---

Table of Contents

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

# FORM 10-Q

(Mark One)

| | Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
| | ---------------------------------------------------------------------------------------

For the quarterly period ended
December 31, 2006

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

| | For the transition period
        from _______________ to ______________
| | ------------------------------------------------------------------------

Commission File Number:   001-31578

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

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

| | 2003 Gandy Boulevard North,
        Suite 800, St. Petersburg, Florida 33702 | 
| | ---------------------------------------------------------------------------- | 
| |                                                                              | 
| | (Address of Principal Executive Offices)                                     | 

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

| |                                                                                            | 
| | ------------------------------------------------------------------------------------------ | 
| | N/A                                                                                        | 
| |                                                                                            | 
| | (Former Name, Former Address and Former Fiscal Year,
        if changed since last report) | 

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 is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12-2 of
the Exchange Act.  (Check one):

Large accelerated filer     
          Accelerated filer        
       Non-accelerated filer

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

As of February 14, 2007, the registrant had 6,132,405 shares of common stock, $.01 par
        value per share outstanding.

---

# MTS MEDICATION
TECHNOLOGIES, INC. AND SUBSIDIARIES

# Index

| |                | Page                                                                                                                                      | 
| | -------------- | ----------------------------------------------------------------------------------------------------------------------------------------- | 
|
|
|
| | Item 1.        | Financial Statements                                                                                                                      | 
| |                |                                                                                                                                           | 
| |                | Consolidated
        Balance Sheets  December 31, 2006 and March 31, 2006                                                                | 
|
| |                | Consolidated
        Statements of Earnings  Three and Nine Months Ended  December 31, 2006 and 2005                                     | 
|
| |                | Consolidated
        Statement of Changes in Stockholders Equity and Comprehensive Income  Nine Months
        Ended  December 31, 2006 | 
|
| |                | Consolidated
        Statements of Cash Flows  Nine Months Ended  December 31, 2006 and 2005                                             | 
| |                |                                                                                                                                           | 
| |                | Notes
        to Consolidated Financial Statements, Unaudited                                                                             | 
|
| | Item 2.        | Management's Discussion and
        Analysis of Financial Condition and Results of Operations                                             | 
| |                |                                                                                                                                           | 
| | Item 3.        | Quantitative and
        Qualitative Disclosures About Market Risk                                                                        | 
| |                |                                                                                                                                           | 
| | Item 4.        | Controls and Procedures                                                                                                                   | 
| |                |                                                                                                                                           | 
|
| |                |                                                                                                                                           | 
| | Item 1.        | Legal Proceedings                                                                                                                         | 
| |                |                                                                                                                                           | 
| | Item 1A.       | Risk Factors                                                                                                                              | 
| |                |                                                                                                                                           | 
| | Item 2.        | Unregistered Sales of Equity
        Securities and Use of Proceeds                                                                       | 
| |                |                                                                                                                                           | 
| | Item 3.        | Default Upon Senior Securities                                                                                                            | 
| |                |                                                                                                                                           | 
| | Item 4.        | Submission of Matters to a Vote of Security Holders                                                                                       | 
| |                |                                                                                                                                           | 
| | Item 5.        | Other Information                                                                                                                         | 
| |                |                                                                                                                                           | 
| | Item 6.        | Exhibits                                                                                                                                  | 
|
| | Signatures     |                                                                                                                                           | 
|
| | Exhibit Index  |                                                                                                                                           | 
|
| | Certifications |                                                                                                                                           | 

i.

---

Table of Contents

# Item 1.  Financial
Statements

# PART 1 - FINANCIAL
INFORMATION

# 

# MTS MEDICATION
TECHNOLOGIES, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS
(In Thousands)

# ASSETS

|                             | December 31, 2006 |  | March 31, 2006
|---------------------------- | ----------------- |  | --------------
|
|                             | (Unaudited)       |  |               
|
|Current Assets:              |                   |  |               
|Cash                         |                   |  | $             
|Accounts Receivable, Net     |                   |  |               
|Inventories, Net             |                   |  |               
|Prepaids and Other           |                   |  |               
|Deferred Tax Asset           |                   |  |               
|
|Total Current Assets         |                   |  |               
|
|Property and Equipment, Net  |                   |  |               
|Goodwill                     |                   |  |               
|Other Intangible Assets, Net |                   |  |               
|Other Assets, Net            |                   |  |               
|
|Total Assets                 |                   |  | $             
|

# LIABILITIES AND STOCKHOLDERS' EQUITY

|Current Liabilities:                                |  |  |   |        |   |  |   |        |  
|--------------------------------------------------- |  |  | - | ------ | - |  | - | ------ | -
|Accounts Payable and Accrued Liabilities            |  |  | $ | 5,176  |   |  | $ | 5,589  |  
|Current Maturities of Long-Term Debt                |  |  |   | 2,617  |   |  |   | 698    |  
|Current Maturities of Related Party Note Payable    |  |  |   | 323    |   |  |   | 308    |  
|
|Total Current Liabilities                           |  |  |   | 8,116  |   |  |   | 6,595  |  
|
|Long-Term Debt, Less Current Maturities             |  |  |   | 6,216  |   |  |   | 2,727  |  
|Related Party Note Payable, Less Current Maturities |  |  |   | 190    |   |  |   | 434    |  
|Lease Incentive                                     |  |  |   | 292    |   |  |   | 317    |  
|Deferred Tax Liability                              |  |  |   | 608    |   |  |   | 576    |  
|
|Total Liabilities                                   |  |  |   | 15,422 |   |  |   | 10,649 |  
|
|Stockholders' Equity:                               |  | 
|Preferred Stock                                     |  |  |   |       |   |  |   | 2      |  
|Common Stock                                        |  |  |   | 61     |   |  |   | 60     |  
|Capital In Excess of Par Value                      |  |  |   | 8,305  |   |  |   | 13,887 |  
|Accumulated Other Comprehensive Income              |  |  |   | 264    |   |  |   | 91     |  
|Retained Earnings (Accumulated Deficit)             |  |  |   | 226    |   |  |   | (1,279 | )
|Treasury Stock                                      |  |  |   | (328   | ) |  |   | (328   | )
|
|Total Stockholders' Equity                          |  |  |   | 8,528  |   |  |   | 12,433 |  
|
|Total Liabilities and Stockholders' Equity          |  |  | $ | 23,950 |   |  | $ | 23,082 |  
|

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

1

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# 

# MTS MEDICATION
TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS 
(In Thousands; Except Earnings Per Share Amounts)(Unaudited)

|                                                                           | Three Months Ended December 31, |  | Nine Months Ended December 31,
|-------------------------------------------------------------------------- | ------------------------------- |  | ------------------------------
|
|
|
|
|
|Net Sales                                                                  |                                 |  | $                             
|
|Costs and Expenses:                                                        |                                 | 
|Cost of Sales                                                              |                                 |  |                               
|Selling, General and Administrative                                        |                                 |  |                               
|Depreciation and Amortization                                              |                                 |  |                               
|
|Total Costs and Expenses                                                   |                                 |  |                               
|
|Operating Profit                                                           |                                 |  |                               
|
|Interest Expense                                                           |                                 |  |                               
|
|Income Before Taxes                                                        |                                 |  |                               
|
|Income Tax Expense                                                         |                                 |  |                               
|
|Net Income Before Preferred Stock Dividends                                |                                 |  |                               
|
|Convertible Preferred Stock Dividends                                      |                                 |  |                               
|
|Constructive Dividend Related to Redemption of Convertible Preferred Stock |                                 |  |                               
|
|Net (Loss) Income Available to Common Stockholders                         |                                 |  | $                             
|
|Net (Loss) Income Per Basic Common Share                                   |                                 |  | $                             
|
|Net  (Loss) Income Per Diluted Common Share                                |                                 |  | $                             
|
|Weighted Average Shares Outstanding - Basic                                |                                 |  |                               
|
|Weighted Average Shares Outstanding - Diluted                              |                                 |  |                               
|

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

2

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# MTS MEDICATION
TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF
CHANGES IN STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME  NINE MONTHS ENDED
DECEMBER 31, 2006(In Thousands; Except Shares)(Unaudited)

|                                      | Preferred Stock |   | Common Stock |   | Capital |   | Accumulated |           | Retained |   |    |  |   |        |  
|------------------------------------- | --------------- | - | ------------ | - | ------- | - | ----------- | --------- | -------- | - | -- |  | - | ------ | -
|
|
|
|
|
|Balance March 31, 2006                | 2,000           |   |              | $ | 2       |   |             | 6,017,065 |          | $ | 60 |  | $ | 13,887 |  
|
|Tax Benefit of Stock Option Exercises |                 |   |              |   |         |   |             |           |          |   |    |  |   | 143    |  
|
|Exercise of Stock Options             |                 |   |              |   |         |   |             | 108,400   |          |   | 1  |  |   | 512    |  
|
|Stock Grants Issued                   |                 |   |              |   |         |   |             | 5,000     |          |   |   |  |   | 30     |  
|
|Share-Based Compensation              |                 |   |              |   |         |   |             |           |          |   |    |  |   | 102    |  
|
|Redemption of Preferred Stock         | (2,000          | ) |              |   | (2      | ) |             |           |          |   |    |  |   | (6,218 | )
|
|Convertible Preferred Stock Dividends |                 |   |              |   |         |   |             |           |          |   |    |  |   | (151   | )
|
|Comprehensive Income:                 |                 |   |              |   |         |   |             |           |          |   |    |  |   |        |  
|
|Net Income                            |                 |   |              |   |         |   |             |           |          |   |    |  |   |        |  
|
|Foreign Currency Translation          |                 |   |              |   |         |   |             |           |          |   |    |  |   |        |  
|Adjustment                            |                 |   |              |   |         |   |             |           |          |   |    |  |   |        |  
|
|Total Comprehensive Income            |                 |   |              |   |         |   |             |           |          |   |    |  |   |        |  
|
|Balance December 31, 2006             |                |   |              | $ |        |   |             | 6,130,465 |          | $ | 61 |  | $ | 8,305  |  
|

The accompanying
notes are an integral part of this financial statement.

3

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# MTS MEDICATION
TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH
FLOWS (In Thousands)(Unaudited)

|                                                                | Nine Months Ended December 31,
|--------------------------------------------------------------- | ------------------------------
|
|
|
|Operating Activities                                            |                               
|Net Income Before Preferred Stock Dividends                     |                               
|Adjustments to Reconcile Net Income to Net Cash                 |                               
|Provided by Operating Activities:                               |                               
|Gain on Translation of Foreign Currency                         |                               
|Depreciation and Amortization                                   |                               
|Tax Benefit of Options Exercised                                |                               
|Deferred Income Taxes                                           |                               
|Share-Based Compensation                                        |                               
|Amortization of Lease Incentive                                 |                               
|Loss on Disposal of Property and Equipment                      |                               
|(Increase) Decrease in:                                         |                               
|Accounts Receivable                                             |                               
|Inventories                                                     |                               
|Prepaids and Other                                              |                               
|(Decrease) in:                                                  |                               
|Accounts Payable and Other Accrued Liabilities                  |                               
|
|Total Adjustments                                               |                               
|
|Net Cash Provided by Operating Activities                       |                               
|
|Investing Activities                                            |                               
|Expended for Property and Equipment                             |                               
|Expended for Product Development                                |                               
|Expended for Patents and Other Assets                           |                               
|Proceeds on Sale of Property and Equipment                      |                               
|
|Net Cash Used by Investing Activities                           |                               
|
|Financing Activities                                            |                               
|Payments on Notes Payable and Long-Term Debt                    |                               
|Payments on Related Party Note Payable                          |                               
|Paydowns on Revolving Line of Credit                            |                               
|Advances on Revolving Line of Credit                            |                               
|Borrowing on Term Loans                                         |                               
|Tax Benefit of Options Exercised                                |                               
|Exercise of Stock Options                                       |                               
|Dividends on Convertible Preferred Stock                        |                               
|Redemption of Preferred Stock                                   |                               
|
|Net Cash Used by Financing Activities                           |                               
|
|Effect of Exchange Rate Changes on Cash                         |                               
|
|Net Increase (Decrease) in Cash                                 |                               
|Cash at Beginning of Period                                     |                               
|
|Cash at End of Period                                           |                               
|
|Supplemental Information                                        |                               
|Cash paid for interest                                          |                               
|Cash paid for taxes                                             |                               
|
|Supplemental Disclosure of Non-Cash Activities                  |                               
|Reclassification of machine rentals from Inventory to Equipment |                               
|Reclassification of software from Other Assets to Equipment     |                               

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

4

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# MTS MEDICATION
TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2006(Unaudited)

# NOTE A  BASIS OF
PRESENTATION

MTS
Medication Technologies, Inc., a Delaware corporation (the Company or
MTS), was incorporated in March 1984. The Company is a holding company that
operates through its subsidiaries, MTS Packaging Systems, Inc. (MTSP)
and MTS Medication Technologies, Limited (MTS Limited).

MTSP
primarily manufactures and sells consumable medication punch cards, packaging equipment
and ancillary products throughout the United States. Its customers are predominantly
pharmacies that supply nursing homes, assisted living and correctional facilities with
prescription medications for their patients. MTSP manufactures its proprietary consumable
punch cards and packaging equipment primarily in its own facilities. This manufacturing
process uses integrated equipment for manufacturing the consumable medication punch cards.
The consumable medication punch cards and packaging equipment are designed to provide a
cost effective method for pharmacies to dispense medications. The Companys
medication dispensing systems and products provide innovative methods for dispensing
medications in consumable packages. MTS Limited distributes products for MTSP in the
United Kingdom. In February 2006, MTS Limited acquired BAF Printers, Ltd.
(BAF), a United Kingdom based manufacturer of bags and labels for pharmacies.
In February 2007, MTS Limited acquired GDH Consilio GmbH (Consilio), a
distributor of punch cards in Germany.

The
accompanying unaudited condensed consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of America
(US GAAP) for interim financial information and with the instructions to Form
10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the
information and notes required by US GAAP for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating results for the
three and nine-month periods ended December 31, 2006 are not necessarily indicative of the
results that may be expected for future quarters and for the full fiscal year ended March
31, 2007. The unaudited condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto included in the
Companys annual report on Form 10-K for the year ended March 31, 2006.

The
unaudited condensed consolidated financial statements include the accounts of the Company
and its subsidiaries, MTSP and MTS Limited. All other subsidiaries of the Company did not
have operations during the nine-month periods ended December 31, 2006 and 2005.

# NOTE B  INVENTORIES

The
components of inventory consist of the following:

|                                    | December 31, 2006 |   | March 31, 2006
|----------------------------------- | ----------------- | - | --------------
|
|                                    | (In Thousands)   
|
|Raw Materials                       |                   | $ | 3,027         
|Finished Goods and Work in Progress |                   |   | 2,934         
|Less:  Inventory Reserve            |                   |   | (291          
|
|                                    |                   | $ | 5,670         
|

5

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Table of Contents

# NOTE C  EARNINGS
PER SHARE

Basic
earnings per share is calculated by dividing net income (loss) available to common
stockholders by the weighted average number of shares of common stock outstanding for the
period and any warrants outstanding that are exercisable at a de minimus amount. Diluted
earnings per share is calculated by dividing net income before preferred stock dividends
by the basic weighted average number of shares of common stock outstanding for the period,
adjusted for the dilutive effect of common stock equivalents, using the treasury
stock method and the if converted method as it relates to the
convertible preferred stock outstanding unless the impact would be anti-dilutive.

The
effect of outstanding options, warrants and shares of common stock that would be issued
upon conversion of the convertible preferred stock of approximately 1,091,000 and
1,180,000 shares have not been included in the calculation of the loss per common share
for the three and nine months ended December 31, 2006, respectively, because their effect
would have been anti-dilutive. For the three and nine months ended December 31, 2005, the
effect of 411,000 options were not included in the calculation of net income per diluted
common share as the effect would have been anti-dilutive.

The
following table sets forth the computation of income per basic and diluted common share:

|                                                                      | Three Months Ended                       |  | Nine Months Ended
|--------------------------------------------------------------------- | ---------------------------------------- |  | -----------------
|
|
|
|
|                                                                      | (In Thousands; Except Per Share Amounts)
|Numerator:                                                            |                                          |  |                  
|
|Net Income Before Preferred Stock Dividends                           |                                          |  | $                
|
|Minus: Convertible Preferred Stock Dividend                           |                                          |  |                  
|
|Minus: 
        Constructive Dividend on Convertible Preferred Stock  |                                          |  |                  
|
|Net (Loss) Income Available to Common Stockholders                    |                                          |  | $                
|
|Denominator:                                                          |                                          | 
|
|Weighted Average Shares Outstanding - Basic                           |                                          |  |                  
|
|Add: 
        Effect of Dilutive Warrants and Options                 |                                          |  |                  
|
|Effect of Conversion of Convertible Preferred Stock into Common Stock |                                          |  |                  
|
|Weighted Average Shares Outstanding - Diluted                         |                                          |  |                  
|
|Net (Loss) Income Per Common Share - Basic                            |                                          |  | $                
|
|Net (Loss) Income Per Common Share - Diluted                          |                                          |  | $                
|

6

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Table of Contents

# NOTE D 
SHARE-BASED COMPENSATION

The
Company awards share-based compensation as an incentive for employees to contribute to the
Companys long-term success. Historically, the Company has issued options and
restricted stock. At December 31, 2006, the Company had 2,100,000 shares of common stock
authorized for awards of share-based compensation under its Stock Incentive Plan (the
Plan). As of December 31, 2006, options to purchase 873,950 shares were
outstanding and 249,850 options were available for issuance under the Plan.

On
April 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123
(revised 2004), Share-Based Payment (FAS No. 123R). Accordingly, the Company
is now recognizing share-based compensation expense for all awards granted to employees,
which is based on the fair value of the award on the date of grant. The Company adopted
FAS No. 123R under the modified prospective transition method and, consequently,
prior period results have not been restated. Under this transition method, in fiscal 2007,
the Companys reported share-based compensation expense will include expense related
to share-based compensation awards granted subsequent to April 1, 2006, which is based on
the grant date fair value estimated in accordance with the provisions of FAS
No. 123R, as well as any unrecognized compensation expense related to non-vested
awards that were outstanding as of the date of adoption. Prior to April 1, 2006, the
Company applied APB Opinion No. 25 Accounting for Stock Issued to
Employees (APB 25) in accounting for its employee share-based
compensation and applied FAS No. 123 Accounting for Stock Issued to
Employees (FAS No. 123) for disclosure purposes only. Under APB 25, the
intrinsic value method was used to account for share-based employee compensation plans and
compensation expense was not recorded for awards granted with no intrinsic value. The FAS
No. 123 disclosures include pro forma net earnings (loss) and earnings (loss) per
share as if the fair value-based method of accounting had been used. Determining the
appropriate fair value model and calculating the fair value of share-based compensation
awards requires the input of certain highly complex and subjective assumptions, including
the expected life of the share-based compensation awards, the Companys common stock
price volatility, and the rate of employee forfeitures. The assumptions used in
calculating the fair value of share-based compensation awards represent managements
best estimates, but these estimates involve inherent uncertainties and the application of
judgment. As a result, if factors change and the Company deems it necessary to use
different assumptions, share-based compensation expense could be materially different from
what has been recorded in the current period.

For
the nine months ended December 31, 2006, the Company recorded approximately $132,000 of
pre-tax share-based compensation expense under FAS No. 123R, in selling and
administrative expense in the Consolidated Statement of Earnings. This expense was offset
by an approximately $47,000 tax benefit for non-qualified sharebased compensation.

Share-Based Compensation
Awards

The
following disclosures provide information regarding the Companys share-based
compensation awards, all of which are classified as equity awards in accordance with FAS
No. 123R:

| | Restricted Stock Awards  The Company grants restricted stock to certain executive
employees in exchange for services performed, which is based on the terms of their
respective employment agreements. The restricted shares issued are valued based on the
value of the Companys common stock on the date of grant. During the nine months
ended December 31, 2006 and 2005, the Company issued 5,000 shares of restricted common
stock to its Chief Operating Officer as additional compensation under his employment
agreement. The Company recorded share-based compensation expense in the amount of
approximately $31,000 ($19,000 net of tax) and approximately $29,000 ($18,000 net of tax)
during the nine months ended December 31, 2006 and 2005, respectively, based on the fair
value of the shares at the date of grant.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

7

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| | Stock Options and Warrants  The Company grants stock options to employees that allow
them to purchase shares of the Companys common stock. Options are also granted to
outside members of the Board of Directors of the Company. The Company determines the fair
value of stock options at the date of grant using the Black-Scholes valuation model.
Options generally vest immediately, however, the Company has granted options that vest
over three years. The Company granted 21,750 options to members of the Board of Directors
during the nine months ended December 31, 2006. Awards generally expire ten years after
the date of grant. The Company issues new shares upon the exercise of stock options and
warrants.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The Company has 5,900 warrants outstanding at an exercise price of $1.88 per share as of
December 31, 2006, which expire in 2009. These warrants were issued in 1998 and no new
warrants have been issued since that time. There has been no activity relating to the
warrants in the nine months ended December 31, 2006.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

During
the nine-month period ended December 31, 2006, the Company received approximately $513,000
in cash from stock option exercises. A tax benefit of approximately $143,000 was recorded
in the statement of changes in stockholders equity. As of December 31, 2006, the
Company has unrecognized compensation cost of approximately $43,000 expected to be
recognized over the next three years for share-based awards granted.

A
summary of the changes in total stock options outstanding during the nine months ended
December 31, 2006 follows:

|                                 |  |           |   |  | Weighted Average
|-------------------------------- |  | --------- | - |  | ----------------
|
|
|
|
|Outstanding at March 31, 2006    |  | 1,048,600 |   |  | $               
|Options Granted:                 |  |          
|Officers and Directors           |  | 21,750    |   |  |                 
|Employees                        |  | 5,000     |   |  |                 
|Options Exercised                |  | (108,400  | ) |  | $               
|Options Expired                  |  | (93,000   | ) |  | $               
|
|Outstanding at December 31, 2006 |  | 873,950   |   |  | $               
|

Outstanding Options

|                |  |         |  | Weighted Average |  |      
|--------------- |  | ------- |  | ---------------- |  | -----
|
|
|
|$1.45 -   $2.30 |  | 243,000 |  | 4.2              |  | $1.55
|$2.50 -   $5.00 |  | 254,100 |  | 3.8              |  | $3.12
|$5.60 - $12.45  |  | 376,850 |  | 8.5              |  | $6.40

Exercisable Options

|                |  |         |  | Weighted Average |  |      
|--------------- |  | ------- |  | ---------------- |  | -----
|
|
|
|$1.45 -   $2.30 |  | 243,000 |  | 4.2              |  | $1.55
|$2.50 -   $5.00 |  | 222,100 |  | 3.4              |  | $2.99
|$5.60 - $12.45  |  | 371,850 |  | 8.5              |  | $6.38

8

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At
December 31, 2006, exercisable options had aggregate intrinsic values of approximately
$4,481,000. At December 31, 2006, exercisable warrants had aggregate intrinsic values of
approximately $45,000.

Options
exercised during the nine-month period ended December 31, 2006, had intrinsic values of
approximately $520,000. The Company granted 21,750 options to the members of the Board of
Directors during the nine months ended December 31, 2006. The weighted average grant date
fair value for options issued during the nine months ended December 31, 2006 and 2005 was
$4.22 and $3.68, respectively. The weighted average grant date fair value of the
Companys options to which share-based compensation expense was recognized during the
nine months ended December 31, 2006 was $3.84. The fair values were estimated on the date
of the grant using the Black-Scholes valuation model with the following weighted-average
assumptions:

|                                    | Nine Months Ended December 31,
|----------------------------------- | ------------------------------
|
|
|
|
|
|Expected Dividend Yield (1)         |                               
|Expected Stock Price Volatility (2) |                               
|Risk-Free Interest Rate (3)         |                               
|Expected Life in Years (4)          |                               

---

|(1) | The
dividend yield assumption is based on the history and expectation of the Companys
dividend payouts. The Company has not paid dividends on common stock in the
past and is prohibited from paying dividends without the consent of its secured
lender.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The
determination of expected stock price volatility for options granted was
based on historical MTS common stock prices over a period commensurate with the
expected life of the option.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | The
risk-free interest rate is based on the yield of a U.S. treasury bond with a
similar maturity as the expected life of the options.
|--- | --------------------------------------------------------------------------------------------------------------------------------------

|(4) | The
expected life in years for options granted during the nine months ended
December 31, 2006 and 2005 was based on the historical exercise patterns
experienced by the Company.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

On
February 24, 2005, in response to FAS No. 123R, the Compensation Committee of the
Companys Board of Directors approved accelerating the vesting of options to acquire
205,000 shares of the Companys stock, which accounted for all outstanding options
with an exercise price of $6.50 per share or greater. All of these options were
in-the-money and all were held by two executive officers and one employee. An option was
considered in-the-money if the stated option exercise price was less than $6.55, the
closing price of the Companys common stock on the day the Compensation Committee
approved the acceleration. The accelerated vesting was effective as of the close of
business on February 24, 2005. The acceleration of these options resulted in a charge in
the Companys quarter ended March 31, 2005 of approximately $10,000. The decision to
accelerate vesting of these options was made primarily to avoid recognizing compensation
cost in the statement of earnings in future financial statements upon the effectiveness of
FAS No. 123R. It is estimated that the maximum future share-based compensation expense
that was avoided, based on the Companys implementation date for FAS No. 123R of
April 1, 2006, is approximately $582,000, all of which is related to options that were
held by two executive officers and one employee of the Company. Options granted in the
fiscal year ended March 31, 2006 vested on the grant date.

The
impact of FAS No. 123R, if it had been in effect, on the net income and related per
share amounts of each of our years ended March 31, 2006, 2005 and 2004 was disclosed in
Note 2, Stock-based employee compensation included in our Form 10-K for the year
ended March 31, 2006. Reported net earnings for the three and nine months ended December
31, 2005, adjusting for share-based compensation that would have been recognized if FAS
No. 123R had been followed, is as follows:

9

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|                                                                                                          | Three Months Ended                       |  | Nine Months Ended
|--------------------------------------------------------------------------------------------------------- | ---------------------------------------- |  | -----------------
|
|
|                                                                                                          | (In Thousands; Except Per Share Amounts)
|
|Net Income as Reported                                                                                    |                                          |  | $                
|
|Deduct:  Total share-based
        employee compensation expense determined under fair value-based method |                                          | 
|for all awards, net of related tax effects                                                                |                                          |  |                  
|
|Pro Forma Net Income                                                                                      |                                          |  | $                
|
|Net Income per Common Share:                                                                              |                                          | 
|
|Basic  as reported                                                                                       |                                          |  | $                
|
|Basic  pro forma                                                                                         |                                          |  | $                
|
|Diluted  as reported                                                                                     |                                          |  | $                
|
|Diluted  pro forma                                                                                       |                                          |  | $                
|

# NOTE E  LONG-TERM
DEBT AND RELATED PARTY NOTE PAYABLE

|                                                                                                                           | December 31,   |  | December 31,
|-------------------------------------------------------------------------------------------------------------------------- | -------------- |  | ------------
|
|
|                                                                                                                           | (In Thousands)
|
|Term loan payable in monthly
        installments of $178,000 through June 2009 and one final installment of $1,067,000 in |                |  |             
|July 2009
        plus interest at 0.75% above the prime rate (9.0% at December 31, 2006).                                 |                |  | $           
|
|Revolving line of credit due July 2009; interest payable monthly at the prime rate (8.25% at December 31, 2006).           |                |  |             
|
|Bank term loan payable in monthly installments of $52,000 plus interest at 0.25% above the prime rate                      |                |  |             
|(8.5% at December 31, 2006) through July 2007.                                                                             |                |  |             
|
|Note payable to related party payable in monthly installments of $28,785 including interest at 6.25% through July 2008.    |                |  |             
|
|Capital leases expiring at various times through fiscal year 2010 at interest rates ranging from 6.29% to 9.5%.            |                |  |             
|
|Other Notes and Agreements                                                                                                 |                |  |             
|
|Total Long-Term Debt                                                                                                       |                |  |             
|
|Less Current Portion (including $323,000 and $308,000, respectively due to a related party).                               |                |  |             
|
|Long-Term Debt Due After One Year                                                                                          |                |  | $           
|

In
December 2006, the Company and its secured lender entered into an amendment to its loan
and security agreement. The amendment provided, among other things, for a $6.4 million
term loan. In addition, the amendment extended the maturity date of the revolving credit
note to July 2009 and reduced the maximum amount eligible to be borrowed from $8,500,000
to $5,000,000.

10

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Table of Contents

The
revolving line of credit and bank term loans are collateralized by a first security
interest in all of the assets of the Company. There was approximately $1.8 million
borrowed and an additional $3.2 million available on the Companys revolving line of
credit at December 31, 2006 based upon eligible collateral.

The
revolving line of credit and bank term loans contain provisions that require the Company
to maintain certain financial covenants that, among other things, require the maintenance
of tangible net worth, debt service coverage ratios and total debt to EBITDA ratios. In
addition, certain provisions limit the amount of annual capital expenditures and require
lender approval for certain matters. The Company was in compliance with all provisions of
the loan agreements as of December 31, 2006 and March 31, 2006.

At
December 31, 2006, the Company also had a $1,000,000 line of credit available for
purchases of equipment. Advances on the line of credit are repayable over a three-year
term. There were no amounts outstanding on this line of credit at December 31, 2006 or
March 31, 2006.

# NOTE F 
CONTINGENCIES

In
November 1998, Medical Technology Laboratories, Inc. (MTL), a discontinued
operation, received a refund request in the amount of $1.8 million from Medicare Program
Safeguards (MPS). MTL disputed the refund request in its response to MPS in
December 1998. To date, MTL has not received any further correspondence from MPS regarding
this matter.

The
Company is involved in certain claims and legal actions arising in the ordinary course of
business including the matter referred to above. There can be no assurances that these
matters will be resolved on terms acceptable to the Company. In the opinion of management,
based upon advice of counsel and consideration of all facts available at this time, the
ultimate disposition of these matters is not expected to have a material adverse effect on
the financial position, results of operations or liquidity of the Company.

# NOTE G 
STOCKHOLDERS EQUITY

In
December 2006, the Company entered into an agreement with an investor to redeem 2,000
shares of its convertible preferred stock. The convertible preferred stock had been
outstanding since 2002, paid a dividend of 11 percent, or $220,000 annually, and was
convertible into 847,457 shares of common stock. The Company paid the investor
approximately $6.5 million, or $7.65 per common share equivalent, as well as a $20,000
transaction fee, to fully redeem all of the outstanding shares of convertible preferred
stock held by the investor and completely satisfy all of its obligations under the
convertible preferred stock agreement.

The
Company recorded a constructive dividend of approximately $4.5 million, or $0.73 per
diluted common share, associated with the redemption which represents the amount by which
the payment to the investor exceeded the carrying value of the convertible preferred stock
on the date of redemption. The payment was funded with the proceeds of an overadvance term
loan provided by the Companys secured lender (see Note E to Financial Statements).

# NOTE H  RECENT
DEVELOPMENTS

On
February 6, 2007, the Company acquired 100% of the outstanding shares of CDH Consilio GmbH
in Mühltal, Germany (Consilio) through its wholly owned subsidiary, MTS
Limited. The total consideration to be paid for the shares of Consilio is approximately
566,000 ($733,000) represented by a payment of 255,000 ($330,000) at closing,
the assumption of certain liabilities of approximately 65,000 ($84,000) and the
balance payable over five years contingent upon the achievement of certain financial
performance objectives.

11

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Table of Contents

# NOTE I  OTHER
ASSETS

Other
assets consist of the following:

|                                           | Amortization Period |        | December 31, |   | March 31,
|------------------------------------------ | ------------------- | ------ | ------------ | - | ---------
|
|
|                                           | (In Thousands)     
|
|Product Development                        |                     | 3  5  |              | $ | 3,706    
|Less:  Accumulated
         Amortization   |                     |        |              |   | (2,099   
|
|                                           |                     |        |              | $ | 1,607    
|
|
|Patents                                    |                     | 5  17 |              | $ | 2,508    
|Less:  
        Accumulated Amortization   |                     |        |              |   | (1,767   
|
|                                           |                     |        |              | $ | 741      
|
|
|Financing Costs                            |                     | 3  5  |              | $ | 144      
|Less:  
          Accumulated Amortization |                     |        |              |   | (106     
|
|                                           |                     |        |              | $ | 38       
|
|
|Other                                      |                     | 5      |              | $ | 109      
|Less:  
          Accumulated Amortization |                     |        |              |   |         
|
|                                           |                     |        |              | $ | 109      
|
|Total Other Assets, Net                    |                     |        |              | $ | 2,495    
|

All
of the Companys other assets are pledged as collateral on bank notes.

# NOTE J  RECENT
ACCOUNTING PRONOUNCEMENTS

The
Financial Accounting Standards Board has issued FASB Statement of Financial Accounting
Standards (SFAS) No. 157 (SFAS No. 157), Fair Value Measurements,to eliminate the
diversity in practice that exists due to the different definitions of fair value and the
limited guidance for applying those definitions in GAAP that are dispersed among the many
accounting pronouncements that require fair value measurements. SFAS No. 157 retains the
exchange price notion in earlier definitions of fair value, but clarifies that the
exchange price is the price in an orderly transaction between market participants to sell
an asset or liability in the principal or most advantageous market for the asset or
liability. Also, SFAS No. 157 expands disclosures about the use of fair value to measure
assets and liabilities in interim and annual periods subsequent to initial recognition.
Entities are encouraged to combine the fair value information disclosed under SFAS No. 157
with the fair value information disclosed under other accounting pronouncements, including
SFAS No. 107, Disclosures about Fair Value of Financial Instruments,where
practicable.

SFAS
No. 157 is effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years, although early adoption
is encouraged. Additionally, prospective application of the provisions of SFAS No. 157 is
required as of the beginning of the fiscal year in which it is initially applied, except
when certain circumstances require retrospective application. The Company anticipates
adopting the provisions of SFAS No. 157 on April 1, 2008 and is currently assessing the
impact on its consolidated financial statements.

12

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Table of Contents

# MTS MEDICATION
TECHNOLOGIES, INC. AND SUBSIDIARIES MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED DECEMBER 31, 2006

In
July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in
Income Taxes, an Interpretation of FASB Statement No. 109, (FIN 48). FIN
48 prescribes a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken in a tax return. The Company
must determine whether it is more-likely-than-not that a tax position will be
sustained upon examination, including resolution of any related appeals or litigation
processes, based on the technical merits of the position. Once it is determined that a
position meets the more-likely-than-not recognition threshold, the position is measured to
determine the amount of benefit to recognize in the financial statements. FIN 48 applies
to all tax positions related to income taxes subject to FASB Statement No. 109,
Accounting for Income Taxes.The Company anticipates adopting the provisions of
this interpretation on April 1, 2007 and is currently assessing the impact of FIN 48 on
its consolidated financial statements.

In
September 2006, the SEC staff issued Staff Accounting Bulletin No. 108, Considering
the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year
Financial Statements (SAB 108). SAB 108 was issued to provide
consistency between how registrants quantify financial statement misstatements.
Historically, there have been two widely-used methods for quantifying the effects of
financial statement misstatements.  These methods are referred to as the
roll-over and iron curtain method.  The roll-over method
quantifies the amount by which the current year income statement is misstated.
 Exclusive reliance on an income statement approach can result in the accumulation of
errors on the balance sheet that may not have been material to any individual income
statement, but which may misstate one or more balance sheet accounts.  The iron
curtain method quantifies the error as the cumulative amount by which the current year
balance sheet is misstated.   Exclusive reliance on a balance sheet approach can
result in disregarding the effects of errors in the current year income statement that
results from the correction of an error existing in previously issued financial
statements.  We currently use the roll-over method for quantifying identified
financial statement misstatements. SAB 108 established an approach that requires
quantification of financial statement misstatements based on the effects of the
misstatement on each of the companys financial statements and the related financial
statement disclosures.  This approach is commonly referred to as the dual
approach. SAB 108 allows registrants to: (1) retroactively adjust prior financial
statements as if the dual approach had always been used; or (2) record the cumulative
effect of initially applying the dual approach as adjustments to the carrying values of
assets and liabilities as of April 1, 2006 with an offsetting adjustment recorded to the
opening balance of retained earnings.  Use of this cumulative effect
transition method requires detailed disclosure of the nature and amount of each individual
error being corrected through the cumulative adjustment and how and when it arose. We will
initially apply SAB 108 using the cumulative effect transition method in connection with
the preparation of our annual financial statements for the year ending March 31,
2007.  When we initially apply the provisions of SAB 108, we do not expect that there
will be an adjustment to our financial statements.

# NOTE K  SEGMENT
INFORMATION

The
individual subsidiaries comprising the Company operate predominantly in a single industry
as manufacturers of consumable medication punch cards, packaging equipment and ancillary
products. The Company has operations in the United States and subsidiaries in the United
Kingdom. In computing operating profit for foreign subsidiaries, allocations of general
corporate expenses have been made and intercompany sales were recorded at values that
approximate fair value exchanges between unrelated parties. Management evaluates the
Companys business performance on a geographic basis.

13

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Total
assets of the foreign subsidiaries are those assets related to the operations of those
companies. United States total assets consist of all other operating assets of the
Company. Segment information is as follows:

|                                     | United States  |  | United Kingdom |        | Elimination |   | Consolidated
|------------------------------------ | -------------- |  | -------------- | ------ | ----------- | - | ------------
|
|                                     | (In Thousands)
|Three Months Ended December 31, 2006 |                |  |                |        |             |   |             
|
|Sales to Unaffiliated Customers      |                |  | $              | 10,740 |             | $ | 1,695       
|Intercompany Sales                   |                |  | $              | 534    |             | $ |            
|Operating Profit                     |                |  | $              | 1,230  |             | $ | (2          
|Total Assets                         |                |  | $              | 19,391 |             | $ | 4,824       
|Depreciation and Amortization        |                |  | $              | 548    |             | $ | 46          
|Capital Expenditures                 |                |  | $              | 306    |             | $ | 1           
|
|Three Months Ended December 31, 2005 |                | 
|
|Sales to Unaffiliated Customers      |                |  | $              | 10,359 |             | $ | 669         
|Intercompany Sales                   |                |  | $              | 230    |             | $ |            
|Operating Profit                     |                |  | $              | 1,200  |             | $ | (87         
|Total Assets                         |                |  | $              | 18,543 |             | $ | 1,284       
|Depreciation and Amortization        |                |  | $              | 489    |             | $ | 9           
|Capital Expenditures                 |                |  | $              | 224    |             | $ |            

|                                    | United States  |  | United Kingdom |        | Elimination |   | Consolidated
|----------------------------------- | -------------- |  | -------------- | ------ | ----------- | - | ------------
|
|                                    | (In Thousands)
|Nine Months Ended December 31, 2006 |                |  |                |        |             |   |             
|
|Sales to Unaffiliated Customers     |                |  | $              | 31,965 |             | $ | 4,842       
|Intercompany Sales                  |                |  | $              | 1,613  |             | $ |            
|Operating Profit                    |                |  | $              | 3,346  |             | $ | (214        
|Total Assets                        |                |  | $              | 19,391 |             | $ | 4,824       
|Depreciation and Amortization       |                |  | $              | 1,618  |             | $ | 137         
|Capital Expenditures                |                |  | $              | 971    |             | $ | 50          
|
|Nine Months Ended December 31, 2005 |                | 
|
|Sales to Unaffiliated Customers     |                |  | $              | 28,513 |             | $ | 2,496       
|Intercompany Sales                  |                |  |                | 1,077  |             |   |            
|Operating Profit                    |                |  | $              | 2,250  |             | $ | 50          
|Total Assets                        |                |  | $              | 18,543 |             | $ | 1,284       
|Depreciation and Amortization       |                |  | $              | 1,772  |             | $ | 26          
|Capital Expenditures                |                |  | $              | 894    |             | $ | 7           

Sales
to Canada have been included in the United States because they are not material.

Operating income
is total sales and other operating income less operating expenses. Segment operating
income does not include interest expense and net miscellaneous income/expense.

14

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Table of Contents

Item 2.  
Management's Discussion and Analysis of Financial Condition and Results of Operations

References
in this Form 10-Q to the Company, MTS, we,
our or us means MTS Medication Technologies, Inc., together with
its subsidiaries, except where the context otherwise indicates. This Form 10-Q contains
forward-looking statements within the meaning of that term in Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Additional
written or oral forward-looking statements may be made by us from time to time, in filings
with the Securities and Exchange Commission or otherwise. Statements contained herein that
are not historical facts are forward-looking statements made pursuant to the safe harbor
provisions described above. Forward-looking statements may include, but are not limited
to, projections of revenues, income or losses, capital expenditures, plans for future
operations, the elimination of losses under certain programs, financing needs or plans,
compliance with financial covenants in loan agreements, plans for sale of assets or
businesses, plans relating to our products or services, assessments of materiality,
predictions of future events and the effects of pending and possible litigation, as well
as assumptions relating to the foregoing. In addition, when used in this discussion, the
words anticipates, estimates, expects,
intends, believes, plans and variations thereof and
similar expressions are intended to identify forward-looking statements.

Forward-looking
statements are inherently subject to risks and uncertainties, some of which cannot be
predicted or quantified based on current expectations. Consequently, future events and
actual results could differ materially from those set forth in, contemplated by, or
underlying the forward-looking statements contained herein. Statements in Quarterly
Reports, particularly in Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations and Notes to Condensed Consolidated
Financial Statements, describe factors, among others, that could contribute to or cause
such differences. Other factors that could contribute to or cause such differences
include, but are not limited to, unanticipated increases in operating costs, labor
disputes, capital requirements, increases in borrowing costs, product demand, pricing,
market acceptance, intellectual property rights and litigation, risks in product and
technology development and other risk factors detailed in our Securities and Exchange
Commission filings. In particular any comments regarding possible default waivers related
to our loan agreement are forward-looking statements.

Readers
are cautioned not to place undue reliance on any forward-looking statements contained
herein, which speak only as of the date hereof. We undertake no obligation to publicly
release the result of any revisions of these forward-looking statements that may be made
to reflect events or circumstances after the date hereof or to reflect the occurrence of
unexpected events.

# Summary of Results

Our
net sales in the three and nine months ended December 31, 2006 were $12.4 million and
$36.8 million, respectively, compared with $11.0 million and $31.0 million in the same
periods of the prior year. Net sales of our consumable products and prepackaging equipment in the U.S.
to existing and new customers in the three and nine months ended December 31, 2006 increased approximately
5.0% and 10.6%, respectively.  Sales of our
OnDemand® and MedLocker® machines increased approximately 0.5% and 38.4%,
respectively, compared to prior year periods. We believe the net sales increase in our
consumable products is primarily the result of: (1) increased penetration of independent
pharmacies; (2) growth in market demands due to the aging demographics of the U.S.
population; (3) a continued shift toward punch-card use; (4) growth in international
markets; and (5) increased sales to our largest customer. Our net sales in the United
Kingdom were up approximately 117.4% and 93.9% for the three months and nine months ended
December 31, 2006, respectively, compared to the prior year periods primarily due to the
net sales associated with BAF, which we acquired in February 2006.

15

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The
following table sets forth, for the three and nine-month periods indicated, certain key
operating results and other financial information.

|                                                   | Three Months Ended                       |  | Nine Months Ended
|-------------------------------------------------- | ---------------------------------------- |  | -----------------
|
|
|
|                                                   | (In Thousands; Except Per Share Amounts)
|
|Net Sales                                          |                                          |  | $                
|Gross Profit                                       |                                          |  | $                
|Operating Profit                                   |                                          |  | $                
|Net (Loss) Income Available to Common Stockholders |                                          |  | $                
|Net (Loss) Income Per Common Share  Diluted       |                                          |  | $                

# RECENT DEVELOPMENTS

In
December 2006, the Company entered into an agreement with an investor to redeem 2,000
shares of its convertible preferred stock. The convertible preferred stock had been
outstanding since 2002, paid a dividend of 11 percent, or $220,000 annually, and was
convertible into 847,457 shares of common stock. The Company paid the investor
approximately $6.5 million, or $7.65 per common share equivalent, as well as a $20,000
transaction fee, to fully redeem all of the outstanding shares of convertible preferred
stock held by the investor and completely satisfy all of its obligations under the
convertible preferred stock agreement.

The
Company recorded a constructive dividend of approximately $4.5 million, or $0.73 per
diluted common share, associated with the redemption which represents the amount by which
the payment to the investor exceeded the carrying value of the convertible preferred stock
on the date of redemption. The payment was funded with the proceeds of an overadvance term
loan provided by the Companys secured lender (see Note E to Financial Statements).

On
February 6, 2007, the Company acquired 100% of the outstanding shares of CDH Consilio GmbH
in Mühltal, Germany (Consilio) through its wholly owned subsidiary, MTS
Limited. The total consideration to be paid for the shares of Consilio is approximately
566,000 ($733,000) represented by a payment of 255,000 ($330,000) at closing,
the assumption of certain liabilities of approximately 65,000 ($84,000) and the
balance payable over five years contingent upon the achievement of certain financial
performance objectives.

# ESTIMATES AND CRITICAL
ACCOUNTING POLICIES

The
preparation of our consolidated financial statements in conformity with generally accepted
accounting principles in the United States requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities as of the date of
the financial statements and revenue and expenses for the respective period-ended for such
statements. The determination of estimates requires the use of judgment since future
events and their affect on our operations cannot be determined with absolute certainty.
Actual results typically differ from these estimates in some fashion, and at times, these
variances may be material to our financial statements. Our management continually
evaluates its estimates and assumptions, which are based on historical experience and
other factors that are believed to be reasonable under these circumstances. These
estimates and our actual results are subject to the risk factors listed under Item
1. Business in our Form 10-K for the year ended March 31, 2006. Nevertheless, our
management believes the following items involve a higher degree of complexity and,
judgment and therefore, has commented on these items below.

16

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Consolidation

The
consolidated financial statements include the accounts of the Company and its
subsidiaries, MTSP, MTS Limited and BAF. All significant inter-company accounts and
transactions have been eliminated in consolidation.

Revenue Recognition

The
Company recognizes revenue on the sale of machines, other than OnDemand machines, and all
consumables when title and risk of loss to the products shipped has transferred to the
customer. The Company recognizes revenue related to the sale of its OnDemand machines as
prescribed in SOP 97-2 Software Revenue Recognition because the software
component of the OnDemand machine is significant and not incidental to the value and
functionality of the machine. In addition, the sale of an OnDemand machine represents an
arrangement that encompasses multiple deliverables and therefore each deliverable
represents a separate unit of accounting. The separate deliverables are comprised of (a)
the OnDemand machine installed at the customers location; (b) the user training; (c)
certain component parts that are sold separately, principally cassettes that hold
medications; and (d) maintenance. These separate deliverables are incidental to the
functionality of the machine. The vendor specific objective evidence (VSOE) of fair value
of the deliverables outlined in (b-d) has been determined based upon the value of these
deliverables if they were sold separately. The fair value of the deliverable outlined in
(a) has been determined using the residual method which equals the total selling price of
the OnDemand machine, including installation, training and cassettes, less the aggregate
fair value of (b-d). The terms of the sale arrangement for an OnDemand machine is
typically FOB shipping point, at which time title and risk of loss transfers to the
customer, however, because the installation of the machine is essential to the
functionality of the machine the recognition of any of the revenue associated with the
machine is deferred until the machine is installed. For those cassettes that are provided
to the customer after the OnDemand machine is installed, the revenue associated with those
cassettes is recognized upon their delivery. When the training is performed, the Company
recognizes the revenue associated with the training.

Revenue
includes certain amounts invoiced to customers for freight and handling charges. The
Company includes the actual cost of freight and handling incurred in cost of sales.

Revenue
is reported net of rebates and discounts provided to customers. Rebates are generally
determined based upon pricing agreements that offer certain customers incentives to
purchase products from the Company. Discounts are provided from time to time primarily to
compensate customers for inconveniences caused by late shipments, defective product or
pricing errors. Rebates and discounts were $1,059,000 and $1,061,000 for the nine months
ended December 31, 2006 and 2005, respectively. Rebates and discounts are recorded at the
time they are earned by the customer.

Accounts Receivable

Trade
accounts receivable are recorded based upon the invoiced amount, are generally not
interest bearing and are considered past due when full payment is not received by the
specified credit terms. The Company does not typically require collateral when granting
credit; however, customer credit worthiness is reviewed prior to granting credit. The
Company normally estimates the uncollectibility of its accounts receivable. The Company
considers many factors when making its estimates, including analyzing accounts receivable
and historical bad debts, customer concentrations, customer credit worthiness, current
economic trends and changes in its customer payment terms when evaluating the adequacy of
the reserve for uncollectible accounts. The Company reviews the status of its accounts
monthly, assessing the customers ability to pay. When a specific account is deemed
uncollectible, the account is written off against the reserve for uncollectible accounts.
As of December 31, 2006 and March 31, 2006, the Company has established an allowance for
doubtful accounts of approximately $235,000 and $236,000, respectively, to account for
estimated uncollectible accounts.

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Inventories

Inventories
are stated at the lower of cost or market. Cost is determined by the first-in, first-out
(FIFO) method. The elements of costs included in the valuation of inventory
are the direct costs associated with materials purchased, direct labor expended to
manufacture the inventory and an allocation of general overhead expenses incurred to
operate the manufacturing facilities. The reserve for inventory obsolescence and slow
moving inventory is reviewed on a regular basis. The Company reviews various information
related to the age and turnover of specific inventory items to assist in its assessment.
As of December 31, 2006 and March 31, 2006, we established an inventory reserve of
approximately $291,000 and $192,000, respectively, to account for the estimated loss in
value of inventory due to obsolescence.

Self-Insurance Plan
Reserve

The
Company has a medical health benefit self-insurance plan, which covers substantially all
of its employees. During the year ended March 31, 2006, the Company was reinsured for
claims that exceed $50,000 per participant and an annual maximum aggregate limit of
approximately $783,000. Reinsurance limits for the fiscal year ending March 31, 2007 were
raised to $100,000 per participant and $854,000 in the aggregate. Future claims experience
may affect the reinsurance limits that may be available to the Company in subsequent
fiscal years. The Company has established a reserve of approximately $124,000 and $90,000
at December 31, 2006 and March 31, 2006, respectively, for all unpaid claims incurred and
reported during the quarter ended December 31, 2006 and the fiscal year ended March 31,
2006. Self-insured medical claims costs incurred during the nine months ended December 31,
2006 and December 31, 2005 totaled approximately $655,000 and $322,000, respectively.

Income Taxes

Income
taxes are provided for under the liability method in accordance with FASB No. 109,
Accounting for Income Taxes, whereby deferred tax assets are recognized for
deductible temporary differences and operating loss and tax credit carryforwards and
deferred tax liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets and liabilities and
their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the
effects of changes in tax laws and rates on the date of enactment.

Goodwill and Other
Intangible Assets

The
Company follows SFAS No. 142, Goodwill and Other Intangible Assets, and
accordingly will not amortize goodwill, but will annually review it for impairment. Any
impairment charges related to goodwill will not be deductible for tax purposes. Other
intangible assets acquired in the BAF acquisition are amortized on a straight-line basis
over a period ranging from seven to fifteen years, the estimated useful life of the
assets.

Valuation of Long-Lived
Assets and Certain Identifiable Intangibles

Long-lived
assets and certain identifiable intangibles that are held and used by the Company are
reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount of these assets may not be recoverable in accordance with Financial
Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No.
144, Accounting for the Impairment or Disposal of Long-Lived Assets. In
performing the review for recoverability, the Company estimates the future cash flows
expected to result from the use of the assets and their eventual disposition. If the sum
of the expected future cash flows is less than the carrying amount of the assets, an
impairment loss is recognized based on a discounted cash flow analysis. Management
believes no impairment loss existed for any of the periods presented.

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Product Development

All
costs incurred subsequent to the completion of research and development activities
associated with a products hardware components and the software components
achievement of technological feasibility are capitalized until the product is available
for general release to customers. Product development costs are generally amortized over a
five-year period beginning on the date the product is released for sale to customers. On a
quarterly basis, we review the viability and recoverability of these project costs.

Estimated Liabilities

We
make a number of estimates in the ordinary course of business. Historically, past changes
to these estimates have not had a material impact on our financial condition. However,
circumstances could change, which would alter future financial information based upon a
change in estimated-vs.-actual results.

We
are subject to various matters of litigation in the ordinary course of business. As the
outcome of any litigation is unknown, management estimates the potential amount of
liability, if any, in excess of any applicable insurance coverage, based on historical
experience and/or the best estimate of the matter at hand. Significant changes in
estimated amounts could occur. To date, we have not had to pay any legal settlements in
excess of existing insurance coverage.

Warranty

We
establish a reserve for warranty costs we may incur during the warranty period that is
provided for in the OnDemand machine sales agreements (generally six months) with our
customers. Warranty and service costs incurred during the nine-month periods ended
December 31, 2006 and 2005 totaled approximately $289,000 and $187,000, respectively. As
of December 31, 2006 and March 31, 2006, the Company established a reserve for warranty
costs of $66,000 and $54,000, respectively.

Foreign Currency
Transactions and Translation

For
the Companys foreign subsidiaries that use a currency other than the U.S. dollar as
their functional currency, assets and liabilities are translated at exchange rates in
effect at the balance sheet date, and revenue and expenses are translated at the average
exchange rate for the period. The effects of these translation adjustments are reported in
other comprehensive income. Gains arising from transactions denominated in a currency
other than the functional currency of the entity involved are included in operating
profit. Foreign currency transaction gains incurred during the nine-month period ended
December 31, 2006 were approximately $103,000. Foreign currency transaction gains for the
nine-month period ended December 31, 2005, were not material.

# RESULTS OF OPERATIONS

Three Months Ended
December 31, 2006 and 2005

Net
sales for the three months ended December 31, 2006 was $12.4 million compared with $11.0
million during the same period of the prior fiscal year. Net sales increased for
consumable punch cards and machines sold to new and existing customers by 5.0% overall
primarily due to: (1) increased penetration of independent pharmacies; (2) growth in
market demands due to the aging demographics of the U.S. population; (3) a continued shift
toward punch-card use; (4) growth in international markets; and (5) increased sales to our
largest customer. Revenue associated with the sale of OnDemand and MedLocker machines was
$0.5 million during the three months ended December 31, 2006 compared with $0.5 million in
the same period of the prior year. Revenue in the United Kingdom increased 117.4% due
primarily to revenue associated with BAF Printers, Ltd., which was acquired in February
2006. Average selling prices for consumable products were higher during the third quarter
of fiscal 2006 compared to the same period of the prior fiscal year.

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Cost
of sales for the three months ended December 31, 2006 was $7.7 million compared with $6.8
million during the same period of the prior year. Cost of sales as a percentage of sales
increased to 61.9% from 61.4% during the same period of the prior fiscal year. Cost of
sales as a percentage of sales primarily as a result of higher overhead costs primarily
related to increased costs of health care benefits and an increased number of personnel.
In addition, the proportion of net sales derived from machines and consumables varies from
period to period, and the gross margin realized on machines and various forms of
consumables can be significantly different.

Selling,
general and administration expenses for the three months ended December 31, 2006 increased
12.7% to $2.9 million compared to $2.6 million in the prior year. SG&A expense
increased primarily due to higher marketing expenditures, increased personnel and benefit
costs, administrative and selling costs associated with BAF, Ltd., and certain research
and development projects in the United Kingdom.

Depreciation
and amortization expense increased to $594,000 from $498,000 in the same period the prior
year due to recent acquisitions of capital equipment.

Interest
expense for the three months ended December 31, 2006 decreased 8.2% to $67,000 from
$73,000 during the same period of the prior fiscal year. The decrease results primarily
from lower debt levels compared with the same period of the prior year offset, in part, by
higher interest rates.

Income
tax expense increased to $448,000 during the three months ended December 31, 2006 from
$415,000 during the same period of the prior fiscal year. This increase results from
higher net income before taxes during the three-month period ended December 31, 2006
compared to the same period of the prior year. The effective tax rate for the three-month
period ended December 31, 2006 was 38.7% compared with 37.8% the prior year. The increase
in the effective tax rate results primarily from state and local taxes, which are payable
to more states than in the prior year.

Nine Months Ended
December 31, 2006 and 2005

Net
sales for the nine months ended December 31, 2006 was $36.8 million compared with $31.0
million during the same period of the prior year. Net sales increased for consumable punch
cards and machines sold to new and existing customers by 10.6% overall primarily due to:
(1) increased penetration of independent pharmacies; (2) growth in market demands due to
the aging demographics of the U.S. population; (3) a continued shift toward punch-card
use; (4) growth in international markets; and (5) increased sales to our largest
customers. In addition, revenue associated with the sale of OnDemand and MedLocker
machines was $2.2 million during the nine months ended December 31, 2006 compared with
$1.5 million in the same period of the prior year. Revenue in the United Kingdom increased
93.9% primarily due to revenue associated with BAF Printers, Ltd., which was acquired in
February 2006. Average selling prices for consumable products were higher during the nine
months ended December 31, 2006 compared to the same period of the prior fiscal year.

Cost
of sales for the nine months ended December 31, 2006 was $22.9 million compared with $19.0
million during the same period of the prior year. Cost of sales as a percentage of sales
increased to 62.1% from 61.2% during the same period of the prior fiscal year. Cost of
sales as a percentage of sales increased primarily as a result of higher overhead costs
related to increased costs of health care benefits and increased personnel. In addition,
the proportion of net sales derived from machines and consumables varies from period to
period, and the gross margin realized on machines and various forms of consumables can be
significantly different.

Selling,
general and administration expenses for the nine months ended December 31, 2006 increased
16.0% to $9.1 million from $7.9 million in the prior year primarily due to increased
marketing expenditures, increased personnel and benefit costs, administrative and selling
costs associated with BAF Printers, Ltd., certain research and development projects in the
United Kingdom and share-based compensation costs related to stock option awards granted
to members of the Board of Directors for past years service.

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Depreciation
and amortization expenses for the nine months ended December 31, 2006 and 2005 was $1.8
million. The prior year depreciation expense included a charge of $399,000 related to an
adjustment that resulted from a physical inventory of equipment that was completed in
September 2005. The current year depreciation and amortization expense is higher than the
prior year, after excluding the one-time charge, due to recent acquisitions of capital
equipment.

Interest
expense for the nine months ended December 31, 2006 decreased 27.4% to $183,000 from
$252,000 during the same period of the prior fiscal year. The decrease resulted primarily
from lower debt levels and was partially offset by higher interest rates.

Income
tax expense was $1,121,000 during the nine months ended December 31, 2006 compared with
$797,000 during the same period of the prior fiscal year. The increase results from higher
net income before taxes. The effective tax rate during the nine months ended December 31,
2006 was 38.8% compared with 37.8% the prior year. The increase in the effective tax rate
results primarily from state and local taxes, which are payable to more states than in the
prior year.

# LIQUIDITY AND CAPITAL
RESOURCES

During
the nine months ended December 31, 2006, we had net income before preferred stock
dividends of $1.8 million compared with $1.3 million during the same period of the prior
fiscal year. Cash provided by operations was approximately $2.6 million during the nine
months ended December 31, 2006 compared to $4.0 million in the same period in the prior
year. The decrease results primarily from an increase in accounts receivable due to higher
net sales, increases in inventory and deposits provided to outsourced manufacturing
companies. We had working capital of $7.3 million at December 31, 2006 compared to $7.9
million at March 31, 2006.

Investing
activities used $1.5 million during the nine months ended December 31, 2006 compared with
$1.4 million during the same period of the prior fiscal year. The increase resulted
primarily from slightly higher capital expenditures.

Financing
activities used $798,000 during the nine months ended December 31, 2006 compared with $2.8
million during the same period of the prior fiscal year. The decrease results primarily
from lower net pay-downs on the revolving line of credit.

In
December 2006, the Company entered into an agreement with an investor to redeem 2,000
shares of its convertible preferred stock. The convertible preferred stock had been
outstanding since 2002, paid a dividend of 11 percent, or $220,000 annually, and was
convertible into 847,457 shares of common stock. The Company paid the investor
approximately $6.5 million, or $7.65 per common share equivalent, as well as a $20,000
transaction fee, to fully redeem all of the outstanding shares of convertible preferred
stock held by the investor and completely satisfy all of its obligations under the
convertible preferred stock agreement.

The
Company recorded a constructive dividend of approximately $4.5 million, or $0.73 per
diluted common share, associated with the redemption which represents the amount by which
the payment to the investor exceeded the carrying value of the convertible preferred stock
on the date of redemption. The payment was funded with the proceeds of an overadvance term
loan provided by the Companys secured lender (see Note E to Financial Statements).

Our
short-term and long-term liquidity is primarily dependent on our ability to generate cash
flow from operations. Inventory levels may change significantly if we are successful in
selling our OnDemand machines. Increases in net sales may result in corresponding
increases in accounts receivable. Cash flow from operations and borrowing availability on
the revolving line of credit is anticipated to support an increase in accounts receivable
and inventory.

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We
have new product development projects underway that are expected to be funded by cash flow
from operations. These projects are monitored on a regular basis to attempt to ensure that
the anticipated costs associated with them do not exceed our ability to fund them from
cash flow from operations and other sources of capital.

There
was $1.8 million borrowed and an additional $3.2 million available on our revolving line
of credit at December 31, 2006 based upon eligible collateral. In addition, we had $1.0
million available on our capital equipment line of credit.

The
revolving line of credit and term loans contain financial covenants that, among other
things, require us to maintain certain financial ratios, tangible net worth and limits the
amount of capital expenditures we can make. We were in compliance with all provisions of
the loan agreements at December 31, 2006 and March 31, 2006.

We
believe that the cash generated from operations during this fiscal year, and amounts
available on our revolving line of credit and our capital equipment line of credit, will
be sufficient to meet our capital expenditures, product development, working capital needs
and the principal payments required by our term loan agreements.

# Item 3.  Quantitative and
Qualitative Disclosures About Market Risk

The
Company is exposed to the impact of interest rate changes as borrowings under its Senior
Credit Agreement bear interest at variable interest rates. The Company does not currently
actively manage this interest rate risk exposure. A 1% change in interest rates up or down
would have affected the Companys statement of operations on an annual basis by
approximately $86,000 at the variable-rate outstanding level of debt at December 31, 2006.

In
addition, the Company is exposed to exchange rate changes of the British Pound as it
impacts the net asset value of its subsidiaries located in the United Kingdom. The Company
does not currently actively manage this foreign currency exchange rate risk exposure. This
exposure may increase if our international business continues to grow.

# Item 4.  Controls and
Procedures

Evaluation of Disclosure
Controls and Procedures

Our
chief executive officer and chief financial officer are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) for MTS. Accordingly, our chief executive officer and chief financial
officer designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under their supervision, to ensure that material
information relating to MTS, including our consolidated subsidiaries, is made known to our
chief executive officer and chief financial officer by others within those entities. We
regularly evaluate the effectiveness of disclosure controls and procedures and report our
conclusions about the effectiveness of the disclosure controls quarterly on our Form 10-Q
and annually on our Form 10-K. Based upon the evaluation for the period ended December 31,
2006, our chief executive officer and chief financial officer concluded that our
disclosure controls and procedures were effective, as of the end of the period ended
December 31, 2006 in ensuring that material information relating to the Company required
to be disclosed by the Company in reports that it files or submits under the Exchange Act
is recorded, processed, summarized and reported within the time periods specified in the
SECs rules and forms and that such information is accumulated and communicated to
management, including the chief executive officer and the chief financial officer, as
appropriate, to allow timely decisions regarding required disclosure. Notwithstanding the
material weaknesses described below, which we believe have been remediated, our management
has concluded that the Consolidated Financial Statements fairly state, in all material
respects, our financial condition, results of operations and cash flows for the periods
presented in conformity with generally accepted accounting principles.

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We
previously determined that a material weakness existed in the design or operation of
internal controls over financial reporting because we had not maintained effective
controls regarding the authorization and/or communication of selling terms provided to
customers. We have instituted manual controls that we believe have remediated this
weakness.

In
addition, we previously determined that a material weakness existed in our internal
controls over financial reporting related to the limited number of accounting personnel in
the Company. We believe that this weakness has been remediated by hiring a senior staff
accountant in the U. S. as well as a controller in the United Kingdom.

Changes in Internal
Controls

Other
than those changes described above, there has not been any change in our internal control
over financial reporting identified in connection with the evaluation that occurred during
the nine months ended December 31, 2006, that has materially affected, or is reasonably
likely to materially affect, those controls.

Limitations on the
Effectiveness of Controls

Our
management, including our CEO and CFO, does not expect that our disclosure controls and
internal controls will prevent all error and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control system must
reflect the fact that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Due to the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have been detected. These inherent
limitations include the realities that judgments in decision making can be faulty, and
that breakdowns can occur because of simple error or mistake. Additionally, controls can
be circumvented by the individual acts of some persons, by collusion of two or more
people, or by management override of the control.

The
design of any system of controls is also based in part upon certain assumptions about the
likelihood of future events occurring. There can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions; over time, a
control may become inadequate because of changes in conditions, or the degree of
compliance with the policies or procedures may deteriorate. Due to the inherent
limitations in a cost-effective control system, misstatements due to error or fraud may
occur and not be detected.

CEO and CFO
Certifications

Exhibits
31.1 and 31.2 are Certifications of the CEO and the CFO, respectively. The Certifications
are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the
Section 302 Certifications). This Item of this report, which you are currently
reading, is the information concerning the Evaluation referred to in the Section 302
Certifications and this information should be read in conjunction with the Section 302
Certifications for a more complete understanding of the topics presented.

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# PART II  OTHER
INFORMATION

# Item 1.   Legal Proceedings

None.

# Item 1A.   Risk factors

None.

# Item 2.   Unregistered
Sales of Equity Securities and Use of Proceeds

None.

# Item 3.   Default Upon Senior
Securities

None.

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

None.

# Item 5.   Other Information

None.

# Item 6.   Exhibits

| | 10.1 | Sale
and Purchase  Agreement for and  Assignment  of all the Issued Share Capital of CDH
Consilio GmbH between MTS  Medication Technologies, Limited and Dr.
Anton F. Hasse and Mrs. Silvia Hasse dated February 6. 2007
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.2 | Service
Agreement between CDH Consilio, GmbH and Dr. Anton F. Hasse dated February 6, 2006.
| | ---- | -------------------------------------------------------------------------------------------

| | 10.3 | Fifth
Amendment to Loan and Security Agreement, dated January 31, 2007, between LaSalle
Business Credit, LLC as agent for LaSalle Bank Midwest National Association and MTS
Medication Technologies, Inc. and MTS Packaging Systems, Inc.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.4 | Third
Amendment to Securities Pledge Agreement dated January 31, 2007, between LaSalle Business
Credit, LLC as agent for LaSalle Bank Midwest National Association and MTS Medication
Technologies, Inc.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.5 | Amendment,
Ratification and Confirmation of Continuing Unconditional Guaranty dated January 31, 2007
between MTS Medication Technologies, Limited and LaSalle Business Credit, LLC as agent
for LaSalle Bank Midwest National Association.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.6 | Employment
Agreement between MTS Medication Technologies, Inc. and Michael P. Conroy dated February
9, 2007
| | ---- | -----------------------------------------------------------------------------------------------------------

| | 31.1 | Certification
 of the President and Chief Executive  Officer  pursuant to Section 302 of the
 Sarbanes-Oxley Act of 2002.
| | ---- | -------------------------------------------------------------------------------------------------------------------------

24

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| | 31.2 | Certification
of the Vice President and Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
| | ---- | --------------------------------------------------------------------------------------------------------------------------

| | 32.1 | Certification
of the President and Chief Executive Officer pursuant to 18 U.S.C. §1350.
| | ---- | ---------------------------------------------------------------------------------------

| | 32.2 | Certification
the Vice President and Chief Financial Officer pursuant to 18 U.S.C. §1350.
| | ---- | -----------------------------------------------------------------------------------------

25

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# SIGNATURES

Pursuant
to the requirements 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.

|                          | MTS MEDICATION TECHNOLOGIES, INC.
|------------------------- | ---------------------------------
|
|Date:   February 14, 2007 |                                  
|                          |                                  
|                          |                                  
|                          |                                  

|                          | 
|------------------------- | 
|
|Date:   February 14, 2007 | 
|                          | 
|                          | 
|                          | 

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# EXHIBIT INDEX

Exhibit Index
     Description

| | 10.1 | Sale
and Purchase  Agreement for and  Assignment  of all the Issued Share Capital of CDH
Consilio GmbH between MTS  Medication  Technologies, Limited and Dr.
Anton F. Hasse and Mrs. Silvia Hasse dated February 6. 2007
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.2 | Service
Agreement between CDH Consilio, GmbH and Dr. Anton F. Hasse dated February 6, 2006.
| | ---- | -------------------------------------------------------------------------------------------

| | 10.3 | Fifth
Amendment to Loan and Security Agreement, dated January 31, 2007, between LaSalle
Business Credit, LLC as agent for LaSalle Bank Midwest National Association and MTS
Medication Technologies, Inc. and MTS Packaging Systems, Inc.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.4 | Third
Amendment to Securities Pledge Agreement dated January 31, 2007, between LaSalle Business
Credit, LLC as agent for LaSalle Bank Midwest National Association and MTS Medication
Technologies, Inc.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.5 | Amendment,
Ratification and Confirmation of Continuing Unconditional Guaranty dated January 31, 2007
between MTS Medication Technologies, Limited and LaSalle Business Credit, LLC as agent
for LaSalle Bank Midwest National Association.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.6 | Employment
Agreement between MTS Medication Technologies, Inc. and Michael P. Conroy dated February
9, 2007
| | ---- | -----------------------------------------------------------------------------------------------------------

| | 31.1 | Certification
of the President and Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
| | ---- | ---------------------------------------------------------------------------------------------------------------------

| | 31.2 | Certification
of the Vice President and Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
| | ---- | --------------------------------------------------------------------------------------------------------------------------

| | 32.1 | Certification
of the President and Chief Executive Officer pursuant to 18 U.S.C. §1350.
| | ---- | ---------------------------------------------------------------------------------------

| | 32.2 | Certification
the Vice President and Chief Financial Officer pursuant to 18 U.S.C. §1350.
| | ---- | -----------------------------------------------------------------------------------------

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# CERTIFICATIONS

EXHIBIT 31.1

I, Todd E. Siegel, certify that:

| | 1. | I
have reviewed this quarterly report on Form 10-Q 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 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)) 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) | Evaluated
the effectiveness of the registrants disclosure controls and
procedures 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
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | 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 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:   February 14, 2007 |  | By: | /s/ Todd E. Siegel                    | 
|------------------------- |  | --- | ------------------------------------- | 
|                          |  |     |                                       | 
|                          |  |     | Todd E. Siegel                        | 
|                          |  |     | President and Chief Executive Officer | 

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EXHIBIT 31.2

I, Michael P. Conroy, certify that:

| | 1. | I
have reviewed this quarterly report on Form 10-Q 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 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)) 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) | Evaluated
the effectiveness of the registrants disclosure controls and
procedures 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
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | 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 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:   February 14, 2007 |  | By: | /s/ Michael P. Conroy                      | 
|------------------------- |  | --- | ------------------------------------------ | 
|                          |  |     |                                            | 
|                          |  |     | Michael P. Conroy                          | 
|                          |  |     | Vice President and Chief Financial Officer | 

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Table of Contents

EXHIBIT 32.1

CERTIFICATION PURSUANT
TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002

In connection with the quarterly
report of MTS Medication Technologies, Inc. (the Company) on Form 10-Q for the
quarter ended December 31, 2006 as filed with the Securities and Exchange Commission on
the date hereof (the Form 10-Q), I, Todd E. Siegel, President and Chief
Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted
pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

| | (1) | The
Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (15 U.S.C. § 78m or § 78o(d));
and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | The
information contained in the Form 10-Q fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------

|                                      | 
|------------------------------------- | 
|Dated:
          February 14, 2007    | 
|                                      | 
|/s/ Todd E. Siegel                    | 
|Todd E. Siegel                        | 
|President and Chief Executive Officer | 
|                                      | 
|                                      | 

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Table of Contents

EXHIBIT 32.2

CERTIFICATION PURSUANT
TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002

In connection with the quarterly
report of MTS Medication Technologies, Inc. (the Company) on Form 10-Q for the
quarter ended December 31, 2006 as filed with the Securities and Exchange Commission on
the date hereof (the Form 10-Q), I, Michael P. Conroy, Vice President and
Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as
adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

| | (1) | The
Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (15 U.S.C. § 78m or § 78o(d));
and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | The
information contained in the Form 10-Q fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------

|                                           | 
|------------------------------------------ | 
|Dated:
          February 14, 2007         | 
|                                           | 
|/s/ Michael P. Conroy                      | 
|Michael P. Conroy                          | 
|Vice President and Chief Financial Officer | 
|                                           | 
|                                           | 

31

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