-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DZyS6ulfaXAcjbDPzejeSQDgLCaD9BZnZkx2iKHSLVgzLVHdAHYjvFKhsk0SHflp uUlCmgFu5OpO6kspwwRlEg== 0001096906-07-000085.txt : 20070111 0001096906-07-000085.hdr.sgml : 20070111 20070111161103 ACCESSION NUMBER: 0001096906-07-000085 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030331 FILED AS OF DATE: 20070111 DATE AS OF CHANGE: 20070111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDICAL TECHNOLOGY & INNOVATIONS INC /FL/ CENTRAL INDEX KEY: 0000847464 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 652954561 STATE OF INCORPORATION: FL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 333-01950 FILM NUMBER: 07526034 BUSINESS ADDRESS: STREET 1: 1800 FRUITVILLE PIKE STREET 2: SUITE 200 CITY: LANCASTER STATE: PA ZIP: 17601 BUSINESS PHONE: 7173903777 MAIL ADDRESS: STREET 1: 1800 FRUITVILLE PIKE STREET 2: SUITE 200 CITY: LANCASTER STATE: PA ZIP: 17601 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHSTAR PRODUCTIONS INC DATE OF NAME CHANGE: 19960118 10QSB 1 mtii10qsb033103.txt MEDICAL TECHNOLOGY & INNOVATIONS, INC. FORM 10-QSB MARCH 31, 2003 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-QSB (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2003 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from _______________ to___________________ Commission File Number: 33-27610-A MEDICAL TECHNOLOGY & INNOVATIONS, INC. (Exact name of small business issuer as specified in its charter) Florida 65-2954561 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1800 Fruitville Pike Suite 200, Lancaster PA 17601 (Address of principal executive offices) (Zip Code) (717) 390-3777 (Issuer's telephone number, including area code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 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 [X] NO [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) YES [ ] NO [X] APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date: January 8, 2007 Common Voting Stock: 6,837,904 Transitional Small Business Disclosure Format (Check One): YES [ ] NO [X] 1 MEDICAL TECHNOLOGY & INNOVATIONS, INC. TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets March 31, 2003 (Unaudited) and June 30, 2002 3 Consolidated Income Statements (Unaudited) For the Three and Nine Months Ended March 31, 2003 and 2002 4 Consolidated Statements of Cash Flows (Unaudited) For the Nine Months Ended March 31, 2003 and 2002 5 Notes to Consolidated Financial Statements (Unaudited) 6 Item 2. Management's Discussion and Analysis or Plan of Operation 9 PART II. OTHER INFORMATION Item 6. Exhibits 11 SIGNATURES 11 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements Medical Technology & Innovations, Inc. Consolidated Balance Sheets March 31, 2003 and June 30, 2002 (Unaudited) March 31, June 30, 2003 2002 ------------- ------------ Current Assets: Cash $ - $ 3,342 Accounts Receivable, less allowances of $0 and $141,751, respectively - 209,110 Inventory - 369,969 Prepaid Expenses - 26,147 ------------- ------------ Total Current Assets - 608,568 Property & Equipment: Plant, Equipment and Other - 752,241 Less Accumulated Depreciation - (695,752) ------------- ------------ Property & Equipment, net - 56,489 ------------- ------------ Other Assets: Goodwill, Net - 1,332,978 Intangibles, Net - 131,755 ------------- ------------ Total Assets $ - $ 2,129,790 ============= ============ Liabilities and Stockholders' Deficit ------------------------------------- Current Liabilities: Accounts payable $ - $ 553,911 Accrued Liabilities 64,250 768,103 Current Maturities of Long-Term Debt 260,000 568,548 ------------- ------------ Total current liabilities 324,250 1,890,562 Long-Term Debt, Net of Current Maturities 125,000 125,000 Other Long-Term Liabilities 1,381,327 911,033 ------------- ------------ Total Liabilities 1,830,577 2,926,595 ------------- ------------ Stockholders' Deficit Common stock, no par value, authorized 28,000,000 shares, outstanding 6,837,904 and 4,078,602 shares, respectively 15,883,711 15,682,028 Preferred Stock, authorized 100,000,000 shares $1,000 par value, 12%, noncumulative, outstanding 22.5 shares 22,500 22,500 Treasury Stock, at cost (78,941 shares) (436,799) (436,799) Accumulated Deficit (17,299,989) (16,064,534) ------------- ------------ Total Stockholders' Deficit (1,830,577) (796,805) ------------- ------------ Total Liabilities and Stockholders' Deficit $ - $ 2,129,790 ============= ============ The accompanying notes are an integral part of the financial statements. 3 Medical Technology & Innovations, Inc. Consolidated Statements of Operations (Unaudited) For the Three and Nine Months Ended March 31, 2003 and 2002 Three Months Ended Nine Months Ended March 31, March 31, ----------------------- -------------------------- 2003 2002 2003 2002 ---------- ---------- ------------ ----------- Revenues $ - $ 784,615 $ 549,186 $ 2,342,826 Cost of Goods Sold - 479,494 285,707 1,317,885 ---------- ---------- ------------ ----------- Gross profit - 305,121 263,479 1,024,941 ---------- ---------- ------------ ----------- Operating Expenses Advertising - 2,868 2,207 17,249 Selling, General, and Administrative 342,813 742,559 974,085 1,811,709 ---------- ---------- ------------ ----------- Total Operating Expenses 342,813 745,427 976,292 1,828,958 ---------- ---------- ------------ ----------- Loss from Operations (342,813) (440,306) (712,813) (804,017) Interest Expense, Net - 14,330 8,788 76,204 Gain on sale of Property and equipment 143,423 Loss - Agreement in Lieu of Foreclosure - - 513,854 - ---------- ---------- ------------ ----------- Net Income Loss $ (342,813) $ (454,636) $ (1,235,455) $ (736,798) ========== ========== ============ =========== Net Loss per common share (basic and diluted) $ (0.050) $ (0.135) $ (0.204) $ (0.218) ========== ========== ============ =========== Weighted Average Outstanding Shares(1) 6,837,634 3,374,111 6,064,042 3,383,090 ========== ========== ============ =========== (1) Share and per share data have been adjusted to reflect the one for twenty-five reverse common stock split on December 4, 2001 as if it had occurred on July 1, 2001 The accompanying notes are an integral part of the financial statements. 4 Medical Technology & Innovations, Inc. Consolidated Statements of Cash Flows (Unaudited) For the Nine Months Ended March 31, 2003 and 2002 2003 2002 ------------- ------------- Cash flows from operating activities Net loss $ (1,235,455) $ (737,798) Adjustments to reconcile net income to net cash provided by operating activites: Depreciation and Amortization 35,496 208,611 Gain on Sale of Property & Equipment - (142,423) Loss on Agreement in Lieu of Foreclosure - Net of Cash Paid 495,528 - Stock issued for services 85,333 173,388 Changes in assets and liabilities Accounts Receivable - net (722,745) 125,985 Inventories 11,034 146,181 Other current assets 15,669 (25,779) Accounts Payable 127,189 164,153 Other liabilities 470,294 - Accrued liabilities 582,147 176,408 ------------- ------------- Net cash (used in) provided by operating activities (135,510) 88,726 ------------- ------------- Cash flows from investing activities: Purchase of Intangible Assets (31,960) Proceeds from the sale of Property & equipment - 594,811 ------------- ------------- Net cash (used in) provided by investing activities (31,960) 594,811 ------------- ------------- Cash flows from financing activities: Proceeds from long-term debt 179,128 - Principal payments on long-term debt (15,000) (632,321) ------------- ------------- Net cash provided by (used in) financing activities 164,128 (632,321) ------------- ------------- Net (decrease) increase in cash (3,342) 51,216 Cash at beginning of year 3,342 15,434 ------------- ------------- Cash at end of year $ - $ 66,650 ============= ============= Supplemental Disclosure: Cash paid during the nine months for interest $ 8,788 $ 72,387 ============= ============= Conversion of liabilities into common stock $ 116,350 $ - ============= ============= Common stock issued for intangible assets $ - $ 135,700 ============= ============= The accompanying notes are an integral part of the financial statements. 5 Medical Technology & Innovations, Inc. Notes to Consolidated Financial Statements For the Three and Nine Months Ended March 31, 2003 and 2002 1. Financial Statements. The unaudited condensed consolidated financial information contained in this report reflects all adjustments (consisting of normal recurring accruals) considered necessary, in the opinion of management, for a fair presentation of results for the interim periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's June 30, 2002 Annual Report on Form 10-KSB. The results of operations for periods ended March 31 are not necessarily indicative of operations for the full year. 2. Net Loss Per Common Share. Basic and diluted net loss per common share was computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during each period. The impact of common stock equivalents has been excluded from the computation of weighted average common shares outstanding, as of the effect would be antidilutive. 3. Stock Option Plans In April of 1996 the Company's shareholders approved the 1996 Stock Option Plan, which allows the Board of Directors to grant up to 120,000 options. No options have been granted since fiscal 2000. All options became fully vested in fiscal 2001. All options expire in fiscal 2005. The following is a summary of stock option transactions for the nine months ended March 31, 2003: Weighted 2003 Avg. Price -------------- ------------- Outstanding, July 1, 2002 53,066 $ 6.25 Options granted - - Options exercised - - Options cancelled (199) 6.25 -------------- ------------- Outstanding, March 31, 2003 52,867 6.25 ============== ============= Exercisable, end of period 52,867 $ 6.25 ============== ============= 4. Preferred Stock. The Company has three classes of preferred stock. The $1,000 par value convertible preferred stock is convertible into 599 shares of the Company's common stock. 5. Warrants. The Company has warrants outstanding to purchase 155,000 shares of common stock as of September 30, 2002. The warrants relate to grants made in connection with an equity issuance and various services rendered. The strike price of the warrants varies with 50,000 issued at 6 a strike price of $.75 per share, 50,000 warrants issued at a strike price of $.50 per share and 50,000 with a strike price of $.001 per share. The remaining warrants issued during fiscal 2002 have a strike price equal to the lesser of $1.00 or a 15% discount off of the bid price of the common stock. Of the total warrants outstanding at March 31, 2003, 100,000 warrants expire on December 31, 2003, 5,000 warrants on January 1, 2004 and 50,000 warrants on March 10, 2005. 6. Related Party Transactions. In September 2001, the Company sold, and subsequently leased back, its land and building located in Riviera Beach, Florida to a partnership of which the Chairman and Chief Executive Officer is a partner. The $600,000 selling price for the realty was determined pursuant to an appraisal performed by an independent third party real estate appraisal firm located in the Riviera Beach area. The associated monthly rental the Company is paying was also determined from the same real estate appraisal report used to establish the fair market selling price. 7. Industry Segments. Statements of Financial Accounting Standards No. 131, "Disclosures About Segments of an Enterprise and Related Information", requires the presentation of descriptive information about reportable segments which is consistent with that made available to the management of the Company to assess performance. Since the Company subsidiaries operate in separate distinct industry segments, management of the overall business is conducted by separate subsidiaries. The Corporate segment includes salary and fringe benefits of the Chairman and a portion of similar costs related to the Chief Financial Officer, financial public relations costs and other costs not directly related to the operations of the business segments. Medical Nine Months Ended Technology, Steridyne March 31, 2003 Inc. Corporation Corporate Total - ----------------- -------------------------------------------------------- Revenues $ 150,513 $ 398,673 $ - $ 549,186 Operating Income (Loss) (125,679) 410 (587,544) (712,813) Net Interest 8,705 83 - 8,788 Net Income (Loss) (134,384) 327 (1,101,398) (1,235,455) Depreciation and amortization - 35,496 - 35,496 Medical Nine Months Ended Technology, Steridyne March 31, 2002 Inc. Corporation Corporate Total - ----------------- -------------------------------------------------------- Revenues $ 183,277 $2,159,549 $ - $ 2,342,826 Operating Income (Loss) (365,754) 421,466 (859,729) (804,017) Net Interest 49,919 26,285 - 76,204 Net Income (Loss) (415,673) 395,181 (716,306) (736,798) Assets 594,646 2,272,652 - 2,867,298 Depreciation and amortization 30,114 178,497 - 208,611 8. Reverse Stock Split. At the close of business on December 4, 2001, the Company affected a one-for-twenty-five reverse stock split as approved by the Company's Board of Directors. Prior to the split the Company was authorized to issue 700,000,000 shares of common stock. The authorized 7 shares were reduced in proportion to the stock split so that after the reverse stock split, the authorized capital stock of the Company was 28,000,000 shares of common stock. All common stock and per share data included in these consolidated financial statements and accompanying footnotes has been restated to give effect to the reverse stock split. 9. Agreement in Lieu of Foreclosure. On August 30, 2002, the Company's Board of Directors unanimously approved an Agreement in Lieu of Foreclosure ("Agreement") between (a) the Company and its subsidiaries as Debtors and (b) Polycrest Holdings, Inc. as Creditor. The Board of Directors of each of the Company's subsidiaries likewise approved the Agreement. The Agreement transferred the assets of the Company and its subsidiaries to Polycrest Holdings, Inc., except for (a) certain technology that was retained by the Company, part of which it licensed to Polycrest Holdings, Inc. in return for royalties from the sale of IVD products, and (b) the Company's contingent asset related to the anticipated settlement, award or judgment in the Company's litigation against LensCrafters, Inc. and Luxottica Group S.p.A. This contingent asset is subject to payment of attorney's fees and a fee for managing the case and advancing the costs and expenses incurred in the litigation. The Agreement transferred the liabilities of the Company and its subsidiaries to Polycrest Holdings, Inc. The Company retained certain contingent liabilities, the Company's lease of its headquarters building, its employment agreement with the Chairman and Chief Executive Officer and contingent liabilities associated with the various litigation matters. The Agreement released the Company and its subsidiaries from all liabilities related to funds and services that had been advanced by the Chairman and Chief Executive Officer and parties related to him as well as the security agreements that covered those liabilities. Because the Company's inability to repay the advances, Polycrest Holdings, Inc. was entitled to foreclose on the assets of the Company and its subsidiaries but instead settled the potential foreclosure actions by entering into the Agreement. The date of the Agreement is September 6, 2002, to reflect the onset of the closing process, which was completed over the following thirty days. 10. New Accounting Pronouncements. In July 2001, the Financial Accounting Standards Board (FASB) issued Statement No. 141 (Statement 141), "Business Combinations," and Statement No. 142 (Statement 142), "Goodwill and Other Intangible Assets." Statement 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. Statement 141 also specifies the criteria for intangible assets acquired in a purchase method business combination to be recognized and reported apart from goodwill. 8 Statement 142 requires goodwill and intangible assets with indefinite lives to no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of Statement 142. Statement 142 also requires intangible assets with definite useful lives to be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with the FASB's Statement No. 121 (Statement 121), "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of." The Company adopted the provisions of Statement 141 effective July 1, 2001 and Statement 142 effective July 1, 2002. As of July 1, 2002, the Company had $1,332,978 of goodwill, net of accumulated amortization recorded that was a result of various acquisitions. As a result of the Agreement in Lieu of Foreclosure, goodwill was fully expensed in the quarter ended September 30, 2002. Item 2. Management's Discussion and Analysis or Plan of Operation This analysis should be read in conjunction with the condensed consolidated financial statements, the notes thereto, and the financial statements and notes thereto included in the Company's June 30, 2002 Annual Report on Form 10-KSB. All nonhistorical information contained in this Form 10-QSB is a forward-looking statement. The forward looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward looking statements. Factors that might cause such differences include, but are not limited to the following, a slower acceptance of the PhotoScreener in the marketplace, increased foreign competition putting pricing pressures on Steridyne products, changes in economic trends and other unforeseen situations or developments. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. Agreement in Lieu of Foreclosure On August 30, 2002, the Company's Board of Directors unanimously approved an Agreement in Lieu of Foreclosure ("Agreement") between (a) the Company and its subsidiaries as Debtors and (b) Polycrest Holdings, Inc. as Creditor. The Board of Directors of each of the Company's subsidiaries likewise approved the Agreement. The Agreement transferred the assets of the Company and its subsidiaries to Polycrest Holdings, Inc., except for (a) certain technology that was retained by the Company, part of which it licensed to Polycrest Holdings, Inc. in return for royalties from the sale of IVD products, and (b) the Company's contingent asset related to the anticipated settlement, award or judgment in the Company's litigation against LensCrafters, Inc. and Luxottica Group S.p.A. This contingent asset is subject to payment of attorney's fees and a fee for managing the case and advancing the costs and expenses incurred in the litigation. 9 The Agreement transferred the liabilities of the Company and its subsidiaries to Polycrest Holdings, Inc. The Company retained certain contingent liabilities, the Company's lease of its headquarters building, its employment agreement with the Chairman and Chief Executive Officer and contingent liabilities associated with the various litigation matters. The Agreement released the Company and its subsidiaries from all liabilities related to funds and services that had been advanced by the Chairman and Chief Executive Officer and parties related to him as well as the security agreements that covered those liabilities. Because the Company's inability to repay the advances, Polycrest Holdings, Inc. was entitled to foreclose on the assets of the Company and its subsidiaries but instead settled the potential foreclosure actions by entering into the Agreement. The date of the Agreement is September 6, 2002, to reflect the onset of the closing process, which was completed over the following thirty days. Results of Operations Comparison of Nine Month Periods Ended March 31, 2003 and 2002 Revenues for the nine months ended March 31, 2003, were $549,186, compared to $2,342,826 for the comparable period in fiscal 2002, a decrease of $1,793,640 or 77%. Revenues for Steridyne Corporation for the nine months ended March 31, 2003, were $398,673 compared to $2,159,549 for a decrease of $1,760,876 or 82%. The significant sales decrease results from the ceasing of business on September 6, 2002. Revenues for Medical Technology, Inc. for the nine months ended March 31, 2003, were $150,513 compared to $183,277 for the same period in the prior fiscal year. This decrease of $32,764 results from the ceasing of business on September 6, 2002. Gross profit for the first nine months of fiscal 2003 was $263,479 compared to $1,024,941 or a decrease of $761,462 or 74%. This reduction in gross profit is due entirely to the ceasing of business. In September 2001, the Company sold its land and building located in Riviera Beach Florida for $600,000 before incidental costs of sale. Immediately after the sale, the Company signed a one year renewable lease with the new owners of the land and building. Operating expenses for the nine months ended March 31, 2003, were $976,085 compared to $1,811,709 for the comparable period in fiscal 2002 for a decrease of $835,624 or 46%. Interest expense was $8,788 for the nine months ended March 31, 2003, compared to $76,204 for the first nine months of fiscal 2002, a decrease of $67,416. Information about the Company's Industry Segments is included in Note 7 of the Notes to Consolidated Financial Statements. 10 Liquidity and Capital Resources At March 31, 2003, the Company had cash of $0 and working capital of $0 as compared to $3,342 and ($713,446), respectively, at June 30, 2002. The increase in the working capital (deficit) is due to the Company's Agreement in Lieu of Foreclosure. At the close of business on December 4, 2001, the Company affected a one-for-twenty-five reverse stock split as approved by the Company's Board of Directors. Prior to the split the Company was authorized to issue 700,000,000 shares of common stock. The authorized shares were reduced in proportion to the stock split so that after the reverse stock split, the authorized capital stock of the Company was 28,000,000 shares of common stock. For the past several years the Company has financed a portion of its operations through private sales of securities and revenues from the sale of its products. Since June of 1993 the Company has received net proceeds of approximately $11.0 million from the private sale of securities and debt. The Company may raise additional capital through private and/or public sales of securities in the future. PART II. - OTHER INFORMATION Item 6. Exhibits (a) Exhibits: 31.1 Rule 13a-14(a) Certification - CEO 31.2 Rule 13a-14(a) Certification - CFO 32 Rule 13a-14(b) Certification Signatures In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MEDICAL TECHNOLOGY & INNOVATIONS, INC. BY: BY: /s/ Jennifer A. Herman /s/ Jeremy P. Feakins ---------------------- --------------------- Jennifer A. Herman Jeremy P. Feakins, Chairman and Vice President Finance Chief Executive Officer (Chief Financial Officer) Date: January 8, 2007 * * * * * 11 - -------------------------------------------------------------------------------- EX-31.1 2 mtii10qsb033103ex31-1.txt EXHIBIT 31.1 - RULE 13A-14(A) CERTIFICATION - CEO ================================================================================ EXHIBIT 31.1: Rule 13a-14(a) Certification I, Jeremy Feakins, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Medical Technology & Innovations, 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 small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the small business issuer 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 small business issuer, 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 small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the small business issuer's internal controls over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officers and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the small business issuer'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 small business issuer's internal controls over financial reporting. Date: January 8, 2007 /s/ Jeremy Feakins ---------------------------------------- Jeremy Feakins, Chief Executive Officer * * * * * - -------------------------------------------------------------------------------- EX-31.2 3 mtii10qsb033103ex31-2.txt EXHIBIT 31.2 - RULE 13A-14(A) CERTIFICATION - CFO ================================================================================ EXHIBIT 31.2: Rule 13a-14(a) Certification I, Jennifer Herman, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Medical Technology & Innovations, 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 small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the small business issuer 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 small business issuer, 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 small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the small business issuer's internal controls over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officers and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the small business issuer'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 small business issuer's internal controls over financial reporting. Date: January 8, 2007 /s/ Jennifer Herman ---------------------------------------- Jennifer Herman, Chief Financial Officer * * * * * - -------------------------------------------------------------------------------- EX-32 4 mtii10qsb033103ex32.txt EXHIBIT 32 - RULE 13A-14(B) CERTIFICATION ================================================================================ EXHIBIT 32: Rule 13a-14(b) Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officers of Medical Technology & Innovations, Inc. (the "Company") certify that: 1. The Quarterly Report on Form 10-QSB of the Company (the "Report") 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 Report fairly presents, in all material respects, the financial condition and results of operations of the Company. January 8, 2007 /s/ Jeremy Feakins ---------------------------------------- Jeremy Feakins (Chief Executive Officer) January 8, 2007 /s/ Jennifer Herman ----------------------------------------- Jennifer Herman (Chief Financial Officer) - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----