SEC
2344
(5-99)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[x
]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002

[
]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from
     to

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.)

     2001 Science Drive, Suite 140, Orlando, FL 32826
(Address of principal executive offices)

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

_______________________________________________________________

(Former name, former address and former fiscal year, if changed
since last report)
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 [  ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports
required to be filed by Section l2, 13 or 15(d) of the Exchange
Act after the distribution of securities under a plan confirmed
by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
29,020,296
Transitional Small Business Disclosure Format (Check one): Yes
[ ] No [x]





PART I - FINANCIAL INFORMATION


Item 1. Financial Statements













SURGILIGHT INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.	Business and Basis of Presentation
SurgiLight, Inc., and its wholly owned subsidiaries
(collectively known as the Company or SurgiLight) design,
manufacture and sell ophthalmic lasers and related products
and service based on its own and licensed intellectual
property, primarily for use in refractive and presbyopia
procedures.  The Company operates a laser vision correction
center in Plantation, Florida, and a mobile cosmetic laser
company that provides services throughout all of south
Florida.

The accompanying condensed unaudited 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.  In the opinion of
management, the accompanying condensed unaudited
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, 2001 and 2000,
including the notes thereto, and the other information
included in the Company's most recent filing on Form 10-KSB,
which was filed with the Securities and Exchange Commission,
SEC, on April 13, 2001.  The 10-KSB was refiled in its
entirety on April 29, 2002 to correct certain errors in the
original 10-KSB filing and to revise certain of the
disclosures contained in such original filing.  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, 2002.

Reverse Acquisition - In March 1999 the Company (SurgiLight,
Inc.) acquired all shares and intellectual property of
Photon Data, Inc. ("PDI") by a stock swap of issuing
8,145,000 shares of the Company's common stock to the
shareholders of PDI.  Also in March 1999 the Company
acquired 100% of Advanced Medical Laser Service, Inc.
("AMSLI") (formerly known as Advanced Marketing Technology,
Inc.) stock in exchange for 2,360,000 shares of common
stock, which were to be delivered based on selected
performance criteria, 20% were delivered immediately to the
shareholders of AMSLI and the remaining 80% were to be held
in escrow by the Company until AMSLI met its performance
criteria.  The fair market value of asset acquired was
$93,511.  In March 1999 the Company also acquired 100% of
EMX, Inc. stock in exchange for 230,000 common shares.  The
fair market value of assets acquired was valued at $ 22,667.
On March 31, 1999, the Company acquired MAS Acquisition III
Corporation (the Merger) accordingly the Company exchanged
10,394,330 shares of the Company's common stock for
10,394,330 shares of MAS Acquisition III, Corp. common
stock.  The transaction was accounted for in a manner
similar to a reverse acquisition, as if MAS Acquisition III
Corp. acquired the Company.  The net assets for MAS
Acquisition III Corp. were not adjusted in connection with
the reverse acquisition since they were monetary in nature.
In connection with the acquisition, the name of MAS
Acquisition III, Inc. was changed to SurgiLight, Inc.
Immediately subsequent the Company filed with the SEC form
14f-1(see filing 14F-1 dated March 31,1999 for greater
detail).  As a result of this reverse purchase accounting
treatment, (i) the historical financial statements of the
Company for periods prior to the date of the merger are
those of SurgiLight, Inc.; (ii) all reference to the
financial statements of the "Company" apply to the
historical financial statements of SurgiLight prior to the
merger and to the consolidated financial statements of the
Company subsequent to the merger.

Acquisitions and Dispositions - Effective January 1, 2000,
the Company sold 55% of its interest in the net assets of
AMLSI in exchange for 1,260,000 shares of the Company's
common stock.  The shares were subsequently cancelled.  In
the third quarter of 2000, the Company entered into an
agreement with AMLSI to reacquire the remaining 55% interest
in exchange for 26,000 shares of common stock.  At the date
of purchase, the fair market value of the stock issued in
connection with the repurchase amounted to approximately
$200,000.  The Company reacquired the AMLSI cosmetic mobile
center to diversify its technology as it moved into the
Regulatory phase of its technology development.  Also on
January 1, 2000, the Company sold 85% of its interest in EMX
for approximately $500,000, in exchange for 150,000 shares
of EMX's common stock.  EMX is to pay the Company $300,000
by December 31, 2003.  EMX can also exercise an option to
buy back the remaining 15% from SurgiLight for approximately
$200,000 by January 31,2004.  If EMX does not exercise this
option, then EMX is obligated to pay the Company 10% of its
gross profits quarterly over an unspecified period of time.

In October 2000, the Company acquired the inventory and
technology of the ophthalmic laser division of Premier Laser
Systems.  The main component of this inventory and
technology is an infrared laser, which is now the product
supporting the core business of the Company's lasers in
Presbyopia medical trials.  The inventory consisted of Raw
Materials and Finished Goods laser systems.  The purchase
price, including legal fees of $20,000, was $3,745,000 and
was allocated as follows: $2,800,000 to inventory, and
$945,000 to intangible assets consisting of technology,
patents and FDA approval.  In June 2001, the Company
reevaluated the intangible assets and $600,000 was
reallocated to inventory.  On December 26, 2001, the Company
became the successor to Premier under a bankruptcy court
decision.  The Company acquired several additional
technologies including two diode systems and approximately
$3 million in additional inventory of the infrared erbium
laser for $1.7 million, consisting of $350,000 in cash and
$1,350,000 payable in common stock between December, 2001
and July, 2002.

2.	Summary of Significant Accounting Policies
The accompanying consolidated financial statements have been
prepared in accordance with accounting principles accepted
in the United States of America.  The following is a summary
of significant accounting policies:

Principles of Consolidation - The consolidated financial
statements include the Company and its wholly owned
subsidiaries, AMLSI, and Plantation.  All significant
intercompany accounts and transactions have been eliminated
in the consolidated financial statements.

Cash and Cash Equivalents - The Company considers all highly
liquid financial instruments with maturity at time of
purchase of ninety days or less to be cash equivalents.

Concentrations of Credit Risk - Cash and cash equivalents in
excess of federally insured levels and accounts receivable
potentially subject the Company to a concentration of credit
risk.  The Company currently derives its revenues from a
wide variety of companies.

Fair Value of Financial Instruments - The Company's
financial instruments, including cash and cash equivalents,
accounts receivable, accounts payable and notes payable are
carried at cost, which approximates fair value based on the
short-term maturity of these instruments.

Earnings Per Share - In accordance with Statement of
Financial Accounting Standards No. 128, "Earnings Per
Share," the Company has reported basic earnings per share
and diluted earnings per share.  The diluted weighted
average common shares outstanding include no impact of the
assumed exercise of 215 warrants with an exercise price of
125% ( see Note 6 - Commitments and Contingencies) because
the effect of the assumed conversion had an anti-dilutive
effect.

Inventory - Inventory that consists primarily of laser
systems, parts and components, is stated at the lower of
cost or market.  Cost is determined using the first-in
first-out (FIFO) method.

Property and Equipment - Property and equipment are stated
at cost.  Depreciation is calculated on the various asset
classes over their estimated useful lives, which range from
three to seven years.

Intangible Assets - Intangible assets consist of patents and
goodwill.  Intangibles are amortized on a straight-line
basis over twenty, fifteen and three years, respectively.

Long-Lived Assets -All long-lived assets and certain
identifiable intangibles held and used are reviewed for
impairment whenever events or changes in circumstances
indicate that the carrying amount of such assets may not be
recoverable.  The Company compares the carrying value of its
long-lived assets to projected undiscounted cash flows to
determine whether such assets are impaired and to evaluate
the reasonableness of the depreciation and depreciation
periods.

Revenue Recognition -Revenues are recognized at the time
products are shipped or services are provided to the
customer.  The Company recognizes revenues from laser sales
per their respective agreements.  Costs incurred in
connection with the sale of lasers are expensed as incurred.
The Company believes its revenue recognition policies
conform to Staff Accounting Bulletin No. 101 of the
Securities and Exchange Commission.

Income Taxes - The Company accounts for income taxes under
the liability method.  Under such method, deferred taxes are
computed based on the tax liability or benefit in future
years of the reversal of temporary differences in the
recognition of income or deduction of expenses between
financial and tax reporting purposes.  Deferred tax assets
and liabilities are classified as current or non-current
based on the classification of the related asset or
liability for financial reporting purposes, or on the
expected reversal date for deferred taxes that are not
related to an asset or liability.  A valuation allowance is
provided to reduce deferred tax assets to the amount
considered more likely than not to be realizable.

Stock-Based Compensation - The Company has elected to follow
Accounting Principles Board (APB) Opinion No. 25, Accounting
for Stock Issued to Employees, and related interpretations,
in accounting for its employee (and non-employee members of
the Board of Directors) stock options, and complies with the
disclosure requirements of Statement of Financial Accounting
Standards (SFAS) No. 123, Accounting for Stock Based
Compensation (SFAS No. 123).  APB No. 25 provides that the
compensation expense relative to the Company's employee
stock options is measured based on the intrinsic value of
the stock option.  SFAS No. 123 requires companies that
continue to follow APB No. 25 to provide a pro forma
disclosure of the impact of applying the fair value method
of SFAS No. 123 (see Note 6).  All stock-based awards to
non-employees, other than members of the Board of Directors,
are accounted for at their fair value in accordance with
SFAS No. 123.

The Company's non-employee stock-based compensation is
determined using the Company's quoted closing market price
as quoted on the Over-The-Counter Bulletin Board or the
Black-Scholes option pricing model.

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

New Accounting Pronouncement - SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities (SFAS No.
133), is effective for all fiscal years beginning after June
15, 2000.  SFAS No. 133, as amended and interpreted,
established accounting and reporting standards for
derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging
activities.  All derivatives, whether designated in hedging
relationships or not, will be required to be recorded on the
balance sheet at fair value.  If the derivative is
designated as a fair-value hedge, the changes in the fair
value of the derivative and the hedged item will be
recognized in earnings.  If the derivative is designated as
a cash-flow hedge, changes in the fair value of the
derivative will be recorded in other comprehensive income
and will be recognized in the consolidated statements of
income when the hedged item affects earnings.  SFAS No. 133
defines new requirements for designation and documentation
of hedging relationships, as well as ongoing effectiveness
assessments in order to use hedge accounting.  For a
derivative that does not qualify as a hedge, changes in fair
value will be recognized in earnings.

The Company adopted SFAS No. 133 effective January 1, 2001.
The adoption of SFAS No. 133 had no impact on the financial
position, results of operations or cash flows of the
Company.

Goodwill and Intangible Assets - In June 2001, the Financial
Accounting Standards Board issued Statements of Financial
Accounting Standards No. 141, Business Combinations, and No.
142, Goodwill and Other Intangible Assets, effective for
fiscal years beginning after December 15, 2001.  Under the
new rules, goodwill and intangible assets deemed to have
indefinite lives will no longer be amortized but will be
subject to annual impairment tests in accordance with the
statements.  Other intangible assets will continue to be
amortized over their useful lives.

The Company will apply the new rules on accounting for
goodwill and other intangible assets beginning in the first
quarter of 2002.  Application of the non-amortization
provisions of the Statement is not expected to have a
significant impact on the Company's financial position at
transition.  During 2002, the Company will perform the first
of the required impairment tests of goodwill and indefinite
lived intangible assets as of January 1, 2002 and has not
yet determined what the effect of these tests will be on the
earnings and financial position of the Company.

Comprehensive Income - SFAS No. 130 establishes standards
for reporting comprehensive income and its components in the
financial statements.  Comprehensive income, as defined,
includes all changes in equity during a period from non-
owner sources.

Net Gain (Loss) Per Share Information - Basic and diluted
gain and/or loss per share is computed based on the weighted
average shares outstanding during the period.  Diluted net
income per share includes the dilutive effect of potential
common stock issuances using the treasury stock method.
Common equivalent shares are excluded from the computation
if their effect is anti-dilutive.

The following table sets forth the calculation of net gain
(loss) per share for the three-month period ended June 30,
2002 and 2001:


For the period ended June 30, 2002 the Company had common
equivalent shares outstanding that could potentially dilute
earnings per share in the future.  The potential numbers of
common shares into which these outstanding securities are
convertible are as follows as of June 30, 2002:



3.	Property and Equipment

Property and equipment consists of the following as of June
30, 2002 and December 31, 2001:

Depreciation expense for the three-month period ended June
30, 2002 was $84,659.


4.	Intangible Assets
Intangible assets consist of the following as of June 30,
2002 and December 31, 2001:


Amortization expense for the three-month period ended June
30, 2002 was $26,325.

5.	Stock Issued for Distribution and Licensing Agreement
In March 1999, the Company acquired an exclusive
distribution and licensing agreement from GAM for
consideration consisting of 50,000 unregistered shares of
$.0001 par value common stock.
Stock Split- In January 2000, the Company affected a 2 for 1
stock split for the shareholders of record as of January 25,
2000.  Accordingly, all share and per share information has
been adjusted.

6.	Commitments and Contingencies
Debenture - In November 2000, the Company entered into a
Convertible debenture with Global Yield Fund Limited (GEM)
consisting of 3% debentures maturing in November 2003 plus
200,000 warrants.  Debentures are convertible at the lesser
of $7.50 per share or 100% of the average of the three
lowest closing bid prices during the 30-day period prior to
conversion.  The Company received $ 3,000,000 in operating
capital less fees of approximately $100,000.  The Company
also put into escrow 2,150,000 shares pursuant to the
agreement.  This was accounted for as follows: Cash of
approximately $2,900,000, intangible asset loan cost of
approximately $100,000 and Notes payable of $3,000,000.  The
escrow shares have been accounted for as follows: Common
stock of approximately 215; Subscribed common stock (Escrow)
for approximately 2,150,000 and additional paid in capital.

On February 13, 2002, the Company entered into a convertible
debenture purchase agreements with Knobbe, Marten, Olsen &
Bear, L.L.P. for the purchase of a convertible debenture in
the principal amount of Six Hundred and Ten Thousand Dollars
($610,000); GAM Laser, Inc. for the purchase of a
convertible debenture in the principal amount of Seventy
Five Thousand Dollars ($75,000); and McClane Tessitore for
the purchase of a convertible debenture in the principal
amount of Seventy Three Thousand Five Hundred Dollars
($73,500).  None of these debentures accrues any interest
and each matures on December 31, 2002.  Also, each of these
debentures is convertible at any time prior to maturity into
shares of the Company's common stock.  On February 14, 2002,
the Company filed a registration statement on Form SB-2 with
respect to the shares of the common stock underlying these
debentures.

Sale of Excimer Laser Systems - In March 2002, the Company
entered into a binding letter of intent to sell the assets
and associated liabilities of its approximately 20-excimer
laser systems including a royalty income stream from the
International Laser Eye Centers (LEC).  The purchaser,
Orlando-based Tao Enterprises, is paying $332,000 for the
assets, with an additional $50,000 to be based on clinical
revenues.

7.	Prior Period Adjustment
Inventory - During the second quarter of 2002, the Company
discovered that errors occurred in valuing the closing
inventory at December 31, 2001.  The errors consisted of
reporting inventory that had been previously sold in the
ordinary course of business to customers, been incorrectly
valued, or misclassified.  The aggregate amount of the
errors was $975,000.  Therefore, the Company recorded a
prior period adjustment for the errors and the beginning
balance of retained earnings at January 1, 2002 has been
adjusted for the entire amount.


******

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.

Overall Operational Summary:  The Company began actively
promoting the sale of the OptiVision laser in late September of
2001 and the newly appointed Board of Directors and management
team focused its' efforts on the core business of presbyopia
reversal rather than generating royalty revenue from the sale of
LASIK agreements.  Due to the success of selling lasers for
presbyopia reversal, the Company decided to sell its' LASIK
product line to Tao Enterprises in February 2002, which was the
main source of revenue for the year 2001.  The Company remains
optimistic that the sales of OptiVision for presbyopia reversal
will continue to increase.

Revenues - The Company's consolidated net revenues for the
quarter ended June 30, 2002 (2002 Quarter) increased by
approximately 107% to $1,068,000 from $515,000 for the quarter
ended June 30, 2001 (2001 Quarter).  Consolidated net revenues
for the six-month period ended June 30, 2002 (2002 Period) also
increased approximately 121% to $2,502,000 from $1,163,000 from
the six-month period ended June 30, 2001 (2001 Period).  The
increase in revenue is primarily due to increased sales of the
OptiVision Laser which the Company began selling as its' primary
product in the 4th quarter of 2001.  The increased revenue
generated from the lasers sales has been partially offset by a
decrease in the Plantation Laser Centers income of 30% and 40%
for the three-month and six-month periods, respectively, when
compared to the prior year.

Cost of Revenues - Increased approximately 24% to $148,000 for
the 2002 Quarter as compared to $120,000 for the 2001 Quarter.
For the 2002 Period, cost of sales also increased 37% to
$328,000 from $240,000 from the prior year.  These increases
reflect the transition of the Company from performing research &
development and providing support to the International Laser
Centers to selling lasers systems with an associated cost of
sales of approximately $20,000.  Offsetting the overall increase
in the cost of sales, the costs associated with the Plantation
Laser Center decreased 24% and 31% respectively for the 2002
Quarter and Period as compared to the prior year, which is
consistent with the decreased laser center revenues.

Advertising and Selling - Expenses increased 208% to $98,000 for
the 2002 Quarter as compared to $31,000 for the 2001 Quarter.
For the 2002 Period, expenses also increased 152% to $134,000
from $53,000 from the prior year.  It is anticipated that these
expenses will continue to increase as the Company attends
additional tradeshows, revises its' literature to reflect
results from the increased clinical activity, and begins to sell
additional units for use in clinical trails.

Professional Fees - Expenses decreased 45% to $104,000 for the
2002 Quarter as compared to $190,509 for the 2001 Quarter.  For
the 2002 Period, professional expenses also decreased 21% to
$276,000 from $350,000 from the prior year.  The decreases are
attributed to the settlements of the patent and other
litigation, which in turn have been offset due to the ongoing
SEC investigational expenses.

Salaries & Benefits - Expenses increased to $296,000 for the
2002 Quarter as compared to $245,000 for the 2001 Quarter.  For
the 2002 Period, salaries and benefits also increased 31% to
$551,000 from $420,000 from the prior year.  This increase was
primarily due to consulting fees for regulatory and accounting
services.

Depreciation and Amortization - Expenses decreased 22% to
$110,000 for the 2002 Quarter as compared to $141,000 for the
2001 Quarter.  For the 2002 Period, depreciation and
amortization also decreased 18% to $230,000 from $281,000 from
the prior year.  The decrease in depreciation resulted primarily
from the sale of the remote equipment associated with the
Company's International Laser Centers.  The decrease in
amortization resulted from the adoption of SFAS No. 142
requiring companies to cease amortizing goodwill and other
intangible assets with indefinite lives after December 31, 2001.

Administrative and Other - Expenses increased to $191,000 for
the 2002 Quarter as compared to $56,000 for the 2001 Quarter.
For the 2002 Period, administrative and other expenses also
increased 64% to $392,000 from $239,000 from the prior year.
These expenses increased due to increased travel and
entertainment, significant increases for insurance coverage, as
well as normal increases in general administration expenses such
as rent and utilities.

Total Selling, General and Administrative - In summary, expenses
increased to $801,000 for the 2002 Quarter as compared to
$665,000 for the 2001 Quarter.  For the 2002 Period, total
expenses also increased 18% to $1,582,000 from $1,345,000 from
the prior year for the reason stated above.

Interest Expense (Income) - Increased to $15,000 for the 2002
Quarter as compared to $7,000 for the 2001 Quarter.  For the
2002 Period, net interest expense also increased to $36,000 from
$(8,000) from the prior year.  This increase in net interest
expense results from additional laser purchases for the laser
center business and a $500,000 line of credit from Merrill
Lynch.

Net Income - increased to $102,000 or .01 cents per share for
the 2002 Quarter as compared to a net loss of $277,000 or .01
cent per share during the 2001 Quarter.  For the 2002 Period,
the net income also increased to $767,000 from a net loss of
$414,000 from the prior year.  The favorable increase in net
income can be attributable to the increase in clinical sales of
the OptiVision Laser and from the gain realized on the sale of
the Excimer Laser Systems to Tao Enterprises.

Liquidity and Capital Resources

As of June 30, 2002, the Company had unrestricted cash and cash
equivalents of $518,000 and a working capital surplus of
approximately $2.17 million as compared to $438,000 of
unrestricted cash and cash equivalents and working capital
surplus of approximately $ 460,000 at December 31,2001.  The
increase in cash and working capital surplus can be primarily
attributed to the increased sales of the OptiVision laser.

Accounts payable and accrued expenses decreased to $664,000 at
June 30, 2002 as compared to $1,403,000 at December 31, 2001
primarily as a result of payments to Premier.  Included in
accounts payable at June 30, 2002 is approximately $150,000
still owed to Premier.

Other current liabilities increased to $1.3 million at June 30,
2002 from $1.2 at December 31, 2001, primarily due to the
increase in customer deposits recorded.  Of the 2,150,000 shares
escrowed for the convertible debenture issued to GEM, 2,147,868
shares were converted.

The Company anticipates that its current cash, cash equivalents,
as well as anticipated cash flows from operations and additional
capital contributions from private placements, will be
sufficient to meet its working capital needs for the next 12
months.  It should be noted that the Company's business is
seasonal, therefore revenues during the summer quarter are
usually significantly lower than the other three quarters.

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.

The Company is seeking additional sources of financing, which
may include short- term debt, long- term debt or equity.
However there is no assurance that the Company will be
successful in raising additional capital.  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, and
achieve and sustain profitable operations.

Risks and Uncertainties: 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.  Such forward-looking information involves
important risks and uncertainties that could significantly
affect anticipated results in the future and, accordingly, such
results may differ materially from those expressed in any
forward-looking statements made by, or on behalf of, the
Company.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
RAS Holding Corp. ("RAS") and Presby Corp. ("Presby") filed a
lawsuit on March 16, 2000, against the Company in the United
States District Court for the Middle District of Florida for
patent infringement.  RAS and Presby alleged that the Company is
using laser technology that infringes certain patents held by
RAS and Presby for the treatment of presbyopia.  RAS and Presby
sought to enjoin the Company's continued use of the allegedly
infringing technology and sought to recover damages, including
punitive damages, for the alleged infringement.  The Company
filed three summary judgment motions: (1) one motion sought
summary judgment that the broader independent claims that Presby
Corp. patents were invalid based upon prior surgery and
publications of others; (2) another motion sought summary
judgment that the Company's accused OptiVision laser (formerly
IR-3000) did not infringe claims of the asserted patent directed
to particular procedures using a laser for treating Presbyopia;
and (3) the third motion sought summary judgment dismissing the
entire patent infringement lawsuit because the Company's
experimental activities had been solely for the purpose of
obtaining FDA approval of the OptiVision, and these activities
were exempted from infringement allocations by statute.  On
December 5, 2001, the Company entered into a settlement
agreement with Presby and RAS.  The parties agreed to an entry
of a decree that acknowledges the validity and enforceability of
Presby's patent for the treatment of Presbyopia.  The Company
agreed to 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 payment was made in accordance with the settlement
agreement.

Advanced Medical Laser Services of America, Inc. ("Advanced")
and Paul Miano ("Miano") filed a lawsuit against the Company
on September 26, 2001, alleging a breach of contract for the
Company's alleged failure to pay up to $1,000,000 of working
capital.  The Company and its counsel believe that this lawsuit
is without merit and immaterial and continues to vigorously
defend itself against this claim.

On April 11, 2002, the Company was 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
the Company.  The Company has cooperated fully with the SEC in
the course of the investigation into the facts surrounding this
matter and has 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.  The Company intends to defend vigorously any
attempt to secure an injunction against the Company.  Dr. Lin
has agreed to indemnify the Company against any liabilities
resulting from these actions.
Item 2. Changes in Securities
As of June 30, 2002, there were 29,020,296 shares of common
stock issued and outstanding, held by approximately 1,627
shareholders.

In February 13, 2002, the Company entered into a convertible
debenture purchase agreements with Knobbe, Marten, Olsen & Bear,
L.L.P. for the purchase of a convertible debenture in the
principal amount of Six Hundred and Ten Thousand Dollars
($610,000); GAM Laser, Inc. for the purchase of a convertible
debenture in the principal amount of Seventy Five Thousand
Dollars ($75,000), and McClane Tessitore for the purchase of a
convertible debenture in the principal amount of Seventy Three
Thousand Five Hundred Dollars ($73,500).  None of these
debentures accrues any interest and each matures on December 31,
2002.  As of December 31, 2001 accounts payable were reduced to
reflect this transaction.  Each of these debentures is
convertible at any time prior to maturity into shares of the
Company's common stock.  On February 14, 2002 the Company filed
a registration statement on Form SB-2 with respect to the shares
of common stock underlying these debentures.


Item 3. Defaults Upon Senior Securities
None.
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 caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



SurgiLight, Inc.
(Registrant)

Date:  August 14, 2002


_/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 J. Michelson, Ph. D., CFO,
Member Board of Directors

_/s/
(Signature)*



_/s/
(Signature)*



_/s/
(Signature)*



_/s/
(Signature)*



_/s/
(Signature)*




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