UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB
(Mark One)
[X]     Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
        Act of 1934 for the year ended December 31, 2001

[ ]     Transition  report pursuant  to Section  13 or 15(d) of  the  Securities
        Exchange Act of 1934

                           Commission File No. 0-28498


                        PARADIGM MEDICAL INDUSTRIES, INC.
                 (Name of small business issuer in its charter)

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

                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

         Securities registered under Section 12(b) of the Exchange Act:

                            Name of each exchange on
              Title of each class                     which registered
              ______________                          _____________
                 (None)                                   (None)

         Securities registered under Section 12(g) of the Exchange Act:

                     Common Stock, par value $.001 per share
                                (Title of class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such 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 [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained in herein, and will not 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. [ ]

Registrant's revenues for the fiscal year ended December 31, 2001 were
$7,919,000.

The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of March 31, 2002 was approximately $48,425,223 based on the
closing price on that date on the Nasdaq SmallCap Market.

As of March 31, 2002 Registrant had outstanding 17,017,129,shares of Common
Stock, 5,757 shares of Series A Preferred Stock, 8,986 shares of Series B
Preferred Stock, no shares of Series C Preferred Stock and 10,000 shares of
Series D Preferred Stock, 13,050 shares of Series E Preferred Stock and 39,866
shares of Series F Preferred Stock.


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                       DOCUMENTS INCORPORTED BY REFERENCE:

Additional documents set forth in Part IV hereof are incorporated by reference.


Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]


                                     PART I

Item 1. Description of Business

General

         The Company develops, manufactures, sources, markets and sells
ophthalmic surgical and diagnostic instrumentation and related accessories,
including disposable products. The Company's surgical equipment is designed for
minimally invasive cataract treatment. The Company markets three cataract
surgery systems with related accessories and disposable products. The Company's
flagship cataract removal system, the Photon(TM) laser system, is a laser
cataract surgery system marketed as the next generation of cataract removal. The
Photon(TM) product is currently under review by the Food Drug and Administration
("FDA"). The Photon(TM) is available for sale in many markets outside of the
United States. Both the Photon(TM) and the Precisionist ThirtyThousand (TM) are
manufactured as an Ocular Surgery Workstation(TM). The Company plans to market
the Ocular Surgery Workstation(TM) as a plug-in module for the Photon(TM) and
other lasers for use in eye care and other medical specialties. The Company also
offers the SIStem(TM), a mid-range priced ultrasonic phaco, and competes in the
market segment that only desires an ultrasonic phaco.

         The Company's diagnostic products include a pachymeter, an A-Scan, an
A/B Scan, an UBM biomicroscope, a perimeter, a corneal topographer and the Blood
flow Analyzer(TM). The diagnostic ultrasonic products including the pachymeter,
the A-Scan, the A/B Scan and the UBM biomicroscope were acquired from Humphrey
Systems a division of Carl Zeiss in 1998. The Company developed and offered for
sale in the fall of 2000 the P45 which combines the A/B Scan and the UBM in one
machine. The perimeter and the corneal topographer were added when the company
acquired the outstanding shares of the stock of Vismed, Inc. d/b/a/ Dicon(TM) in
June 2000. The Company purchased Ocular Blood Flow, Ltd. ("OBF") in June 2000
whose principal product is the Blood Flow Analyzer(TM). This product is designed
for the measurement of intraocular pressure and pulsatile ocular blood flow
volume for detection and treatment of glaucoma. The Company is currently
developing additional applications for all of its diagnostic products.

         A cataract is a condition, which largely affects the elderly
population, in which the natural lens of the eye hardens and becomes cloudy,
thereby reducing visual acuity. Treatment consists of removal of the cloudy lens
and replacement with a synthetic lens implant, which restores visual acuity.
Cataract surgery is the single largest volume and revenue producing outpatient
surgical procedure for ophthalmologists worldwide. The Health Care Finance
Administration reports that in the United States approximately two million
cataract removal procedures are performed annually, making this the largest
outpatient procedure reimbursed by Medicare. Most cataract procedures are
performed using a method called phacoemulsification or "phaco", which employs a
high frequency (40 kHz to 60 kHz) ultrasonic probe needle device to fragment the
cataract while still in the eye and remove it in pieces by suction through a
small incision.


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         In June 1997, the Company received FDA clearance to market the Blood
Flow Analyzer(TM) for measurement of intraocular pressure and pulsatile ocular
blood flow for the detection of glaucoma and other retina related diseases.
Ocular blood flow is critical, the reduction of which may cause nerve fiber
bundle death through oxygen deprivation thus resulting in visual field loss
associated with glaucoma. The Company's Blood Flow Analyzer(TM) is a portable
automated in-office system that presents an affordable method for ocular blood
flow testing for the ophthalmic and optometric practitioner. In June 2000 the
company purchased OBF, the manufacturer of the Blood Flow Analyzer(TM). The
terms and conditions of the sale were $100,000 in cash and 100,000 shares of
common stock. In April 2001, the Company received authorization to use a CPT
code for procedures performed with the Blood Flow Analyzer(TM) which provides
for a reimbursement to doctors using the device. In the fall of 2001, the
manufacturing of the Blood Flow Analyzer(TM) was moved to the Company's San
Diego facility from an outsourced facility in England.

         On June 26, 1998, the Company entered into a Co-Distribution Agreement
with Pharmacia & Upjohn Company ("Pharmacia") and MAXXIM Corporation, which
provided for the marketing and sale of a range of ophthalmic products. The
contract was renewable for one-year periods. The companies do not intend to
renew the agreement upon expiration in 2002. Under the terms of the
Co-Distribution Agreement, the Company, Pharmacia and MAXXIM will offer a
comprehensive package of products to cataract surgeons, including cataract
surgical equipment, intraocular lens implants, intraocular pharmaceuticals,
surgical instruments and sterile procedural packs. The Company will provide the
Precisionist(TM) for distribution and sale under the Co-Distribution Agreement.
The Pharmacia products to be distributed as part of the Co-Distribution
Agreement include the Healon(R) and Healon-GV(R), and Healon V, the new
visco-elastic solution. Pharmacia also manufactures the CeeOn line of foldable,
small intraocular lens implants, designed to replace the natural lens removed
during cataract surgery.

         On July 23, 1998, the Company entered into an Agreement for Purchase
and Sale of Assets with the Humphrey Systems Division of Carl Zeiss, Inc. to
acquire the ownership and manufacturing rights to certain assets of Humphrey
Systems that are used in the manufacturing and marketing of an ultrasonic
microprocessor-based line of ophthalmic diagnostic instruments, including the
Ultrasonic Biometer Model 820, the A/B Scan System Model 837, the Ultrasound
Pachymeter Model 855, and the Ultrasound Biomicroscope Model 840, and all
accessories, packaging and end-user collateral materials for each of the product
lines for the sum of $500,000, payable in the form of 78,947 shares of Common
Stock which were issued to Humphrey Systems and 26,316 shares of Common Stock
which were issued to business broker Douglas Adams. If the net proceeds received
by Humphrey Systems from the sale of the shares issued pursuant to the Agreement
was less than $375,000, after payment of commissions, transfer taxes and other
expenses relating to the sale of such shares, the Company would required to
issue additional shares of Common Stock, or pay additional funds to Humphrey
Systems as would be necessary to increase the net proceeds from the sale of the
assets to $375,000. Since Humphrey Systems realized only $162,818 from the sale
of 78,947 shares of the Company's common stock, The Company issued 80,000
additional shares in January 1999, to enable Humphrey Systems to receive its
guaranteed amount. The amount of $21,431 was paid to the Company as excess
proceeds from the sale of this additional stock.

         The rights to the ophthalmic diagnostic instruments which have been
purchased from Humphrey Systems complement both the Company's cataract surgical
equipment and its ocular Blood Flow Analyzer(TM). The Ultrasonic Biometer
calculates the prescription for the intraocular lens to be implanted during
cataract surgery. The Ultrasound Pachymeter measures corneal thickness for the
new refractive surgical applications that eliminate the need for eyeglasses and
for optometric applications including contact lens fitting. The A/B Scan System
combines the Ultrasonic Biometer and ultrasound imaging for advanced diagnostic
testing throughout the eye and is a viable tool for retinal specialists. The
Ultrasound Biomicroscope utilizes microscopic digital ultrasound resolution for
detection of tumors and improved glaucoma management. The Company introduced the

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P45 in the fall of 2000 which combines the A/B Scan and the Ultrasonic Biometer
in one machine.

         On October 21, 1999, the Company purchased Mentor's surgical product
line, consisting of the Phaco SIStem(TM), the Odyssey(TM) and the
Surg-E-Trol(TM). This acquisition rounds out the Company's cataract surgery
product line by adding entry-level, moderately priced cataract surgery products.
The transaction was paid for with $1.5 million worth of Paradigm common stock.

         On June 5, 2000, the Company purchased Vismed Inc. d/b/a Dicon(TM)
under a pooling of interest accounting treatment. The purchase included the
Dicon(TM) perimeter product line consisting of the LD 400, the TKS 4000, the
SST(TM), FieldLink(TM), FieldView(TM) and Advanced FieldView and the corneal
topographer product line the CT 200(TM), the CT 50 and an ongoing service and
software business. Perimeters are used to determine retinal sensitivity testing
the visual pathway. Corneal topographers are used to determine the shape and
integrity of the cornea, the anterior surface of the eye. Corneal topographers
are used for the refractive surgical applications that eliminate the need for
eyeglasses and for optometric applications including contact lens fitting.

Background

         Corporate History: The Company's business originated with Paradigm
Medical, Inc. ("PMI"), a California corporation formed in October 1989. PMI
developed the Company's present ophthalmic business and was operated by its
founders Thomas F. Motter and Robert W. Millar. In May 1993, PMI merged with and
into the Company. At the time of the merger, the Company was a dormant public
shell existing under the name French Bar Industries, Inc. ("French Bar"). French
Bar had operated a mining and tourist business in Montana. Prior to its merger
with PMI in 1993, French Bar had disposed of its mineral and mining assets in a
settlement of outstanding debt and had returned to the status of a dormant
entity. Pursuant to the merger, the Company caused a 1-for-7.96 reverse stock
split of its shares of Common Stock. The Company then acquired all of the issued
and outstanding shares of Common Stock of PMI using shares of its own Common
Stock as consideration. As part of the merger, the Company changed its name from
French Bar Industries, Inc. to Paradigm Medical Industries, Inc. and the
management of PMI assumed control of the Company. In April 1994, the Company
caused a 1-for-5 reverse stock split of its shares of Common Stock. In February
1996, the Company re-domesticated to Delaware pursuant to a reorganization.

Overview

         Disorders of the Eye: The human eye is a complex organ which functions
much like a camera, with a lens in front and a light-sensitive screen, the
retina, in the rear. The intervening space contains a transparent jelly-like
substance, the vitreous, which together with the outer layer, the sclera and
cornea, helps the eyeball to maintain its shape. Light enters through the
cornea, a transparent domed window at the front of the eye. The size of the
pupil, an aperture in the center of the iris, controls the amount of light that
is then focused by the lens onto the retina as an upside-down image. The lens is
the internal optical component of the eye and is responsible for adjusting
focus. The lens is enclosed in a capsule. The retina is believed to contain more
than 130 million light-receptor cells. These cells convert light into nerve
impulses that are transmitted right-side up by the optic nerve to the brain,
where they are interpreted. Muscles attached to the eye control its movements.

         Birth defects, trauma from accidents, disease and age related
deterioration of the components of the eye can all contribute to eye disorders.
The most common eye disorders are either pathological or refractive. Many
pathological disorders of the eye can be corrected by surgery. These include
cataracts (clouded lenses), glaucoma (elevated pressure in the eye), corneal
disorders such as scars, defects and irregular surfaces and vitro-retinal
disorders such as the attachment of membrane growths to the retina causing blood
leakage within the eye. All of these disorders can impair vision. Many

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refractive disorders can be corrected through the use of eyeglasses and contact
lenses. Myopia (nearsightedness), hyperopia (farsightedness) and presbyopia
(inability to focus) are three of the most common refractive disorders.

         Ultrasound Technology: Ultrasound devices have been used in
ophthalmology since the late 1960's for diagnostic and surgical applications
when treating or correcting eye disorders. In diagnostics, ultrasound
instruments are used to measure distances and shapes of various parts of the eye
for prescription of eyeglasses and contact lenses and for calculation of lens
implant prescriptions for cataract surgery treatment. These devices emit sound
waves through a hand-held probe that is placed onto or near the eye with the
sound waves emitted being reflected by the targeted tissue. The reflection
"echo" is computed into a distance value that is presented as a visual image, or
cross-section of the eye, with precise measurements displayed and printed for
diagnostic use by the surgeon.

         Surgical use of ultrasound in ophthalmology is limited to treatment of
cataractous lenses in the eye through a procedure called phacoemulsification or
"phaco." A primary objective of cataract surgeries is the removal of the
opacified (cataractous) lens through an incision that is as small as possible.
The opacified lens is then replaced by a new synthetic lens intraocular implant
("IOL"). Phaco technology involves a process by which a cataract is broken into
small pieces using ultrasonic shock waves delivered through a hollow, open-ended
metal needle attached to a hand-held probe. The fragments of cataractous tissue
are then removed through aspiration. Phaco systems were first designed in the
late 1960's after various attempts by surgeons to use other techniques to remove
opacified lens, including crushing, cutting, freezing, drilling and applying
chemicals to the cataract. By the mid-1970's, ultrasound had proven to be the
most effective technology to fragment cataracts. Market Scope's (Manchester,
Missouri), "The 2001 Report on the Worldwide Cataract Market", January 2001
indicates that phaco cataract treatment is the technology for cataract removal
used in over 80% of surgeries in the United States and over 20% of all foreign
surgeries.

         Laser Technology: The term "laser" is an acronym for Light
Amplification by Stimulated Emission of Radiation. Lasers have been commonly
used for a variety of medical and ophthalmic procedures since the 1960's. Lasers
emit photons into a highly intense beam of energy that typically radiates at a
single wavelength or color. Laser energy is generated and intensified in a laser
tube or solid-state cavity by charging and exciting photons of energy contained
within material called the lazing medium. This stored light energy is then
delivered to targeted tissue through focusing lenses by means of optical mirrors
or fiber optics. Most laser systems use solid state crystals or gases as their
lazing medium. Differing wavelengths of laser light are produced by the
selection of the lazing medium. The medium selected determines the laser
wavelength emitted, which in turn is absorbed by the targeted tissue in the
body. Different tissues absorb different wavelengths or colors of laser light.
The degree of absorption by the tissue also varies with the choice of wavelength
and is an important variable in treating various tissue. In a surgical laser,
light is emitted in either a continuous stream or in a series of short duration
"pulses", thus interacting with the tissue through heat and shock waves,
respectively. Several factors, including the wavelength of the laser and the
frequency and duration of the pulse or exposure, determine the amount of energy
that interacts with the targeted tissue and, thus, the amount of surgical effect
on the tissue.

         Lasers are widely accepted in the ophthalmic community for treatment of
certain eye disorders and are popular for surgical applications because of their
relatively non-invasive nature. In general, ophthalmic lasers, such as argon,
Nd:YAG and excimer (argon-fluoride) are used to coagulate, cut or ablate
targeted tissue. The argon laser is used to treat leaking blood vessels on the
retina (retinopathy) and retinal detachment. The excimer laser is used in
corneal refractive surgery. The Nd:YAG pulsed laser is used to perforate clouded
posterior capsules (posterior capsulotomy) and to relieve glaucoma-induced
elevated pressure in the eye (iridotomy, trabeulorplasty, transcleral
cyclophotocoagulation). Argon, Nd:YAG and excimer lasers are primarily used for

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one or two clinical applications each. In contrast to these conventional laser
systems, the Company's Photon(TM) laser cataract system is designed to be used
for multiple ophthalmic applications, including certain new applications that
may be made possible with the Company's proprietary technology. Such new
applications, however, must be tested in clinical trials and be approved by the
FDA.


Products

         The Company's principal proprietary surgical products are systems for
use by ophthalmologists to perform surgical treatment procedures to remove
cataracts. The Company has complete ownership of each product with no
technological licensing limitations.

         The SIStem(TM): The SIStem(TM) is the Company's state-of-the-art,
entry-level phacoemulsification system. The SIStem(TM) is designed to be a
full-featured, cost-effective, reliable phaco machine. The competitive feature
package includes automated priming and tuning, error detection, audible
feedback, patented fluidics system, pneumatic vitrectomy and bipolar
electrosurgical coagulation. With both reusable and single-use consumables, the
SIStem(TM) is positioned for the world's primary ultrasonic phaco markets,
including the United States, Europe and Asia. Fiscal years 2001 and 2000 sales
of the SIStem(TM) represented approximately 3% and 9% of total revenues,
respectively.

         Precisionist ThirtyThousand(TM): The Precisionist ThirtyThousand(TM)
(the "Precisionist(TM)") is the Company's core phaco surgical technology. The
Precisionist(TM) was placed into production and offered for sale in 1997. As a
phaco cataract surgery system, the Company believes the Precisionist(TM) with
its new fluidics panel is equal or superior to the present competitive systems
in the United States. The system features a graphic color display and unique
proprietary on-board computer and graphic user interface linked to soft-key
membrane panel for flexible programmable operation. The system provides
real-time "on-the-fly" adjustment capabilities for each surgical parameter
during the surgical procedure for high-volume applications. In addition, the
Precisionist(TM) provides one hundred pre-programmable surgery set-ups, with a
second level of sub-programmed custom modes within each major surgical screen
(i.e., ultrasound phaco and irrigation/aspiration modes). The Precisionist(TM)
features the Company's newly developed proprietary fluidics panel which is
completely non-invasive for improved sterility and to provide a surgical
environment in the eye that virtually eliminates fluidic surge and solves
chamber maintenance problems normally associated with phaco cataract surgery.
This new fluidics system provides greater control for the surgeon and allows the
safe operation at much higher vacuum settings by sampling changes in aspiration
100 times per second. Greater vacuum in phaco surgery means less use of
ultrasound or laser energy to fragment the cataract and less chance for
surrounding tissue damage. In addition to the full complement of surgical
modalities (e.g., irrigation, aspiration, bipolar coagulation and anterior
vitrectomy), system automation includes "dimensional" audio feedback of vacuum
levels and voice confirmation for major system functions, providing an intuitive
environment in which the advanced phaco surgeon can concentrate on the surgical
technique rather than the equipment. Sales of the Precisionist(TM) were not
significant in the fiscal years 2001 or 2000.

         Ocular Surgery Workstation(TM): The Ocular Surgery Workstation(TM) (the
Workstation(TM) ) comprises the base system of the Precisionist(TM)
ThirtyThousand(TM) and is the first system to the knowledge of the Company which
uses the expansive capabilities of today's advanced computer technology to offer
seamless open architecture expandability of the system hardware and software
modules. The Workstation(TM) utilizes an embedded open architecture computer
developed for the Company and controlled by a proprietary software system

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developed by the Company that interfaces with all components of the system.
Ultrasound, fluidics (irrigation), aspiration, venting, coagulation and anterior
vitrectomy (pneumatic) are all included in the base model. Each component is
controlled as a peripheral module within this fully integrated system. This
approach allows for seamless expansion and refinement of the Workstation(TM)
with the ability to add other hardware and software features. Expansion such as
the Company's Photon(TM) laser system, when approved by the FDA, and hardware
for additional surgical applications are easily implemented by means of a
pre-existing expansion rack which resides in the base of the Workstation(TM).
These expanded capabilities could include, but would not be limited to laser
systems, video surgical fiber optic imaging, cutting and electrosurgery
equipment. However, there is no guarantee that the Workstation(TM) will be
accepted in the market place. Upon approval from the FDA for the Photon(TM), the
Company will refer to the Workstation(TM) as the Photon(TM) Ocular Surgery
Workstation(TM). To date, the Company has not commercially developed or offered
for sale any other added hardware or software features to its Workstation (TM).

         Photon(TM) Laser System: The Photon(TM) laser cataract system, which is
still subject to FDA approval, is designed to be installed as a seamless plug-in
upgrade or add-on to the Company's Precisionist(TM) Ocular Surgery
Workstation(TM). The plug-in platform concept is unique in the ophthalmic
surgical market for systems of this magnitude and presents a unique market
opportunity for the Company. The main elements of the laser system are the
Nd:YAG laser module, Photon(TM) laser software package and interchangeable
disposable hand-held fiber optic laser cataract probe. The Photon(TM) laser
utilizes the on-board microprocessor computer of the Workstation(TM) to generate
short pulse laser energy developed through the patented LCP(TM) to targeted
cataract tissue inside the eye, while simultaneously irrigating the eye and
aspirating the diseased cataract tissue from the eye. The probe is smaller in
diameter than conventional ultrasound phaco needles and presents no damaging
vibration or heat build-up in the eye. The Company's Phase I clinical trials
demonstrated that this probe can easily reduce the size of the cataract incision
from 3.0 mm to under 2.0 mm thereby reducing surgical trauma and complementing
current foldable intraocular implant technology. The laser probe may also
eliminate any possibility for burns around the incision or at the cornea and may
therefore be used with cataract surgery techniques which utilize a more delicate
clear cornea incision which can eliminate sutures and be conducted with topical
anesthesia. However, this system may not effectively remove harder grade
cataracts. Harder grade cataracts can be removed using the already existing
ultrasound capability of the Precisionist(TM).

         The Company intends to refine the laser delivery system and laser
cataract surgical technique used on soft cataracts through expanded research and
clinical studies. As far as the Company can determine, no integrated single
laser photofragmenting probe is presently available on the market that uses
laser energy directly, contained in an enclosed probe, to denature cataract
tissue at a precise location inside the eye while simultaneously irrigating and
aspirating the site.

         The Company's laser system is based upon the concept that pulsed laser
energy produced with the micro-processor controlled Nd:YAG laser system provides
ophthalmic surgeons with a more precise and less traumatic alternative in
cataract surgery. Although conventional ultrasonic surgical systems have proven
effective and reliable in clinical use for many years, their use of high
frequency shock waves and vibration to fragment the cataract can make the
procedure difficult and can present risk of complication both during and after
surgery. In contrast, the Company's laser system, which utilizes short
centralized energy bursts, should permit the delivery of the laser beam with
less trauma to adjacent tissue. Therefore, unlike ultrasonic systems, whose
vibrations and shock waves affect (and can damage) non-cataractous tissues
within the eye, the Company's Photon(TM) laser cataract system should only
affect tissues it comes into direct contact with.

         In addition to cataract surgery, the Company believes that its
Photon(TM) laser system is capable of being configured with specialty probes for
use in other ophthalmic surgical and other medical procedures. In October of
2000, the Company received FDA approval for the Photon(TM) Workstation(TM) to be

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used with a 532nm green laser which is effective for medical procedures other
than cataract removal, such as, photocoagulation of retinal and venous anomalies
within or outside the eye, pigmented lesions around the orbital socket,
posterior or anterior procedures associated with glaucoma or diabetes and
general photocoagulation for various dermatological venous anomalies including
telangiectasia (surface veins), or commonly referred to as "spider viens". The
goal is to be able to integrate multiple laser wavelengths into one system or
workstation that can be used for multiple medical specialties. This approval
represents only one of the potential applications that could represent
substantial growth opportunities including additional sales of equipment,
instruments, accessories and disposables. The Photon(TM) Ocular Surgery
Workstation(TM) has not been commercially developed with any other added
hardware or software features. There is no guarantee that the laser will be
accepted by the ophthalmic surgery market in this capacity or that the FDA will
grant approval.

         Surgical Instruments, Accessories and Disposables: In addition to the
cataract surgery equipment, the Company's surgical systems utilize or will
utilize accessory instruments and disposables, some of which are proprietary to
the Company. These include replacement ultrasound tips, sleeves, tubing sets and
fluidics packs, instrument drapes and laser cataract probes. The Company intends
to expand its disposable accessories as it further penetrates the cataract
surgery market and expands the treatment applications for its Workstation(TM).
These products contributed approximately 8% and 19% of total revenues for 2001
and 2000, respectively.

         Diagnostic Eye Care Products: Glaucoma is a second leading cause of
adult blindness in the world. Glaucoma is described as a partial or total loss
of visual field resulting from certain progressive disease or degeneration of
the retina, macula or nerve fiber bundle. The cause and mechanism of the
glaucoma pathology is not completely understood. Present detection methods focus
on the measurement of intraocular pressure in the eye, visual field and
observation of the optic nerve head to determine the possibility of pressure
being exerted upon the retina, and optic nerve fiber bundle, which can diminish
visual field. Recently, retinal blood circulation has been indicated as a key
component in the presence of glaucoma. Some companies produce color Doppler
equipment in the $80,000 price range intended to provide measurement of ocular
blood flow activity in order to diagnose and treat glaucoma at an earlier stage.

         Blood Flow Analyzer(TM): In June 1997, the Company received FDA
clearance to market the Blood Flow Analyzer(TM) for early detection and
treatment management of glaucoma and other retina related diseases. The device
measures not only intraocular pressure but also pulsatile ocular blood flow, the
reduction of which may cause nerve fiber bundle death through oxygen deprivation
thus resulting in visual field loss associated with glaucoma. The Company's
Blood Flow Analyzer(TM) is a portable automated in-office system that presents
an affordable method for ocular blood flow testing for the ophthalmic and
optometric practitioner. This was the Company's first diagnostic eye care
device. The device is a portable desktop system that utilizes a proprietary and
patented pneumatic Air Membrane Applanation Probe(TM) (the "AMAP TM") which can
be attached to any model of standard examination slitlamp which is then placed
on the cornea of the patient's eye to measure the intraocular pressure within
the eye. The device is unique in that it reads a series of intraocular pressure
pulses over a short period of time (approximately five to ten seconds) and
generates a wave form profile which can be correlated to blood flow volume
within the eye. The blood flow volume is calculated by a proprietary software
algorithm developed by David M. Silver, Ph.D., at Johns Hopkins. The device
presents a numerical intraocular pressure reading and blood flow analysis rating

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in a concise printout which is affixed to the patient history file. In addition,
the data generated by the device can be downloaded to a personal computer system
for advanced database development and management. The Company markets the Blood
Flow Analyzer(TM) as a stand-alone model packaged with a custom built computer
system. The Blood Flow Analyzer(TM) utilizes a single-use disposable cover for
its AMAP(TM) corneal probe which is shipped in sterile packages. The AMAP (TM)
probe tip cover provides accurate readings and acts as a prophylactic barrier
for the patient. The device has been issued a patent in the European Economic
Community and the United States and has a patent pending in Japan. The FDA
cleared the Blood Flow Analyzer(TM) for marketing in June 1997 and the Company
commenced selling the system in September 1997. In addition to the Humphrey
products, this diagnostic product allowed the Company to expand its market to
approximately 35,000 optometry practitioners in the United States in addition to
the approximately 18,000 ophthalmic practitioners who currently perform eye
surgeries and are candidates for the Company's surgical systems. In April 2001,
the Company received authorization from the CPT Code Research and Development
Division of the American Medical Association to use a common procedure
terminology (CPT) code for its Blood Flow Analyzer(TM) which provides for a
reimbursement to doctors. In the fall of 2001, the manufacturing activities for
the Blood Flow Analyzer(TM) were moved to the San Diego facility from the
outsourced plant located in England. The revenues from sales of the Blood Flow
Analyzer(TM) represented approximately 25% of total 2001 revenues and were not
significant in 2000 due to the fact that major sales efforts for the product
commenced in 2001.

         Dicon(TM) perimeters consist of the LD 400, the TKS 4000, the SST(TM),
FieldLink(TM), FieldView(TM) and Advanced FieldView. Perimeters are used to
determine retinal sensitivity testing the visual pathway. Perimeters have become
standard of care in the detection and monitoring of glaucoma worldwide.
Perimetry is reimbursable worldwide. The Dicon(TM) perimeters feature patented
kinetic fixation and voice synthesis now in 27 different languages. Software
programs are sold to assist in the analysis of the test results. Sales of the
perimeters generated approximately 15% and 26% of the 2001 and 2000 total
revenues, respectively.

         Dicon(TM) corneal topographers include the CT 200(TM) and the CT 50.
Corneal topographers are used to determine the shape and integrity of the
cornea, the anterior surface of the eye. Clinical applications for corneal
topographers include refractive surgery that eliminates the need for eyeglasses
and optometric applications including contact lens fitting. Revenues from the
topographer were slightly less than 12% and 17% of the total revenues for 2001
and 2000, respectively.

         Pachymetric Analyzer: The ultrasonic pachymeter is used for measurement
of corneal thickness. The Model P55 is positioned as a standard office
pachymeter. This device is targeted to the refractive surgery market and
contributed approximately 1% and 2% to the total revenues for 2001 and 2000,
respectively.

         Ultrasonic A-Scan: The Ultrasonic A-Scan was and remains the industry
standard for axial length eye measurement, which is a prerequisite procedure
reimbursed by Medicare and is performed before every cataract surgery. Over
5,000 A-Scan systems have been installed in the worldwide market, representing a
substantial market opportunity for software upgrades and extended warranty
contract sales. A-Scan sales were approximately 2% and 4% of the total 2001 and
2000 revenues, respectively.

         Ultrasonic A/B Scan: The A/B Scan is used by retinal sub-specialists to
identify foreign bodies in the posterior chamber of the eye and to evaluate the
structural integrity of the retina. The A/B Scan is attractive to the general
ophthalmic community at large because of its lower price point. Sales from this
product were approximately 5% of the total 2001 and 2000 revenues.

         Ultrasonic Biomicroscope ("UBM"): The UBM was developed by Humphrey
Systems in conjunction with the New York Eye and Ear Infirmary in Manhattan and
the University of Toronto. The UBM and its intellectual property were included
in the purchase from Humphrey Systems and gives the Company the proprietary
rights to this device. The UBM creates a high-resolution computer image of the

                                       9
<PAGE>

unseen parts of the eye that is a "map" for the glaucoma surgeon. The UBM is an
"enabling technology" for the ophthalmologist, one that the Company has
repositioned for broader market sales penetration. Formerly sold only to
glaucoma sub-specialty practitioners, the Company reintroduced the UBM at a
price-point targeted for the average practitioner seeking to add glaucoma
filtering surgical procedures and income to his/her cataract surgical practice.

         The UBM related surgical filtering procedures are fully reimbursable by
Medicare and insurance providers. This untapped new market positions the Company
with its proprietary UBM and to its knowledge, the only commercially viable
product of this type on the market, as a leader in the rapidly expanding
glaucoma imaging and treatment segment. In the fall of 2000 the company
introduced the P45 which combines the UBM and the A/B Scan in one instrument.
The Company believes that by combining functions the P45 will appeal to a
broader market. UBM sales were approximately 11% and 14% of total revenues for
the years ended December 31, 2001 and 2000, respectively. The P45 which was
available for sale for all of 2001, contributed approximately 9% of total
revenues for 2001 and approximately 3% of total 2000 revenues.

         In July of 2000, the Company received ISO 9001 and EN 46001
certification using TUV Essen as the notified body. Under ISO 9001
certification, all of the Companies products are now CE marked. The CE mark
allows the Company to ship product for revenue into the European Community. The
Company successfully retained its certification in 2001.

Marketing and Sales

         Ophthalmologists are mainly office-based and perform their surgeries in
local hospitals or surgical centers that provide the necessary surgical
equipment and supplies. Ophthalmologists are generally involved in decisions
relating to the purchase of equipment and accessories for their independent
ambulatory surgical centers and for the hospitals with which they are
affiliated. This provides the opportunity for direct, targeted, personal
selling, responsive high quality customer service and short buying cycles to
achieve a product sale in the office or hospital. Hospitals also comprise a
significant market as recent demand for ultrasonic surgery technology has put
pressure on the ophthalmologist, who in turn persuades the hospital to install
the latest technology system so that they can offer this procedure to their
patients and the community.

         Industry analysts report that the United States ophthalmic surgical
device market has been characterized by slower growth in recent years. This has
apparently been caused by the potential reforms associated with the health care
industry. Further, hospitals have been inclined to keep their older phaco
machines longer than expected as they have been forced to mind budgets more
carefully and have become less willing to invest in capital equipment until more
information on health care reform becomes available. However, analysts predict
that the ophthalmic surgical device market will see renewed growth in the coming
years as the health care environment stabilizes and as the growing elderly
population produces an increased number of cataract surgeries. As a consequence
of these factors, the market should see a greater rate of replacement of older
machines that hospitals and surgeons have been postponing for longer than usual.

         Current Market Acceptance and Potential: The principal purchasers of
the Company's products have been ophthalmologists, optometrists and clinics in
many countries throughout the world. The Company believes that the market for
its products is being driven by: (i) the aging of the population, which is
evidenced by the domestic and international cataract surgery volume growth trend
over the past ten years, (The National Eye Institute reported in March 2002 that
the number of blind or visually impaired Americans is likely to double over the
next 30 years.) (ii) the entry by emerging countries (including China, Russia,
and other countries in Asia, Eastern Europe and Africa) into advanced technology
medical care for their populations, (iii) increased awareness worldwide of the
benefits of the minimally invasive phaco cataract procedure and (iv) the
introduction of technology improvements such as the Company's laser system. The
Secretary of Health and Human Services, Tommy Thompson, stated in March 2002

                                       10
<PAGE>

that early detection and treatment can reduce blindness and visual impairment
from most eye diseases and disorders.

         Marketing Organization: The Company markets its products
internationally through a network of dealers and domestically through direct
sales representatives. As of December 31, 2001, the Company had fourteen direct
domestic sales representatives in the United States and sixty-six foreign
dealers. These sales representatives are assigned exclusive territories and have
entered into contracts with the Company that contain performance quotas. The
Company also plans to continue to market its products by identifying customers
through internal market research, trade shows and direct marketing programs. The
Company also utilizes a Clinical Advisory Board comprised of leading ophthalmic
surgeons in the United States and Europe who speak at conventions, train
ophthalmologists and visit foreign doctors and dealers to promote the Company's
products.

         The Company, when marketing its Ocular Surgery Workstation(TM), will
emphasize the expandable features of the Workstation(TM). The Company's
marketing approach will be to focus on the upgradeability of the Workstation(TM)
and to develop the image of the Workstation(TM) as the most versatile,
upgradeable and cost effective surgical equipment available. The Company will
continue to focus its sales efforts towards ophthalmic hospital and surgical
center facilities specializing in cataract surgery. However, as systems are
installed, the Company will expand its focus to provide additional ophthalmic
and non-ophthalmic surgical applications as part of its Workstation(TM).
Additional surgical applications will expand the market for the Workstation(TM)
as well as associated sales of disposable surgical products.

         Product advertising is focused in the major industry trade newspapers.
Most of the ophthalmologists or optometrists in the United States receive one or
more of these magazines through professional subscription programs. The media
has shown strong interest in the Company's technology and products, as evidenced
by several recent front-page articles in these publications.

         Manufacturing and Raw Materials: Currently, the Company maintains a
29,000 square foot facility in Salt Lake City and a 26,000 square foot facility
in San Diego. The Company transferred the manufacturing activities for the Blood
Flow Analyzer(TM) to San Diego from OBF in England during 2001. These facilities
accommodate the Company's expanded manufacturing, marketing and engineering
capabilities. The Company manufactures under systems of quality control and
testing, which complies with the Quality System Requirements (QSR) established
by the FDA, as well as similar guidelines established by foreign governments,
including the CE Mark and IS0-9001.

         The Company subcontracts the manufacturing of some of its ancillary
instruments, accessories and disposables through specified vendors in the United
States. These products are contracted in quantities and at costs consistent with
the Company's financial purchasing capabilities and pricing needs. The Company
manufactures the LCP (TM) laser cataract probe and some of its surgical
instruments, accessories and fluidics surgical tubing sets at its facility in
Salt Lake City.

         Product Service and Support: Service for the Company's products is
overseen from its Salt Lake City and San Diego locations and is augmented by its
international dealer network who provide technical service and repair.
Installation, on-site training and a limited product warranty are included as
the standard terms of sale. The Company provides distributors with replacement
parts at no charge during the warranty period. To date, the Company has incurred
minimal expenses under this warranty program. International distributors are
responsible for installation, repair and other customer service to installed
systems in their territory. All systems parts are modular sub-components that
are easily removed and replaced. The Company maintains adequate parts inventory
and provides overnight replacement parts shipment to its dealers. After the
warranty period expires, the Company offers one year and three year service
contracts to its domestic customers and will continue to sell parts to

                                       11
<PAGE>

international dealers who in turn create their own service plans with their
customers.


Research and Development

         The Company's primary market for its surgical products is the cataract
surgery market. However, the Company believes that its laser systems may
potentially have broader ophthalmic applications. Consequently, the Company
believes that a strong research and development capability is important for the
Company's future. In addition to the Company's expanded in-house R&D
capabilities, it has enlisted several recognized and respected consultants and
other technical personnel to act in technical and medical advisory capacities.
Several of these consultants serve on the Company's clinical Advisory Board to
provide expert and technical support for current and proposed products, programs
and services of the Company.

         The Company believes its research and development capabilities provide
it with the ability to respond to regulatory developments, including new
products, new product features devised from its users and new applications for
its products on a timely and proprietary basis. The Company intends to continue
investing in research and development and to strengthen its ability to enhance
existing products and develop new products.

Competition

         General. The Company is subject to competition in the cataract surgery
and the glaucoma diagnostic markets from two principal sources: (i)
manufacturers of competing ultrasound systems used when performing cataract
treatments and (ii) developers of technologies for ophthalmic diagnostic and
surgical instruments used for treatment. The surgical equipment industry is
dominated by a few large companies that are well established in the marketplace,
have experienced management, are well financed and have well recognized trade
names and product lines. The Company believes that the combined sales of five
entities account for over 90% of the cataract surgery market. The remaining
market is fragmented among emerging smaller companies, some of which are
foreign. The ophthalmic diagnostic market has a similar composition.

         Most major competitors either entered or expanded into the cataract or
glaucoma markets through the acquisition of smaller, entrepreneurial
high-technology manufacturing companies. Therefore, because existing competitors
or other entities desiring to enter the market could conceivably acquire current
entrepreneurial enterprises with small market activity, any and all competitors
must be considered to be formidable.

         The Cataract Surgical System Industry: Presently, products currently in
use are offered by the major manufacturers utilizing ultrasonic technology.
Those systems rely on accessories including single-use cassette packs and other
ancillary surgical disposables such as saline solution, sutures and intraocular
lenses for their profits. The cassette packs are required for fluid and tissue
collection during the surgical procedure. The cassette packs are generally
unique and proprietary to their respective systems and represent a barrier to
entry for third-party, lower-cost after-market suppliers. While there is growing
market resistance in the United States and internationally to single-use
cassettes, the Company anticipates that manufacturers of ultrasound equipment
will continue to develop and enhance their present ultrasound products in order
to protect their investments in system and cassette technology and to protect
their profits from sales of these cassettes and accessories. The Company's
Precisionist Thirty Thousand(TM) ultrasonic phaco system has the ability to use
either reusable or single-use disposable components. The Photon(TM) laser
cataract system will utilize probes and cassette packs designed for single-use
and semi-disposable instruments priced at a level consistent with the demands of
health care cost containment. This will allow the health care providers a

                                       12
<PAGE>

substantial measure of cost containment, while providing the Company with the
quality control and income capability of cassette sales.

         The international market, with significantly lower medical budgets, has
not been able to justify the expense of using disposable components. Budgetary
constraints have limited current manufacturers from gaining a significant share
of the international ultrasound equipment market, and have provided a niche for
the emerging smaller companies discussed above.

         Ultrasound Equipment Manufacturers. As a relatively recent entrant into
the cataract surgical equipment market with a newer equipment line, the Company
is establishing itself and, as yet, does not hold a significant share of the
market. The Company currently recognizes Bausch & Lombe, Alcon Laboratories, and
Allergan Medical Optics as its primary competitors in the ultrasound phaco
cataract equipment market.

         Laser Equipment Manufacturers. To the Company's knowledge, there are
several other companies attempting to develop laser equipment for cataract
surgery. These companies can be differentiated by the laser wavelength employed
for the cataract surgery. Based on the information currently available to the
Company, Er:YAG laser wavelength appears to offer a less viable means of
removing cataracts than the Nd:Yag wavelength used by the Photon(TM). One
competitor uses a Nd:YAG wavelength, however the laser is used only to vibrate
an ultrasonic needle. Thus the device remains an ultrasonic system subject to
same risk factors of phaco, thereby eliminating the benefits of using a laser to
remove the cataract. The Company also believes that its product is sufficiently
distinctive and, if properly marketed, can capture a significant share of the
cataract surgical device market. However, there are substantial risks in
undertaking a new venture in an established and already highly competitive
industry. In the short-term, the Company is seeking to exploit these
opportunities. Depending upon further developments, the Company may ultimately
exploit those opportunities through a merger with a stronger entity already
established or one that desires to enter the medical industry.

         The Company believes that its ability to compete successfully will
depend on its capability to create and maintain advanced technology, develop
proprietary products, attract and retain scientific personnel, obtain patent or
other proprietary protection for its products and technologies, obtain required
regulatory approvals and manufacture, assemble and successfully market products
either alone or through third parties.

         The Retinal Diagnostic Market. The Glaucoma Research Foundation
suggests that with the aging of the so-called baby boom generation, there will
be an increase of macular degeneration and glaucoma in the United States, the
leading causes of adult blindness worldwide. The National Eye Institute stated
in 2002 that the number of visually impaired Americans is likely to double over
the next three decades. Their report estimated that 2.4 million people suffer
some vision impairment in the country. The damage caused by these diseases is
irreversible. The preconditions for the onset of macular degeneration or
glaucoma are low ocular blood flow and/or high intraocular pressure. Diagnostic
screening is important for individuals susceptible to these diseases. People in
high-risk categories include: African Americans over 40 years of age, all
persons over 60 years of age, persons with a family history of glaucoma or
diabetes, and the very near-sighted. The glaucoma Research Foundation recommends
that these high-risk individuals be tested regularly for glaucoma. According to
the U.S. Census Bureau, in 1995 there were over 30 million adults 65 years of
age and older and 8 million African Americans 45 years of age and older. The
Glaucoma Research Foundation reports that glaucoma currently accounts for more
than 7 million visits to physicians annually.

         The Company is subject to intense competition in the ophthalmic
diagnostic market from well-financed, established companies with recognizable

                                       13
<PAGE>

trade names and product lines and new and developing technologies. The industry
is dominated by several large entities which the Company believes account for
the majority of diagnostic equipment sales. The Company to continues to derive
revenues from the sale of its ultrasound diagnostic equipment and blood flow
analyzer. The blood flow analyzer is designed to detect glaucoma in an earlier
stage than is presently possible. In addition, the device performs tonometry and
blood flow analysis. Other ophthalmic diagnostic devices that do not detect
glaucoma in the early stages of the disease as does the Company's analyzer
retail at comparable prices. The Company thus believes that it can compete in
the diagnostic market place based upon the lower price and improved diagnostic
functions of the analyzer.

Intellectual Property Protection

         The Company's cataract surgical products are proprietary in design,
engineering and performance. The Company's surgical ultrasonic products have not
been patented to date because the primary technology for ultrasonic tissue
fragmentation, as available to all competitors in the market, is mainly in the
public domain.

         The Company did acquire proprietary intellectual property in the
transaction with Humphrey Systems when it purchased the diagnostic ultrasonic
product line in 1999. This technology uses ultrasound to create a
high-resolution computer image of the unseen parts of the eye that is a "map"
for the practitioner.

         The Photon(TM) laser cataract probe is protected under a United States
patent issued in 1987 to Daniel M. Eichenbaum, M.D. and subsequently assigned to
Photomed International, Inc. ("Photomed") and a Japanese patent issued in 1997
to the Company for the utility and methods of laser ablation, aspiration and
irrigation of tissue through a hand-held probe of a unique design. The Company
secured the exclusive worldwide right to this patent shortly after its issue,
and to the international patents pending, from Photomed by means of a license
agreement (the "License Agreement"). The License Agreement was amended on
December 5, 1997 to allow Photomed the right to conduct research, development
and marketing utilizing the patent in certain medical sub-specialties other than
ophthalmology for which the Company would receive royalty payments equal to 1%
of the proceeds from the net sales of products utilizing the patent. See
"Management" and "Certain Relationships and Related Transactions."

         The Blood Flow Analyzer(TM) has been granted a patent in the European
Economic Community and the United States and has a patent pending in Japan.

         The Dicon(TM) Perimeter and the Dicon(TM) Corneal Topographer each have
a U.S. patent with a wide scope of claims.

         The Company's trademarks are important to its business. It is the
Company's policy to pursue trademark registrations for its trademarks associated
with its products as appropriate. Also, the Company relies on common law
trademark rights to protect its unregistered trademarks, although common law
trademark rights do not provide the Company with the same level of protection as
would U.S. federal registered trademarks. Common law trademark rights only
extend to the geographical area in which the trademark is actually used while
U.S. federal registration prohibits the use of the trademark by any party
anywhere in the United States.

         The Company also relies on trade secret law to protect some aspects of
its intellectual property. All of the Company's key employees, consultants and
advisors are required to enter into a confidentiality agreement with the
Company. Most of the Company's third-party manufacturers and formulators are
also bound by confidentiality agreements with the Company.

                                       14
<PAGE>

Regulation

         The Company's surgical and diagnostic systems are regulated as medical
devices by the FDA under the FD&C Act. As such, these devices require Premarket
clearance or approval by the FDA prior to their marketing and sale. Such
clearance or approval is premised on the production of evidence sufficient for
the Company to show reasonable assurance of safety and effectiveness regarding
its products. Pursuant to the FD&C Act, the FDA regulates the manufacture,
distribution and production of medical devices in the United States and the
export of medical devices from the United States. Noncompliance with applicable
requirements can result in fines, injunctions, civil penalties, recall or
seizure of products, total or partial suspension of production, denial of
Premarket clearance or approval for devices. Recommendations by the FDA that the
Company not be allowed to enter into government contracts and criminal
prosecution may also be made.

         Following the enactment of the Medical Device Amendments to the FD&C
Act in May 1976, the FDA began classifying medical devices in commercial
distribution into one of three classes: Class I, II or III. This classification
is based on the controls that are perceived to be necessary to reasonably ensure
the safety and effectiveness of medical devices. Class I devices are those
devices, the safety and effectiveness of which can reasonably be ensured through
general controls, such as adequate labeling, advertising, Premarket notification
and adherence to the FDA's Quality System Requirements (QSR) regulations. Some
Class I devices are exempt from some of the general controls. Class II devices
are those devices the safety and effectiveness of which can reasonably be
assured through the use of special controls, such as performance standards,
postmarket surveillance, patient registries and FDA guidelines. Class III
devices are devices that must receive Premarket approval by the FDA to ensure
their safety and effectiveness. Generally, Class III devices are limited to
life-sustaining, life-supporting or implantable devices, or to new devices that
have been found not to be substantially equivalent to legally marketed devices.

         There are two principal methods by which FDA approval may be obtained.
One method is to seek FDA approval through a Premarket notification filing under
Section 510(k) of the FD&C Act. If a manufacturer or distributor of a medical
device can establish that a proposed device is "substantially equivalent" to a
legally marketed Class I or Class II medical device or to a pre-1976 Class III
medical device for which the FDA has not called for a PMA, the manufacturer or
distributor may seek FDA Section 510(k) Premarket clearance for the device by
filing a Section 510(k) Premarket notification. The Section 510(k) notification
and the claim of substantial equivalence will likely have to be supported by
various types of data and materials, possibly including clinical testing
results, obtained under an IDE granted by the FDA. The manufacturer or
distributor may not place the device into interstate commerce until an order is
issued by the FDA granting Premarket clearance for the device. There can be no
assurance that the Company will obtain Section 510(k) Premarket clearance for
any of the future devices for which the Company seeks such clearance including
the Photon(TM) Laser.

         The FDA may determine that the device is "substantially equivalent" to
another legally marketed Class I, Class II or pre-1976 Class III device for
which the FDA has not called for a PMA, and allow the proposed device to be
marketed in the United States. The FDA may determine, however, that the proposed
device is not substantially equivalent, or may require further information, such
as additional test data, before the FDA is able to make a determination
regarding substantial equivalence. A "not substantially equivalent"
determination or a request for additional information could delay the Company's
market introduction of its products and could have a material adverse effect on
the Company's business, operating results and financial condition.

         The alternate method to seek approval is to obtain Premarket approval
from the FDA. If a manufacturer or distributor of a medical device cannot
establish that a proposed device is substantially equivalent to another legally
marketed device, whether or not the FDA has made a determination in response to
a Section 510(k) notification, the manufacturer or distributor will have to seek

                                       15
<PAGE>

Premarket approval for the proposed device. A PMA application would have to be
submitted and be supported by extensive data, including preclinical and clinical
trial data to prove the safety and efficacy of the device. If human clinical
trials of a proposed device are required and the device presents a "significant
risk," the manufacturer or the distributor of the device will have to file an
IDE application with the FDA prior to commencing human clinical trials. The IDE
application must be supported by data, typically including the results of animal
and mechanical testing. If the IDE application is approved, human clinical
trials may begin at a specific number of investigational sites, and the approval
letter could include the number of patients approved by the FDA. An IDE clinical
trial can be divided into several parts or Phases. Sometimes, a company will
conduct a feasibility study (Phase I) to confirm that a device functions
according to its design and operating parameters. This is usual clinical trial
site. If the Phase I results are promising, the applicant may, with the FDA's
permission, expand the number of clinical trial sites and the number of patients
to be treated to assure reasonable stability of clinical results. Phase II
studies are performed to confirm predictability of results and the absence of
adverse reactions. The applicant may, upon receipt of the FDA's authorization,
subsequently expand the study to a third phase with a larger number of clinical
trial sites and a greater number of patients. This involves longer patient
follow-up times and the collection of more patient data. Product claims,
labeling and core data for the PMA are derived primarily from this portion of
the clinical trial. The applicant may also, upon receipt of the FDA's
permission, consolidate one or more of such portions of the study. Sponsors of
clinical trials are permitted to sell those devices distributed in the course of
the study, provided such compensation does not exceed recovery of the costs of
manufacture, research, development and handling. Although both approval methods
may require clinical testing of the device in question under an approved IDE,
the Premarket approval procedure is more complex and time consuming.

         Upon receipt of the PMA application, the FDA makes a threshold
determination whether the application is sufficiently complete to permit a
substantive review. If the FDA determines that the PMA is sufficiently complete
to permit a substantive review, the FDA will "file" the application. Once the
submission is filed, the FDA has by regulation 90 days to review it; however,
the review time is often extended significantly by the FDA asking for more
information or clarification of information already provided in the submission.
During the review period, an advisory committee may also evaluate the
application and provide recommendations to the FDA as to whether the device
should be approved. In addition, the FDA will inspect the manufacturing facility
to ensure compliance with the FDA's QSR requirements prior to approval of a PMA.
While the FDA has responded to PMA applications within the allotted time period,
PMA reviews generally take approximately 12 to 18 months or more from the date
of filing to approval. The PMA process is lengthy and expensive, and there can
be no assurance that such approval will be obtained for any of the Company's
products determined to be subject to such requirements. A number of devices for
which PMA approval has been sought by other companies have never been approved
for marketing.

         Any products manufactured or distributed by the Company pursuant to a
premarket clearance notification or PMA are or will be subject to pervasive and
continuing regulation by the FDA. The FD&C Act also requires that the Company's
products be manufactured in registered establishments and in accordance with QSR
regulations. Labeling, advertising and promotional activities are subject to
scrutiny by the FDA and, in certain instances, by the Federal Trade Commission.
The export of medical devices is also subject to regulation in certain
instances. In addition, the use of the Company's products may be regulated by
various state agencies.

         All lasers manufactured for the Company are subject to the Radiation
Control for Health and Safety Act administered by the Center for Devices and
Radiological Health of the FDA. The law requires laser manufacturers to file new
product and annual reports and to maintain quality control, product testing and
sales records, to incorporate certain design and operating features in lasers
sold to end users pursuant to specific performance standards, and to comply with

                                       16
<PAGE>

labeling and certification requirements. Various warning labels must be affixed
to the laser, depending on the class of the product, as established by the
performance standards.

         Although the Company believes that it currently complies and will
continue to comply with all applicable regulations regarding the manufacture and
sale of medical devices, such regulations are always subject to change and
depend heavily on administrative interpretations. There can be no assurance that
future changes in review guidelines, regulations or administrative
interpretations by the FDA or other regulatory bodies, with possible retroactive
effect, will not materially adversely affect the Company. In addition to the
foregoing, the Company is subject to numerous federal, state and local laws
relating to such matters as safe working conditions, manufacturing practices,
environmental protection, fire hazard control and disposal of potentially
hazardous substance. There can be no assurance that the Company will not be
required to incur significant costs to comply with such laws and regulations and
that such compliance will not have a material adverse effect upon the Company's
ability to conduct business.

         The Company and the manufacturers of the Company's products may be
inspected on a routine basis by both the FDA and individual states for
compliance with current QSR regulations and other requirements.

         Congress has considered several comprehensive federal health care
programs designed to broaden coverage and reduce the costs of existing
government and private insurance programs. These programs have been the subject
of criticism within Congress and the health care industry, and many alternative
programs and features of programs have been proposed and discussed. Therefore,
the Company cannot predict the content of any federal health care program, if
any is passed by Congress, or its effect on Company and its business. Some
measures that have been suggested as possible elements of a new program, such as
government price ceilings on non-reimbursable procedures and spending
limitations on hospitals and other healthcare providers for new equipment, could
have an adverse effect on the Company's business, operating results or financial
condition. Uncertainty concerning the features of any health care program
considered by the Congress, its adoption by the Congress and the effect of the
program on the Company's business could result in volatility of the market price
of the Company's Common Stock.

         Furthermore, the introduction of the Company's products in foreign
countries may require the Company to obtain foreign regulatory clearances. The
Company believes that only a limited number of foreign countries have extensive
regulatory requirements, including France, Germany, Korea, China and Japan. The
time involved for regulatory approval in foreign countries varies and can take a
number of years. A number of European and other economically advanced countries,
including Italy, Norway, Spain and Sweden, have not developed regulatory
agencies for intensive supervision of such devices. Instead, they generally have
been willing to accept the approval of the FDA. Therefore, a PMA, Section 510(k)
or approved IDE from the FDA is tantamount to approval in those countries. These
countries and most developing countries have simply deferred direct discretion
to licensed practicing surgeons to determine the nature of devices that they
will use in medical procedures. The Company's two ultrasound systems, the
Photon(TM) laser cataract system the Company is developing and the ocular blood
flow analyzer are all devices, which require FDA approval. Therefore, a
significant aspect of the acceptance of the devices in the market is the
effectiveness of the Company in obtaining the necessary approvals. Having an
approved IDE allows the Company to export a product to qualified investigational
sites.

Regulatory Status of Products

         All of the Company's products, with the exception of the Photon(TM) are
approved for sale in the U. S. by the FDA under a 510(k). All of the Companies
products have been accepted for import into CE countries and various non-CE
countries.

                                       17
<PAGE>

         The Company acquired permission from the FDA to export the Photon(TM)
Laser Cataract System outside the United States under an open IDE granted by the
FDA in September 1994. Although the Photon(TM) laser cataract system is uniquely
configured in an original and proprietary manner, the laser system, a Nd:YAG
laser, is not proprietary to the device or the Company and is widely used in the
medical industry and other industries as well. Of particular significance is the
fact that this particular component has received previous market clearance from
the FDA for other ophthalmic and medical applications. Also of significance is
the Company's belief that the surgical treatment method used with the Photon(TM)
laser is similar to the current ultrasound cataract treatment employed by
ophthalmologists.

         The Company submitted a Premarket Notification 510(k) application to
the FDA for the Photon(TM) laser cataract system in September 1993. The FDA
requested clinical support data for claims made in the 510(k), and in October
1994 the Company submitted an IDE application to provide for a "modest clinical
study" in order to collect the data required by the FDA for clearance of the
Photon(TM) laser cataract system. The FDA granted this IDE in May 1995 for a
Phase I Feasibility Study. The Company began human clinical trials in April 1996
and completed the Phase I study in November 1997. The Company started Phase II
trials in September 1998 and completed numerous cases of treatment group and
control group patients which were included in the Company's submission to the
FDA. The Company received a warning letter dated August 30, 2000, from the
Office of Compliance, Center for Devices and Radiological Health of the Food and
Drug Administration ("FDA") relating to the human clinical trials for its
Photon(TM) Laser Cataract System. The warning letter concerns the conditions
found by the FDA during several audits at Company's clinical sites. The FDA's
comments were isolated to the administrative procedures of compiling data from
the clinical sites. The Company responded to the warning letter in a submission
dated September 27, 2000. In the submission the Company took corrective action
that included submitting a revised clinical protocol and case report forms and
procedures for the collection and control of data. In a subsequent letter dated
November 2, 2000 to the Company, the FDA requested clarification of two issues.

         Subsequent to the warning letter, the Company received approval to
continue its clinical trials, the results of which were included in its
supplemental submission to the FDA for the existing (510)(k) predicate device
application for the Photon(TM) laser system. In December 2001, the Company
received a preliminary review from the FDA regarding the supplemental
submission. As a result of that preliminary review, the Company submitted
additional clinical information to the FDA on February 6, 2002. The application
is receiving on-going review by the FDA. The Company believes all items in the
warning letter have been satisfied and the clinical trials and their data are in
good standing.

Employees

         As of December 31, 2001, the Company had 88 full-time employees. This
number does not include the Company's manufacturer's representatives who are
independent contractors rather than employees of the Company. The Company also
utilizes several consultants and advisors. There can be no assurance that the
Company will be successful in recruiting or retaining key personnel. None of the
Company's employees is a member of a labor union and the Company has never
experienced any business interruption as a result of any labor disputes.


Item 2. Description of Property

         The Company's executive offices are currently located at 2355 South
1070 West, Salt Lake City, Utah. This facility consists of approximately 29,088

                                       18
<PAGE>

square feet of leased office space under a three-year lease that will expire on
March 1, 2003 with an additional three-year renewal option. These facilities are
leased from Eden Roc, a California partnership, at a base monthly rate of
$15,999 plus a $2,356 monthly common area maintenance fee. The base monthly rent
increases to $16,479 and $16,973 for the second and third years of the lease,
respectively. Pursuant to the lease, the Company pays all real estate and
personal property taxes and the insurance costs on the premises.

         The Company maintains a facility located at 10373 Roselle Street, San
Diego, California. This facility consists of approximately 25,952 square feet of
leased office space under a five-year lease that will expire on August 1, 2002.
These facilities are leased from Torrey Sorrento Associates, Ltd., a California
limited partnership, at a gross monthly rate of $17,544. The Company is
currently looking at various alternatives to securing suitable facilities by the
end of the lease term.

         The Company believes that these facilities are adequate and satisfy its
needs for the foreseeable future.


Item 3. 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 Paradigm 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 in September 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 sales of certain equipment plus attorney's fees. Discovery has
taken place and the Company has paid royalties of $15,000 to bring all payments
up to date through June 30, 2001.  However, the legal action has not been
dismissed as a result of the payments. The Company is in the process of 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.

         An Action has been brought against the Company by Merrill Corporation
that alleges that the Company owes the plaintiff approximately $20,000 together
with interest thereon at the rate of 10% per annum from August 30, 1999, plus
costs and attorney's fee. The Company has filed an answer to the complaint and
discovery is proceeding. The Company believes that the complaint against the
Company is without merit and intends to vigorously defend against the action.

         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 the
Company's financial condition or results of operations.


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

         At a special meeting of the shareholders held on December 28, 2001 to
approve the proposed amendment to the Company's Certificate of Incorporation to
increase the number of authorized shares of common stock from 20,000,000 to
40,000,000 shares, it was determined to adjourn the meeting until January 28,
2002 because the shares entitled to vote, which were present in person or
represented by proxy, did not constitute a quorum at the meeting. At the January
28, 2002 special meeting of the shareholders, the proposed amendment to the

                                       19
<PAGE>

Certificate of Incorporation was approved (with votes cast of 10,474,115 for,
1,076,070 votes against and 39,740 votes abstaining).

                                     PART II


Item 5. Market for Common Equity and related Stockholder Matters

         The Authorized capital stock of the Company consists of 20,000,000
shares of Common Stock, $.001 par value per share, and 5,000,000 shares of
Preferred Stock, $.001 par value per share. The Company has created six classes
of Preferred Stock, designated as Series A Preferred Stock, Series B Preferred
Stock, Series C Preferred Stock , Series D Preferred Stock, Series E Preferred
Stock and Series F Preferred Stock.

         The Company's Common Stock and Class A Warrants trade on The Nasdaq
SmallCap Market under the respective symbols of "PMED" and "PMEDW." Prior to
July 22, 1996, there was no public market for the Common Stock. As of March 31,
2002 the closing sale prices of the Common Stock and Class A Warrants were $2.93
per share and $0.19 per warrant, respectively. The following are the high and
low sales prices for the Common Stock and Class A Warrants by quarter as
reported by Nasdaq since January 1, 2000.
<TABLE>
<CAPTION>


                                                                  Common Stock               Class A Warrants
                                                                  Price Range                   Price Range
                                                       -----------------------------------------------------------
Period (Calendar Year)                                         High           Low          High            Low
------------------------------------------------------------------------------------------------------------------

2000
----
<S>                                                            <C>            <C>           <C>             <C>
First Quarter                                                  14.500         6.880         6.500           2.630
Second Quarter                                                 10.500         4.190         3.630           1.190
Third Quarter                                                   6.190         3.380         2.000           0.500
Fourth Quarter                                                  4.940         1.310         1.250           0.500

2001
----

First Quarter                                                   4.130         1.500         1.000           0.190
Second Quarter                                                  3.540         1.610         0.740           0.190
Third Quarter                                                   2.750         1.860         0.450           0.160
Fourth Quarter                                                  3.080         1.940         0.390           0.170

2002
----

First Quarter                                                   3.310         2.210         0.380           0.190
</TABLE>

         The Company's Series A Preferred Stock, Series B Preferred Stock,
Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and
Series F Preferred Stock are not publicly traded. As of March 31, 2002, there
were 717 record holders of Common Stock, five record holders of Series A
Preferred Stock, three record holders of Series B Preferred Stock, no record
holders of Series C Preferred Stock , two record holders of Series D Preferred
Stock, 17 holders of Series E Preferred Stock and 56 holders of Series F
Preferred Stock.

                                       20
<PAGE>

         The Company has never paid any cash dividends on its Common Stock and
does not anticipate paying any cash dividends on its Common Stock in the
foreseeable future. The Company must pay cash dividends to holders of its Series
A Preferred, Series B Preferred, Series C Preferred, Series D Preferred Stock,
Series E Preferred Stock and Series F Preferred Stock before it can pay any cash
dividend to holders of its Common Stock. Dividends paid in cash pursuant to
outstanding shares of the Company's Series A, Series B, Series C, Series D,
Series E and Series F Preferred Stock are only payable from surplus earnings of
the Company and are non-cumulative and therefore, no deficiencies in dividend
payments from one year will be carried forward to the next. The Company
currently intends to retain future earnings, if any, to fund the development and
growth of the Company's proposed business and operations. Any payment of cash
dividends in the future on the Common Stock will be dependent upon the Company's
financial condition, results of operations, current and anticipated cash
requirements, plans for expansion, restrictions, if any, under any debt
obligations, as well as other factors that the Company's Board of Directors
deems relevant. The Company issued 6,764 shares of its Series A Preferred and
6,017 shares of its Series B Preferred on January 8, 1996 as a stock dividend to
Series A and Series B shareholders of record as of December 31, 1994.

Item 6. 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 current view of the Company respecting future events 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.

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's ultrasound diagnostic products include a pachymeter, an
A-Scan, 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 biomicrscope 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 and 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 the Company purchased the raw material and finished
goods inventory to bring the manufacturing of this product in-house. FDA
approval for the Company's Photon(TM) laser system for cataract removal is in
process.

                                       21
<PAGE>

         Activities for the twelve months ended December 31, 2001 included sales
of the Company's products and related accessories and disposable products. The
Company completed a sufficient number of cases in its Phase II Clinical Trials
relating to the Photon(TM) laser system (many of which were audited by
independent parties) to be included in its supplemental submission to the FDA
for the existing (510)(k) predicate device application for the Photon(TM) laser
system. In December 2001, the Company received a preliminary review from the FDA
regarding the supplemental submission. As a result of that preliminary review,
the Company submitted additional clinical information to the FDA on February 6,
2002. The application is receiving on-going review by the FDA. If the FDA
approves the application, the Company will be able to market its Photon(TM)
laser system within the United States. In December 2001, the Company announced a
reduction of force of total personnel of approximately 20% (22 employees). The
layoff was intended to save costs and to eliminate duplicities in functions that
occurred with the acquisition of Dicon. The Company believes that the
elimination of headcount will not adversely affect its operations.

         The tragic events of September 11, 2001 combined with a recessionary
trend in the economy have had a negative effect on the Company's sales.
International attendance at the largest trade show of the year in November 2001
was down markedly. The absence of these professionals eliminates many
opportunities for the Company to demonstrate and sell its products to this
sector. It is difficult to quantify how much an effect that these events have
had on the Company, but management believes that the Company has suffered some
negative impact due to September 11, 2001 and the downturn in the economy in
general which may continue for an indefinite period of time.

         On June 5, 2000 the Company purchased under a pooling of interest
Vismed Inc. d/b/a Dicon(TM, a California Corporation and manufacturer and
distributor of diagnostic instrumentation for the detection of chronic eye
diseases. The purchase included the Dicon(TM) perimeter product line consisting
of the LD 400, the TKS 4000, the SST(TM), FieldLink(TM), FieldView(TM) and
Advanced FieldView and the corneal topographer product line the CT200(TM), the
CT50 and an ongoing service and software business. Perimeters are used to
determine retinal sensitivity, testing the visual pathway. Corneal topographers
are used to determine the shape and integrity of the corneal and anterior
surface of the eye. Corneal topographers are used for the refractive surgical
applications that eliminate the need for eyeglasses and for optometric
applications, including contact lens fitting.

         In June of 2000, the Company completed the purchase of Ocular Blood
Flow Ltd. ("OBF"). OBF manufactured a blood flow analyzer representing
proprietary technology for measuring blood flow to the eye. Many clinicals were
performed demonstrating the clinical efficacy of the product in glaucoma. The
Company received authorization in April 2001 to use a CPT code that provides for
a reimbursement to doctors for procedures performed on patients using the Blood
Flow Analyzer(TM). In 2001, the manufacturing activities were moved from England
to the Company's facilities in San Diego, California.

Results of Operations

Fiscal Year Ended December 31, 2001 Compared to Fiscal Year Ended
-----------------------------------------------------------------
December 31, 2000:
------------------

         Consolidated sales for the twelve months ended December 31, 2001 were
$7,919,000 compared to $7,989,000 for the same period for 2000, approximately a
1% decrease. The Company restructured its outside sales force during 2001 to
provide nationwide coverage. This resulted in a slow down of sales activity due
to the time it took to hire and train the new personnel. The Company believes
that sales activity was hampered for about a ninety day period. The Company also
launched in earnest the sales of the Blood Flow Analyzer(TM) during the second
quarter of 2001 after receiving authorization to use a CPT code which provides
for a reimbursement to doctors. The Company believes that the investment in

                                       22
<PAGE>

time, training and resources in developing the sales force will provide positive
results in the future despite a loss of sales activity in 2001.

         Sales of the Blood Flow Analyzer(TM) was the single largest contributor
to total 2001 revenues generating slightly less than $2,000,000 (25%) of
revenues. Sales in 2000 were not significant as the major marketing efforts did
not take place until 2001. Sales of the P45 ultrasonic Biomicroscope workstation
accounted for approximately 9% of total 2001 revenues, or $686,000, compared to
approximately a 3% contribution to total 2000 revenues, or $219,000. The P45 was
introduced by the Company in the fall of 2000 resulting in a full year's of
selling activity during 2001 as compared to a few months during 2000. The
remainder of the ultrasonic product line (UBM, A-Scan, A/B scan and Pachymeter)
contributed $1,543,000 in revenues in 2001 (19%) compared to $2,027,000 in 2000
(25%).

         Sales of the perimeter and corneal topographer decreased by $1,283,000,
from $3,411,000 in 2000 (43%) to $2,128,000 (27%). The perimeter and corneal
topographer, both mature products, declined in sales in 2000 from those in 1999
by approximately 20%. One of the strategies of the Dicon/Paradigm merger in June
of 2000 was to piggyback these products with the phaco surgical line to achieve
penetration into the ophthalmic market, in addition to the optometric market,
resulting in a growth in the sales of the Dicon products. This anticipated
growth has not occurred and may continue to decrease in the future or remain at
a lower level than originally expected.

         The phaco surgical line and related disposable products accounted for
approximately $641,000 (8%) of total revenues for the twelve months ended
December 31, 2001 compared to $1,144,000 (14%) in revenues for the same period
in 2000. The Company concentrated much of its marketing focus on its diagnostic
products (Blood Flow Analyzer(TM) and the Ultrasonic Biomicroscope Workstation
or P45) during 2001. The Company also continued aggressively in its efforts to
obtain FDA approval for its Photon(TM) laser system. The Company did not
recognize any sales of its Photon(TM) laser system in 2001. The Photon(TM)
cannot be sold within the United States until FDA approval is received.
International sales of the Photon(TM) did not occur due in part to the lack of
FDA approval. Although not required in the international market, the Company
believes many potential customers rely on the FDA approval of products before
purchasing.

         The gross profit on sales for the fiscal year 2001 was approximately
38% compared to 17% for the same period in 2000. The sharp difference was due
principally to an inventory write-down of $1,596,000 during 2000 to net
realizable value. Gross profit on sales for the fiscal year ended December 31,
1999 was 38% which indicates a more consistent trend with the exception of the
inventory adjustment that was recognized in 2000.

         Marketing and selling expenses increased $812,000, or 21%, to
$4,762,000 for the twelve months ended December 31, 2001 from $3,950,000 for the
comparable period in 2000. The Company increased costs for enhanced tradeshow
participation of $355,000 due mainly to expenses incurred in relation to the
annual meeting of the American Academy of Ophthalmology in November 2001. This
is the largest event in the country in which the Company participates. This
increase was also partly due to the addition of fifteen direct sales people to
cover the United States rather than working through distributors adding
approximately $382,000 of additional expenses. The hiring of the sales force
took place during the second and third quarters of 2001 and will result in a
higher level of expenses in the form of salaries and travel reimbursements in
future operating periods.

         General and administrative expenses decreased by $307,000, or 6%, to
$5,125,000 for the 2001 fiscal year from $5,432,000 for the comparable period in
2000. The Company had recognized $1,883,000 in non-cash transactions during 2000
by granting warrants to non-employees as payment for services, stock bonuses
granted to officers of the Company and stock granted to non-employees as payment

                                       23
<PAGE>

for services. During 2001, the Company recorded $558,000 of non-cash
transactions from granting warrants and stock to non-employees for consulting
services. Consulting expenses paid in cash for financial and investor relations
services increased by approximately $165,000 over the comparable period in 2000.
The Company initiated procedures to cancel or not to renew outside consulting
agreements during the fourth quarter of 2001.

         The expenses associated with clinical trials for the FDA approval
process for the Photon(TM) increased over the 2000 fiscal year by approximately
$67,000. Payroll and benefits expense increased approximately $350,000 from 2000
to 2001. The number of personnel decreased over the second half of 2000, due to
a shift in responsibilities between the Salt Lake and San Diego facilities and
to attrition as a result of the merger. Responsibilities were redistributed
between the two facilities at the beginning of 2001, and personnel were rehired.
A new Chief Financial Officer was hired in the fourth quarter of 2000, filling a
nine-month vacancy. Travel expenses increased by $84,000 in 2001, largely as a
result of travel between the Salt Lake and San Diego facilities and due
diligence pertaining to potential international acquisitions. An increase in
depreciation expense of $42,000 in 2001 was due to the acquisition of
approximately $455,000 of additional capital items and a full year of
depreciation expense which was recognized on the $613,000 of capital equipment
and software purchased in 2000.

         Other increases included general liability and directors' and officers'
insurance premiums totaling $40,000. Amortization expense of the intangible
resulting from the OBF acquisition was $40,000 more than the amortization
expense recorded in 2000 because the purchase did not take place until June
2000. Approximately, $84,000 of expense was contributed by OBF as a result of
closing down their physical operations and transferring the manufacturing
process to San Diego including travel and shipping costs.

         Research and Development expenses (which includes production and
manufacturing support and the service department expenses) increased by
$980,000, or 69%, to $2,405,000 for the twelve months ended December 31, 2001
from $1,425,000 for the same period in 2000. This increase was due principally
to added personnel in engineering, in service and in manufacturing support. As a
result, payroll and benefits expense increased by a total of $692,000 in
anticipation of sales demands which did not occur as expected. Personnel in this
area, therefore, were affected by the layoffs at the end of December 2001 in a
strategic decision to retain and focus resources in the sales and marketing
area. Consulting expense and purchases of sample parts and tooling related to
new product development increased by $182,000, and $145,000, respectively. The
main development project in 2001 was postponed to concentrate sales efforts on
the Company's existing product line and to aggressively pursue FDA approval for
its Photon(TM) laser.

         Net interest income was approximately $6,000 during 2001 compared to
$130,000 for the twelve months ended December 31, 2000 due to increased interest
expense incurred by entering into capital leases for the purchase of certain
fixed assets and due to smaller amounts of cash on deposit during 2001. Other
expense included a charge to expense of $812,000 representing the value of the
350,000 shares of common stock issued to Mentor Corporation in settlement of a
legal action brought against the Company.

         The Company incurred a net loss of $13,044,000, or $.98 per share based
upon 13,245,0000 weighted average shares outstanding for the year ended December
31, 2001. This compares to a net loss of $9,305,000, or $.81 per share, based on
11,547,000 weighted average shares outstanding for the year ended December 31,
2000. The increase in the net loss attributable to common shareholders was due
principally to losses recognized in accordance with Financial Accounting
Standards Board Statement Number 123 ("SFAS 123") in connection with two private
placements offered by the Company in 2001 of $2,901,000 ($2,587,000 was
attributable to the beneficial conversion feature included in the Series E and
Series F Preferred Stock offerings and $314,000 represented the computed value
of the warrants associated with the Series E Preferred Stock offering). No such

                                       24
<PAGE>

expense calculation was included in the net loss for the fiscal year 2000. The
Mentor settlement charge of $812,000 included in the net loss for 2001 was an
increase over the comparable period a year ago.


Fiscal Year Ended December 31, 2000 Compared to Fiscal Year Ended
-----------------------------------------------------------------
December 31, 1999:
------------------

         On June 5, 2000, the Company concluded a pooling of interests
transaction with Vismed, Inc., d/b/a Dicon. As a result of the pooling, and in
accordance with GAAP, the financial results of each organization are reported as
though they were one for all periods presented.

         Consolidated sales increased by $515,000, or 7%, to $7,989,000 for the
twelve months ended December 31, 2000, from $7,474,000 for the comparable period
in 1999. Sales of the phaco surgical line, the ultrasonic product line, and
related accessories increased $2,258,000, which were offset by a decrease in
sales of the Perimeter, the Corneal Topographer, and the Blood Flow Analyzer.

         Sales of the phaco surgical line accounted for approximately
$1,144,000, or 51%, of the $2,258,000 increase in sales from 1999 to 2000. Of
this increase, $1,057,000 was due to sales of the Mentor SIStem and related
consumables and accessories. The increase in sales of the Mentor SIStem from
1999 to 2000 was attributed to the fact that the Mentor product line was
purchased at the end of October 1999, affording only two months of sales
activity in the year 1999, compared to a full year of sales activity in 2000.

         Sales of the ultrasonic product line and related accessories accounted
for approximately 1,114,000, or 49% of the $2,258,000 increase. Shipment of the
ultrasonic product line did not commence until June 1999, once these products
were released for production, affording seven months sales activity in the year
1999, compared to a full year of sales activity in 2000.

         Sales of the Perimeter and Corneal Topographer decreased by $1,717,000
from 1999 to 2000, with approximately 78% of the decrease attributed to sales in
the domestic market. The Perimeter and Corneal Topographer, both mature
products, have seen a decline in sales over the past two years, both at a rate
of approximately 20% per year. The anticipation with the Dicon/Paradigm merger
in mid 2000 was that the combination of sales forces and the Pharmacea-Upjohn
alliance would piggyback these products with the phaco surgical line to begin
their penetration into the ophthalmic market, in addition to the optometric
market, resulting in a growth in their sales. Such growth had not taken place as
of year-end 2000.

         Cost of sales increased by $2,002,000, or 43%, to $6,626,000 for the
twelve months ended December 31, 2000, from $4,624,000 for the like period in
1999. The gross profit on sales of 17% for the fiscal year ended December 31,
2000 was 55% lower than the gross profit on sales of 38% for the year ended
December 31, 1999. This sharp profit margin decline can be attributed
principally to an inventory write-down of $1,596,000 for the fiscal year 2000 to
net realizable value and an increase of $167,000 in the reserve for obsolete
inventory. Many inventory items obtained principally through the acquisition of
new product lines were reduced in cost to reflect obsolescence, technological
advances and product enhancements.

         Of the total inventory write-down amount, $419,000 in parts and
finished goods was utilized for further research and development, $299,000 was
deemed obsolete, and $878,000 was a cost adjustment. Of the $878,000 cost
adjustment, 74% was for the ultrasonic line, 21% for the Mentor line, and 5% for
the Zevex line.

                                       25
<PAGE>

         The Humphrey ultrasonic product line was purchased in July 1998, the
Mentor line in October 1999, and the Zevex inventory in November 1999. Because
of engineering redesign, many of the raw material components associated with all
three product lines were changed to reflect current technology, and/or were
found at lower costs after re-quoting suppliers. In the process of redesigning
for production, some components were deemed obsolete. The $299,000 deemed
obsolete consisted of items from all product lines.

         Marketing and selling expenses increased by $994,000, or 34%, to
$3,950,000 for the twelve months ended December 31, 2000, from $2,956,000 for
the comparable period in 1999. This increase was partly the result of the
addition of three international area managers in an effort to improve the
international distribution system, and employing a United States direct sales
force rather than working through distributors. Payroll expenses increased by
$384,000, commissions increased by $95,000 and travel expenses increased by
$66,000. The increase also included building of additional awareness in the
international market, increased tradeshow participation, and updating marketing
materials to reflect company integration due to the merger. This resulted in an
increase in advertising and tradeshow expenses of $399,000.

         General and administrative expenses increased by $2,049,000, or 61%, to
$5,432,000 for the twelve months ended December 31, 2000, from $3,383,000 for
the comparable period in 1999. This increase was mainly due to certain non-cash
transactions in the total amount of $1,883,000, resulting from warrants granted
to non-employees as payment for services, stock bonuses granted to officers of
the company, and stock granted to non-employees as payment for services. Also
included in the increase is $167,000 paid to Cyndel & Co. for consulting
services rendered during the year 2000.

         Research and development expenses increased by $205,000, or 17%, to
$1,425,000 for the twelve months ended December 31, 2000, from $1,220,000 for
the same period in 1999. This increase was due in part as the result of added
personnel in engineering and regulatory affairs increasing personnel costs by
$91,000. Expenses related to new product development increased by $32,000, and
FDA clinical expenses increased by $14,000.

         Other income (expense) increased by $161,000, or 732%, to $139,000 for
the twelve months ended December 31, 2000, from ($22,000) for the same period in
1999. This was due to interest earned on investment in money market instruments
in the year 2000 and a decrease in interest paid on debt in the same year.

         The Company had a net loss of $9,305,000, or $.81 per share, based on
11,547,000 weighted average shares outstanding for the year ended December 31,
2000. This is compared to a net loss of $4,731,000, or $.62 per share, based on
7,655,000 weighted average shares outstanding for the year ended December 31,
1999, an increase of $4,574,000. The increase in the net loss was partially
attributable to the Black-Scholes valuation for warrants granted non-employees
in payment for services ($529,000), the valuation of stock granted non-employees
and officers of the company ($1,404,000), and a write-down of inventory
($1,596,000) principally for devaluation of certain active inventory items due
to technical advances, product enhancements, and obsolescence. The increase was
also attributable to an increase in consulting and regulatory fees paid in
connection with ISO 9001 and CE Mark certification and FDA compliance of
$195,000, investment banking fees of $138,000 and in the addition of personnel
company-wide for $389,000.

Liquidity and Capital Resources

         The Company used cash in operating activities of $8,799,000 for twelve
months ended December 31, 2001, compared to $5,424,000 for the twelve months
ended December 31, 2000. The Company increased its net inventory balance by

                                       26
<PAGE>

$684,000 during the year in anticipation of building product to meet sales
demand, more specifically, for the Blood Flow Analyzer and the P45 ultrasonic
Biomicroscope workstation plus. Trade receivables increased mainly due to the
increased sales during the fourth quarter 2001 of $787,000. The Company incurred
higher operating expenses during the year related to sales and marketing and
product development and service. The company used cash in investing activities
of $246,000 for the twelve months ended December 31, 2001, compared to $725,000
for the year 2000. The difference was due to investment in property and
equipment for production of the Precisionist(TM) system, the move to a larger
facility, and cash paid for the acquisition of OBF Labs and the merger with
Vismed d/b/a Dicon during 2000. Net cash provided by financing activities for
the twelve months ended December 31, 2001, was $9,553,000, compared to
$7,225,000 for the year ended December 31, 2000. The Company received $8,964,000
in net proceeds from two private placements, the Series E and Series F Preferred
Stock offerings during 2001. The Company also sold 392,000 shares of its common
stock under the $20,000,000 equity line for $673,000 in 2001. Debt reduction for
the year was $85,000.

         As the Company gained regulatory approval of its products, it was
aggressive in gaining market presence. The majority of revenues during 2000 were
derived from the sales of product in foreign countries. Because of the foreign
nature of these revenues and the more liberal acceptance of customers in order
to gain market share and product awareness, the Company experienced difficulty
in the collection of receivables. As of December 31, 2000, the Company's
allowance for doubtful accounts was 19% of total outstanding receivables. 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 13% of total outstanding receivables as of December 31,
2001. Much of the increase in the outstanding receivable balance occurred during
the fourth quarter of 2001 due to the increased sales of primarily the Blood
Flow Analyzer(TM) in the United States. The Company has addressed its credit
procedures and collection efforts during 2001 and believes that the enhanced
procedures will produce positive results. Therefore, the Company believes that
the allowance for doubtful accounts is adequate at 13% of total outstanding
receivables as of December 31, 2001 compared to 19% of the 2000 year end
receivable balance.

         The Company carries an allowance for obsolete inventory of $371,000 as
of December 31, 2001, or approximately 7% of total inventory. The Company
recorded an allowance for obsolete inventory of $489,000 which was approximately
10% of total inventory at December 31, 2000 and incurred $1,596,000 of expenses
by adjusting inventory to its net realizable value during 2000. 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 acquired substantial inventory,
some of which the eventual use and recoverability was uncertain.

         At the present time the Company has raised a limited amount of funds
through a $20,000,000 equity line of credit under an investment banking
arrangement, which the Company will continue to use, if required. Management
anticipates that the combination of existing working capital and the private
equity line of credit will be sufficient to assure continuation of the Company's
operations through December 31, 2001. The Company will also seek funding to meet
its working capital requirements through other collaborative arrangements and
strategic alliances, additional public offerings and/or private placements of
its securities or bank borrowings, if necessary. There can be no assurance,
however, that additional funds, if required, will be available from any of the
foregoing or other sources on favorable terms.

         At December 31, 2001, the Company had net operating loss carry-forwards
(NOLs) of approximately $34,000,000 and research and development tax credit
carry-forwards of approximately $240,000. These carry-forwards are available to
offset future taxable income, if any, and began to expire in the year 2001 and

                                       27
<PAGE>

extend for twenty years. The Company's ability to use its NOLs to offset future
income is dependent upon the tax laws in effect at the time the NOLs can be
utilized. The Tax Reform Act of 1996 significantly limits the annual amount that
can be utilized for certain of these carry-forwards as a result of changes of
ownership.


Effect of Inflation and Foreign Currency Exchange

         The Company has not realized a reduction in the selling price of the
Precisionist phaco system as a result of domestic inflation. Nor has the Company
experienced unfavorable profit reductions due to currency exchange fluctuations
or inflation with its foreign customers. All sales transactions to date have
been denominated is US Dollars.


Impact of New Accounting Pronouncements

         In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards No. 141 ("SFAS 141"), "Business
Combinations." SFAS 141 eliminates the pooling-of-interests method of accounting
for business combinations except for qualifying business combinations that were
initiated prior to July 1, 2001. In addition, SFAS 141 further clarifies the
criteria to recognize intangible assets separately from goodwill. Specifically,
SFAS 141 requires that an intangible asset may be separately recognized only if
such an asset meets specific criterion. The requirements of Statement 141 are
effective for any business combination accounted for by the purchase method that
is completed after June 30, 2001. The Company is currently evaluating the impact
of SFAS 141 and has not yet determined the impact that adopting SFAS 141 will
have on its financial statements. On adoption, the Company will be required to
reassess the goodwill and intangible assets previously recorded in acquisitions
prior to July 1, 2001 to determine if the new recognition criteria for an
intangible asset to be recognized apart from goodwill are met.

         In July 2001, the FASB issued Statements of Financial Accounting
Standards No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets." Under
SFAS 142, goodwill and indefinite lived intangible assets are no longer
amortized but are reviewed annually (or more frequently if impairment indicators
arise) for impairment. For intangible assets with indefinite useful lives, the
impairment review will involve a comparison of fair value to carrying value,
with any excess of carrying value over fair value being recorded as an
impairment loss. For goodwill, the impairment test shall be a two-step process,
consisting of a comparison of the fair value of a reporting unit with its
carrying amount, including the goodwill allocated to each reporting unit. If the
carrying amount is in excess of the fair value, the implied fair value of the
reporting unit goodwill is compared to the carrying amount of the reporting unit
goodwill. Any excess of the carrying value of the reporting unit goodwill over
the implied fair value of the reporting unit goodwill will be recorded as an
impairment loss. Separable intangible assets that are deemed to have a finite
life will continue to be amortized over their useful lives (but with no maximum
life). Intangible assets with finite useful lives will continue to be reviewed
for impairment in accordance with Statements of Financial Accounting Standards
No. 121 ("SFAS 121"), "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of."

         The amortization provisions of SFAS 142 apply to goodwill and
intangible assets acquired after June 30, 2001. With respect to goodwill and
intangible assets acquired prior to July 1, 2001, the Company will apply the new
accounting rules beginning July 1, 2002 and will reassess the useful lives of
its separately recognized intangible assets in the third quarter of fiscal 2002.
The Company will review for impairment previously recognized intangible assets
that are deemed to have indefinite lives upon the completion of this analysis in

                                       28
<PAGE>

the first quarter of fiscal 2003. Additionally, upon the adoption of SFAS 142,
the Company will perform a transitional impairment review related to the
carrying value of goodwill as of July 1, 2002 by the end of the third quarter of
fiscal 2002. The Company is currently in the process of determining its
reporting units for the purpose of applying the impairment test, analyzing how
fair value will be determined for purposes of applying SFAS 142 and quantifying
the anticipated impact of adopting the provisions of SFAS 142. Amortization of
goodwill was $80,000 for the twelve months ended December 31, 2001.

         In August 2001, the FASB issued Statement of Financial Accounting
Standards No. 144 ("SFAS 144"), "Accounting for the Impairment or Disposal of
Long-Lived Assets," which supercedes SFAS 121 and the provisions of Accounting
Principles Board Opinion (APB 30), "Reporting the Results of Operations --
Reporting the Effects of Disposal of a Segment of a Business, and extraordinary,
Unusual and Infrequently Occurring Events and Transactions" with regard to
reporting the effects of a disposal of a segment of a business. SFAS 144 retains
many of the provisions of FAS 121, but significantly changes the criteria that
would have to be met to classify an asset as held for disposal such that
long-lived assets to be disposed of other than by sale are considered held and
used until disposed of. In addition, SFAS 144 retains the basic provisions of
APB 30 for presentation of discontinued operations in the statement of
operations but broadens that presentation to a component of an entity. The
Company will apply SFAS 144 beginning July 1, 2002. The Company is currently
evaluating the potential impact, if any, the adoption of SFAS 144 will have on
its financial position and results of operations.

Item 7. Financial Statements


                                               PARADIGM MEDICAL INDUSTRIES, INC.
                                                   Index to Financial Statements

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


                                                                          Page
                                                                          ----

Report of Tanner + Co.                                                    F-2


Balance Sheet                                                             F-3


Statement of Operations                                                   F-4


Statement of Stockholders' Equity                                         F-5


Statement of Cash Flows                                                   F-6


Notes to Financial Statements                                             F-7



--------------------------------------------------------------------------------
                                                                             F-1

<PAGE>


                                                    INDEPENDENT AUDITORS' REPORT






To the Board of Directors of
Paradigm Medical Industries, Inc.


We have audited the balance  sheet of Paradigm  Medical  Industries,  Inc.  (the
Company) as of December  31, 2001,  and the related  statements  of  operations,
stockholders'  equity,  and cash flows for the years ended December 31, 2001 and
2000.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Paradigm Medical  Industries,
Inc. as of December 31,  2001,  and the results of its  operations  and its cash
flows  for the years  ended  December  31,  2001 and 2000,  in  conformity  with
accounting principles generally accepted in the United States of America.



                                            TANNER + CO.



Salt Lake City, Utah
March 2, 2001
                                                                             F-2
<PAGE>
<TABLE>
<CAPTION>


                                                                         PARADIGM MEDICAL INDUSTRIES, INC.
                                                                                             Balance Sheet

                                                                                         December 31, 2001
----------------------------------------------------------------------------------------------------------

              Assets
              ------
<S>                                                                                      <C>
Current assets:
     Cash                                                                                $       2,702,000
     Receivables, net                                                                            2,394,000
     Inventories, net                                                                            5,131,000
     Prepaid and other assets                                                                      327,000
                                                                                         -----------------

                  Total current assets                                                          10,554,000

Intangibles, net                                                                                 1,158,000
Property and equipment, net                                                                        840,000
Other assets                                                                                        90,000
                                                                                         -----------------

                  Total assets                                                           $      12,642,000
                                                                                         -----------------

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

              Liabilities and Stockholders' Equity
              ------------------------------------

Current liabilities:
     Payables                                                                            $       1,217,000
     Accrued liabilities                                                                         1,572,000
     Current portion of capital lease obligations                                                   59,000
                                                                                         -----------------

                  Total current liabilities                                                      2,848,000
                                                                                         -----------------

Capital lease obligations, net of current portion                                                  124,000
                                                                                         -----------------

Commitments and contingencies                                                                            -

Stockholders' equity:
     Preferred stock, $.001 par value, 5,000,000 shares authorized,
       91,392 shares issued and outstanding (aggregate liquidation
       preference of $6,726,000)                                                                         -
     Common stock, $.001 par value, 20,000,000 shares authorized,
       15,072,531 shares issued and outstanding                                                     15,000
     Additional paid-in capital                                                                 52,156,000
     Accumulated deficit                                                                       (42,501,000)
                                                                                         -----------------

                  Total stockholders' equity                                                     9,670,000
                                                                                         -----------------

                  Total liabilities and stockholders' equity                             $      12,642,000
                                                                                         -----------------



----------------------------------------------------------------------------------------------------------
See accompanying notes to financial statements.                                                        F-3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                                                         PARADIGM MEDICAL INDUSTRIES, INC.
                                                                                   Statement of Operations

                                                                                  Years Ended December 31,
----------------------------------------------------------------------------------------------------------

                                                                              2001             2000
                                                                        ----------------------------------

<S>                                                                     <C>                <C>
Sales                                                                   $      7,919,000   $     7,989,000

Cost of sales                                                                  4,912,000         6,626,000
                                                                        ----------------------------------

         Gross profit                                                          3,007,000         1,363,000
                                                                        ----------------------------------

Operating expenses:
     General and administrative                                                5,125,000         5,432,000
     Marketing and selling                                                     4,762,000         3,950,000
     Research and development                                                  2,405,000         1,425,000
                                                                        ----------------------------------

         Total operating expenses                                             12,292,000        10,807,000
                                                                        ----------------------------------

         Operating loss                                                       (9,285,000)       (9,444,000)
                                                                        ----------------------------------

Other income (expense):
     Interest income                                                              48,000           146,000
     Interest expense                                                            (41,000)          (16,000)
     Other income (expense)                                                     (865,000)            9,000
                                                                        ----------------------------------

         Total other income (expense)                                           (858,000)          139,000
                                                                        ----------------------------------

         Loss before provision for income taxes                              (10,143,000)       (9,305,000)

Provision for income taxes                                                             -                 -
                                                                        ----------------------------------

         Net loss                                                       $    (10,143,000)   $   (9,305,000)
                                                                        ----------------------------------

Beneficial conversion feature on Series E preferred stock                    (2,587,000)                 -
Deemed dividend from Series E preferred detachable
  warrants                                                                     (314,000)                 -
                                                                        ----------------------------------

Net loss applicable to common shareholders                              $    (13,044,000)   $   (9,305,000)
                                                                        ----------------------------------

Loss per common share - basic and diluted                               $           (.98)   $         (.81)
                                                                        ----------------------------------

Weighted average common shares - basic and diluted                            13,245,000        11,547,000
                                                                        ----------------------------------


----------------------------------------------------------------------------------------------------------
See accompanying notes to financial statements.                                                        F-4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                                                                 PARADIGM MEDICAL INDUSTRIES, INC.
                                                                                                 Statement of Stockholders' Equity

                                                                                            Years Ended December 31, 2001 and 2000
----------------------------------------------------------------------------------------------------------------------------------


                                   Preferred                          Additional                         Stock
                                    Stock          Common Stock        Paid-In       Treasury Stock   Subscription   Accumulated
                                  (see Note 8)   Shares     Amount     Capital      Shares   Amount    Receivable      Deficit
                                  ------------------------------------------------------------------------------------------------

<S>                                <C>         <C>        <C>        <C>            <C>    <C>        <C>            <C>
Balance at January 1, 2000         $      -    9,707,078  $ 10,000   $ 31,142,000   2,600  $ (4,000)  $  (8,000)     $ (23,053,000)

Treasury stock retired                    -       (2,600)        -         (4,000) (2,600)    4,000           -                  -

Conversion of preferred stock             -      297,238         -              -       -         -           -                  -

Issuance of common stock for:
  Cash                                    -      910,933     1,000      2,571,000       -         -           -                  -
  Exercise of warrants and
     stock options                        -    1,355,646     1,000      4,841,000       -         -           -                  -
  Assets                                  -      100,000         -        675,000       -         -           -                  -
  Services                                -      242,894     1,000      1,403,000       -         -           -                  -

Issuance of stock options and
warrants for services                     -            -         -        529,000       -         -           -                  -


Net loss                                  -            -         -              -       -         -           -         (9,305,000)
                                  ------------------------------------------------------------------------------------------------

Balance at December 31,2000               -   12,611,189    13,000     41,157,000       -         -      (8,000)       (32,358,000)

Issuance of Series E
preferred stock for cash                  -            -         -      4,607,000       -         -           -                  -

Issuance of Series F
preferred stock for cash                  -            -         -      4,358,000       -         -           -                  -

Conversion of preferred stock             -    1,758,617     2,000         (2,000)      -         -           -                  -

Issuance of common stock for:
  Cash                                    -      328,725         -        673,000       -         -           -                  -
  Settlement of litigation                -      350,000         -        812,000       -         -           -                  -
  Services                                -       24,000         -         48,000       -         -           -                  -
  Compensation                            -            -         -              -       -         -       8,000                  -

Issuance of stock options and
warrants for services                     -            -         -        503,000       -         -           -                  -


Net loss                                  -            -         -              -       -         -           -        (10,143,000)
                                  ------------------------------------------------------------------------------------------------

Balance at December 31, 2001      $       -   15,072,531  $ 15,000   $ 52,156,000       -  $      -   $       -      $  42,501,000
                                  ------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to financial statements.                                                                                F-5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                                         PARADIGM MEDICAL INDUSTRIES, INC.
                                                                                   Statement of Cash Flows

                                                                                  Years Ended December 31,
-----------------------------------------------------------------------------------------------------------


                                                                                2001             2000
                                                                        ----------------------------------
<S>                                                                     <C>                <C>
Cash flows from operating activities:
     Net loss                                                           $    (10,143,000)  $    (9,305,000)
     Adjustments to reconcile net loss to net
       cash used in operating activities:
         Depreciation and amortization                                           671,000           528,000
         Issuance of common stock for compensation                                 8,000                 -
         Issuance of common stock for services                                    48,000         1,404,000
         Issuance of stock option/warrant for services                           503,000           529,000
         Common stock issued for settlement                                      812,000                 -
         Provision for losses on receivables                                           -           (30,000)
         Provision for losses on inventory                                             -           489,000
         (Gain) loss on disposal of assets                                        23,000            (2,000)
         (Increase) decrease in:
              Receivables                                                       (787,000)          153,000
              Inventories                                                       (684,000)          449,000
              Prepaid and other assets                                          (152,000)            4,000
         Increase (decrease) in:
              Payables                                                           530,000           140,000
              Accrued liabilities                                                372,000           217,000
                                                                        ----------------------------------

                  Net cash used in
                  operating activities                                        (8,799,000)       (5,424,000)
                                                                        ----------------------------------

Cash flows from investing activities:
     Purchase of property and equipment                                         (220,000)         (613,000)
     Increase in intangibles                                                     (26,000)          (26,000)
     Proceeds from the disposal of assets                                              -             9,000
     Net cash paid in acquisition                                                      -           (95,000)
                                                                        ----------------------------------

                  Net cash used in
                  investing activities                                          (246,000)         (725,000)
                                                                        -----------------------------------

Cash flows from financing activities:
     Proceeds from issuance of Series E preferred stock                        4,607,000                 -
     Proceeds from issuance of Series F preferred stock                        4,358,000                 -
     Proceeds from issuance of common stock                                            -         2,572,000
     Principal payments on notes payable and long-term debt                      (85,000)         (189,000)
     Proceeds from exercise of common stock warrants and options                 673,000         4,842,000
                                                                        ----------------------------------

                  Net cash provided by
                  financing activities                                         9,553,000         7,225,000
                                                                        ----------------------------------

Net increase in cash                                                             508,000         1,076,000

Cash, beginning of year                                                        2,194,000         1,118,000
                                                                        ----------------------------------

Cash, end of year                                                       $      2,702,000   $     2,194,000
                                                                        ----------------------------------

-----------------------------------------------------------------------------------------------------------
See accompanying notes to financial statements.                                                        F-6
</TABLE>
<PAGE>

                                               PARADIGM MEDICAL INDUSTRIES, INC.
                                                   Notes to Financial Statements

                                                      December 31, 2001 and 2000
--------------------------------------------------------------------------------

1.   Organization       Organization
     and Significant    Paradigm  Medical  Industries,  Inc.  (the Company) is a
     Accounting         Delaware  Corporation  incorporated in October 1989. The
     Policies           Company   is  engaged   in  the   design,   development,
                        manufacture,  and sale of high  technology  surgical and
                        diagnostic eye care products.  Its surgical equipment is
                        designed to perform minimally  invasive cataract surgery
                        and  is  comprised  of  surgical   devices  and  related
                        instruments  and   accessories,   including   disposable
                        products.  Its diagnostic products include a pachymeter,
                        an A-Scan, an A/B Scan, a biomicroscope,  a perimeter, a
                        corneal topographer, and a blood flow analyzer.

                        Its  ultrasound   diagnostic  products  technology  were
                        acquired from Humphrey Systems in 1998. In October 1999,
                        the  Company  purchased  the  inventory  and  design and
                        production rights of another line of surgical equipment,
                        also  designed to perform  minimally  invasive  cataract
                        surgery.  The line includes the Mentor SIStem (TM),  the
                        Odyssey (TM), and the Surgitrol  (TM). In November 1999,
                        the Company entered into a Mutual Release and Settlement
                        Agreement  with  the  manufacturer  of the  Precisionist
                        Thirty Thousand (TM) in which the Company  purchased the
                        raw  materials  and  finished  goods  inventory to bring
                        manufacture  of this  product  in-house.  The Dicon (TM)
                        perimeter and the Dicon (TM)  topographer  were acquired
                        when the Company acquired Vismed in June 2000. The blood
                        flow  analyzer was  acquired  when Ocular Blood Flow LTD
                        (OBF) was purchased in June 2000.

--------------------------------------------------------------------------------
                                                                             F-7
<PAGE>


                                               PARADIGM MEDICAL INDUSTRIES, INC.
                                                   Notes to Financial Statements
                                                                       Continued

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

1.   Organization       Liquidity
     and Significant    The Company has incurred  net losses and  negative  cash
     Accounting         flows  from  operating  activities  for the years  ended
     Policies           December  31,  2001  and  2000  and  has an  accumulated
     Continued          deficit. The Company currently has a private equity line
                        of  credit  agreement  with  Triton  West  Group,  Inc.,
                        (Triton),  which  allows the Company to sell $20 million
                        of common stock over a three year period  beginning June
                        30, 2000 to Triton by tendering  put notices to purchase
                        shares. The company sold approximately 329,000 shares of
                        common stock for approximately $674,000 during 2001 (see
                        note 5).  Management  believes that the  combination  of
                        existing  working capital and the private equity line of
                        credit will be sufficient to assure  continuation of the
                        Company's  operations  through December 31, 2002. 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  financing  will be
                        available  on terms  acceptable  to the  Company  in the
                        future.   If  the  Company  is  unable  to  obtain  such
                        financing or secure debt financing,  it may be unable to
                        continue development of its products and may be required
                        to substantially curtail operations.

                        Cash Equivalents
                        For  purposes  of the  statement  of  cash  flows,  cash
                        includes  all  cash  and   investments   with   original
                        maturities to the Company of three months or less.

                        The Company  maintains its cash in bank deposit accounts
                        which, at times,  may exceed  federally  insured limits.
                        The  Company  has not  experienced  any  losses  in such
                        account   and   believes   it  is  not  exposed  to  any
                        significant credit risk on cash and cash equivalents.

                        Inventories
                        Inventories  are  stated at the lower of cost or market,
                        cost is determined using the weighted average method.

                        Property and Equipment
                        Property  and  equipment  are  recorded  at  cost,  less
                        accumulated  depreciation.  Depreciation on property and
                        equipment is determined using the  straight-line  method
                        over the  estimated  useful lives of the assets or terms
                        of the lease.  Expenditures  for maintenance and repairs
                        are  expensed   when   incurred  and   betterments   are
                        capitalized.  Gains and losses on sale of  property  and
                        equipment are reflected in operations.

--------------------------------------------------------------------------------
                                                                             F-8
<PAGE>


                                               PARADIGM MEDICAL INDUSTRIES, INC.
                                                   Notes to Financial Statements
                                                                       Continued

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

1.   Organization       Intangible Assets
     and Significant    Intangible  assets  consist  of the  purchase  price  in
     Accounting         excess of net assets  acquired in the purchase of Ocular
     Policies           Blood Flow, Ltd., product rights,  capitalized  payments
     Continued          to manufacturers for engineering and design services and
                        patent costs.  These costs are being amortized using the
                        straight line method over a three to ten year period.

                        Evaluation of Intangible and Other Long-Lived Assets
                        The  Company   evaluates  the  carrying   value  of  the
                        unamortized  balances of intangible and other long-lived
                        assets to  determine  whether  any  impairment  of these
                        assets has  occurred  or  whether  any  revision  to the
                        related   amortization  periods  should  be  made.  This
                        evaluation is based on  management's  projections of the
                        undiscounted  future  cash  flows  associated  with each
                        asset. If management's  evaluation were to indicate that
                        the carrying values of these assets were impaired,  such
                        impairment  would be  recognized  by a write down of the
                        applicable asset.

                        Income Taxes
                        Deferred income taxes are provided in amounts sufficient
                        to  give  effect  to   temporary   differences   between
                        financial  and tax  reporting,  principally  related  to
                        depreciation,  stock compensation  expense,  and accrued
                        liabilities.

                        Earnings Per Share
                        The  computation  of basic  earnings per common share is
                        based  on  the   weighted   average   number  of  shares
                        outstanding during each year.

                        The computation of diluted  earnings per common share is
                        based  on  the   weighted   average   number  of  shares
                        outstanding  during  the  year  plus  the  common  stock
                        equivalents,  which  would  arise from the  exercise  of
                        stock  options  and  warrants   outstanding   using  the
                        treasury  stock method and the average  market price per
                        share during the year.  Options and warrants to purchase
                        6,191,798 and 3,412,181 shares of common stock at prices
                        ranging from $2.00 to $12.98 per share were  outstanding
                        at December  31, 2001 and 2000,  respectively,  but were
                        not   included  in  the  diluted   earnings   per  share
                        calculation   because   the   effect   would  have  been
                        antidilutive.


--------------------------------------------------------------------------------
                                                                             F-9
<PAGE>


                                               PARADIGM MEDICAL INDUSTRIES, INC.
                                                   Notes to Financial Statements
                                                                       Continued

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


1.   Organization       Revenue Recognition
     and Significant    Revenues  for sales of products  that  require  specific
     Accounting         installation   and   acceptance   by  the  customer  are
     Policies           recognized upon such  installation and acceptance by the
     Continued          customer.  Revenues for sales of other surgical systems,
                        ultrasound  diagnostic devices,  and disposable products
                        are  recognized  when the product is  shipped.  A signed
                        purchase agreement and a deposit or payment in full from
                        customers  are  required  before a  product  leaves  the
                        premises.  Title  passes  at  time of  shipment  (F.O.B.
                        shipping point).

                        Research and Development
                        Costs   incurred  in   connection   with   research  and
                        development  activities are expensed as incurred.  These
                        costs  consist of direct and indirect  costs  associated
                        with  specific  projects as well as fees paid to various
                        entities that perform certain  research on behalf of the
                        Company.

                        Concentration of Risk
                        The  market  for  ophthalmic  lasers is subject to rapid
                        technological  change,  including  advances in laser and
                        other  technologies  and the  potential  development  of
                        alternative  surgical  techniques or new  pharmaceutical
                        products.  Development  by  others  of new  or  improved
                        products,  processes or  technologies  may make products
                        developed by the Company obsolete or less competitive.

                        The Company's high technology  product line requires the
                        Company  to  deal  with  suppliers  and   subcontractors
                        supplying  highly  specialized  parts,  operating highly
                        sophisticated   and  narrow   tolerance   equipment  and
                        performing  highly  technical  calculations  and  tasks.
                        Although  there are a limited  number of  suppliers  and
                        manufacturers  that  meet the  standards  required  of a
                        regulated medical device, management believes that other
                        suppliers  and   manufacturers   could  provide  similar
                        components and services.

                        The nature of the Company's  business exposes it to risk
                        from product  liability  claims.  The Company  maintains
                        product liability  insurance providing coverage up to $2
                        million per claim with an  aggregate  policy limit of $2
                        million.  Any losses that the  Company  many suffer from
                        any product  liability  litigation could have a material
                        adverse effect on the Company.

--------------------------------------------------------------------------------
                                                                            F-10
<PAGE>


                                               PARADIGM MEDICAL INDUSTRIES, INC.
                                                   Notes to Financial Statements
                                                                       Continued

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


1.   Organization       Concentration of Risk - Continued
     and Significant    A significant portion of the Company's product sales are
     Accounting         in  foreign   countries.   The  economic  and  political
     Policies           instability  of some  foreign  countries  may affect the
     Continued          ability of medical  personnel to purchase the  Company's
                        products and the ability of the customers to pay for the
                        procedures  for which the  Company's  products are used.
                        Such circumstances could cause a possible loss of sales,
                        which would affect operating results adversely.

                        During the years ended  December  31, 2001 and 2000,  no
                        single  customer  represented  more than 10  percent  of
                        total net sales.

                        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.

                        Warranty
                        The Company provides  product  warranties on the sale of
                        certain products that generally extend for one year from
                        the date of sale.  The  Company  maintains a reserve for
                        estimated warranty costs based on historical  experience
                        and management's best estimates.

                        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.  The
                        appropriate  disclosures  required  by SFAS No.  123 are
                        included in note 10.

--------------------------------------------------------------------------------
                                                                            F-11
<PAGE>


                                               PARADIGM MEDICAL INDUSTRIES, INC.
                                                   Notes to Financial Statements
                                                                       Continued

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

1.   Organization       Stock-Based Compensation - Continued
     and Significant    Stock options and warrants granted to non-employees  for
     Accounting         services are accounted  for in accordance  with SFAS 123
     Policies           which  requires  expense  recognition  based on the fair
     Continued          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.

                        Use  of  Estimates  in  the   Preparation  of  Financial
                        Statements
                        The  preparation  of financial  statements in conformity
                        with  accounting  principles  generally  accepted in the
                        United  States of America  requires  management  to make
                        estimates  and  assumptions  that  affect  the  reported
                        amounts  of assets and  liabilities  and  disclosure  of
                        contingent  assets  and  liabilities  at the date of the
                        financial   statements  and  the  reported   amounts  of
                        revenues  and  expenses  during  the  reporting  period.
                        Actual results could differ from those estimates.

                        Reclassifications
                        Certain  amounts in the 2000 financial  statements  have
                        been  reclassified  to conform with the  presentation of
                        the current year financial statements.


2.   Acquisitions       In June 2000,  the Company  acquired  Vismed,  Inc.  dba
                        Dicon in exchange  for 921,500  shares of common  stock.
                        The business  combination  has been accounted for by the
                        pooling-of-interest  method in  accordance  with APB 16.
                        Accordingly,  the historical  financial  statements have
                        been restated to reflect the combination  with Vismed as
                        if it had  occurred  as of January  1, 1999.  Vismed was
                        founded in 1989 and manufactures  and distributes  Dicon
                        branded  diagnostic  products.  These products include a
                        perimeter  used  to  detect  retinal  sensitivity  and a
                        corneal topographer used to measure the curvature of the
                        cornea which is useful in the fitting of contact  lenses
                        and refractive surgery.

                        In June 2000,  the  Company  completed  the  purchase of
                        Ocular Blood Flow,  Ltd.  (OBF) for $100,000 and 100,000
                        shares  of  common  stock.  This  transaction  has  been
                        accounted for using the purchase  method of  accounting.
                        OBF  manufactures  a blood  flow  analyzer  representing
                        proprietary  technology for measuring  blood flow to the
                        eye. Pro forma results of operations as if the companies
                        had been  combined  have not been  presented  since  OBF
                        operations were not significant.

--------------------------------------------------------------------------------
                                                                            F-12
<PAGE>


                                               PARADIGM MEDICAL INDUSTRIES, INC.
                                                   Notes to Financial Statements
                                                                       Continued

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



3.   Detail of           Receivables:
     Certain              Trade receivables                     $    2,750,000
     Balance              Other                                         14,000
     Sheet                Allowance for doubtful
     Accounts                accounts                                 (370,000)
                                                                ---------------

                                                                $    2,394,000
                                                                ---------------


                         Inventories:
                           Finished goods                       $    2,318,000
                           Raw materials                             2,896,000
                           Work in process                             288,000
                           Reserve for obsolescence                   (371,000)
                                                                ---------------

                                                                $    5,131,000
                                                                ---------------
                         Accrued liabilities:
                           Warranty and return allowance        $      596,000
                           Customer deposits                            41,000
                           Payroll and employee benefits               306,000
                           Royalties                                   145,000
                           Commissions                                 100,000
                           Deferred revenue                            220,000
                           Other                                       164,000
                                                                ---------------

                                                                $    1,572,000
                                                                ---------------


--------------------------------------------------------------------------------
                                                                            F-13
<PAGE>


                                               PARADIGM MEDICAL INDUSTRIES, INC.
                                                   Notes to Financial Statements
                                                                       Continued

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


3.   Detail of          Intangible assets:
     Certain              Purchase price in excess of
     Balance                net asset                           $      799,000
     Sheet                Product and technology rights                773,000
     Accounts             Engineering and design costs                 482,000
     Continued            Patents                                      169,000
                                                                ---------------

                                                                     2,223,000

                        Accumulated amortization                    (1,065,000)
                                                                ---------------

                        Net intangible assets                   $    1,158,000
                                                                ---------------


                        Amortization  expense for the years  ended  December 31,
                        2001 and 2000 was $341,000 and $260,000, respectively.



4.   Property and       Property and equipment consists of the following:
     Equipment
                        Office equipment                        $      770,000
                        Computer equipment                             707,000
                        Automobile                                      52,000
                        Furniture and fixtures                         264,000
                        Leasehold improvements                         227,000
                                                                ---------------

                                                                     2,020,000

                        Accumulated depreciation and
                                amortization                        (1,180,000)
                                                                ---------------

                                                                $      840,000
                                                                ---------------

--------------------------------------------------------------------------------
                                                                            F-14
<PAGE>


                                               PARADIGM MEDICAL INDUSTRIES, INC.
                                                   Notes to Financial Statements
                                                                       Continued

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


5.   Equity Line        The  Company  currently  has a  private  equity  line of
     of Credit          credit agreement with Triton West Group, Inc., (Triton),
                        which  allows the  Company to sell $20 million of common
                        stock over a three year period  beginning  June 30, 2000
                        to Triton by tendering  put notices to purchase  shares.
                        The put  notices  may be  tendered by the Company at the
                        Company's  discretion.  Upon the put  notice  Triton  is
                        obligated  to  purchase  shares  at 88%  of  the  lowest
                        closing  bid  price  on  the  trading  day   immediately
                        following a five day period commencing two days prior to
                        put  notice  and  ending  two days after such put notice
                        date.  The total amount per put is  determined  based on
                        the  stock  closing  bid price  and the 30  trading  day
                        volume, with a maximum put amount of $2 million.

                        The Company sold approximately  329,000 shares of common
                        stock for  approximately  $674,000 during 2001 under the
                        equity line of credit  with  Triton West Group,  Inc. in
                        five  different  transactions  dating from  February 16,
                        2001 to June 21, 2001.


6.   Lease              During the years ended  December 31, 2001 and 2000,  the
     Obligations        Company leased certain  equipment  under  noncancellable
                        capital  leases.  These  leases  provide the Company the
                        option to purchase  the leased  assets at the end of the
                        initial lease term. Assets under capital leases included
                        in fixed assets and are as follows:


                        Computer and other equipment            $      291,000

                        Less accumulated depreciation                  (74,000)
                                                                --------------

                                                                $      217,000
                                                                ---------------

                        Depreciation  expense  on assets  under  capital  leases
                        during the years  ended  December  31, 2001 and 2000 was
                        $54,000 and $10,000, respectively.

--------------------------------------------------------------------------------
                                                                            F-15
<PAGE>


                                               PARADIGM MEDICAL INDUSTRIES, INC.
                                                   Notes to Financial Statements
                                                                       Continued

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



6.   Lease              Capital lease obligations have imputed interest rates of
     Obligations        approximately  15% to 22%.  The  leases  are  secured by
     Continued          equipment.  Future minimum payments on the capital lease
                        obligations are as follows:

                        2002                                      $      87,000
                        2003                                             61,000
                        2004                                             45,000
                        2005                                             37,000
                        2006                                             15,000
                                                                  --------------

                                                                        245,000

                        Less amount representing interest               (62,000)
                                                                  --------------

                        Present value of future minimum
                          lease payments                                183,000

                        Less current portion                            (59,000)
                                                                  --------------

                        Long-term portion                         $     124,000
                                                                  --------------

                        The Company  leases office and warehouse  space under an
                        operating   lease   agreement.   Future  minimum  rental
                        payments under the noncancellable  operating lease as of
                        December 31, 2001 are approximately as follows:

                        Year Ending December 31,                       Amount
                        ------------------------                  --------------

                         2002                                     $     340,000
                         2003                                            51,000
                                                                  -------------

                        Total future minimum rental payments      $     391,000
                                                                  --------------


                        Rent expense related to  noncancelable  operating leases
                        was  approximately  $435,000  and $362,000 for the years
                        ended December 31, 2001 and 2000, respectively.

--------------------------------------------------------------------------------
                                                                            F-16
<PAGE>


                                               PARADIGM MEDICAL INDUSTRIES, INC.
                                                   Notes to Financial Statements
                                                                       Continued

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



7.   Income             The provision for income taxes is different than amounts
     Taxes              which  would  be  provided  by  applying  the  statutory
                        federal  income tax rate to loss  before  provision  for
                        income taxes for the following reasons:

                                                      Years Ended
                                                      December 31,
                                           -----------------------------------
                                                  2001             2000
                                           -----------------------------------

   Federal income tax benefit at
     Statutory rate                        $      3,753,000   $     3,443,000
   Expiration of research and
     development tax credit
     carryforwards                                 (181,000)         (107,000)
   Tax credits                                            -            44,000
   Amortization of goodwill                         (30,000)          (15,000)
   Other                                            (28,000)          (20,000)
   Change in valuation allowance                 (3,514,000)       (3,345,000)
                                           -----------------------------------

                                           $              -   $            -
                                           -----------------------------------

                        Deferred tax assets  (liabilities)  are comprised of the
                        following:

   Net operating loss carryforward                           $      12,791,000
   Depreciation and amortization                                       106,000
   Allowance and reserves                                              557,000
   Research and development tax credit
     carryforwards                                                      59,000
                                                             ------------------

                                                                    13,513,000

   Valuation allowance                                             (13,513,000)
                                                            ------------------

                                                             $               -
                                                            ------------------

                        A valuation  allowance has been  established for the net
                        deferred  tax  asset  due  to  the  uncertainty  of  the
                        Company's ability to realize such asset.

--------------------------------------------------------------------------------
                                                                            F-17
<PAGE>


                                               PARADIGM MEDICAL INDUSTRIES, INC.
                                                   Notes to Financial Statements
                                                                       Continued

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



7.   Income             At December 31, 2001, the Company had net operating loss
     Taxes              carryforwards of approximately  $34,000,000 and research
     Continued          and    development   tax   credit    carryforwards    of
                        approximately   $240,000.    These   carryforwards   are
                        available to offset future  taxable  income and began to
                        expire in 2001 and extend to 2020.  The  utilization  of
                        the net operating loss  carryforwards  is dependent upon
                        the tax laws in  effect  at the  time the net  operating
                        loss  carryforwards can be utilized.  The Tax Reform Act
                        of 1986 significantly  limits the annual amount that can
                        be  utilized  for  certain of these  carryforwards  as a
                        result of the change in ownership.


8.   Capital  Stock     The Company has  established a series of preferred stock
                        with a total of  5,000,000  authorized  shares and a par
                        value of $.001,  and one  series of common  stock with a
                        par value of $.001 and a total of 20,000,000  authorized
                        shares.

                        Series A Preferred Stock
                        On September 1, 1993,  the Company  established a series
                        of  non-voting  preferred  shares  designated  as the 6%
                        Series A Preferred  Stock,  consisting of 500,000 shares
                        with $.001 par value.  The Series A Preferred  Stock has
                        the following rights and privileges:

                        1. The holders of the shares are  entitled to  dividends
                           at the rate of twenty-four cents ($.24) per share per
                           annum,  payable in cash only from surplus earnings of
                           the  Company  or in  additional  shares  of  Series A
                           Preferred Stock. The dividends are non-cumulative and
                           therefore  deficiencies in dividend payments from one
                           year are not carried forward to the next year.

                        2. Upon the  liquidation of the Company,  the holders of
                           the Series A Preferred Stock are entitled to receive,
                           prior to any  distribution  of any  assets or surplus
                           funds to the holders of shares of common stock or any
                           other stock, an amount equal to $1.00 per share, plus
                           any  accrued  and  unpaid  dividends  related  to the
                           fiscal year in which such liquidation  occurs.  Total
                           liquidation  preference  at  December  31,  2001  was
                           $6,000.

                        3. The  shares  are  convertible  at the  option  of the
                           holder at any time into  common  shares,  based on an
                           initial  conversion  rate of one  share  of  Series A
                           Preferred Stock for 1.2 common shares.

--------------------------------------------------------------------------------
                                                                            F-18
<PAGE>


                                               PARADIGM MEDICAL INDUSTRIES, INC.
                                                   Notes to Financial Statements
                                                                       Continued

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


8.   Capital  Stock     Series A Preferred Stock - Continued
     Continued          4. he holders of the shares have no voting rights.

                        5. The Company  may,  at its  option,  redeem all of the
                           then  outstanding  shares of the  Series A  Preferred
                           Stock at a price of $4.50 per share, plus accrued and
                           unpaid dividends  related to the fiscal year in which
                           such redemption occurs.

                        Series B Preferred Stock
                        On May 9,  1994,  the  Company  established  a series of
                        non-voting  preferred shares  designated as 12% Series B
                        Preferred Stock, consisting of 500,000 shares with $.001
                        par  value.  The  Series  B  Preferred  Stock  have  the
                        following rights and privileges:

                        1. The holders of the shares are  entitled to  dividends
                           at the rate of forty-eight cents ($.48) per share per
                           annum,  payable in cash only from surplus earnings of
                           the  Company  or in  additional  shares  of  Series B
                           Preferred Stock. The dividends are non-cumulative and
                           therefore  deficiencies in dividend payments from one
                           year are not carried forward to the next year.

                        2. Upon the  liquidation of the Company,  the holders of
                           the Series B Preferred Stock are entitled to receive,
                           prior to any  distribution  of any  assets or surplus
                           funds to the holders of shares of common stock or any
                           other stock, an amount equal to $4.00 per share, plus
                           any  accrued  and  unpaid  dividends  related  to the
                           fiscal year in which such  liquidation  occurs.  Such
                           right,  however,  is subordinate to the rights of the
                           holders  of  Series A  Preferred  Stock to  receive a
                           distribution  of $1.00 per  share  plus  accrued  and
                           unpaid  dividends.  Total  liquidation  preference at
                           December 31, 2001 was $36,000.

                        3. The  shares  are  convertible  at the  option  of the
                           holder at any time into  common  shares,  based on an
                           initial  conversion  rate of one  share  of  Series B
                           Preferred Stock for 1.2 common shares.

                        4. The holders of the shares have no voting rights.


--------------------------------------------------------------------------------
                                                                            F-19
<PAGE>


                                               PARADIGM MEDICAL INDUSTRIES, INC.
                                                   Notes to Financial Statements
                                                                       Continued

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


8.   Capital  Stock     Series B Preferred Stock - Continued
     Continued          5. The Company  may,  at its  option,  redeem all of the
                           then  outstanding  share of the  Series  B  Preferred
                           Stock at a price of $4.50 per share, plus accrued and
                           unpaid dividends  related to the fiscal year in which
                           such redemption occurs.

                        Series C Preferred Stock
                        In January 1998, the Company  authorized the issuance of
                        a total of 30,000  shares of Series C  Preferred  Stock,
                        $.001  par  value,  $100  stated  value.  The  Series  C
                        Preferred   Stock   have  the   following   rights   and
                        privileges:

                        1. The holders of the shares are  entitled to  dividends
                           at the  rate  of  12%  per  share  per  annum  of the
                           aggregate    stated   value.    The   dividends   are
                           non-cumulative   and,   therefore,   deficiencies  in
                           dividend  payments  from  one  year  are not  carried
                           forward to the next year.

                        2. Upon the  liquidation of the Company,  the holders of
                           the Series C Preferred  Stock are entitled to receive
                           an amount per share  equal to the  greater of (a) the
                           amount they would have received if they had converted
                           the shares  into shares of Common  Stock  immediately
                           prior to such  liquidation  plus  declared but unpaid
                           dividends;  or  (b)  the  stated  value,  subject  to
                           adjustment.

                        3. Each  share  is  convertible,  at the  option  of the
                           holder  at any  time  until  January  1,  2002,  into
                           approximately  57.14  shares  of  common  stock at an
                           initial conversion price,  subject to adjustments for
                           stock splits, stock dividends and certain combination
                           or  recapitalization  of the common  stock,  equal to
                           $1.75 per share of common stock.

                        4. The holders of the shares have no voting rights.

--------------------------------------------------------------------------------
                                                                            F-20
<PAGE>


                                               PARADIGM MEDICAL INDUSTRIES, INC.
                                                   Notes to Financial Statements
                                                                       Continued

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



8.   Capital  Stock     Series D Preferred Stock
     Continued          In  January  1999,  the  Company's  Board  of  Directors
                        authorized  the issuance of a total of 1,140,000  shares
                        of  Series D  Preferred  Stock  $.001 par  value,  $1.75
                        stated  value.  The  Series D  Preferred  Stock  has the
                        following rights and privileges:

                        1. The holders of the shares are  entitled to  dividends
                           at the  rate  of  10%  per  share  per  annum  of the
                           aggregate    stated   value.    The   dividends   are
                           non-cumulative   and,   therefore,   deficiencies  in
                           dividend  payments  from  one  year  are not  carried
                           forward to the next year.

                        2. Upon the  liquidation of the Company,  the holders of
                           the Series D Preferred  Stock are entitled to receive
                           an amount per share  equal to the  greater of (a) the
                           amount they would have  received  had they  converted
                           the shares into  Common  Stock  immediately  prior to
                           such   liquidation   plus  all  declared  but  unpaid
                           dividends;  or  (b)  the  stated  value,  subject  to
                           adjustment.  Total liquidation preference at December
                           31, 2001 was $18,000.

                        3. Each  share  is  convertible,  at the  option  of the
                           holder at any time until  January  1, 2002,  into one
                           share of Common Stock at an initial conversion price,
                           subject to adjustment.  The Series D Preferred  Stock
                           shall be converted into one share of the Common Stock
                           subject to  adjustment  (a) on January 1, 2002 or (b)
                           upon 30 days  written  notice by the  Company  to the
                           holders  of the  Shares,  at any time  after  (i) the
                           30-day  anniversary of the registration  statement on
                           which  the  shares  of  Common  Stock  issuable  upon
                           conversion  of the  Series  D  Preferred  Stock  were
                           registered and (ii) the average  closing price of the
                           Common Stock for the 20-day period  immediately prior
                           to the date on which notice of redemption is given by
                           the  Company to the holders of the Series D Preferred
                           Stock is at least  $3.50 per  share.  The  Company in
                           1999  recorded  $872,000 as a  beneficial  conversion
                           feature  related to the differences in the conversion
                           price of the preferred stock to common stock.

                        4. The holders of the shares have no voting rights.

--------------------------------------------------------------------------------
                                                                            F-21
<PAGE>


                                               PARADIGM MEDICAL INDUSTRIES, INC.
                                                   Notes to Financial Statements
                                                                       Continued

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


8.   Capital  Stock     Series E Preferred Stock
     Continued          In May 2001,  the Company  authorized  the issuance of a
                        total of 50,000 shares of Series E Preferred Stock $.001
                        par value,  $100  stated  value.  The Series E Preferred
                        Stock has the following rights and privileges:

                        1. The holders of the shares are  entitled to  dividends
                           at  the  rate  of 8%  per  share  per  annum  of  the
                           aggregate    stated   value.    The   dividends   are
                           non-cumulative   and,   therefore,   deficiencies  in
                           dividend  payments  from  one  year  are not  carried
                           forward to the next year.

                        2. Upon the  liquidation of the Company,  the holders of
                           the Series E Preferred  Stock are entitled to receive
                           an amount per share  equal to the  greater of (a) the
                           amount they would have  received  had they  converted
                           the shares into  Common  Stock  immediately  prior to
                           such   liquidation   plus  all  declared  but  unpaid
                           dividends;  or  (b)  the  stated  value,  subject  to
                           adjustment.  Total liquidation preference at December
                           31, 2001 was $1,930,000.

                        3. Each  share  is  convertible,  at the  option  of the
                           holder  at any  time  until  January  1,  2005,  into
                           approximately  53.33  shares  of  Common  Stock at an
                           initial  conversion price,  subject to adjustment for
                           stock splits, stock dividends and certain combination
                           or  recapitalization  of the common  stock,  equal to
                           $1.875  per  share  of  common  stock.  The  Series E
                           Preferred  Stock shall be converted into Common Stock
                           subject to  adjustment  (a) on January 1, 2005 or (b)
                           upon 30 days  written  notice by the  Company  to the
                           holders  of the  Shares,  at any time  after  (i) the
                           30-day  anniversary of the registration  statement on
                           which  the  shares  of  Common  Stock  issuable  upon
                           conversion  of the  Series  E  Preferred  Stock  were
                           registered and (ii) the average  closing price of the
                           Common Stock for the 20-day period  immediately prior
                           to the date on which notice of redemption is given by
                           the  Company to the holders of the Series E Preferred
                           Stock is at least  $3.50 per  share.  The  Company in
                           2001 recorded  $1,482,000 as a beneficial  conversion
                           feature  related to the differences in the conversion
                           price of the preferred stock to common stock.

--------------------------------------------------------------------------------
                                                                            F-22
<PAGE>


                                               PARADIGM MEDICAL INDUSTRIES, INC.
                                                   Notes to Financial Statements
                                                                       Continued

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


8.   Capital  Stock     Series E Preferred Stock - Continued
     Continued          4. The holders of the shares have no voting rights.

                        5. The holders of the shares  also were issued  warrants
                           to  purchase  shares of common  stock  equal to 1,000
                           warrants  for  every  200  shares   purchased  at  an
                           exercise  price of $4.00 per share.  Each  warrant is
                           exercisable until May 23, 2006.

                        Series F Preferred Stock
                        In August 2001, the Company authorized the issuance of a
                        total of 50,000 shares of Series F Preferred Stock $.001
                        par value,  $100  stated  value.  The Series F Preferred
                        Stock has the following rights and privileges:

                        1. The holders of the shares are  entitled to  dividends
                           at  the  rate  of 8%  per  share  per  annum  of  the
                           aggregate    stated   value.    The   dividends   are
                           non-cumulative   and,   therefore,   deficiencies  in
                           dividend  payments  from  one  year  are not  carried
                           forward to the next year.

                        2. Upon the  liquidation of the Company,  the holders of
                           the Series F Preferred  Stock are entitled to receive
                           an amount per share  equal to the  greater of (a) the
                           amount they would have  received  had they  converted
                           the shares into  Common  Stock  immediately  prior to
                           such   liquidation   plus  all  declared  but  unpaid
                           dividends;  or  (b)  the  stated  value,  subject  to
                           adjustment.  Total liquidation preference at December
                           31, 2001 was $4,736,000.

--------------------------------------------------------------------------------
                                                                            F-23
<PAGE>


                                               PARADIGM MEDICAL INDUSTRIES, INC.
                                                   Notes to Financial Statements
                                                                       Continued

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


8.   Capital  Stock     Series F Preferred Stock - Continued
     Continued          3. Each  share  is  convertible,  at the  option  of the
                           holder  at any  time  until  January  1,  2005,  into
                           approximately  53.33  shares  of  Common  Stock at an
                           initial  conversion price,  subject to adjustment for
                           stock splits, stock dividends and certain combination
                           or  recapitalization  of the common  stock,  equal to
                           $1.875  per  share  of  common  stock.  The  Series F
                           Preferred  Stock shall be converted into Common Stock
                           subject to  adjustment  (a) on January 1, 2005 or (b)
                           upon 30 days  written  notice by the  Company  to the
                           holders  of the  Shares,  at any time  after  (i) the
                           30-day  anniversary of the registration  statement on
                           which  the  shares  of  Common  Stock  issuable  upon
                           conversion  of the  Series  F  Preferred  Stock  were
                           registered and (ii) the average  closing price of the
                           Common Stock for the 20-day period  immediately prior
                           to the date on which notice of redemption is given by
                           the  Company to the holders of the Series F Preferred
                           Stock is at least  $3.50 per  share.  The  Company in
                           2001 recorded  $1,105,000 as a beneficial  conversion
                           feature  related to the differences in the conversion
                           price of the preferred stock to common stock.

                        4. The holders of the shares have no voting rights.


--------------------------------------------------------------------------------
                                                                            F-24
<PAGE>


                                               PARADIGM MEDICAL INDUSTRIES, INC.
                                                   Notes to Financial Statements
                                                                       Continued

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


8.   Capital  Stock     The following table  summarizes preferred stock activity
     Continued          during the years ended December 31, 2001 and 2000:
<TABLE>
<CAPTION>
                                    Series A        Series B        Series C         Series D        Series E        Series F
                               --------------------------------------------------------------------------------------------------
                                 Shares  Amount  Shares  Amount  Shares  Amount   Shares  Amount  Shares  Amount  Shares   Amount
                                -------------------------------------------------------------------------------------------------
<S>                            <C>      <C>      <C>     <C>     <C>     <C>    <C>       <C>    <C>     <C>       <C>     <C>
Balance at January 1, 2000       8,077  $    -   19,236  $   -      500  $  -    313,644  $   -       -  $    -        -   $      -

Conversion of preferred stock   (2,120)      -   (4,000)     -     (500)    -   (261,144)     -       -       -        -          -
                               ----------------------------------------------------------------------------------------------------

Balance at December 31, 2000     5,957       -   15,236      -        -     -     52,500      -       -       -        -          -

Issuance of Series E                 -       -        -      -        -     -          -      -  46,219       -        -          -
preferred stock for cash

Issuance of Series F                 -       -        -      -        -     -          -      -       -       -    52,472         -
preferred stock for cash

Conversion of preferred stock     (210)      -    (6250)     -        -     -    (42,500)     - (26,919)      -    (5,113)        -
                               -----------------------------------------------------------------------------------------------------

Balance at December 31, 2001     5,747  $    -    8,986  $   -        -  $  -     10,000  $   -  19,300  $    -    47,359 $       -
                               -----------------------------------------------------------------------------------------------------

Authorized                     500,000          500,000          30,000        1,140,000         50,000            50,000
                               -----------------------------------------------------------------------------------------------------

Liquidation preference                  $6,000           $36,000         $  -            $18,000        $1,930,000        $4,736,000
                               -----------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                             F-25
</TABLE>
<PAGE>


                                               PARADIGM MEDICAL INDUSTRIES, INC.
                                                   Notes to Financial Statements
                                                                       Continued

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


9.   Stock Option       The Company has a Stock  Option Plan (the Option  Plan),
     Plan and           which  reserves  shares of the Company's  authorized but
     Warrants           unissued common stock for the granting of stock options.
                        Amendments  to the Option Plan  increased  the number of
                        shares of common stock reserved for issuance  thereunder
                        to an aggregate of 2,700,000 shares.

                        The  Option  Plan  provides  for the grant of  incentive
                        stock  options  and   non-qualified   stock  options  to
                        employees and directors of the Company.  Incentive stock
                        options  may be granted  only to  employees.  The Option
                        Plan is  administered  by the  Board of  Directors  or a
                        Compensation  Committee,  which  determines the terms of
                        options granted including the exercise price, the number
                        of shares subject to the option,  and the exercisability
                        of the option.

                        During the year 2001,  the Company  granted  options and
                        warrants to  non-employees.  These  options and warrants
                        were nonforfeitable, vested and fully exercisable at the
                        time of grant. The exercise prices of these options were
                        not issued at a discount to the then market price of the
                        common  stock.  The  options  and  warrants  were valued
                        according to the Black-Scholes pricing model.

                        The Company granted  warrants to purchase 100,000 shares
                        of common stock at an exercise price of $4.00 per share,
                        warrants to purchase 35,000 shares of common stock at an
                        exercise  price of $2.00  per  share,  and  warrants  to
                        purchase  100,000  shares of  common  stock at $3.00 per
                        share in return for consulting services.  As a result of
                        these    warrants    granted   the   Company    recorded
                        approximately  $342,000  of general  and  administrative
                        expense.

                        Warrants to purchase 50,000 shares of common stock at an
                        exercise  price of $4.00 that  vested in  November  2001
                        were  issued  to a  consultant  as an  extension  of the
                        consulting agreement. The Company recognized $133,000 of
                        general and  administrative  expense in connection  with
                        these warrants.

                        In  connection   with  the  Series  E  Preferred   Stock
                        offering,  the  Company  issued  warrants to purchase in
                        aggregate  231,095 shares of common stock at an exercise
                        price of $4.00 per share.

--------------------------------------------------------------------------------
                                                                            F-26
<PAGE>


                                               PARADIGM MEDICAL INDUSTRIES, INC.
                                                   Notes to Financial Statements
                                                                       Continued

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

9.   Stock Option       In addition,  the Company granted the following  options
     Plan and           and  warrants  to  non-employees  during  the year ended
     Warrants           December 31, 2000:
     Continued
                        The Company granted  warrants to purchase 300,000 shares
                        of common stock in  connection  with  private  placement
                        offerings  of common  stock,  the  pooling of  interests
                        merger with Dicon, and other equity raising  activities.
                        The   warrants    were    immediately    fully   vested,
                        nonforfeitable,  and  fully  exercisable  at the date of
                        grant.  The exercise price of such warrants was equal to
                        or in excess of the market price of the Company's common
                        stock on the date of grant.  Because these warrants were
                        granted in connection with equity transactions they were
                        recorded as a direct offset to capital rather than as an
                        expense to operations.

                        The Company  also granted  warrants to purchase  120,000
                        shares of common stock as  consideration  for consulting
                        and other services rendered. 70,000 of the warrants were
                        immediately  fully  vested,  nonforfeitable,  and  fully
                        exercisable  at the  date of  grant  and  the  remaining
                        50,000 vest in May of 2001.  The exercise  price of such
                        warrants  was equal to or in excess of the market  price
                        of the  Company's  common  stock on the  date of  grant.
                        These  warrants  were  valued  using  the  Black-Scholes
                        Option  Pricing  Model and an  expense of  $396,000  was
                        recorded  and is included in general and  administrative
                        expense in the  statement of  operations.  An expense of
                        $28,000 related to the warrants vesting in May 2001 will
                        be recorded upon vesting.


--------------------------------------------------------------------------------
                                                                            F-27
<PAGE>


                                               PARADIGM MEDICAL INDUSTRIES, INC.
                                                   Notes to Financial Statements
                                                                       Continued

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


9.   Stock Option       A schedule of the options and warrants is as follows:
     Plan and
     Warrants
     Continued                            Number of               Exercise
                                 -----------------------------    Price Per
                                    Options       Warrants          Share
                                 -----------------------------------------------

 Outstanding at
    January 1, 2000                  1,048,232     2,636,758  $    2.30 - 12.98
      Granted                          746,000       400,000       4.00 -  7.27
      Exercised                       (162,490)   (1,100,056)      2.38 -  8.13
      Expired                          (18,488)     (137,775)      3.33 -  6.49
                                 -----------------------------------------------

 Outstanding at
   December 31, 2000                 1,613,254     1,798,927       2.30 - 12.98
      Granted                        2,790,000       516,095       2.00 -  4.00
      Exercised                              -             -                -
      Expired                         (236,626)            -       4.87 -  5.00
      Forfeited                       (289,852)            -       2.75 -  5.00
                                 -----------------------------------------------

 Outstanding at
   December 31, 2001                 3,876,776     2,315,022  $    2.00 - 12.98
                                 -----------------------------------------------



10.  Stock-Based        The Company  adopted the disclosure  only  provisions of
     Compensation       Statement of Financial  Accounting  Standards (SFAS) No.
                        123,   "Accounting   for   Stock-Based    Compensation."
                        Accordingly, no compensation expense has been recognized
                        for stock options granted to employees. Had compensation
                        expense for the Company's  stock options been determined
                        based on the fair  value at the  grant  date  consistent
                        with the  provisions  of SFAS  No.  123,  the  Company's
                        results of operations would have been reduced to the pro
                        forma amounts indicated below:

                                                   Years Ended
                                                   December 31,
                                        ------------------------------------
                                              2001              2000
                                        ------------------------------------

 Net loss - as reported                 $    (10,143,000) $     (9,305,000)
 Net loss - pro forma                   $    (11,575,000) $    (10,180,000)
 Loss per share - as reported           $           (.77) $           (.81)
 Loss per share - pro forma             $           (.87) $           (.88)
                                        ------------------------------------


--------------------------------------------------------------------------------
                                                                            F-28
<PAGE>


                                               PARADIGM MEDICAL INDUSTRIES, INC.
                                                   Notes to Financial Statements
                                                                       Continued

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



10.  Stock-Based        The fair value of each option  grant is estimated at the
     Compensation       date of grant  using the  Black-Scholes  option  pricing
     Continued          model with the following assumptions:

                                                    December 31,
                                         -----------------------------------
                                               2001              2000
                                         -----------------------------------

 Expected dividend yield                 $               - $              -
 Expected stock price volatility                 106%-107%             106%
 Risk-free interest rate                              4-5%             6.0%
 Expected life of options                        3-5 years        2-5 years
                                         -----------------------------------


                        The  weighted  average  fair  value of  options  granted
                        during the years  ended  December  31, 2001 and 2000 are
                        $1.71 and $2.69, respectively.

                        The following table summarizes  information  about stock
                        options and warrants outstanding at December 31, 2001:

                             Outstanding                     Exercisable
                   -------------------------------------------------------------
                                  Weighted
                                  Average
                                 Remaining    Weighted                Weighted
   Range of                      Contractual    Average                Average
   Exercise          Number         Life      Exercise      Number    Exercise
   Prices          Outstanding     (Years)       Price    Exercisable    Price
--------------------------------------------------------------------------------

$  2.00 - 5.00      4,578,890         5.58 $      3.35    3,584,128 $     1.95
   6.00 - 8.13      1,587,025          .84        7.21    1,359,900       7.15
         12.98         25,883          N/A       12.98       25,883      12.98
--------------------------------------------------------------------------------

$  2.30 -12.98      6,191,798         4.37 $      4.34    4,969,911 $     4.54
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                                                            F-29
<PAGE>


                                               PARADIGM MEDICAL INDUSTRIES, INC.
                                                   Notes to Financial Statements
                                                                       Continued

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


11.  Related            On  October  1,  1999,   the  Company   entered  into  a
     Party              consulting   agreement  with  Cyndel  &  Company,   Inc.
     Transactions       ("Cyndel"),  an entity owned by former  directors of the
                        Company,  in which Cyndel agreed to perform  unspecified
                        investment  banking  services  for  the  Company  for  a
                        one-year  period,  for which the  Company  agreed to pay
                        Cyndel a monthly  retainer  of  $8,333,  plus  reimburse
                        Cyndel for any expenses incurred in connection with such
                        investment banking services.

                        The October 1, 1999 consulting  agreement was terminated
                        when the Company entered into a new consulting agreement
                        with  Cyndel  on April 1,  2000.  Under the terms of the
                        April 1, 2000  consulting  agreement,  Cyndel  agreed to
                        perform unspecified  investment banking services for the
                        Company  for a one-year  period,  for which the  Company
                        agreed to pay Cyndel a monthly retainer of $16,667, plus
                        reimburse Cyndel for any expenses incurred in connection
                        with such investment banking services.

                        Besides a monthly  retainer,  the  Company has agreed in
                        the April 1, 2000  consulting  agreement  to pay  Cyndel
                        additional  compensation of an unspecified  amount to be
                        mutually  agreed upon if Cyndel  brings to the Company a
                        candidate  for  merger,  acquisition,  joint  venture or
                        other  combination  or  relationship,  and  the  Company
                        enters into a business  relationship  with such  entity.
                        The April 1, 2000 consulting  agreement is automatically
                        renewable for additional,  successive  one-year  periods
                        through March 31, 2003,  unless either party delivers to
                        the other party on or before  January 1 of the  contract
                        year  written  notice  of its  intent  not to renew  the
                        agreement.


--------------------------------------------------------------------------------
                                                                            F-30
<PAGE>


                                               PARADIGM MEDICAL INDUSTRIES, INC.
                                                   Notes to Financial Statements
                                                                       Continued

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


11.  Related            Under  the  terms  of  the  April  1,  2000   consulting
     Party              agreement,   the  Company   paid  Cyndel   approximately
     Transactions       $182,000 in  consulting  fees during 2000.  In addition,
     Continued          the Company issued  warrants to purchase  150,000 shares
                        of common stock at an exercise  price of $4.00 per share
                        as commission for the private  placement  transaction in
                        which  750,000  shares of common stock were sold for net
                        proceeds  of  approximately  $1,974,000.   The  warrants
                        issued and the commissions  paid were considered  direct
                        costs of capital,  therefore no expense was recorded but
                        such  amounts  were  recorded as a direct  reduction  of
                        capital.

                        The April 1, 2000  consulting  agreement was renewed for
                        an  additional   one-year  period  through  March  2002.
                        However,  on December  26,  2001,  the Company  provided
                        written  notification  to Cyndel of its intension not to
                        renew the  agreement  after  March 31,  2002.  The total
                        amount paid to Cyndel for services  under the  agreement
                        from April 1, 2000 to February  28,  2002 was  $383,333.
                        Final  payment  of  $16,667,  which  was due on March 1,
                        2002, has not yet been paid.

                        Thomas  F.  Motter,  Chairman  of the  Board  and  Chief
                        Executive  Officer  of the  Company,  leased  his former
                        residence,  which  he still  owns,  to the  Company  for
                        $2,500 per month.  The  primary  use of the  residential
                        property   was  for  housing   accommodations   for  the
                        Company's  employees  living  outside of Utah while they
                        were working at the Company's corporate  headquarters in
                        Salt Lake City.  The Company has  obtained an  appraisal
                        from an independent appraiser,  which has concluded that
                        the monthly  rate of $2,500  represents  the fair market
                        rate for leasing the  residential  property.  This lease
                        agreement was terminated on October 31, 2000.

                        On  January  21,  2000 the  Board of  Directors  granted
                        Thomas F. Motter,  CEO and President,  100,000 shares of
                        the Company's Common Stock.  61,111 shares of this total
                        amount were  considered  repayment for 61,111 shares Mr.
                        Motter  issued  to  Douglas  A.  MacLeod  prior  to  the
                        Company's  initial public offering in July 1996, under a
                        settlement agreement to terminate certain  anti-dilution
                        rights granted Mr.  MacLeod by the Company.  The balance
                        of 38,889  shares was deemed by the Board as a bonus for
                        work  done  by  Mr.  Motter  since  the  initial  public
                        offering.  The  market  price on the  date of grant  was
                        $12.50 per share, and compensation expense in the amount
                        of $486,000 was recognized.

--------------------------------------------------------------------------------
                                                                            F-31
<PAGE>


                                               PARADIGM MEDICAL INDUSTRIES, INC.
                                                   Notes to Financial Statements
                                                                       Continued

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


11.  Related            On  January  21,  2000 the  Board of  Directors  granted
     Party              Michael W.  Stelzer,  a former  officer of the  Company,
     Transactions       20,000 shares of the Company's Common Stock as part of a
     Continued          severance  agreement,  and as part of  settlement of Mr.
                        Stelzer's employment agreement.  The market price on the
                        date of grant was  $12.50 per  share,  and  compensation
                        expense in the amount of $250,000 was recognized.

                        On June 5, 2000 the Company  issued  Mark Miehle  28,500
                        shares of the Company's Common Stock for a signing bonus
                        as part of Mr. Miehle's employment agreement. The market
                        price on the date of the grant was  $6.8125  per  share,
                        and  compensation  expense in the amount of $194,000 was
                        recognized.

                        A law firm,  of which a  director  of the  Company  is a
                        shareholder, has rendered legal services to the Company.
                        The Company paid this firm  $159,000 and  $167,000,  for
                        the   years   ended   December   31,   2001  and   2000,
                        respectively.  As of December 31, 2001, the Company owed
                        this firm $40,000 which is included in accounts payable.


12.  Supplemental       During  the year ended  December  31,  2001 the  Company
     Cash Flow          acquired   approximately   $235,000  of   property   and
     Information        equipment in exchange for capital lease agreements.


--------------------------------------------------------------------------------
                                                                            F-32
<PAGE>


                                               PARADIGM MEDICAL INDUSTRIES, INC.
                                                   Notes to Financial Statements
                                                                       Continued

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


12.  Supplemental       During  the year ended  December  31,  2000 the  Company
     Cash Flow          acquired  the assets  and  liabilities  of Ocular  Blood
     Information        Flow,  Ltd.  (OBF)  in  a  purchase   transaction.   The
     Continued          transaction required the payment of $100,000 and 100,000
                        shares  of  common  stock.   The  Company  recorded  the
                        following:

                        Accounts receivable                    $         22,000
                        Prepaids                                         18,000
                        Inventory                                        28,000
                        Intangibles                                     799,000
                        Property, plant and equipment                    25,000
                        Accounts payable                                (48,000)
                        Accrued liabilities                              (8,000)
                        Debt                                            (66,000)
                        Common stock issued                            (675,000)
                                                               -----------------

                        Net cash                               $         95,000
                                                               -----------------

                        Actual amounts paid for interest and income taxes are as
                        follows:

                                                    Years Ended
                                                    December 31,
                                         -----------------------------------
                                               2001             2000
                                         -----------------------------------

                        Interest         $         41,000 $          16,000
                                         -----------------------------------

                        Income taxes     $              - $               -
                                         -----------------------------------




--------------------------------------------------------------------------------
                                                                            F-33
<PAGE>


                                               PARADIGM MEDICAL INDUSTRIES, INC.
                                                   Notes to Financial Statements
                                                                       Continued

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


13.  Export Sales       Total sales  include  export  sales by major  geographic
                        area as follows:

                                                    Years Ended
                                                    December 31,
                                         -----------------------------------
                        Geographic Area        2001              2000
                                         -----------------------------------

                        Far East         $       1,416,000 $      2,428,000
                        South America              301,000          408,000
                        Middle East                287,000          200,000
                        Europe                   1,323,000        1,219,000
                        Canada                     200,000          138,000
                        Mexico                      31,000            7,000
                                         -----------------------------------

                                         $       3,558,000 $      4,400,000
                                         -----------------------------------


14.  Savings Plan       In  November  1996,  the  Company  established  a 401(k)
                        Retirement  Savings Plan for the Company's  officers and
                        employees. The Plan provisions include eligibility after
                        six months of service,  a three year  vesting  provision
                        and 100% matching  contribution  by the Company up to 3%
                        of a participant's compensation.  During the years ended
                        December  31,  2001 and 2000,  the  Company  contributed
                        approximately   $68,000   and   $49,000   to  the  Plan,
                        respectively.


15.  Commitments and    Consulting Agreements
     Contingencies      During  the year ended  December  31,  1999 the  Company
                        entered a consulting  agreement with a former officer of
                        the Company,  which expires in 2004 and requires  annual
                        payments  of  $25,000  through  2003  and a  payment  of
                        $12,500 in 2004.

                        During the year ended  December 31, 2000,  in connection
                        with the  acquisition  of OBF,  the  Company  entered  a
                        consulting  agreement with the former owner of OBF which
                        requires monthly payments of $6,000 through June 2003.


--------------------------------------------------------------------------------
                                                                            F-34
<PAGE>


                                               PARADIGM MEDICAL INDUSTRIES, INC.
                                                   Notes to Financial Statements
                                                                       Continued

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


15.  Commitments and    Employment Agreements
     Contingencies      The Company has employment  agreements with two officers
     Continued          which expire  between June 2003 and December  2003.  The
                        agreements provide for aggregate annual  compensation of
                        $350,000.  In  addition,  the Company  has entered  into
                        agreements  which provide for additional  payments to be
                        made to the  officer  in the  event  the  Company  has a
                        change of control.

                        Litigation
                        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 Paradigm  common stock)  pursuant to Utah law.
                        The Company  believes the complaint is without merit and
                        intends to vigorously defend against the action.

                        An action was brought  against the Company in  September
                        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 sales of certain  equipment  plus  attorney's  fees.
                        Discovery  has  taken  place  and the  Company  has paid
                        royalties of $15,000 to bring all  required  payments up
                        to date through June 30, 2001. However, the legal action
                        has not been dismissed as a result of the payments.  The
                        Company  is in the  process  of  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 in 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 Company  believes
                        that  any  additional   royalty  payments  that  may  be
                        required  as  settlement  of the action  will not have a
                        material impact on the financial statements.

                        An  action  has been  brought  against  the  Company  by
                        Merrill  Corporation  that alleges that the Company owes
                        the  plaintiff   approximately   $20,000  together  with
                        interest  thereon  at the  rate  of 10% per  annum  from
                        August 30,  1999,  plus costs and  attorney's  fee.  The
                        Company  has  filed  an  answer  to  the  complaint  and
                        discovery is proceeding.  The Company  believes that the
                        complaint  against  the  Company  is  without  merit and
                        intends to vigorously defend against the action.

--------------------------------------------------------------------------------
                                                                            F-35
<PAGE>


                                               PARADIGM MEDICAL INDUSTRIES, INC.
                                                   Notes to Financial Statements
                                                                       Continued

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



15.  Commitments and    Litigation - Continued
     Contingencies      The Company  received demand letters dated September 14,
     Continued          2000  and  October  17,  2000  from  Mentor  Corporation
                        ("Mentor")  claiming that the Company failed to register
                        485,751  shares of common  stock  issued to Mentor under
                        the Asset  Purchase  Agreement  dated  October 15, 1999,
                        among the Company, Mentor, Mentor Ophthalmics,  Inc. and
                        Mentor  Medical,   Inc.  The  Asset  Purchase  Agreement
                        related   to  the   Company's   purchase   of   Mentor's
                        phacoemulsification  product line in  consideration  for
                        the issuance by the Company to Mentor of 485,751  shares
                        of its common stock,  valued at the sum of $1,500,000 at
                        the time of closing.

                        On July 2, 2001,  the Company  entered into a settlement
                        agreement  with Mentor  Corporation in which the Company
                        agreed to pay  350,000  shares  of  common  stock to the
                        Mentor Corporation in exchange for release of all claims
                        against the Company in connection with the  registration
                        of  certain   shares  of  the  Company's   common  stock
                        previously  issued.   This  settlement   resulted  in  a
                        litigation  settlement  expense of $812,000 based on the
                        market price of the  Company's  common stock on the date
                        of settlement.

                        The   Company   may   become  or  is  subject  to  other
                        investigations,   claims  or  lawsuits  ensuing  out  of
                        conduct  of its  business,  including  those  related to
                        environmental  safety  and  health,  product  liability,
                        commercial  transactions  etc.  The Company is currently
                        not aware of any other  such  items,  which it  believes
                        could have a material  adverse  effect on the  financial
                        statements.

                        Royalty Agreements
                        The Company has a royalty  agreement  with the president
                        of OBF.  The  agreement  provides for the payment of 10%
                        royalty  of the net  sales  related  to the  Blood  Flow
                        Analyzer.  The  agreement  terminates  in  2020.  As  of
                        December  31,  2001,   the  Company  paid   $133,000  of
                        royalties  under this  agreement and $94,000 was accrued
                        at the end of the year.

--------------------------------------------------------------------------------
                                                                            F-36
<PAGE>


                                               PARADIGM MEDICAL INDUSTRIES, INC.
                                                   Notes to Financial Statements
                                                                       Continued

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



15.  Commitments and    Royalty Agreements - Continued
     Contingencies      The  Company  has an amended  exclusive  patent  license
     Continued          agreement  with a company  which owns the patent for the
                        laser-probe  used on the Photon  machine.  The agreement
                        provides  for the  payment  of a 1% royalty on all sales
                        proceeds related  directly or indirectly,  to the Photon
                        machine.  The  agreement  terminates  on July  7,  2003.
                        Through December 31, 2001, no significant royalties have
                        been paid under this agreement.

                        The  Company  has  an  agreement  with  a  company  that
                        provides  for the  payment of  royalties  related to the
                        sales of the corneal topography  instrument  referred to
                        as the CT. During the years ended  December 31, 2001 and
                        2000  payments were made of  approximately  $146,000 and
                        $173,000, respectively. In addition, $28,350 was accrued
                        at the end of 2001.

                        The Company has an agreement with a Canadian corporation
                        that  provides for the payment of  royalties  related to
                        the  sales  of  UBM  (Ultrasonic  Bio-Microscopy).   The
                        agreement  outlines payments of 150 Canadian Dollars for
                        each licensed product sold for a period of 12 years that
                        ends in September of 2002. No significant royalties were
                        due under this agreement during the years ended December
                        31, 2001 and 2000.

                        The Company has a royalty agreement with another company
                        that developed a promotional CD for the Company. Through
                        the  promotion of the CD, the Company  hopes to increase
                        sales in the  Autoperimiter and assist doctors currently
                        using the unit with the interpretation of visual fields.
                        The  royalty  base with be 50% each until the  Company's
                        share equals the production costs related to development
                        of the disk. Thereafter,  the developer will receive 70%
                        and the Company  will  receive 30% of the royalty  base.
                        Royalties   paid  during  the  year   relating  to  this
                        agreement were not considered material.


16.  Fair Value         The  Company's  financial  instruments  consist of cash,
     of Financial       receivables,  payables,  and notes payable. The carrying
     Instruments        amount of cash,  receivables  and payables  approximates
                        fair  value  because of the  short-term  nature of these
                        items.   The  carrying   amount  of  the  notes  payable
                        approximates  fair  value as the  individual  borrowings
                        bear interest at market interest rates.


--------------------------------------------------------------------------------
                                                                            F-37
<PAGE>


                                               PARADIGM MEDICAL INDUSTRIES, INC.
                                                   Notes to Financial Statements
                                                                       Continued

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


17.  Recent             In July 2001, the Financial  Accounting  Standards Board
     Accounting         ("FASB")  issued  Statements  of  Financial   Accounting
     Pronounce-         Standards No. 141 ("SFAS 141"), "Business Combinations."
     ments              SFAS 141 eliminates the  pooling-of-interests  method of
                        accounting   for   business   combinations   except  for
                        qualifying  business  combinations  that were  initiated
                        prior to July 1, 2001.  In  addition,  SFAS 141  further
                        clarifies  the criteria to recognize  intangible  assets
                        separately   from  goodwill.   Specifically,   SFAS  141
                        requires  that an  intangible  asset  may be  separately
                        recognized   only  if  such  an  asset  meets   specific
                        criterion.   The   requirements  of  Statement  141  are
                        effective for any business combination  accounted for by
                        the  purchase  method that is  completed  after June 30,
                        2001. The Company is currently  evaluating the impact of
                        SFAS  141 and has not yet  determined  the  impact  that
                        adopting SFAS 141 will have on its financial statements.
                        On  adoption,  the Company  will be required to reassess
                        the goodwill and intangible assets  previously  recorded
                        in  acquisitions  prior to July 1, 2001 to  determine if
                        the new recognition  criteria for an intangible asset to
                        be recognized apart from goodwill are met.

--------------------------------------------------------------------------------
                                                                            F-38
<PAGE>


                                               PARADIGM MEDICAL INDUSTRIES, INC.
                                                   Notes to Financial Statements
                                                                       Continued

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



17.  Recent             In July 2001,  the FASB issued  Statements  of Financial
     Accounting         Accounting Standards No. 142 ("SFAS 142"), "Goodwill and
     Pronounce-         Other Intangible  Assets." Under SFAS 142,  goodwill and
     ments              indefinite  lived   intangible   assets  are  no  longer
     Continued          amortized but are reviewed  annually (or more frequently
                        if  impairment  indicators  arise) for  impairment.  For
                        intangible  assets with  indefinite  useful  lives,  the
                        impairment  review  will  involve a  comparison  of fair
                        value to  carrying  value,  with any excess of  carrying
                        value over fair value being  recorded  as an  impairment
                        loss.  For  goodwill,  the  impairment  test  shall be a
                        two-step process, consisting of a comparison of the fair
                        value of a  reporting  unit  with its  carrying  amount,
                        including the goodwill allocated to each reporting unit.
                        If the  carrying  amount is in excess of the fair value,
                        the implied fair value of the reporting unit goodwill is
                        compared to the carrying  amount of the  reporting  unit
                        goodwill.  Any  excess  of  the  carrying  value  of the
                        reporting  unit  goodwill over the implied fair value of
                        the  reporting  unit  goodwill  will be  recorded  as an
                        impairment loss.  Separable  intangible  assets that are
                        deemed  to  have  a  finite  life  will  continue  to be
                        amortized  over their  useful lives (but with no maximum
                        life).  Intangible  assets with finite useful lives will
                        continue to be reviewed  for  impairment  in  accordance
                        with  Statements of Financial  Accounting  Standards No.
                        121 ("SFAS  121"),  "Accounting  for the  Impairment  of
                        Long-Lived  Assets  and  for  Long-Lived  Assets  to  Be
                        Disposed  Of." The  amortization  provisions of SFAS 142
                        apply to goodwill and intangible  assets  acquired after
                        June 30, 2001.  With respect to goodwill and  intangible
                        assets  acquired prior to July 1, 2001, the Company will
                        apply the new  accounting  rules  beginning July 1, 2002
                        and will  reassess  the useful  lives of its  separately
                        recognized  intangible  assets in the third  quarter  of
                        fiscal  2002.  The Company  will  review for  impairment
                        previously  recognized intangible assets that are deemed
                        to have  indefinite  lives upon the  completion  of this
                        analysis   in  the  first   quarter   of  fiscal   2003.
                        Additionally, upon the adoption of SFAS 142, the Company
                        will perform a transitional impairment review related to
                        the carrying value of goodwill as of July 1, 2002 by the
                        end of the third quarter of fiscal 2002.  The Company is
                        currently in the process of  determining  its  reporting
                        units for the purpose of applying the  impairment  test,
                        analyzing how fair value will be determined for purposes
                        of applying  SFAS 142 and  quantifying  the  anticipated
                        impact  of  adopting   the   provisions   of  SFAS  142.
                        Amortization  of goodwill was $80,000 for the year ended
                        December 31, 2001.

--------------------------------------------------------------------------------
                                                                            F-39
<PAGE>


                                               PARADIGM MEDICAL INDUSTRIES, INC.
                                                   Notes to Financial Statements
                                                                       Continued

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



17.  Recent             In August 2001,  the FASB issued  Statement of Financial
     Accounting         Accounting  Standards No. 144 ("SFAS 144"),  "Accounting
     Pronounce-         for the  Impairment or Disposal of  Long-Lived  Assets,"
     ments              which   supercedes   SFAS  121  and  the  provisions  of
     Continued          Accounting Principles Board Opinion (APB 30), "Reporting
                        the Results of  Operations  -- Reporting  the Effects of
                        Disposal of a Segment of a Business,  and Extraordinary,
                        Unusual   and   Infrequently    Occurring   Events   and
                        Transactions"  with regard to reporting the effects of a
                        provisions  of FAS 121,  but  significantly  changes the
                        criteria  that would have to be met to classify an asset
                        as held for disposal such that  long-lived  assets to be
                        disposed of other than by sale are  considered  held and
                        used until  disposed of. In  addition,  SFAS 144 retains
                        the  basic  provisions  of APB 30  for  presentation  of
                        discontinued  operations  in the statement of operations
                        but  broadens  that  presentation  to a component  of an
                        entity.  The Company will apply SFAS 144 beginning  July
                        1,  2002.  The  Company  is  currently   evaluating  the
                        potential  impact, if any, the adoption of SFAS 144 will
                        have  on  its   financial   position   and   results  of
                        operations.


18.  Subsequent         On  January  25,  2002  the  Company   entered  into  an
     Event              agreement  to purchase  all of the assets of  Innovative
                        Optics,  Inc.   ("Innovative   Optics")  by  issuing  an
                        aggregate  of  1,272,825  shares of its common stock and
                        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 assets
                        to be acquired included but were not limited to patents,
                        inventory,  work in process and finished  goods relating
                        to   the    Innovatome(TM),    a   microkeratome,    and
                        microkeratome blades.

                        Of the 1,272,825  shares of the  Company's  common stock
                        issued to  Innovative  Optics at closing,  one-half  the
                        number of these shares,  or 636,412 shares,  remained in
                        an escrow  account.  These shares will be distributed to
                        Innovative  Optics upon the successful  reduction of the
                        costs of blades.  The cost reduction project is to occur
                        in two phases within 90 days to six months from the date
                        of the agreement. For every cent over the targeted price
                        reduction  costs,  300 shares  will be reduced  from the
                        number of escrow  shares to be disbursed  to  Innovative
                        Optics.


--------------------------------------------------------------------------------
                                                                            F-40
<PAGE>



Item 8. Changes in and Disagreements with Accountants on Accounting
        and Financial Disclosures

         None.


                                    PART III


Item 9. Directors, Executive Officers, Promoters and Control Persons;
        Compliance with Section 16(a) of the Exchange Act.

         The executive officers and directors of the Company, their ages and
their positions are set forth below:
<TABLE>
<CAPTION>

Name                               Age                  Position

<S>                                <C>   <C>
Thomas F. Motter                   53    Chairman of the Board and Chief Executive Officer
Mark R. Miehle                     49    President and Chief Operating Officer
Heber C. Maughan                   50    Vice President of Finance, Treasurer and Chief Financial Officer
John W. Hemmer                     74    Senior Vice President
Randall A. Mackey, Esq.            55    Secretary and Director
David M. Silver, PhD.              59    Director
Keith D. Ignotz                    53    Director
</TABLE>


         The directors are elected for one-year terms that expire at the next
annual meeting of shareholders. Executive officers are elected annually by the
Board of Directors to hold office until the first meeting of the Board following
the next annual meeting of shareholders and until their successors have been
elected and qualified.

                                       29
<PAGE>

         Thomas F. Motter has served as Chairman of the Board of the Company
since April 1993. Since December 12,1997 and from May 1994 to August 1997, he
has served as President and Chief Executive Officer of the Company. From June
1989 to April 1993, Mr. Motter served as Chief Executive Officer of Paradigm
Medical, Inc. which merged with the Company in May 1994. From September 1990 to
April 1992, he was employed by HGM Medical Laser Systems as general manager of
their International Division. From October 1978 to June 1989, Mr. Motter was
employed by SmithKline Beckman's Humphrey Instruments Division, which developed
and manufactured advanced ophthalmic diagnostic instruments, serving last as
National Sales Manager overseeing all domestic sales in its ophthalmic computer
division. Mr. Motter received a B.A. degree in English from Stephen's College in
1970 and an M.B.A. degree from Pepperdine University in 1975.

         Mark R. Miehle has served as President and Chief Operating Officer of
the Company since June 5, 2000. From December 1997 to June 2000, Mr. Miehle
served as President and Chief Executive Officer of Vismed, Inc., d/b/a Dicon, a
start-up company. In 1982, Dicon was acquired by CooperVision diagnostics. From
1982 to 1985, Mr. Miehle was the Vice President of Sales and Marketing of
CooperVision Diagnostics. Mr. Miehle received a B.S. degree in Organic Chemistry
from Tulane University in 1975. He is a member of the Young Presidents'
Organization (YPO) and the Vision Industry Council of America (VICA).

         Heber C. Maughan has served as Vice President of Finance, Treasurer and
Chief Financial Officer since October 2001. From July 1997 to October 2001, Mr.
Maughan served as Controller for Peterbilt of Utah, which sells and services
heavy duty trucks. From 1989 to 1997, he was employed by First Health
Strategies, Inc, where he served as Vice President of Finance from 1995 to 1997.
From 1987 to 1989, Mr. Maughan was the Chief Financial Officer at Standard
Optical Company, a regional retail eye care chain. Mr. Maughan received a B.S.
degree in Accounting from Oklahoma State University in 1976 and an M.A. degree
in Accounting from Brigham Young University in 1977.

         John W. Hemmer has served as Senior Vice President since September
2001. He previously served as Vice President of Finance, Treasurer and Chief
Financial Officer of the Company from September 20, 2000 to September 30, 2001.
Mr. Hemmer previously served as Vice President of Finance, Treasurer, Chief
Financial Officer and a director of the Company from November 1995 to June 1999.
Mr. Hemmer has served as a director and consultant since 1989 and Chief
Financial Officer since February 2000 of Bio Marine Technologies, Inc. in Gulf
Breeze, Florida, which develops offshore marine production systems licensed and
permitted for use in the Gulf of Mexico. He was the President and Chief
Executive Officer of John W. Hemmer, Inc., a registered broker/dealer firm from
1987 to 1989, which subsequently changed its name to Westfalia Investments Inc.
Prior thereto he was Vice President of Bankers Trust Company in charge of
venture capital and a member of the research and investment management
committees. Mr. Hemmer was also Vice President of Corporate Finance at Dempsey,
Tegler & Company, Inc., a Senior Analyst at Lazard Freres & Company and an
Investment Officer of the Chase Manhattan Bank. Mr. Hemmer received a B.A.
degree in Economics from Queens College in 1951 and a M.S. degree in Banking and
Finance from Columbia University Graduate School of Business in 1952.

         Randall A. Mackey, Esq. has been a director of the Company since
January 2000. He had served as a director of the Company from November 1995 to
September 1998. Mr. Mackey has been president of the Salt Lake City law firm of
Mackey Price & Williams since 1992, and a shareholder and director of the firm
and its predecessor firms since 1989. Mr. Mackey received a B.S. degree in
Economics from the University of Utah in 1968, an M.B.A. degree from Harvard
University in 1970, a J.D. degree from Columbia University in 1975 and a B.C.L.
degree from Oxford University in 1977. Mr. Mackey has served as Chairman of the
Board since June 2001 and a director since 1998 of Cimetrix Incorporated, a
software development company. Mr. Mackey has also served as Chairman of the
Board since July 2000 and as a trustee since 1993 of Salt Lake Community
College.

                                       30
<PAGE>


         David M. Silver, Ph.D. has been a director of the Company since January
2000. He had served as a director of the Company from November 1995 to September
1998. Dr. Silver is a Principal Senior Scientist in the Milton S. Eisenhower
Research and Technology Development Center at the Johns Hopkins University
Applied Physics Laboratory, where he has been employed since 1970. He served as
the J. H. Fitzgerald Dunning Professor of Ophthalmology in the Johns Hopkins
Wilmer Eye Institute in Baltimore during 1998-99. He received a B.S. degree from
Illinois Institute of Technology, an M.A. degree from Johns Hopkins University
and a Ph.D. degree from Iowa State University before holding a postdoctoral
fellowship at Harvard University and a visiting scientist position at the
University of Paris.

         Keith D. Ignotz was elected as director in November 2000. He has been
President and Chief Operating Officer of SpectRx, Inc., a medical technology
company that he founded in 1992, which develops, manufactures and markets
alternatives to traditional blood-based medical tests. From 1986 to 1992, Mr.
Ignotz was Senior Vice President of Allergan Humphrey, Inc., a medical
electronics company. From 1985 to 1986, he was President of Humphrey Instruments
Limited - SKB, a medical electronics company, and from 1980 to 1985, Mr. Ignotz
was President of Humphrey Instruments GmbH, also a medical electronics company.
Mr. Ignotz also served on the Board of Directors of Vismed, Inc., d/b/a Dicon
from 1992 to June 2000. Mr. Ignotz received a B.A. degree in Sociology and
Political Science from San Jose University and an M.B.A. degree from Pepperdine
University. Mr. Ignotz has served as a trustee of Pennsylvania College of
Optometry since 1990, as a director for FluoRx, Inc. since 1997, and as a member
of the American Marketing Association of the American Association of Diabetes
Education.


Technical and Medical Advisory Personnel

         The Company utilizes an informal Clinical Advisory Board of recognized
practicing ophthalmic surgeons in technical and medical advisory capacities.
Outside consultants are generally used on an ad hoc basis and such individuals
do not meet together as a group and are not compensated. The Members of the
Company's Clinical Advisory Board are as follows:

         Paul L. Archambeau, M.D. -- Dr. Archambeau is an ophthalmologist in
Santa Rosa, California and a faculty member at the University of California at
San Francisco. He received his medical degree at the University of Buffalo
Medical School in 1959 and performed his residency at the Mayo Clinic in
Rochester, Minnesota.

         Daniele S. Aron-Rosa, Ph.D, M.D. -- Dr. Aron-Rosa is a faculty member
at the Rothschild Eye Institute in Paris, France. She received a doctorate
degree in physics from the University of Paris in 1957 and received her medical
degree there in 1962 and performed her residency at the University of Paris
Hospital.

         Richard G. Bowe, M.D. - Dr. Bowe is an ophthalmologist practicing in
Tacoma, Washington. He received his medical degree at the University of
Washington in 1964 and performed his residency at Brooke Army Medical Center.

         J. Charles Casebeer, M.D. - Dr. Casebeer is an ophthalmologist
practicing in Divide, Montana. He received his medical degree at the University
of Southern California in 1964 and performed his residency at Stanford
University.

         Jonathan Cress, M.D. - Dr. Cress is an ophthalmologist practicing in
Santa Cruz, California.

                                       31
<PAGE>

         Roger F. Husted, M.D. - Dr. Husted is an ophthalmologist practicing in
Monterey, California. He received his medical degree at George Washington
University in1970 and performed his residency at Letterman Army Medical Center.

         Stephane P. Ganem, M.D. -- Dr. Ganem is chairman of the ophthalmology
department at the Rothschild Eye Institute in Paris, France.

         Michael B. Limberg, M.D. -- Dr. Limberg is an ophthalmologist
practicing in San Luis Obispo, California. He received his medical degree at the
University of Utah Medical School in 1982 and performed his residency at
Louisiana State University.

         Lawrence E. Noble, M.D. -- Dr. Noble is an ophthalmologist in Provo,
Utah. He received his medical degree at the University of Oregon in 1964, and
performed his residency at the Good Samaritan Hospital.

         Sheldon Rabin, M.D. - Dr. Rabin is an ophthalmologist practicing in
Flushing, New York. He received his medical degree at Northwestern University in
1969 and performed his residency at New York University.

         David M. Schneider, M.D. -- Dr. Schneider is an ophthalmologist in
Cincinnati, Ohio. He received his medical degree at the University of Cincinnati
in 1975, and performed his residency at the University of Cincinnati.

         David Silver, Ph.D. -- Dr. Silver is a Principal Senior Scientist in
the Milton S. Eisenhower Research and Technology Development Center at the Johns
Hopkins University Applied Physics Laboratory. He received a Ph.D. degree from
Iowa State University.

         Gerald Zelman, M.D. -- Dr. Zelman is an Ophthalmologist in Manhasset,
New York. He received his medical degree at the University of Lausanne in 1964,
and performed his residency at the Brooklyn Eye and Ear facility in Brooklyn,
New York.

Board Meetings and Committees

         The Board of Directors held a total of six meetings during the fiscal
year ended December 31, 2001. The Audit Committee of the Board of Directors
consists of directors Dr. David M. Silver, Randall A. Mackey and Keith D.
Ignotz. The Audit Committee met twice during the fiscal year. The Audit
Committee is primarily responsible for reviewing the services performed by the
Company's independent public accountants and internal audit department and
evaluating the Company's accounting principles and its system of internal
accounting controls. The Compensation Committee of the Board of Directors
consists of directors Thomas F. Motter, Dr. David M. Silver, and Randall A.
Mackey. The Compensation Committee met three times during the fiscal year. The
Compensation Committee is primarily responsible for reviewing compensation of
executive officers and overseeing the granting of stock options. No director
attended fewer than 75% of all meetings of the Board of Directors during the
2001 fiscal year.

         Pursuant to Nasdaq corporate governance requirements recently made
applicable to Nasdaq SmallCap Market companies, the Company must have (i) a
minimum of two independent directors; (ii) an audit committee with a majority of
independent directors; and (iii) an annual stockholders meeting. The Company has
and can presently satisfy each of these requirements. Messrs. Ignotz, Silver,
and Mackey qualify as independent directors.


                                       32
<PAGE>

Item 10. Executive Compensation

         The following table sets forth, for each of the last three fiscal
years, the compensation received by Thomas F. Motter, Chairman of the Board, and
Chief Executive Officer of the Company and other executive officers
(collectively, the "Named Executive Officers") whose salary and bonus for all
services in all capacities exceed $100,000 for the fiscal years ended December
31, 2001, 2000 and 1999.

Summary Compensation Table
--------------------------
<TABLE>
<CAPTION>


                                                                                       Long Term Compensations
                          Annual Compensation                                     Awards                      Payouts

                                                       Other                    Securities
                                                       Annual     Restricted    Underlying     Long-term     All Other
Name and Principal                                   Compensa-      Stock     Options/SARs     Incentive     Compensa-
     Position        Period  Salary($)   Bonus($)    ion ($)(6)   Awards($)       (8#)         Paymout($)     tion ($)
-------------------------------------------------------------------------------------------------------------------------

<S>                  <C>     <C>        <C>                <C>         <C>       <C>                <C>      <C>
Thomas F. Motter     2001(1) $ 200,000  $  22,380(7)       0           0         925,000(9)         0        $  6,000(4)
Chairman of the      2000(2) $ 178,357  $ 486,113(6)       0           0                            0        $ 28,792(5)
Board and Chief      1999(3) $ 141,208                     0           0          50,000(10)        0        $  5,000(5)
Executive Officer

Mark R. Miehle       2001(1) $ 150,000  $       0          0           0         110,000(9)         0        $  6,000(4)
President and        2000(2) $ 235,201  $ 194,000(8)       0           0         150,000(8)         0        $  6,000(4)
Chief Operating
Officer

</TABLE>


     (1) For the fiscal year ended December 31, 2001

     (2) For the fiscal year ended December 31, 2000

     (3) For the fiscal year ended December 31, 1999

     (4) The amounts under "Other Annual Compensation" for 2001, 2000 and 1999
     consist of payments related to the operation of automobiles and/or
     automobiles and insurance by the named executives.

     (5) The amounts under "Other Annual Compensation" for 2000 and 1999 consist
     of payments related to the residential housing accommodations for the
     Company's employees, living outside of Utah while they are working at the
     Company's Corporate headquarters in Salt Lake City, leased from Mr. Motter
     at $2,500 per month.

     (6) On January 21, 2000, the Board of Directors approved a bonus to Mr.
     Motter in the form of 38,889 shares of the Company's Common Stock. The
     bonus was valued at $486,113 on the basis of the closing bid price of the
     Company's Common Stock of $12.50 per share on January 21, 2000, the date
     the board approved the bonus.

     (7) The Company awarded Mr. Motter a cash bonus in June 2001.

     (8) On June 5, 2000, the Board of Directors issued Mr. Miehle 28,500 shares
     of the Company's Common Stock as a initial bonus as part of his employment
     agreement. The market price on the date of grant as $6.8125 per share, and
     compensation expense in the amount of $194,000 was recognized. Mr. Miehle

                                       33
<PAGE>

     was also granted options to purchase 150,000 shares of the Company's Common
     Stock at an exercise price of $6.00 per share.

     (9) On September 11, 2001, the Company granted options to purchase the
     respective number of shares of the Company's Common Stock at an exercise
     price of $2.75 per share.

     (10) On September 10, 1999, the Company granted Mr. Motter options to
     purchase 50,000 shares of the Company's Common Stock at an exercise price
     of $4.00 per share.

         The following table sets forth information concerning the exercise of
options to acquire shares of the Company's Common Stock by the Named Executive
Officers during the fiscal year ended December 31, 2001 as well as the aggregate
number and value of unexercised options held by the Named Executive Officers on
December 31, 2001.
<TABLE>
<CAPTION>

                                                        Number of Securites Underlying       Value of Unexercised
                                                           Unexercised Options/SARs       In-the-Money Options/SARs
                                                           At December 31, 2001(#)         At December 31, 2001($)
                       Shares Acquired       Value
         Name          On Exercise (#)   Realized ($)    Exercisable     Unexercisable   Exercisable   Unexercisable
  ---------------------------------------------------------------------------------------------------------------------

<S>                                    <C>           <C>        <C>             <C>                 <C>              <C>
  Thomas F. Motter                     -             -          787,450         225,000             -                -

  Mark R. Miehle                       -             -           62,500         342,000             -                -
</TABLE>




Director Compensation

         On September 11, 2001, Messrs. Randall A. Mackey, Dr. David M. Silver
and Keith D. Ignotz, directors of the Company, were each granted options to
purchase 125,000 shares of the Company's Common Stock at an exercise price of
$2.75 per share. On September 11, 2001, Messrs. Mackey and Silver were each
granted options to purchase 200,000 shares of the Company's Common Stock at an
exercise price of $2.75 per share in consideration for past services as
directors of the Company from November 1995 to September 1998 and since January
2000. In addition, outside directors are also reimbursed for their expenses in
attending board and committee meetings. Directors are not precluded from serving
the Company in any other capacity and receiving compensation therefore. The
options were not issued at a discount to the then market price.

Employee 401(k) Plan

         In October 1996, the Company's Board of Directors adopted a 401(k)
Retirement Savings Plan. Under the terms of the 401(k) plan, effective as of
November 1, 1996, the Company may make discretionary employer matching
contributions to its employees who choose to participate in the plan. The plan
allows the Board to determine the amount of the contribution at the beginning of
each year. The Board adopted a contribution formula specifying that such
discretionary employer matching contributions would equal 100% of the
participating employee's contribution to the plan up to a maximum discretionary
employee contribution of 3% of a participating employee's compensation, as
defined by the plan. All persons who have completed at least six months' service
with the Company and satisfy other plan requirements are eligible to participate
in the 401(k) plan.

                                       34
<PAGE>

1995 Stock Option Plan

         The Company adopted a 1995 Stock Option Plan (the "Plan"), for
officers, employees, directors and consultants of the Company on November 7,
1995. The Plan authorized the granting of stock options ("Plan Options") to
purchase an aggregate of not more than 300,000 shares of the Company's Common
Stock. On February 16, 1996, options for substantially all 300,000 shares were
granted. On June 9, 1997, the Company's shareholders approved an amendment to
the Plan to increase the number of shares of Common Stock reserved for issuance
thereunder from 300,000 shares to 600,000 shares. On September 3, 1998, the
Company's shareholders approved an amendment to the Plan to increase the number
of shares of Common Stock reserved for issuance thereunder from 600,000 shares
to 1,200,000 shares. On November 29, 2000, the Company's shareholders approved
an amendment to the Plan to increase the number of shares of Common Stock
reserved for issuance thereunder from 1,200,000 shares to 1,700,000 shares. On
September 11, 2001, the Company's shareholders approved an amendment to the Plan
to increase the number of shares of Common Stock reserved for issuance
thereunder from 1,700,000 shares to 2,700,000 shares.

         The Plan is administered by the Compensation Committee. In general, the
Compensation Committee will select the person to whom options will be granted
and will determine, subject to the terms of the Plan, the number, exercise, and
other provisions of such options. Options granted under the Plan will become
exercisable at such times as may be determined by the Compensation Committee.
Plan Options granted may be either incentive stock options ("ISOs"), as such
term is defined in the Internal Revenue Code, or non-ISOs. ISOs may only be
granted to persons who are employees of the Company. Non-ISOs may be granted to
any person, including, but not limited to, employees of the Company, independent
agents, consultants as the Compensation Committee believes has contributed, or
will contribute, to the success of the Company as the Compensation Committee
believes has contributed, or will contribute, to the success of the Company. The
Compensation Committee shall determine the exercise price of options granted
under the Plan, provided that, in the case of ISOs, such price may not be less
than 100% (110% in the case of ISOs granted to holders of 10% of voting power of
the Company's stock) of the fair market value (as defined in the Plan) of the
Common Stock on the date of grant. The aggregate fair market value (determined
at the time of option grant) of stock with respect to which ISOs become
exercisable for the first time in any year cannot exceed $100,000.

         The term of each Option shall not be more than 10 years (five years in
the case of ISOs granted to holders of 10% of the voting power of the Company's
stock) from the date of grant. The Board of Directors has a right to amend,
suspend or terminate the Plan at any time; provided, however, that unless
ratified by the Company's shareholders, no amendment or change in the Plan will
be effective which would increase the total number of shares which may be issued
under the Plan, materially increase the benefits accruing to persons granted
under the Plan or materially modify the requirements as to eligibility and
participation in the Plan. No amendment, supervision or termination of the Plan
shall, without the consent of an employee to whom an option shall heretofore
have been granted, affect the rights of such employee under such option.


Employment Agreements

         The Company entered into an employment agreement with Thomas F. Motter,
which commenced on January 1, 1998 and expires on December 31, 2003. The
agreement requires Mr. Motter to devote substantially all of his working time to
the Company, provided that he may be terminated for "cause" (as provided in the
agreements) and prohibits him from competing with the Company for two years

                                       35
<PAGE>

following the termination of his employment agreement. The agreement provides
for the payment of an initial base salary of $135,000, effective as of January
1, 1998. the agreement also provides for salary increases and bonuses as shall
be determined at the discretion of the Board of Directors. Effective as of
October 1, 1999, the Board of Directors approved an increase in Mr. Motter's
annual base salary to $160,000, and effective as of July 1, 2000, the board
approved an increase in his annual base salary to $200,000 which remained in
effect at the end of 2001.

         The Company entered into an employment agreement with Mark R. Miehle,
which commenced on June 5, 2000 and will expire on June 4, 2003. The agreement
requires Mr. Miehle to devote substantially all of his working time to the
Company, provided that he may be terminated for "cause" (as provided in the
agreement) and prohibits him from competing with the Company for two years
following the termination of his employment agreement. The agreement provides
for the payment of an initial annual base salary of $150,000, effective as of
June 5, 2000, and the issuance of stock options to purchase 150,000 shares of
the Company's Common stock at $6.00 per share, to be vested in equal annual
amounts over a three year period. The agreement also provides for salary
increases and bonuses as shall be determined at the discretion of the Board of
Directors. Mr. Miehle exceeded the annual base in 2000 due to compensation
received prior to the effective date of the agreement. The stated annual
compensation remained in effect through December 31, 2001.

Limitation of Liability and Indemnification

         The Company re-incorporated in Delaware in February 1996, in part, to
take advantage of certain provisions in Delaware's corporate law relating to
limitations on liability of corporate officers and directors. The Company
believes that the re-incorporation into Delaware, the provisions of its
Certificate of Incorporation and Bylaws and the separate indemnification
agreements outlined below are necessary to attract and retain qualified persons
as directors and officers. The Company's Certificate of Incorporation limits the
liability of directors to the maximum extent permitted by Delaware law. This
provision is intended to allow the Company's directors the benefit of Delaware
General Corporation Law which provides that directors of Delaware corporations
may be relieved of monetary liabilities for breach of their fiduciary duties as
directors, except under certain circumstances, including breach of their duty of
loyalty, acts or omissions not in good faith or involving intentional misconduct
or a knowing violation of law, unlawful payments of dividends or unlawful stock
repurchases or redemption's or any transaction from which the director derived
an improper personal benefit. The Company's Bylaws provide that the Company
shall indemnify its officers and directors to the fullest extent provided by
Delaware law. The Bylaws authorize the use of indemnification agreements and the
Company has entered into such agreements with each of its directors and
executive officers.

         There is no pending litigation or proceeding involving a director,
officer, employee or other agent of the Company as to which indemnification is
being sought, nor is the Company aware of any threatened litigation that may
result in claims for indemnification by any director, officer, employee or other
agent.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the SEC, such indemnification is against pubic
policy as expressed in the Securities Act and is, therefore, unenforceable.


                                       36
<PAGE>

Compliance with Section 16(a) of the Securities and Exchange Act of 1934

         Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors and persons who own more than 10% of any
class of the Company's Common Stock to file initial reports of ownership and
reports of changes of ownership of the Company's Common Stock. For fiscal 2001,
Thomas F. Motter, Chairman and Chief Executive Officer, through an oversight,
filed one late stock transaction report covering one transaction, and Dr. David
M. Silver, a director of the Company, through an oversight, filed one late stock
transaction report covering two transactions. In addition, Keith D. Ignotz, a
director of the Company, through an oversight, filed late an initial statement
of beneficial ownership of securities. No other late filings occurred during
2001.


Item 11. Security Ownership of Certain Beneficial Owners and Management

         The following table sets forth certain information with respect to
beneficial ownership of the Company's Common Stock as of March 31, 2002 for (i)
each executive officer of the Company (ii) each director, (iii) each person
known to the Company to be the beneficial owner of more than 5% of the
outstanding shares, and (iv) all directors and officers as a group.

                                                             Percent of
Name and Address(1)            Number of Shares              Ownership

Thomas F. Motter(2)                  1,413,020                  8.3%
Mark R. Miehle(3)                      338,966                  2.0
John W. Hemmer(4)                      106,013                    *
Dr. David M. Silver(5)                 505,666                  3.0
Randall A. Mackey(5)                   495,000                  2.9
Keith D. Ignotz(6)                     204,560                  1.2
Heber C. Maughan(7)                     30,000                   *
Mentor Corporation                     761,651                  4.5

Executive officers and
directors as a group
     (7 persons)                     3,854,876                 22.7%
---------------

*Less than 1%.

(1) The address for Messrs. Motter and Maughan is c/o Paradigm, 2355 South 1070
West, Salt Lake City, UT, 84119. The address for Mr. Miehle is 10373 Roselle
Street, San Diego, California 92121. The address for Mr. Hemmer is 88 Meadow
Road, Briarcliff Manor, New York 10510. The address for Dr. Silver is 17 Avalon
Court, Bethesda, Maryland 20816. The address for Mr. Mackey is 1474 Harvard
Avenue, Salt Lake City, Utah 84105. The address for Mr Ignotz is 6025-A Unity
Dr., Norcross, Georgia 30071.

(2) Includes options to purchase 312,450 shares of Common Stock granted to Mr.
Motter under the 1995 Option Plan and options to purchase 700,000 shares of
Common Stock granted to Mr. Motter by the Company on September 11, 2001.

(3) Includes options to purchase 260,000 shares of Common Stock granted to Mr.
Miehle under the Company's 1995 Option Plan.

(4) Includes options to purchase 100,000 shares of Common Stock granted to Mr.
Hemmer.

                                       37
<PAGE>

(5) Includes options to purchase 495,000 shares of Common Stock granted to each
of Dr. Silver and Mr. Mackey.

(6) Includes options to purchase 203,851 shares of Common Stock granted to Mr.
Ignotz.

(7) Includes options to purchase 30,000 shares of Common Stock granted to Mr.
Maughan.

Item 12. Certain Relationships and Related Transactions

         The information set forth herein describes certain transactions between
the Company and certain affiliated parties. Future transactions, if any, will be
approved by a majority of the disinterested members of the Company and will be
on terms no less favorable to the Company than those that could be obtained from
unaffiliated parties.

         On October 1, 1999, the Company entered into a consulting agreement
with Cyndel & Company, Inc. ("Cyndel"), in which Cyndel agreed to perform
unspecified investment banking services for the Company for a one-year period,
for which the Company agreed to pay Cyndel a monthly retainer of $8,333, plus
reimburse Cyndel for any expenses incurred in connection with such investment
banking services. Patrick M. Kolenick, a director of the Company from November
1977 to January 21, 2000, and Steven J. Bayern, a director of the Company from
July 1999 to January 21, 2000, are each an officer, a director and a 50%
shareholder of Cyndel. The Company paid $33,333 in fees to Cyndel during 1999.

         The October 1, 1999 consulting agreement was terminated when the
Company entered into a new consulting agreement with Cyndel on April 1, 2000.
Under the terms of the April 1, 2000 consulting agreement, Cyndel agreed to
perform unspecified investment banking services for the Company for a one-year
period, for which the Company agreed to pay Cyndel a monthly retainer of
$16,667, plus reimburse Cyndel for any expenses incurred in connection with such
investment banking services.

         Besides a monthly retainer, the Company has agreed in the April 1, 2000
consulting agreement to pay Cyndel additional compensation of an unspecified
amount to be mutually agreed upon if Cyndel brings to the Company a candidate
for merger, acquisition, joint venture or other combination or relationship, and
the Company enters into a business relationship with such entity. The April 1,
2000 consulting agreement is automatically renewable for additional, successive
one-year periods through March 31, 2003, unless either party delivers to the
other party on or before January 1 of the contract year written notice of its
intent not to renew the agreement.

         Under the terms of the April 1, 2000 consulting agreement, the Company
paid Cyndel approximately $182,000 in consulting fees during 2000. In addition,
the Company issued warrants to purchase 150,000 shares of common stock at an
exercise price of $4.00 per share as commission for the private placement
transaction in which 750,000 shares of common stock were sold for net proceeds
of approximately $1,974,000. The warrants issued and the commissions paid were
considered direct costs of capital, therefore no expense was recorded but such
amounts were recorded as a direct reduction of capital.

         The April 1, 2000 consulting agreement was renewed for an additional
one-year period through March 2002. However, on December 26, 2001, the Company
provided written notification to Cyndel of its intention not to renew the
agreement after March 31, 2002. The total amount paid to Cyndel for services
under the agreement from April 1, 2000 to February 28, 2002 was $383,333. Final
payment of $16,667, which was due on March 1, 2002, has not yet been paid.

                                       38
<PAGE>

         Thomas F. Motter, Chairman of the Board and Chief Executive Officer of
the Company, leased his former residence, which he still owns, to the Company
for $2,500 per month. The primary use of the residential property was for
housing accommodations for the Company's employees living outside of Utah while
they were working at the Company's corporate headquarters in Salt Lake City. The
Company has obtained an appraisal from an independent appraiser, which has
concluded that the monthly rate of $2,500 represents the fair market rate for
leasing the residential property. This lease agreement was terminated on October
31, 2000.

         On January 21, 2000, the Board of Directors granted Mr. Motter,
Chairman and Chief Executive Officer of the Company, 100,000 shares of the
Company's common stock. Of these total shares, 61,111 shares were considered
repayment for 61,111 shares Mr. Motter that previously issued to Dr. Douglas A.
MacLeod prior to the Company's initial public offering in July 1996 under a
settlement agreement to terminate certain anti-dilution rights that the Company
granted Dr. MacLeod. The balance of 38,889 shares was deemed by the Board as a
bonus for work done by Mr. Motter since the initial public offering. The market
price on the date of grant was $12.50 per share, and compensation expense in the
amount of $486,000 was recognized.

         On January 21, 2000 the Board of Directors granted Michael W. Stelzer,
formerly the Vice President of Operations and Chief Operating Officer of the
Company, 20,000 shares of Paradigm common stock as severance under the terms of
a settlement of Mr. Stelzer's employment agreement. The market price on the date
of grant was $12.50 per share, and compensation expense in the amount of
$250,000 was recognized.

         On June 5, 2000 the Company issued Mark Miehle 28,500 shares of
Paradigm common stock as a bonus for entering into an employment agreement with
the Company. The market price of the Paradigm common stock on the day the shares
were granted to Mr. Miehle was $6.81 per share, and compensation expense in the
amount of $194,000 was recognized.

         Randall A. Mackey, a director of the Company since January 21, 2000,
and a former director of the Company from September 1995 to September 3, 1998,
is President and a shareholder of the law firm of Mackey Price & Williams, which
rendered legal services to the Company in connection with various corporate
matters. Legal fees and expenses paid to Mackey Price & Williams for the fiscal
years ended December 31, 2001 and 2000 totaled $158,990 and $167,022,
respectively.


                                     PART IV

Item 13. Exhibits and Reports on Form 8-K

         (a)  Exhibits
         -------------

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



Table No.                   Document
--------                    --------

2.1           Amended Agreement and Plan of Merger between Paradigm Medical
              Industries, Inc., a California corporation and Paradigm Medical
              Industries, Inc., a Delaware corporation(1)
3.1           Certificate of Incorporation(1)
3.2           Amended Certificate of Incorporation(16)

                                       39
<PAGE>

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           Warrant to Purchase Common Stock with Mackey Price & Williams (1)
4.8           Specimen Series C Convertible Preferred Stock Certificate(4)
4.9           Certificate of the Designations, Powers, Preferences and Rights of
              the Series Convertible Preferred Stock(4)
4.10          Specimen Series D Convertible Preferred Stock Certificate (7)
4.11          Certificate of the Designations, Powers, Preferences and Rights of
              the Series D Convertible Preferred Stock (10)
4.12          Warrant to Purchase Common Stock with Cyndel & Co. (7)
4.13          Warrant Agreement with KSH Investment Group, Inc. (7)
4.14          Warrant to Purchase Common Stock with R.F. Lafferty & Co., Inc.
              (7)
4.15          Warrant to Purchase Common Stock with Dr. David B. Limberg (10)
4.16          Warrant to Purchase Common Stock with John W. Hemmer (10)
4.17          Stock Purchase Warrant with Triton West Group, Inc.(12)
4.18          Warrant to Purchase Common Stock with KSH Investment Group, Inc.
              (12)
4.19          Warrants to Purchase Common Stock with Consulting for Strategic
              Growth, Ltd.(12)
10.1          Exclusive Patent License Agreement with Photomed(1)
10.2          Consulting Agreement with Dr. Daniel M. Eichenbaum(1)
10.3          Lease with Eden Roc (4)
10.4          1995 Stock Option Plan and forms of Stock Option Grant Agreement
              (1)
10.5          Form of Promissory Note with Note Holders re bridge financing (1)
10.6          Co-Distribution Agreement with Pharmacia & Upjohn Company and
              National Healthcare Manufacturing Corporation (5)
10.7          Agreement for Purchase and Sale of Assets with Humphrey Systems
              Division of Carl Zeiss, Inc. (5)
10.8          Employment Agreement with Thomas F. Motter (6)
10.9          Asset Purchase Agreement with Mentor Corp., Mentor Opthalmics,
              Inc. and Mentor or Medical, Inc. (8)
10.10         Transition Services Agreement with Mentor Corp., Mentor
              Opthalmics, Inc., and Mentor Medical, Inc. (8)
10.11         Severance Agreement and General Release with Michael W. Stelzer
              (8)
10.12         Consulting Agreement with Dr. Michael B. Limberg (8)
10.13         Renewed Consulting Agreement with Dr. Michael B. Limberg (10)
10.14         Mutual Release and Settlement Agreement with Zevex International,
              Inc. (8)
10.15         Consulting Agreement with Douglas Adams (8)
10.16         Agreement and Plan of Reorganization with Paradigm Subsidiary,
              Inc., and Vismed, Inc. d/b/a Dicon (9)
10.17         Agreement and Plan of Merger with Paradigm Subsidiary, Inc. and
              Vismed Inc. d/b/a Dicon (9)
10.18         Registration Rights Agreement with Paradigm Subsidiary, Inc. and
              certain shareholders of Vismed, Inc. d/b/a Dicon (9)
10.19         Indemnification Agreement with Paradigm Subsidiary, Inc. and
              certain shareholders of Vismed, Inc. d/b/a Dicon (9)
10.20         Consulting Agreement with Cyndel & Co., Inc. (10)
10.21         Stock Purchase Agreement with Occular Blood Flow, Ltd. and Malcolm
              Redman (10)
10.22         Consulting Agreement with Malcolm Redman (10)
10.23         Royalty Agreement with Malcolm Redman (10)

                                       40
<PAGE>

10.24         Registration Rights with Malcolm Redman (10)
10.25         Agreements with Steven J. Bayern and Patrick M. Kolenik (11)
10.26         Employment Agreement with Mark R. Miehle (12)
10.27         Employment Agreement with John W. Hemmer (12)
10.28         Private Equity Line of Credit Agreement with Triton West Group,
              Inc. (12)
10.29         Renewed Consulting Agreement with Dr. Michael B. Limberg (12)
10.30         Agreement with KSH Investment Group, Inc. (12)
10.31         Renewed Consulting Agreement with Dr. Michael B. Limberg (13)
10.32         Settlement Agreement with Mentor Corporation (13)
10.33         Consulting Agreement with Rodman & Renshaw, Inc. (13)
10.34         Consulting Agreement with Barry Kaplan Associates (14)
10.35         Asset Purchase Agreement with Innovative Optics, Inc. and Barton
              Dietrich Investments, L.P. (15)
10.36         Escrow Agreement with Innovative Optics, Inc. and Barton Dietrich
              Investments, L.P. (15)
10.37         Assignment and Assumption Agreement with Innovative Optics, Inc.
              (15)
10.38         General Assignment and Bill of Sale with Innovative Optics, Inc.
              (15)
10.39         Non-competition and Confidentiality Agreement with Mario F. Barton
              (15)


(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 Quarterly Report on Form 10-QSB, as
              filed on August 1, 1998.
(6)           Incorporated by reference from Quarter Report on Form 10-QSB, as
              filed on November 12, 1998.
(7)           Incorporated by reference from Registration Statement on Form
              SB-2, as filed on April 29, 1999.
(8)           Incorporated by reference from Annual Report on Form 10-KSB, as
              filed on March 30, 2000.
(9)           Incorporated by reference from Form 8-K, as field on June 5, 2000.
(10)          Incorporated by reference from Report on Form 10-QSB, as filed on
              August 16, 2000.
(11)          Incorporated by reference from Report on Form 10-QSB, as filed on
              November 1, 2000.
(12)          Incorporated by reference from Report on Form 10-KSB, as filed on
              April 16, 2001.
(13)          Incorporated by reference from Report on Form 10-QSB, as filed on
              August 14, 2001.
(14)          Incorporated by reference from Report on Form 10-QSB, as filed on
              November 14, 2001.
(15)          Incorporated by reference from Current Report on Form 8-K, as
              filed on March 5, 2002.
(16)          Incorporated by reference from Amendment No. 1 to Registration
              Statement on Form S-3, as filed on March 20, 2002.

         (b)  Reports on Form 8-K
         ------------------------

         No reports on Form 8-K were filed by the Company during the quarter
         ended December 31, 2001.

                                       41
<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 report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                    PARADIGM MEDICAL INDUSTRIES, INC.

Dated:  April 1, 2002               By:/s/ Thomas F. Motter
                                            -----------------------------
                                            Thomas F. Motter, Chairman of the
                                            Board and Chief Executive Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons in counterpart on behalf of
the Company on the dates indicated.

         Signature                          Title                     Date

/s/Thomas F. Motter            Chairman of the Board and          April 1, 2002
-------------------------      Chief Executive Officer
                               (Principal Executive Officer)


/s/Heber C. Maughan            Vice President of Finance,         April 1, 2002
-------------------------      Treasurer and Chief Financial
                               Officer (Principal Financial
                               and Accounting Officer)

/s/Randall A. Mackey, Esq.     Secretary and Director             April 1, 2002
-------------------------


/s/David M. Silver, Ph.D       Director                           April 1, 2002
-------------------------


/s/Keith D. Ignotz             Director                           April 1, 2002
-------------------------



                                       42
<PAGE>