PARADIGM MEDICAL INDUSTRIES INC
10-Q, 1998-05-21
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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                              UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C.

                              FORM 10QSB

            QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended March 31, 1998                Commission File
                                                Number: 0-28498

                  PARADIGM MEDICAL INDUSTRIES, INC.
                  ---------------------------------
                     Exact Name of Registrant


          DELAWARE                             87-0459536   
- -------------------------                 ---------------------
(State or other jurisdiction              IRS Identification
of incorporation or organization)              Number

1127 West 2320 South, Suite A, 
Salt Lake City, Utah                                    84119   
- ---------------------------------               ----------------
(Address of principal executive offices)            (Zip Code)

Registrant's telephone number,
  including Area Code                           (801) 977-8970

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 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    
                    -----          -----

State the number of shares outstanding of each of the issuer's
classes of common equity as of the close of the period covered by
this report.


Class A Common Stock, $.001 par value            3,830,358     
- -------------------------------------     --------------------
      Title of Class                      Number of Shares
                                          Outstanding as of
                                          March 31, 1998

Series A Preferred, $.001 par value                36,122     
- -----------------------------------       ---------------------
      Title of Class                      Number of Shares
                                          Outstanding as of
                                          March 31, 1997

Series B Preferred, $.001  par value               33,236   
- ------------------------------------      ---------------------
      Title of Class                      Number of Shares
                                          Outstanding as of
                                          March 31, 1998

Series C Preferred, $.001  par value                 29,980   
- ------------------------------------      ---------------------
      Title of Class                      Number of Shares
                                          Outstanding as of
                                          March 31, 1998

Transitional Small Business Disclosure Format

                  YES         NO  X 
                      -----      ------

<PAGE>

                       PARADIGM MEDICAL INDUSTRIES, INC.
                                  FORM 10QSB

                         QUARTER ENDED MARCH 31, 1998

                               TABLE OF CONTENTS

                       PART I - FINANCIAL INFORMATION

                                                                
                                                       Page
                                                        No.
                                                    --------
           
Item 1.  Financial Statements

      Balance Sheets (unaudited) - March 31, 1998 
      and December 31, 1997. . . . . . . . . . . . . 3 to 4

      Statements of Operations (unaudited) for 
      the three months ended March 31, 1998 and 
      March 31, 1997. . . . . . . . . . . . . . . .  5

      Statements of Cash Flows (unaudited) for 
      the three months ended March 31, 1998 and 
      March 31, 1997. . . . . . . . . . . . . . . .  6

      Notes to Financial Statements (unaudited). . . 7 to 8


Item 2.

      Management's Discussion and Analysis of
      Financial Condition and Results of 
      Operations . . . . . . . . . . . . . . . . . . 8 to 11


                     PART II - OTHER INFORMATION

      Other Information. . . . . . . . . . . . . . . 11

      Signature Page . . . . . . . . . . . . . . . . 12

<PAGE>
<TABLE>
<CAPTION>
                      PARADIGM MEDICAL INDUSTRIES, INC.
                              BALANCE SHEETS
                               (UNAUDITED)
                                                        
                                     March 31,       December 31,
                                      1998               1997   
                                    ----------       ------------
<S>                                 <C>               <C>
                                    (Unaudited)       (Audited)
ASSETS 
Current assets:
 Cash and cash equivalents            $1,865,429      $  886,558 
 Trade accounts receivable               319,223         120,853 
 Inventories                             793,751         833,930 
 Prepaid expenses                         20,650          15,787 
                                      ----------      -----------
      Total current assets             2,999,053       1,857,128 
Prepaid Financing Costs                                  164,776 
Deferred charges, net                    290,832         309,396 
Property and equipment, net              115,987         121,274 
                                      ----------      ----------
      Total assets                    $3,405,872      $2,452,574 
                                      ==========      ==========

LIABILITIES AND STOCKHOLDERS' EQUITY 
Current liabilities:
 Trade accounts payable                $  80,356      $  243,206 
 Accounts payable - related parties      460,583         458,467 
 Accrued expenses                        109,129         349,930 
 Note payable to bank - current            2,752           3,620 
 Purchase Deposits                        35,000                
                                       ---------      ----------
      Total current liabilities          687,820       1,055,223 
Note payable, less current portion        89,757       1,081,996 
                                       ---------      ----------
      Total liabilities                  777,577       2,137,219 
                                       ---------      ----------

Stockholders' equity: 
 Preferred stock. $.001 par 
  value authorized: 
 5,000,000 shares
   Series A, $.001 par value, 
    authorized: 500,000 shares; 
    issued and outstanding:
    50,122 shares at December 
    31, 1997 and 36,122 shares 
    at March 31, 1998
    (aggregate liquidation 
    preference of $200,488 on 
    December 31, 1997 and                   36                50
    $144,488 on March 31, 1998
   Series B, $.001 par value 
    authorized: 500,000 shares; 
    issued and outstanding:
    45,383 shares at December 31, 
    1997 and 33,236 shares at 
    March 31, 1998 (aggregate 
    liquidation preference of
    $181,532 on December 31, 1997 and       33                45 
    $132,944 on March 31, 1998
  Series C, $.001 par value authorized:
    30,000 shares; issued and 
    outstanding: 29,980 shares at 
    March 31, 1998                          30 
    Additional paid-in capital, 
    preferred stock                    3,047,024         318,355 
 Common stock, $.001 par value, 
    authorized: 20,000,000 shares; 
    issued and outstanding
    3,798,981 shares at December 
    31, 1997 and 3,830,358 shares 
    at March 31, 1998                      3,830           3,799 
    Additional paid-in-capital 
    common stock                       8,405,619       8,280,142 
    Treasury stock, 2,600 shares, 
    at cost                               (3,777)         (3,777)
    Unearned Compensation               (376,993)       (260,253)
    Accumulated deficit               (8,447,507)     (8,023,006)
                                     -----------      ----------
      Total stockholders' equity       2,628,295         315,355
                                     -----------      ---------- 
      Total liabilities and 
      stockholders' equity           $ 3,405,872     $ 2,452,574 
                                     ===========     ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                   PARADIGM MEDICAL INDUSTRIES, INC.
                       STATEMENTS OF OPERATIONS
                              (UNAUDITED)
                                                                
                                          Three months ended
                                               March 31,        
                                       -------------------------
                                          1998           1997 
                                       -----------    ---------- 
                                       (Unaudited)   (Unaudited)
<S>                                    <C>            <C>
Sales                                  $  351,382     $  256,415 

Cost of sales                             177,277        117,768 
Amortization of deferred charges           18,564               
                                       ----------     ----------
Net cost of sales                         195,841        117,768 
                                       ----------     ----------
      Gross profit                        155,541        138,647 
                                       ----------     ----------
Operating expenses:
 Marketing and selling                    156,576        112,152 
 General and administrative               348,337        458,788 
 Research and development                  61,044        394,633 
                                       ----------     ----------
      Total operating expenses            565,957        965,573 
                                       ----------     ----------
Operating loss                           (410,416)      (826,926)
                                       ----------     ----------
Other income (expense):
 Interest income                           11,072         24,475 
 Interest expense                         (24,674)          (463)
                                       ----------     ---------- 
                                          (13,602)        24,012 
                                       ----------     ----------
Net loss                                 (424,018)      (802,914)
                                       ----------     ----------
Net loss attributable to common 
 shareholders                           $(424,018)    $(802,914)
                                       ==========     =========
Net loss per common share                 $(0.11)        $(0.24)
                                       ==========     =========
Shares used in computing net loss 
 per common share                       3,830,358      3,386,356 
                                       ==========     ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                     PARADIGM MEDICAL INDUSTRIES, INC.
                        STATEMENTS OF CASH FLOWS
                             (UNAUDITED)
                                                            
                                                                
                                         Three months ended
                                                March 31,  
                                       -------------------------
                                         1998              1997 
                                       ------------   ----------
                                       (Unaudited)    (Unaudited)
<S>                                    <C>            <C>
Cash flows from operating activities:
 Net loss                                $(424,018)    $(802,914)
 Adjustments to reconcile net 
  loss to net cash used in 
  operating activities:
    Depreciation and amortization            7,586         6,804 
    Amortization of deferred charges        18,564         5,748 
    Common stock issued for compensation       0          41,810 

   Increase (decrease) from changes in:
     Trade accounts receivable            (217,206)     (163,166)
     Inventories                           181,015      (365,358)
     Prepaid expenses                         (752)       (7,664)
     Deposits                                 -             -   

   Deferred public offering costs:                              
     Accounts payable - related parties     48,428       966,382 
     Trade accounts payable               (128,182)       63,664 
     Accrued expenses                     (247,209)     (246,463)
                                       -----------    ----------
     Net cash used in operating 
      activities                          (761,774)     (501,157)
                                       -----------    ----------
Cash flows from investing activities:
 Purchase of property and equipment         (7,208)       (9,311)
 Purchase of marketable debt 
  securities - available for sale                           (258)
 Purchase of engineering services                       (329,105)
 Depreciation from disposed PP&E               207              
                                       -----------    -----------
   Net cash used in investing 
    activities                              (7,001)     (338,674)
                                       -----------    ----------
Cash flows from financing activities:
 Interest Payable, 12% Promissory Notes     22,435              
 Proceeds from exercise and warrants                       41,625 
 12% Promissory Notes Converted to 
   "C" Preferred                          (995,000)             
 Principal payments on notes payable        (5,852)         (790)
 Net Proceeds for Series "C" Stock 
   Issue                                  2,741,640             
  Net Equity Change for period               (9,188)            
  Net cash provided by financing 
   activities                             1,754,035        40,835

Net increase (decrease) in cash 
 and cash equivalents                       985,260     (798,996)
 Cash and cash equivalents at 
   beginning of period                      880,206     2,468,988
                                       ------------   -----------
Cash and cash equivalents at 
 end of period                          $ 1,865,466    1,669,992 
                                       ============   ==========

Supplemental disclosure of cash 
 flow information:
   Cash paid for interest                 $   899       $    463 

</TABLE>
<PAGE>
                     PARADIGM MEDICAL INDUSTRIES, INC.
                       NOTES TO FINANCIAL STATEMENTS
                                (UNAUDITED)        

1.    Significant Accounting Policies:

      In the opinion of management, the accompanying financial
statements contain all adjustments (consisting only of normal
recurring items) necessary to present fairly the financial
position of Paradigm Medical Industries, Inc. (the Company) as of
March 31, 1998, and the results of its operations for the three
months ended March 31, 1997 and 1998, and its cash flows for the
three months ended March 31, 1997 and 1998.  The results of
operations for the periods presented are not necessarily
indicative of the results to be expected for the full year
period.

      Net Loss Per Share

      Net loss per common share is computed on the weighted
average number of common and common equivalent shares outstanding
during each period.  Common stock equivalents consist of
convertible preferred stock, common stock options and warrants. 
Common equivalent shares are excluded from the computation when
their effect is anti-dilutive.  Other common stock equivalents
have not been included in loss years because they are
anti-dilutive. 

2.    Legal Proceedings:

      The Company is not a party to any legal proceedings.

3.    Preferred Stock Conversions:

      Under the Company's Articles of Incorporation, holders of
the Company's preferred stock have the right to convert such
stock into shares of the Company's common stock at the rate of
1.2 shares of common stock for each share of preferred stock. 
During the three month period ended March 31, 1998, 14,000 shares
of Series A Preferred Stock and 12,147 shares of Series B
Preferred Stock were converted into 16,800 and 14,577 shares of
the Company's common stock, respectively.

4.    Series C Preferred Stock

      In January 1998, the Company's Board of Directors
authorized the issuance of a total of 30,000 shares of non-voting
Class C Preferred Stock, $.001 par value, $100 stated value. 
Each share is convertible into approximately 57.14 shares of
common stock at an initial conversion price, subject to
adjustments for stock splits, stock dividends and certain
combinations or recapitalizations of the Common stock, equal to
$1.75 per share of common stock.  Holders of the shares of Series
C Preferred stock are entitled to 12% non-cumulative dividends. 
However, the shares shall be entitled to dividends declared on
the Company's common stock on an as-converted basis.
      
      In March 1998, the Company closed a private placement of
Series C Preferred Stock, selling 20,030 shares at a price of
$100 per share.  The net proceeds to the Company from the private
placement were approximately $1.7 million.
      
      In January 1998, the Company offered to the holders of the
Notes, through an exchange offer, the right to exchange their
Notes for shares of Series C Preferred Stock.  In March 1998,
Notes totaling $995,000 were exchanged for 9,950 shares of Series
C Preferred Stock, at $100 per share, totaling $995,000.  The
exchange offer has now expired.  

5.    Warrants

      In connection with the private placement of Series C
Preferred Stock, The Company issued to WIN Capital Corp. a
warrant to purchase 100,000 shares of the Company's common stock
at a price of $3.00 per share expiring March 3, 2001.  The
Company has recorded the fair value of the warrant at $166,000
which is being recognized as expense over an eighteen month
period.

6.    Related Party Transactions:

      The Company has subcontracted the manufacturing of its
Precisionist and Photon laser cataract systems to a company that
is a shareholder.  During the three month period ended March 31,
1998, the Company purchased design and manufacturing services
from that company in the amount of $2,116 and as of March 31,
1998 owed that company $460,583 which is included in accounts
payable.

      In 1988, the Company signed an exclusive patent license
agreement with a company which owns the patent for the laser
probe.  This Company is owned by a shareholder of the Company. 
The agreement provides for the payment of a 1% royalty on all
sales proceeds related to the Photon machine.  The agreement
terminates on July 7, 2003.  In the quarter ended March 31, 1998,
the Company paid royalties of $4,811.
      
      A law firm, of which a director of the Company is a
partner, had rendered legal services to the Company.  During the
three month period ended March 31, 1998, the Company paid this
firm $30,224 for legal services, and as of March 31, 1998, owed
this firm $7,718, which is included in accounts payable.

            MANAGEMENT'S DISCUSSION AND ANALYSIS
      FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

      The followings Management's Discussion and Analysis of
Financial Condition and results of Operations contains forward
looking statements which involve risks and uncertainties.  The
Company's actual results could differ materially from those
anticipated in these forward looking statements as a result of
certain factors discussed in this section.  The Company's fiscal
year runs from January 1 to and including December 31. 

General

      The Company is engaged in the design, development,
manufacture and sale of high technology eyecare products.  The
Company's surgical equipment is designed to perform minimally
invasive cataract surgery and is comprised of surgical devices
and related instruments and accessories, including disposable
products.  The Company's diagnostic instrument is designed to
measure intraocular pressure and ocular blood flow for the
detection and treatment of glaucoma.  Paradigm's activities for
the three months ended March 31, 1998 include domestic and
international sales of the Precisionist 3000 Plus(trademark) and
the Precisionist ThirtyThousand(trademark) Ocular Surgery
Workstation(trademark) cataract surgery systems, domestic sales
of the Blood Flow Analyzer, and research and development on the
Photon(trademark) laser cataract removal system which received FDA approval
for expansion to Phase II Clinical Trials on May 19, 1998. 
Paradigm's activities for the three months ended March 31, 1997
include domestic and international sales of the Precisionist 3000
Plus(trademark), the Precisionist ThirtyThousand(trademark)  and
the Photon(trademark) laser cataract system as well as primary
research for other new products and businesses.

Results of Operations

      Sales increased by $94,967 or 37% to $351,382 for the three
months ended March 31, 1998 from $256,415 for the comparable
period in 1997.  The increase in sales was a result of the
Company launching the Blood Flow Analyzer System(trademark) and
increased sales of the Precisionist ThirtyThousand(trademark)
Ocular Surgery Workstation(trademark). Cost of sales increased
$78,073 or 66% to $195,841 for the three months ended March 31,
1998 from $177,768 for the comparable period in 1997 as a result
of the increased sales.  The gross margin for the three months
ended March 31, 1998 of 44% is lower than the gross margin for
the comparable period in 1997 of 46%.  If the amortization of
deferred charges of $18,567, a non-cash expense, is excluded for
the three months ended March 31, 1998, the gross margin is 49.5%
or significantly higher than the 46% for the comparable period in
1997 due to higher sales of the Precisionist
ThirtyThousand(trademark) Workstation.

      Marketing and selling expenses increased by $44,424 or 40%
to $156,576 for the three months ended March 31 1998 from
$112,152 for the comparable period in 1997.  The increase was a
result of the Company adding four additional sales
representatives and increasing promotional activities in
anticipation of launching the Blood Flow Analyzer(trademark) and
in increased sales of the Precisionist ThirtyThousand(trademark)
Ocular Surgery Workstation(trademark).
      
      General and administrative expenses decreased by $110,451
or 24% to $348,337 for the three months ended March 31, 1998,
from $458,788 for the comparable period in 1997.  This reduction
was a result of a restructuring that eliminated four positions.
      
      Research and development expenses decreased by $333,589 or
73% to $61,044 for the three months ended March 31, 1998 from
$458,788 for the comparable period in 1997.   This sharp decline
can be attributed to the completion of the design and engineering
phase of the Precisionist ThirtyThousand(trademark) Ocular
Surgery Workstation(trademark).

Upgrades

      To garner sales, the Company offers the ultrasonic
Precisionist(trademark) system with an unconditional arrangement
under which the customer may trade in their
Precisionist(trademark) system to upgrade to a Precisionist
ThirtyThousand(trademark) Ocular Surgery System(trademark) or,
upon FDA clearance, a Photon(trademark) laser cataract system
when that system becomes available.  Under this arrangement, the
customer receives full credit for the trade in purchase price of
the Precisionist(trademark) system against the price of the new
Precisionist ThirtyThousand(trademark) Ocular Surgery
System(trademark) of Photon(trademark) laser cataract system.

      In the March 31, 1998 quarter, there have been no trade-in
sales in which the customer has upgraded a
Precisionist(trademark) system to the Precisionist
ThirtyThousand(trademark) Ocular Surgery System(trademark)
compared with two trade-in sales in the quarter ended March 31,
1997.

Liquidity and Capital Resources

      The Company used cash in operating activities of $761,774
for the three months ended March 31, 1998 compared to $501,157
for the comparable period in 1997.  The Company used cash in
investing activities of $7,208 for the three months ended March
31, 1998 compared to $338,674 for the comparable period in 1997
primarily due to a reduction of $329,105 of engineering services
in the quarter ended March 31, 1998 compared to the comparable
period in 1997.  The Company received cash from financing
activities of $1,754,035 for the three months ended March 31,
1998, compared to $40,835 which the Company received in a similar
period in 1997.  In addition the Company wrote off prepaid
financing costs of $164,776 associated with the exchange of the
12% Convertible Notes into the Series C Preferred Stock.

      At March 31, 1998, the Company had net operating loss
carryforwards (NOLs) of approximately $7,497,000 and research and
development tax credit carryforwards of approximately $63,700. 
These carryforwards are available to offset future taxable
income, if any, and expire in the years 2005 through 2011. 
Because the Company has yet to recognize significant revenue from
the sale of its Photon(trademark) laser cataract system, a 100%
valuation allowance has been provided in full for these deferred
tax assets.  The Company's ability to use its NOLs to offset
future income taxes may be subject to restrictions enacted in the
United States Internal Revenue Code of 1986, as amended.  These
restrictions could limit the Company's future use of its NOLs if
there is a cumulative ownership change of more than 50%, which
would include the changes of ownership related to the offering.

Effect of Inflation and Foreign Currency Exchange

      The Company has not realized a reduction in the selling
price of the Precisionist phaco system as a result of domestic
inflation.  Nor has the Company experienced unfavorable profit
reductions due to currency exchange fluctuations or inflation
with its foreign customers.

Impact of New Accounting Pronouncements

      In June 1997, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standard (SFAS)
No. 130 ("SFAS 130"), "Reporting Comprehensive Income", and SFAS
No. 131 ("SFAS 131"), "Disclosures About Segments of an
Enterprise and Related Information".  SFAS 130 establishes
standards for reporting and display of comprehensive income in
the financial statements.  Comprehensive income is the total of
net income and all other non-owner changes in equity.  SFAS 131
requires that companies disclose segment data based on how
management makes decisions about allocating resources to segments
and measuring their performance.  In addition, in February 1998
the FASB issued SFAS No. 132 ("SFAS 132"), "Employers'
Disclosures About Pensions and Other Postretirement Benefits",
concerning employer disclosure about pension plans and other
postretirement benefits.  SFAS 130, SFAS 131 and SFAS 132 are
effective for fiscal years beginning after December 15, 1997. 
Adoption of the standards is not expected to have an effect on
the Company's financial statements, financial position or results
of operations.

      The Company has reviewed all other recently issued, but not
yet adopted, accounting standards in order to determine their
effects, if any, on the results of operations or financial
position of the Company.  Based on that review, the Company
believes that none of these pronouncements will have a
significant effect on current or future earnings or operations.

Year 2000

      The year 2000 issue is the result of computer programs
being written using two digits rather than four to define the
applicable year.  Management of the Company does not anticipate
that any significant modification or replacement of the Company's
software will be necessary for its computer systems to properly
utilize dates beyond December 31, 1999 or that the Company will
incur significant operating expenses to make any such computer
system improvements.  The Company is not able to determine,
however, whether any of its suppliers, lenders, or service
providers will need to make any such software modifications or
replacements or whether the failure to make such software
corrections will have an effect on the Company's operations or
financial condition.

Part II:    Other Information

Item 6.     Exhibits and Reports on Form 8-K
      
      (a)   Exhibits

      The following Exhibits are filed herewith pursuant to Rule
601 of Regulation S-B or are incorporated by reference to
previous filings.

Table No.         Document

 2.1        Amended Agreement and Plan of Merger between Paradigm
             Medical Industries, Inc., a California corporation
             and Paradigm Medical Industries, Inc., a Delaware
             corporation(1)
 3.1        Certificate of Incorporation(1)
 3.2        Bylaws(1)
 4.1        Warrant Agency Agreement with Continental Stock
             Transfer & Trust Company(3)
 4.2        Specimen Common Stock Certificate (2)
 4.3        Specimen Class A Warrant Certificate(2)
 4.4        Form of Class A Warrant Agreement(2)
 4.5        Underwriter's Warrant with Kenneth Jerome & Co.,
             Inc.(3)
 4.6        Attorney's Warrant with Mackey Price & Williams(1)
 4.7        Warrant to Purchase Common Stock with Win Capital
             Corp.(6)
 4.8        Specimen Series C Convertible Preferred Stock
             Certificate(6)
 4.9        Certificate of the Designations, Powers, Preferences
             and Rights of the Series C Convertible Preferred
             Stock(6)
10.1        Exclusive Patent License Agreement with Photomed(1)
10.2        Consulting Agreement with Dr. Daniel M. Eichenbaum(1)
10.3        Confidential Disclosure Agreement with Zevex, Inc.(1)
10.4        Indemnity Agreement with Zevex International, Inc.(1)
10.5        Manufacturing Agreement with Sunrise Technologies,
             Inc.(1)
10.6        Royalty Agreement dated January 30, 1992, with Dennis
             L. OberkampDesign Services(1)
10.7        Indemnity Agreement dated January 30, 1992, with
             Dennis L. OberkampDesign Services(1)
10.8        Royalty Agreement (for Ultrasonic Phaco Handpiece)
             with Dennis L.Oberkamp Design Services(1)
10.9        Lease Agreement with Eden Roc(6)
10.10       Settlement and Release Agreement with Douglas A.
             MacLeod(1)
10.11       Form of Indemnification Agreement(1)
10.12       1995 Stock Option Plan and forms of Stock Option
             Grant Agreements(1)
10.13       Form of Promissory Note between the Company and third
             parties(1)
10.14       Form of Warrant to Purchase Common Stock between the
             Company and third parties(1)
10.15       Employee's Lock-Up Agreement(1)
10.16       Registering Shareholders Lock-Up Agreement(3)
10.17       Employment Agreement with Thomas F. Motter(1)
10.18       Employment Agreement with Robert W. Millar(1)
10.19       Employment Agreement with Jack W. Hemmer(1)
10.20       Amendment of Settlement and Release Agreement with
             Douglas A. MacLeod(3)
10.21       Design, Engineering and Manufacturing Agreement with
             Zevex, Inc.(5)
10.22       License and Manufacturing Agreement with O.B.F. Labs,
             Ltd.(6) 
10.23       Settlement Agreement with Estate of H.L. Federman(6)
10.24       Agreement with Win Capital Corp.(6)
10.25       12% Convertible, Redeemable Promissory Note(6)
10.26       Securities Exchange Agreement(6)
23.1        Consent of Medical Laser Insight(3)
23.2        Consent of Frost & Sullivan(3)
23.3        Consent of Ophthalmologists Times(3)
27          Financial Data Schedule

               
(1)         Incorporated by reference from Registration Statement
             on Form SB-2, as filed on March 19, 1996.
(2)         Incorporated by reference from Amendment No. 1 to
             Registration Statement on Form SB-2, as filed on May
             14, 1996.
(3)         Incorporated by reference from Amendment No. 2 to
             Registration Statement on Form SB-2, as filed on
             June 13, 1996.
(4)         Incorporated by reference from Amendment No. 3 to
             Registration Statement on Form SB-2, as filed on
             June 28, 1996.
(5)         Incorporated by reference from Annual Report on Form
             10-KSB, as filed on December 30, 1996
(6)         Incorporated by reference from Annual Report on Form
             10-KSB, as filed on April 16, 1998
      (b)  Reports on Form 8-K

      On January 7, 1998, the Company filed a report on Form 8-K
regarding pro forma financial statements as of November 30, 1997.

      On February 18, 1998, the Company filed a report on Form
8-K regarding pro forma financial statements as of December 31,
1997.

      On February 27, 1998, the Company filed a report on Form
8-K regarding pro forma financial statements as of January 31,
1998.

<PAGE>

                                SIGNATURES


      Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.

                           REGISTRANT

                PARADIGM MEDICAL INDUSTRIES, INC.
                ---------------------------------
                           Registrant


DATED:  May 20, 1998    By:   Michael W. Stelzer
                              Chief Operating Officer



DATED:  May 20, 1998    By:   John W. Hemmer
                              Treasurer and Chief Financial
                               Officer (Principal Financial and
                               Accounting
                                 Officer)



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED BALANCE SHEET OF PARADIGM MEDICAL INDUSTRIES, INC. AS OF
MARCH 31, 1998, AND THE RELATED STATEMENTS OF OPERATIONS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                       1,865,429
<SECURITIES>                                         0
<RECEIVABLES>                                  319,223
<ALLOWANCES>                                         0
<INVENTORY>                                    793,751
<CURRENT-ASSETS>                             2,999,055
<PP&E>                                         123,573
<DEPRECIATION>                                 (7,586)
<TOTAL-ASSETS>                               3,405,872
<CURRENT-LIABILITIES>                          687,820
<BONDS>                                              0
                                0
                                         99
<COMMON>                                         3,830
<OTHER-SE>                                   2,624,366
<TOTAL-LIABILITY-AND-EQUITY>                 3,405,872
<SALES>                                        351,382
<TOTAL-REVENUES>                               351,382
<CGS>                                          195,841
<TOTAL-COSTS>                                  565,957
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                            (13,602)
<INCOME-PRETAX>                              (424,018)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (424,018)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (424,018)
<EPS-PRIMARY>                                   (0.11)
<EPS-DILUTED>                                   (0.11)
        

</TABLE>


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