UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB


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

For the quarterly period ended June 30, 2003




Commission file number  0-24897

SurgiLight, Inc.
(Exact name of small business issuer as specified in its charter)

Florida
(State or other jurisdiction of incorporation or
organization)
35-1990562
(IRS Employer Identification No.)

12001 Science Drive, Suite 140, Orlando, FL 32826
(Address of principal executive offices)

(407) 482-4555
(Issuer's telephone number)

Check whether the issuer: (1) filed all reports required to be filed
 by Section 13 or 15(d) of the Exchange Act during the past
 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.     Yes [x]   No [  ]


Number of shares outstanding of common equity, as of
September 30, 2003 was 45,080,712






















<PAGE>

SURGILIGHT CORPORATION AND SUBSIDIARIES

QUARTER ENDED JUNE 30, 2003

INDEX

PART I - FINANCIAL INFORMATION

ITEM 1 - Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets as of June 30, 2003 (unaudited) and
December 31, 2002.

Condensed Consolidated Statements of Operations for the three and six months
ended June 30, 2003 and 2002 (unaudited).

Condensed Consolidated Statements of Cash Flows for the three and
six months ended June 30, 2003 and 2002 (unaudited).

Condensed Consolidated Statement of Shareholder's Equity (unaudited).

Notes to Unaudited Condensed Consolidated Financial Statements.

ITEM 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations and Risk Factors.

ITEM 3 - Controls and Procedures.

PART II - OTHER INFORMATION

ITEM 1 - Legal Proceedings

ITEM 2 - Changes in Securities

ITEM 3 - Defaults upon Senior Securities

ITEM 4 - Submission of Matters to a Vote of Security Holders

ITEM 5 - Other Information

ITEM 6 - Exhibits and Reports on Form 8-K




<PAGE>
<TABLE>
<CAPTION>
Part I.  FINANCIAL INFORMATION
ITEM 1.  Financial Statements


                                        SURGILIGHT, INC.
                             CONDENSED CONSOLIDATED BALANCE SHEETS

<S>                                                 <C>           <C>
                            ASSETS
                                                     June 30,    December 31,
                                                       2003          2002
                                                     --------    ------------
                                                    (unaudited)
Current assets:
    Cash                                            $      -        $     -
    Accounts receivable trade, less allowances for
       doubtful accounts of $106,051                  343,388         26,526
    Accounts receivable - other                        48,750             -
    Inventories                                       180,000        927,453
    Prepaid data collection fees                      493,500        434,500
    Other current assets                               53,384         32,978
                                                     ---------     ----------
       Total current assets                         1,119,022      1,421,457

Property and equipment, net of accumulated
depreciation of $115,857 and $102,818                  81,394         93,914

Other assets:
    Long-term inventories                           4,701,749      4,014,296
    Intangible assets, net of accumulated
amortization of $291,037 and $232,728                 297,343        333,152
    Assets of discontinued operations                 264,477        484,101
                                                    ----------     ----------

       Total assets                                $6,463,985     $6,346,920
                                                   ==========     ==========

                    LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities:
    Bank overdraft                                 $    3,424     $    3,678
    Accounts payable and accrued expenses           1,416,075      1,087,835
    Customer deposits                                 635,333        735,333
    Short-term debt                                   721,724        718,546
    Convertible debentures                            391,177      2,365,057
    Liabilities of discontinued operations                 -         115,119
                                                    ----------     ----------
      Total liabilities, all current                3,167,733      5,025,568

Debt to be converted into equity                    1,088,154             -

Commitments and Contingencies

Stockholders' equity:
    Common stock, $0.0001 par value; 60,000,000
 shares authorized; 45,126,847 and 30,847,005
 issued; 45,080,712 and 30,800,870 outstanding          4,513          3,085
    Preferred stock, $0.0001 par value; 5,000,000
 shares authorized; 47,000 issued and outstanding           6              6
    Additional paid in capital                     10,955,742      9,545,323
    Treasury stock, 46,135 shares (at cost)          (202,095)      (202,095)
    Accumulated deficit                            (8,550,068)    (8,024,967)
                                                    ----------     ----------
      Total stockholders' equity                    2,208,098      1,321,352
                                                    ----------     ----------

      Total liabilities and stockholders' equity   $6,463,985     $6,346,920
                                                    ==========     ==========
See accompanying notes to unaudited condensed consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                               SURGILIGHT, INC.
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

                             Three Months Ended         Six Months Ended
                            June 30,      June 30,    June 30,      June 30,
                              2003         2002         2003          2002
                            --------      --------    --------      --------
<S>                        <C>          <C>          <C>          <C>
Revenue:
   Sales of equipment      $  237,500   $  492,000   $  565,500   $1,050,778
   Other                       20,285       19,037       24,571       30,430
                           -----------  -----------  -----------  -----------
   Total Revenue              257,785      511,037      590,071    1,081,208
Cost of Sales                  38,595       22,639       72,839      133,419
                           -----------  -----------  -----------  -----------
   Gross profit               219,190      488,398      517,232      947,789

Operating expenses:
   Salaries and benefits      134,116      179,367      258,404      318,069
   Advertising and selling     21,194       93,146       67,445      128,229
   Administrative and other   152,963      127,172      272,413      261,648
   Professional fees           54,692       47,159      135,119      161,593
   Research and development    63,001       48,940      110,002       95,941
   Interest expense            12,746        4,383       25,457       11,338
   Depreciation                 6,307       33,852       13,039       76,990
   Amortization                29,154       26,325       58,309       52,650
                           -----------  -----------  -----------  -----------
   Total operating expenses   474,173      560,344      940,188    1,106,458
                           -----------  -----------  -----------  -----------
Income (loss) from operations(254,983)     (71,946)    (422,956)    (158,669)

Other income/expenses:
   Gain on sale of equipment       -            -            -       212,455
                           -----------   ----------  -----------   ----------
Income (loss) before
    income taxes             (254,983)     (71,946)    (422,956)      53,786
Provision for income tax           -            -            -            -
                           -----------   ----------   ----------   ----------
Income (loss) from
     continuing operations   (254,983)     (71,946)    (422,956)      53,786

Discontinued operations:
   Income from operations
      of AMLSI                     -        63,211           -       134,194
   Income (loss) from operations
   of Plantation (including
   $85,804 loss on disposal) (100,903)       6,107     (102,145)      (5,931)
                           ----------   ----------   ----------   ----------
   Net income from
   discontinued operations   (100,903)      69,318     (102,145)     128,263
                          -----------   ----------   -----------   ----------
   Net Income (loss)       $ (355,886)  $   (2,628)  $ (525,101)  $  182,049
                           ===========  ===========  ===========  ===========
   Basic income (loss) per share:
   Income (loss) from
     continuing operations     (0.006)      (0.002)      (0.012)       0.002
   Income (loss) from
     discontinued operations   (0.003)       0.002       (0.003)       0.004
                               -------      -------      -------       ------
    Net Income (loss)          (0.009)       0.000       (0.015)       0.006
                               =======      =======      =======       ======

   Diluted income (loss) per share:
    Income (loss) from
     continuing operations         -            -            -        0.002
    Income (loss) from
     discontinued operations       -            -            -        0.004
                              -------      -------      -------       ------
    Net Income (loss)              -            -            -        0.006
                              =======      =======      =======      =======
Weighted average shares used
in calculating net income
(loss) per share - Basic   40,253,972   28,834,870  36,405,947   28,620,526
Weighted average shares used
in calculating net income
(loss) per share - Diluted         -            -           -    31,897,213

See accompanying notes to unaudited condensed consolidated financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                       SURGILIGHT, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

                                                Six Months Ended June 30th
                                              -----------------------------
                                                      2003         2002
                                                    -------     --------
<S>                                              <C>            <C>
Cash flows from operating activities:
  Net income (loss)                              $  (525,101)   $  182,049
  Adjustments to reconcile net loss to net
    cash used in operating activities:
      Depreciation                                    13,039        76,960
      Amortization                                    58,309        52,650
      Gain on sale of equipment                           -       (212,455)
      Issuance of stock in non-cash transactions          -        147,493
 (Increase) decrease in assets and liabilities, net
    of business acquisitions and dispositions
      Receivables                                   (365,612)     (392,479)
      Inventories                                     60,000       172,557
      Other assets and liabilities                   (79,406)     (313,252)
      Accounts payable                               392,297             -
      Customer deposits                             (100,000)            -
      Discontinued operations                        104,505        100,521
                                                 -------------  ------------
      Net cash used in operating activities         (441,969)     (185,956)
                                                 -------------  ------------

Cash flows from investing activities:
  Purchases of equipment                                (519)      (13,440)
  Proceeds from sale of assets                            -        332,000
                                                -------------  ------------
      Net cash provided by (used in)
         investing activities                           (519)      318,560
                                                -------------  ------------

Cash flows from financing activities:
  Bank overdraft                                        (254)           -
  Proceeds from shareholder loans                      6,000            -
  Repayment of debt                                   (2,822)      (98,132)
  Proceeds from private placement                    500,000            -
  Proceeds from debentures                                -         45,655
  Repayment of debentures                            (38,000)           -
  Loan Fees                                          (22,500)           -
  Proceeds from issuance of deferred stock                64            -
                                                 -------------  ------------
      Net cash provided by (used in)
        financing activities                         442,488       (52,477)
                                                 -------------  ------------
Net increase in cash                                      -         80,127
Cash, beginning of period                                 -        438,072
                                                 -------------  ------------
Cash, end of period                              $        -     $  518,199
                                                ============== ============

Supplemental disclosure:
Cash paid during the period for interest         $     3,049    $   20,374
                                                ============== ============
Supplemental Information:
GEM Convertible Debenture - On June 17, 2003, the Company issued 9,802,409
 shares that satisfied its convertible debenture issued to GEM (see Note 5).

See accompanying notes to unaudited condensed consolidated financial statements.
</TABLE>






<PAGE>
<TABLE>
<CAPTION>




                                         SURGILIGHT, INC.
         CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)
                             For the Three Months Ended June 30, 2003

<S>              <C>         <C>    <C>      <C>        <C>
                                                        Additional
	             Common    Common Preferred Preferred  Paid-In
                   Shares    Amount  Shares   Amount     Capital
                 ----------  ------ --------  --------- ----------
Balances at
March 31, 2003   39,326,631  $3,933   47,000        $6  $10,044,475

GEM debenture
conversion        5,800,216     580       -          -      911,267

Net loss                -         -       -          -           -
                 ----------  ------ --------  ---------  ----------

Balances at
June 30, 2003    45,126,847  $4,513   47,000       $6   $10,955,742
                 ==========  ====== ========  ========= ===========
</TABLE>


<TABLE>
<CAPTION>

<S>              <C>        <C>           <C>
                                            Total
	           Treasury   Accumulated   Stockholders'
                   Stock      Deficit         Equity
                 --------   ------------  ------------
Balances at
March 31, 2003   $(202,095) $(8,194,182)  $1,652,137

GEM debenture
conversion             -            -        911,847

Net loss               -       (355,886)    (355,886)
                 ---------  ------------  ------------

Balances at
June 30, 2003   $(202,095) $(8,550,068)   $2,208,098
                ========== =============  ============

See accompanying notes to unaudited condensed consolidated financial statements.
</TABLE>


<PAGE>
                              SURGILIGHT INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

1.	Business and Basis of Presentation

SurgiLight, Inc. ("the Company" or "SurgiLight") designs, manufactures
and sells ophthalmic lasers and related products and services based on
its own and licensed intellectual property, primarily for use in
refractive and presbyopia procedures.  SurgiLight's wholly owned
subsidiaries, which comprise an operating segment of the Company,
(Plantation Laser Eye Center, "Plantation" and American Medical Laser
Services, Inc., "AMLSI") provide medical laser services in the state of
Florida.

Effective October 1, 2002, the Company entered into a formal plan to
dispose of both Plantation and AMLSI, therefore they have been reported
as Discontinued Operations in the accompanying financial statements.
The AMLSI operations were discontinued at December 31, 2002 and all of its
assets were written off except for the escrowed cash account.  On June 12,
2003, the Company entered into an agreement to sell certain of the
Plantation assets and cease all business operations; therefore that
subsidiary has been treated as disposed as of that date (see Note 3).


The manager and former owner of AMLSI is alleging a breach of contract
for the Company's alleged failure to provide up to $1 million of
working capital.  This dispute could effect the Company's ability
to control AMLSI if found to have merit as the manager claims,
as a result of the dispute, that he owns 55% of AMLSI.  The Company,
based on advice of legal counsel, believes that AMLSI is a wholly
owned subsidiary and, accordingly had consolidated the accounts of
AMLSI in its financial statements prior to December 31, 2002, at
which time the AMLSI accounts were written down to management's
estimated net realizable value.

The accompanying unaudited condensed consolidated financial statements
of SurgiLight, Inc., and its wholly owned subsidiaries have been
prepared in accordance with generally accepted accounting principles
for interim financial information in response to the requirements of
Article 10 of Regulation S-X and the instructions of Form 10-QSB.
Accordingly, they do not contain all of the information and footnotes
required by accounting principles generally accepted in the United
States of America.  Management believes the accompanying unaudited
condensed consolidated financial statements reflect all adjustments
(consisting only of normal recurring adjustments) considered necessary
for a fair presentation of the Company's financial position and the
results of its operations and its cash flows for the interim periods
presented.  These financial statements should be read in conjunction
with the audited financial statements as of December 31, 2002 and 2001,
including the notes thereto, and the other information included in the
Company's filing on Form 10-KSB, which was filed with the Securities
and Exchange Commission, SEC, on May 19, 2003. The following discussion
may contain forward looking statements which are subject to the risk
factors set forth in "Risks and Uncertainties" as stated in Item 2 of
this filing.  Operating results for the interim periods presented are
not necessarily indicative of the operating results that may be expected
for the year ending December 31, 2003.

Acquisitions and Dispositions

In March 1999 we acquired all of the outstanding shares of AMLSI
(formerly known as Advanced Marketing Technology, Inc.), a Florida
corporation, by issuing shares of our common stock, which were to be
delivered, based on selected performance criteria.  Mr. Paul Miano,
the president of AMLSI, was appointed as Vice President of Cosmetic
Laser Centers and a Member of our Board of Directors.  In April 1999,
only 20% of these shares were delivered to the shareholders of AMLSI
and the remaining 80% were escrowed by the Company to be held in escrow
until AMLSI met its performance criteria.

Mr. Miano has filed litigation against us alleging a breach of contract
for our alleged failure to provide up to $1 million of working capital
(see note 4 - Legal Proceedings).  This dispute could affect our ability
to control AMLSI if found to have merit as Mr. Miano claims, as a result
of the dispute, that he owns 55% of AMLSI.  We, based on advice of legal
counsel, believe that AMLSI is a wholly owned subsidiary and, accordingly
have consolidated the accounts of AMLSI in our financial statements.
There can be no guarantee we will prevail on the dispute.

At December 31, 2002 Mr. Miano ceased any business operations of AMLSI
and transferred the existing assets to a newly formed entity without
our consent or knowledge.  To the best of our knowledge, the remaining
asset of AMLSI at that date is as follows:  Cash - escrowed account,
$264,477.  We are not aware of any liabilities for which we are
responsible.  We have classified AMLSI as a Discontinued Operation in
the accompanying condensed consolidated financial statements at June 30,
2003 because effective October 1, 2002, we entered into a formal plan to
dispose of this entity.  We do not have free access to all of the
records of AMLSI and therefore the figures presented are derived
from available data that was provided by AMLSI.

On July 2, 2003, Merrill Lynch secured a judgment as a result of the
default on the $500,000 line-of-credit.  Subsequent to that, the
Company has released its rights to Merrill Lynch of the $264,477
of escrowed cash that has been subject of the ongoing dispute
between the Company and AMLSI.

The Board of Directors has determined that we should focus on
presbyopia as our core business product; therefore in March 2002
we signed a binding letter of intent to sell the remote international
laser center's assets and liabilities in China, Vietnam and Egypt.
The purchaser, Orlando-based Tao Enterprises, agreed to pay $332,000
for the assets, with up to an additional $50,000 to be based on clinic
revenues.  The Company's founder, former CEO and significant shareholder
J.T. Lin serves as beneficial owner of Tao Enterprises.  At this date,
Tao Enterprises has defaulted on the installment payments due February
15, 2003 and May 15, 2003 for $83,000 and $75,000, respectively.  In the
financial statements dated December 31, 2002 we have written off the
entire $158,000 remaining balance as uncollectible and have referred
the delinquency to an outside agency for collection.


On June 12, 2003, the Company entered into an agreement to sell
certain of the Plantation assets and cease all business operations;
therefore that subsidiary has been treated as disposed as of that date
(see Note 3).

Reclassifications - In its Form 10-KSB for the year ended December
31, 2002, the Company determined that contingencies related to certain
sales contracts precluded current recognition of revenue on those sales.
As a result, the Company recorded an $835,000 adjustment in its financial
statements for the year ended December 31, 2002.  Of the total $835,000,
approximately $585,000 related to the first six months of 2002 and $105,000
related to the three months ended June 30, 2002.

The Company has not restated its 10-QSB's for 2002 and accordingly,
those 10-QSB's filed by the Company should not be relied upon.  The
following schedule presents a reconciliation of the 2002 amounts reported
in this Form 10-QSB for the period ended June 30, 2003 to the amounts
reported in the previously filed June 30, 2002 Form 10-QSB.
<TABLE>
<CAPTION>
<S>               <C>             <C>           <C>               <C>

                                  Discontinued  Revenue
                  Consolidated     Operations   Recognition       SurgiLight
                 as originally   as originally  Adjustment        Restated
                 filed for the   filed for the  for the           for the
                  three months    three months  three             three
                     ended           ended      months ended     months ended
                 June 30, 2002   June 30, 2002 June 30, 2002    June 30, 2002

Revenues          $1,068,418     $  452,381     $(105,000)        $ 511,037
Cost of goods
sold                 148,454        125,815            -             22,639
Salaries &
benefits             296,531        100,163            -            196,368
Advert. &
selling               98,090          4,943            -             93,147
Admin & other        191,980         62,870            -            129,110
Professional fees    104,196         27,037            -             77,159
Depr. & amort.       110,984         50,807            -             60,177
Net interest          15,811         11,428            -              4,383
Other (Income)
 Loss                     -              -             -                 -
Net Income (Loss)  $ 102,372      $  69,318     $(105,000)         $ 71,946
</TABLE>


<TABLE>
<CAPTION>
<S>               <C>             <C>           <C>               <C>

                                  Discontinued  Revenue
                  Consolidated     Operations   Recognition       SurgiLight
                 as originally   as originally  Adjustment        Restated
                 filed for the   filed for the  for the           for the
                  three months    three months  three             three
                     ended           ended      months ended     months ended
                 June 30, 2002   June 30, 2002 June 30, 2002    June 30, 2002

Revenues          $2,502,290     $  835,859     $(585,223)       $1,081,208
Cost of goods
sold                 328,379        194,960            -            133,419
Salaries &
benefits             550,872        198,801            -            352,071
Advert. &
selling              133,734          5,505            -            128,229
Admin & other        392,270        128,684            -            263,586
Professional fees    275,872         54,278            -            221,594
Depr. & amort.       230,161        100,521            -            129,640
Net interest          36,185         24,847            -             11,338
Other (Income)
 Loss                212,455             -             -            212,455
Net Income (Loss)  $ 767,272      $ 128,263     $(585,223)         $ 53,786
</TABLE>

2.	Commitments and Contingencies

Presby Corporation - On December 5, 2001, the Company entered into
a settlement agreement with Presby Corporation and RAS Holding
Corporation regarding Presby's patent infringement lawsuit.  The
parties have agreed to an entry of a decree that acknowledges the
validity and enforceability of Presby's patent for the treatment of
Presbyopia.  The Company also agreed to make a one-time payment to
Presby.  In the opinion of management, the settlement will not have
a significant adverse effect on future operations of the Company.
On January 31, 2002 the one-time payment was made in accordance with
the settlement agreement.

SEC Investigation - On April 11, 2002, we were named as a party
defendant in a civil lawsuit filed in United States District Court for
the Middle District of Florida by the United States Securities and
Exchange Commission against Dr. J.T. Lin and Jeanette Lin, his wife,
and Mr. Aaron Tsai, an unrelated party. The suit alleges that Dr. Lin
and Mr. Tsai committed various acts of securities fraud in 1999 and
early 2000, and seeks damages and injunctive relief against them.  The
suit also seeks an injunction against us.  We have cooperated fully
with the SEC in the course of the investigation into the facts
surrounding this matter and have taken the position that these acts
were taken by Dr. Lin and his wife in their personal capacities and
not as agents of the Company or within the scope of their employment
with the Company.  We intend to defend vigorously any attempt to secure
an injunction against the Company.  Dr. Lin, the founder, former employee
and significant shareholder, has agreed to indemnify the Company against
any liabilities resulting from these actions.  On December 13, 2002, a
federal grand jury in the United States District Court found Dr. Lin
guilty on charges of securities fraud and money laundering and sentenced
him to a prison term of five years and ten months.  The SEC has not
notified us of any further action taken against the Company and there
is no assurance that we will prevail in any of our defenses against any
claims or liabilities brought against the Company. Our potential
liability results from a portion of the funds amounting up to
$1.475 million (including interest) allegedly obtained from this
scheme flowing into the Company's bank accounts.  After consultation
with legal counsel, we have not recorded an accrual in the accompanying
financial statements due to our assessment that any potential liability,
while possible, is not considered probable.

On May 31, the SEC presented the Company with an Asset Forfeiture Notice
requiring the transfer of all known assets of Dr. Lin, including all
stock certificates, to the United States Government.  Per the existing
Voting Trust Agreement, these shares will continue to be voted by the
outside directors of SurgiLight.

Product Liability - The sale of our medical products involves the
inherent risk of product liability claims.  We currently have product
liability insurance coverage in the amount of $1 million per occurrence
and $2 million in the aggregate, subject to various coverage exclusions.
We do not know whether claims against us arising with respect to our
products will be successfully defended or that our insurance will be
sufficient to cover liabilities arising from these claims.  A successful
claim against us in excess of our insurance coverage could have a
materially adverse effect on our business.

3.	Segment Information

The following presents the Company's segment information for the
three-month periods ended June 30, 2003 and 2002:
<TABLE>
<CAPTION>
<S>              <C>            <C>           <C>            <C>
                 SurgiLight     Centers       SurgiLight     Centers
                 June 30, 2002  June 30, 2002 June 30, 2002  June 30, 2002
Revenues          $  257,785    $   44,700     $(511,037)       $  452,381
Cost of goods
sold                  38,595        22,307        22,639           125,815
Salaries &
  benefits           134,116        11,437       179,367           100,163
Advert. &
  selling             21,194           620        93,146             4,943
Admin & other        152,963        22,386       127,172            62,870
Professional fees     54,692            -         47,159            27,037
Research &
  Development         63,001            -         48,940                -
Depr. & amort.        35,461            -         60,177            50,807
Net interest          12,746         3,049         4,383            11,428
Other (Income)
  Loss                    -         85,804            -                 -
Net Income (Loss)  $ 767,272     $(100,903)    $( 71,946)         $ 69,318
</TABLE>

The following presents the Company's segment information for the
six-month periods ended June 30, 2003 and 2002:
<TABLE>
<CAPTION>
<S>              <C>            <C>           <C>            <C>
                 SurgiLight     Centers       SurgiLight     Centers
                 June 30, 2002  June 30, 2002 June 30, 2002  June 30, 2002
Revenues          $  590,070    $  134,100    $1,081,208        $  835,859
Cost of goods
sold                  72,839        64,506       133,419           194,960
Salaries &
  benefits           258,404        31,556       318,069           198,801
Advert. &
  selling             67,445         1,456       128,229             5,505
Admin & other        272,412        46,314       261,648           128,684
Professional fees    135,119            -        161,594            54,278
Research &
  Development        110,002            -         95,940                -
Depr. & amort.        71,348            -        129,640           100,521
Net interest          25,457         6,609        11,338            24,847
Other (Income)
  Loss                    -         85,804      (212,455)               -
Net Income (Loss)  $(422,956)    $(102,145)    $  53,786          $128,263
</TABLE>

Plantation Laser Eye Center - On June 12, 2003, the Company entered into
an agreement to sell certain of the Plantation assets for a total
consideration of $133,820 that was comprised of the assumption of two
equipment leases of $59,293 and $9,527 and a cash payment of $65,000.
The related assets had a net book value of $219,624 at that date.
Accordingly, the Plantation subsidiary has been disposed as of June 12,
2003 and the resulting loss on disposal of $85,804 has been included in
the discontinued operations activity in this report.

4.	Legal Proceedings

Paul Miano - Advanced Medical Laser Services, Inc. ("AMLSI") and Paul
Miano ("Miano") filed a lawsuit against us on September 26, 2001, in
Broward County, later moved to Orange County, alleging breach of contract
for our alleged failure to finance up to $1,000,000 of working capital.

On July 2, 2003, Merrill Lynch secured a judgment as a result of the
default on the $500,000 line-of-credit.  Subsequent to that, the Company
has released its rights to Merrill Lynch of the $264,477 of escrowed cash
that has been subject of the ongoing dispute between the Company and AMLSI.

SEC Investigation - On April 11, 2002, we were named as a party defendant
in a civil lawsuit filed in United States District Court for the Middle
District of Florida by the United States Securities and Exchange Commission
against Dr. J.T. Lin and Jeanette Lin, his wife, and Mr. Aaron Tsai, an
unrelated party. The suit alleges that Dr. Lin and Mr. Tsai committed various
acts of securities fraud in 1999 and early 2000, and seeks damages and
injunctive relief against them.  The suit also seeks an injunction against
us.  We have cooperated fully with the SEC in the course of the investigation
into the facts surrounding this matter and have taken the position that these
acts were taken by Dr. Lin and his wife in their personal capacities and not
as agents of the Company or within the scope of their employment with the
Company.  We intend to defend vigorously any attempt to secure an injunction
against the Company.  Dr. Lin, the founder, former employee and significant
shareholder, has agreed to indemnify the Company against any liabilities
resulting from these actions.  On December 13, 2002, a federal grand jury in
the United States District Court found Dr. Lin guilty on charges of
securities fraud and money laundering and sentenced him to a prison term of
five years and ten months.  The SEC has not notified us of any further action
taken against the Company and there is no assurance that we will prevail in
any of our defenses against any claims or liabilities brought against the
Company. Our potential liability results from a portion of the funds
amounting up to $1.475 million (including interest) allegedly obtained from
this scheme flowing into the Company's bank accounts.  After consultation
with legal counsel, we have not recorded an accrual in the accompanying
financial statements due to our assessment that any potential liability,
while possible, is not considered probable.

On May 31, the SEC presented the Company with an Asset Forfeiture Notice
requiring the transfer of all known assets of Dr. Lin, including all stock
certificates, to the United States Government.  Per the existing Voting
Trust Agreement, these shares will continue to be voted by the outside
directors of SurgiLight.

Merrill Lynch Business Financial Services - On December 4, 2002, Merrill
Lynch Business Financial Services, Inc. ("Merrill Lynch") filed a lawsuit
in the Circuit Court for the Ninth Judicial Circuit in and for Orange
County, Florida, naming us, the Company, as debtor, AMLSI and J.T. Lin as
guarantors, and other parties, in connection with a $500,000 Line of Credit
and Loan and Security Agreement issued by Merrill Lynch to the Company,
which is collateralized by all the Company's assets.  Merrill Lynch has
alleged that we are in breach of the Loan and Security Agreement and has
requested the repayment of the principal balance under the Line of Credit
along with certain other remedies, including foreclosure of certain
collateral and appointment of a receiver over such collateral.

On July 2, 2003, Merrill Lynch secured a judgment as a result of the default
on the $500,000 line-of-credit.  Subsequent to that, the Company has released
its rights to Merrill Lynch of the $264,477 of escrowed cash that has been
subject of the ongoing dispute between the Company and AMLSI.  During
September 2003, Merrill Lynch also received $20,750 from the final proceeds
of the Plantation asset sale.  Currently, the liability due Merrill Lynch is
approximately $215,000 plus accrued interest.  The Company has negotiated a
payment plan for the remaining balance.

5.	Stockholders' Equity

The following highlight the changes in stockholders' equity during the second
quarter:

GEM Convertible Debenture - During January 2003, Global Emerging Markets
("GEM") had notified the Company of its intent to convert all of the
debenture's remaining balance to stock effective January 2003.  Subsequently
GEM and the Company agreed for GEM to convert the remaining $2 million
debenture to common stock at a price of $0.093.

On June 17, 2003, the Company issued to GEM 5,800,216 shares that when
combined with the transfer of the previously escrowed 4,002,132 shares that
collateralized the original debenture, GEM was issued possession of 9,802,348
of the 21,500,000 shares resulting from the conversion.  The remaining shares
of 11,697,652 are to be issued upon authorization to increase the Company's
total authorized common stock to 100 million from 60 million shares.

Stock Options - At June 30, 2003, the Company has two stock option plans.
The Company accounts for the plans under the recognition and measurement
principles of APB Opinion No. 25, Accounting for Stock Issued to Employees,
and related interpretations.  No stock-based employee compensation cost is
reflected in net income, as all options granted under the plan had an
exercise price not less than the market value of the underlying common stock
on the date of the grant.

The following table illustrates the effect on net income and earnings per
share if the Company had applied the fair value recognition provisions of
FASB Statement No. 123, Accounting for Stock-Based Compensation, to stock-
based employee compensation.

<TABLE>
<CAPTION>
                                              Three Months Ended June 30
<S>                                           <C>             <C>
                                                    2003             2002
Net income (loss), as reported                  $ (355,886)       $ (2,628)

Deduct: Total stock-based compensation
expense determined under fair value based
method for all awards, net of related
tax effects.                                        (1,033)       (360,030)

Net income (loss), pro forma                    $ (356,919)     $ (362,658)

Loss per share:
  Basic and Diluted - as reported                  $(0.009)        $(0.000)
  Basic and Diluted - pro forma                    $(0.009)        $(0.013)
</TABLE>

<TABLE>
<CAPTION>
                                                Six Months Ended June 30
<S>                                           <C>             <C>
                                                    2003             2002
Net income (loss), as reported                  $ (525,101)       $182,049

Deduct: Total stock-based compensation
expense determined under fair value based
method for all awards, net of related
tax effects.                                      (698,382)       (363,075)

Net income (loss), pro forma                   $(1,223,483)     $ (181,026)

Loss per share:
  Basic and Diluted - as reported                  $(0.013)        $(0.006)
  Basic and Diluted - pro forma                    $(0.030)        $(0.006)
</TABLE>

6.	Related Party Transactions

Premier Laser Systems - The Company's balance as of June 30, 2003 to
Premier Laser Systems, Inc. is $175,000 remaining from the purchase of
Premier's ophthalmic laser product line in December 2001.  Colette Cozean,
Ph.D., a Director and Chairwoman of the Board, founded Premier and served
in many capacities for that company from 1991 to 1999.  Premier currently
owes Dr. Cozean approximately $120,000 for severance, life insurance,
expenses and salary.  Premier also owes Dr. Cozean up to $157,375 as a
commission from sale of Premier assets of which $71,125 is from the second
acquisition of assets by SurgiLight.

In November 2000, the Company entered into a consulting agreement with Dr.
Cozean.  Currently, the Company agreed to pay her as CEO and a regulatory
consultant at a rate of $13,500 per month and issue her options each month
for 3,500 shares at a 10% discount off of fair market value in exchange for
her services.

Sale of Excimer Laser Systems - In February 2002, the Company signed an
agreement with TAO Enterprises, an entity owned by Dr. J. T. Lin, who is
a significant shareholder and who was also an employee and director of
the Company, to sell to TAO all of the assets and business of the
Company's international laser surgery centers and corresponding Excimer
laser technologies.  This sale included the assumption by TAO of the
obligations under the FDA consent decree, as those obligations relate
solely to Excimer and UV laser technologies for corneal shaping and not
the Company's current technology focus on Infrared lasers to treat
Presbyopia.  TAO agreed to pay $332,000 for the assets, with an
additional $50,000 to be based on clinical fees.  At December 31, 2002,
the Company has written off as uncollectible the $158,000 remaining on
the agreement.

Directors' Loans made to the Company - During October 2002, CEO Colette
Cozean and CFO Stuart Michelson each loaned the Company $20,000 which was
used to fund a portion of the closing costs on the Company's current debt
refinancing.  In addition, the accounts payable balance owed to Dr. Cozean
is covered by this loan agreement.  During April 2003, CFO Michelson
loaned an additional $6,000 to the Company that was used to fund operating
expenses.  UCC forms were filed to secure these loans with the Company's
intangible assets as well as other unpaid fees due these Directors.

Termination of Asia Vision Distribution Agreement - On May 27, 2003, the
Company terminated its international distribution agreement with Asia
Vision, whose territory included the significant portion of the Pacific Rim
countries.  The agreement was terminated for lack of performance.  It has
recently come to the attention of the Company, contrary to the assertions
of Dr. J.T. Lin that he or his family are beneficial owners of Asia Vision.

Except as described above, there are currently no proposed transactions
between the Company, its officers, directors, shareholders, and affiliates.
Our Board of Directors has adopted a policy regarding transactions between
the Company and any officer, director, or affiliate, including loan
transactions, requiring that all such transactions be approved by a
majority of the independent and disinterested members of the Board of
Directors and that all such transactions be for a bona fide business
purpose and be entered into on terms at least as favorable to the
Company as could be obtained from unaffiliated independent third parties.

7.	Terminations of Agreements

Termination of Asia Vision Distribution Agreement - On May 27, 2003, the
Company terminated its international distribution agreement with Asia
Vision, whose territory included the significant portion of the Pacific Rim
countries.  The agreement was terminated for lack of performance.  It has
recently come to the attention of the Company, contrary to the assertions of
Dr. J.T. Lin that he or his family are beneficial owners of Asia Vision.

Termination of EnVision Distribution Agreement - On March 12, 2003, the
Company terminated its international distribution agreement with EnVision,
whose territory included the Canadian provinces.  The agreement was
terminated for lack of performance.

Nonrenewal of Consultant Agreement - On March 20, 2003, the Company failed
to renew its consultant and distribution agreement with Ann Marie Hipsley.
The agreement expired on that date.

8.	Subsequent Events

Merrill Lynch Business Financial Services - On July 2, 2003, Merrill Lynch
secured a judgment as a result of the default on the $500,000
line-of-credit.  Subsequent to that, the Company has released its rights to
Merrill Lynch of the $264,477 of escrowed cash that has been subject of the
ongoing dispute between the Company and AMLSI.  During September 2003,
Merrill Lynch also received $20,750 from the final proceeds of the
Plantation asset sale.  Currently, the liability due Merrill Lynch is
approximately $215,000 plus accrued interest. The Company has negotiated
a payment plan for the remaining balance.

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

The Management's Discussion and Analysis of the Financial Condition and
Results of Operations reviews past performance and, where appropriate,
states expectations about future activities in forward-looking statements.
Future results may differ from expectations.

Operating Highlights:

Revenues - The revenues from equipment sales for the quarter ended June
30, 2003 (2003 Quarter) decreased by approximately 52% to $237,500 from
$492,000 for the quarter ended June 30, 2002 (2002 Quarter) and decreased
46% to $565,500 for the six-month period ending June 30, 2003 as compared
to $1,050,778 for the six-month period ending June 30, 2002 (2002 Period).
The 2003 Quarter decrease in revenue is primarily due to decreased sales
of the OptiVision Laser that the Company began selling as its primary
product in the 4th quarter of 2001.  The decreased revenues can be
attributed to the decreased investment in marketing and sales.

Salaries & Benefits - Expenses decreased 25% to $134,116 for the 2003
Quarter as compared to $179,367 for the 2002 Quarter and 19% to $258,404
for the 2003 Period as compared to $318,069 for the 2002 Period, due to
a reduction in both salary levels and full-time positions.

Advertising and Selling - Expenses decreased 77% to $21,194 for the
2003 Quarter as compared to $93,146 for the 2002 Quarter and 47% to
$67,445 for the 2003 Period as compared to $128,229 for the 2002 Period.
It is anticipated that these expenses will increase as the Company attends
additional tradeshows and revises its trade literature to reflect results
from the increased clinical activity as sales begin to recover, thus
allowing more funding for these expenses.

Administrative and Other - Expenses increased 20% to $152,963 for the 2003
Quarter as compared to $127,172 for the 2002 Quarter and increased 4% to
$272,413 for the 2003 Period from $261,648 for the 2002 Period.  The
increase is primarily attributed to the significant increase in liability
insurance premiums were partially offset by a decrease in sales related
accounts such as freight and office supplies.  All other administrative
accounts, such as rents and interest, were as expected.

Professional Fees - Expenses increased 16% to $54,692 for the 2003 Quarter
as compared to $47,159 for the 2002 Quarter but decreased 16% to $135,119
for the 2003 Period as compared to $161,593 for the 2002 Period.  The
increase is attributed to the elimination of the internal allocation of
these expenses to the Company's subsidiaries, the increase in consultant
expenses for the CEO and CFO positions, and the increased use of external
personnel conducting clinical courses.

Research and development - Expenses increased 29% to $63,001 for the 2003
Quarter from $48,940 from the 2002 Quarter and 15% to $110,002 for the 2003
Period as compared to $95,941 for the 2002 Period.  The increase is due to
the amortization of the clinical deposits as operations have been performed
both overseas and in the U.S.  The payroll and consultant expense
allocations have remained unchanged over these periods.

Interest Expense - Interest expense increased 191% to $12,746 for the 2003
Quarter as compared to $4,383 for the 2002 Quarter and 125% to $25,457 for
the 2003 Period from $11,338 for the 2002 Period due to the interest accrual
from loans from shareholders and the Merrill Lynch LOC that is now currently
exhausted.

Depreciation and Amortization - Expenses decreased 41% to $35,461 for the
2003 Quarter as compared to $60,177 for the 2002 Quarter and 45% to $71,348
for the 2003 Period from $129,640 for the 2002 Period.  The decrease in
depreciation resulted primarily from the December 31, 2002 write-off of the
Company's computer equipment and certain intangible assets.

Total Operating Expenses - In summary, expenses decreased 15% to $474,173
for the 2003 Quarter as compared to $560,344 for the 2002 Quarter and 15% to
$940,188 for the 2003 Period from $1,106,458 for the 2002 Period, which is
consistent with the lower level in sales over the comparative quarters.  The
Company has controlled its administrative and legal expenses while limiting
its spending in clinical trials and marketing.

Net Income (Loss) from Continuing Operations - The net loss from continuing
operations for the 2003 Quarter was $(254,983) or (0.006) cents per share as
compared to a net loss of $(71,946) or (0.002) cents per share for the 2002
Quarter.  The unfavorable decrease in the net loss over the quarters is
attributable to the overall decrease in sales activity reported.

Liquidity and Capital Resources

As of June 30, 2003, we had a bank overdraft of $(3,424) and a working
capital deficit of $(2,048,711) as compared to a cash overdraft of $(3,678)
and a working capital deficit of $(3,604,111) at December 31, 2002.  The
continuing overdraft in our cash can be primarily attributed to the lower
level of international sales than was expected and the delay in performing
U.S. clinical trials which resulted in our inability to collect progress
payments from our customers.

The Company's future capital requirements will depend on many factors, the
scope and results of pre-clinical studies and pre-clinical trials, the cost
and timing of regulatory approvals, research and development activities,
establishment of manufacturing capacity, and the establishment of the
marketing and sales organizations and other relationships, acquisitions or
divestitures, which may either involve cash infusions or require additional
cash.  There is no guarantee that without additional revenue or financing,
the Company will be able to meet its future working capital needs.

The Company has severe liquidity problems which compromises its ability to
pay principal and interest on debt and other current operating expenses in
a timely manner.  The Company is seeking additional sources of financing,
which may include short-term debt, long-term debt or equity.  There is no
assurance that the Company will be successful in raising additional capital.
In November 2002 the Company received a commitment letter for a $10 million
line of credit secured by the Company's inventory and accounts receivable.
The terms require obtaining a bank guarantee at a cost of $585,000, $92,500
of processing fees to be paid prior to closing, and an additional $153,000 to
be paid at time of closing the transaction.  The line of credit is for a term
of ten years and accrues interest at a fixed rate of 4.75% for amounts
utilized.  The Company has been negotiating the final agreement with the
lender.  However, there is no guarantee that the debt financing will be
received or if received will be according to these terms.

The Company's ability to meet its working capital needs will be dependent on
the ability to sign additional distribution and licensing arrangements,
achieve a positive cash flow from operations, achieve and sustain profitable
operations, and obtain additional debt and/or equity capital.

RISK FACTORS

Lack Of Liquidity

Our ability to meet our working capital needs will be dependent on the
ability to sign additional distribution and licensing arrangements, achieve
positive cash flow from operations, achieve sustainable profitable
operations, and acquire additional capital.  While we have produced several
quarters of positive cash flow, the cash generated has been used to repay
portions of our substantial indebtedness (see Substantial Indebtedness)
leaving few funds available to expand our clinical trials or sales and
marketing efforts.

If we are unable to obtain additional funds from other financings we may
have to significantly curtail the scope of our operations and alter our
business model.  We are seeking additional sources of financing, which may
include short-term debt, long-term debt or equity.  However there is no
assurance that we will be successful in raising additional capital.  If
additional financing is not available when required or is not available on
acceptable terms, then we may be unable to continue our operations at
current levels or at all.

Failure to raise additional financing or achieve and maintain profitable
operations may result in the inability to successfully promote our brand
name, develop or enhance the medical eye laser technology or other
services, take advantage of business opportunities or respond to
competitive pressures, any of which could have a material adverse effect
on our financial condition and results of operations or existence as a
going concern.

Substantial Indebtedness

We have a substantial amount of indebtedness.  As of June 30, 2003 the
total debt was approximately $2.2 million for SurgiLight (including $1.1
million in a note payable to GEM, a convertible debenture of $391,000,
amounts owed on the Premier acquisition of $175,000, line-of-credit to
Merrill Lynch of $500,000, and $46,000 in loans to shareholders).  As of
December 31, 2002, the $500,000 Merrill Lynch line-of-credit was fully
exhausted and future borrowing under that facility was not available for
any purpose.  Currently, the line-of-credit is in a default status.  On
July 2, 2003, Merrill Lynch secured a judgment as a result of the default
on the $500,000 line-of-credit.  Subsequent to that, the Company has
released its rights to Merrill Lynch of the $264,477 of escrowed cash that
has been subject of the ongoing dispute between the Company and AMLSI.
During September 2003, Merrill Lynch also received $20,750 from the final
proceeds of the Plantation asset sale.  Currently, the liability due
Merrill Lynch is approximately $215,000 plus accrued interest.  We have
received a letter of commitment from a funding source to replace this
line-of-credit with a $10 million line-of-credit pending the results of
due diligence.  However, there is no assurance that we will obtain such
debt financing.  If such funding is obtained, we plan to use the funds to
pay down our indebtedness, allowing our operating income to be used to
further the growth of the business.

As a result of the level of debt and the terms of the debt instruments,
our vulnerability to adverse general economic conditions is heightened.
It is possible that we will be required to dedicate a substantial portion
of both short-term and long-term cash flow from operations to repayment of
debt, limiting the availability of cash for other purposes.  We will
continue to be limited by financial and other restrictive covenants in the
ability to borrow additional funds, consummate bulk asset sales, enter into
transactions with affiliates or conduct mergers and acquisitions; affecting
our flexibility in planning for, or reacting to, changes in the business
and industry.

Our ability to pay principal and interest on the indebtedness and to satisfy
the other debt obligations will depend upon our future operating performance,
which will be affected by prevailing economic conditions and financial,
business and other factors, some of which are beyond our control, as well as
the availability to obtain additional sources of capital.  If we are unable
to service the indebtedness, we will be forced to take actions such as
reducing or delaying capital expenditures, selling assets, restructuring or
refinancing our indebtedness, or seeking additional equity capital.  There is
no assurance that we can affect any of these remedies on satisfactory terms,
or at all.

Dilution

The issuance of shares upon conversion of the Debentures will cause
significant dilution to our stockholders and may have an adverse impact on
the market price of our common stock.

The resale by GEM or Knobbe, Marten, Olsen & Bear, L.L.P, (the "Investors")
of the common stock acquired from conversion of the Debentures will increase
the number of our publicly traded shares, which could depress the market
price of our Company's common stock.  However, Knobbe, Marten, Olsen & Bear,
L.L.P. is limited as to the amount of shares it may sell to not more than
fifteen percent (15%) of our common stock's previous days trading volume.
GEM is limited as to the amount of shares it may sell on any single day to
not more than the greater of (i) ten percent (10%) of that current trading
day's trading volume, or (ii) seven and one half percent (7.5%) of the
average trading volume for the prior fifteen (15) trading days.  If the
Investors choose to purchase our common stock at a time when the stock price
is low, our existing common stockholders will experience substantial
dilution.  The issuance of shares to the Investors may therefore dilute the
equity interest of existing stockholders and could have an adverse effect on
the market price of the common stock.

The perceived risk of dilution may cause our stockholders to sell their
shares which would contribute to a downward movement in our common stock
price. Moreover, the perceived risk of dilution and the resulting downward
pressure on our stock price could encourage any investor to engage in short
sales of our common stock.  By increasing the number of shares offered for
sale, material amounts of short selling could further contribute to
progressive price declines in our common stock.

The issuance of further shares upon conversion of the indebtedness
represented by the Debentures will dilute our common stock and may lower
the price of our common stock.  Potential dilution could also originate
from stock options offered to members of the Board of Directors, employees,
other convertible debentures, or warrants issued to the existing Investors.

Currently, there are approximately 2,394,000 stock options and 2,128,282
warrants outstanding with respect to our common stock.  Furthermore, we may
issue additional options for up to an additional 1.8 million shares of
common stock pursuant to the 2002 Stock Option Plan, and we can also issue
additional warrants and grant additional stock options to our employees,
officers, directors and consultants, all of which may further dilute our
net tangible book value per share.

Our Common Stock Has Experienced In The Past, And Is Expected To Experience
In The Future, Significant Price And Volume Volatility, Which Substantially
Increases The Risk Of Loss To Persons Owning the Common Stock

Because of the limited trading market for our common stock, and because of
the possible price volatility, investors may not be able to sell our shares
of common stock when they desire to do so.  The inability to sell shares in
a rapidly declining market may substantially increase the risk of loss
because of such illiquidity and because the price for our common stock may
suffer greater declines because of its price volatility.

We Have Not Sustained Profitable Operations Over An Extended Period To Date

Investors might not receive a return on their investment.  There is no
assurance that a shareholder will realize a return on his investment or that
he will not lose his entire investment.  We have not achieved profitable
operations over an extended period of time.  We cannot be certain that we
will be able to regain or sustain profitability or positive operating cash
flow.

Patent Infringement Allegations May Impair Our Ability To Manufacture And
Market Its Products

There are a number of U.S. and foreign patents covering methods and the
apparatus for performing corneal surgery that we do not own or have the
right to use.  We do not believe that we are infringing any of these
patents although we have received letters from Presby Corp. and Photo
Medix informing us of potential infringement.  If we were found to infringe
a patent in a particular market, both our customers and we may be enjoined
from making, using and selling that product in the market and be liable for
damages for any past infringement of such rights.  In order to continue
using such rights, we would be required to obtain a license, which may
require us to make royalty, per procedure or other fee payments.  We cannot
be certain if we or our customers will be successful in securing licenses,
or that if we obtain licenses, such licenses will be on acceptable terms.
Alternatively, we might be required to redesign the infringing aspects of
these products.  Any redesign efforts that we undertake could be expensive
and might require regulatory review.  Furthermore, the redesign efforts could
delay the reintroduction of these products into certain markets, or may be so
significant as to be impractical.  If redesign effort were to prove
impractical, we could be prevented from manufacturing and selling the
infringing products, which would have a material adverse effect on our
business, financial and results of operations.

If We Are Unable To Protect Our Patents And Proprietary Technology We May
Not Be Able To Compete Effectively

Our success will depend in part on our ability to obtain patent protection
for products and processes, to preserve our trade secrets and to operate
without infringing the proprietary rights of third parties.  While we hold
a number of U.S. and foreign patents and have other patent applications
pending in the United States and foreign countries, we cannot be assured
that any additional patents will be issued, that the scope of any patent
protection will exclude competitors or that any of our patents will be held
valid if subsequently challenged.  Further, other companies may independently
develop similar products, duplicate our products or design products that
circumvent our patents.  We are aware of certain patents which, along with
other patents that may exist or be granted in the future, could restrict our
right to market some of our technologies without a license, including, among
others, patents relating to the Company's lens emulsification product,
presbyopia product and ophthalmic probes for the Er:YAG laser.  We also rely
upon unpatented trade secrets, and we cannot assure investors that others
will not independently develop or otherwise acquire substantially equivalent
trade secrets.

Our Business Is Subject To Governmental Regulation Which Imposes Significant
Costs And If Not Complied With Could Lead To The Assessment Of Penalties;
Certain Regulatory Decisions May Restrict Or Delay Our Ability To Manufacture
And Market Our Products

Our products are regulated as medical devices by the FDA.  As such, these
devices require either Section 510(k) premarket clearance or approval of a
premarket approval application by the FDA prior to commercialization.
Satisfaction of regulatory requirements is expensive and may take several
years to complete.  We cannot assure investors that further clinical trials
of our medical products or of any future products will be successfully
completed or, if they are completed, that any requisite FDA or foreign
governmental approvals will be obtained.  FDA or other governmental
approvals of products we may develop in the future may require substantial
filing fees which could limit the number of applications we seek and may
entail limitations on the indicated uses for which our products may be
marketed.  In addition, approved or cleared products may be subject to
additional testing and surveillance programs required by the FDA and other
regulatory agencies, and product approvals and clearances could be
withdrawn for failure to comply with regulatory standards or by the
occurrence of unforeseen problems following initial marketing.  Also, we
have made modifications to some of the Company's existing products which we
do not believe require the submission of a new 510(k) notification to the
FDA.  However, we cannot assure the FDA would agree with our determination.
If the FDA did not agree with our determination, they could require us to
cease marketing one or more of the modified devices until the devices have
been cleared.  We are also required to adhere to a wide variety of other
regulations governing the operation of our business.  Noncompliance with
state, local, federal or foreign requirements can result in serious
penalties that could harm our business.

Our ophthalmic laser, OptiVision, is approved by the FDA to be marketed for
certain ophthalmic applications.  The presbyopia indication is currently
being tested in clinical trials outside the United States, and the Company
has applied for an Investigational Device Exemption to test it in the United
States, which has been approved on a conditional and limited basis.  We have
a significant inventory of ophthalmic laser systems, which were acquired
from Premier Laser Systems, Inc.  In order to manufacture laser systems or
repair laser systems, we will need to become registered as a manufacturer
with the FDA and abide by Good Manufacturing Practices (GMP).  These
regulations impose certain procedural and documentation requirements with
respect to our manufacturing, research and development and quality
assurance activities.  Our facilities will be subject to inspections by
the FDA and other regulatory agencies, and if any material noncompliance
with GMP guidelines is noted, the marketing of all laser products may be
adversely affected.

A Successful Product Liability Claim Asserted Against Us Due To A Defect
In One Of Our Products In Excess Of Our Insurance Coverage Would Harm Our
Business

The sale of our medical products involves the inherent risk of product
liability claims.  We do not know whether claims against us arising with
respect to our products will be successfully defended or that our insurance
will be sufficient to cover liabilities arising from these claims.  A
successful claim against us in excess of our insurance coverage could have
a materially adverse effect on our business.

SEC Investigation

On April 11, 2002, we were named as a party defendant in a civil lawsuit
filed in United States District Court for the Middle District of Florida by
the United States Securities and Exchange Commission against Dr. J.T. Lin
and Jeanette Lin, his wife, and Mr. Aaron Tsai, an unrelated party.  The
suit alleges that Dr. Lin and Mr. Tsai committed various acts of securities
fraud in 1999 and early 2000, and seeks damages and injunctive relief
against them.  The suit also seeks an injunction against us.  We have
cooperated fully with the SEC in the course of the investigation into the
facts surrounding this matter and have taken the position that these acts
were taken by Dr. Lin and his wife in their personal capacities and not as
agents of the Company or within the scope of their employment with the
Company.  We intend to defend vigorously any attempt to secure an injunction
against the Company.  Dr. Lin, the founder, former employee and significant
shareholder, has agreed to indemnify the Company against any liabilities
resulting from these actions.  On December 13, 2002, a federal grand jury in
the United States District Court found Dr. Lin guilty on charges of
securities fraud and money laundering and sentenced him to a prison term of
five years and ten months.  The SEC has not notified us of any further
action taken against the Company and there is no assurance that we will
prevail in any of our defenses against any claims or liabilities brought
against the Company.  Our potential liability results from a portion of the
funds amounting up to $1.475 million (including interest) allegedly obtained
from this scheme flowing into the Company's bank accounts.  After
consultation with legal counsel, we have not recorded an accrual in the
accompanying financial statements due to our assessment that any potential
liability, while possible, is not considered probable.

On May 31, the SEC presented the Company with an Asset Forfeiture Notice
requiring the transfer of all known assets of Dr. Lin, including all stock
certificates, to the United States Government.  Per the existing Voting
Trust Agreement, these shares will continue to be voted by the outside
directors of SurgiLight.

We Face Competition In Certain Markets

Medical laser centers, including the vision correction and the dermatology
segments, are subject to intense, increasing competition, which could reduce
our short-term cash flow.  Our ophthalmic laser is cleared for certain
applications and in clinical trials for other applications.  Currently, the
only FDA-approved technique to correct presbyopia is monovision, wherein the
patient has one eye corrected for near vision and one eye for far vision.
Multifocal implantable lenses and other surgical techniques are currently
undergoing clinical trials.  There is no assurance that any of these
techniques or products will receive FDA approval.  Once approval is obtained,
we cannot be certain that we will be able to compete successfully against
current and future competitors.  Many of our competitors have existing
products and distribution systems in the marketplace and are substantially
larger, better financed, and better known.

If We Cannot Adapt To Technological Advances, Our Products May Become
Technologically Obsolete And Our Product Sales Could Significantly Decline

The markets in which our medical products compete are subject to rapid
technological change as well as the potential development of alternative
surgical techniques or new pharmaceutical products.  These changes could
render our products uncompetitive or obsolete.  We will be required to
invest in research and development to attempt to maintain and enhance our
existing products and develop new products.  We do not know if our research
and development efforts will result in the introduction of new products or
product improvements.

However, at the present time, our inventory consists primarily of the lasers
and other equipment purchased from Premier.  It is our belief that both the
book value transferred and the current market value of the inventory has not
undergone obsolescence as the inventory continues to meet the criteria
established to perform the surgical routines that comprise our business
focus and market.  However, we only have enough inventory on hand to
sustain operations for an estimated two to three years.  After such time,
we will need to reevaluate the existing technology and may need to alter
its operations to remain competitive in the industry.

Effect Of Corporate Measures

Certain anti-takeover measures may have an adverse effect on our stock
price and may also discourage takeovers that might be beneficial to
stockholders.  Certain provisions of our Articles of Incorporation,
bylaws and Florida law could delay or frustrate the removal of incumbent
directors, discourage potential acquisition proposals and delay, defer or
prevent a change in control of SurgiLight, even if such events could be
beneficial, in the short-term, to the interests of our stockholders.

Our Company Is Subject To Certain Risks Associated With Its International
Sales

We expect sales to international accounts will continue to represent a
significant percentage of our total sales unless and until our systems are
cleared for commercial distribution in the U.S., or with respect to those
products that do not require regulatory approval, otherwise enter the U.S.
market.  Our business, financial condition and international results of
operations may be adversely affected by present economic instability in
certain Asian and South American countries, future economic instability in
other countries in which we have sold or may sell, increases in duty rates,
difficulties in obtaining export licenses, ability to maintain or increase
prices, and competition.  Additionally, international sales may be limited
or disrupted by the imposition of government controls, export license
requirements, political instability, trade restrictions, changes in tariffs,
difficulties in staffing and coordinating communications among and managing
international operations.  Because most of our sales have been denominated
in U.S. dollars, we do not have significant exposure to typical foreign
currency fluctuation risks.  However, due to our Company's significant
export sales, we are subject to currency exchange rate fluctuations in the
U.S. dollar, which could increase the effective price in local currencies of
our products.  This could in turn result in reduced sales, longer payment
cycles and greater difficulty in collecting receivables.

The Loss Of Key Personnel Could Adversely Affect Our Business

Our ability to maintain our competitive position depends in part upon the
continued contributions of our executive officers and other key employees
and consultants.  A loss of one or more such officers, consultants or key
employees could have an adverse effect on our business.  We do not carry key
man insurance on any officer or key employee.  As we continue the clinical
development of our lasers and other products and prepare for regulatory
approvals and other commercialization activities, we will need to continue to
implement and expand our operational, financial and management resources and
controls.  While to date we have not experienced problems recruiting or
retaining the personnel necessary to implement such plans, we cannot be
certain that problems won't arise in the future.  If we fail to attract and
retain qualified individuals for necessary positions, and if we are unable to
effectively manage growth in our domestic and international operations, these
could have an adverse effect on our business, financial condition and results
of operations.

We Do Not Expect To Pay Any Dividends

To date, we have not paid any cash dividends or made any stockholder
distributions.  The payment of dividends on our common stock is within the
discretion of the Board of Directors and will depend upon our earnings,
capital requirements, financial condition, and other relevant factors.  For
the foreseeable future, however, it is not anticipated that we will pay any
dividends.  Currently, we plan to retain any earnings we receive for the
continued development of our business operations.

NASDAQ Listing

Our common stock is quoted on the NASDAQ Over-The-Counter Bulletin Board
(OTCBB).  We currently are not listed on the NASDAQ National Market system.
We cannot assure investors that it will ever meet the criteria for listing
the common stock on such market system, which would provide a stronger
trading market.  Lack of listing on the NASDAQ National Market may make it
more difficult for us to raise funds through the sale of our common stock or
securities convertible into our common stock.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a 'safe
harbor' for forward-looking statements.  This report (as well as
information included in oral statement or other written statements made
or to be made by the Company) contains statements that are forward-looking,
such as statements related to anticipated future revenues of the Company,
success of current product offerings, ongoing clinical trials, expectation
in litigation, and success of future debt or equity offerings.

These statements involve known and unknown risks, uncertainties and other
factors that may cause the Company's actual results, levels of activity,
performance or achievements to be materially different from any future
results, levels of activity, performance, or achievements expressed or
implied by such forward-looking statements.  Such factors include, among
other things, those listed under Risk Factors and elsewhere in this
prospectus and the documents incorporated by reference.  In some cases,
forward-looking statements can be identified by terminology such as may,
will, should, could, expects, plans, intends, anticipates, believes,
estimates, predicts, potential or continue or the negative of such terms
and other comparable terminology.  Although the Company believes that the
expectations reflected in the forward-looking statements are reasonable
based on currently available information, the Company cannot guarantee
future results, levels of activity, performance or achievements.  Moreover,
neither the Company nor anyone else assumes responsibility for the accuracy
and completeness of such statements.  The Company is under no duty to
update any of the forward-looking statements after the date of this
document.

These statements may also contain forward-looking statements regarding, but
not limited to, financial information, closing timeframes, terms and
commitments of debt and equity financing, revenue projections, patents,
patent rights, market size, market trends, marketing, clinical trials, 510(k)
approval, future events and performance of the Company which involves risks
and uncertainties that could materially affect actual results.  Investors
should refer to documents that the Company files with the SEC for a
description of certain factors that could cause actual results to vary from
current expectations and the forward-looking statements contained in this
document.


ITEM 3. Controls and Procedures

The Company's President, Chief Executive Officer, and Chief Financial
Officer evaluated the Company's disclosure controls and procedures within
90 days of the filing date of this quarterly report.  Based upon this
evaluation, they concluded that the Company's disclosure controls and
procedures are effective in ensuring that material information required to
be disclosed is included in the reports that it files with the Securities
and Exchange Commission.

There were no significant changes in the Company's internal controls or, to
the knowledge of the management of the Company, in other factors that could
significantly affect internal controls subsequent to the evaluation date,
except with respect to the AMLSI operations, as noted in Note #1 to the
financial statements.  The Company does not have free access to all of the
records of AMLSI and therefore the figures presented are derived from
available data that was provided by AMLSI.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Paul Miano - Advanced Medical Laser Services, Inc. ("AMLSI") and Paul Miano
("Miano") filed a lawsuit against us on September 26, 2001, in Broward
County, later moved to Orange County, alleging breach of contract for our
alleged failure to finance up to $1,000,000 of working capital.

On July 2, 2003, Merrill Lynch secured a judgment as a result of the default
on the $500,000 line-of-credit.  Subsequent to that, the Company has
released its rights to Merrill Lynch of the $264,477 of escrowed cash that
has been subject of the ongoing dispute between the Company and AMLSI.

SEC Investigation - On April 11, 2002, we were named as a party defendant
in a civil lawsuit filed in United States District Court for the Middle
District of Florida by the United States Securities and Exchange Commission
against Dr. J.T. Lin and Jeanette Lin, his wife, and Mr. Aaron Tsai, an
unrelated party.  The suit alleges that Dr. Lin and Mr. Tsai committed
various acts of securities fraud in 1999 and early 2000, and seeks damages
and injunctive relief against them.  The suit also seeks an injunction
against us.  We have cooperated fully with the SEC in the course of the
investigation into the facts surrounding this matter and have taken the
position that these acts were taken by Dr. Lin and his wife in their
personal capacities and not as agents of the Company or within the scope
of their employment with the Company.  We intend to defend vigorously any
attempt to secure an injunction against the Company.  Dr. Lin, the founder,
former employee and significant shareholder, has agreed to indemnify the
Company against any liabilities resulting from these actions.  On December
13, 2002, a federal grand jury in the United States District Court found Dr.
Lin guilty on charges of securities fraud and money laundering and sentenced
him to a prison term of five years and ten months.  The SEC has not notified
us of any further action taken against the Company and there is no assurance
that we will prevail in any of our defenses against any claims or liabilities
brought against the Company.  Our potential liability results from a portion
of the funds amounting up to $1.475 million (including interest) allegedly
obtained from this scheme flowing into the Company's bank accounts.  After
consultation with legal counsel, we have not recorded an accrual in the
accompanying financial statements due to our assessment that any potential
liability, while possible, is not considered probable.

On May 31, the SEC presented the Company with an Asset Forfeiture Notice
requiring the transfer of all known assets of Dr. Lin, including all stock
certificates, to the United States Government.  Per the existing Voting
Trust Agreement, these shares will continue to be voted by the outside
directors of SurgiLight.

Merrill Lynch Business Financial Services - On December 4, 2002, Merrill
Lynch Business Financial Services, Inc. ("Merrill Lynch") filed a lawsuit
in the Circuit Court for the Ninth Judicial Circuit in and for Orange
County, Florida, naming us, the Company, as debtor, AMLSI and J.T. Lin as
guarantors, and other parties, in connection with a $500,000 Line of Credit
and Loan and Security Agreement issued by Merrill Lynch to the Company,
which is secured by all the Company's assets.  Merrill Lynch has alleged
that we are in breach of the Loan and Security Agreement and has requested
the repayment of the principal balance under the Line of Credit along with
certain other remedies, including foreclosure of certain collateral and
appointment of a receiver over such collateral.

On July 2, 2003, Merrill Lynch secured a judgment as a result of the
default on the $500,000 line-of-credit.  Subsequent to that, the Company
has released its rights to Merrill Lynch of the $264,477 of escrowed cash
that has been subject of the ongoing dispute between the Company and AMLSI.
During September 2003, Merrill Lynch also received $20,750 from the final
proceeds of the Plantation asset sale.  Currently, the liability due
Merrill Lynch is approximately $215,000 plus accrued interest.  The
Company has negotiated a payment plan with Merrill Lynch for the
remaining balance.

Item 2. Changes in Securities

As of September 30, 2003, there were 45,080,712 shares of common stock
outstanding, held by approximately 1,700 shareholders.

GEM Conversion

On June 17, 2003, the Company issued to GEM 5,800,216 shares that when
combined with the transfer of the previously escrowed 4,002,193 shares
that secured the original debenture, GEM was issued possession of
9,802,348 of the 21,500,000 shares resulting from the conversion.  The
remaining shares of 11,697,652 are to be issued upon authorization to
increase the Company's total authorized common stock to 100 million from
60 million shares.

Item 3. Defaults Upon Senior Securities

In November 2002, the Company was notified by Merrill Lynch Business
Financial Services ("MLBFS") that the Company was considered to be in
default on the $500,000 line-of-credit, secured by inventory, that had
matured on July 31, 2002.

On July 2, 2003, Merrill Lynch secured a judgment as a result of the
default on the $500,000 line-of-credit.  Subsequent to that, the Company
has released its rights to Merrill Lynch of the $264,477 of escrowed cash
that has been subject of the ongoing dispute between the Company and AMLSI.
During September 2003, Merrill Lynch also received $20,750 from the final
proceeds of the Plantation asset sale.  Currently, the liability due
Merrill Lynch is approximately $215,000 plus accrued interest.  The
Company has negotiated a payment plan for the remaining balance.

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
None.
(b)	Reports
None.



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

Date:  October 2, 2003


/s/
(Signature)*
Timothy J. Shea, President


_/s/
(Signature)*
Mark E. Murphy, CPA, Controller


_/s/
(Signature)*
Colette Cozean, Ph. D., CEO, Chairwoman Board of Directors


_/s/
(Signature)*
Stuart Michelson, Ph. D., CFO, Member Board of Directors



_/s/
(Signature)*
John Varley, CPA, Member Board of Directors



_/s/
(Signature)*
Lee Chow, PH.D., Member Board of Directors



_/s/
(Signature)*
Sylvia Norton, M.D., Member Board of Directors



_/s/
(Signature)*
Ronald E. Higgins, Member Board of Directors



_/s/
(Signature)*
Robert J. Freiberg, Ph.D., Member Board of Directors



_/s/
(Signature)*
Louis P. (Dan) Valente, CPA, Member Board of Directors


_/s/
(Signature)*
Edward Tobin, Member Board of Directors








Certification of Principal Executive Officer and
Principal Financial Officer Pursuant to
18 U.S.C. 1350


In connection with the Form 10-QSB (the "Report") of SurgiLight, Inc.
(the "Company") for the period ending June 30, 2003, I, Colette Cozean,
CEO of the Company, certify that:

(1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents,
in all material respects, except as noted in Item 3 Control
and Procedures, the financial condition and results of
operations of the Company.


/s/ Colette Cozean, Ph.D.
[Name]

CEO
[Title]

Dated: 	October  2, 2003







Certification of Principal Executive Officer and
Principal Financial Officer Pursuant to
18 U.S.C. 1350


In connection with the Form 10-QSB (the "Report") of SurgiLight, Inc.
(the "Company") for the period ending June 30, 2003, I, Stuart Michelson,
Ph.D., CFO of the Company, certify that:

(1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents,
in all material respects, except as noted in Item 3 Control
and Procedures, the financial condition and results of
operations of the Company.


/s/ Stuart Michelson, Ph.D.
[Name]

CFO
[Title]

Dated: 	October 2, 2003






CERTIFICATIONS

I, Colette Cozean, certify that:


1. I have reviewed this quarterly report on Form 10-QSB of SurgiLight,
Inc.;

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the egistrant as of, and for, the periods presented
in this quarterly report;

4. The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:

     a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated  subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;

     b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and

     c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

     a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability
to record, Process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

     b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officer and I have indicated in
this quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.


/s/  Colette Cozean
-----------------------------------
Colette Cozean
Chief Executive Officer
Date: October 2, 2003



<PAGE>


I, Stuart Michelson, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of SurgiLight,
Inc.;

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented
in this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:

     a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;

     b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and

     c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

     a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability
to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

     b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officer and I have indicated in
this quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.


/s/  Stuart Michelson
-----------------------------------
Stuart Michelson
Chief Financial Officer
Date: October 2, 2003