# UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-K/AAmendment No. 1 to Form 10-K

| | Annual
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| | ------------------------------------------------------------------------------------

| | For fiscal year ended MARCH 31, 2009
| | ------------------------------------

# OR

| | Transition Report Pursuant to Section 13 or
        15(d) of the Securities Exchange Act of 1934
| | ------------------------------------------------------------------------------------------------

| | For transition period from _____________ to _____________
| | ---------------------------------------------------------

Commission File Number:   
001-31578

| |                                                        | 
| | ------------------------------------------------------ | 
| | MTS MEDICATION TECHNOLOGIES, INC.                      | 
| |                                                        | 
| | (Exact Name of Registrant as Specified in Its Charter) | 

| | Delaware                                                       |  | 59-2740462                           | 
| | -------------------------------------------------------------- |  | ------------------------------------ | 
| |                                                                |  |                                      | 
| | (State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.) | 

| |                                                            
| | -----------------------------------------------------------
| | 2003 Gandy Boulevard North,
        St. Petersburg, Florida
| |                                                            
| | (Address of Principal Executive Offices)                   

| |                                                      | 
| | ---------------------------------------------------- | 
| | 727-576-6311                                         | 
| |                                                      | 
| | (Registrant's Telephone Number, Including Area Code) | 

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

| |                              
| | -----------------------------
| | Title of Each Class          
| |                              
| | COMMON STOCK, $0.01 PAR VALUE

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

| |                  | 
| | ---------------- | 
| | NONE             | 
| |                  | 
| | (Title of Class) | 

Indicate by check mark if the
Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.      
  Yes         No

Indicate by check mark if the
Registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the
Act.     Yes         No

Indicate by check mark whether the
Registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 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    
     No

Indicate by check mark whether the
 Registrant  has  submitted  electronically  and posted on its  corporate  Web site,  if
any,  every Interactive  Data File required to be submitted and posted  pursuant to Rule
405 of  Regulation  S-T (§229.405 of this chapter)  during the  preceding  12 months
(or for such  shorter  period  that the  Registrant  was  required  to submit and post
such  files).        
  Yes         No

Indicate by check mark if disclosure
of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and
will not 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-K
or any amendment to this Form 10-K.

Indicate by check mark whether the
Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or
a smaller reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of
the Exchange Act. (Check One):

Large accelerated filer  
            
Accelerated filer               
Non-accelerated filer   
            
Smaller Reporting Company

Indicate by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Act).      
  Yes         No

Aggregate market value of voting common stock held by non-affiliates of the registrant
as September 30, 2008.     $32,500,000
Number of shares of common stock outstanding as of June 19, 2009 was 6,473,065.

# Documents Incorporated
by Reference

NONE.

---

Explanatory Note

MTS
 Medication  Technologies,  Inc. (the  "Company")  filed a Form 10-K for the fiscal year
ended March 31, 2009 (the "Original Filing")  with the  Securities  and Exchange
 Commission  (the "SEC") on June 22,  2009.  This  Amendment  No. 1 is being filed for
the purpose of providing  the  information  required by Part III of Form 10-K that was
not included in the  Original  Filing.  The Part III information  omitted from the
Original  Filing was intended to be  incorporated  by reference to a Company Proxy
Statement for the 2009 Annual Meeting of Stockholders (the "Proxy Statement"),  however,
 such Proxy Statement will not be filed within 120 days after the end of the fiscal year
ended March 31, 2009 and the information is therefore  provided herein.  Accordingly,
 the Company hereby amends and replaces in their entirety Items 10, 11, 12, 13 and 14 in
its Annual Report on Form 10-K for the year ended March 31, 2009.

As
required by Rule 12b-15,  the  Company's  principal  executive  officer and  principal
 financial  officer are  providing new certifications.  Accordingly,  the Company  hereby
 amends Item 15 in its Annual  Report on Form 10-K for the year ended March 31, 2009 to
add such reports as Exhibits.

Except
as described  above,  this Amendment No. 1 does not update or modify in any way the
 disclosures in the Original  Filing, and does not purport to reflect any information or
events subsequent to the filing thereof.

We
refer to MTS Medication Technologies, Inc. and its subsidiaries as "MTS," the "Company,"
"us," "we" and "our" in this report.

1

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# PART III

ITEM 10.   
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Board
of Directors and Management

Set
forth below is certain  information,  as of July 27,  2009,  with  respect to each
 person who is  currently a director or executive officer of MTS.

|Name                      |  | Positions Held (1)                                              |  | Age |  | Year First Became a Director
|------------------------- |  | --------------------------------------------------------------- |  | --- |  | ----------------------------
|
|Todd E. Siegel            |  | Chairman of the Board, President and Chief Executive Officer    |  | 51  |  | 1986                        
|Michael P. Conroy (2)     |  | Chief Financial Officer, Vice President and Corporate Secretary |  | 61  |  | N/A                         
|Allen S. Braswell (3)     |  | Director                                                        |  | 51  |  | 2005                        
|Chet Borgida (3)          |  | Director                                                        |  | 64  |  | 2007                        
|Irv I. Cohen (3)          |  | Director                                                        |  | 58  |  | 2006                        
|David W. Kazarian (3)     |  | Director                                                        |  | 67  |  | 1988                        
|John Stanton (3)          |  | Director, Vice Chairman of the Board                            |  | 60  |  | 1996                        
|Edgardo A. Mercadante (3) |  | Director                                                        |  | 53  |  | 2007                        
|Michael D. Stevenson      |  | Vice President and Chief Operating Officer                      |  | 46  |  | N/A                         
|Perry W. Larson           |  | Vice President, Sales and Marketing                             |  | 51  |  | N/A                         
|James M. Conroy (2)       |  | Controller                                                      |  | 38  |  | N/A                         
|Peter A. Williams         |  | Managing Director, MTS Medication Technologies, Ltd.            |  | 48  |  | N/A                         

---

|(1) | Each
director serves a one year term that expires as of the Annual Meeting of
Stockholders or when a successor is duly elected and qualified.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Michael
P. Conroy, our Chief Financial Officer, Vice President and Secretary is the
father of James M. Conroy, our Controller.
|--- | ------------------------------------------------------------------------------------------------------------------------------

|(3) | Messrs.
Braswell, Mercadante, and Kazarian served on the Compensation Committee, Messrs.
Cohen, Borgida and Stanton served on the Audit Committee and Messrs. Kazarian,
Braswell, and Mercadante served on the Nominating Committee during the 2009
fiscal year.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Todd
E. Siegel.   Mr. Siegel became our President and Chief Executive Officer in 1992 and
has served as a director of MTS since 1986. Mr. Siegel served from 1988 to 1992 as
Executive Vice President and Chief Operating Officer of MTS and from 1985 to 1988 as
Vice President of Sales. Additionally, Mr. Siegel served as our Secretary from 1986 to
1996. Mr. Siegel currently serves as the President of the Golda Meir/Kent Jewish
Center, the Vice President of Finance of Temple B'nai Israel and a director of Halo,
Inc. and Applied Magnetics, LLC, both privately owned companies.

2

---

Michael
P. Conroy.   Since June 2006, Mr. Conroy has served as Chief Financial Officer, Vice
President and Secretary of MTS. Mr. Conroy also previously served as Chief Financial
Officer, Vice President, Secretary and director of MTS from 1996 to 2004, when he
retired from MTS. Prior to 1996, Mr. Conroy was President of CFO Financial Services, Inc.

Chet
Borgida.  Mr. Borgida has served as a director of MTS since 2007. Mr. Borgida was an
accountant with Arthur Andersen & Company from 1967 to 1975. In 1975, he joined Grant
Thornton, LLP ("Grant Thornton") and was admitted to the partnership in 1977. In
addition, Mr. Borgida was Partner-in-Charge of Grant Thornton's Long Island
office, as well as the founder and the national director of its Capital Markets
Group. Mr. Borgida retired from Grant Thornton in 2001. That same year, he joined
Cross Media Marketing, where he served as Chief Financial Officer until June
2003, at which time Cross Media Marketing filed a plan of liquidation in a
bankruptcy proceeding. From March 2006 to August 2007, Mr. Borgida was the Chief
Operating Officer of Naples Realty Group, LLC. Mr. Borgida serves as a director and the
Audit Committee Chair of Warren Resources, Inc. (a publicly traded company). He also
served as a director and the Audit Committee Chair of Correctional Services Corporation
(a publicly traded company) from 2002 through the sale of the company in 2005. Mr.
Borgida is a Certified Public Accountant in New York and Florida and a member of the
American Institute of Certified Public Accountants.

Allen
S. Braswell.   Mr. Braswell has served as a director of MTS since 2005. Since
2007, Mr. Braswell has been the President and a director of Pico-Tesla Magnetic
Therapies, LLC. Mr. Braswell has been a member of the Board of Directors of Suntron
Corp. since 1998, and has served on its audit and governance committees and as chairman
of a special committee representing minority stockholders in matters related to an
earlier merger. Prior to 2000, he was President of Jabil Global Services, Vice
President of EFTC Services, President/CEO of Circuit Test Inc. and an attorney in
practice with Tanney, Ford, Donahey, Eno and Mills, P.A. Mr. Braswell attended the
U.S. Military Academy (West Point) and graduated from the University of Florida with
a bachelor's degree in finance. He received his J.D. degree from the University of
Florida School of Law.

David
W. Kazarian.   Mr. Kazarian has served as a director of MTS since 1988. Mr.
Kazarian also serves as a director of Delta RF Technology, Inc., a privately held
corporation that manufactures computer components for an international customer base.
Prior to its sale in December 1990, Mr. Kazarian and his wife owned and operated
Kazarian Pharmacy. Since March 1991, Mr. Kazarian has been the founder and President
of Infuserve America, Inc., a firm involved in the home health care business.
He is also currently the President of Kazarian Group Consultants, which provides
consulting services for certain surgical centers in Pinellas County, Florida and
Nursing homes in Connecticut and Massachusetts. Mr. Kazarian received his bachelor's
degree in pharmacy from the University of Florida School of Pharmacy.

John
Stanton.   Mr. Stanton has served as a director of MTS since 1996. Mr. Stanton has
served as the Chairman of the Board and Chief Executive Officer of EarthFirst Technology,
Inc. ("EarthFirst") since May 2000 and also served as EarthFirst's President at various
times during the same period. EarthFirst filed for Chapter 11 bankruptcy protection
on June 13, 2008 in the United States Bankruptcy Court, Middle District of Florida,
Tampa Division. Since 1981, Mr. Stanton has served in various capacities, including
most recently Chief Executive Officer and President of Florida Engineered Construction
Products Corporation, which is a privately owned company. Mr. Stanton also serves
as President of Octofoil, Inc., an entity that assists other companies with
strategic planning, and the Chairman of the Board and Chief Financial Officer of Nanobac
Pharmaceuticals, Inc., both privately owned companies.

Edgardo
A. Mercadante.   Mr. Mercadante has served as a director of MTS since November 2007.
Since 1996, Mr. Mercadante has served as Chairman and previously served as Chief
Executive Officer of Familymeds Group, Inc., a public company that operates
specialty clinic-based pharmacies and vitamin centers. He previously served as a
member on the Board of Directors for GNC Corporation, a private company. In 2007,
Mr. Mercadante founded Dante Capital Management Investments LLC, a private company
that operates healthcare and consulting businesses and has also served as that
company's President since its founding. Mr. Mercadante received his B.S. degree in
Pharmacy from the Philadelphia College of Pharmacy and is a registered pharmacist
in numerous U.S. states.

3

---

Michael
D. Stevenson.   Mr. Stevenson was selected as our Vice President and Chief Operating
Officer in July 2000. Prior to his selection as Vice President and Chief Operating
Officer, Mr. Stevenson served MTS in several capacities, including General Manager
since 1987. Mr. Stevenson's employment with MTS began in 1986.

Irv
I. Cohen.   Mr. Cohen has served as a director of MTS since 2006. He is currently the
President and Chief Executive Officer of Southeast Capital Ventures. From 2005 to
2006, Mr. Cohen was the Executive Vice President of GunnAllen Financial. Prior to that,
Mr. Cohen was President of JPMorgan Treasury Technologies Corporation from 2000 to
2005. Mr. Cohen's prior experience includes serving as a Managing Director and
Chief Operating Officer of ABN AMRO Incorporated, Fixed Income and Treasury Division,
from 1996 to 2000; and as Chief Operating Officer and Chief Financial Officer of
Barclays Group Inc. - North America and Barclays Bank PLC, from 1987 to 1996. Mr. Cohen
currently serves on the Boards of Directors of DHS Technologies LLC, Persystent
Technology Corporation, as well as several other financial industry, education and
non-profit boards.

Perry
W. Larson.   Mr. Larson has been our Vice President, Sales and Marketing since April
2005. From October 2004 to April 2005, he was our Director of Sales. From April 2003 to
October 2004, Mr. Larson was the Director of Sales for Financial Resources of America.
From August 1999 to April 2003, Mr. Larson was a LTC Specialist for Farmers Group, Inc.

James
M. Conroy.   Mr. Conroy has served as our Controller since February 2008. From June
2006 to February 2008, Mr. Conroy served as Managing Partner of Conroy & Febo, CPAs, a
Florida accounting firm. From June 2005 to June 2006, Mr. Conroy served as Manager
of Corporate Accounting for Starwood Vacation Ownership, a vacation ownership
company that acquires, develops and markets resort communities throughout the world.
From April 2001 to June 2005, Mr. Conroy served as Director, Finance and Controller
of Ultimate Franchise Systems, Inc., a franchisor of quick service and casual dining
restaurants. Mr. Conroy received a B.S.B.A. degree in accounting from the University of
Central Florida and is an active Certified Public Accountant in the State of Florida.

Peter
A. Williams.   Mr. Williams has been the Managing Director of MTS Medication
Technologies, Ltd. ("MTS Limited") since September 2003. Mr. Williams was a
Consultant Pharmacist to MTS from 2000 to 2003. In addition, Mr. Williams serves as the
Managing Director of Withnell Pharmacy, Limited and as a Pharmacist Consultant with
RxPharma, Limited.

# Section 16(a) Beneficial
Ownership Reporting Compliance

Section
 16(a) of the Exchange Act requires our  executive  officers and  directors,  and persons
who own more than 10% of our common  stock,  to file  reports of  ownership  and  changes
in  ownership  with the SEC.  Officers,  directors  and  greater  than 10% stockholders
are required by the SEC regulations to furnish us with copies of all Section 16(a)
reports they file.

We
believe  that  during the fiscal  year ended March 31,  2009,  all Section  16(a)  filing
 requirements  applicable  to our officers,  directors and greater than 10% stockholders
 were met, except that Peter A. Williams did not timely file one Form 4 relating to a
grant of restricted stock units in January 2008.

# Information About the
Board and Committees

The
MTS board of directors  (the  "Board") met six times during fiscal year 2009.  Each
director  attended at least 75% of the aggregate  of: (i) the total  number of meetings
of the Board;  and (ii) the total number of meetings of the  committees  upon which he
served.  Directors are expected to diligently  fulfill their fiduciary  duties to
stockholders,  including by preparing for,  attending and  participating  in meetings of
the Board and the  committees  of which the  director  is a member.  We do not have a
formal  policy regarding  director  attendance  at annual  meetings of  stockholders,
 though  directors are  encouraged  to attend.  One of the seven members of the Board
attended the 2008 annual meeting of stockholders.

4

---

# Board Committees

The
full Board considers all major decisions.  However,  the Board has established the
following three standing  committees so that certain important areas can be addressed in
more depth than may be possible in a full Board meeting:

| |  | Compensation
Committee. The Compensation Committee held three meetings in fiscal year 2009. The
Compensation Committee reviews and approves compensation plans
covering executive officers and other key management employees, reviews the
competitiveness of our total compensation practices, determines the
annual base salaries and incentive awards to be paid to executive
officers and approves the annual salaries of all executive officers and certain other
key management employees, reviews and approves hiring and severance
arrangements with executive officers and prepares an annual report on our
executive compensation policies and practices as may be required by SEC rules and
regulations. The current members of the Compensation Committee are
Messrs. Braswell, Mercadante, and Kazarian. We believe that all members of
the Compensation Committee are independent within the meaning of the
applicable NASDAQ Stock Market Marketplace Rules and the applicable SEC
rules. The Compensation Committee's responsibilities are more fully set forth in a
written charter that was adopted by the Compensation Committee and by
the Board. A copy of the charter is currently available on MTS's website
at www.mts-mt.com. Information contained on our website is not a part of this document.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Audit
Committee. The Audit Committee held four meetings during fiscal year 2009. The Audit
Committee assists the Board in fulfilling its responsibility for the
safeguarding of assets and oversight to the quality and integrity of our
accounting and reporting practices and such other duties as directed by
the Board. The Audit Committee has the sole responsibility for the
appointment, compensation, oversight and termination of the independent auditors who
audit our financial statements. In carrying out its responsibility, the
Audit Committee appoints, provides for the compensation of and oversees
the work of the independent auditors; pre-approves the fees, terms and services
under all audit and non-audit engagements; reviews the performance of
the independent auditors and monitors and periodically reviews the
independence of the independent auditors by obtaining and reviewing a
report from the independent auditors at least annually regarding all
relationships between the independent auditors and MTS.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Other responsibilities
of the Audit Committee include reviewing with the internal auditors and the independent
auditors their respective annual audit plans, staffing, reports and the
results of their audits; reviewing with management and the independent
auditors our annual and quarterly financial results, financial statements and
results of the independent auditors' reviews of such financial
information; reviewing with the independent auditors any matters of
significant disagreement between management and the independent
auditors and any other problems or difficulties encountered during the
course of the audit and management's response to such disagreements, problems or
difficulties; reviewing with the independent auditors: (a) all critical
accounting policies and practices used in the audit, (b) all alternative
treatments of financial accounting and disclosures within generally accepted
accounting principles that have been discussed with management,
ramifications of the use of such alternative disclosures and treatments, and the
treatment preferred by the independent auditors and (c) other material
written communications between the independent auditors and management,
such as any management letter or schedule of unadjusted differences; and meeting
with the independent auditors in executive session to discuss any other
matters that the independent auditors believe should be discussed
privately.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The Audit
Committee also oversees our internal assurance function and compliance with
procedures for the receipt, retention and treatment of complaints
received by MTS regarding accounting, internal accounting controls or auditing
matters and the confidential, anonymous submission by employees of MTS
of concerns regarding accounting or auditing matters.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5

---

| | The current
members of the Audit Committee are Messrs. Cohen, Borgida and Stanton, with Mr.
Cohen serving as the Chairman. The Board has determined that Mr.
Stanton is an "audit committee financial expert" as defined under the
rules of the SEC. We believe that all members of the Audit Committee
are independent within the meaning of the applicable NASDAQ Stock
Market Marketplace Rules and the applicable SEC rules. The Audit Committee's
responsibilities are more fully set forth in a written charter that was
revised and approved by the Audit Committee on June 23, 2004. A copy of
the charter is currently available on MTS's website at www.mts-mt.com. Information
contained on our website is not a part of this document.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Nominating
Committee. The Nominating Committee held three meetings in fiscal year 2009.
The Nominating Committee establishes guidelines for selecting
potential director candidates, identifies and evaluates such candidates and makes
recommendations to the Board regarding such candidates for election
to the Board. As set forth in the general guidelines established
pursuant to its charter, the Nominating Committee strives for directors who will: (a)
bring to the Board a variety of experience and backgrounds; (b) bring
substantial senior management experience, financial expertise and
such other skills that would enhance the Board's effectiveness and (c) represent the
balanced, best interests of our stockholders as a whole and the
interests of our stakeholders, as appropriate, rather than special
interest groups or constituencies. In selecting nominees, the Nominating
Committee assesses independence, character and integrity, potential
conflicts of interest, experience and the willingness to devote sufficient time to
carrying out the responsibilities of a director. The Nominating
Committee has the authority to retain a search firm to be used to
identify director candidates and to approve the search firm's fees and other retention
terms.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The Nominating
Committee will consider nominees for the Board that are proposed by our
stockholders. The same identifying and evaluating procedures apply to
all candidates for director nomination, including candidates submitted
by stockholders. Any stockholder who wishes to recommend a
prospective nominee for the Board for the Nominating Committee's
consideration may do so by giving the candidate's name and qualifications in
writing to the Corporate Secretary, MTS Medication Technologies, Inc.,
at 2003 Gandy Boulevard North, St. Petersburg, Florida 33702. The
current members of the Nominating Committee are Messrs. Braswell,
Mercadante, and Kazarian. We believe that all members of the
Nominating Committee are independent within the meaning of the applicable NASDAQ
Stock Market Marketplace Rules and the applicable SEC rules. The
Nominating Committee's responsibilities are more fully set forth in a
written charter that was adopted by the Board. A copy of the charter is currently
available on MTS's website at www.mts-mt.com. Information contained on
our website is not a part of this document.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Governance
Committee.  The  Governance  Committee  held three  meetings  in fiscal year 2009.  The current  members of
               the Governance Committee are Messrs.  Borgida,  Braswell,  Cohen, Kazarian,  Mercadante and
               Stanton,  all of our independent  directors.  The Governance  Committees  responsibilities
               are more fully set forth in a written  charter  that was  adopted  by the Board.  A copy of
               the  charter  is  currently  available  on MTSs  website  at www.mts-mt.com.  Information
               contained on our website is not a part of this document.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Communications with the
Board

Stockholders
may communicate with the Board or a specific  director by writing to the Corporate
 Secretary,  care of the Board of Directors (or, at the stockholder's  option,  care of a
specific director),  at 2003 Gandy Boulevard North, St. Petersburg,  Florida 33702.  Our
Corporate  Secretary will deliver any such  communications  (assuming it is properly
 marked care of the Board or care of a specific director) to the Board or the specified
director, as the case may be.

6

---

# Code of Ethics

MTS
has adopted a Code of Ethics that is applicable to all directors,  executive  officers
and employees.  Such Code of Ethics can be located on our website at www.mts-mt.com.
 Information contained on our website is not a part of this document.

# ITEM 11.   
       EXECUTIVE COMPENSATION

# Compensation Discussion
and Analysis

This
Compensation  Discussion and  Analysis is designed to explain the material elements of
compensation paid to our executive officers and provide the material factors  underlying
our  compensation  policies and decisions.  The information in this  Compensation
Discussion and  Analysis  provides  context for the  compensation  disclosures  in the
tables that follow and should be read along with those disclosures.

Overview

We
have designed and implemented our compensation  programs for our executive officers to
reward them for sustained  financial and operating performance and leadership
 excellence,  to align their interests with those of our stockholders and to encourage
them to remain with MTS for long and productive careers.  Our compensation  elements are
designed to simultaneously  satisfy one or more of our performance,  alignment and
retention  objectives.  These elements  consist of base salary,  annual bonus and equity
 compensation.  In deciding on the type and amount of  compensation  for each  executive
 officer,  we focus on both current pay and the  opportunity  for future  compensation.
 We combine  the  compensation  elements  for each  executive  in a manner we  believe
 optimizes  the  executive officer's contribution to MTS.

Primary
Objectives of Compensation

Our
executive  compensation  program is designed to attract,  retain and motivate our
 executive  officers in a manner that is tied to the  achievement  of our overall
 operating and  financial  goals.  One of our primary goals is to increase our overall
 equity value.  In  addition,  we intend  for our  compensation  program  to:  (i)
 provide  fair  compensation  to  executives  based on their performance  and
 contributions  to MTS,  (ii) provide  incentives to attract and retain key  executives
 and (iii) instill a long-term commitment to MTS and develop pride and a sense of
ownership of MTS, all in a manner consistent with stockholders' interests.

While
our Compensation  Committee reviews the total compensation paid to each of our executive
officers,  we view each element of our compensation  program to be distinct.  In other
words, a significant  amount of compensation paid to an executive in the form of one
element will not  necessarily  cause us to reduce  another  element of the  executive
 officer's  compensation.  We  determine  the appropriate  levels  of our  total
 compensation,  and  each  compensation  element,  based on  several  factors,  such as
an  informal benchmarking of our compensation  levels to those paid by comparable
 companies,  our overall  performance,  each individual  executive officer's
 performance,  the desire to maintain internal equity and consistency among our executive
 officers and other  considerations that we deem to be  relevant.  We have not  currently
 adopted  any formal or  informal  policy  for  allocating  compensation  between
long-term and short-term, between cash and non-cash or among the different forms of
non-cash compensation.

Currently,
 our  Compensation  Committee is  responsible  for reviewing the overall  goals and
 objectives of MTS's  executive compensation  programs,  as well as our compensation
 elements and plans,  and making any changes to such goals,  objectives and plans. In
addition,  our  Compensation  Committee is responsible for evaluating the performance of
each of our executive  officers,  approving the compensation level of each of our
executive  officers,  establishing  criteria for granting stock options to our executive
officers and other  employees and approving  such stock option  grants.  Our
 Compensation  Committee is expected to perform each of these tasks annually  and may, in
its  discretion,  solicit the input of any of our  executive  officers,  any of our other
 employees or any other independent consultant or advisor.

7

---

Compensation
Components

We
currently  believe that it is in the best interests of our  stockholders  and our
executive  officers that our compensation program,  and each of its elements,  remains
fairly simple and  straightforward.  This relative  simplicity  should reduce the time
and cost involved in setting our  compensation  policies and  calculating  the payments
 under such  policies,  along with  increasing  the transparency of, and thus furthering
our investors' understanding of, such policies.

Specifically,
 our executive  compensation  program in fiscal year 2009 consisted of three primary
elements:  (1) base salary; (2) cash  incentive  payments under MTS's  Management  Bonus
Plan,  which may be earned  annually  depending on MTS's profits;  and (3) equity
compensation consisting of stock options and restricted stock under MTS's Management Long
Term Incentive Compensation Plan.

Base
Salary. The base salaries of MTS executive officers are based on MTS's performance
for the prior fiscal year and upon a subjective evaluation of each executive officer's
contribution to that performance. In evaluating overall MTS performance, the primary
focus is on MTS's financial performance for the year as measured by earnings before
interest, taxes, depreciation and amortization; return on capital employed and net
income. Other criteria, including equal employment performance and whether MTS
conducts its operations in accordance with the business and social standards
expected by its associates, stockholders and the communities in which it operates
are also considered. We do not assign any particular weight to any single factor. We
believe that our base salaries are an important element of our executive compensation
program because they provide our executive officers with a steady income stream that is
not directly contingent upon our overall performance. We annually review our base
salaries, and may adjust them from time to time based on our performance and market
trends (including competitive retention factors), along with the applicable
executive officer's responsibilities, performance and experience.

Annual
Bonus. We utilize annual incentive cash bonuses to reward each of our named
executive officers when we achieve certain company-level financial objectives and
the applicable executive officer achieves certain subjective individual performance
criteria. Company-level and individual performance objectives are measured on an annual
basis.

Our
annual cash bonuses,  as opposed to our equity grants,  are designed to more immediately
reward our executive officers for their  performance  during the most  recent  year.  We
believe  that the  immediacy  of these cash  bonuses,  in contrast to our equity grants,
 provides a significant incentive to our executive officers towards achieving their
respective individual objectives,  and thus our  company-level  objectives.  Accordingly,
 we believe  our cash  bonuses  are an  important  motivating  factor  for our  executive
officers, in addition to being a significant factor in attracting and retaining our
executive officers.

Each
 fiscal  year,  we pay annual  cash  bonuses to our  executive  officers  that range from
10% to 50% of their  respective salaries  based on our amount of earnings  before
 interest,  taxes,  depreciation  and  amortization  for such fiscal  year,  and each
officer's  performance  during the year. No bonuses were paid for the 2008 fiscal year.
We paid each of our named executive  officers a cash bonus in fiscal year 2010 equal to
approximately 12% of his base salary for the 2009 fiscal year.

Equity
Compensation. Stock options and restricted stock are granted pursuant to MTS's Long
Term Incentive Compensation Plan and issued under MTS's Employee Stock Option Plan in
order to link executives' compensation to the long-term financial success of MTS.
Stock options are generally priced at 100% of the closing price of our common stock on
the day of grant. Generally, the stock options and restricted stock vest over three
years. In addition to stock options, certain executive officers may elect to receive
restricted stock in lieu of cash compensation pursuant to the terms of their respective
employment agreements.

Severance
and Change of Control Arrangements. As discussed in more detail in the "Employment
Agreements and Change of Control Agreements" section below, certain of our executive
officers are entitled to certain benefits upon the termination of their respective
employment agreements. The severance agreements are intended to mitigate some of the
risk that our executive officers may bear in working for a developing company like ours.

8

---

Other
Compensation. Our executive officers currently are entitled to participate in
our health, life and disability insurance plans and our 401(k) plan to the same extent
that our employees are entitled to participate.

# 2009 Summary
Compensation Table

The
following  table  summarizes,  for the fiscal year ended March 31, 2009, the
 compensation  paid to or earned by our Chief Executive  Officer,  our Chief  Financial
 Officer  and our three most  highly  compensated  executive  officers,  other than our
Chief Executive Officer and our Chief Financial Officer, as of March 31, 2009.  We refer
to these officers as the named executive officers.

# SUMMARY COMPENSATION
TABLE

|                                                                |  |      |  |         |  |        |  |         |  | Non-Equity |  |        |     | 
|--------------------------------------------------------------- |  | ---- |  | ------- |  | ------ |  | ------- |  | ---------- |  | ------ | --- | 
|
|
|
|
|Todd E. Siegel                                                  |  | 2009 |  | 359,118 |  |       |  | 120,027 |  |           |  | 29,919 | (1) | 
|President and  Chief Executive Officer                          |  | 2008 |  | 297,873 |  |       |  |        |  |           |  | 29,693 |     | 
|
|Michael P. Conroy                                               |  | 2009 |  | 199,800 |  |       |  | 38,718  |  |           |  | 13,512 | (2) | 
|Chief Financial Officer, Vice President and Corporate Secretary |  | 2008 |  | 192,115 |  |       |  | 41,200  |  |           |  | 12,838 |     | 
|
|Michael D. Stevenson                                            |  | 2009 |  | 192,115 |  | 57,000 |  | 37,168  |  |           |  | 10,754 | (3) | 
|Vice President and Chief Operating Officer                      |  | 2008 |  | 188,044 |  | 56,450 |  |        |  |           |  | 10,997 |     | 
|
|Peter A. Williams(4)                                            |  | 2009 |  | 145,582 |  |       |  |        |  |           |  | 24,586 | (5) | 
|Managing Director, MTS Limited                                  |  | 2008 |  | 177,583 |  |       |  |        |  |           |  | 32,981 |     | 
|
|Perry W. Larson                                                 |  | 2009 |  | 174,462 |  |       |  | 27,104  |  |           |  | 7,818  | (6) | 
|Vice President, Sales and Marketing                             |  | 2008 |  | 148,831 |  |       |  | 41,200  |  |           |  | 8,022  |     | 
|

|(1) |  | Includes
(i) $9,000 auto allowance; (ii) $1,314 contribution to Mr. Siegels 401(k) plan;
(iii) $14,777 for Mr. Siegels health insurance premium; (iv) $1,419 premium for a
disability and life insurance policy; (v) $384 premium for a life insurance policy; and
(vi) $3,000 for financial, tax, legal, investment or other professional services.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Includes
(i) $9,000 auto allowance; (ii) $2,512 contribution to Mr. Conroys 401(k) plan; and
(iii) $2,000 paid for financial planning services.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Includes
(i) $9,000 auto allowance; and (ii) $1,754 contribution to Mr. Stevensons 401(k)
plan.
|--- |  | ------------------------------------------------------------------------------------------------

|(4) |  | For
purposes of this Form 10-K/A, all compensation paid to Mr. Williams was converted from
British Pounds to United States Dollars based upon the exchange rate on March 31, 2009 of
1 Pound = 1.4347 Dollars.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

9

---

|(5) |  | Includes (i) $17,268 auto allowance; and (ii) $7,318 contribution to Mr.
                    Williams Company (defined contribution) Pension Scheme.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------

|(6) |  | Includes (i) $6,725 auto allowance; and (ii) $1,093 contribution to Mr.
                    Larsons 401(k) plan.
|--- |  | -----------------------------------------------------------------------------------------------------------------

# Outstanding Equity
Awards at 2009 Fiscal Year-End

The
following table provides information on the current holdings of stock options by the named
executive officers. This table includes unexercised and unvested option awards. Each
equity grant is shown separately for each named executive.

# OUTSTANDING EQUITY
AWARDS AT FISCAL YEAR-END TABLE

|                     | Option Awards |        | Stock Awards
|-------------------- | ------------- | ------ | ------------
|
|
|
|
|
|
|
|
|
|
|Todd E. Siegel       |               | 18,926 |             
|
|Michael P. Conroy    |               | 3,333  |             
|                     |               | 6,106  |             
|
|Michael D. Stevenson |               | 20,000 |             
|                     |               | 50,000 |             
|                     |               | 5,861  |             
|
|Peter A. Williams    |               | 1,200  |             
|
|Perry W. Larson      |               | 30,000 |             
|                     |               | 11,000 |             
|                     |               | 10,000 |             
|                     |               | 3,333  |             
|                     |               | 4,274  |             
|

# Employment Agreements
and Change of Control Agreements

We
have entered into certain employment agreements with each of our named executive officers.
In the context of these employment agreements, a change in control is deemed to have taken
place if: (1) any person, including a group as defined in Section 13(d)(3) of
the Exchange Act (but excluding Todd E. Siegel, JADE Partners, the Siegel Family Revocable
Trust and any entity controlled by Todd E. Siegel) becomes the owner (whether by merger,
stock acquisition or otherwise) of more than 50% of the combined voting power of MTS and
(2) as a result, 50% or more of the directors are replaced.

10

---

Todd
E. Siegel. Effective as of April 1, 2008 and executed on July 29, 2008, MTS
entered into an employment agreement with Todd E. Siegel whereby Mr. Siegel agreed to
serve as our President and Chief Executive Officer. Mr. Siegels employment agreement
has an initial term which will expire on March 31, 2013 and automatically renews for
additional one year terms unless either party provides written notice of termination at
least 30 days prior to the expiration of the initial term of the agreement or any
extension thereof. The agreement provides for a minimum base salary of $310,246.56,
subject to annual review, and may be increased in our discretion. This amount may not be
decreased without Mr. Siegels advance consent to the proposed decrease. In addition,
Mr. Siegel is entitled to receive an annual bonus to be determined by the Compensation
Committee and approved by the Board, which may include both annual and/or long-term
incentive bonuses. Mr. Siegels employment agreement imposes restrictive covenants
that are effective during the term of the agreement and for a two year period after the
termination of the agreement. Under Mr. Siegels employment agreement, he is entitled
to certain payments and benefits in the event of a change of control, or if we terminate
him without cause.

If,
after the date of a change of control and within the remaining term of his employment
agreement, (i) Mr. Siegels employment is terminated without cause, or (ii) there is
a material reduction in Mr. Siegels compensation or employment related benefits, or
there is a material change in Mr. Siegels status, working conditions or management
responsibilities, and Mr. Siegel voluntarily terminates his employment agreement within 60
days of any such occurrence, then Mr. Siegel will receive a lump sum payment equal to 299%
of his current base salary in addition to any bonus earned for that fiscal year and the
vested and unvested portion of Mr. Siegels entire long-term incentive bonus, if any.

Assuming
Mr. Siegels employment was terminated without cause by us on March 31, 2009 (and
assuming a change of control occurred prior to his termination), we would pay to Mr.
Siegel $930,000 (the amount equal to 299% of Mr. Siegels base salary for the 2009
fiscal year) and any long-term incentive bonus or other bonus earned prior to his
termination.

If
Mr. Siegels employment agreement is terminated without cause by us, we must pay Mr.
Siegel two years base salary in one lump sum payment and any long-term incentive bonus or
other bonus earned prior to his termination. Assuming Mr. Siegels employment
agreement was terminated without cause by us on March 31, 2009, we would pay to Mr. Siegel
$620,000 (the amount equal to two years of Mr. Siegels current base salary amount)
and any long-term incentive bonus or other bonusearned prior to his termination.

Michael
P. Conroy. On February 9, 2007, we entered into an employment agreement
with Michael P. Conroy pursuant to which Mr. Conroy agreed to serve as our Chief Financial
Officer. The employment agreement had an initial term which expired on March 31, 2008 and
automatically renews for additional one year terms unless either party provides written
notice of termination at least 60 days prior to the expiration of the initial term of the
agreement or any extension thereof. The employment agreement provides for a minimum base
salary of $185,000, subject to annual review, and may be increased in our discretion. This
amount may not be decreased without Mr. Conroys advance consent to the proposed
decrease. The employment agreement also provides that Mr. Conroy shall be eligible for an
annual bonus, 50% of which is calculated as a certain percentage of his annual base
salary, based on our achievement of certain levels of earnings before interest, taxes,
depreciation and amortization, and 50% of which is based on subjective performance
criteria. Mr. Conroys employment agreement imposes restrictive covenants that are
effective during the term of the agreement and a two year period following termination of
the agreement. Under Mr. Conroys employment agreement, he is entitled to certain
payments and benefits in the event of a change of control, or if we terminate him without
cause.

If
there is a change of control and, within twelve months after the date of a change of
control: (1) Mr. Conroys employment is terminated without cause; (2) there is a
material reduction in Mr. Conroys compensation or employment related benefits; (3)
there is a material change in Mr. Conroys status, working conditions or management
responsibilities; or (4) there is a material change in the business objectives or
policies, then Mr. Conroy will receive separation pay in an amount equal to two years of
his current base salary and bonus. Assuming Mr. Conroys employment was terminated
without cause on March 31, 2009 (and assuming that a change of control occurred within the
prior twelve months), we would pay to Mr. Conroy $400,000 (the amount equal to two years
of Mr. Conroys base salary for the 2009 fiscal year).

11

---

If
Mr. Conroys employment agreement is terminated without cause by us, we must pay him
for one year at his base salary and any annual bonus earned, prorated for the current year
of employment through the date of termination. The payments will be paid to Mr. Conroy in
equal installments consistent with the current payment schedule of Mr. Conroys base
salary and bonus.Assuming Mr. Conroys employment agreement was terminated
without cause by us on March 31, 2009, we would pay to Mr. Conroy $200,000 (the amount
equal to Mr. Conroys base for the 2009 fiscal year) in equal installments with the
current payment schedule from April 1, 2009 to March 31, 2010.

Michael
D. Stevenson.   On April 1, 2004, we entered into an employment agreement
with Michael D. Stevenson whereby Mr. Stevenson agreed to serve as a senior executive. The
employment agreement had an initial term ending on March 31, 2005 and automatically
extends for additional one year terms unless either party provides written notice of
termination at least 30 days prior to the expiration of the initial term of the agreement
or any extension thereof. The employment agreement provides for a minimum base salary of
$151,857 per year, subject to annual review, and may be increased in our discretion. Under
Mr. Stevensons employment agreement, he was paid an annual salary $192,000 for
fiscal year 2009. This amount may not be decreased without Mr. Stevensons advance
consent to the proposed decrease. The employment agreement also provides that Mr.
Stevenson shall be eligible for an annual bonus targeted at a percentage of his base
salary, subject to our achievement of certain performance goals. Mr. Stevensons
employment agreement imposes restrictive covenants that are effective during the term of
the agreement and a two year period following termination of the agreement. Under Mr.
Stevensons employment agreement, he is entitled to certain payments and benefits in
the event of a change of control, or if we terminate him without cause.

If
there is a change of control and, within twelve months after the date of a change of
control: (1) Mr. Stevensons employment is terminated without cause; (2) there is a
material reduction in Mr. Stevensons compensation or employment related benefits;
(3) there is a material change in Mr. Stevensons status, working conditions or
management responsibilities; or (4) there is a material change in the business objectives
or policies, then Mr. Stevenson will receive severance in an amount equal to (i) two times
his current base salary; and (ii) his entire long-term incentive bonus. Furthermore, all
of Mr. Stevensons unvested and unexercised options, if any, will immediately become
vested and exercisable. Assuming Mr. Stevensons employment was terminated without
cause on March 31, 2009 (and assuming that a change of control occurred within the prior
twelve months), we would pay to Mr. Stevenson $384,000 (the amount equal to two years of
Mr. Stevensons base salary for the 2009 fiscal year).

If
Mr. Stevensons employment agreement is terminated without cause by us, we must pay
to Mr. Stevenson: (1) any unpaid base salary through the date of termination, (2) two
times his then current base salary; and (3) any long term incentive bonus earned during
the fiscal year during which Mr. Stevenson was terminated. Assuming Mr. Stevensons
employment agreement was terminated without cause by us on March 31, 2009, we would pay to
Mr. Stevenson: (1) any unpaid base salary through the date of termination; and (2)
$384,000 (the amount equal to two years of Mr. Stevensons base salary for the 2009
fiscal year) in equal installments consistent with Mr. Stevensons then-current
salary payment schedule.

Perry
W. Larson.   MTS has entered into a change in control agreement with Perry W.
Larson. This change in control agreement provides that if MTS terminates his employment
without cause after a change in control occurs, Mr. Larson is entitled to severance in an
amount equal to one year of his annual base salary as of the date of termination, which
shall be paid in one lump sum payment upon termination. In addition, all of Mr.
Larsons unvested and unexercised options will immediately become vested and
exercisable and shall remain exercisable for a period of 30 days. The change of control
agreement contains restrictive covenants regarding confidentiality, competition and
certain other activities deemed to be disruptive to MTSs business.

Assuming
Mr. Larsons employment was terminated without cause by us on March 31, 2009 upon a
change in control, we would pay Mr. Larson $175,000 (the amount equal to one year of Mr.
Larsons base salary for the 2009 fiscal year), which shall be paid in one lump sum
payment upon termination.

12

---

Peter
A. Williams.   On January 22, 2008, we entered into an employment agreement
with Peter A. Williams whereby Mr. Williams agreed to serve as a managing director of MTS
Medication Technologies, International, Limited, one of our subsidiaries. The employment
agreement has a term ending on Mr. Williams 65th birthday (which is
August 21, 2025); provided, however, either party may terminate the agreement without
prejudice prior to that time upon six months notice to the other party. The
employment agreement provides for a base salary of £90,725 per year subject to
annual review, and may be increased in our discretion. Mr. Williams was paid an annual
salary of $146,000 based on an exchange rate of 1.4347 USD/GBP in fiscal year 2009. The
employment agreement entitles Mr. Williams to: (1) participate (at a level appropriate to
his status) in any Short Term Incentive Plan which MTS Medication Technologies Inc. offers
during the term of the employment agreement, and (2) beginning April 1, 2009, receive
14,000 shares of MTS stock each year for five years (so long as Mr. Williams is an active
employee on the first three grant dates). Mr. Williams employment agreement imposes
restrictive covenants that are effective during the term of the agreement and a 12-month
period following termination of the agreement.

We
may terminate Mr. Williams employment agreement at any time with at least six
months notice without making any payment to Mr. Williams. If we terminate Mr.
Williams with less than six months notice, then we must pay to him for the then
unexpired portion of the required six month notice period: (1) any unpaid base salary for
the remaining time period, and (2) an amount equal to the fair value of any other benefits
to which Mr. Williams is entitled under the employment agreement for the remaining time
period. Assuming we terminated Mr. Williams on March 31, 2009, after giving him at least
six months notice, we would not owe any amount to Mr. Williams.

# Directors
Compensation for Fiscal Year 2009

The following
table summarizes compensation paid to our directors in the fiscal year ended
March 31, 2009. Directors who are also employees of MTS do not receive additional
compensation for their service on the Board. Our non-employee directors during the fiscal
year ended March 31, 2009 were Messrs. Borgida, Braswell, Cohen, Kazarian, Mercadante
and Stanton.

|                      |  |        |  |        |  |        |  | Non-Equity |  | Nonqualified |  |   |  |       
|--------------------- |  | ------ |  | ------ |  | ------ |  | ---------- |  | ------------ |  | - |  | ------
|
|
|
|
|Chet Borgida          |  | 25,000 |  |       |  | 10,570 |  |           |  |             |  |  |  | 35,570
|
|Allen S. Braswell     |  | 25,000 |  |       |  | 10,570 |  |           |  |             |  |  |  | 35,570
|
|Irv I. Cohen          |  | 30,000 |  | 10,570 |  |       |  |           |  |             |  |  |  | 40,570
|
|David W. Kazarian     |  | 25,000 |  |       |  | 10,570 |  |           |  |             |  |  |  | 35,570
|
|Edgardo A. Mercadante |  | 25,000 |  |       |  | 10,570 |  |           |  |             |  |  |  | 35,570
|
|Todd E. Siegel        |  |       |  |       |  |       |  |           |  |             |  |  |  |      
|
|John Stanton          |  | 25,000 |  |       |  | 10,570 |  |           |  |             |  |  |  | 35,570
|

We
paid our non-employee directors an annual retainer of $25,000 for the fiscal year ended
March 31, 2009. We also paid Mr. Cohen an additional retainer of $5,000 for his
service as the chairperson of the Audit Committee. In addition, for each year that a
non-employee director serves on our Board, he is issued options to acquire 5,000 shares of
our common stock at an exercise price equal to the fair market value of such shares on the
date of issuance (with the exception of Mr. Cohen who was issued 1,650 shares of
restricted stock in lieu of options). Directors options (or with respect to Mr.
Cohen shares of restricted stock) are issued as of the date of each annual meeting of
directors and the options expire 10 years from their issuance date and vest on the first
anniversary date of the issuance.

13

---

# Compensation Committee
Interlocks and Insider Participation

Our
Compensation Committee currently consists of Messrs. Braswell, Mercadante, and Kazarian.
None of the members of our Compensation Committee is currently or was formerly an officer
or employee of MTS. There are no Compensation Committee interlocks and no insider
participation in compensation decisions that are required to be reported under the rules
and regulations of the Exchange Act.

Notwithstanding
anything to the contrary set forth in any of our previous filings under the Securities Act
of 1933 or the Exchange Act that might incorporate future filings, including this Form
10-k/A, in whole or in part, the following Compensation Committee Report shall not be
incorporated by reference into any such filings.

# Compensation Committee
Report

The
Compensation Committee of MTS has reviewed and discussed the Compensation Discussion and
Analysis required by Item 402(b) of Regulation S-K with management and based on such
review and discussions, the Compensation Committee recommended to the Board that the
Compensation Discussion and Analysis be included in this Form 10-K/A and incorporated into
MTSs Annual Report on Form 10-K/A for the year ended March 31, 2009.

Submitted by the
Compensation Committee

Allen S. BraswellEdgardo
A. MercadanteDavid W. Kazarian

The information contained in the
above Compensation Committee Report shall not be deemed soliciting material or
filed with the SEC, or subject to the liabilities of Section 18 of the
Exchange Act, except to the extent that we specifically incorporate it by reference into
such filings.

14

---

# ITEM 12.    SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The
following table sets forth, as of July 27, 2009, certain information regarding the
beneficial ownership of common stock by: (i) each of MTSs directors;
(ii) each executive officer named in the Summary Compensation Table; (iii) each
person who is known by MTS to be the beneficial owner of more than 5% of the outstanding
shares of common stock and (iv) all directors and executive officers of MTS as a
group.

|                                                                               |  | Amount and Nature |  | Common Stock
|------------------------------------------------------------------------------ |  | ----------------- |  | ------------
|
|
|
|
|
|Todd E.  Siegel, individually  and  through  the  Siegel Family QTIP Trust (2) |  | 1,688,058         |  | 26.0%       
|Allen S. Braswell (3)                                                          |  | 18,450            |  | *           
|Michael P. Conroy (4)                                                          |  | 35,854            |  | *           
|Chet Borgida (5)                                                               |  | 6,000             |  | *           
|David W. Kazarian (6)                                                          |  | 61,236            |  | *           
|John Stanton (7)                                                               |  | 95,686            |  | 1.5%        
|Michael D. Stevenson (8)                                                       |  | 159,848           |  | 2.4%        
|Irv I. Cohen                                                                   |  | 2,650             |  | *           
|Perry W. Larson (9)                                                            |  | 58,606            |  | *           
|Peter A. Williams (10)                                                         |  | 21,200            |  | *           
|Edgardo A. Mercadante (11                                                      |  | 9,000             |  | *           
|All Officers and Directors as a Group (12 persons) (12)                        |  | 2,161,588         |  | 32.5%       

_________________

*Less than 1% of the outstanding
common stock.

|(1) |  | The business address for the directors and other named executive officers is
                    2003 Gandy Boulevard North, St. Petersburg, Florida 33702.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Mr. Siegel is the trustee of the Siegel Family QTIP Trust, established pursuant
                    to the Siegel Family Revocable Trust (the Trust), and accordingly
                    controls the shares of common stock beneficially owned by the Trust. The Trust
                    is the managing partner of JADE Partners (the Partnership) and
                    accordingly controls the shares of common stock owned by the Partnership.
                    Mr. Siegel owns 61,908 shares of common stock individually, and 1,100
                    shares held by his son, over which Mr. Siegel disclaims beneficial ownership.
                    The Partnership owns 1,606,125 shares of common stock. Includes options
                    exercisable by Mr. Siegel within 60 days of July 27, 2009 to acquire 18,925
                    shares of common stock.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Includes options exercisable by Mr. Braswell within 60 days of July 27, 2009 to
                    acquire 13,750 shares of common stock.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Includes options exercisable by Mr. Conroy within 60 days of July 27, 2009 to
                    acquire 9,438 shares of common stock.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------

15

---

|(5) |  | Includes options exercisable by Mr. Borgida within 60 days of July 27, 2009 to
                    acquire 5,000 shares of common stock.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------

|(6) |  | Includes (i) options exercisable by Mr. Kazarian within 60 days of
                    July 27, 2009 to acquire 34,400 shares of common stock; and (ii) 1,250 shares of
                    common stock held by his wife, over which Mr. Kazarian disclaims beneficial
                    ownership.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) |  | Includes options exercisable by Mr. Stanton within 60 days of July 27, 2009 to
                    acquire 44,400 shares of common stock.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------

|(8) |  | Includes options exercisable by Mr. Stevenson within 60 days of July 27, 2009 to
                    acquire 75,860 shares of common stock.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------

|(9) |  | Includes options exercisable by Mr. Larson within 60 days of July27,
                    2009 to acquire 58,606 shares of common stock.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------

|(10) |  | Includes options exercisable by Mr. Williams within 60 days of July 27, 2009 to
                    acquire 1,200 shares of common stock.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------

|(11) |  | Includes options exercisable by Mr. Mercadante within 60 days of July 27, 2009
                    to acquire 5,000 shares of common stock.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------

|(12) |  | Includes (i) 272,146 shares subject to options held by six executive officers
                    (including one employee director) and six non-employee directors; (ii) 1,100
                    shares of common stock held by Mr. Siegels son, over which Mr. Siegel
                    disclaims beneficial ownership; and (iii) 1,250 shares of common stock held by
                    Mr. Kazarians wife, over which Mr. Kazarian disclaims beneficial
                    ownership.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Equity Compensation Plans

Information
regarding equity compensation plans required by this item is included in Item 5 of Part II
of this report and is incorporated into this item by reference.

# ITEM 13.    CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

# Transactions with
Related Persons

None.

# Review, Approval or
Ratification of Transactions with Related Persons

The
Board recognizes that related party transactions can present a heightened risk of
potential or actual conflicts of interest and may create the appearance that decisions are
based on considerations other than the best interests of MTS and its stockholders. As a
result, the Board prefers to avoid related party transactions. However, the Board also
recognizes that there are situations where related party transactions may be in, or may
not be inconsistent with, the best interests of MTS and its stockholders. As a result, the
Board has placed responsibility to review related party transactions with the Audit
Committee, as indicated in the Audit Committees charter. The Audit Committee has the
authority to approve all related party transactions that MTS would be required to disclose
in accordance with Item 404 of Regulation S-K. This review and approval takes into account
whether the transaction is on terms that are not inconsistent with the best interests of
MTS and its stockholders. While the Board does not currently have a written related party
transactions policy in which the Board evidences its policies and procedures regarding
review, approval or ratification of related party transactions, it is confident that the
Audit Committee will adequately review and approve, ratify or deny all related party
transactions, and all potential related party transactions, that could possibly be
required to be disclosed in accordance with Item 404 of Regulation S-K.

16

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# Director Independence

The
Board has determined that the following members of the Board are independent pursuant to
the applicable NASDAQ Stock Market Marketplace Rules and the applicable SEC rules: Chet
Borgida, Allen S. Braswell, Irv I. Cohen, David W. Kazarian, Edgardo A. Mercadante and
John Stanton. The Board has determined that Todd E. Siegel, who is an MTS officer, is not
independent.

# ITEM 14.    PRINCIPAL
ACCOUNTING FEES AND SERVICES

# Audit Fees

The
aggregate fees billed by Grant Thornton for professional services rendered in connection
with the audit of our financial statements included in our Annual Report on Form 10-K for
fiscal year 2009, as well as for the review of our financial statements included in our
Quarterly Reports on Form 10-Q during fiscal year 2009, totaled $341,408. The aggregate
fees billed by Grant Thornton for professional services rendered in connection with the
audit of our financial statements included in our Annual Report on Form 10-K for fiscal
year 2008, as well as for the review of our financial statements included in our Quarterly
Reports on Form 10-Q during fiscal year 2008 totaled $381,708.

# Audit-Related Fees

There
were no fees billed by Grant Thornton for assurance or related services that are
reasonably related to the performance of the audit of our financial statements included in
our Annual Report on Form 10-K for fiscal year 2009, or for the review of our financial
statements included in our Quarterly Reports on Form 10-Q during fiscal year 2009, that
are not included in the above captioned Audit Fees. The aggregate fees billed
by Grant Thornton for assurance and related services that are reasonably related to the
performance of the audit of our financial statements included in our Annual Report on Form
10-K for fiscal year 2008, as well as for the review of our financial statements included
in our Quarterly Reports on Form 10-Q during fiscal year 2008, that are not included in
the above captioned Audit Fees totaled $5,030.

The
fees for assurance and related services incurred during fiscal year 2008 were primarily
related to research of accounting issues that could potentially affect our financial
statements.

# Tax Fees

There
were no fees billed by Grant Thornton for tax services, including tax compliance, tax
advice and tax planning, for fiscal year 2009. We paid Grant Thornton $26,612 for such tax
services during fiscal year 2008.

# All Other Fees

There
were no fees billed by Grant Thornton for any services other than as referenced in the
above captioned Audit Fees in fiscal year 2009. The aggregate fees billed by
Grant Thornton for services other than as referenced in the above captioned Audit
Fees, Audit-Related Fees and Tax Fees in fiscal year 2008
were $1,000.

17

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# Policy on Audit
Committee Pre-Approval of Audit and Permissible Non-Audit Services

The
charter of the Audit Committee provides that the Audit Committee is responsible for the
pre-approval of all auditing services and permitted non-audit services to be performed for
MTS by Grant Thornton, subject to the requirements of applicable law. The procedures for
pre-approving all audit and non-audit services provided by the independent auditors
include the Audit Committee reviewing a budget for audit services, audit-related services,
tax services and other services. The budget includes a description of, and a budgeted
amount for, particular categories of non-audit services that are anticipated at the time
the budget is submitted and consideration by the Audit Committee, after discussing, it
approves those services it deems appropriate. Approval from the Audit Committee would be
required to exceed the approved budgeted amount for a particular category of services or
to engage the independent auditors for any services not included in the approved budget.
The Audit Committee periodically monitors the services rendered by and actual fees paid to
the independent auditors to ensure that such services are within the parameters approved
by the Audit Committee.

During
the 2009 fiscal year, all of the services described in Audit Fees,
Audit-Related Fees, Tax Fees and All Other Fees were
approved by the Audit Committee in accordance with the foregoing policy on auditor
independence. The Audit Committee considered whether provision of the above non-audit
services is compatible with maintaining such firms independence and satisfied itself
as to Grant Thorntons independence.

18

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# PART IV

# ITEM 15.    EXHIBITS,
FINANCIAL STATEMENT SCHEDULES.

|(b) |  | List of Exhibits. The exhibits listed on the Exhibits Index set forth
          below are filed as part of this report.
|--- |  | -----------------------------------------------------------------------------------------------------------------------

19

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# SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

| | Dated:  July 29, 2009 | MTS MEDICATION TECHNOLOGIES, INC.
| | --------------------- | ---------------------------------
| |                       |                                  
| |                       | By:                              
| |                       |                                  
| |                       |                                  

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.

|Signature                 |  | Title                                                                             |  | Date          | 
|------------------------- |  | --------------------------------------------------------------------------------- |  | ------------- | 
|
|
|/s/ Todd E. Siegel        |  | Chairman of
        the Board of Directors, President and Chief Executive Officer |  | July 29, 2009 | 
|Todd E. Siegel            |  | (principal executive officer)                                                     |  |               | 
|
|/s/ Michael P. Conroy     |  | Chief Financial
        Officer, Vice President and Corporate Secretary           |  | July 29, 2009 | 
|Michael P. Conroy         |  | (principal financial officer)                                                     |  |               | 
|
|/s/ Michael D. Stevenson  |  | Chief Operating
        Officer                                                   |  | July 29, 2009 | 
|Michael D. Stevenson      |  |                                                                                   |  |               | 
|
|/s/ James M. Conroy       |  | Controller (principal accounting
         officer)                                |  | July 29, 2009 | 
|James M. Conroy           |  |                                                                                   |  |               | 
|
|/s/ John Stanton          |  | Director and Vice
        Chairman of the Board of Directors                      |  | July 29, 2009 | 
|John Stanton              |  |                                                                                   |  |               | 
|
|/s/ Allen S. Braswell     |  | Director                                                                          |  | July 29, 2009 | 
|Allen S. Braswell         |  |                                                                                   |  |               | 
|
|/s/ Irv I. Cohen          |  | Director                                                                          |  | July 29, 2009 | 
|Irv I. Cohen              |  |                                                                                   |  |               | 
|
|/s/ David W. Kazarian     |  | Director                                                                          |  | July 29, 2009 | 
|David W. Kazarian         |  |                                                                                   |  |               | 
|
|/s/ Chet Borgida          |  | Director                                                                          |  | July 29, 2009 | 
|Chet Borgida              |  |                                                                                   |  |               | 
|
|/s/ Edgardo A. Mercadante |  | Director                                                                          |  | July 29, 2009 | 
|Edgardo A. Mercadante     |  |                                                                                   |  |               | 

20

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# EXHIBIT INDEX

|Exhibit No. |  | Description                                                                                                                                                            
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|31.1        |  | Certification by the Chief Executive Officer of MTS Medication Technologies, Inc. pursuant to Section
                       302 of the Sarbanes-Oxley Act of 2002. (*)
|31.2        |  | Certification by the Chief Financial Officer of MTS Medication Technologies, Inc. pursuant to Section
                       302 of the Sarbanes-Oxley Act of 2002. (*)
|(*)         |  | Filed herein.                                                                                                                                                          

21

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EXHIBIT 31.1

# CERTIFICATIONS

I, Todd E. Siegel, certify that:

| | 1. | I
have reviewed this annual report on Form 10-K/A of MTS Medication
Technologies, Inc.;
| | -- | ---------------------------------------------------------------------------------------

| | 2. | Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4. | The
registrants other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | Evaluated
the effectiveness of the registrants disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | d) | Disclosed
in this report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent
fiscal quarter (the registrants fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrants internal control over financial
reporting; and
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 5. | The
registrants other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrants auditors and the audit committee of the registrants
board of directors (or persons performing the equivalent functions):
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | All
significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely
to adversely affect the registrants ability to record, process,
summarize and report financial information; and
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | Any
fraud, whether or not material, that involves management or other employees
who have a significant role in the registrants internal control over
financial reporting.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                      |  |  |  | 
|--------------------- |  |  |  | 
|Date:   July 29, 2009 |  |  |  | 
|                      |  |  |  | 
|                      |  |  |  | 

22

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EXHIBIT 31.2

# CERTIFICATIONS

I, Michael P. Conroy, certify that:

| | 1. | I
have reviewed this annual report on Form 10-K/A of MTS Medication
               Technologies, Inc.;
| | -- | ------------------------------------------------------------------------------------------------------

| | 2. | Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4. | The
registrants other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | Evaluated
the effectiveness of the registrants disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | d) | Disclosed
in this report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent
fiscal quarter (the registrants fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrants internal control over financial
reporting; and
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 5. | The
registrants other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrants auditors and the audit committee of the registrants
board of directors (or persons performing the equivalent functions):
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | All
significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely
to adversely affect the registrants ability to record, process,
summarize and report financial information; and
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | Any
fraud, whether or not material, that involves management or other employees
who have a significant role in the registrants internal control over
financial reporting.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                      |  |  |  | 
|--------------------- |  |  |  | 
|Date:   July 29, 2009 |  |  |  | 
|                      |  |  |  | 
|                      |  |  |  | 

23

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