Edgar Filing: PARADIGM MEDICAL INDUSTRIES INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C.

FORM 10-QSB/A

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

For Quarter Ended September 30, 2003 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

2355 South 1070 West, Salt Lake City, Utah 84119
------------------------------------------ --------
(Address of principal executive offices) (Zip Code)

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

Check whether the registrant (1) 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 latest practicable date:

Common Stock, $.001 par value 24,991,432
----------------------------- ----------
Title of Class Number of Shares
Outstanding as of
September 30, 2003

Class A Warrant to Purchase
One Share of Common Stock 1,000,000
----------------------------- ----------
Title of Class Number of Warrants
Outstanding as of
September 30, 2003

Transitional Small Business Disclosure Format
YES NO X

PARADIGM MEDICAL INDUSTRIES, INC.
FORM 10-QSB/A
QUARTER ENDED SEPTEMBER 30, 2003

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements
-------
Condensed Consolidated Balance Sheet (unaudited) -
September 30, 2003 ............................................... 3

Condensed Consolidated Statements of Operations (unaudited)
for the three and nine months ended September 30, 2003
and September 30, 2002............................................ 5

Condensed Consolidated Statements of Cash Flows (unaudited)
for the nine months ended September 30, 2003 and
September 30, 2002 ............................................... 6

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

Item 2. Management's Discussion and Analysis or
------- Plan of Operation................................................. 10

Item 3. Controls and Procedures .......................................... 20
-------

PART II - OTHER INFORMATION
Other Information................................................. 21

Signature Page.................................................... 27

--------------------------------------------------------------------------------

PARADIGM MEDICAL INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)

September 30,
2003
-------------
(Unaudited)
ASSETS
Current Assets
Cash & Cash Equivalents $ 213,000
Receivables, Net 701,000
Inventory 1,865,000
Prepaid Expenses 296,000
---------------
Total Current Assets 3,075,000

Intangibles, Net 684,000
Property and Equipment, Net 245,000
Deposits and Other Assets, Net 57,000
---------------
Total Assets $ 4,061,000
===============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Trade Accounts Payable 596,000
Accrued Expenses 1,759,000
Current Portion of Long-term Debt 118,000
---------------
Total Current Liabilities 2,473,000

Long-term Debt 75,000
---------------
Total Liabilities 2,548,000

See accompanying notes to financial statements

Stockholders' Equity:
Preferred Stock, Authorized:
5,000,000 Shares, $.001 par value
Series A
Authorized: 500,000 shares; issued and
outstanding: 5,627 shares at September 30, 2003 -
Series B
Authorized: 500,000 shares; issued and
outstanding: 8,986 shares at September 30, 2003 -
Series C
Authorized: 30,000 shares; issued and
outstanding: zero shares at September 30, 2003 -
Series D
Authorized: 1,140,000 shares; issued and
outstanding: 5,000 shares at September 30, 2003 -
Series E
Authorized: 50,000; issued and
outstanding: 1,500 at September 30, 2003 -
Series F
Authorized: 50,000; issued and
outstanding: 5,623.75 at September 30, 2003 -
Series G
Authorized: 2,000,000; issued and
outstanding: 1,981,560 at September 30, 2003 -
Common Stock, Authorized:
80,000,000 Shares, $.001 par value; issued and
outstanding: 24,991,432 at September 30, 2003 25,000
Common stock warrants 1,046,000
Additional paid-in-capital 56,698,000
Stock subscription receivable (294,000)
Accumulated Deficit (55,962,000)
---------------
Total Stockholders' Equity 1,513,000
---------------
Total Liabilities and Stockholders' Equity $ 4,061,000
===============

See accompanying notes to financial statements

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

Three Months Ended Nine Months Ended
September 30, September 30,
------------ ------------
2003 2002 2003 2002
(Unaudited) (Unaudited) (Unaudited) (Unaudited)

Sales $ 853,000 $ 1,078,000 $ 2,225,000 $ 3,894,000

Cost of Goods Sold 354,000 1,116,000 1,237,000 2,738,000
------------ ------------ ------------ ------------

Gross Profit 499,000 (38,000) 988,000 1,156,000
------------ ------------ ------------ ------------
Operating Expenses:
Marketing and Selling 171,000 619,000 711,000 2,381,000
General and Administrative 331,000 922,000 1,867,000 2,920,000
Research, Development and Service 203,000 1,085,000 789,000 2,449,000
IMPAIRMENT OF ASSETS - 700,000 159,000 700,000
------------ ------------ ------------ ------------
Total Operating Expenses 705,000 3,326,000 3,526,000 8,450,000
------------ ------------ ------------ ------------

Operating Income (Loss) (206,000) (3,364,000) (2,538,000) (7,294,000)

Other Income and (Expense):
Interest Income - - 3,000 6,000
Interest Expense (4,000) (17,000) (17,000) (37,000)
Other Income (Expense) 247,000 (6,000) 247,000 (6,000)
------------ ------------ ------------ ------------
Total Other Income and
(Expense) 243,000 (23,000) 233,000 (37,000)
------------ ------------ ------------ ------------
Net income (loss) before provision
for income taxes 37,000 (3,387,000) (2,305,000) (7,331,000)

Income taxes - - - -
------------ ------------ ------------ ------------
Net Income (Loss) $ 37,000 $ (3,387,000) $ (2,305,000) $ (7,331,000)
============ ============ ============ ============

Net Income (Loss) Per Share -
-Basic $ - $ (.21) $ (.10) $ (.45)
============ ============ ============ ============
-Diluted $ - $ (.21) $ (.10) $ (.45)
============ ============ ============ ============
Tighted Average Outstanding Shares-
-Basic 23,668,000 16,499,000 22,795,000 16,316,000
============ ============ ============ ============
-Diluted 26,752,000 16,499,000 22,795,000 16,316,000
============ ============ ============ ============

See accompanying notes to financial statements

PARADIGM MEDICAL INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

Nine Months Ended Nine Months Ended
September 30, 2003 September 30, 2002
(Unaudited) (Unaudited)

Cash Flows from Operating Activities:
Net Loss $ (2,305,000) $ (7,331,000)
Adjustment to Reconcile Net Loss to Net
Cash Used In Operating Activities:
Depreciation and Amortization 268,000 396,000
Issuance of Common Stock and Warrants for
Compensation, Services and Payables 83,000 211,000
Issuance of Common Stock for Settlement
Of Potential Liabilities 190,000 -
Increase in Inventory Reserve 382,000 500,000
Provision for (Recovery Of) Losses
On Receivables 83,000 (136,000)
Impairment of Intangible and Other Assets 159,000 700,000
Gain on settlement of obligations (247,000) -
Issuance of Common Stock for In-process R&D - 630,000

(Increase) Decrease from Changes in:
Trade Accounts Receivable 161,000 1,586,000
Inventories 402,000 871,000
Prepaid Expenses (215,000) 36,000
Increase (Decrease) from Changes in:
Trade Accounts Payable (120,000) (61,000)
Accrued Expenses and Deposits 447,000 101,000
--------------- ---------------
Net Cash Used in Operating Activities (712,000) (2,497,000)
--------------- ---------------
Cash Flow from Investing Activities:
Purchase of Property and Equipment (1,000) (134,000)
Disposal of Property and Equipment 6,000 -
Other Assets - (4,000)
Net Cash Paid in Acquisition - (100,000)
--------------- ---------------
Net Cash (Used) Provided by Investing Activities 5,000 (238,000)
--------------- ---------------
Cash Flows from Financing Activities:
Principal Payments on Indebtedness (63,000) (44,000)
Proceeds from Short-Term Borrowing 90,000 -
Net Proceeds from sale of Common Stock and Warrants 429,000 562,000
Net Proceeds from sale of Series G Preferred
Stock and Warrants 270,000 -
--------------- ---------------
Net Cash Provided by Financing Activities 726,000 518,000
--------------- ---------------

Net Increase (Decrease) in Cash and Cash Equivalents 19,000 (2,217,000)

Cash and Cash Equivalents at Beginning of Period 194,000 2,702,000
--------------- ---------------
Cash and Cash Equivalents at End of Period $ 213,000 $ 485,000
=============== ===============

Supplemental Disclosure of Cash Flow Information:

Cash Paid for Interest $ 17,000 $ 37,000
=============== ===============
Cash Paid for Income Taxes $ - $ -
=============== ===============

See accompanying notes to financial statements

PARADIGM MEDICAL INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

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 September 30, 2003 and the results of its operations for the three months
and nine months ended September 30, 2003 and 2002, and its cash flows for the
nine months ended September 30, 2003 and 2002. The results of operations for the
periods presented are not necessarily indicative of the results to be expected
for the full year period.

Liquidity and Going Concern
---------------------------

Due to the declining sales, significant recurring losses and cash used to fund
operating activities, the auditors' report for the year ended December 31, 2002
included an explanatory paragraph that expressed substantial doubt about its
ability to continue as a going concern. The Company has taken significant steps
to reduce costs and increase operating efficiencies. In addition, the Company is
attempting to obtain additional funding through the sale of its common stock.
Traditionally the Company has relied on financing from the sale of its common
and preferred stock to fund operations. If the Company is unable to obtain such
financing in the near future it may be required to reduce or cease its
operations.

Reclassifications
-----------------

Certain amounts in the financial statements for the three months and nine months
ended September 30, 2002 have been reclassified to conform with the presentation
of the current period financial statements.

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 consisting of options
and warrants to purchase 5,704,000 and 5,051,000 shares of common stock and
preferred stock convertible into 2,384,000 and 437,000 shares of common stock at
September 30, 2003 and 2002, respectively, have not been included in loss
periods because they are anti-dilutive.

The shares used in the computation of the Company's basic and diluted earnings
per share are reconciled as follows:

Three Months Ended Sept. 30 Nine Months Ended Sept. 30
2003 2002 2003 2002
---- ---- ---- ----

Weighted average number of
shares outstanding - basic 23,668,000 16,499,000 22,795,000 16,316,000
Assume conversion of preferred stock 2,384,000 - - -
Dilutive effect of stock options 700,000 - - -
------------------------------------ -----------------------------------

Weighted average number of
shares outstanding - diluted 26,752,000 16,499,000 22,795,000 16,316,000
==================================== ===================================

Equity Line of Credit
---------------------
The Company sold approximately 696,000 shares of common stock for approximately
$84,000 during the nine months ended September 30, 2003 under the $20,000,000
equity line of credit with Triton West Group, Inc.

Preferred Stock Conversions
---------------------------

Under the Company's Articles of Incorporation, holders of the Company's Class A
and Class B 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 nine months ended September 30, 2003, no
shares of Series A Preferred Stock and no shares of Series B Preferred Stock
were converted to the Company's Common Stock.

Holders of Series D Preferred have the right to convert such stock into shares
of the Company's common stock at the rate of 1 share of common stock for each
share of preferred stock. During the nine months ended September 30, 2003, no
shares of Series D Preferred Stock were converted to the Company's Common stock.

Holders of Series E Preferred have the right to convert such stock into shares
of the Company's common stock at the rate of 53.3 shares of common stock for
each share of preferred stock. During the nine months ended September 30, 2003,
no shares of Series E Preferred Stock were converted to the Company's Common
stock.

Holders of Series F Preferred have the right to convert such stock into shares
of the Company's common stock at the rate of 53.3 shares of common stock for
each share of preferred stock. During the nine months ended September 30, 2003,
650 shares of Series F Preferred Stock were converted to shares of the Company's
Common stock.

Holders of Series G Preferred have the right to convert such stock into shares
of the Company's common stock at the rate of 1 share of common stock for each
share of preferred stock. During the nine months ended September 30, 2003, no
shares of Series G Preferred Stock were converted to shares of the Company's
Common stock.

Warrants
--------

The fair value of warrants granted as described herein is estimated at the date
of grant using the Black-Scholes option pricing model. The exercise price per
share is reflective of the then current market value of the stock. No grant
exercise price was established at a discount to market. All warrants are fully
vested, exercisable and nonforfeitable as of the grant date. The Company granted
1,005,000 warrants to purchase the Company's common stock during the period
ended September 30, 2003. Of these warrants, 423,000 were issued in connection
with a private placement of the Company's common stock, 382,000 were issued in
connection with a private placement of the Company's Series G preferred stock,
and 200,000 warrants were issued for consulting services. The 200,000 warrants
issued for consulting services were valued at $35,000 using the Black-Scholes
option pricing model. During the period ended September 30, 2002, the purchase
agreement between the Company and Innovative Optics included warrants to
purchase 250,000 shares of the Company's common stock at $5.00 per share,
exercisable over a period of three years from the closing date. The Company
valued the warrants at approximately $295,000, which amount was included in the
purchase price.

Stock - Based Compensation
--------------------------

For stock options and warrants granted to employees, the Company employs the
footnote disclosure provisions of Statement of Financial Accounting Standards
(SFAS) No. 123, Accounting for Stock-Based Compensation. SFAS No. 123 encourages
entities to adopt a fair-value based method of accounting for stock options or
similar equity instruments. However, it also allows an entity to continue
measuring compensation cost for stock-based compensation using the
intrinsic-value method of accounting prescribed by Accounting Principles Board
(APB) Opinion No. 25, Accounting for Stock Issued to Employees (APB 25). The
Company has elected to continue to apply the provisions of APB 25 and provide
pro forma footnote disclosures required by SFAS No. 123. No stock-based employee
compensation cost is reflected in net income, as all options granted under those
plans had an exercise price equal to or greater than the market value of the
underlying common stock on the date of grant.

Stock options and warrants granted to non-employees for services are accounted
for in accordance with SFAS 123 which requires expense recognition based on the
fair value of the options/warrants granted. The Company calculates the fair
value of options and warrants granted by use of the Black-Scholes pricing model.
The following table illustrates the effect on net income and earnings per share
if the Company had applied the fair value recognition provisions of FASB
Statement No. 123, "Accounting for Stock-Based Compensation," to stock-based
employee compensation.

Nine Months Ended September 30, Three Months Ended September 30,
2003 2002 2003 2002
----------------------------- -----------------------------

Net income (loss) - as reported $ (2,305,000) $ (7,331,000) $ 37,000 $ (3,387,000)

Deduct: total stock-based employee
compensation determined under fair value
based method for all awards, net of
related tax effects (359,000) - (48,000) -
----------------------------- -----------------------------

Net loss - pro forma $ (2,664,000) $ (7,331,000) $ (11,000) $ (3,387,000)
----------------------------- -----------------------------

Earnings per share:
Basic and diluted - as reported $ (.10) $ (.45) $ - $ (.21)
Basic and diluted - pro forma $ (.12) $ (.45) $ - $ (.21)

The weighted average fair value of stock options and warrants granted to
non-employees for services during the nine months ended September 30, 2003 was
$.16.

Related Party Transactions
--------------------------

Payments for legal services to the firm of which the chairman of the board of
directors is a partner were approximately $23,000 and $65,000 for the three
months ended September 30, 2003 and 2002, respectively. The Company paid $7,500
during the third quarter of 2002 to a former officer and director of the Company
for the rental of a house where employees from out of town stayed instead of
incurring hotel expenses.

Supplemental Cash Flow Information
----------------------------------

During the nine months ended September 30, 2003, the Company granted 200,000
warrants for consulting services, which were recorded as an expense of $35,000,
which is recorded as an increase to general and administrative expense and
additional paid-in capital.

During the nine months ended September 30, 2003, the Company issued 1,262,000
shares of common stock, valued at $190,000 based on the trading price on the
date of issuance, as settlement of potential litigation. This amount is included
in general and administrative expenses. The Company incurred an obligation of
approximately $43,000 for the settlement of accrued liabilities. The Company
incurred a prepaid expense of approximately $60,000 in exchange for a note
payable.

Accrued Expenses
----------------

Accrued expenses consist of the following at September 30, 2003:

Accrued consulting and litigation reserve $ 580,000
Warranty and return allowance 659,000
Accrued royalties 208,000
Deferred revenue 119,000
Customer deposits 107,000
Accrued payroll and employee benefits 86,000
------------

$ 1,759,000
============

Item 2 Management's Discussion and Analysis or Plan of Operation

This report contains forward-looking statements and information
relating to the Company that is based on beliefs of management as well as
assumptions made by, and information currently available to management. These
statements reflect the Company's current view respecting future events and are
subject to risks, uncertainties and assumptions, including the risks and
uncertainties noted throughout the document. Although the Company has attempted
to identify important factors that could cause the actual results to differ
materially, there may be other factors that cause the forward-looking statements
not to come true as anticipated, believed, projected, expected or intended.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may differ materially
from those described herein as anticipated, believed, projected, estimated,
expected or intended.

Critical Accounting Policies

Revenue Recognition. The Company recognizes revenue in compliance with
Staff Accounting Bulletin 101, Revenue Recognition in Financial Statements (SAB
101). SAB 101 details four criteria that must exist before revenue is
recognized:

1. Persuasive evidence of an arrangement exits. Prior to shipment of
product, the Company requires a signed purchase order and, with most customers,
a down payment toward the final invoiced price

2. Delivery and performance have occurred. Unless the purchase order
requires specific installation or customer acceptance, the Company recognizes
revenue when the product ships. If the purchase order requires specific
installation or customer acceptance, the Company recognizes revenue when such
installation or acceptance has occurred. Title to the product passes to the
customer upon shipment. This revenue recognition policy does not differ among
the various different product lines. The Company guarantees the functionality of
its product. If its product does not function as marketed when received by the
customer, the Company either makes the necessary repairs on site or has the
product shipped to it for the repair work. Once the product has been repaired
and retested for functionality, it is re-shipped to the customer. The Company
provide warranties that generally extend for one year from the date of sale.
Such warranties cover the necessary parts and labor to repair the product as
well as any shipping costs that may be required. The Company maintains a reserve
for estimated warranty costs based on its historical experience and management's
current expectations.

3. The sales price is fixed or determinable. The purchase order
received from the customer includes the agreed-upon sales price. The Company
does not accept customer orders, and therefore does not recognize revenue, until
the sales price is fixed.

4. Collectibility is reasonably assured. With limited exceptions, the
Company requires down payments on product prior to shipment. In some cases the
Company requires payment in full prior to shipment. The Company also performs
credit checks on new customers and ongoing credit checks on existing customers.
The Company maintains an allowance for doubtful accounts receivable based on
historical experience and management's current expectations.

Recoverability of Accounts Receivable. Accounts receivable are due from
medical distributors, surgery centers, hospitals, optometrists and
ophthalmologists located throughout the U.S. and a number of foreign countries.
The receivables are generally due within thirty days for domestic customers with
extended terms offered for some international customers. The Company maintains
an allowance for estimated potentially uncollectible amounts.

Recoverability of Inventory. Since its inception, the Company has
purchased several complete lines of inventory. In some circumstances the Company
has been able to utilize certain items acquired and others remain unused. On a
quarterly basis, the Company attempts to identify inventory items that have
shown relatively no movement or very slow movement. Generally, if an item has
shown little or no movement for over a year, it is determined to be obsolete and
a reserve is established for that item. In addition, if the Company identifies
products that have become obsolete due to product upgrades or enhancements, a
reserve is established for such products. The Company intends to make efforts to
sell these items at significantly discounted prices. If items are sold, the cash
received would be recorded as revenue, but there would be no cost of sales on
such items due to the reserve that has been recorded. At the time of sale, the
inventory would be reduced for the item sold and the corresponding inventory
reserve would also be reduced. To date the Company has not sold any of the
inventory items that have been determined to be obsolete.

Recoverability of Goodwill and Other Intangible Assets. The Company's
intangible assets consist of goodwill, product and technology rights,
engineering and design costs, and patent costs. Intangibles with a determined
life are amortized on a straight-line basis over their determined useful life
and are also evaluated for potential impairment if events or circumstances
indicate that the carrying amount may not be recoverable. Intangibles with an
indefinite life, such as goodwill, are not amortized but are tested for
impairment on an annual basis or when events and circumstances indicate that the
asset may be impaired. Impairment tests include comparing the fair value of a
reporting unit with its carrying net book value, including goodwill. To date,
the Company's determination of the fair value of the reporting unit has been
based on the estimated future cash flows of that reporting unit.

General

The following Management's Discussion and Analysis of Financial
Condition and Results of Operations, contains forward-looking statements which
involve risks and uncertainty. 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
is from January 1 through December 31.

The Company is engaged in the design, development, manufacture and sale
of high technology diagnostic and surgical eye care products. Given the "going
concern" status of Paradigm Medical, management has focused efforts on those
products and activities that will, in its opinion, achieve the most resource
efficient short-term cash flow. As seen in the results for the nine months ended
September 30, 2003, diagnostic products have been the major focus and the
Photon(TM) and other extensive research and development projects have been put
on hold pending future evaluation when the Company's financial position

improves. The new management team has reviewed the Company's financial position
including the financial statements. In the course of this review, management
made certain adjustments that are included in the nine months ended September
30, 2003, including an increase in the reserve of obsolete inventory of
$382,000, an increase in the allowance for doubtful accounts receivable of
$160,000, impairment of fixed assets and intangibles of $159,000, and increases
in accruals to settle outstanding disputes in the amount of $443,000. Although
management believes these adjustments are sufficient, it will continue to
monitor and evaluate the Company's financial position and the recoverability of
its assets.

The Company's ultrasound diagnostic products include a pachymeter, an
A/B Scan and a biomicroscope, the technology for which was acquired from
Humphrey Systems in 1998. The Company introduced the P45 in the fall of 2000,
which combines the A/B Scan, and the biomicroscope in one machine. In addition,
the Company markets its Blood Flow Analyzer(TM) acquired in the purchase of
Ocular Blood Flow Ltd. in June 2000. Other diagnostic products are the Dicon(TM)
Perimeter and the Dicon (TM) Corneal Topographer which were acquired in the
acquisition of Vismed d/b/a Dicon in June 2000. The Company purchased the
inventory, design and production rights of the SIStem(TM) from Mentor
Corporation in October 1999 which was designed to perform minimally invasive
cataract surgery. In November 1999, the Company entered into a Mutual Release
and Settlement Agreement with the manufacturer of the Precisionist
ThirtyThousand(TM) in which it purchased the raw material and finished goods
inventory to bring the manufacturing of this product in-house. Because of the
"going concern" status of the Company, management has focused efforts on those
products and activities that will, in its opinion, achieve the most resource
efficient short-term cash flow to the Company. As reflected in the results for
the quarter ended September 30, 2003, diagnostic products are currently the
Company's major focus and the Photon(TM) and other extensive research and
development projects have been put on hold pending future evaluation when the
financial position of the Company improves.

Activities for the nine months ended September 30, 2003, included sales
of the Company's products and related accessories and disposable products. In
March 2003, the Company named a new president and chief executive officer, Dr.
Jeffrey F. Poore. The Company named a new vice president of sales and marketing,
Ray Cannefax, during the first quarter of 2003, a new vice president of finance
and chief financial officer, Gregory C. Hill, during the second quarter of 2003,
and a new chief operating officer, David Cullumber, during the fourth quarter of
2003.

The Company believes that the positive net income of $37,000 for the
quarter is a significant event for Paradigm. Although the income was partly due
to a one-time gain resulting from the settlement of outstanding liabilities and
disputes, the Company are encouraged by the overall reduction in expenses and
related losses. The loss from operations decreased from approximately $3.4
million for the quarter ended September 30, 2002, to approximately $206,000 for
the quarter ended September 30, 2003, a reduction of 94%. The Company believes
that it has made the necessary reductions in costs to lead it toward
profitability. The Company experienced an increase in revenue of approximately
32% in the third quarter of 2003 compared with the second quarter of 2003. The
Company is focusing its efforts on increasing sales of its more stable higher
margin products such as the Blood Flow Analyzer, the UBM microscope, the
Perimeter, and the Corneal Topographer. The Company will continue to dedicate
its efforts on increasing sales of its products while maintaining or continuing
to reduce its overhead costs.

Results of Operations

Three Months Ended September 30, 2003, Compared to Three Months Ended
September 30, 2002

Net sales decreased by $225,000, or 21%, to $853,000 for the three
months ended September 30, 2003, from $1,078,000 for the comparable period in
2002. Sales of the Company's diagnostic products were $665,000, or 78% of total
revenues, during the three months ended September 30, 2003, compared with
$656,000, or 61% of total revenues, for the comparable period of 2002. Sales of
surgical products totaled $46,000, or 5% of total revenues, for the third
quarter of the current year in comparison with $28,000, or 3%, of total revenues
in the comparable period of 2002. In the three months ended September 30, 2003,
sales of the Ultrasonic Biomicroscope were $211,000, or 25% of total revenues,
compared to $37,000, or 3% of total revenues, in the same period of 2002. Sales
from the Blood Flow Analyzer (TM) decreased by $106,000 to $54,000, or 6% of
total revenues, during the third quarter of 2003 compared with $160,000, or 15%
of total revenues, in the same period of last year. During the third quarter of
2003 sales from other ultrasonic products totaled $93,000, or 11% of total
revenues, compared with $106,000, or 10% of total revenues, in the same period
last year. Sales of the perimeter and corneal topographer generated $306,000, or
36% of total revenues, in the three months ended September 30, 2003, compared
with $353,000, or 33% of total revenues, during the same period of 2002.

There were a number of material reasons that contributed to the
decrease in sales during the three months ended September 30, 2003, compared to
the same period of 2002. Along with generally weak economic conditions in the
United States, the Company initiated the restructuring of its sales organization
and the development of new sales channels during the three months ended
September 30, 2003. In addition, there were only three direct sales
representatives during the third quarter 2003 compared to more than twice that
number of direct sales representatives during the comparable period of 2002.
International sales were impacted by weakness in the economies of the large
industrial countries and by the residual impact of the Afghanistan situation,
which had a negative impact on sales to the Middle East, Pakistan, India and
other countries in that region. Other reasons for the decrease in sales were the
uncertainties resulting from the Company's efforts to reduce costs and
constraints on availability of funds that reduced its ability to upgrade and
enhance its products and pursue further regulatory approvals for its products.
Additionally, changes in the exchange rate between these periods have generally
made its products more expensive to customers outside of the United States. The
Company's objective is to focus its sales efforts on the products with the
highest potential for sales and strong margins.

Gross profit for the three months ended September 30, 2003 was 58% of
total revenues, compared to (4%) for the same period in 2002. Cost of goods sold
for the three months ended September 30, 2003, did not include significant write
downs of inventory. Cost of goods sold for the three months ended September 30,
2002, included an increase in the reserve for obsolete inventory of $500,000.
Since the Company's inception, it has purchased several complete lines of
inventory. While the Company's initial intention was to utilize the substantial
majority of inventory acquired in the manufacture of its products, in some
circumstances it has been unable to utilize certain items acquired.

On a quarterly basis, the Company attempts to identify inventory items
that have shown relatively no movement or very slow movement. Generally, if an
item has shown little or no movement for over a year, it is determined to be
obsolete and a reserve is established for that item. In addition, if the Company
identifies products that have become obsolete due to product upgrades or
enhancements, a reserve is established for such products. Such analysis has
resulted in material increases in the reserve for obsolete inventory in both
2002 and 2003. The Company believes it has now identified all obsolete inventory
and reserved for such inventory and does not expect material increases in the
reserve in future periods, however there can be no assurance that it will not
identify further obsolete inventory due to significant declines in sales of
certain products or technological advances of products. The Company intends to
make efforts to sell these items at significantly discounted prices. If items
are sold, the cash received would be recorded as revenue, but there would be no
cost of sales on such items due to the reserve that has been recorded. At the
time of sale, the inventory would be reduced for the item sold and the
corresponding inventory reserve would also be reduced. To date the Company has
not sold any of the inventory items that have been determined to be obsolete.
The Company does not expect the sales of these items, if any, to be significant.

Marketing and selling expenses decreased by $448,000, or 72%, to
$171,000 for the three months ended September 30, 2003, from $619,000 for the
comparable period in 2002 due primarily to the lower headcounts of sales persons
and travel related and associated sales expenses.

General and administrative expenses decreased by $591,000, or 64%, to
$331,000 for the three months ended September 30, 2003, from $922,000 for the
same period in 2002, reflecting the results of the Company's efforts to reduce
costs, specifically costs associated with maintaining two manufacturing
facilities and consulting costs. As noted above, in April 2002, the Company
announced the closure of its San Diego facility in anticipation of the
termination of the lease for that location. All operations associated with the
San Diego facility were transferred to the Salt Lake City facility. The Company
incurred a reduction of force of 28 San Diego personnel. The consolidation was
intended to save costs and to eliminate duplicities in functions and facilities
that occurred with the acquisition of Dicon. The cost of the consolidation was
approximately $80,000. The Company believes that the annual cost savings of the
closure of the San Diego facility are approximately $2 million. Consulting
expenses decreased from approximately $909,000 for the three months ended
September 30, 2002 to approximately $75,000 in the same period in 2003.
Depreciation and amortization expense, which includes amortization of leasehold
improvements, decreased by approximately $50,000, or 46%, to $58,000 during the
third quarter of 2003 compared to the same period of last year.

Research, development and service expenses decreased by $882,000, or
81%, to $203,000 for the three months ended September 30, 2003, from $1,085,000
for the same period in 2002. This decrease was mainly due to the issuance of
common stock to Innovative Optics in the quarter ended September 30, 2002, which
was valued at $630,000 and expensed as in-process research and development
costs. Expenses associated with the development of new products during the third
quarter of 2003 decreased compared to the same period in 2002 due to the
Company's efforts to reduce costs and focus on products that are fully developed
and have the highest potential for sales and strong margins.

Impairment of assets was $0 for the three months ended September 30,
2003, compared to $700,000 recorded in the same period of 2002. The impairment
expense in the third quarter of 2002 was due to an evaluation by the Company of
its intangible assets, namely goodwill, resulting in a charge of $700,000 as a
write down of the goodwill.

Other income and (expense) increased by $266,000 to income of $243,000
for the three months ended September 30, 2003 from expense of $(23,000) for the
same period in 2002. During the third quarter of 2003 other income of $247,000
compared with expense of $(6,000) during the comparable period in 2002. During
the third quarter of 2003 other income was due to a gain of $188,000 on
discounted settlements of accounts payable and obligations, a gain of $22,000
from reversing an overaccrual of fees related to prior years, and a gain of
$37,000 associated with the settlement of litigation. The Company had a $13,000
reduction in interest expense to $(4,000) in the three months ended September
30, 2003, from $(17,000) in the same period of 2002 due to a decrease in
interest expense related to capital leases.

Nine Months Ended September 30, 2003, Compared to Nine Months Ended
September 30, 2002

Net sales decreased by $1,669,000, or 43%, to $2,225,000 for the nine
months ended September 30, 2003, from $3,894,000 for the comparable period in
2002. Sales of the Company's diagnostic products were $1,750,000, or 79% of
total revenues, during the first nine months of 2003 compared with $2,563,000,
or 66% of total revenues, for the comparable period of 2002. Sales of surgical
products totaled $94,000, or 4% of total revenues, for the first nine months of
the current year in comparison with $238,000, or 6%, of total revenues in the
comparable period of 2002. In the first nine months of 2003 sales of the
Ultrasonic Biomicroscope were $421,000, or 19% of total revenues, compared to
$868,000, or 22% of total revenues, in the same period of 2002. Sales from the
Blood Flow Analyzer (TM) increased by $2,000 to $297,000, or 13% of total
revenues, during the first three quarters of 2003 compared with $295,000, or 8%
of total revenues, in the same period of last year. During the first nine months
of 2003 sales from other ultrasonic products totaled $222,000, or 10% of total
revenues, compared with $452,000, or 12% of total revenues, in the same period
last year. Sales of the perimeter and corneal topographer generated $808,000, or
36% of total revenues, in the first three quarters of 2003 compared with
$948,000, or 24% of total revenues, during the same period of 2002.

There were a number of material reasons that contributed to the
decrease in sales during the nine months ended September 30, 2003, compared to
the same period of 2002. Along with generally weak economic conditions in the
United States, the Company initiated the restructuring of its sales organization
and the development of new sales channels during the nine months ended September
30, 2003. During the first three months of 2003 the Company reduced its direct
sales force from ten representatives to three representatives, and during the
remainder of the first nine months of 2003 there were only three direct sales
representatives compared to ten direct sales representatives during the
comparable period of 2002. International sales were impacted by weakness in the
economies of the large industrial countries and by the residual impact of the
Afghanistan situation, which had a negative impact on sales to the Middle East,
Pakistan, India and other countries in that region. Other reasons for the
decrease in sales were the uncertainties resulting from the Company's efforts to
reduce costs and constraints on availability of funds that reduced its ability
to upgrade and enhance its products and pursue further regulatory approvals for
its products. Additionally, changes in the exchange rate between these periods
have generally made the Company's products more expensive to customers outside
of the United States. The Company's objective is to focus its sales efforts on
the products with the highest potential for sales and strong margins.

Gross profit for the nine months ended September 30, 2003 was 44% of
total revenues, compared to 30% for the same period in 2002. Cost of goods sold
for the nine months ended September 30, 2003 included an increase in the reserve
for obsolete inventory of $382,000. Cost of goods sold for the nine months ended
September 30, 2002, included an increase in the reserve for obsolete inventory
of $500,000. Since the Company's inception, it has purchased several complete
lines of inventory. While the Company's initial intention was to utilize the
substantial majority of inventory acquired in the manufacture of its products,
in some circumstances the Company has been unable to utilize certain items
acquired.

Marketing and selling expenses decreased by $1,670,000, or 70%, to
$711,000 for the nine months ended September 30, 2003, from $2,381,000 for the
comparable period in 2002 due primarily to the lower headcounts of sales persons
and travel related and associated sales expenses.

General and administrative expenses decreased by $1,053,000, or 36%, to
$1,867,000 for the nine months ended September 30, 2003, from $2,920,000 for the
same period in 2002, reflecting the results of the Company's efforts to reduce
costs, specifically costs associated with maintaining two manufacturing
facilities and consulting costs. As noted above, in April 2002, the Company
announced the closure of its San Diego facility in anticipation of the
termination of the lease for that location. All operations associated with the
San Diego facility were transferred to the Salt Lake City facility. The Company
incurred a reduction of force of 28 San Diego personnel. The consolidation was
intended to save costs and to eliminate duplicities in functions and facilities
that occurred with the acquisition of Dicon. The cost of the consolidation was
approximately $80,000. The Company believes that the annual cost savings of the
closure of the San Diego facility are approximately $2 million. Consulting
expenses decreased from approximately $1,280,000 for the nine months ended
September 30, 2002 to approximately $232,000 in the same period in 2003.
Depreciation and amortization expense, which includes amortization of leasehold
improvements, decreased by approximately $128,000, or 32%, to $268,000 during
the first nine months of 2003 compared to the same period of last year. General
and administrative expenses for the nine months ended September 30, 2003,
included $83,000 for additions to the allowance for doubtful accounts and
increases in accruals of $443,000 to settle outstanding disputes. In addition,
general and administrative expenses for the nine months ended September 30,
2003, included $190,000 for 1,262,000 shares of common stock issued to settle
potential litigation.

Research, development and service expenses decreased by $1,660,000, or
68%, to $789,000 for the nine months ended September 30, 2003, from $2,449,000
for the same period in 2002. This decrease was mainly due to the issuance of
common stock to Innovative Optics in the quarter ended September 30, 2002, which
was valued at $630,000 and expensed as in-process research and development
costs. Expenses associated with the development of new products during the first
nine months of 2003 decreased compared to the same period in 2002 as a
consequence of the Company's efforts to reduce costs and focus on products that
are fully developed and have the highest potential for sales and strong margins.

Impairment of assets was $159,000 for the nine months ended September
30, 2003, compared to $700,000 recorded in the same period of 2002. The
impairment expense for the first nine months of 2003 was due to a reserve
established for anticipated asset disposals and a reduction in the value of
certain intangible assets based on their currently estimated fair value. The
impairment expense for the nine months ended September 30, 2002, was due to an
evaluation by the Company of its intangible assets, namely goodwill, resulting
in a charge of $700,000 as a write down of the goodwill.

Other income and (expense) increased by $270,000 to income of $233,000
for the nine months ended September 30, 2003, from expense of $(37,000) for the
same period in 2002. During the first nine months of 2003 interest income was
$3,000 compared with $6,000 during the same period of 2002, and other income was
$247,000 compared with expense of $(6,000) during the comparable period in 2002.
During the nine months ended September 30, 2003, other income included a gain of
$188,000 on discounted settlements of accounts payable and obligations, a gain
of $22,000 from reversing an overaccrual of fees related to prior years, and a
gain of $37,000 associated with the settlement of litigation. The Company had a
$20,000 reduction in interest expense to $(17,000) in the nine months ended
September 30, 2003, from $(37,000) in the same period of 2002 due to a decrease
in interest expense related to capital leases.

Liquidity and Capital Resources

The Company used $712,000 cash in operating activities for the nine
months ended September 30, 2003, compared to $2,497,000 for the nine months
ended September 30, 2002. The reduction in cash used by operating activities for
the first nine months of 2003 was primarily attributable to reduced operating
costs, including the closure of the San Diego facility, as well as other savings
resulting from its ongoing efforts to substantially reduce costs and management
of its current assets and current liabilities. The Company generated $5,000 from
investing activities for the nine months ended September 30, 2003, compared to
cash used of $238,000 in the same period in 2002. Cash used in investing
activities in the first nine months of 2002 was primarily due to the cash paid
in the acquisition of certain assets of Innovative Optics and capital equipment.
Net cash provided by financing activities was $726,000 for the nine months ended
September 30, 2003 versus $518,000 in the same period in 2002. During the nine
months ended September 30, 2003, the Company raised approximately $84,000
through a $20,000,000 equity line of credit under an investment banking
arrangement and $699,000 through private placements from the sale of its common
stock and Series G preferred stock and warrants. However, the equity line of
credit is not currently available as a source of equity because a registration
statement is not currently effective registering the shares issuable under the
equity line of credit. In the past, the Company has relied heavily upon sales of
its common and preferred stock to fund operations. There can be no assurance
that such equity funding will be available on terms acceptable to us in the
future.

The Company will continue to seek funding to meet its working capital
requirements through collaborative arrangements and strategic alliances,
additional public offerings and private placements of its securities, and bank
borrowings. The Company is uncertain whether or not the combination of existing
working capital, benefits from sales of its products and the private equity line
of credit will be sufficient to assure continued operations through December 31,
2003. As of September 30, 2003, the Company accounts payable of $596,000, a
significant portion of which is over 90 days past due. The Company has contacted
many of the vendors or companies that have significant amounts of payables past
due in an effort to delay payment, renegotiate a reduced settlement payment, or
establish a longer-term payment plan. While some companies have been willing to
renegotiate the outstanding amounts, others have demanded payment in full. Under
certain conditions, a group of payees could force the Company into bankruptcy
due to its inability to pay the liabilities at this point in time. In addition
to the accounts payable noted above, the Company also has noncancellable capital
lease obligations and operating lease obligations that require the payment of
approximately $103,000 in 2003, $51,000 in 2004, $38,000 in 2005, and $14,000 in
2006.

At September 30, 2003, the Company had net operating loss carryforwards
of approximately $40,000,000 and research and development tax credit
carry-forwards of approximately $78,000. These loss carryforwards are available
to offset future taxable income, if any, and have begun to expire in 2001 and
extend for twenty years. The Company's ability to use net operating loss
carryforwards to offset future income is dependant upon certain limitations as a
result of the pooling transaction with Vismed and the tax laws in effect at the
time of the loss carryforwards can be utilized. The Tax Reform Act of 1986
significantly limits the annual amount that can be utilized for certain of these
loss carryforwards as a result of change of ownership.

As of September 30, 2003, the Company had raised approximately
$1,584,000 through a $20,000,000 equity line of credit under an investment
banking arrangement. As of September 30, 2003, approximately $18,416,000 was
available under the equity line of credit. However, the equity line of credit is
currently unavailable as a source of equity because there is currently no
registration statement that is effective registering the shares of the Company's
common stock that may be sold under the equity line of credit. In the past, the
Company has relied heavily upon sales of its common and preferred stock to fund
operations. There can be no assurance that such equity funding will be available
on terms acceptable to the Company in the future. The Company will continue to
seek funding to meet its working capital requirements through collaborative
arrangements and strategic alliances, additional public offerings and/or private
placements of its securities or bank borrowings. The Company is uncertain
whether or not the combination of existing working capital, benefits from sales
of its products and the private equity line of credit will be sufficient to
assure its operations through December 31, 2003.

The Company has taken measures to reduce the amount of uncollectible
accounts receivable such as more thorough and stringent credit approval,
improved training and instruction by sales personnel, and frequent direct
communication with the customer subsequent to delivery of the system. The
allowance for doubtful accounts was 27% of total outstanding receivables as of
December 31, 2002 and 38% as of September 30, 2003. Much of the increase in the
allowance relates to the Company's outstanding receivable balance pertaining to
its international dealers. The downturn in the economy worldwide has resulted in
increased difficulty in collecting certain accounts. Certain international
dealers have some aged unpaid invoices that have not been resolved. The Company
has addressed its credit procedures and collection efforts and has instituted
changes that require more payments at the time of sale via letters of credit and
not on a credit term basis. The Company intends to continue its efforts to
reduce the allowance as a percentage of accounts receivable. While the allowance
as a percentage of accounts receivable has grown, it is mainly a result of the
significant decline in sales. The total amount of the allowance has increased
from $347,000 at December 31, 2002, to $429,000 at September 30, 2003. The
majority of the receivables included in the allowance for doubtful accounts are
a result of sales before the Company implemented the various changes to improve
the collectibility of its receivables. During 2002, the Company had a net
recovery of receivables previously allowed for of $23,000 and during the nine
months ended September 30, 2003, it added a net of $83,000 to the allowance for
doubtful accounts. The Company believes that by requiring a large portion of
payment prior to shipment, it has greatly improved the collectibility of its
receivables.

The Company carried an allowance for obsolete inventory of $2,508,000
at September 30, 2003, and $2,126,000 as of December 31, 2002, or approximately
57% and 45% of total inventory, respectively. This inventory reserve was
increased by $382,000 in the first nine months of 2003 and $1,755,000 during
2002 mainly due to sales declines and the discontinuance of the microkeratome
purchased from Innovative Optics in 2002. The Company's means of expansion and
development of product has been largely from acquisition of businesses, product
lines, existing inventory, and the rights to specific products. Through such
acquisitions, the Company has acquired substantial inventory, some of which the
eventual use and recoverability was uncertain. In addition, the Company has a
significant amount of inventory relating to its Photon(TM) laser system, which
does not yet have FDA approval in order to sell the product domestically.
Therefore, the allowance for inventory was established to reserve for these
potential eventualities.

Effect of Inflation and Foreign Currency Exchange

The Company has not realized a reduction in the selling price of its
products 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. All sales transactions to date have been denominated
in U.S. Dollars.

Impact of New Accounting Pronouncements

In April 2003, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 149, "Amendment of Statement 133
on Derivative Instruments and Hedging Activities." Statement of Financial
Accounting Standards 149 provides for certain changes in the accounting
treatment of derivative contracts. Statement of Financial Accounting Standards
No. 149 is effective for contracts entered into or modified after June 30, 2003,
except for certain provisions that relate to SFAS No. 133 Implementation Issues
that have been effective for fiscal quarters that began prior to June 15, 2003,
which should continue to be applied in accordance with their respective
effective dates. The guidance should be applied prospectively. The Company
anticipates that the adoption of Statement of Financial Accounting Standards No.
149 will not have a material impact on its consolidated financial statements.

In May 2003, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." This new
statement changes the accounting for certain financial instruments that, under
previous guidance, issuers could account for as equity. It requires that those
instruments be classified as liabilities in balance sheets. Most of the guidance
in Statement of Financial Accounting Standards 150 is effective for all
financial instruments entered into or modified after May 31, 2003. The Company
anticipates that the adoption of Statement of Financial Accounting Standards 150
will not have a material impact on its consolidated financial statements.

The Emerging Issues Task Force issued EITF No. 00-21, "Revenue
Arrangements with Multiple Deliverables" addressing the allocation of revenue
among products and services in bundled sales arrangements. EITF 00-21 is
effective for arrangements entered into in fiscal periods after June 15, 2003.
The Company does not expect the adoption of EITF 00-21 to have a material impact
on its financial position or future operations.

In January 2003, the Financial Accounting Standards Board issued
Interpretation No. 46, Consolidation of Variable Interest Ethics, which
addresses consolidation by business enterprises of variable interest entities.
Interpretation No. 46 clarifies the application of Accounting Research Bulletin
No. 51, Consolidated Financial Statements, to certain entities in which equity
investors do not have the characteristics of a controlling financial interest or
do not have sufficient equity at risk for the entity to finance its activities
without additional subordinated financial support from other parties.
Interpretation No. 46 applies immediately to variable interest entities created
after January 31, 2003, and to variable interest entities in which an enterprise
obtains an interest after that date. It applies in the first fiscal year or
interim period beginning after June 15, 2003, to variable interest entities in
which an enterprise holds a variable interest that it acquired before February
1, 2003. The Company does not expect to identify any variable interest entities
that must be consolidated. In the event a variable interest entity is
identified, the Company does not expect the requirements of Interpretation No.
46 to have a material impact on its financial condition or future operations.

Item 3. Controls and Procedures

(a) Evaluation of disclosure controls and procedures

Based on their evaluations as of September 30, 2003, the principal
executive officer and principal financial officer of the Company have concluded
that the Company's disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act) are effective to
ensure that information required to be disclosed by the Company in reports that
the Company files or submits under the Securities Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
rules and forms of the SEC.

(b) Changes in internal controls

There were no significant changes in the Company's internal controls
over financial reporting or in other factors that occurred during the quarter
ended September 30, 2003 that materially affected or is reasonably likely to
affect, the Company's internal controls over financial reporting.

Part II Other Information

Item 1. Legal Proceedings

Legal Proceedings

An action was brought against the Company in March 2000 by George
Wiseman, a former employee, in the Third District Court of Salt Lake County,
State of Utah. The complaint alleges that the Company owes Mr. Wiseman 6,370
shares of its common stock plus costs, attorney's fees and a wage penalty (equal
to 1,960 additional shares of its common stock) pursuant to Utah law. The action
is based upon an extension of a written employment agreement. The Company
believes the complaint is without merit and intends to vigorously defend against
the action.

An action was brought against the Company on March 7, 2000 in the Third
District Court of Salt Lake County, State of Utah, by the Merrill Corporation
that alleges that the Company owes Merrill Corporation approximately $20,000
together with interest thereon at the rate of 10% per annum from August 30,
1999, plus costs and attorney's fees. The complaint alleges a breach of contract
relative to printing services. The Company filed an answer to the complaint. On
August 12, 2003, the court dismissed the action without prejudice.

An action was brought against the Company on September 11, 2000 by
PhotoMed International, Inc. and Daniel M. Eichenbaum in the Third District
Court of Salt Lake County, State of Utah. The action involves an amount of
royalties that are allegedly due and owing to PhotoMed International, Inc. and
Dr. Eichenbaum with respect to the sale of certain equipment plus attorney's
fees. Discovery has taken place and the Company has paid royalties of $14,736 to
bring all payments up to date through June 30, 2001. The Company has been
working with PhotoMed International and Dr. Eichenbaum to ensure that the
calculations have been correctly made on the royalties paid as well as the
proper method of calculation for the future.

It is anticipated that once the parties can agree on the correct
calculations on the royalties, the legal action will be dismissed. The issue in
dispute concerning the method of calculating royalties is whether royalties
should be paid on returned equipment. Since July 1, 2001, only one Photon(TM)
laser system has been sold and no systems returned. Thus, the amount of
royalties due, according to the Company's calculations, is $600. The Company
intends to make payment of this amount to PhotoMed and Dr. Eichenbaum and, as a
result, to have the legal action dismissed. However, if the parties are unable
to agree on a method for calculating royalties, there is a risk that PhotoMed
and Dr. Eichenbaum might amend their complaint to request termination of the
license agreement and, if successful, the Company would lose its right to
manufacture and sell the Photon(TM) laser system.

The Company received a demand letter dated December 9, 2002 from
counsel for Dan Blacklock, dba Danlin Corp. The letter demands payment in the
amount of $65,160 for manufacturing and supplying parts for microkeratome
blades. The Company's records show that the Company received approximately
$34,824 in parts from the Danlin Corp., but that the additional amounts that the
Danlin Corp contends are owed were from parts that were received but rejected by
the Company because they had never been ordered. On August 14, 2003, the parties
agreed to a settlement of the dispute.

The Company received a demand letter dated December 30, 2002 from
counsel for Thomas F. Motter, the Company's former Chairman and Chief Executive
Officer. Mr. Motter claims in the letter that he was entitled to certain stock
options that had not been issued to him in a timely manner. By the time the
options were actually issued to him, however, they had expired. Mr. Motter
contends that if the options had been issued in a timely manner, he would have
exercised them in a manner that would have given him a substantial benefit. Mr.
Motter requests restitution for the loss of the financial opportunity. Mr.
Motter also claims that he was defrauded by us by not being given an extended
employment agreement when he terminated the change of control agreement that he
had entered into with the Company.

Mr. Motter is further claiming payment for accrued vacation time during
the 13 years he had been employed by the Company, asserting that he only had a
total of four weeks of vacation during that period. Finally, Mr. Motter is
threatening a shareholder derivative action against the Company because of the
Board of Directors' alleged failure to conduct an investigation into
conversations that took place in a chat room on Yahoo. Mr. Motter asserts that
certain individuals participating in the conversations were the Company's
officers or directors whose interests were in conflict with the interests of the
shareholders. The Company believes that Mr. Motter's claims and assertions are
without merit and intends to vigorously defend against any legal action that Mr.
Motter may bring.

On January 24, 2003, an action was brought by Dr. John Charles Casebeer
against the Company in the Montana Second Judicial District Court, Silver Bow
County, State of Montana (Civil No. DU-0326). The complaint alleges that Dr.
Casebeer entered into a personal services contract with the Company memorialized
by a letter dated April 20, 2002, with it being alleged that Dr. Casebeer fully
performed his obligations. Dr. Casebeer asserts that he is entitled to $43,750
per quarter for consultant time and as an incentive to be granted each quarter
$5,000 in options issued at the fair market value. An additional purported
incentive was $50,000 in shares of stock being issued at the time a formalized
contract was to be signed by the parties. In the letter it is provided that at
its election, the Company may pay the consideration in the form of stock or cash
and that stock would be issued within 30 days of the close of the quarter. Prior
to the litigation, the Company issued 43,684 shares to Dr. Casebeer. The
referenced letter provides that termination may be made by either party upon
giving 90 days written notice. Notice was given by us in early November 2002.
The Company recently filed its answer in defense of the action. Issues include
whether or not Dr. Casebeer fully performed as asserted. The case has been
settled by the Company through the issuance of 300,000 additional shares of the
Company's common stock to Dr. Casebeer.

On May 14, 2003, a complaint was filed in the United States District
Court, District of Utah, captioned Richard Meyer, individually and on behalf of
all others similarly suited v. Paradigm Medical Industries, Inc., Thomas Motter,
Mark Miehle and John Hemmer, Case No. 2:03 CV00448TC. The complaint also
indicates that it is a "Class Action Complaint for Violations of Federal
Securities Law and Plaintiffs Demand a Trial by Jury." The Company has retained
legal counsel to review the complaint, which appears to be focused on alleged
false and misleading statements pertaining to the Blood Flow Analyzer(TM) and
concerning a purchase order from Valdespino Associates Enterprises and Westland
Financial Corporation.

More specifically, the complaint alleges that the Company falsely
stated in its Securities and Exchange Commission filings and press releases that
it had received authorization to use an insurance reimbursement CPT code from
the CPT Code Research and Development Division of the American Medical
Association in connection with the Blood Flow Analyzer(TM), adding that the CPT
code provides for a reimbursement to doctors of $57.00 per patient for use of
the Blood Flow Analyzer(TM). The complaint also alleges that on July 11, 2002,
the Company issued a press release falsely announcing that the Company had
received a purchase order from Valdespino Associates Enterprises and Westland
Financial Corporation for 200 sets of its entire portfolio of products, with $70
million in systems to be delivered over a two-year period, then another $34
million of orders to be completed in the third year. As a result of these
statements, the complaint contends that the price of the Company's shares of
common stock was artificially inflated during the period from April 25, 2001
through May 14, 2003, and the persons who purchased the Company's common shares
during that period suffered substantial damages. The complaint requests judgment
for unspecified damages, together with interest and attorneys' fees.

The Company disputes having issued false and misleading statements
concerning the Blood Flow Analyzer(TM) and a purchase order from Valdespino
Associates Enterprises of Westland Financial Corporation. On April 25, 2001, the
Company issued a press release that stated the Company had received
authorization to use a common procedure terminology or a CPT code number 92120
for our Blood Flow Analyzer(TM). This press release was based on a letter the
Company received from the CPT Editorial Research and Development Department of
the American Medical Association authorizing the Company to use a common
procedure terminology or CPT code number 92120 for its Blood Flow Analyzer(TM),
which provides for a reimbursement to doctors. Currently, there is full
reimbursement by insurance payors to doctors using the Blood Flow Analyzer(TM)
in 22 states and partial reimbursement for other states. The Company believes it
has continued to correctly represent in its Securities and Exchange Commission
filings that it has have received authorization from the CPT Editorial Research
and Development Department of the American Medical Association to use CPT code
number 92120 for the Company's Blood Flow Analyzer(TM) that provides for a
reimbursement to doctors.

On July 11, 2002, the Company issued a press release that stated it
received a purchase order from Valdespino Associates Enterprises and Westland
Financial Corporation for 200 complete sets of its entire product portfolio of
diagnostic and surgical equipment for Mexican ophthalmic practitioners, followed
by a second order of 100 sets of equipment. The press release was based on a
purchase order dated July 10, 2002 that the Company entered into with Westland
Financial regarding the sale of 200 sets of surgical and diagnostic equipment to
Mexican ophthalmic practitioners. On September 13, 2002, the Board of Directors
issued another press release updating the status of its product sales to the
Mexican ophthalmic practitioners. In that press release the board stated that
the Company had been in discussions for the prior nine months with Westland
Financial aimed at supplying the Company's medical device products to the
Mexican market. Westland Financial is primarily involved in financing and
leasing activities and international sales transactions. In the past, the
Company has had a business relationship with Westland Financial. Upon
investigation, the Board of Directors determined that the purchase order
referenced in the July 11, 2002 press release was not of such a nature as to be
enforceable for the purpose of sales or revenue recognition. In addition, the
Company has not sent any shipment of medical products to Mexican ophthalmic
practitioners nor received payment for those products pursuant to those
discussions. The September 13, 2002 press release also stated that discussions
were continuing with Westland Financial regarding sales and marketing activities
for the Company's medical device products in Mexico, but the Company could not,
at the time, predict or provide any assurance that any transactions would
result.

On June 2, 2003, a complaint was filed in the United States District
Court captioned Michael Marrone v. Paradigm Medical Industries, Inc., Thomas
Motter, Mark Miehle and John Hemmer, Case No. 2:03 CV00513 PGC. On or about June
11, 2003, a complaint was filed in the same United States District Court
captioned Milian v. Paradigm Medical Industries, Inc., Thomas Motter, Mark
Miehle and John Hemmer, Case No. 2:03 CV00617PGC. Both seek class action status.
These cases are substantially similar in nature to the Meyer case, including the
contention that as a result of allegedly false statements regarding the Blood
Flow Analyzer(TM) and the purchase ordered from Valdespino Associates
Enterprises and Westland Financial Corporation, the price of the Company's
common stock was artificially inflated and the persons who purchased the
Company's common shares during the class period suffered substantial damages.
The cases request judgment for unspecified damages, together with interest and
attorneys' fees. These cases have been consolidated into a single action. The
Company believes the consolidated cases are without merit and intends to
vigorously defend and protect its interests in the said cases. If the Company is
are not successful in defending and protecting its interests in these cases and
a judgment is entered against it for substantial damages, the Company would not
be able to pay such liability and, as a result, would be forced to seek
bankruptcy protection.

An action was filed on June 20, 2003, in the Third Judicial District
Court, Salt Lake County, State of Utah (Civil No. 030914195) by CitiCorp Vendor
Finance, Inc., formerly known as Copelco Capital, Inc. The complaint claims that
$49,626 plus interest is due for the leasing of two copy machines that were
delivered to the Company's Salt Lake City facilities on or about April of 2000.
The action also seeks an award of attorney's fees and costs incurred in the
collection. The Company disputes the amounts allegedly owed, asserting that the
equipment it returned to the leasing company did not work properly. A responsive
pleading has not yet been filed. The parties are currently engaged in settlement
discussions.

An action was filed in June, 2003 in the Third Judicial District Court,
Salt Lake County, State of Utah (Civil No. 030914719) by Franklin Funding, Inc.
in which it alleges that the Company had entered into a lease agreement for the
lease of certain equipment for which payment is due. It is claimed that there is
due and owing approximately $89,988 after accruing late fees, interest,
repossession costs, collection costs and attorney's fees. On August 29, 2003,
the parties agreed to a settlement of the case.

On July 10, 2002, an action was filed in the United States District
Court, District of Utah, by Innovative Optics, Inc. ("Innovative") and Barton
Dietrich Investments, L.P. Defendants include the Company, and Thomas Motter,
Mark Miehle and John Hemmer, former officers of the Company. The complaint
claims that Innovative and Barton entered into an asset purchase agreement with
us on January 31, 2002, in which the Company agreed to purchase all the assets
of Innovative in consideration for the issuance of 1,310,000 shares of the
Company's common stock to Innovative. The complaint also claims that the Company
allegedly made false and misleading statements pertaining to the Blood Flow
Analyzer(TM) and concerning a purchase order from Valdespino Associates
Enterprises and Westland Corp. The purpose of these statements, according to the
complaint, was to induce Innovative to sell its assets and purchase the shares
of the Company's common stock at artificially inflated prices while
simultaneously deceiving Innovative and Barton into believing that the Company's
shares were worth more than they actually were.

The complaint further claims that 491,250 of the shares to be issued to
Innovative in the asset purchase transaction were not issued on a timely basis
and the Company also did not file a registration statement with the Securities
and Exchange Commission within five months of the closing date of the asset
purchase transaction. As a result, the complaint alleges that the value of the
shares of the Company's common stock issued to Innovative in the transaction
declined. The Company believes the complaint is without merit and intends to
vigorously defend and protect its interests in the action. If the Company is not
successful in defending and protecting its interests in this action and a
judgment is entered against it for substantial damages, the Company would not
be able to pay such liability and, as a result, would be forced to seek
bankruptcy protection.

The Company received demand letters dated July 18, 2003, September 26,
2003 and November 10, 2003 from counsel for Douglas A. MacLeod, M.D., a
shareholder of the Company. In the July 18, 2003 letter, Dr. MacLeod demands
that he and certain entities with which he is involved or controls, namely the
Douglas A. MacLeod, M.D. Profit Sharing Trust, St. Marks' Eye Institute and
Milan Holdings, Ltd., be issued a total of 2,296,667 shares of the Company's
common stock and warrants to purchase 1,192,500 shares of the Company's common
stock at an exercise price of $.25 per share. Dr. MacLeod claims that these
common shares and warrants are owing to him and the related entities under the
terms of a mutual release dated January 16, 2003, which he and the related
entities entered into with the Company. Dr. MacLeod renewed his request for
these additional common shares and warrants in the September 26, 2003 and
November 10, 2003 demand letters. The Company believes that Dr. MacLeod's claims
and assertions are without merit and that neither he nor the related entities
are entitled to any additional shares of the Company's common stock or any
additional warrants under the terms of the mutual release. The Company intends
to vigorously defend against any legal action that Dr. MacLeod may bring.

On August 3, 2003, a complaint was filed against the Company by Corinne
Powell, a former employee, in the Third Judicial District Court, Salt Lake
County, State of Utah (Civil No. 030918364). Defendants consist of the Company
and Randall A. Mackey, Dr. David M. Silver and Keith D. Ignotz, directors of the
company. The complaint alleges that at the time the Company laid off Ms. Powell
on March 25, 2003, she was owed $2,030 for business expenses, $11,063 for
accrued vacation days, $12,818 for unpaid commissions, the fair market value of
50,000 stock options exercisable at $5.00 per share that she claims she was
prevented from exercising, attorney's fees and a continuing wage penalty under
Utah law. The Company disputes the amounts allegedly owed and intends to
vigorously defend and protect its interests in the action.

On September 10, 2003, an action was filed against the Company by Larry
Hicks in the Third Judicial District Court, Salt Lake County, State of Utah,
(Civil No. 030922220), for payments due under a consulting agreement with the
Company. The complaint claims that monthly payments of $3,083 are due for the
months of October 2002 to October 2003 under a consulting agreement and, if the
agreement is terminated, for the sum of $110,000 minus whatever the Company has
paid Mr. Hicks prior to such termination, plus costs, attorney's fees and a wage
penalty pursuant to Utah law. The Company believes the complaint is without
merit and intends to vigorously defend against such action.

On October 14, 2003, an action was filed in the Third Judicial District
Court, Salt Lake County, State of Utah, captioned Albert Kinzinger, Jr.,
individually and on behalf of all others similarly situated vs. Paradigm Medical
Industries, Inc., Thomas Motter, Mark Miehle, Randall A. Mackey, and John
Hemmer, Case No. 030922608. The complaint also indicates that it is a "Class
Action Complaint for Violations of Utah Securities Laws and Plaintiffs Demand a
Trial by Jury." The Company is in the process of reviewing the complaint, which
appears to be focused on alleged false or misleading statements pertaining to
the Blood Flow Analyzer(TM). More specifically, the complaint alleges that the
Company falsely stated in its Securities and Exchange Commission filings and
press releases that it had received authorization to use an insurance
reimbursement CPT code from the CPT Code Research and Development Division of
the American Medical Association in connection with the Blood Flow Analyzer(TM),
adding that the CPT code provides for a reimbursement to doctors of $57.00 per
patient for the Blood Flow Analyzer(TM).

The purpose of these statements, according to the complaint, was to
induce investors to purchase shares of the Company's Series E preferred stock in
a private placement transaction at artificially inflated prices. The complaint
also alleges that the Company sold Series E preferred shares without registering
the sale of such shares or obtaining an exemption from registration. The Company
believes the complaint is without merit and intends to vigorously defend its
interests in the action. If the Company is not successful in defending and
protecting its interests in this action and a judgment is entered against it for
substantial damages, the Company would not be able to pay such liability and, as
a result, would be forced to seek bankruptcy protection.

The Company is not a party to any other material legal proceedings
outside the ordinary course of its business or to any other legal proceedings
which, if adversely determined, would have a material adverse effect on its
financial condition or results of operations.

Item 2. Changes in Securities

During the period from August 24, 2003 to September 15, 2003, the
Company sold a total of 1,981,560 shares of Series G convertible preferred stock
to two accredited investors, as defined in Section 2(15) of the Securities Act
of 1933 and Rule 501 of Regulation D thereunder, through a private placement
under Regulation D promulgated under the Securities Act of 1933 at a price of
$.17 per share. The Company received $300,000 in cash as a result of the private
placement transaction and paid $30,000 in commissions and expenses. In addition,
the Company issued warrants to purchase 88,236 shares of common stock at an
exercise price of $.50 per share for commissions and expenses. The Series G
convertible preferred stock is convertible into shares of common stock at a
conversion price equal to $.17 per share of common stock. The accredited
investors also received warrants to purchase a total of 382,353 shares of common
stock at an exercise price of $.50 per share. These shares were issued without
registration in reliance upon Section 4(2) of the Securities Act of 1933 and
Rule 506 of Regulation D promulgated thereunder.

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

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.

Exhibit
No. Document Description
------- --------------------

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 Amended Certificate of Incorporation(10)
3.3 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 Warrant to Purchase Common Stock with Note Holders re bridge
financing (1)
4.7 Specimen Series C Convertible Preferred Stock Certificate(4)
4.8 Certificate of the Designations, Powers, Preferences and Rights of
the Series C Convertible Preferred Stock(4)
4.9 Specimen Series D Convertible Preferred Stock Certificate (5)
4.10 Certificate of the Designations, Powers, Preferences and Rights of
the Series D Convertible Preferred Stock (6)
4.11 Warrant to Purchase Common Stock with Cyndel & Co. (5)
4.12 Warrant Agreement with KSH Investment Group, Inc. (5)
4.13 Warrant to Purchase Common Stock with R.F. Lafferty & Co., Inc.
(5)
4.14 Warrant to Purchase Common Stock with Dr. Michael B. Limberg (6)
4.15 Warrant to Purchase Common Stock with John W. Hemmer (6)
4.16 Stock Purchase Warrant with Triton West Group, Inc.(8)
4.17 Warrant to Purchase Common Stock with KSH Investment Group,
Inc.(8)
4.18 Warrant to Purchase Common Stock with Consulting for Strategic
Growth, Ltd.(8)
4.19 Certificate of Designations, Powers, Preferences and Rights of the
Series G Convertible Preferred Stock
10.1 Exclusive Patent License Agreement with PhotoMed(1)
10.2 Consulting Agreement with Dr. Daniel M. Eichenbaum(1)
10.3 1995 Stock Option Plan (1)
10.4 Stock Purchase Agreement with Ocular Blood Flow, Ltd. and Malcolm
Redman (6)
10.5 Consulting Agreement with Malcolm Redman (6)
10.6 Royalty Agreement with Malcolm Redman (6)
10.7 Registration Rights with Malcolm Redman (6)
10.8 Agreements with Steven J. Bayern and Patrick M. Kolenik (7)
10.9 Private Equity Line of Credit Agreement with Triton West Group,
Inc. (8)
10.10 Asset Purchase Agreement with Innovative Optics, Inc. and Barton
Dietrich Investments, L.P.(9)
10.11 Escrow Agreement with Innovative Optics, Inc., Barton Dietrich
Investments, L.P. (9)
10.12 Assignment and Assumption Agreement with Innovative Optics,
Inc.(9)
10.13 General Assignment and Bill of Sale with Innovative Optics,
Inc.(9)
10.14 Non-Competition and Confidentiality Agreement with Mario F.
Barton(9)

10.15 Termination of Employment Agreement with Mark R. Miehle(11)
10.16 Consulting Agreement with Mark R. Miehle(11)
10.17 Employment Agreement with Jeffrey F. Poore (12)
31.1 Certification pursuant to 18 U.S.C. Section 1350 as enacted by
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification pursuant to 18 U.S.C. Section 1350 as enacted by
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of Sarbanes- Oxley Act 2002
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of Sarbanes- Oxley Act 2002

-----------------

(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 Annual Report on Form 10-KSB, as
filed on April 16, 1998.
(5) Incorporated by reference from Registration Statement on Form
SB-2, as filed on April 29, 1999.
(6) Incorporated by reference from Report on Form 10-QSB, as filed on
August 16, 2000.
(7) Incorporated by reference from Report on Form 10-QSB, as filed on
November 1, 2000.
(8) Incorporated by reference from Report on Form 10-QSB, as filed on
March 15, 2001.
(9) Incorporated by reference from Current Report on Form 8-K, as
filed on March 5, 2002.
(10) Incorporated by reference from Amendment No. 1 to Registration
Statement on Form S-3, as filed on March 20, 2002.
(11) Incorporated by reference from Report on Form 10-QSB, as filed on
November 18, 2002.
(12) Incorporated by reference from Registration Statement on Form
SB-2, as filed on July 7, 2003.

(b) Reports on Form 8-K

No reports were filed by the Company during the quarter ended September
30, 2003.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.

Paradigm Medical Industries, Inc.
(Registrant)

January 7, 2004 /s/ Jeffrey F. Poore
--------------- ---------------------
(Date) Jeffrey F. Poore,
President and Chief Executive Officer
(principal executive officer)

January 7, 2004 /s/ Luis A. Mostacero
--------------- ----------------------
(Date) Luis A. Mostacero
Controller (principal financial and
accounting officer)