================================================================================

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

                                  FORM 10-QSB/A
                                (Amendment No.1)


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

                        For Quarter Ended March 31, 2007

      [ ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                   SECURITIES EXCHANGE ACT OF 1934

                      For the Transition Period From ___ to

                         Commission File Number: 0-28498

                        PARADIGM MEDICAL INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)


                    Delaware                                87-0459536
         (State or other jurisdiction of                 (I.R.S. Employer
         incorporation or organization)                 Identification No.)

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

       Registrant's telephone number, including area code: (801) 977-8970


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (or for 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 [ ]  No [X]

         Indicate by check mark whether the  registrant  is a shell  company (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [ ] No [ X ]


         State  the  number of shares  outstanding  of each of the  registrant's
classes of common equity, as of the latest practicable date:

         Common Stock, $.001 par value                      205,986,625
                                                          ---------------
                  Title of Class                          Number of Shares
                                                          Outstanding as of
                                                          May 14, 2007

                                       ii




                        PARADIGM MEDICAL INDUSTRIES, INC.
                                   FORM 10-QSB

                      FOR THE QUARTER ENDED MARCH 31, 2007


                                      INDEX

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements...............................................  1

         Condensed Balance Sheet (unaudited) - March 31, 2007...............  1

         Condensed Statements of Operations (unaudited) for
           the three months ended March 31, 2007 and
           March 31, 2006...................................................  2

         Condensed Statements of Cash Flows (unaudited) for
           the three months ended March 31, 2007 and March 31,
           2006 ............................................................  3

         Notes to Condensed Financial Statements (unaudited)................  4

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

Item 3.  Controls and Procedures  .......................................... 15

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.................................................. 15

Item 2.  Unregistered Sales of Equity Securities and Use of
           Proceeds......................................................... 16

Item 3.  Defaults Upon Senior Securities.................................... 18

Item 4.  Submission of Matters to a  Vote of Security Holders............... 19

Item 5   Other Information.................................................. 19

Item 6.  Exhibits and Reports on Form 8-K................................... 19

Signature Page ............................................................. 21



                                       ii


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

                                                                 March 31, 2007
                                                                 ---------------
ASSETS
Current Assets
  Cash and Cash Equivalents                                      $       66,000
  Receivables, Net                                                      471,000
  Inventory                                                             841,000
  Prepaid Expenses                                                       38,000
                                                                 ---------------
              Total Current Assets                                    1,416,000

Intangibles, Net                                                        339,000
Property and Equipment, Net                                              19,000
                                                                 ---------------
                    Total Assets                                 $    1,774,000
                                                                 ===============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
  Trade Accounts Payable                                         $      411,000
  Accrued Expenses                                                      882,000
                                                                 ---------------
               Total Current Liabilities                              1,293,000
  Convertible Notes Payable                                           2,653,000
                                                                 ---------------
  Total Long-term Liabilities                                         2,653,000
                                                                 ---------------
               Total Liabilities                                      3,946,000
                                                                 ---------------
Commitments                                                                   -

Stockholders' Deficit:
Preferred Stock, Authorized:
5,000,000 shares, $.001 par value
     Series A
        Authorized:  500,000 shares; issued and
        outstanding: 5,627 shares at March 31, 2007                           -
     Series B
        Authorized:  500,000 shares; issued and
        outstanding: 8,986 shares at March 31, 2007                           -
     Series C
        Authorized:  30,000 shares; issued and
        outstanding: zero shares at March 31, 2007                            -
     Series D
        Authorized:  1,140,000 shares; issued and
        outstanding: 5,000 shares at March 31, 2007                           -
     Series E
        Authorized:  50,000 shares; issued and
        outstanding: 250 shares at March 31, 2007                             -
     Series F
        Authorized:  50,000 shares; issued and
        outstanding: 4,398.75 shares at March 31, 2007                        -
     Series G
        Authorized:  2,000,000 shares; issued and
        outstanding: 588,235 shares at March 31, 2007                     1,000
Common Stock, Authorized:
800,000,000 shares, $.001 par value; issued and
    outstanding: 203,986,625 at March 31, 2007                          204,000
Additional Paid-in-capital                                           61,883,000
Accumulated Deficit                                                ($64,260,000)
                                                                 ---------------
               Total Stockholders' Deficit                          ($2,172,000)
                                                                 ---------------
               Total Liabilities and Stockholders' Deficit       $    1,774,000
                                                                 ===============



              The accompanying notes are an integral part to these
                         condensed financial statements


                                       1


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




                                                  Three Months Ended March 31,
                                                     2007             2006

Sales                                            $     397,000   $      463,000

Cost of Sales                                          225,000          222,000
                                                 -------------   ---------------
                   Gross Profit                        172,000          241,000

Operating Expenses:
  General and Administrative                           189,000          250,000
  Marketing and Selling                                115,000           78,000
  Research, development and service                     64,000           124,000
                                                 -------------   ---------------
                  Total Operating Expenses             368,000           452,000
                                                 -------------   ---------------

Operating Loss                                        (196,000)        (211,000)
                                                 -------------   ---------------

Other Income and (Expense):
  Other Income                                           1,000            2,000
  Other Expense                                         (1,000)          (3,000)
  Interest Expense                                     (52,000)        (544,000)
                                                 -------------   ---------------

    Total Other Expense                                (52,000)        (545,000)

Net Loss Before Provision for Income Taxes            (248,000)        (756,000)
Provision for Income Taxes                                   -                -
                                                 -------------   ---------------

Net Loss                                         $    (248,000)  $     (756,000)
                                                 =============   ===============

Earnings (loss) Per Common Share - Basic         $       (0.00)  $        (0.01)
                                                 -------------   ---------------

Earnings (loss) Per Common Share - Diluted       $       (0.00)  $        (0.01)
                                                 -------------   ---------------

Weighted Average Common Share - Basic              203,306,000      124,647,000
                                                 -------------   ---------------
Weighted Average Common Share - Diluted            203,306,000      124,647,000
                                                 -------------   ---------------


              The accompanying notes are an integral part to these
                         condensed financial statements


                                       2


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

                                                  Three Months Ended March 31,

                                                      2007             2006
Cash Flows from Operating Activities:
------------------------------------
  Net Loss                                       $    (248,000)  $     (756,000)
  Adjustment to Reconcile Net Loss to Net
    Cash Used In Operating Activities:
       Depreciation and Amortization                     2,000           16,000
       Stock Option Valuation                                -           23,000
       Beneficial Conversion Interest                        -          482,000
       Issuance of Stock Options and Warrants
         for Services                                        -           18,000
       Provision for Losses on Receivables             (10,000)           1,000
       Provision for Losses on Inventory                     -           25,000
(Increase) Decrease from Changes in:
       Accounts Receivable                             (51,000)          80,000
       Inventories                                     104,000            8,000
       Prepaid and Other Expenses                      (27,000)         (50,000)
Increase (Decrease) from Changes in:
       Trade Accounts Payable                           11,000          (27,000)
       Accrued Liabilities                              79,000           28,000
                                                 -------------   ---------------

       Net Cash Used in Operating Activities         (140,000)         (152,000)
                                                 -------------   ---------------

Cash Flow from Investing Activities:
-----------------------------------
       Acquisition of Property and Equipment                 -           (5,000)
                                                 -------------   ---------------

       Net Cash Provided by (Used in)
       Investing Activities                                  -           (5,000)
                                                 -------------   ---------------

Cash Flows from Financing Activities:
------------------------------------
       Principal Payments on Notes Payable
         and Long-term Debt                                  -           (9,000)
       Proceeds from Issuance of Convertible
         Notes                                               -          500,000
                                                 -------------   ---------------

       Net Cash (Used) Provided by Financing
       Activities                                            -          491,000
                                                 -------------   ---------------

       Net Change in Cash                             (140,000)         334,000

       Cash, Beginning of Period                       206,000           66,000
                                                 -------------   ---------------

       Cash, End of Period                       $      66,000   $      400,000
                                                 =============   ===============

Supplemental Disclosure of Cash Flow Information:
       Cash Paid for Interest                    $       1,000   $        1,000
                                                 -------------   ---------------
       Cash Paid for Income Taxes                $           -   $            -
                                                 -------------   ---------------



              The accompanying notes are an integral part to these
                         condensed financial statements


                                       3


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



Significant Accounting Policies
-------------------------------

         The  accompanying  condensed  financial  statements of the Company have
been  prepared  by  the  Company,  without  audit,  pursuant  to the  rules  and
regulations of the Securities and Exchange  Commission.  Certain information and
disclosures  normally  included in financial  statements  prepared in accordance
with  accounting  principles  generally  accepted in the United States have been
condensed or omitted  pursuant to such rules and  regulations.  These  condensed
financial  statements  reflect  all  adjustments   (consisting  only  of  normal
recurring  adjustments)  that,  in the opinion of  management,  are necessary to
present  fairly  the  results  of  operations  of the  Company  for the  periods
presented.  These condensed  financial  statements should be read in conjunction
with the financial  statements  and the notes thereto  included in the Company's
Form 10-KSB for the year ended  December 31, 2006. The results of operations for
the three months ended March 31, 2007,  are not  necessarily  indicative  of the
results that may be expected for the fiscal year ending December 31, 2007.

Going Concern
-------------

         The  accompanying  financial  statements  have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business.  Historically,  the Company has
not demonstrated  the ability to generate  sufficient cash flows from operations
to satisfy its liabilities and sustain operations,  and the Company has incurred
significant  losses.  These factors raise  substantial doubt about the Company's
ability to continue as a going concern.

         The  Company's  continuation  as a going  concern is  dependent  on its
ability to generate sufficient income and cash flow to meet its obligations on a
timely basis and/or obtain additional financing as may be required.  The Company
is actively seeking options to obtain additional capital and financing.

         In addition,  the Company has taken  significant  steps to reduce costs
and increase operating efficiencies. Specifically, the Company has significantly
reduced  the use of  consultants,  which has  resulted  in a large  decrease  in
expenses.  In  addition,  the Company has reduced the number of its direct sales
representatives,  which has resulted in less payroll, travel and other expenses.
Although these cost savings have significantly  reduced the Company's losses and
ongoing  cash flow  needs,  if the  Company  is unable to obtain  equity or debt
financing,  it may be unable to continue  development of its products and may be
required to substantially curtail or cease operations.

Net Loss Per Share
------------------

         Net loss per common share is computed on the weighted average number of
common and common equivalent shares outstanding during each period. Common stock
equivalents  consist of convertible  preferred  stock,  common stock options and
warrants.  Common equivalent shares are excluded from the computation when their
effect is anti-dilutive.  Other common stock  equivalents  consisting of options
and warrants to purchase  32,059,392 and  30,164,690  shares of common stock and
preferred stock  convertible  into 858,688 and 909,000 shares of common stock at
March 31, 2007 and 2006,  respectively,  have not been  included in loss periods
because they are anti-dilutive.

         For the three months ended March 31, 2007,  the options and warrants to
purchase 32,059,392 shares of common stock were excluded because of the treasury
stock method.

         The following  table is a  reconciliation  of the net loss numerator of
basic and diluted net loss per common  share for the three month  periods  ended
March 31, 2007 and March 31, 2006:



                                       4

                                                      Three Months Ended
                                                            March 31,
                                                      2007            2006
                                                 -------------   --------------

Basic weighted average shares outstanding          203,306,000      124,647,000
Common stock equivalents - convertible
  preferred stock                                      859,000          909,000
                                                 -------------   --------------

Diluted weighted average shares outstanding        204,165,000      125,556,000
                                                 =============   ==============

Convertible Notes
-----------------

         April 27, 2005 Sales of  $2,500,000  in  Convertible  Notes.  To obtain
funding  for the  Company's  ongoing  operations,  the  Company  entered  into a
securities  purchase agreement with four accredited  investors on April 27, 2005
for the  sale of (i)  $2,500,000  in  convertible  notes  and (ii)  warrants  to
purchase  16,534,392  shares of its common stock. The sale of convertible  notes
and warrants occurred in three traunches and the investors  provided the Company
with an aggregate of $2,500,000 as follows:

         o    $850,000 was disbursed on April 27, 2005;
         o    $800,000   was   disbursed   on  June  23,  2005  after  filing  a
              registration  statement on June 22, 2005 to register the shares of
              common stock  underlying the  convertible  notes and the warrants;
              and
         o    $850,000 was disbursed on June 30, 2005, the effective date of the
              registration statement.

         Under the  terms of the  securities  purchase  agreement,  the  Company
agreed not, without the prior written consent of a  majority-in-interest  of the
investors,  to negotiate or contract with any party to obtain  additional equity
financing  (including debt financing with an equity component) that involves (i)
the  issuance of common  stock at a discount  to the market  price of the common
stock on the date of issuance  (taking into account the value of any warrants or
options to acquire common stock in connection  therewith),  (ii) the issuance of
convertible  securities that are  convertible  into an  indeterminate  number of
shares of common  stock,  or (iii) the  issuance of warrants  during the lock-up
period  beginning  April 27,  2005 and  ending on the later of (a) 270 days from
April 27,  2005,  or (b) 180 days from the date the  registration  statement  is
declared effective.

         In  addition,  the Company  agreed not to conduct any equity  financing
(including debt financing with an equity  component) during the period beginning
April 27,  2005 and ending two years after the end of the above  lock-up  period
unless it first  provided each investor an option to purchase its pro-rata share
(based on the ratio of each  investor's  purchase under the securities  purchase
agreement) of the  securities  being offered in any proposed  equity  financing.
Each investor must be provided  written notice  describing  any proposed  equity
financing at least 20 business days prior to the closing of such proposed equity
financing  and the option must be extended  to each  investor  during the 15-day
period following delivery of such notice.

         The $2,500,000 in convertible  notes bear interest at 8% per annum from
the date of issuance. Interest is computed on the basis of a 365-day year and is
payable  quarterly in cash,  with six months of interest  payable up front.  The
interest  rate resets to zero  percent for any month in which the stock price is
greater than 125% of the initial market price,  or $.0945,  for each trading day
during that month. Any amount of principal or interest on the convertible  notes
that is not paid when due will bear  interest  at the rate of 15% per annum from
the date due thereof until such amount is paid. The convertible  notes mature in
three years from the date of issuance, and are convertible into our common stock
at the selling stockholders' option, at the lower of (i) $.09 or (ii) 60% of the
average of the three lowest intraday  trading prices for the common stock on the
OTC  Bulletin  Board  for the 20  trading  days  before  but not  including  the
conversion  date.  Accordingly,  there is no limit on the number of shares  into
which the notes may be converted.

     The convertible  notes are secured by the Company's  assets,  including the
Company's inventory,  accounts receivable and intellectual  property.  Moreover,
the  Company  has a call  option  under the terms of the notes.  The call option
provides the Company with the right to prepay all of the outstanding convertible
notes at any time,  provided there is no event of default by the Company and the
Company's  stock is  trading  at or below  $.09 per  share.  An event of default
includes  the  failure by the  Company to pay the  principal  or interest on the
convertible  notes  when  due or to  timely  file a  registration  statement  as
required by the Company or obtain effectiveness with the Securities and Exchange
Commission of the registration statement. Prepayment of the convertible notes is


                                       5


to be made in cash equal to either  (a) 125% of the  outstanding  principal  and
accrued  interest for prepayments  occurring  within 30 days following the issue
date of the notes;  (b) 130% of the outstanding  principal and accrued  interest
for prepayments occurring between 31 and 60 days following the issue date of the
notes;  or (c)  145% of the  outstanding  principal  and  accrued  interest  for
prepayments occurring after the 60th day following the issue date of the notes.

         The warrants are exercisable until five years from the date of issuance
at a purchase  price of $.20 per share.  The investors may exercise the warrants
on a cashless  basis if the shares of common stock  underlying  the warrants are
not then  registered  pursuant to an effective  registration  statement.  In the
event the investors  exercise the warrants on a cashless basis, then the Company
will not receive any proceeds therefrom.  In addition, the exercise price of the
warrants  will be  adjusted in the event the Company  issues  common  stock at a
price below market,  with the exception of any securities  issued as of the date
of the  warrants  or issued in  connection  with the  convertible  notes  issued
pursuant to the Securities Purchase Agreement.

         The noteholders  have agreed to restrict their ability to convert their
convertible  notes or exercise  their  warrants and receive shares of our common
stock  such  that the  number of  shares  of  common  stock  held by them in the
aggregate and their affiliates after such conversion or exercise does not exceed
4.99% of the then issued and outstanding  shares of common stock.  However,  the
noteholders  may repeatedly sell shares of common stock in order to reduce their
ownership  percentage,  and  subsequently  convert  additional  callable secured
convertible  notes.  As of March 31,  2007,  a total of $854,920 in  convertible
notes had been converted pursuant to conversion notices from the noteholders.

         February 28, 2006 Sale of $1,500,000 in  Convertible  Notes.  To obtain
additional  funding for the Company's  ongoing  operations,  the Company entered
into a second securities  purchase  agreement on February 28, 2006 with the same
four  accredited  investors for the sale of (i) $1,500,000 in convertible  notes
and (ii) warrants to purchase 12,000,000 shares of its common stock. The sale of
the  convertible  notes  and  warrants  is to occur in three  traunches  and the
investors  are  obligated to provide the Company with an aggregate of $1,500,000
as follows:

         o    $500,000 was disbursed on February 28, 2006;
         o    $500,000 was  disbursed on June 28, 2006 after the Company filed a
              registration  statement on June 15, 2006 to register the shares of
              common stock  underlying the convertible  notes.  The Registration
              Statement  was  subsequently  withdrawn on July 25, 2006 and a new
              Registration Statement was filed on September 26, 2006 to register
              60,000,000  shares of common stock issuable upon conversion of the
              convertible notes.
         o    $500,000 was  disbursed  on April 20,  2007,  the day prior to the
              effective date of the Registration Statement on May 1, 2007.

         Under the  terms of the  securities  purchase  agreement,  the  Company
agreed not, without the prior written consent of a  majority-in-interest  of the
investors,  to negotiate or contract with any party to obtain  additional equity
financing  (including debt financing with an equity component) that involves (i)
the  issuance of common  stock at a discount  to the market  price of the common
stock on the date of issuance  (taking into account the value of any warrants or
options to acquire common stock in connection  therewith),  (ii) the issuance of
convertible  securities that are  convertible  into an  indeterminate  number of
shares of common  stock,  or (iii) the  issuance of warrants  during the lock-up
period beginning  February 28, 2006 and ending on the later of (a) 270 days from
February 28, 2006, or (b) 180 days from the date the  registration  statement is
declared effective.

         In  addition,  the Company  agreed not to conduct any equity  financing
(including debt financing with an equity  component) during the period beginning
February 28, 2006 and ending two years after the end of the above lock-up period
unless it first  provided each investor an option to purchase its pro-rata share
(based on the ratio of each  investor's  purchase under the Securities  Purchase
Agreement) of the  securities  being offered in any proposed  equity  financing.
Each investor must be provided  written notice  describing  any proposed  equity
financing at least 20 business days prior to the closing of such proposed equity
financing  and the option must be extended  to each  investor  during the 15-day
period following delivery of such notice.

         The $1,500,000 in convertible notes bears interest at 8% per annum from
the date of issuance. Interest is computed on the basis of a 365-day year and is
payable  quarterly in cash,  with six months of interest  payable up front.  The
interest  rate resets to zero  percent for any month in which the stock price is
greater than 125% of the initial market price,  or $.0275,  for each trading day
during that month. Any amount of principal or interest on the convertible  notes
that is not paid when due will bear  interest  at the rate of 15% per annum from
the date due thereof until such amount is paid. The convertible  notes mature in
three years from the date of issuance, and are convertible into our common stock
at the noteholders'  option, at the lower of (i) $.02 or (ii) 60% of the average
of the three  lowest  intraday  trading  prices for the common  stock on the OTC
Bulletin  Board for the 20 trading days before but not including the  conversion
date.  Accordingly,  there is no limit on the  number of shares  into  which the
notes may be converted.

                                       6


         The convertible  notes are secured by the Company's  assets,  including
the  Company's  inventory,   accounts  receivable  and  intellectual   property.
Moreover,  the Company has a call option under the terms of the notes.  The call
option  provides  the  Company  with the right to prepay all of the  outstanding
convertible  notes at any time,  provided  there is no event of  default  by the
Company and the Company's  stock is trading at or below $.02 per share. An event
of default  includes the failure by the Company to pay the principal or interest
on the convertible notes when due or to timely file a registration  statement as
required by the Company or obtain effectiveness with the Securities and Exchange
Commission of the registration statement. Prepayment of the convertible notes is
to be made in cash equal to either  (a) 125% of the  outstanding  principal  and
accrued  interest for prepayments  occurring  within 30 days following the issue
date of the notes;  (b) 130% of the outstanding  principal and accrued  interest
for prepayments occurring between 31 and 60 days following the issue date of the
notes;  or (c)  145% of the  outstanding  principal  and  accrued  interest  for
prepayments occurring after the 60th day following the issue date of the notes.

         The warrants are exercisable until five years from the date of issuance
at a purchase  price of $.10 per share.  The investors may exercise the warrants
on a cashless  basis if the shares of common stock  underlying  the warrants are
not then  registered  pursuant to an effective  registration  statement.  In the
event the investors  exercise the warrants on a cashless basis, then the Company
will not receive any proceeds therefrom.  In addition, the exercise price of the
warrants  will be  adjusted in the event the Company  issues  common  stock at a
price below market,  with the exception of any securities  issued as of the date
of the  warrants  or issued in  connection  with the  convertible  notes  issued
pursuant to the securities purchase agreement.

         The noteholders  have agreed to restrict their ability to convert their
convertible  notes or exercise  their  warrants and receive shares of our common
stock  such  that the  number of  shares  of  common  stock  held by them in the
aggregate and their affiliates after such conversion or exercise does not exceed
4.99% of the then issued and outstanding  shares of common stock.  However,  the
noteholders  may repeatedly sell shares of common stock in order to reduce their
ownership  percentage,  and  subsequently  convert  additional  callable secured
convertible notes. The Company is required to register  60,000,000 shares of its
common stock  issuable upon the  conversion of the  convertible  notes that were
issued to the noteholders  pursuant to the securities  purchase  agreement dated
February 28, 2006.

Simple Conversion Calculation
-----------------------------

         The number of shares of common stock  issuable  upon  conversion of the
convertible notes is determined by dividing that portion of the principal of the
notes to be  converted  and  interest,  if any,  by the  conversion  price.  For
example,  assuming  conversion of the  $3,145,080  principal  amount of notes on
March 31, 2007 (consisting of $4,000,000 in convertible  notes that were sold to
the four investors  pursuant to the securities  purchase  agreements dated April
27, 2005 and  February  25,  2006,  less  $854,920 in notes that were  converted
during the period from June 30, 2005 to March 31, 2007) and a  conversion  price
of $.012 per share, the number of shares issuable upon conversion would be:

                      $3,145,080/$.012= 262,090,000 shares.

         The  Company's  obligation  to  issue  shares  upon  conversion  of the
convertible notes is essentially  limitless.  The following is an example of the
amount of shares of common stock that are issuable upon conversion of $3,145,080
principal amount of convertible  notes, based on market prices 25%, 50%, and 75%
below the market price, as of March 22, 2007 of $.02.

    % Below    Price Per      With 40%       Number of               % of
     Market      Share        Discount     Shares Issuable        Outstanding*
     ------      -----        --------     ---------------        ------------
      25%        $.015        $.009        349,453,333               171.3%
      50%        $.01         $.006        524,180,000               257.0%
      75%        $.005        $.003       1,048,360,000              513.9%

*Based on 203,986,625 shares outstanding as of March 31, 2007.

         As  illustrated,  the number of shares of common  stock  issuable  upon
conversion of the Company's callable secured  convertible notes will increase if
the  market  price of the  Company's  common  stock  declines,  which will cause
dilution to existing stockholders.



                                       7


Adjustable Conversion Price of Convertible Notes
------------------------------------------------

         The callable secured  convertible  notes are convertible into shares of
the Company's  common stock at a 40% discount to the trading price of the common
stock prior to the conversion. The significant downward pressure on the price of
the common stock as the noteholders  convert and sell material amounts of common
stock  could  encourage  short  sales by  investors.  This could  place  further
downward  pressure on the price of the common stock. The noteholders  could sell
common  stock  into the market in  anticipation  of  covering  the short sale by
converting their securities,  which could cause further downward pressure on the
stock price. In addition,  not only the sale of shares issued upon conversion or
exercise of notes, warrants and options, but also the mere perception that these
sales  could  occur,  may have a  depressive  effect on the market  price of the
common stock.

Possible Dilution to Stockholders
---------------------------------

         The  issuance  of  shares  upon  conversion  of  convertible  notes and
exercise of warrants may result in  substantial  dissolution to the interests of
other  stockholders  since the holders of the  convertible  notes may ultimately
convert  and  sell  the full  amount  issuable  upon  conversion.  Although  the
noteholders  may not convert their  callable  secured  convertible  notes and/or
exercise their warrants if such conversion or exercise price would cause them to
own more than 4.99% of the Company's  outstanding common stock, this restriction
does not prevent the noteholders from converting and/or exercising some of their
holdings  and then  converting  the rest of their  holdings.  In this  way,  the
noteholders  could sell more than this limit while never  holding more than this
limit. There is no upper limit on the number of shares that may be issued, which
will have the effect of further diluting the  proportionate  equity interest and
voting power of holders of the Company's common stock.

Failure to Repay Convertible Notes May Require Company Operations to Cease
--------------------------------------------------------------------------

         On April 27,  2005,  the Company  entered  into a  securities  purchase
agreement  for the  sale of an  aggregate  of  $2,500,000  principal  amount  of
convertible  notes.  On February  28,  2006,  the Company  entered  into another
securities  purchase  agreement  for the  sale  of an  aggregate  of  $1,500,000
principal amount of convertible notes. These callable secured  convertible notes
are all  due and  payable,  with 8%  interest,  three  years  from  the  date of
issuance, unless sooner converted into shares of the Company's common stock. The
Company currently has $3,145,080 in convertible notes outstanding.  Any event of
default such as the  Company's  failure to repay the  principal or interest when
due on the notes,  the  Company's  failure to issue  shares of common stock upon
conversion  by  the   noteholders,   the  Company's   breach  of  any  covenant,
representation  or  warranty in the  securities  purchase  agreement  or related
convertible  notes,  the  assignment or  appointment  of a receiver to control a
substantial  part of the Company's  property or business,  the filing of a money
judgment,  writ or similar process against the Company in excess of $50,000, the
commencement  of  a  bankruptcy,   insolvency,   reorganization  or  liquidation
proceeding against the Company,  and the delisting of the Company's common stock
could require the early repayment of the convertible notes,  including a default
interest rate of 15% on the  outstanding  principal  balance of the notes if the
default is not cured within the specified grace period.

         The Company  anticipates that the full amount of convertible notes will
be converted  into shares of its common stock,  in accordance  with the terms of
the  convertible  notes.  If the Company is  required  to repay the  convertible
notes,  it would be  required  to use its  limited  working  capital  and  raise
additional  funds.  If the Company were unable to repay the notes when required,
the noteholders could commence legal action against the Company and foreclose on
all of its assets to recover the amounts due. Any such action would  require the
Company to curtail or cease operations.

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

         Under  the  Company's  Certificate  of  Incorporation,  holders  of the
Company's  Class A and Class B  preferred  stock have the right to convert  such
stock into  shares of the  Company's  common  stock at the rate of 1.2 shares of
common  stock for each share of preferred  stock.  During the three months ended
March 31, 2007 no shares of Series A  preferred  stock and no shares of Series B
preferred stock were converted to the Company's common stock.

         Holders of Series D preferred have the right to convert such stock into
shares of the  Company's  common  stock at the rate of one share of common stock
for each share of preferred stock.  During the three months ended March 31, 2007
no shares of Series D preferred  stock were  converted to the  Company's  common
stock.


                                       8


         Holders of Series E preferred have the right to convert such stock into
shares of the Company's  common stock at the rate of 53.3 shares of common stock
for each share of preferred stock.  During the three months ended March 31, 2007
no shares of Series E preferred  stock were  converted to the  Company's  common
stock.

         Holders of Series F preferred have the right to convert such stock into
shares of the Company's  common stock at the rate of 53.3 shares of common stock
for each share of preferred stock. During the three months ended March 31, 2007,
200 shares of Series F preferred  stock were  converted to 10,667  shares of the
Company's common stock.

         Holders of Series G preferred have the right to convert such stock into
shares of the  Company's  common  stock at the rate of one share of common stock
for each share of preferred stock. During the three months ended March 31, 2007,
no shares of Series G preferred  stock were converted to shares of the Company's
common stock.

Warrants
--------

         The fair value of warrants  granted as described herein is estimated at
the date of grant using the  Black-Scholes  option pricing  model.  The exercise
price per share is reflective of the then current market value of the stock.  No
grant exercise price was  established at a discount to market.  All warrants are
fully vested,  exercisable and  nonforfeitable as of the grant date. As a result
of the financing the Company  completed on April 27, 2005  involving the sale of
$2,500,000 in convertible notes, the Company granted warrants to the noteholders
to purchase 16,534,392 shares of its common stock. The warrants have an exercise
price of $.20 per  share  and  expire  on April  27,  2010.  As a result  of the
financing  the Company  completed  on February  28, 2006  involving  the sale of
$1,500,000  in  convertible  notes,  the Company  granted  that  warrants to the
noteholders to purchase 12,000,000 shares of its common stock. The warrants have
an exercise price of $.10 per share and expire on February 27, 2011.











                                       9


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

         Payments for legal services to the firm of which the Company's Chairman
of the Board is a partner  were $0 and $33,000 for the three  months ended March
31, 2007 and 2006, respectively.

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

Accrued expenses consist of the following at March 31, 2007:

        Accrued consulting and litigation reserve                $      616,000
        Accrued payroll and employee benefits                            40,000
        Sales taxes payable                                              11,000
        Customer deposits                                                40,000
        Warranty and return allowance                                   154,000
        Other accrued expenses                                           21,000
                                                                 ---------------
        Total                                                    $      882,000
                                                                 ===============

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

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

Critical Accounting Policies

         Revenue Recognition.  The Company recognizes revenue in compliance with
Staff Accounting Bulletin 101, Revenue Recognition in Financial  Statements (SAB
101), as revised by Staff Accounting  Bulletin No. 104, Revenue Recognition (SAB
104). SAB 101 and SAB 104 detail four criteria that must exist before revenue is
recognized:

         1. Persuasive  evidence of an arrangement  exits.  Prior to shipment of
product,  the Company  required a signed purchase order and,  depending upon the
customer,  a down  payment  toward the final  invoiced  price or full payment in
advance with certain international product distributors.

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


                                       10


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

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

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

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

         Allowance for Doubtful  Accounts.  The Company records an allowance for
doubtful accounts to offset estimated  uncollectible  accounts  receivable.  Bad
debt  expense  associated  with the  increases  in the  allowance  for  doubtful
accounts  is  recorded  as part  of  general  and  administrative  expense.  The
Company's  accounting policy generally is to record an allowance for receivables
over 90 days past due unless there is  significant  evidence to support that the
receivable is collectible.

General

         The  following  Management's   Discussion  and  Analysis  of  Financial
Condition and Results of Operations,  contains forward-looking statements, which
involve  risks and  uncertainty.  The  Company's  actual  results  could  differ
materially  from those  anticipated  in these  forward-looking  statements  as a
result of certain factors  discussed in this section.  The Company's fiscal year
is from January 1 through December 31.

         The Company is engaged in the design, development, manufacture and sale
of high technology  diagnostic and surgical eye care products.  Given the "going
concern" status of the Company, management has focused efforts on those products
and activities  that will, in its opinion,  achieve the most resource  efficient
short-term  cash flow.  As seen in the results for the three  months ended March
31, 2006,  diagnostic  products have been the major focus and the Photon(TM) and
other extensive research and development  projects have been put on hold pending
future evaluation when the Company's  financial position  improves.  The Company
does not focus on a specific diagnostic product or products but, instead, on the
entire diagnostic product group.

Results of Operations

         Three Months Ended March 31, 2007  Compared to Three Months Ended March
31, 2006.

         Net sales for the three  months  ended  March  31,  2007  decreased  by
$66,000,  or 14%, to  $397,000  as  compared to $463,000  for the same period of
2006.  This reduction in sales was primarily due to decreased sales of the Blood
Flow  Analyzer(TM),  LD400 and TKS 5000  autoperimeters, and the CT 200  Corneal
Topographer.



                                       11


         For the three  months ended March 31,  2007,  sales from the  Company's
diagnostic  products  totaled  $370,000,  or 93% of total revenues,  compared to
$413,000,  or 89% of total revenues,  for the same period of 2006. The remaining
7% of sales,  or $27,000  during the three months ended March 31, 2007, was from
parts, disposables, and service revenue.

         Sales of the P60 UBM  Ultrasound  Biomicroscopes  increased to $154,000
during the three months ended March 31, 2007, or 39% of total quarterly revenues
for the  period,  compared to $60,000,  or 13% of total  revenues,  for the same
period last year. Sales of the Blood Flow  Analyzer(TM)  decreased by $21,000 to
$30,000,  or 8% of total  revenues,  for the three  months ended March 31, 2007,
compared  to net sales of  $51,000,  or 11% of total  revenues,  during the same
period in 2006. Sales from the P37, P37-II and P2700 A/B Scan Ocular  Ultrasound
Diagnostic increased to $117,000, or 29% of total revenues,  for the three month
period ended March 31, 2007, compared to $82,000, or 18% of total revenues,  for
the  same  period  last  year.  Combined  sales  of  the  LD 400  and  TKS  5000
autoperimeters  and the CT 200 Corneal  Topographer were $69,000,  or 17% of the
total revenues, for the three months ended March 31, 2007, compared to $208,000,
or 45% of total revenues, for the same period of 2006.

         Sales have been lower  during the three months ended March 31, 2007 for
the  Company  due to a  variety  of  reasons.  Sales  of the P60 UBM  Ultrasound
Biomicroscope  decreased  primarily as a result of ongoing software  development
and hardware  configuration problems with the new P60, which received FDA 510(k)
premarket  approval  on May 26,  2005 that  allowed the device to be sold in the
United States. The hardware  configuration problems have since been resolved and
the Company  continues to work on resolving the software  development  problems.
The Company anticipates reversing the downward trend in sales through additional
efforts  by the  Company to gain more  widespread  support  for the P60  through
increased clinical  awareness,  product development and improved marketing plans
and a new software package that is in the final stages of development.

         Sales of surgical products are at a standstill  pending FDA approval of
the Photon(TM) laser system. In the three month period ended March 31, 2007, the
Company  realized no sales in the surgical line consisting of the  Precissionist
Thirty Thousand(TM) and the Photon(TM) laser system. There were also no sales in
the surgical line for the comparable period of 2006.

         Gross profit for the three months ended March 31, 2007 decreased to 43%
of total  revenues,  compared  to 52% of total  revenues  for the same period in
2006.  This  decrease in gross  profit for the three months ended March 31, 2007
was  mainly  due to  increase  costs of parts and labor  expenses.  There was no
increase or decrease to cost of sales as a result of a change to the reserve for
obsolete inventory in 2006.

         Marketing  and  selling  expenses  increased  by  $37,000,  or 47%,  to
$115,000,  for the three  months  ended  March 31,  2007,  from  $78,000 for the
comparable  period in 2006.  This  increase was due  primarily to an increase in
both domestic and international sales staff.

         General and administrative  expenses  decreased by $61,000,  or 24%, to
$189,000  for the three  months  ended March 31,  2007,  from  $250,000  for the
comparable period in 2006. The reduction in general and administrative  expenses
was  primarily  due to a reduction in  management  salaries and in the number of
employees, and enhanced operating efficiencies.

         Also during 2006, the Company collected $4,000 in receivables that were
previously  allowed in the allowance  for doubtful  accounts.  During 2006,  the
Company increased allowance for doubtful accounts by $1,000.

         Research,  development and service  expenses  decreased by $60,000,  or
48%, to $64,000 for the three months ended March 31, 2007,  compared to $124,000
in the same period of 2006.  This  reduction  was mainly due to  decrease  costs
relating to the development of the new P60 UBM.

         Due to our ongoing cash flow  difficulties,  the Company's  vendors and
suppliers were contacted during 2006 and 2005 with attempts to negotiate reduced
payments and  settlement of  outstanding  accounts  payable.  While some vendors
refused to negotiate and demanded  payment in full, some vendors were willing to
settle for a reduced  amount.  The  accounts  payable  forgiven  by vendors  and
suppliers  resulted  in a gain of $34,000  and  $12,000  during the years  ended
December 31, 2006 and 2005, respectively.  In 2007 the Company is continuing its
negotiations with some vendors and suppliers.


                                       12


Liquidity and Capital Resources

         The Company used $140,000 in cash in operating activities for the three
months  ended March 31,  2007,  compared to $152,000  for the three months ended
March 31, 2006.  The  reduction in cash used for  operating  activities  for the
three months ended March 31, 2007 was  primarily  attributable  to the Company's
net loss and decreases in accounts  payable,  accounts  receivable and inventory
and a  significant  reduction  in  the  beneficial  conversion  feature  of  the
convertible  notes.  The Company used $0 in investing  activities  for the three
months ended March 31, 2007,  compared to $5,000 used for the three months ended
March 31, 2006.  Net cash received in financing  activities was $0 for the three
months ended March 31, 2007,  versus cash provided from financing  activities of
$491,000 in the same period in 2006. The Company had working capital of $123,000
as of March 31, 2007,  compared to a working capital of $431,000 as of March 31,
2006.  In the past,  the Company has relied  heavily upon sales of the Company's
common and preferred  stock to fund  operations.  There can be no assurance that
such equity funding will be available on terms  acceptable to the Company in the
future.

         As of March 31, 2007, the Company had net operating loss carry-forwards
(NOLs) of approximately $56 million.  These loss carry-forwards are available to
offset  future  taxable  income,  if any,  and have  begun to expire in 2001 and
extend  for twenty  years.  The  Company's  ability  to use net  operating  loss
carryforwards   (NOLs)  to  offset  future  income  is  dependant  upon  certain
limitations as a result of the pooling  transaction with Vismed and the tax laws
in effect at the time of the NOLs 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 a change of ownership.

         As of March 31, 2007, the Company had accounts  payable of $411,000,  a
significant  portion of which was over 90 days past due,  compared  to  accounts
payable of $432,000 as of March 31, 2006.  The Company has contacted many of the
vendors or companies  that have  significant  amounts of payables past due in an
effort to delay payment,  renegotiate a reduced settlement payment, or establish
a  longer-term   payment  plan.  While  some  companies  have  been  willing  to
renegotiate the outstanding amounts, others have demanded payment in full. Under
certain conditions,  including but not limited to judgments rendered against the
Company in a court of law, a group of  creditors  could force the  Company  into
bankruptcy  due to its  inability  to pay the  liabilities  arising  out of such
judgments at that time.  In addition to the accounts  payable  noted above,  the
Company also has  non-cancelable  capital lease  obligations and operating lease
obligations that require the payment of $14,000 in 2006, and $218,000 in 2007.

         The  Company  has taken  numerous  steps to reduce  costs and  increase
operating efficiencies. These steps consist of the following:

         1. The Company  closed its San Diego  facility.  In so doing,  numerous
manufacturing,  accounting and management responsibilities were consolidated. In
addition,  such closure resulted in significant  headcount reductions as well as
savings in rent and other overhead costs.

         2. The  Company  reduced  the size of its  manufacturing  facility  and
corporate  offices in Salt Lake City. In doing so,  management  responsibilities
were consolidated. Such reduction in space resulted in a reduction in the number
of employees, as well as savings in rent and other overhead expenses.

         3. The  Company  significantly  reduced the use of  consultants,  which
resulted in a large reduction of these expenses.

         4. The Company reduced its direct sales force to three representatives,
which resulted in less payroll, travel and other selling expenses.

         Because the Company has significantly fewer sales representatives,  its
ability to generate sales has been reduced.

         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 12% of total  outstanding  receivables as of
March  31,  2007  and 15% as of  December  31,  2006  compared  to 24% of  total
outstanding  receivables  as of March  31,  2006.  The  allowance  for  doubtful
accounts  decreased  from  $72,000 at December  31, 2006 to $62,000 at March 31,
2007.

         The Company intends to continue its efforts to reduce the allowance for
doubtful  accounts  as a  percentage  of  accounts  receivable.  The Company has
ongoing  efforts to collect a significant  portion of the sales price in advance


                                       13


of the sale or in a timely manner after delivery.  During the three months ended
March 31, 2007,  the Company made no  additions  to the  allowance  for doubtful
accounts.  The Company  believes  that by  requiring a large  portion of payment
prior  to  shipment,   it  has  greatly  improved  the   collectibility  of  its
receivables.

         The  Company   carried  an   allowance,   for   obsolete  or  estimated
non-recoverable  inventory of  $1,320,000  at March 31, 2007 and  $1,382,000  at
March 31, 2006, or 61% and 63% of total inventory,  respectively.  The Company's
means of expansion and development of product has been largely from  acquisition
of businesses,  product lines,  existing  inventory,  and the rights to specific
products.  Through  such  acquisitions,  the  Company has  acquired  substantial
inventory,  some of which the eventual use and recoverability was uncertain.  In
addition,  the Company has a  significant  amount of  inventory  relating to the
Photon(TM)  laser system,  which does not yet have FDA approval in order to sell
the product domestically. Therefore, the allowance for inventory was established
to reserve for these potential eventualities.

         On a quarterly basis, the Company attempts to identify  inventory items
that have shown relatively no movement or very slow movement.  Generally,  if an
item has shown little or no movement for over a year, it is determined not to be
recoverable  and a reserve is  established  for that item.  In addition,  if the
Company identifies products that have become obsolete due to product upgrades or
enhancements, a reserve is established for such products. The Company intends to
make efforts to sell these items at significantly  discounted  prices.  If items
are sold, the cash received would be recorded as revenue,  but there would be no
cost of sales on such items due to the reserve  that has been  recorded.  At the
time of  sale,  the  inventory  would  be  reduced  for the  item  sold  and the
corresponding inventory reserve would also be reduced.

         At this time, the Company's Photon(TM) Laser Ocular Surgery Workstation
requires  regulatory FDA approval in order to be sold in the United States.  Any
possible  future  efforts to complete the clinical  trials on the  Photon(TM) in
order to file for FDA approval  would depend on the Company  obtaining  adequate
funding.  The Company  estimates  that the funds needed to complete the clinical
trials in order to obtain the necessary regulatory approval on the Photon(TM) to
be approximately $225,000.

Effect of Inflation and Foreign Currency Exchange

         The Company has not  realized a reduction  in the selling  price of its
products as a result of domestic inflation.  Nor has it experienced  unfavorable
profit  reductions due to currency  exchange  fluctuations or inflation with its
foreign customers.  All sales transactions to date have been denominated in U.S.
dollars.  The Company has  experienced a higher cost for equipment  manufactured
for the  Company by Tinsley in  England  due to the  exchange  rate value of the
pound sterling.

Impact of New Accounting Pronouncements

         In February 2006, the FASB issued SFAS No. 155,  Accounting for Certain
Hybrid Financial Instruments.  This statement is an amendment of FASB Statements
Nos. 133 and 140 to address what had been characterized as a temporary exemption
from the  application of the  bifurcation  requirements  of Statement No. 133 to
beneficial  interests in securitized  financial  assets.  Prior to the effective
date of Statement No. 133, the FASB received inquiries on the application of the
exception  in  paragraph  14 of  Statement  No. 133 to  beneficial  interests in
securitized financial assets. In response to the inquiries, Implementation Issue
D1 indicated that,  pending issuance of further guidance,  entities may continue
to apply  the  guidance  related  to  accounting  for  beneficial  interests  in
paragraphs 14 and 362 of Statement No. 140. Those  paragraphs  indicate that any
security that can be  contractually  prepaid or otherwise  settled in such a way
that the  holder of the  security  would not  recover  substantially  all of its
recorded  investment  should be subsequently  measured like  investments in debt
securities  classified as available-for-sale or trading under FASB Statement No.
115, Accounting for Certain  Investments in Debt and Equity Securities,  and may
not  be  classified  as  held-to-maturity.   Further,  Implementation  Issue  D1
indicated that holders of beneficial  interests in securitized  financial assets
that are not  subject  to  paragraphs  14 and 362 of  Statement  No. 140 are not
required to apply Statement No. 133 to those beneficial  interests until further
guidance is issued.  The Company believes the adoption of new standards will not
have a material effect on its financial  position,  results of operations,  cash
flows, or previously issued financial reports.

         In March 2006,  the FASB issued SFAS No. 156,  Accounting for Servicing
of Financial  Assets.  This statement amends FASB Statement No. 140,  Accounting
for  Transfers  and  Servicing  of  Financial  Assets  and   Extinguishments  of
Liabilities,  with respect to the accounting for separately recognized servicing
assets and servicing liabilities. In this statement the board decided to broaden
the  scope  of the  project  to  include  all  servicing  assets  and  servicing
liabilities.  Servicing  assets  and  servicing  liabilities  may be  subject to
significant  interest rate and prepayment risks, and many entities use financial
instruments to mitigate those risks.  Currently,  servicing assets and servicing
liabilities  are amortized  over the expected  period of estimated net servicing


                                       14


income or loss and  assessed for  impairment  or  increased  obligation  at each
reporting  date.  The board  acknowledged  that the  application of the lower of
carrying amount or fair value measurement  attribute to servicing assets results
in asymmetrical  recognition of economic events, because it requires recognition
of all decreases in fair value but limits recognition of increases in fair value
to the original carrying amount.

         Statement No. 156 requires  that all  separately  recognized  servicing
assets and  servicing  liabilities  be  initially  measured  at fair  value,  if
practicable.   The  board  concluded  that  fair  value  is  the  most  relevant
measurement  attribute for the initial  recognition of all servicing  assets and
servicing  liabilities,  because it  represents  the best measure of future cash
flows. This statement permits, but does not require, the subsequent  measurement
of servicing assets and servicing liabilities at fair value. An entity that uses
derivative  instruments to mitigate the risks  inherent in servicing  assets and
servicing liabilities is required to account for those derivative instruments at
fair value.  Under this  statement,  an entity can elect  subsequent  fair value
measurement of its servicing  assets and servicing  liabilities  by class,  thus
simplifying its accounting and providing for income statement recognition of the
potential  offsetting  changes in fair value of the servicing assets,  servicing
liabilities,  and  related  derivative  instruments.  An entity  that  elects to
subsequently measure servicing assets and servicing liabilities at fair value is
expected  to  recognize  declines  in fair  value of the  servicing  assets  and
servicing  liabilities  at fair value is expected to recognize  declines in fair
value of the servicing assets and servicing  liabilities more  consistently than
by reporting other-than-temporary impairments. The Company believes the adoption
of new  standards  will not have a material  effect on its  financial  position,
results of operations, cash flows, or previously issued financial reports.

         In September 2006, the FASB issued SFAS No. 158, Employers'  Accounting
for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB
Statements No. 87, 88, 106, and 132(R) ("SFAS 158").  Under SFAS 158,  companies
must  recognize a net  liability  or asset to report the funded  status of their
defined benefit pension and other postretirement  benefit plans on their balance
sheets.  The effective date of the  recognition  and  disclosure  provisions for
calendar-year  public  companies is for calendar years ending after December 15,
2006. The Company is currently evaluating the impact of this new standard but it
is not  expected  to have a  significant  effect on the  consolidated  financial
statements for the year ended December 31, 2006.

         In  September   2006,   the  FASB  issued  SFAS  No.  157,  Fair  Value
Measurements ("SFAS 157"). SFAS 157 defines fair value,  establishes a framework
for measuring fair value, and expands disclosures about fair value measurements.
SFAS 157  will be  applied  prospectively  and is  effective  for  fiscal  years
beginning  after  November 15,  2007,  and interim  periods  within those fiscal
years.  SFAS 157 is not  expected  to have a  material  impact on the  Company's
consolidated financial statements.

Item 3. Controls and Procedures

         a) Evaluation of disclosure controls and procedures.

         Under  the  supervision  and with the  participation  of the  Company's
management,  including its principal  executive officer and principal  financial
officer,  the Company evaluated the effectiveness of the design and operation of
its  disclosure  controls  and  procedures,  as defined in Rules  13a-15(e)  and
15d-15(e) under the Securities Exchange Act of 1934, as of March 31, 2007. Based
on this  evaluation,  the Company's  principal  executive  officer and principal
financial  officer  concluded  that, as of the end of the period covered by this
report,  the Company's  disclosure  controls and  procedures  were effective and
adequately  designed to ensure that the information  required to be disclosed by
the Company in the reports it files or submits under the Securities Exchange Act
of 1934 is recorded, processed,  summarized and reported within the time periods
specified in applicable rules and forms.

         b) Changes in internal controls over financial reporting.

         During the three months ended March 31, 2007,  there has been no change
in the Company's  internal control over financial  reporting that has materially
affected,  or is reasonably likely to materially  affect, the Company's internal
control over financial reporting.

                            PART II Other Information

Item 1. 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


                                       15


shares of its common stock plus costs, attorney's fees and a wage penalty (equal
to 1,960 additional shares of its common stock) pursuant to Utah law. The action
is based  upon an  extension  of a written  employment  agreement.  The  Company
believes the claim is without merit and intends to vigorously defend against the
action.

         An action was  brought  against the  Company on  September  11, 2000 by
PhotoMed  International,  Inc.  and  Daniel  M.  Eichenbaum,  M.D.  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 under a license agreement dated July 7, 1993, with respect to
the sale of certain equipment, plus costs and attorneys' fees. Certain discovery
has taken place and the Company has paid royalties of $15,717, which the Company
believes  brings all payments  current as of the date of last payment on January
7, 2005. The Company has been working with PhotoMed 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 issue in
dispute  concerning  the method of  calculating  royalties is whether  royalties
should be paid on returned  equipment.  Since July 1, 2001,  only one Photon(TM)
laser  system  has been  sold and no  systems  returned.  Thus,  the  amount  of
royalties  due,  according to the Company's  calculations,  is $981. The Company
made  payment of this amount to Photomed and Dr.  Eichenbaum  on January 5, 2005
and, as a result,  seeks to have the legal  action  dismissed.  However,  if the
parties are unable to agree on a method for  calculating  royalties,  there is a
risk that  PhotoMed and Dr.  Eichenbaum  might amend their  complaint to request
termination of the license agreement and, if successful,  the Company would lose
its right to manufacture and sell the Photon(TM)laser system.

         An action was filed on June 20, 2003,  in the Third  Judicial  District
Court, Salt Lake County,  State of Utah (Civil No. 030914195) by CitiCorp Vendor
Finance, Inc., formerly known as Copelco Capital, Inc. The complaint claims that
$49,626 plus  interest is due for the leasing of three copy  machines  that were
delivered to the Company's Salt Lake City  facilities on or about April of 2000.
The action  also seeks an award of  attorney's  fees and costs  incurred  in the
collection.  The Company filed an answer to the complaint  disputing the amounts
allegedly  owed due to machine  problems  and a claimed  understanding  with the
vendor.  The Company  returned two of the  machines.  The Company was engaged in
settlement  discussions  with CitiCorp until counsel for CitiCorp  withdrew from
the case. New counsel for CitiCorp was appointed.  After an initial meeting with
new counsel, the Company provided initial disclosures to the new counsel.

         On September 10, 2003, an action was filed against the Company by Larry
Hicks in the Third Judicial  District  Court,  Salt Lake County,  State of Utah,
(Civil No.  030922220),  for payments due under a consulting  agreement with the
Company.  The complaint  claims that monthly  payments of $3,083 are due for the
months of October 2002 to October 2003 under the  consulting  agreement  and, if
the agreement is terminated,  for the sum of $110,000 minus whatever the Company
has paid Mr. Hicks prior to such termination,  plus costs, attorney's fees and a
wage  penalty  pursuant to Utah law. The Company has filed an answer in which it
denies any liability to Mr. Hicks. Formal discovery in the matter has commenced.
The Company disputes the amount allegedly owed and intends to vigorously  defend
against such action.

         In December  2006, a hearing on the motion for summary  judgment in the
Todd Smith case (Third Judicial District Court, Salt Lake County, State of Utah,
Civil No.  030924951CN)  was held.  At the hearing the court  granted the motion
dismissing  the  case in its  entirety  against  the  Company  and  three of its
directors.  A notice  of  appeal  was  filed on  behalf  of Mr.  Smith  and then
subsequently withdrawn.

         Also in December 2006, a hearing on the motion for summary  judgment in
the Corinne Powell case (Third Judicial District Court, Salt Lake County,  State
of Utah,  Civil No.  030918364)  was held.  At the hearing the court granted the
motion  dismissing  the case in its entirety  against the Company and one of the
directors. The appeal time has expired with no appeal being filed.

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Callable Secured Convertible Notes and Warrants


                                       16


         February 28, 2006 Sale of $1,500,000 in  Convertible  Notes.  To obtain
funding  for the  Company's  ongoing  operations,  the  Company  entered  into a
securities  purchase  agreement  on  February  28,  2006  with  four  accredited
investors for the sale of (i) $1,500,000 in convertible  notes and (ii) warrants
to purchase  12,000,000  shares of its common stock. The sale of the convertible
notes  and  warrants  is to occur  in  three  traunches  and the  investors  are
obligated to provide the Company with an aggregate of $1,500,000 as follows:

         o    $500,000 was disbursed on February 28, 2006;
         o    $500,000 was  disbursed on June 28, 2006 after the Company filed a
              registration  statement on June 15, 2006 to register the shares of
              common stock  underlying the convertible  notes.  The registration
              statement  was  subsequently  withdrawn on July 25, 2006 and a new
              registration statement was filed on September 26, 2006 to register
              60,000,000  shares of common stock issuable upon conversion of the
              convertible notes; and
         o    $500,000 was  disbursed  on April 30,  2007,  the day prior to the
              effective date of the registration statement on May 1, 2007.

         Under the  terms of the  securities  purchase  agreement,  the  Company
agreed not, without the prior written consent of a  majority-in-interest  of the
investors,  to negotiate or contract with any party to obtain  additional equity
financing  (including debt financing with an equity component) that involves (i)
the  issuance of common  stock at a discount  to the market  price of the common
stock on the date of issuance  (taking into account the value of any warrants or
options to acquire common stock in connection  therewith),  (ii) the issuance of
convertible  securities that are  convertible  into an  indeterminate  number of
shares of common  stock,  or (iii) the  issuance of warrants  during the lock-up
period beginning  February 28, 2006 and ending on the later of (a) 270 days from
February 28, 2006, or (b) 180 days from the date the  registration  statement is
declared effective.

         In  addition,  the Company  agreed not to conduct any equity  financing
(including debt financing with an equity  component) during the period beginning
February 28, 2006 and ending two years after the end of the above lock-up period
unless it first  provided each investor an option to purchase its pro-rata share
(based on the ratio of each  investor's  purchase under the Securities  Purchase
Agreement) of the  securities  being offered in any proposed  equity  financing.
Each investor must be provided  written notice  describing  any proposed  equity
financing at least 20 business days prior to the closing of such proposed equity
financing  and the option must be extended  to each  investor  during the 15-day
period following delivery of such notice.

         The $1,500,000 in convertible notes bears interest at 8% per annum from
the date of issuance. Interest is computed on the basis of a 365-day year and is
payable  quarterly in cash,  with six months of interest  payable up front.  The
interest  rate resets to zero  percent for any month in which the stock price is
greater than 125% of the initial market price,  or $.0275,  for each trading day
during that month. Any amount of principal or interest on the convertible  notes
that is not paid when due will bear  interest  at the rate of 15% per annum from
the date due thereof until such amount is paid. The convertible  notes mature in
three years from the date of issuance, and are convertible into our common stock
at the noteholders'  option, at the lower of (i) $.02 or (ii) 60% of the average
of the three  lowest  intraday  trading  prices for the common  stock on the OTC
Bulletin  Board for the 20 trading days before but not including the  conversion
date.  Accordingly,  there is no limit on the  number of shares  into  which the
notes may be converted.

         The convertible  notes are secured by the Company's  assets,  including
the  Company's  inventory,   accounts  receivable  and  intellectual   property.
Moreover,  the Company has a call option under the terms of the notes.  The call
option  provides  the  Company  with the right to prepay all of the  outstanding
convertible  notes at any time,  provided  there is no event of  default  by the
Company and the Company's  stock is trading at or below $.02 per share. An event
of default  includes the failure by the Company to pay the principal or interest
on  the  callable  secured  convertible  notes  when  due  or to  timely  file a
registration  statement as required by the Company or obtain  effectiveness with
the Securities and Exchange Commission of the registration statement. Prepayment
of the  convertible  notes is to be made in cash equal to either (a) 125% of the
outstanding  principal and accrued interest for prepayments  occurring within 30
days  following  the  issue  date of the  notes;  (b)  130%  of the  outstanding
principal and accrued interest for prepayments  occurring between 31 and 60 days
following the issue date of the notes; or (c) 145% of the outstanding  principal
and accrued interest for prepayments  occurring after the 60th day following the
issue date of the notes.

         The warrants are exercisable until five years from the date of issuance
at a purchase  price of $.10 per share.  The investors may exercise the warrants
on a cashless  basis if the shares of common stock  underlying  the warrants are
not then  registered  pursuant to an effective  registration  statement.  In the
event the investors  exercise the warrants on a cashless basis, then the Company


                                       17


will not receive any proceeds therefrom.  In addition, the exercise price of the
warrants  will be  adjusted in the event the Company  issues  common  stock at a
price below market,  with the exception of any securities  issued as of the date
of the warrants or issued in connection  with the callable  secured  convertible
notes issued pursuant to the securities purchase agreement.

         The noteholders  have agreed to restrict their ability to convert their
convertible  notes or exercise  their  warrants and receive shares of our common
stock  such  that the  number of  shares  of  common  stock  held by them in the
aggregate and their affiliates after such conversion or exercise does not exceed
4.99% of the then issued and outstanding  shares of common stock.  However,  the
noteholders  may repeatedly sell shares of common stock in order to reduce their
ownership  percentage,  and  subsequently  convert  additional  callable secured
convertible  notes. The Company is required to register the 60,000,000 shares of
its  common  stock  issuable  upon  the  conversion  of  the  callable   secured
convertible notes that were issued to the noteholders pursuant to the securities
purchase agreement dated February 28, 2006.

         The  Company's  obligation  to  issue  shares  upon  conversion  of the
callable secured convertible notes is essentially limitless. The following is an
example  of the  amount  of  shares  of  common  stock  that are  issuable  upon
conversion of $3,145,080  principal amount of callable secured convertible notes
(excluding accrued interest), based on market prices 25%, 50%, and 75% below the
market price, as of March 22, 2007 of $.02.

    % Below      Price Per     With 40%        Number of              % of
    Market        Share       Discount      Shares Issuable        Outstanding*
    ------        -----       --------      ---------------        -----------
     25%          $.015        $.009           340,453,333             171.3%
     50%          $.01         $.006           524,180,000             257.0%
     75%          $.005        $.003         1,048,360,000             513.9%

*Based on 203,986,625 shares outstanding as of March 31, 2007.

         As  illustrated,  the number of shares of common  stock  issuable  upon
conversion of the Company's  convertible notes will increase if the market price
of the Company's  common stock  declines,  which will cause dilution to existing
stockholders.

Adjustable Conversion Price of Convertible Notes
------------------------------------------------

         The callable secured  convertible  notes are convertible into shares of
the Company's  common stock at a 40% discount to the trading price of the common
stock prior to the conversion. The significant downward pressure on the price of
the common stock as the noteholders  convert and sell material amounts of common
stock  could  encourage  short  sales by  investors.  This could  place  further
downward  pressure on the price of the common stock. The noteholders  could sell
common  stock  into the market in  anticipation  of  covering  the short sale by
converting their securities,  which could cause further downward pressure on the
stock price. In addition,  not only the sale of shares issued upon conversion or
exercise of notes, warrants and options, but also the mere perception that these
sales  could  occur,  may have a  depressive  effect on the market  price of the
common stock.

Possible Dilution to Stockholders
---------------------------------

         The  issuance  of  shares  upon  conversion  of  convertible  notes and
exercise of warrants may result in  substantial  dissolution to the interests of
other  stockholders  since the holders of the  convertible  notes may ultimately
convert  and  sell  the full  amount  issuable  upon  conversion.  Although  the
noteholders  may not convert their  callable  secured  convertible  notes and/or
exercise their warrants if such conversion or exercise price would cause them to
own more than 4.99% of the Company's  outstanding common stock, this restriction
does not prevent the noteholders from converting and/or exercising some of their
holdings  and then  converting  the rest of their  holdings.  In this  way,  the
noteholders  could sell more than this limit while never  holding more than this
limit. There is no upper limit on the number of shares that may be issued, which
will have the effect of further diluting the  proportionate  equity interest and
voting power of holders of the Company's common stock.

Item 3. Defaults Upon Senior Securities

None


                                       18


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

None

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

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

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

 Exhibit
   No.                   Document Description
 -------                 --------------------
   2.1            Amended  Agreement and Plan of Merger between Paradigm Medical
                  Industries,   Inc.,  a  California  corporation  and  Paradigm
                  Medical Industries, Inc., a Delaware corporation(1)
   3.1            Certificate of Incorporation(1)
   3.2            Amended Certificate of Incorporation(13)
   3.3            Bylaws(1)
   4.1            Specimen Common Stock Certificate (2)
   4.2            Specimen Series C Convertible Preferred Stock Certificate(3)
   4.3            Certificate  of  the  Designations,  Powers,  Preferences  and
                  Rights of the Series C Convertible Preferred Stock(3)
   4.4            Specimen Series D Convertible Preferred Stock Certificate (4)
   4.5            Certificate  of  the  Designations,  Powers,  Preferences  and
                  Rights of the Series D Convertible Preferred Stock (5)
   4.6            Certificate of Designations, Powers, Preferences and Rights of
                  the Series G Convertible Preferred Stock (6)
   10.1           Exclusive Patent License Agreement with PhotoMed(1)
   10.2           Consulting Agreement with Dr. Daniel M. Eichenbaum(1)
   10.3           1995 Stock Option Plan (1)
   10.4           Securities  Purchase  Agreement  with AJW  Partners,  LLC, AJW
                  Offshore, Ltd., AJW Qualified Partners, LLC and New Millennium
                  Capital Partners II, LLP (the "Purchasers")(7)
   10.5           Form of Convertible Note with each purchaser(7)
   10.6           Form of Stock Purchase Warrant with each purchaser(7)
   10.7           Security Agreement with Purchasers(7)
   10.8           Intellectual Property Security Agreement with Purchasers(7)
   10.9           Registration Rights Agreement with Purchasers(7)
   10.10          Stock   Purchase   Agreement  with  Mackey  Price  Thompson  &
                  Ostler(8)
   10.11          Employment Agreement with Raymond P.L. Cannefax(9)
   10.12          Securities  Purchase  Agreement  with AJW  Partners,  LLC, AJW
                  Offshore, Ltd., AJW Qualified Partners, LLC and New Millennium
                  Capital Partners II, LLP(10)
   10.13          Form  of   Callable   Secured   Convertible   Note  with  each
                  purchaser(10)
   10.14          Form of Stock Purchase Warrant with each purchaser(10)
   10.15          Security Agreement with Purchasers(10)
   10.16          Intellectual Property Security Agreement with Purchasers(10)
   10.17          Registration Rights Agreement with Purchasers(10)
   10.18          Settlement Agreement with Dr. Joseph W. Spadafora (11)
   10.19          Worldwide OEM Agreement with MEDA Co., Ltd. (12)
   10.20          Second  Amendment to the  Registration  Rights Agreement dated
                  April 27, 2005 (14)
   10.21          Second  Amendment to the  Registration  Rights Agreement dated
                  February 28, 2006 (14)
   31.1           Certification  pursuant to 18 U.S.C.  Section 1350, as enacted
                  by Section 302 of the Sarbanes-Oxley Act of 2002
   31.2           Certification  pursuant to 18 U.S.C.  Section 1350, as enacted
                  by Section 302 of the Sarbanes-Oxley Act of 2002

                                       19


   32.1           Certification  pursuant to 18 U.S.C.  Section 1350, as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   32.2           Certification  pursuant to 18 U.S.C.  Section 1350, as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 -----------------
   (1)            Incorporated by reference from Registration  Statement on Form
                  SB-2, as filed on March 19, 1996.
   (2)            Incorporated by reference from Amendment No. 1 to Registration
                  Statement on Form SB-2, as filed on May 14, 1996.
   (3)            Incorporated  by reference  from Annual Report on Form 10-KSB,
                  as filed on April 16, 1998.
   (4)            Incorporated by reference from Registration  Statement on Form
                  SB-2, as filed on April 29, 1999.
   (5)            Incorporated by reference from Report on Form 10-QSB, as filed
                  on August 16, 2000.
   (6)            Incorporated by reference from Report on Form 10-QSB, as filed
                  on November 14, 2003.
   (7)            Incorporated  by reference from Current Report on Form 8-K, as
                  filed on May 18, 2005.
   (8)            Incorporated by reference from Registration  Statement on Form
                  SB-2, as filed on June 22, 2005.
   (9)            Incorporated  by reference from Current Report on Form 8-K, as
                  filed on January 18, 2006.
   (10)           Incorporated  by reference from Current Report on Form 8-K, as
                  filed on March 1, 2006.
   (11)           Incorporated by reference from Registration  Statement on Form
                  SB-2, as filed on June 15, 2006.
   (12)           Incorporated  by reference from Current Report on Form 8-K, as
                  filed on June 19, 2006.
   (13)           Incorporated by reference from Registration  Statement on Form
                  SB-2, as filed on September 15, 2006.
   (14)           Incorporated by reference from Registration  Statement on Form
                  SB-2, as filed on April 16, 2007.

         (b) Reports on Form 8-K

         No  reports on Form 8-K were filed by the  Company  during the  quarter
ended March 31, 2007.



                                       20


                                   SIGNATURES

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

                                   PARADIGM MEDICAL INDUSTRIES, INC.



 May 22, 2007                       /s/ Raymond P.L. Cannefax
                                   ---------------------------------------------
                                   Raymond P.L. Cannefax
                                   President and Chief Executive Officer


 May 22, 2007                       /s/ Luis A.  Mostacero
                                   ---------------------------------------------
                                   Luis A. Mostacero, Vice President of Finance,
                                   Treasurer and Secretary



















                                       21

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