<PAGE>

================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                               FORM 10-KSB/A NO. 1
                  FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
           SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(MARK ONE)
                |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934
                        FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997

                |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934
                        FOR THE TRANSITION PERIOD FROM TO

                        COMMISSION FILE NUMBER : 1-11765

                                   MEDJET INC.
              (EXACT NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

             DELAWARE                                    98-0160214
   (STATE OR OTHER JURISDICTION             (I.R.S. EMPLOYER IDENTIFICATION NO.)
 OF INCORPORATION OR ORGANIZATION)


                     1090 KING GEORGES POST ROAD, SUITE 301
                            EDISON, NEW JERSEY 08837

          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)


         ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE: (732) 738-3990

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                      NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
               UNITS, EACH CONSISTING OF ONE SHARE OF COMMON STOCK
                             AND ONE CLASS A WARRANT
                     COMMON STOCK, PAR VALUE $.001 PER SHARE
                                CLASS A WARRANTS

     CHECK WHETHER THE ISSUER: (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY
SECTION 13 OR 15(d) OF THE EXCHANGE  ACT DURING THE  PRECEDING 12 MONTHS (OR FOR
SUCH SHORTER PERIOD THAT THE ISSUER WAS REQUIRED TO FILE SUCH REPORTS),  AND (2)
HAS BEEN SUBJECT TO SUCH FILING  REQUIREMENTS  FOR THE PAST 90 DAYS. [X] YES [ ]
NO

     CHECK IF THERE IS NO DISCLOSURE OF DELINQUENT  FILERS  PURSUANT TO ITEM 405
OF  REGULATION  S-B  NOT  CONTAINED  IN THIS  FORM,  AND NO  DISCLOSURE  WILL BE
CONTAINED,  TO THE  BEST OF  REGISTRANT'S  KNOWLEDGE,  IN  DEFINITIVE  PROXY  OR
INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-KSB
OR ANY AMENDMENT TO THIS FORM 10-KSB [X].

     ISSUER'S REVENUES FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 WERE $0.0.

     THE AGGREGATE  MARKET VALUE OF THE VOTING STOCK HELD BY  NON-AFFILIATES  OF
THE ISSUER AS OF APRIL 27, 1998 WAS APPROXIMATELY $13,844,500.

     AS OF APRIL 27, 1998,  3,686,280  SHARES OF THE ISSUER'S COMMON STOCK,  PAR
VALUE $0.001 PER SHARE, WERE OUTSTANDING.

DOCUMENTS INCORPORATED BY REFERENCE.   NONE.
  TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE): YES ___  NO __X__.
================================================================================


<PAGE>



     The  information  required  by Part III  (Items  9,  10,  11 and 12) of the
undersigned  Company's  Annual Report on Form 10-KSB for the year ended December
31, 1997 (the  "Annual  Report"),  filed  pursuant to Section 13 or 15(d) of the
Securities  Exchange Act of 1934,  as amended (the  "Exchange  Act"),  was to be
incorporated by reference to the definitive  Proxy Statement for the 1998 Annual
Meeting of  Stockholders  of the Company,  which Proxy Statement was to be filed
pursuant to Regulation  14A under the Exchange Act within 120 days following the
end of the Company's  fiscal year as permitted  under  General  Instruction E of
Form 10-KSB  ("Instruction E"). However, the definitive Proxy Statement will not
be filed within such period. Accordingly, pursuant to Instruction E, the Company
hereby amends Items 9, 10, 11 and 12 of the Annual Report as follows:


                                    PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

     The  following  table sets forth certain  information  as of April 29, 1998
with  respect  to each  person  who is a director  or  executive  officer of the
Company:



      NAME                     AGE                 POSITION
     -----                    ----                 --------

Eugene I. Gordon, Ph.D          67     President-Technology Development and
                                       Chairman of the Board

Thomas M. Handschiegel          51     Vice President-Finance and Human
                                       Resources and Secretary

James R. Adwers                 54     Director

James J. Bialek                 49     Director

Robert G. Donovan               59     Director

Sanford J. Hillsberg            49     Director


         DR.  EUGENE  I.  GORDON,   is  the  founder  and   President-Technology
Development  of the  Company and has been a Director  and  Chairman of the Board
since the  Company's  inception  in  December  1993.  He is an  inventor  of the
Company's hydro-epithelial keratoplasty ("HEK"),  hydro-therapeutic keratoplasty
("HTK") and hydro-refractive keratoplasty ("HRK") technology. From 1987 to 1988,
Dr.  Gordon  served  as  a  Senior  Vice  President  and  Director  of  Research
Laboratories  for Hughes  Aircraft  Co. of Malibu,  California.  Dr.  Gordon has
served  as an  adjunct  professor  in the  department  of  Ophthalmology  at the
University of Medicine and  Dentistry of New Jersey since 1994.  Dr. Gordon form
1990 to 1995 was a  professor  in the  Department  of  Electrical  and  Computer
Engineering at the New Jersey Institute of Technology. Prior to 1990, Dr. Gordon
was  Laboratory  Director  for AT&T Bell  Laboratories  and the founder of Lytel
Incorporated, a manufacturer of lasers and optical transmission subsystems which
is a wholly-owned subsidiary of AMP Incorporated.  Dr. Gordon has done extensive
research  on  laser  and  opto-electronic  systems,  is a named  inventor  under
approximately  70  United  States  patents  and has  published  widely  on those
subjects. He is an elected member of the National Academy of Engineering and has
been awarded the Edison  Medal of the  Institute of  Electrical  and  Electronic
Engineers, among a number of other prestigious awards.

         THOMAS M. HANDSCHIEGEL, has  been  an  executive officer of the Company
since March 1996. From November 1995 to March 1996, Mr.  Handschiegel  served as
Senior Managing  Director of Gruntal & Co.  Incorporated.  From 1994 to November
1995, Mr. Handschiegel was self-employed as an independent financial consultant.
From 1993 to 1994,  he served as Senior Vice  President  and Division  Financial
Officer,  Industry  Services  Group for Cowen & Company.  From 1989 to 1993, Mr.



<PAGE>



Handschiegel served as Vice President,  Comptroller and Chief Accounting Officer
for Discount  Corporation of New York. Mr.  Handschiegel  is a Certified  Public
Accountant.

         JAMES R. ADWERS, has been a Director of the Company since October 1997.
Mr. Adwers is Vice President - Medical  Affairs at C.R. Bard,  Inc. where he has
served in various  capacities  since  1995.  From 1992 to 1995,  Mr.  Adwers was
Corporate  Medical  Director,  Acute Care, in the Surgical  Products Division of
Becton  Dickinson  and Company.  Prior to 1992,  Mr.  Adwers was with  Technomed
International, Inc.

         JAMES J. BIALEK, has been a  Director  of  the  Company since May 1997.
Mr.  Bialek is Director of  Development  and  Planning at Becton  Dickinson  and
Company, where he has served in various capacities since 1973.

         ROBERT G. DONOVAN, has been a Director of the Company since April 1997.
Mr.  Donovan is a business  consultant  specializing  in healthcare and consumer
products and served as the Company's interim PresidentCommercial Operations from
December 1997 to February 1998. From 1985 to 1995, Mr. Donovan served in various
capacities at Sandoz  Pharmaceutical  Corporation,  most recently as Senior Vice
President and head of consumer pharmaceuticals.

         SANFORD J.  HILLSBERG,  has been a Director of the Company since August
1996.  Mr.  Hillsberg has been engaged in the private  practice of corporate law
since 1973 and is currently  the managing  partner of Troy & Gould  Professional
Corporation  in Los  Angeles,  California.  From  1983 to 1993,  he  served as a
director  and  Vice  President  of  Medco   Research  Inc.,  a   publicly-traded
pharmaceutical research and development company.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section  16(a) of the Exchange Act  requires the  Company's  directors,
certain  officers and persons holding more than 10% of a registered class of the
Company's equity  securities to file reports of ownership and reports of changes
in ownership  with the Securities and Exchange  Commission  (the  "Commission").
Directors,  certain officers and greater than 10% stockholders are also required
by Commission regulations to furnish the Company with copies of all such reports
that they  file.  Based on its review of copies of such  forms  provided  to the
Company, the Company believes that all filing requirements were complied with on
a timely basis during the year ended December 31, 1997.


ITEM 10.  EXECUTIVE COMPENSATION.

COMPENSATION OF DIRECTORS

         Directors  who are  officers or  employees  of the  Company  receive no
additional compensation for service as a member of the Board of Directors or any
committees  thereof.  Upon the  election of an outside  director to the Board of
Directors, options to purchase  5,000 shares of Common Stock are granted to such
director  pursuant  to Medjet  Inc.'s  1994 Stock  Option  Plan,  as amended and
restated (the "Stock Option Plan").  The number of shares subject to the options
is pro-rated  if the outside  director is elected to the Board of Directors at a
time other than the annual  meeting of the Company's  stockholders.  Immediately
after each annual meeting of the Company's  stockholders,  each outside director
serving on the Board of Directors is entitled to receive options pursuant to the
Stock Option Plan to purchase  5,000 shares of the Company's  Common Stock,  par
value $.001 per share (the "Common Stock"). The exercise price of all options is
granted  to  directors  equal to the fair  market  value per share of the Common
Stock on such date of grant. The options vest, PROVIDED,  that such director has
served through such date, upon the earlier of one year from the date of grant or
the day  immediately  preceding the  subsequent  annual meeting of the Company's
stockholders.  Outside directors are also reimbursed for out-of-pocket  expenses
incurred in  connection  with  attendance  of  meetings  of the Board.  In 1997,
Messrs.  Adwers,  Bialek,  Donovan and  Hillsberg  received  options to purchase
3,000, 5,500, 6,000 and 5,000 shares of Common Stock, respectively. The exercise
price of such options ranged from $7.63 to $8.47 per share.


                                       -2-

<PAGE>


SUMMARY COMPENSATION TABLE

         The following table sets forth information concerning  compensation for
services  in all  capacities  awarded  to,  earned by or paid to, the  Company's
President - Technology Development, with respect to the years ended December 31,
1997 and 1996 and the only other executive officer of the Company whose cash and
cash  equivalent  compensation  exceeded  $100,000  during the last  fiscal year
(collectively, the "Named Executive Officers").

<TABLE>
<CAPTION>

                                                                                  OTHER ANNUAL            ALL OTHER
NAME AND PRINCIPAL POSITION       YEAR         SALARY          BONUS(S)         COMPENSATION($)     COMPENSATION ($)
---------------------------       ----         ------          --------         ---------------     ----------------
<S>                                <C>          <C>             <C>               <C>                 <C>

Eugene I. Gordon                   1997        $169,900         $25,000           $   (1)              $2,394(2)
   President-Technology            1996         122,617              --               (1)               1,200(2)
   Development and Chairman
   of the Board

Thomas M. Handschiegel             1997        $101,100               --          $   (1)               $ 412(2)
   Vice President-Finance          1996          76,408               --              (1)                  97(2)
   and Human Resources
   and Secretary

</TABLE>

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

(1)  Consists of  perquisites  in an amount less than the  applicable  reporting
     threshold. (2) Consists of payment of annual life insurance premiums.

STOCK OPTION GRANTS

     No options to  purchase  Common  Stock were  granted by the  Company to the
Named Executive Officers during 1997.

YEAR-END VALUE TABLE

     The  following  table  sets  forth  information  regarding  the  number and
year-end value of  unexercised  options held at December 31, 1997 by each of the
Named Executive Officers. No stock options were exercised by the Named Executive
Officers during fiscal 1997.

<TABLE>
<CAPTION>

                                                1997 OPTION VALUES

                                                NUMBER OF SECURITIES               VALUE OF UNEXERCISED
                                               UNDERLYING UNEXERCISED               "IN-THE-MONEY" (1)
                                                 OPTIONS AT FISCAL                  OPTIONS AT FISCAL
                                                    YEAR-END (#)                       YEAR-END ($)
NAME                                         EXERCISABLE/UNEXERCISABLE          EXERCISABLE/UNEXERCISABLE
----                                         -------------------------          -------------------------
<S>                                           <C>                                 <C>

Eugene I. Gordon..........................               0/0                               $--/$--
Thomas M. Handschiegel....................          3,333/6,667                         5,083/10,167

</TABLE>

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

(1)  Options  are  "in-the-money"  if the fair  market  value of the  underlying
     securities exceeds the exercise price of the options. The amounts set forth
     represent the difference between $7.125 per share, the fair market value of
     the Common Stock  issuable  upon  exercise of options at December 31, 1997,
     and the exercise price of the option,  multiplied by the applicable  number
     of options.

                                       -3-

<PAGE>



EMPLOYMENT AGREEMENTS

     Effective as of March 15,  1996,  the Company  entered  into an  employment
agreement  with  Eugene I.  Gordon as  President,  for an initial  term of three
years.  The  agreement,  which was  amended  effective  as of  January  1, 1997,
provides  for  base  compensation  of  $169,600  per  year,   including  certain
automobile  allowances,  bonuses aggregating a maximum of $75,000 for 1997 based
upon the attainment of certain goals and other additional compensation as may be
determined by the Board of Directors  (without the  participation of Dr. Gordon)
in its sole discretion. The Board of Directors (without the participation of Dr.
Gordon) may also increase such base  compensation  in its sole  discretion.  The
agreement  may be  terminated  for cause and contains  proprietary  information,
invention and non-competition provisions which prohibit disclosure of any of the
Company's proprietary information and preclude Dr. Gordon's competition with the
Company for a period of two years after the  termination of his employment  with
the Company. The Company has procured life insurance in the amount of $1 million
to compensate it for the loss, through death or disability, of Dr. Gordon.

     Effective as of March 18,  1996,  the Company  entered  into an  employment
agreement  with  Thomas  M.  Handschiegel  as Vice  President-Finance  and Human
Resources  and  Secretary,  for an indefinite  term.  The  agreement,  which was
amended  effective  January 1, 1997,  provides for base compensation of $101,100
per year.  The  agreement may be terminated by either party at any time upon two
weeks'  prior  notice  and  contains  proprietary  information,   invention  and
non-competition  provisions  which  prohibit  disclosure of any of the Company's
proprietary  information and preclude Mr.  Handschiegel's  competition  with the
Company for a period of two years after  termination of his employment  with the
Company.

1994 STOCK OPTION PLAN

     In 1994,  the Board of  Directors  adopted and the  Company's  stockholders
approved the Stock Option Plan. The Stock Option Plan was  subsequently  amended
and restated in 1997.

     PARTICIPATION.  Under the Stock Option Plan,  options to purchase shares of
Common  Stock  of the  Company  may be  granted  only  to  employees  (including
officers) and directors of the Company or individuals who are rendering services
to the Company as consultants, advisors or other independent contractors.

     SHARES  AVAILABLE  FOR AWARDS.  The total  number of shares of Common Stock
(either authorized and unissued shares or treasury shares) for which options may
be granted  pursuant to the Stock Option Plan is 449,688,  subject to adjustment
for stock splits, stock dividends,  recapitalizations and similar events. In the
event that any  outstanding  option for any reason  expires or is  terminated or
canceled  and/or shares of Common Stock subject to repurchase are repurchased by
the Company,  the shares allocable to the unexercised  portion of such option or
repurchased shares, may again be subject to an option grant.

     AWARDS.  The Stock Option Plan authorizes grants of incentive stock options
("ISOs"),  as defined in Section 422 of the Internal  Revenue  Code of 1986,  as
amended (the "Code"), and non-statutory  (nonqualified) stock options. Under the
Stock Option Plan, all options must be granted,  if at all, within 10 years from
the date the Stock  Option  Plan was  adopted by the Board of  Directors  of the
Company. The Stock Option Committee of the Board of Directors, which administers
the Stock Option Plan, shall set,  including by amendment of an option, the time
or times within which each option  shall be  exercisable  or the event or events
upon  the  occurrence  of  which  all or a  portion  of  each  option  shall  be
exercisable and the term of each option;  provided,  however, that (i) no option
shall be exercisable after the expiration of 10 years after the date such option
is granted and (ii) no ISO granted to an optionee  who at the time the option is
granted owns stock  possessing  more than 10% of the total combined voting power
of all classes of stock of the Company  within the meaning of Section  422(b)(6)
of the Code (a "Ten Percent  Owner  Optionee")  shall be  exercisable  after the
expiration  of five years after the date such option is granted.  As of the date
here, non-statutory stock options to purchase a total of 44,550 shares of Common
Stock have been  granted  and are  outstanding  and ISOs to  purchase a total of
24,475 shares of Common Stock have been granted and are outstanding. Pursuant to
agreements made between the Company and the underwriter of the Company's initial


                                       -4-

<PAGE>



public  offering,  the Company has agreed not to issue  options to purchase more
than 225,000 shares of Common Stock during a two year period  expiring August 6,
1998 without such underwriter's  prior written consent.  The Company has further
agreed that during such period it would not issue  options to purchase more than
50,000 shares of Common Stock having an exercise price less than the fair market
value of the Common Stock on the date of grant.  Additionally,  the Company also
agreed that any options  granted  during such period  would vest no earlier than
one year from the date of grant.  The Stock  Option Plan  provides  that (i) the
exercise  price per  share  for an ISO  shall  not be less than the fair  market
value, as determined by the Stock Option  Committee,  of a share of Common Stock
on the  date of the  grant;  and  (ii) no ISO  granted  to a Ten  Percent  Owner
Optionee  shall  have an  exercise  price per  share  less than 110% of the fair
market value, as determined by the Stock Option Committee,  of a share of Common
Stock on the date of the grant.  Notwithstanding the foregoing, an option may be
granted with an exercise  price lower than the minimum  exercise price set forth
above if such option is granted  pursuant to an assumption or  substitution  for
another option in a manner qualifying within the provisions of Section 424(a) of
the Code.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth certain information regarding the beneficial
ownership of the Common Stock, as of April 29, 1998, by (i) each person known to
the Company to own beneficially more than 5% of the outstanding shares of Common
Stock, (ii) each director of the Company, (iii) the Named Executive Officers and
(iv) all  executive  officers  and  directors of the  Company,  as a group.  All
information  with  respect to  beneficial  ownership  has been  furnished to the
Company by the respective stockholders of the Company.

<TABLE>
<CAPTION>

                                                            AMOUNT AND NATURE
                                                              OF BENEFICIAL                     PERCENTAGE
NAME AND ADDRESS OF BENEFICIAL OWNER                           OWNERSHIP (1)                     OF CLASS
------------------------------------                        -----------------                    --------
<S>                                                           <C>                                  <C>


Eugene I. Gordon(2)......................................         1,591,687                         43.3

Thomas M. Handschiegel(2)(3).............................             6,375                            *

James R. Adwers(4).......................................             3,000                            *

James J. Bialek(5).......................................             7,500                            *

Robert G. Donovan(6).....................................            12,000                            *

Sanford J. Hillsberg(7)..................................            55,527                          1.5

All executive officers and directors
    As a group (6 persons)...............................         1,676,089                         45.0

</TABLE>

---------------------
* Represents  beneficial  ownership of less than 1% of the outstanding shares of
  Common Stock.

  (1) Beneficial  ownership is determined in accordance with the rules of the
      Commission.  In computing  the  number of shares  beneficially  owned by a
      person and the percentage ownership of that person, shares of Common Stock
      subject to options and warrants  held by that  person  that are  currently
      exercisable  or exercisable  within 60 days of April 29,  1998 are  deemed
      outstanding.  Such  shares,  however,  are not deemed  outstanding for the
      purposes of computing the percentage ownership of any other person. Except
      as indicated in the footnotes to this table, the beneficial owner named in
      the table has sole voting and investment  power with respect to the shares
      set forth opposite such beneficial owner's name.



                                       -5-

<PAGE>



   (2) Each such  person's  business  address is 1090 King  Georges  Post  Road,
       Suite 301, Edison, New Jersey 08837.

   (3) Includes 4,375 shares subject to exercisable options.

   (4) Such  person's  business address is  730  Central  Avenue,  Murray  Hill,
       New Jersey 07974.  Consists of shares  subject to exercisable options.

   (5) Such person's business address is One Becton Drive, Franklin  Lakes,  New
       Jersey  07417-1880.   Includes  5,500  shares  subject  to  exercisable
       options.

   (6) Such   person's   business  address  is Suite  300,  4  Landmark  Square,
       Stamford,   Connecticut   06901.    Includes   2,000   share  subject  to
       exercisable warrants and 6,000 shares subject to exercisable options.

   (7) Such person's  business  address is 1801 Century Park East,  Suite  1600,
       Los  Angeles,  California  90067.  Includes  9,000   shares   subject  to
       exercisable  options.  Also  includes  7,000  shares  of Common Stock and
       exercisable  warrants  to  purchase 7,000 shares of Common Stock owned by
       such   person's   spouse,  as to which such person  disclaims  beneficial
       ownership.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     In each of May and June 1996,  Eugene I.  Gordon,  President  -  Technology
Development  and Chairman of the Board,  made unsecured  loans to the Company in
the principal amounts of $100,000 and $65,000, respectively. The loans, on which
interest accrued at the per annum rates of 7% and 9%, respectively,  were repaid
by the Company in full in May and June 1997, respectively.





                                       -6-

<PAGE>


                                   SIGNATURES


     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange  Act of 1934,  the  Registrant  has duly caused this  Amendment  to the
Report to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of New York, State of New York, on the 29th day of April 1998.

                                         MEDJET INC.



                                         By: /S/ EUGENE I. GORDON
                                            ------------------------------------
                                            President - Technology Development
                                              and Chairman of the Board




                  Pursuant to the requirements of the Securities Exchange Act of
1934,  this Report has been signed below by the  following  persons on behalf of
the Registrant and in the capacities indicated on the 29th day of April 1998.

               SIGNATURE                                      TITLE(S)


       /S/ EUGENE I. GORDON
-------------------------------------------      President - Technology
           Eugene I. Gordon                      Development and Chairman of the
                                                 Board

       /S/ THOMAS M. HANDSCHIEGEL                                 
--------------------------------------------     Vice President - Finance and
           Thomas M. Handschiegel                Human Resources and Secretary


       /S/ JAMES R. ADWERS
--------------------------------------------     Director
            James R. Adwers






---------------------------------------------    Director
            James J. Bialek



---------------------------------------------     Director
            Robert G. Donovan


       /S/ SANFORD J. HILLSBERG
----------------------------------------------    Director
           Sanford J. Hillsberg



                                       -7-