S-8

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8


             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                    MEDICAL TECHNOLOGY AND INNOVATIONS, INC.
             ------------------------------------------------------
                 (Name of small business issuer in its charter)


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

     3125 Nolt Road, Lancaster, PA                               17601
- -------------------------------------------            -------------------------
(Address of principal place of business)                      (zip code)
 
 
   Medical Technology and Innovations, Inc. Consultant Stock Compensation Plan
             ------------------------------------------------------
                            (Full title of the plan)

 Donald F. Mintmire, Esq., 265 Sunrise Avenue, Suite 204, Palm Beach, FL 33480
                               Tel: (561) 832-5696
         --------------------------------------------------------------
            (Name, address and telephone number of agent for service)

 
                         CALCULATION OF REGISTRATION FEE
 
                       PROPOSED      PROPOSED         MAXIMUM        AMOUNT OF
 TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFER REGISTRATION
  TO BE REGISTERED    REGISTERED  PRICE PER SHARE  PRICE PER SHARE    FEE (1)
 ------------------- ------------ ---------------- --------------- ------------
 
   Common Stock       668,000 (2)      $0.22          $146,960         $100
     No par
 
 
(1)  Estimated  pursuant  to Rule  457(c) and 457(h)  solely for the  purpose of
calculating  the  Registration  Fee, which is based on the closing sale price of
the Company's  Common Stock on April 24, 1998 as reported on the OTC  Electronic
Bulletin Board.

(2)  Represents  the  maximum  number of shares to which  options may be granted
under the Medical Technology and Innovations, Inc. Consultant Stock Compensation
Plan (the "Plan").

                                     PART II


INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

     The  following   documents  which  have  been  heretofore  filed  with  the
Securities and Exchange Commission (the "Commission") by the Registrant pursuant
to the Securities  Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference in this Registration Statement:
 
         (1)     The  Registrant's  Annual  Report on Form l0-KSB for the fiscal
year ended June 30, 1997;

         (2)     All other reports filed  by the Registrant with the  Commission
pursuant to Section 13(a) or Section 15(d) of the Exchange  Act since the end of
the fiscal year covered by the Registrant's Annual Report referred to above; and

         (3)     The description of the Common Stock of the Registrant contained
in the Registran's Registration Statement.

     All  documents  filed by the  Registrant  with the  Commission  pursuant to
Section 13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment  hereto which indicates that all securities  offered have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

 Item 4.          Description of Securities.

         Not applicable.

Item 5.           Interests of Named Experts and Counsel.

         Not applicable.

Item 6.           Indemnification of Directors and Officers.

     The Bylaws of the  Registrant  contain  provisions  which  provide  for the
indemnification  of directors,  officers,  and other  employees or agents of the
Registrant  properly appointed to serve in an official capacity who while acting
in good faith, in the best interests of the Registrant,  and within the scope of
their offices, are or are threatened to be named as a defendant or respondent in
a civil or  criminal  action.  The extent of the  indemnification  is limited to
judgements,  penalties,  fines,  settlements  and reasonable  expenses  actually
incurred.

Item 7.           Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits.

*          5.1    Opinion of Mintmire & Associates

*         10.1     Medical Technology and Innovations, Inc. Consultant Stock
                   Compensation Plan

*         23.1     Consent of Simon Lever & Company

          23.2     Consent of Mintmire & Associates  (contained in the opinion
                   filed as Exhibit 5.1 hereof)

   (* filed herewith)

Item 9.           Undertakings.

The Registrant hereby undertakes:

(a)      (1)  to file, during any period in which it offers or sells securities,
a  post  effective  amendment  to  this  registration  statement  to include any
prospectus required by Section 10(a) (3) of the Securities Act;

         (2)  that,  for  the  purpose  of  determining  any liability under the
Securities  Act  of  1933,  to  treat  each  post-effective  amendment  as a new
registration  statement  of  the  securities  offered,  and  the offering of the
securities at that time to be the initial bona fide offering;

         (3)  to remove from registration by means of a post-effective amendment
any of the securities that remain unsold at the end of the offering.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to  directors,  officers,  and  controlling
persons of the small business  issuer pursuant to the foregoing  provisions,  or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the Company in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities  being  registered,  the Company will,  unless in the opinion of this
counsel that matter has been settled by controlling precedent, submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
jurisdiction of such issue.

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement to be signed on its behalf, in the City of Lancaster, Pennsylvania, on
April 24, 1998.

                    MEDICAL TECHNOLOGY AND INNOVATIONS, INC.

                              By:/s/ ROBERT BRENNAN
                                 Robert Brennan, President

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.

   Signature                          Title                               Date
/s/ JEREMY FEAKINS                   Director                            4/24/98
Jeremy Feakins
/s/ JOHN BEHRMANN                    Director                            4/24/98
John Behrmann

                                  EXHIBIT INDEX

EXHIBIT           DESCRIPTION

 5.1              Opinion of Mintmire & Associates

10.1              Medical  Technology  and  Innovations,  Inc.  Consultant Stock
                   Compensation Plan

23.1              Consent of Simon Lever & Company


 

EX-5

EXHIBIT 5.1



April 24, 1998


Board of Directors
Medical Technology & Innovations, Inc.
3125 Nolt Road
Lancaster, PA 17601

Gentlemen:

At your request,  we have examined the Registration  Statement on Form S-8 to be
filed by you with the Securities  and Exchange  Commission on or about April 27,
1998, in connection with the  registration  under the Securities Act of 1933, as
amended,  of  900,000  shares  of the  Company's  Common  Stock,  no  par  value
(exclusive of any securities  associated  therewith,  the "Stock") to be sold by
you pursuant to the Company's Consultant Stock Compensation Plan. (the "Purchase
Plan").

As your counsel,  we have examined the proceedings  relating to and action taken
by you in connection with the adoption of the Purchase Plan.

It is our opinion  that the  900,000  shares of the Stock that may be issued and
sold by the  Company  pursuant  to the Plan,  when issued and sold in the manner
provide in the Plan, will be validly issued, fully-paid and non-assessable.

We  consent  to the  use of  this  opinion  as an  exhibit  to the  Registration
Statement  and  further  consent  to all  references  to us in the  Registration
Statement and any  amendments  thereto.  In providing  this  consent,  we do not
thereby  admit that we are  within the  category  of  persons  whose  consent is
required  under  Section  7 of the  Securities  Act of 1933,  or the  rules  and
regulations of the Commission thereunder.


Very truly yours,

MINTMIRE & ASSOCIATES


By: /s/ Donald F. Mintmire, Esq.
Donald F. Mintmire, Esq.


DFM/mt

EX-10

EXHIBIT 10.1
                       CONSULTANT STOCK COMPENSATION PLAN

I.       PURPOSE OF THE PLAN.

     The purpose of this Plan is to further the growth of Medical Technology and
Innovations,  Inc.  and its  Subsidiaries  (together  being  the  "Company")  by
allowing the Company to  compensate  consultants  and certain  other persons who
have  provided  bona fide  services to the Company,  through the award of Common
Stock of the Company.

II.      DEFINITIONS.

     Whenever used in this Plan, the following terms shall have the meanings set
forth in this Section:

         1.    "Award"  means  any  grant of (i) Common Stock or (ii) options or
         warrants to purchase Common Stock made under this Plan.

         2.    "Board of Directors" means the Board of Directors of the Company.

         3.    "Code" means the Internal Revenue Code of 1986, as amended.

         4.    "Common Stock" means the Common Stock of the Company.

         5.    "Date of Grant"  means  the day the Board of Directors authorized
         the  grant  of  an  Award or such later date as may be specified by the
         Board of Directors as the date a particular Award will become effective

         6.    "Consultant"  means  any person or entity (i) who has rendered or
         will  render  bona  fide  services to the Company, and (ii) who, in the
         opinion  of  the  Board of Directors, are in a position to make, or who
         have  previously made, a significant contribution to the success of the
         Company.

         7.    'Subsidiary"  means  any  corporation  that  is a subsidiary with
         regard to as that term is defined in Section 424(f) of the Code.

III.     EFFECTIVE DATE OF THE PLAN.

         The effective date of this Plan is April 20, 1998.

IV.      ADMINISTRATION OF THE PLAN.

     The Board of Directors will be responsible for the  administration  of this
Plan, and will grant Awards under this Plan.  Subject to the express  provisions
of this  Plan and  applicable  law,  the  Board of  Directors  shall  have  full
authority and sole and absolute discretion to interpret this Plan, to prescribe,
amend and rescind  rules and  regulations  relating to it, and to make all other
determinations  which it believes to be necessary or advisable in  administering
this Plan. The  determinations of the Board of Directors on the matters referred
to in this Section shall be conclusive.  The Board of Directors  shall have sole
and absolute  discretion to amend this Plan. No member of the Board of Directors
shall be liable for any act or omission in connection with the administration of
this Plan

unless it resulted from the member's willful misconduct.

V.       STOCK SUBJECT TO THE PLAN.

     The  maximum  number of shares of Common  Stock as to which  Awards  may be
granted under this Plan is 668,000 shares which number represents 668,000 shares
not yet issued under the Plan.  The Board of Directors  may increase the maximum
number of shares of Common  Stock as to which Awards may be granted at such time
as it deems available.

VI.      PERSONS ELIGIBLE TO RECEIVE AWARDS.

      Awards may be granted only to Consultants.

VII.     GRANTS OF AWARDS.

     Except as otherwise  provided  herein,  the Board of  Directors  shall have
complete  discretion to determine when and to which Consultants Awards are to be
granted,  and the number of shares of Common Stock as to which Awards granted to
each  Consultant  will relate,  and the terms and conditions upon which an Award
may be  issued  (including,  without  limitation,  the  date of  exercisability,
exercise  price and term of any Award which  constitutes an option or warrant to
purchase  Common Stock).  No grant will be made if, in the judgment of the Board
of Directors,  such a grant would  constitute a public  distribution  within the
meaning of the Securities Act of 1933, as amended (the "Act"),  or the rules and
regulations promulgated thereunder.

VIII.    DELIVERY OF STOCK CERTIFICATES.

     As promptly as practicable  after  authorizing  the grant of an Award,  the
Company  shall  deliver  to the  person who is the  recipient  of the  Award,  a
certificate or certificates  registered in that person's name,  representing the
number of shares  of  Common  Stock  that  were  granted.  If  applicable,  each
certificate shall bear a legend to indicate that the Common Stock represented by
the certificate was issued in a transaction  which was not registered  under the
Act, and may only be sold or  transferred  in a  transaction  that is registered
under the Act or is exempt from the registration requirements of the Act.

IX.      RIGHT TO CONTINUED ENGAGEMENT.

     Nothing  in this Plan or in the  grant of an Award  shall  confer  upon any
Consultant  the  right to  continued  engagement  by the  Company  nor  shall it
interfere with or restrict in any way the rights of the Company to discharge any
Consultant or to terminate any consulting relationship at any time.

X.       LAWS AND REGULATIONS.

     1. The obligation of the Company to sell and deliver shares of Common Stock
on the grant of an Award under this Plan shall be subject to the condition  that
counsel for the Company be satisfied that the sale and delivery thereof will not
violate the Act or any other applicable laws, rules or regulations.

     2. This Plan is intended to meet the requirements of Rule 16b-3 in order to
provide officers and directors with certain exemptions from Section 16(b) of the
Securities Exchange Act of 1934, as amended.

XI.      TERMINATION OF THE PLAN.

     The Board of Directors  may suspend or  terminate  this Plan at any time or
from time to time,  but no such action  shall  adversely  affect the rights of a
person granted an Award under this Plan prior

to that date.

XII.     DELIVERY OF PLAN.

     A copy of this Plan shall be delivered to all participants, together with a
copy of the resolution or resolutions of the Board of Directors  authorizing the
granting of the Award and establishing the terms, if any, of participation.

EX-23

EXHIBIT 23.1

                          INDEPENDENT AUDITORS CONSENT

     We consent to the incorporation by reference in the Registration  Statement
of Medical  Technology &  Innovations,  Inc. on Form S-8 to be filed on or about
April  27,  1998 of our  report  dated  November  25,  1997 on the  consolidated
financial statements of Medical Technology & Innovations,  Inc. and subsidiaries
which  expresses an unqualified  opinion and includes an  explanatory  paragraph
relating to a going concern  uncertainty  appearing in the Annual Report on Form
l0-KSB of Medical  Technology  &  Innovations,  Inc. for the year ended June 30,
1997.


/s/ SIMON LEVER & COMPANY

Lancaster, Pennsylvania
April 27, 1998