S-8

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       Date of Report (February 27, 2002):


                     Medical Technology and Innovations Inc.
                     ---------------------------------------
               (Exact Name of Registrant as Specified in Charter)



         Florida                    33-27610-A                    65-2954561
(State or Other Jurisdiction       (Commission                  (IRS Employer
     of Incorporation)             File Number)              Identification No.)

                               80 Abbeyville Road
                          Lancaster Pennsylvania 17603
               (Address of principal executive offices) (Zip code)

        Registrant's telephone number, including area code: 717-390-0352

                              2002 Stock Award Plan
                            (Full title of the plan)

                                  Eric Littman
                         1428 Brickell Avenue 8th Floor
                               Miami Florida 33131
                     (Name and address of agent for service)

                                  305-663-3333
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
Title of                          Proposed        Proposed
Securities         Amount         Maximum         Maximum          Amount
to be              to be          Offering Price  Aggregate        of
Registered         Registered(1)  per Share(2)    Offering Price   Fee
- --------------------------------------------------------------------------------
Common Stock,      500,000          1.20          $600,000         $55.20
no par value

TOTAL              500,000          1.20          $600,000         $55.20
- --------------------------------------------------------------------------------
(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the Medical Technology and Innovations, Inc. -
2002 Stock Award Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt of
consideration which results in an increase in the number of outstanding shares
of common stock.
(2) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(c) under the Securities
Act of 1933, as amended, and is calculated on the basis of the average of the
high and low prices reported and last sale reported on the OTC Bulletin Board as
of February 26,2002.

When used herein, the terms 'we,' 'us,' and 'our' refers to Medical Technology
and Innovations, Inc, a Florida corporation.


                                     PART 1
                    INFORMATION REQUIRED IN THE SECTION 10(A)

ITEM 1.  PLAN INFORMATION
We will provide the information specified in Item 1 by Rule 428 of the
Securities Act of 1933 to each person receiving the shares registered hereunder.
We are not filing these documents as part of this registration statement or as
prospectuses or prospectus supplements, in accordance with the rules and
regulations of the Securities and Exchange Commission.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
We will provide the information specified in Item 2 by Rule 428(b) of the
Securities Act of 1933 to each person receiving the shares registered hereunder.
We are not filing these documents as part of this registration statement or as
prospectuses or prospectus supplements, in accordance with the rules and
regulations of the Securities and Exchange Commission.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
We incorporate by reference to the documents listed below, which we filed
previously with the Securities and Exchange Commission:
(a)  Our Annual Report on Form 10-KSB for the year ended June 30, 2001, filed
     with the Securities and Exchange Commission on September 28, 2001;
(b)  Our Quarterly report on Form 10-QSB, for the quarterly period ended
     September 30, 2001, filed with the Securities and Exchange Commission on
     November 13, 2001;
(c)  Our Quarterly report on Form 10-QSB, for the quarterly period ended
     December 31, 2001, filed with the Securities and Exchange Commission on
     February 14, 2002;
(d)  Our Report on 8-K filed with the Securities and Exchange Commission on
     December 19, 2001;
(e)  Our Articles of Incorporation and any amendments thereto and Bylaws; and
(f)  All other documents filed by us after the date of this registration
     statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
     Act, prior to the filing of a post-effective amendment to this registration
     statement, which de-registers all securities then remaining unsold, and
     which shall be deemed to be incorporated by reference in this registration
     statement and to be a part hereof from the date of filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES
The following description is a summary and is qualified in its entirety by the
provisions of the Company's Articles of Incorporation and Bylaws, copies of
which have been filed as exhibits to the registration statement of which this
prospectus is a part.

COMMON STOCK
General.
We are authorized to issue 28,000,000 shares of common stock, no par value.
As of February 28, 2002. we had 3,365,131 shares of common stock issued and
outstanding. All shares of common stock outstanding are validly issued, fully
paid and non-assessable.

Voting Rights.
Each share of our common stock entitles the holder to one vote, either in person
or by proxy, at meetings of shareholders. The holders are not permitted to vote
their shares cumulatively. Accordingly, the holders of common stock holding, in
the aggregate, more than fifty percent (50%) of the total voting rights can
elect all of our directors and, in such event, the holders of the remaining
minority shares will not be able to elect any of such directors. The vote of the
holders of a majority of the issued and outstanding shares of common stock
entitled to vote thereon is sufficient to authorize, affirm, ratify or consent
to such act or action, except as otherwise provided by law.

Dividend Policy.
All shares of common stock are entitled to participate proportionally in
dividends if our Board of Directors declares them out of the funds legally
available and subordinate to the rights, if any, of the holders of outstanding
shares of preferred stock. These dividends may be paid in cash, property or
additional shares of common stock. Our Company has not paid any dividends in the
last two (2) years and presently anticipates that all earnings, if any, will be
retained for development of its business. Any future dividends will be at the
discretion of our Board of Directors and will depend upon, among other things,
our future earnings, operating and financial condition, capital requirements,
and other factors. Therefore, there can be no assurance that any dividends on
our common stock will be paid in the future.

Miscellaneous Rights and Provisions.
Holders of our common stock have no preemptive or other subscription rights,
conversion rights, redemption or sinking fund provisions. In the event of our
dissolution, whether voluntary or involuntary, each share of common stock is
entitled to share proportionally in any assets available for distribution to
holders of our equity after satisfaction of all liabilities and payment of the
applicable liquidation preference of any outstanding shares of preferred stock.

PREFERRED STOCK
We are authorized to issue One Hundred Million (100,000,000) shares of Preferred
Stock which shall have a par value of $1,000.

The designations, powers, preferences, rights, and the qualifications,
limitations or Restrictions of the authorized undesignated Common Stock and
Preferred Stock are as follows:

a.   One  Hundred (100) shares of Preferred Stock with a $1,000 par value
     (hereinafter the 12% Preferred Stock) shall be entitled to a 12%
     noncumulative dividend. The 12% Preferred Stock shall be preferenced as
     liquidation and return of capital up to their par value. The Corporation
     may upon fifteen (15) days notice, redeem any or all of the 12% Preferred
     Stock by paying the full par value together with any accrued dividend
     legally due. The 12% Preferred Stock shall be entitled to two (2) votes per
     share. The 12% Preferred Stock is convertible at the option of the holder
     for 666 shares of the Corporation's Common Stock for each share of
     Preferred Stock.

b.   The Board of Directors is expressly authorized at any time, to provide for
     the Issuance of shares of any undesignated and authorized stock in one or
     more series, with such voting powers full or limited but may not exceed
     five (5) votes per share, or without voting powers and with such
     designations, preferences and relative, participating, optional or other
     special rights, and qualifications, limitations or restrictions thereof, as
     shall be expressed in the resolution or resolutions providing for the issue
     thereof adopted by the board of directors and as are not expressed in this
     Articles of Incorporation or any amendment thereto, including (but not
     limiting the generality of the foregoing) the following:

     i    the destination of the series;

     ii.  the dividend rate of such series, the conditions and dates upon which
          such dividends shall be payable, the preference or relation which such
          dividends shall bear to the dividends payable on any other class or
          classes or on any series of any class or classes of authorized stock
          of the Corporation; and whether such dividends shall be cumulative or
          noncumulative;

     iii. whether the shares of such series shall be subject to redemption by
          the Corporation, and, if made subject to such redemption, the times,
          prices and other terms and conditions of such redemption;

     iv.  the terms amount of any sinking fund provided for the purchase or
          redemption of the shares of the series;

     v.   whether the shares of such series shall be convertible into or
          exchangeable for shares of any other class or classes of any other
          series or any class or classes of authorized stock of the Corporation,
          and, if provision be made for conversation or exchange, the times,
          prices, rates, adjustments, and other terms and conditions of such
          conversation or exchange;

     vi.  the extent, if any, to which the holders of the shares of such series
          shall be entitled to vote as a class or otherwise with respect to the
          election of Directors or otherwise; provided, however, that in no
          event shall any holder of any series of preferred Stock be entitled to
          more than two (2) votes for each share of such Preferred Stock held by
          him;

     vii. the restrictions and conditions, if any, upon the issue or reissue of
          any additional Preferred Stock ranking on a parity with or prior to
          such dividends or upon dissolution;

     viii.the rights of the holders of the shares of such  series upon the
          dissolution of upon the distribution upon the dissolution of, or upon
          the distribution of assets of, the Corporation, which rights may be
          different in the case of a voluntary dissolution than in the case of
          an involuntary dissolution.

          Except as otherwise required by law and except for such voting powers
          with respect to the election of Directors or other matters as may be
          stated in the resolutions of the Board of Directors Creating any
          series of Common or Preferred Stock, the holders of such series shall
          have no voting power whatsoever.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
Hamilton, Lehrer and Dargan, P.A., located at 555 South Federal Highway, Suite
270, Boca Raton, Florida 33432, will review the validity of the issuance of the
shares of our common stock being offered. Our financial statements have been
audited by Simon Lever & Company, Certified Public Accountants, as set
forth in their report incorporated herein by reference, and are incorporated
herein in reliance upon the authority of said firm as experts in auditing and
accounting.

ITEM 6.  INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
Not  applicable.

ITEM 8.  EXHIBITS

(a)      The following exhibits are filed as part of this registration statement
pursuant to Item 601 of the Regulation S-B and are specifically incorporated
herein by this reference:

Exhibit No.      Title

3(ic)            Amendment to Articles of Incorporation of Medical Technologies
                   and Innovations, Inc.

5.1              Legal opinion of Hamilton, Lehrer & Dargan, P.A.

10.2             2002 Stock Award Plan

23.1             Consent of Hamilton, Lehrer & Dargan, P.A. (contained in
                   Exhibit 5.1)

23.2             Consent of SIMON LEVER & COMPANY, Certified Public Accountants

ITEM 9.  UNDERTAKINGS
We hereby undertake:

(1)     To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i)     To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii)    To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a twenty percent (20%) change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

(iii)   To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement, provided,
however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration
statement is on Form S-3 or Form S-8 and the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed by us pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

(2)     That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3)     To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

Medical Technology and Innovations, Inc. hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of its
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plans annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers, and controlling persons of Medical
Technology and Innovations, Inc. pursuant to the foregoing provisions, or
otherwise, Medical Technology and Innovations, Inc. 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 Medical Technology and Innovations, Inc. of expenses
incurred or paid by a director, officer or controlling person of Medical
Technology and Innovations, Inc. 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, Medical Technology and
Innovations, Inc. will, unless in the opinion of its counsel the 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 adjudication of such
issue.

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Medical Technology
and Innovations, Inc. certifies 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 by the undersigned, thereunto
duly authorized in the city of _________________, State of _________, on
February 27, 2002.

Medical Technology and Innovations, Inc.
(Registrant)

/s/ Jeremy Feakins
- ------------------------------------
Jeremy Feakins, Chief Executive Officer, Chairman of the Board of Directors
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
date indicated.




/s/ Matthew Crimmins
- ------------------------------------
Matthew Crimmins-Director

EX-3.(I)C

EXHIBIT 3(i)c AMENDMENT TO THE ARTICLES OF INCORPORATION

                            CERTIFICATE OF AMENDMENT
                        TO THE ARTICLES OF INCORPORATION
                   OF MEDICAL TECHNOLOGY AND INNOVATIONS, INC.


1. Name of Corporation: Medical Technology and Innovations, Inc.

2. The Board of Directors of Medical Technology and Innovations, Inc., adopted
the resolution approving the amendment to the Articles of Incorporation on
November 12, 2001.

3. This amendment to the Articles of Incorporation of Medical Technology and
Innovations, Inc., does not adversely affect the rights or preferences of the
holders of outstanding shares of any class or series and does not result in the
percentage of authorized shares that remain unissued after the division
exceeding the percentage of authorized shares that were unissued before the
division.

4. The authorized common stock of the corporation shall be reduced from seven
hundred million (700,000,000) shares to twenty eight million (28,000,000)
shares.

5. This amendment to the Articles of Incorporation of was made in connection to
the reverse stock split of the Medical Technology And Innovations Inc.'s common
stock reducing Medical Technology And Innovations, Inc.'s authorized common
stock from 700,000,000 shares to 28, 000,000 shares.

6. Article 6 of the articles of incorporation of Medical Technology and
Innovations, Inc. is deleted in its entirety and replaced with the following.

     "6.  The total number of shares which the corporation shall have the
     authority to issue shall be One Hundred Twenty-Eight Million (128,000,000),
     of which Twenty-Eight Million (28,000,000) shall be shares of Common Stock,
     all of which are to be without par value, and One Hundred Million
     (100,000,000) shall be shares of preferred Stock which shall have a par
     value of $1,000.

     The designations, powers, preferences, rights, and the qualifications,
     limitations or Restrictions of the authorized undesignated Common Stock and
     Preferred Stock Shall be as follows:

     c.   One Hundred (100) shares of Preferred Stock with a $1,000 par value
          (hereinafter the 12% Preferred Stock) shall be entitled to a 12%
          noncumulative dividend. The 12% Preferred Stock shall be preferenced
          as liquidation and return of capital up to their par value. The
          Corporation may upon fifteen (15) days notice, redeem any or all of
          the 12% Preferred Stock by paying the full par value together with any
          accrued dividend legally due. The 12% Preferred Stock shall be
          entitled to two (2) votes per share. The 12% Preferred Stock is
          convertible at the option of the holder for 666 shares of the
          Corporation's Common Stock for each share of Preferred Stock.


     d.   The Board of Directors is expressly authorized at any time, to provide
          for the Issuance of shares of any undesignated and authorized stock in
          one or more series, with such voting powers full or limited but may
          not exceed five (5) votes per share, or without voting powers and with
          such designations, preferences and relative, participating, optional
          or other special rights, and qualifications, limitations or
          restrictions thereof, as shall be expressed in the resolution or
          resolutions providing for the issue thereof adopted by the board of
          directors and as are not expressed in this Articles of Incorporation
          or any amendment thereto, including (but not limiting the generality
          of the foregoing) the following:

          i    the destination of the series;

          ii.  the dividend rate of such series, the conditions and dates upon
               which such dividends shall be payable, the preference or relation
               which such dividends shall bear to the dividends payable on any
               other class or classes or on any series of any class or classes
               of authorized stock of the Corporation; and whether such
               dividends shall be cumulative or noncumulative;

          iii. whether the shares of such series shall be subject to redemption
               by the Corporation, and, if made subject to such redemption, the
               times, prices and other terms and conditions of such redemption;

          iv.  the terms amount of any sinking fund provided for the purchase or
               redemption of the shares of the series;

          v.   whether the shares of such series shall be convertible into or
               exchangeable for shares of any other class or classes of any
               other series or any class or classes of authorized stock of the
               Corporation, and, if provision be made for conversation  or
               exchange, the times, prices, rates, adjustments, and other terms
               and conditions of such conversation or exchange;

          vi.  the extent, if any, to which the holders of the shares of such
               series shall be entitled to vote as a class or otherwise with
               respect to the election of Directors or otherwise; provided,
               however, that in no event shall any holder of any series of
               preferred Stock be entitled to more than two (2) votes for each
               share of such Preferred Stock held by him; vii. the restrictions
               and conditions, if any, upon the issue or reissue of any
               additional Preferred Stock ranking on a parity with or prior to
               such dividends or upon dissolution;

          viii.the rights of the holders of the shares of such series upon the
               dissolution of upon the distribution upon the dissolution of, or
               upon the distribution of assets of, the Corporation, which rights
               may be different in the case of a voluntary dissolution than in
               the case of an involuntary dissolution.

               Except as otherwise required by law and except for such voting
               powers with respect to the election of Directors or other matters
               as may be stated in the resolutions of the Board of Directors
               Creating any series of Common or Preferred  Stock, the holders of
               such series shall have no voting power whatsoever."

7. This amendment was adopted by the Board of Director of Medical Technology and
Innovations, Inc., without shareholder approval and shareholder action was not
required.

Signatures (Required):

 JEREMY FEAKINS
 ------------------------
 President and Director

EX-5

EXHIBIT 5. LEGAL OPINION

February 28, 2002

Hamilton, Lehrer and Dargan P.A.
555 S Federal Suite 270
Boca Raton Florida 33432
Telephone 561-416-8956
Facsimile 561-416-2855

Medical Technology and Innovations, Inc.
80 Abbeyville Road
Lancaster Pennsylvania USA

Gentlemen:

This opinion is submitted pursuant to the applicable rules of the Securities and
Exchange Commission ('Commission') with respect to the registration by Medical
Technology and Innovations, Inc.of 500,000 shares of Common Stock, without par
value of the Company (the 'Shares'). The shares are covered by the Registration
Statement, and may be sold pursuant to the Registration Statement and the
Agreement. In our capacity as counsel to the Company, we have examined the
original, certified, conformed, photostat or other copies of the Company's
Articles of Incorporation, By-Laws, the Agreement and various other , corporate
minutes provided to us by the Company and such other documents and instruments
as we deemed necessary. In all such examinations, we have assumed the
genuineness of all signatures on original documents, and the conformity to
originals or certified documents of all copies submitted to us as conformed,
photostat or other copies. In passing upon certain corporate records and
documents of the Company, we have necessarily assumed the correctness and
completeness of the statements made or included therein by the Company, and we
express no opinion thereon.

Subject to and in reliance upon the foregoing, we are of the opinion that the
Shares are validly issued, fully paid and non-assessable.

We hereby consent to the use of this opinion in the Registration Statement on
Form S-8 to be filed with the Commission.

Very truly yours,
/s/ Hamilton Lehrer and Dargan P.A.

EX-10.1

EXHIBIT 10.1


YEAR 2002 STOCK AWARD PLAN

1. Purpose. This Year 2002 Stock Award (the 'Plan') of Medical Technology and
Innovations, Inc. (the 'Company') for selected employees, officers, directors
and key consultants and advisors to the Company is intended to advance the best
interests of the Company by providing personnel who have substantial
responsibility for the management and growth of the Company and its subsidiaries
with additional incentive by increasing their proprietary interest in the
success of the Company, thereby encouraging them to remain in the employ of the
Company or any of its subsidiaries.

2. Administration. The Plan shall be administered by the Board of Directors of
the Company (the 'Board') which shall keep the minutes of its proceedings with
regard to the Plan and all records, documents, and data pertaining to its
administration of the Plan. A majority of the members of the Board shall
constitute a quorum for the transaction of business, and the vote of a majority
of those members present at any meeting shall decide any question brought before
that meeting. In addition, the Board may take any action otherwise proper under
the Plan by the affirmative vote, taken without a meeting, of a majority of its
members. Any decision or determination reduced to writing and signed by a
majority of the members shall be as effective as if it had been made by a
majority vote at a meeting properly called and held. All questions of
interpretation and application of the Plan shall be subject to the determination
of the Board. The actions of the Board in exercising all of the rights, powers
and authorities set out in this Plan, when performed in good faith and in its
sole judgment, shall be final, conclusive, and binding on the parties.

3. Shares Available Under the Plan. The stock subject the Stock Awards shall be
shares of the Company's Common Stock, without par value (the 'Common Stock').
The total number of shares of Common Stock available under the Plan shall not
exceed in the aggregate 500,000. Such shares may be treasury shares or
authorized but unissued shares.

4. Eligibility. The individuals who shall be eligible to participate in the Plan
shall be any officer, director, employee, consultant, advisor or other person
providing key services to the Company who are not engaged in any prohibited
activity (hereinafter such persons may sometimes be referred to as the 'Eligible
Individuals.') Prohibited Activity shall include the following:
i.   services rendered to the Company not in connection  with a capital raising
     or market making transaction;
ii.  services in connection with the offer or sale of securities in  a
     capital-raising transaction that directly or indirectly promotes or
     maintains a market for the Company's securities.
iii. services by current or future auditors of the Company.
iv.  services performed by compensate promoters of the Company.
v.   services involving any promotion or marketing of the Company or shareholder
     or investor relations services and
vi.  services in connection with a shell merger.

5. Authority to Grant Stock Awards. The Board in its discretion and subject to
the provisions of the Plan, may grant the following from time to time to
eligible individuals of the Company: (a) Stock Awards. The Board may award and
issue shares of Common Stock under the Plan to an eligible individual ('Stock
Award'). Stock Awards may be made in lieu of cash compensation or as additional
compensation. Stock Awards may also be made pursuant to performance based goals
established by the Board.

Subject only to any applicable limitations set forth in the Plan, the number of
shares of Common Stock covered by any Stock Award, shall be determined by the
Board.

6. Stock Awards.
(a) Awards in Lieu of Compensation. The Board may grant Common Stock to an
Eligible Individual under the Plan, without any payment by the individual, in
lieu of certain cash compensation or as additional compensation. The Stock Award
is subject to appropriate tax withholding. After compliance with the tax
withholding requirements, a stock certificate shall be issued to the individual
recipient of the Stock Award. The certificate shall bear such legend, if any, as
the Board determines is reasonably required by applicable law. Prior to receipt
of a Stock Award, the individual must comply with appropriate requests of the
Board to assure compliance with all relevant laws.
(b) Performance Based Awards. The Board may award shares of Common Stock,
without any payment for such shares, to designated individuals if specified
performance goals established by the Board are satisfied. The designation of an
employee eligible for a specific performance based Stock Award shall be made by
the Board in writing prior to the beginning of the 12-month period for which the
performance is measured. The Board shall establish the number of shares to be
issued to a designated employee if the performance goal is met. The Board must
certify in writing that a performance goal has been met prior to issuance of any
certificate for a performance based Stock Award to any employee. If the Board
certifies the entitlement of an employee to the performance based Stock Award,
the certificate shall be issued to the employee as soon as administratively
practicable, and subject to other applicable provisions of the Plan, including
but not limited to, all legal requirements and tax withholding. Performance
goals determined by the Board may be based on specified increases in net
profits, stock price, Company or segment sales, market share, earnings per
share, and/or return on equity.

7. The Company may, but shall not be obligated to, register any securities
covered by a Stock Award pursuant to the 1933 Act (as now in effect or as
hereafter amended) and, in the event any shares are registered, the Company may
remove any legend on certificates representing these shares. The Company shall
not be obligated to take any other affirmative action in order to cause the
Stock Award to comply with any law or regulation of any governmental authority.

8. Employment Obligation. The granting of any Stock Award shall not impose upon
the Company any obligation to employ or continue to employ any grantee; and the
right of the Company to terminate the employment of any officer or other
employee shall not be diminished or affected by reason of the fact that a Stock
Award has been granted to him.

9. Changes in the Company's Capital Structure. The existence of outstanding
Stock Awards shall not affect in any way the right or power of the Company or
its shareholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stock ahead of or affecting the Common
Stock or the rights thereof, or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar character or otherwise.
If the Company effects a subdivision or consolidation of shares or other capital
readjustment, the payment of a dividend in capital stock or other equity
securities of the Company on, its Common Stock, or other increase or reduction
of the number of shares of the Common Stock outstanding, without receiving
consideration therefore in money, services, or property, or the reclassification
of its Common Stock, in whole or in part, into other equity securities of the
Company, then (a) the number, class and per share price of shares of Common
Stock subject to Stock Awards hereunder shall be appropriately adjusted (or in
the case of the issuance of other equity securities as a dividend on, or in a
reclassification of, the Common Stock, the Stock Awards shall extend to such
other securities) in a manner so as to entitle a grantee to receive, for the
same aggregate cash consideration, and for an award of pending performance based
Stock Awards, the same total number and class or classes of shares or in the
case of a dividend of, or reclassification into, other equity securities, those
other securities) he would have held after adjustment if the Stock Award was
earned, immediately prior to the event requiring the adjustment, or, if
applicable, the record date for determining shareholders to be affected by the
adjustment; and (b) the number and class of shares then reserved for issuance
under the Plan (or in the case of a dividend of, or reclassification into, other
equity securities, those other securities)shall be adjusted by substituting for
the total number and class of shares of stock then reserved, the number and
class or classes of shares of stock (or in the case of a dividend of, or
reclassification into, other equity securities, those other securities) that
would have been received by the owner of an equal number of outstanding shares
of Common Stock as a result of the event requiring the adjustment. Comparable
rights shall accrue to each employee in the event of successive subdivisions,
consolidations, capital adjustments, dividends or reclassifications of the
character described above. Appropriate adjustments shall also be made to pending
Stock Awards. Except as hereinbefore expressly provided, the issue by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, for cash or property, or for labor or services either
upon direct sale or upon the exercise of rights or warrants to subscribe
therefore, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Common Stock then subject to outstanding Stock Awards.

10. Amendment or Termination of Plan. The Board may at any time alter, suspend
or terminate the Plan.

11. Forfeitures. Notwithstanding any other provisions of this Plan, if the Board
finds by a majority vote after full consideration of the facts that the
employee, before or after termination of his employment with the Company or its
subsidiaries for any reason (a) committed or engaged in fraud, embezzlement,
theft, commission of a felony, or proven dishonesty in the course of his
employment by the Company or its subsidiaries, which conduct damaged the Company
or its subsidiaries, or disclosed trade secrets of the Company or its
subsidiaries, or (b) participated, engaged in or had a financial or other
interest, whether as an employee, officer, director, consultant, contractor,
shareholder, owner, or otherwise, in any commercial endeavor in the United
States which is competitive with the business of the Company or its subsidiaries
without the written consent of the Company or its subsidiaries, the employee
shall forfeit all outstanding Stock Awards which are not fully vested, including
all rights related to such matters, and including any performance based Stock
Awards to which he may be entitled, and other elections pursuant to which the
Company has not yet delivered a stock certificate. Clause (b) shall not be
deemed to have been violated solely by reason of the employee's ownership of
stock or securities of any publicly owned corporation, if that ownership does
not result in effective control of the corporation. The decision of the Board as
to the cause of the employee's discharge, the damage done to the Company or its
subsidiaries, and the extent of the employee's competitive activity shall be
final. No decision of the Board, however, shall affect the finality of the
discharge of the employee by the Company or its subsidiaries in any manner. To
provide the Company with an opportunity to enforce this Section, no certificate
for Stock may be issued under this Plan without the certification by the Board
that no action forbidden by this provision has been raised for their
determination.

12. Tax Withholding. The Company shall be entitled to deduct from other
compensation payable to each employee any sums required by federal, state, or
local tax law to be withheld with respect to the grant, vesting, as appropriate,
of an Stock Award. In the alternative, the Company may require the employee (or
other person receiving the Stock Award) to pay the sum directly to the employer
corporation.

13. Written Agreement. Each Stock Award granted hereunder shall be embodied in a
written agreement, which shall be subject to the terms and conditions prescribed
herein, and shall be signed by the grantee and by an appropriate officer of the
Company on behalf of the Company. Each agreement shall contain other provisions
which the Board in its discretion shall deem advisable.

14. Governing Law and Interpretation. This Plan shall be governed by the laws of
the state of Florida. Headings contained in this Plan are for convenience only
and shall in no manner be construed as part of this Plan.

15. Effective Date of Plan. The Plan shall become effective as of February 25,
2002 (the 'Effective Date') and shall terminate on the 1st anniversary of the
Effective Date.

EX-23.2

Ex 23.2


SIMON LEVER & COMPANY
Certified Public Accountants and Consultants

444 Murry Hill Circle
Lancaster, PA 17601-4168
Telephone 717.569.7081
FAx 717.569.7313
www.simon-lever.com




                         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
March 4, 2002 of our report dated September 25, 2001 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
10-KSB of Medical Technology & Innovations, Inc. for the year ended June 30,
2001.



                                               /s/ Simon Lever & Company
                                               SIMON LEVER & COMPANY



Lancaster, Pennsylvania

February 28, 2002