PARADIGM MEDICAL INDUSTRIES INC
10QSB/A, 1998-08-21
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D. C.

                                 FORM 10-QSB/A
                               (AMENDMENT NO. 1)

               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.

Common Stock, $.001 par value                        3,830,308
- - ------------------------------------                 ------------- 
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 


                                       1
<PAGE>


                       PARADIGM MEDICAL INDUSTRIES, INC.
                                FORM 10-QSB/A-1

                          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

     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

Item 2.

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


PART II - OTHER INFORMATION

     Other Information                                                        10

     Signature Page                                                           12

                                       2
<PAGE>



                       PARADIGM MEDICAL INDUSTRIES, INC.
                                 BALANCE SHEETS
                                  (UNAUDITED)


<TABLE>
<S>                                                                                             <C>               <C>
                                                                                                March 31,         December 31,
                                                                                                  1998              1997
                                                                                                (Unaudited)       (Audited)
               ASSETS
               Current assets:
                    Cash and cash equivalents                                                   $  1,865,429      $    886,558
                    Trade accounts receivable                                                        319,523           120,853
                    Inventories                                                                      893,717           833,930
                    Prepaid expenses                                                                  20,650            15,787
                                                                                                -------------     -------------
                                   Total current assets                                            3,099,319         1,857,128
               Prepaid Financing Costs                                                                 --             425,029
               Capitalized engineering and design changes, net                                       290,832           309,396
               Property and equipment, net                                                           115,987           121,274
                                                                                                -------------     -------------    
                                   Total assets                                                 $  3,506,138      $  2,712,827
                                                                                                =============     =============
 
               LIABILITIES AND STOCKHOLDERS' EQUITY
               Current liabilities:
                    Trade accounts payable                                                      $     69,862      $    243,206
                    Accounts payable - related parties                                               460,583           458,467
                    Accrued expenses                                                                  89,446           349,930
                    Interest payable on 12% Promissory Notes                                          22,435              --
                    Note payable to bank - current                                                     3,620             3,620
                    Purchase Deposits                                                                 35,000              --
                                                                                                -------------     -------------
                                   Total current liabilities                                         680,946         1,055,223
                                                                                                -------------     ------------- 
               Note payable, less current portion                                                     86,137         1,081,996
                                                                                                -------------     -------------
                                   Total liabilities                                                 767,083         2,137,219
                                                                                                -------------     -------------
               Stockholders' equity:
                    Preferred stock, authorized:
                    5,000,000 shares, $.001 par value
                          Series A
                                   Authorized:  500,000 shares; issued and
                                   outstanding: 50,122 shares at December 31, 1997
                                   and 36,122 shares at March 31, 1998
                                                                                                          36                50
                          Series B
                                   Authorized:  500,000 shares; issued and
                                   outstanding: 45,383 shares at December 31, 1997
                                   and 33,236 shares at March 31, 1998
                                                                                                          33                45
                          Series C
                                   Authorized: 30,000 shares; issued and
                                   outstanding: 29,980 shares at March 31, 1998                           30              --

                    Common stock, Authorized: 20,000,000 shares,
                    issued and outstanding: 3,798,931 shares at December 31, 1997
                    and 3,830,308 shares at March 31, 1998                                             3,830             3,799
               Additional paid-in-capital                                                         16,280,749         8,833,897

</TABLE>
                                        3
<PAGE>
<TABLE>
<S>                                                                                             <C>               <C>
         Treasury stock, 2,600 shares, at cost                                                        (3,777)           (3,777)
         Accumulated deficit                                                                     (13,541,846)       (8,258,406)
                                                                                                -------------     -------------
                             Total stockholders' equity                                            2,739,055           575,608
                                                                                                -------------     -------------
                             Total liabilities and stockholders' equity                         $  3,506,138      $  2,712,827
                                                                                                =============     =============
     



</TABLE>
                                       4
<PAGE>





                       PARADIGM MEDICAL INDUSTRIES, INC.
                            STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<S>                                                                                         <C>                    <C>
                                                                                                   Three months ended
                                                                                                         March 31,
                                                                                                1998                  1997
                                                                                            (Unaudited)            (Unaudited) 


     Sales                                                                                  $   351,382            $   256,415
                                                                                            ------------           ------------   

     Cost of sales                                                                              177,470                117,768
     Amortization of deferred charges                                                            18,564                   --
                                                                                            ------------           ------------   
     Net cost of sales                                                                          196,034                117,768
                                                                                            ------------           ------------   
                    Gross profit                                                                155,648                138,647
                                                                                            ------------           ------------   
     Operating expenses:
          Marketing and selling                                                                 158,162                112,152
          General and administrative                                                            334,068                458,788
          Research and development                                                               63,232                394,633
                                                                                            ------------           ------------   

                    Total operating expenses                                                    555,463                965,573
                                                                                            ------------           ------------   

     Operating loss                                                                            (399,814)              (826,926)

     Other income (expense):
          Interest income                                                                        11,072                 24,475
          Interest expense                                                                      (24,674)                  (463)
                                                                                            ------------           ------------   

                         Total other income                                                     (13,602)                24,012
                                                                                            ------------           ------------   


     Net loss                                                                               $  (413,417)           $  (802,914)
                                                                                            ------------           ------------   
                                                                                            ------------           ------------   

     Net operating loss per common share                                                    $     (0.11)           $     (0.24)
                                                                                            ============           ============

     Non-cash preferred stock dividend on Series "C"                                        ( 4,870,023)<F1>              --   
                                                                                                                   
     Net loss attributable to common shareholders, after
        non-cash preferred dividend                                                         $(5,283,440)           $  (802,914)
     Net loss per common share, after non-cash
        preferred dividend                                                                  $     (1.39)           $     (0.24)
                                                                                            ------------           ------------   

     Shares used in computing net loss per common share                                       3,815,000              3,386,000
                                                                                              
</TABLE>

- - -------------------------------
<F1>Based on EITF D-60, the difference between the conversion price per share of
the Series "C"  Preferred  stock and the grant dates'  market price per share of
the Common into which the  preferred  stock is  convertible,  multiplied  by the
number of common shares into which the preferred stock is  convertible,  must be
recognized as a non-cash dividend.

                                       5
<PAGE>

                       PARADIGM MEDICAL INDUSTRIES, INC.
                            STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
<TABLE>
<S>                                                                                           <C>                  <C>
                                                                                                      Three months ended
                                                                                                          March 31,
                                                                                                   1998                 1997
                                                                                                (Unaudited)           (Unaudited)

     Cash flows from operating activities:
          Net loss                                                                            $  (413,417)         $  (802,914)
          Adjustments to reconcile net loss to net
               cash used in operating activities:
                    Depreciation                                                                    7,586                6,804
                    Amortization of capitalized engineering and design changes                     18,564                5,748
                    Common stock issued for compensation                                             --                 41,810
                                                                                                                        
          (Increase) decrease from changes in:
                         Trade accounts receivable                                               (198,640)            (163,166)
                         Inventories                                                              (59,786)            (365,358)
                         Prepaid expenses                                                          (4,863)              (7,664)
                         Debt financing cost                                                      164,776                 --
          Increase (decrease) from changes in:
                         Trade accounts payable                                                  (173,344)              63,664
                         Trade accounts payable - related parties                                   2,116              966,382
                         Accrued expenses                                                        (130,009)            (246,463)
                                                                                              ------------         ------------
                                Net cash used in operating activities                            (787,047)            (501,157)
                                                                                              ------------         ------------

     Cash flows from investing activities:
          Purchase of property and equipment                                                       (2,298)              (9,311)
          Purchase of marketable debt securities - available for sale
                                                                                                     --                   (258)
          Purchase of engineering services                                                           --               (329,105)
                                                                                                                      
                                                                                              ------------         ------------
               Net cash used in investing activities                                               (2,298)            (338,674)
                                                                                              ------------         ------------
                                                                                                                      
     Cash flows from financing activities:
        Principle payments on notes payable                                                          (859)                (790)
          Interest payable, 12% Promissory Notes                                                   22,435                 --
          Proceeds from exercise and warrants                                                        --                 41,625
                                                                                                                        
          Net Proceeds for Series "C" Stock Issue                                               1,746,640                 --
                                                                                                
                                                                                              ------------         ------------
               Net cash provided by financing activities                                        1,768,216               40,835
                                                                                              ------------         ------------
                                                                                                
     Net increase (decrease) in cash and cash equivalents                                         978,871             (798,996)
                                                                                                  
     Cash and cash equivalents at beginning of period                                             886,558            2,468,988
                                                                                              ------------         ------------
     Cash and cash equivalents at end of period                                               $ 1,865,429            1,669,992
                                                                                              ============         ============
                                                                                                                     

     Supplemental disclosure of cash flow information:
          Cash paid for interest                                                              $       899          $       463
                                                                                                                           
</TABLE>

                                       6
<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.

                                       7
<PAGE>

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 $336,000  which is being
recognized  as  commission  for  raising   additional  capital  in  the  private
placement.

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™  and the Precisionist
ThirtyThousand™   Ocular  Surgery   Workstation™   cataract  surgery
systems,  domestic  sales of the Blood Flow  Analyzer™,  and  research and
development on the  Photon™  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™,  the Precisionist
ThirtyThousand™  and the  Photon™  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™  and  increased  sales of the  Precisionist  ThirtyThousand™
Ocular Surgery  Workstation™.  Cost of sales increased $78,266 or, 66%, to
$196,034  for the three  months  ended March 31,  1998,  from  $117,768  for the
comparable period in 1997, as a result of the increased sales.


                                       8
<PAGE>

     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 54%. If the
amortization  of  capitalized  engineering  and  design  charges of  $18,564,  a
non-cash  expense,  is excluded for the three  months ended March 31, 1998,  the
gross margin was 50%.

     Marketing and selling  expenses  increased by $46,010,  or 41%, to $158,162
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™ and increased sales of the Precisionist
ThirtyThousand™ Ocular Surgery Workstation™.

     General and  administrative  expenses  decreased  by  $124,720,  or 27%, to
$334,068  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 $331,40, or 84%, to $63,232
for the three  months  ended March 31, 1998,  from  $394,633 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™  Ocular
Surgery Workstation™.

Upgrades

     To garner  sales,  the Company  offers the  ultrasonic  Precisionist™
system with an unconditional  arrangement  under which the customer may trade in
their    Precisionist™    system   to    upgrade    to   a    Precisionist
ThirtyThousand™  Ocular Surgery  System™  or, upon FDA clearance,  a
Photon™  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™   system  against  the  price  of  the  new
Precisionist ThirtyThousand™ Ocular Surgery System™ or Photon™
laser cataract system.

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

Liquidity and Capital Resources

     The  Company's  ratio of inventory to quarterly  sales for the period ended
March 31, 1998 was 2.5. With the  launching of two new products  within the past
twelve months,  management has had to build  inventory in anticipation of sales.
As a result, the ratio of inventory to quarterly sales tends to fluctuate widely
depending on the company's purchase orders with the manufacturers; the time lags
between the  purchase  order,  delivery and sales,  the number of  demonstration
units in the field, the accuracy of the sales forecast, and seasonal factors.

     The Company  used cash in  operating  activities  of $787,047 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 $2,298 for the three
months ended March 31,  1998,  compared to $338,674 for the same period in 1997,
primarily due to a reduction of $329,105 in engineering  services in the quarter
ended March 31, 1998,  compared to the same period in 1997. The Company received
cash from  financing  activities of $1,768,216  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   $7,400,000,   and  research  and   development  tax  credit
carryforwards of approximately  $64,000.  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™  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

                                       9
<PAGE>

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 recently issued 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) 

                                       10
<PAGE>

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.
4.8         Specimen Series C Convertible Preferred Stock Certificate
4.9         Certificate of the Designations,  Powers,  Preferences and Rights of
            the Series C Convertible Preferred Stock
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. Oberkamp
            Design Services(1)
10.7        Indemnity  Agreement dated January 30, 1992, with Dennis L. Oberkamp
            Design Services(1)
10.8        Royalty  Agreement (for Ultrasonic  Phaco  Handpiece) with Dennis L.
            Oberkamp Design Services(1)
10.9        Lease Agreement with Eden Roc
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.


                                       11
<PAGE>

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



                                       12
<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: August 18, 1998          By:  Michael W. Stelzer
                                     ------------------
                                     Michael W. Stelzer
                                     Vice President of Operations, Secretary and
                                     Chief Operating Officer


DATED: August 18, 1998          By:  John W. Hemmer
                                     --------------
                                     Vice President of Finance, Treasurer and
                                     Chief Financial Officer
                                    (Principal Financial and Accounting Officer)


















                                       13

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
THIS SCHEDULE  CONTAINS SUMMARY  FINANCIAL  INFORMATION  EXTRACTED FROM PARADIGM
MEDICAL INDUSTRIES,  INC., FINANCIAL STATEMENTS 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>                                                1,865,249
<SECURITIES>                                                  0
<RECEIVABLES>                                           319,523
<ALLOWANCES>                                                  0
<INVENTORY>                                             893,717
<CURRENT-ASSETS>                                      3,099,319
<PP&E>                                                  184,990
<DEPRECIATION>                                           69,003
<TOTAL-ASSETS>                                        3,506,138
<CURRENT-LIABILITIES>                                   680,946
<BONDS>                                                  89,757
                                         0
                                                  99
<COMMON>                                                  3,830
<OTHER-SE>                                            2,735,126
<TOTAL-LIABILITY-AND-EQUITY>                          2,739,055
<SALES>                                                 351,382
<TOTAL-REVENUES>                                        362,454
<CGS>                                                   177,470
<TOTAL-COSTS>                                           751,497
<OTHER-EXPENSES>                                              0
<LOSS-PROVISION>                                              0
<INTEREST-EXPENSE>                                       24,674
<INCOME-PRETAX>                                        (413,417)
<INCOME-TAX>                                                  0
<INCOME-CONTINUING>                                    (413,417)
<DISCONTINUED>                                                0
<EXTRAORDINARY>                                               0
<CHANGES>                                                     0
<NET-INCOME>                                           (413,417)
<EPS-PRIMARY>                                              (.11)
<EPS-DILUTED>                                              (.11)
        


</TABLE>


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