-----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, KBx2yhro1f6dPgiwj+OampQ+D4dY+N7RpHIDcPysw82nDnBEOV78iqmDSaf/5JZo o9mvxG+spHIUW0jSdNT08w== 0001096906-07-000099.txt : 20070111 0001096906-07-000099.hdr.sgml : 20070111 20070111162611 ACCESSION NUMBER: 0001096906-07-000099 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20041231 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: 07526123 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 mtii10qsb123104.htm MEDICAL TECHNOLOGY & INNOVATIONS, INC. FORM 10-QSB DECEMBER 31, 2004 Documents


 
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 December 31, 2004

[ ]
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 incorporation or organization)
(I.R.S. Employer 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
 
   
December 31, 2004 (Unaudited) and June 30, 2004
3
       
   
Consolidated Statements of Operations (Unaudited)
 
   
For the Three and Six Months Ended December 31, 2004 and 2003
4
       
   
Consolidated Statements of Cash Flows (Unaudited)
 
   
For the Six Months Ended December 31, 2004 and 2003
5
       
   
Notes to Consolidated Financial Statements (Unaudited)
6
       
 
Item 2.
Management's Discussion and Analysis or Plan of Operation
7
       
 
     
PART II.
OTHER INFORMATION  
       
 
Item 6.
Exhibits
8
       
SIGNATURES
9


 
 
 
 
 
 
 
 
 

2


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Medical Technology & Innovations, Inc.
Consolidated Balance Sheets
December 31, 2004 and June 30, 2004

           
   
(Unaudited)
     
   
December 31,
 
June 30,
 
   
2003
 
2004
 
           
Liabilities and Stockholders' Deficit
 
Current Liabilities:
             
Accrued Liabilities
 
$
190,875
 
$
155,125
 
Current maturities of long-term debt
   
260,000
   
260,000
 
Total current liabilities
   
450,875
   
415,125
 
               
Long-Term Debt, Net of Current Maturities
   
125,000
   
125,000
 
Other Long-Term Liabilities
   
1,799,093
   
1,720,043
 
Total Liabilities
   
2,374,968
   
2,260,168
 
               
               
Stockholders' Deficit
             
Common stock, no par value, authorized 28,000,000 shares, outstanding 6,837,904 shares
   
15,883,711
   
15,883,711
 
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
   
(17,844,380
)
 
(17,729,580
)
Total Stockholders' Deficit
   
(2,374,968
)
 
(2,260,168
)
 
  $ -  
$
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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

3

 
Medical Technology & Innovations, Inc.
Consolidated Income Statements (Unaudited)
For the Three and Six Months Ended December 31, 2004 and 2003

   
Three Months Ended
 
Six Months Ended
 
   
December 31,
 
December 31,
 
   
2004
 
2003
 
2004
 
2003
 
                   
                   
Operating Expenses
                 
General and Administrative
 
$
41,444
 
$
93,745
 
$
78,931
 
$
144,648
 
Total Operating Expenses
   
41,444
   
93,745
   
78,931
   
144,648
 
                           
Loss from Operations
   
(41,444
)
 
(93,745
)
 
(78,931
)
 
(144,648
)
                           
Interest Expense, Net
   
17,934
   
17,934
   
35,869
   
35,868
 
                           
Net Income Loss
 
$
(59,378
)
$
(111,679
)
$
(114,800
)
$
(180,516
)
                           
Net Loss per common share (basic and diluted)
 
$
(0.009
)
$
(0.016
)
$
(0.017
)
$
(0.026
)
                           
Weighted Average Outstanding Shares
   
6,837,904
   
6,837,904
   
6,837,904
   
6,837,904
 

 
 
 
 
 
 
 
 
 
 
 
 

 

The accompanying notes are an integral part of the financial statements.
 
 
4

 
Medical Technology & Innovations, Inc.
Consolidated Statements of Cash Flows (Unaudited)
For the Six Months Ended December 30, 2004 and 2003

   
2004
 
2003
 
           
Cash flows from operating activities
             
Net Loss
 
$
(114,800
)
$
(180,516
)
               
Adjustments to reconcile net loss to net cash (used)in operating activities:
             
Increase in Accrued Liabilities
   
35,750
   
35,750
 
Increase in Other Liabilities
   
79,050
   
144,766
 
Net cash used in operating activities
   
-
   
-
 
Net increase in cash
   
-
   
-
 
               
Cash at beginning of year
   
-
   
-
 
Cash at end of year
 
$
-
 
$
-
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
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 Six Months Ended December 31, 2004 and 2003
(Unaudited)

 
1.
Financial Statements. The unaudited 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, 2004 Annual Report on Form 10-KSB. The results of operations for periods ended December 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 have been fully vested since fiscal 2001. All options outstanding at December 31, 2004 expire June 30, 2005.


The following is a summary of stock option transactions for the six months ended December 31, 2004:

       
Weighted Avg. Exercise
 
   
2004
 
Price
 
Outstanding, July 1
   
52,800
 
$
6.25
 
Options granted
   
-
   
-
 
Options exercised
   
-
   
-
 
Options cancelled
   
-
   
-
 
Outstanding, December 31
   
52,800
 
$
6.25
 
Exercisable, end of period
   
52,800
 
$
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.
Related Party Transactions. As part of the Agreement in Lieu of Foreclosure, the Company accrued expenses payable to the Chairman of the Board and CEO and his related companies. This amount totaled $78,931 and $144,648 for the six months ended December 31, 2004 and 2003, respectively.


6

 
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, 2004 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.

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.


7

 
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 Six Month Periods Ended December 31, 2004 and 2003

Operating expenses for the first six months of fiscal 2005 were $114,800 compared to $180,516 for the comparable period in fiscal 2004 for a decrease of $65,716 or 36 %. Operating expenses consist of accrued rent, salaries, and expenses related to the LensCrafters litigation.

Interest expense was $35,869 for the first six months of fiscal 2005 compared to $35,868 for the first six months of fiscal 2004.


Liquidity and Capital Resources

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


8



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,
 
Vice President Finance
 
Chairman and Chief Executive Officer
 
(Chief Financial Officer)
   

Date: January 8, 2007
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

*    *    *    *    *
 
9

EX-31.1 2 mtii10qsb123104ex31-1.htm EXHIBIT 31.1 - RULE 13A-14(A) CERTIFICATION - CEO 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 mtii10qsb123104ex31-2.htm EXHIBIT 31.2 - RULE 13A-14(A) CERTIFICATION - CFO 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 mtii10qsb123104ex32.htm EXHIBIT 32 - RULE 13A-14(B) CERTIFICATION 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-----