UNITED STATES
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of Earliest Event Reported): December 24, 2007

                        PARADIGM MEDICAL INDUSTRIES, INC.
             (Exact name of registrant as specified in this Charter)

               Delaware                  0-28498                  87-0459536
           -------------------        ----------------      --------------------
              (State or               (Commission File         (IRS Employer
           other jurisdiction             Number)            Identification No.)
            of incorporation)

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

       Registrant's Telephone Number, Including Area Code: (801) 977-8970

                                 Does Not Apply
          (Former name or former address, if changed since last report)


ITEM 8.01 Other Events

         On December 24, 2007, Paradigm Medical Industries, Inc. (the "Company")
completed  financing  involving the sale of  $1,000,000  in secured  convertible
notes.  The notes are to be purchased in  traunches  with the first  traunche of
$250,000 and then monthly traunches of $100,000 each until a total of $1,000,000
in notes have been purchased.  The Company  received the first traunche upon the
signing of the  definitive  investment  agreements  on December  24,  2007.  The
financing was obtained through The NIR Group of Rosalyn, New York.

         Under the terms of the notes,  the unpaid  principal  balance of notes,
together with any accrued interest thereon, is due and payable three years after
the date of  issuance.  The  unpaid  principal  balance  on the notes  that were
purchased on December 24, 2007 is due on December 24, 2010.  Interest is payable
on the notes at 8% per  annum,  payable  quarterly  in cash,  with six months of
interest payable up front. However, the interest rate resets to zero percent for
any month in which the stock price is greater  than $.0275 for each trading date
during that month.

         The notes are secured by the Company's assets,  including the Company's
inventory,  accounts  receivable and intellectual  property.  The notes are also
convertible.  The  Purchasers  have the right to convert their notes at any time
into shares of the Company's  common stock. The conversion price of the notes is
equal to the lesser of (i) $.02 and (ii) the  average  of the  lowest  intra-day
trading  prices during the 20 trading days  immediately  prior to the conversion
date  discounted  by 50%.  However,  in no event are the  Purchasers  allowed to
convert any  portion of their notes in excess of that  portion of the notes upon
conversion  of which the sum of the number of shares  beneficially  owned by the
Purchasers and the number of shares  issuable upon  conversion of the portion of
the notes with respect to which such  determination  is being made, would result
in  beneficial  ownership by the  Purchasers of more than 4.99% of the Company's
outstanding common shares.

         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
notes at any time,  provided there is no event of default by the Company and the
Company's  stock is  trading  at or below  $.10 per  share.  An event of default
includes  the  failure by the  Company to pay the  principal  or interest on the
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 notes is to be made in cash equal
to  either  (i) 125% of the  outstanding  principal  and  accrued  interest  for
prepayments occurring within 30 days following the issue date of the notes; (ii)
130% of the outstanding principal and accrued interest for prepayments occurring
between 31 and 60 days following the issue date of the notes;  and (iii) 145% of
the outstanding  principal and accrued interest for prepayments  occurring after
the 60th day following the issue date of the notes.

         The Company's  right to repay the notes is exercisable on not less than
ten trading days prior written notice to the Purchasers.  For notice purposes, a
trading  day is any day on which the  Company's  common  stock is traded for any
period on the OTC Bulletin Board.  Notwithstanding the notice of prepayment, the
Purchasers  have the right at all times to  convert  all or any  portion  of the
notes prior to payment of the prepayment amount.

         The Company also has a partial call option under the terms of the notes
in any month in which the current price of its common stock is below the initial
market price of $.02.  Under the terms of the partial  call option,  the Company
has  the  right  to pay the  outstanding  principal  amount  of the  notes  plus
one-month's  interest  for that month,  which will stay any  conversions  of the
notes by the Purchasers for that month.  The principal amount of the notes to be
repaid is determined by dividing the then  outstanding  principal  amount of the
notes by the maturity of the notes in months, or 36.

         As further consideration to the Purchasers of the notes, the Company is
required  to  issue  warrants  to the  Purchaser  to  acquire  an  aggregate  of
15,000,000  shares of the Company's  common stock at an exercise  price of $.001
per share.  The  warrants  will have a five year term from the date of issuance,
with  cashless  exercise  permitted  in the  event  there  is  not an  effective
registration statement registering the warrants. The Company is required to have
authorized,  and reserved for the purpose of  issuance,  a sufficient  number of
shares of its common stock to provide for the full conversion or exercise of the
outstanding  notes  and  warrants  and the  issuance  of its  common  shares  in
connection  therewith  (based on the conversion  price of the notes and exercise
price of the warrants in effect from time to time) and as otherwise  required by
the notes.


         The  Company is required  to  register  the shares of its common  stock
issuable upon the conversion of the notes and the exercise of the warrants.  The
registration statement must be filed with the SEC within 60 days of the December
24, 2007 closing date and the  effectiveness of the registration is to be within
135 days of such  closing  date.  Penalties of 2% of the  outstanding  principal
balance of the notes plus accrued  interest are to be applied for each month the
registration is not effective  within the required time. The penalty may be paid
in cash or stock at the option of the Company.

         The Company intends to use the proceeds from the financing for purchase
of inventory, sales and marketing, and working capital.

ITEM 9.01 Financial Statements and Exhibits

         (c)      Exhibits

         10.1     Securities  Purchase  Agreement  with AJW  Partners,  LLC, AJW
                  Offshore, Ltd., AJW Qualified Partners, LLC and New Millennium
                  Capital Partners II, LLP (the "Purchasers")

         10.2     Form of  Callable  Secured  Convertible  Note with each of the

         10.3     Form of Stock Purchase Warrant with each of the Purchasers

         10.4     Security Agreement with the Purchasers

         10.5     Intellectual Property Security Agreement with the Purchasers

         10.6     Registration Rights Agreement with the Purchasers


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        PARADIGM MEDICAL INDUSTRIES, INC.

Date: January 3, 2008.                  By:  /s/ Raymond P.L. Cannefax
                                           Raymond P.L. Cannefax
                                           President and Chief Executive Officer