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 September 30, 2005




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.)

2100 Alafaya Trail, Suite 600, 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
November 11, 2005 was 55,721,808





SURGILIGHT CORPORATION

QUARTER ENDED SEPTEMBER 30, 2005

INDEX


PART I - FINANCIAL INFORMATION

ITEM 1 - Condensed Financial Statements

Condensed Balance Sheets as of September 30, 2005 (unaudited)
and December 31, 2004.

Condensed Statements of Operations for the three and nine months
Ended September 30, 2005 and 2004 (unaudited).

Condensed Statements of Cash Flows for the three and nine months
Ended September 30, 2005 and 2004 (unaudited).

Condensed Statement of Shareholder's Equity (unaudited).

Notes to Unaudited 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




Part I.  FINANCIAL INFORMATION
ITEM 1.  Financial Statements
<table>
<caption>

                                           SURGILIGHT, INC.
                                  CONDENSED BALANCE SHEETS



                                                             <c>            <c>
                                   ASSETS
                                                                September 30,  December 31,
                                                                    2005          2004
                                                                -----------    ------------
                                                                (unaudited)
Current assets:
    Cash                                                        $  475,490     $    2,815
    Accounts receivable trade, less allowances for
       doubtful accounts of $0                                     162,575        158,846
    Inventories                                                    360,000        360,000
    Prepaid data collection fees                                   115,000        152,500
    Employee advances                                              140,424        139,224
    Prepaid expenses                                                90,881         67,544
                                                                 ---------     ----------
       Total current assets                                      1,344,370        880,929

Property and equipment, net of accumulated depreciation
    of $23,818 and $20,809                                          28,393         16,482

Other assets:
    Long-term inventories                                        4,108,653      4,124,008
    Intangible assets, net of accumulated amortization
       of $363,342 and $355,845                                    102,538        110,035
    Prepaid data collection fees                                   217,000        217,000
                                                                ----------     ----------
       Total assets                                             $5,800,954     $5,348,454
                                                                ==========     ==========

                    LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable and accrued expenses - third parties       $1,449,604     $1,546,892
    Accounts payable - related parties                             984,365        978,768
    Customer deposits                                              120,000        120,000
    Short-term debt                                                264,570        519,875
    Convertible debentures                                          77,204         77,204
                                                                ----------     ----------
      Total current liabilities                                  2,895,743      3,242,739

Long term debt, less current maturities                             87,338        174,676

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

Commitments and Contingencies

Stockholders' equity:
    Preferred stock, $0.0001 par value; 5,000,000 shares
     authorized; 47,000 issued and outstanding                           6              6
    Common stock, $0.0001 par value; 60,000,000 shares
     authorized; 55,958,093 issued; 55,721,808 outstanding           5,591          5,441
    Additional paid in capital                                  11,511,958     11,467,108
    Treasury stock, 236,285 shares (at cost)                      (206,095)      (202,095)
    Accumulated deficit                                         (9,581,741)   (10,427,575)
                                                                ----------     ----------
      Total stockholders' equity                                 1,729,719        842,885
                                                                ----------     ----------
      Total liabilities and stockholders' equity                $5,800,954     $5,348,454
                                                                ==========     ==========

See accompanying notes.
</table>


<table>
<caption>
                               SURGILIGHT, INC.
                    CONDENSED STATEMENTS OF OPERATIONS (Unaudited)

                                          <c>        <c>           <c>           <c>

                                          Three Months Ended          Nine Months Ended
                                               Sept. 30,   Sept. 30,     Sept. 30,    Sept. 30,
                                                  2005        2004         2005         2004
                                                --------   --------      --------     --------
     Revenue:
        Sales of equipment                   $       -   $       -     $  139,000   $1,477,000
        Licensing Fees                               -           -      1,900,000           -
        Other                                   124,534     122,850       268,047      192,098
                                             ----------- -----------   -----------  -----------
        Total Revenue                           124,534     122,850     2,307,047    1,669,098
     Cost of Sales                                  171       6,585        23,000      312,523
                                             ----------- -----------   -----------  -----------
        Gross profit                            124,363     116,265     2,284,047    1,356,575

     Operating expenses:
        Salaries and benefits                    99,943     101,221       253,510      312,878
        Advertising and selling                   1,023          -          5,889        5,444
        Administrative and other                221,733     618,441       334,552      861,432
        Professional fees                       252,387     177,867       531,349      584,280
        Research and development                 47,001      47,001       178,503      141,003
        Interest expense                         45,134      49,834       123,906      139,729
        Depreciation and amortization             3,584       3,477        10,506       10,431
                                             ----------- -----------   -----------  -----------
        Total operating expenses                670,805     997,841     1,438,215    2,055,197
                                             ----------- -----------   -----------  -----------
     Income (loss) from operations             (546,442)   (881,576)      845,832     (698,622)
                                             -----------  ----------   -----------  -----------
     Provision for (Benefit from)
       Corporate Tax
           Current                                   -           -        296,041           -
           Deferred                                  -           -       (296,041)          -
                                             -----------  ----------   -----------  -----------
     Provision for income tax                        -           -             -            -
                                             -----------  ----------   -----------  -----------
        Net Income (loss)                    $ (546,442) $ (881,576)   $  845,832   $ (698,622)
                                             =========== ===========   ===========  ===========

 Basic and diluted income (loss) per share:
  Income (loss) from continuing operations      $(0.01)     $(0.02)       $ 0.02       $(0.02)
                                               --------    --------      -------      --------
         Net Income (loss)                      $(0.01)     $(0.02)       $ 0.02       $(0.02)
                                               ========    ========      =======      ========

Weighted average shares used in calculating
 net income (loss) per share - Basic          54,349,953  52,246,133   55,380,073   47,553,126
;
Weighted average shares used in calculating
 net income (loss) per share - Fully Diluted  54,349,953  52,246,133   55,380,073   47,553,126

See accompanying notes.
</table>



<table>
<caption>

                                SURGILIGHT, INC.
                 CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)


                                         <c>        <c>            <c>         <c>
                                              Three Months Ended        Nine Months Ended
                                             Sept. 30,  Sept. 30,    Sept. 30,    Sept. 30,
                                                2005      2004         2005         2004
                                             --------  --------       -------     -------

Cash flows from operating activities:
  Net income (loss)                         $(546,442)  $ (881,576)   $  845,832  $(698,622)
  Adjustments to reconcile net (loss) income
  to net cash (used) generated in
  operating activities:
      Depreciation                              1,085          978         3,009      2,934
      Amortization                              2,499        2,499         7,497      7,497
      Stock issued for services                    -       494,295        45,000    512,294
      Provision for bad debt                  130,000      425,000       130,000    425,000
 (Increase) decrease in assets
  and liabilities
      Receivables                                  -         8,930      (133,728)  (838,000)
      Inventories                                  -            -         15,355    280,001
      Prepaid data collection fees                 -            -         37,500    (25,000)
      Employee advances                        (3,700)      (6,000)       (1,200)   (69,796)
      Prepaid expenses                         (3,880)     (35,880)      (23,337)   (42,183)
      Accounts payable & accrued
        expenses-third parties                147,137      316,243       (97,288)   922,530
      Accounts payable-related parties         15,763      163,678         5,598    273,290
      Customer Deposits                            -        (1,100)           -    (291,100)
                                            ----------  -----------   ----------- ----------
      Net cash generated by (used in)
      operating activities                   (257,538)     487,067       834,238    458,845
                                            ----------  -----------   ----------- ----------

Cash flows from investing activities:
  Purchases of equipment                      (14,920)          -        (14,920)        -
                                            ----------  -----------   ----------- ----------
      Net cash used in
         investing activities                 (14,920)          -        (14,920)        -
                                            ----------  -----------   ----------- ----------

Cash flows from financing activities:
  Repayment of debt                                -      (116,337)     (348,700)  (116,337)
  Proceeds from loans                           6,057        8,800         6,057      8,800
  Conversion of debenture                          -      (378,000)           -    (378,000)
  Treasury stock purchase                      (4,000)          -         (4,000)        -
                                            ----------   ----------   ----------- ----------
      Net cash provided by (used in)
        financing activities                    2,057     (485,537)     (346,643)  (485,537)
                                            ----------  -----------   ----------- ----------
Net increase (decrease) in cash              (270,401)       1,530       472,675    (26,692)

Cash beginning of period                      745,891        3,198         2,815     31,420
                                            ----------  -----------   ----------- ----------

Cash end of period                          $ 475,490   $    4,728    $  475,490  $   4,728
                                            ==========  ===========   =========== ==========

Supplemental disclosure:

Cash paid during the period for interest    $      -    $       -     $       -   $      -
                                            ==========  ===========   =========== ==========

See accompanying notes.
</table>



<table>
<caption>
                              SURGILIGHT, INC.
          CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)
              For the Three Months Ended September 30, 2005


                            <c>      <c>    <c>       <c>      <c>
                                                                   Additional
                               Preferred Stock     Common Stock      Paid-In
                                Shares  Amount   Shares   Amount     Capital
                              --------- ------ ---------  -------  ----------
Balances at June 30, 2005       47,000    $6  55,911,958 $5,591  $11,511,958

Treasury stock purchase             -      -    (190,150)    -            -

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

Balances at
   September 30, 2005           47,000    $6  55,721,808 $5,591  $11,511,958
                                ======    ==  ========== ======  ===========

See accompanying notes.
</table>





<table>
<caption>
                                        SURGILIGHT, INC.
                    CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)
                            For the Three Months Ended September 30, 2005


                              <c>        <c>         <c>
                                                         Total
                                  Treasury     Accum.  Stockholders
                                   Stock     Deficit     Equity
                                  --------   ---------- -----------
Balances at June 30, 2005        $(202,095)$( 9,035,299)$ 2,280,161

Treasury stock purchase           (  4,000)                (  4,000)

Net loss                                -      (546,442)   (546,442)
                                   ---------- ------------ ----------

Balances at
   September 30, 2005            $(206,095) $(9,581,741) $1,729,719
                                 ========== ============ ==========


See accompanying notes.
</table>





SURGILIGHT INC. AND SUBSIDIARIES


Notes to Condensed Financial Statements

1.	Business and Basis of Presentation

SurgiLight, Inc. ("the Company" or "SurgiLight") sells ophthalmic lasers and
related products and services based on its own and licensed intellectual
property, primarily for use in refractive and presbyopia procedures.

The accompanying unaudited condensed financial statements of SurgiLight, Inc.
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 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, 2004 and 2003, 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 2, 2005.  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, 2005.

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.

Mr. Miano had filed litigation against us originally alleging a breach of
contract for our alleged failure to provide up to $1 million of working
capital (see note 3 - Legal Proceedings).  In addition, Mr. Miano has claimed
that J.T. Lin, the founder, fraudulently induced him into signing the first
contract.  We, based on advice of legal counsel, believed that AMLSI was a
wholly owned subsidiary and, accordingly had consolidated the accounts of
AMLSI in our previous financial statements.  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 was as follows:  Cash -
escrowed account, $264,477.  This cash was subsequently paid to Merrill Lynch
as a partial payment against our line-of-credit obligation.  In January 2004,
we filed suit seeking recovery of the value of the assets transferred plus
additional statutory damages.  In February 2004, Miano revised his claims and
added certain officers and directors of SurgiLight to the litigation.  During
August 2005, the Company and Miano agreed to settle the matter by Miano paying
the Company approximately $212,500 over the next two years.  The Company has
recorded revenue of $100,000 in the quarterly financial statements ending
September 30, 2005 from the receipt of Miano's first of three annual
settlement payments.  The Company will record additional settlement revenue as
the remaining installment payments are received.  As part of the settlement,
the Company purchased back from Miano 190,150 of its common shares, which have
been recorded as treasury stock.

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 and former CEO
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 July 2004, the Company was contacted by the U.S. Department of the Treasury
who is investigating a shipment to Iran in 2000 by the founder of the Company.
It is too early to know if this may result in any liability to the Company.

Going Concern

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern.  As discussed in Note 1 to the financial
statements in the 10-KSB filed for the period ended December 31, 2004, the
Company has incurred losses from operations, negative cash flows from
operating activities and has a working capital deficit.  These matters, among
other things, raise substantial doubt about the Company's ability to continue
as a going concern.  Management's plans related to these matters are also
discussed in that related Note 1.  These financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

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.  Dr.
Lin, the founder and former employee, 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 and assessed damages amounting to
$1,475,000.  On May 31, 2003 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.

On January 7, 2004 the SEC notified SurgiLight that Dr. Lin's conviction would
cover all of the shareholder losses except $106,354.  This amount would need
to be obtained from the other defendant's including SurgiLight.  For the year
ended December 31, 2003, while SurgiLight was in discussions with the SEC on
the terms of a settlement and seeking relief from these damages, it had
recorded this amount as potential monies owed.  During December 2004,
SurgiLight entered into a settlement agreement with the SEC forgiving that
liability in full and thus has removed the $106,354 obligation from its
financial statements at December 31, 2004.  On April 4, 2005, the SEC entered
final judgments in a civil action against J.T. Lin, Aaron Tsai and SurgiLight.
The Final Judgment as to SurgiLight, Inc. ("SurgiLight"), to which SurgiLight
consented without admitting or denying the Commission's allegations, enjoins
SurgiLight from violating Section 10(b) of the Securities Exchange Act of 1934
("Exchange Act") and Rule 10b-5 thereunder, and Sections 5(a), 5(c) and 17(a)
of the Securities Act of 1933 ("Securities Act").

3.	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.

During August 2005, the Company and Miano agreed to settle the matter by Miano
paying the Company approximately $212,500 over the next two years.  The
Company has recorded revenue of $100,000 in the quarterly financial statements
ending September 30, 2005 from the receipt of Miano's first of three annual
settlement payments.  The Company will record additional settlement revenue as
the remaining installment payments are received.  As part of the settlement,
the Company purchased back from Miano 190,150 of its common shares, which have
been recorded as treasury stock.

Raul Arevalo - On April 21, 2005, the Company received a personal injury
complaint from Raul Arevalo, claiming damages in excess of $50,000 for
injuries caused to his eyes in May 1997 by an excimer laser allegedly
manufactured and sold by J.T. Lin and Photon Data, the predecessor to
SurgiLight.  The Company and its counsel are vigorously defending against this
claim.

Global Emerging Markets - In June 2004, Global Emerging Markets (GEM) filed a
lawsuit and a request for a preliminary injunction in New York against
SurgiLight and certain of its officers and directors, to require the Company,
among other things, to issue GEM additional shares under its convertible
debenture, which the Company is unable to accommodate until additional shares
are authorized by the shareholders.  The preliminary injunction request was
dismissed.  GEM has recently filed a summary judgment motion to separate the
note from the agreement between the parties, so that they can demand payment
on the note.  The Company, and its counsel, believe that the note may only be
converted into shares per the agreement.

The Company filed litigation in September 2005 in Orange County, FL seeking an
order from the court to confirm that certain patents naming J.T. Lin as
inventor are owned by SurgiLight per the Proprietary Information and
Inventions Agreement signed by J.T. Lin during his employment with SurgiLight
and requiring J.T. Lin to sign the paperwork required for the Company to
prosecute said patents.  In addition, the Company seeks payment of a debt owed
by TAO Medical to SurgiLight in excess of $150,000.

4.	Stockholders' Equity
Stock Options - At September 30, 2005, 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.
                                        Nine Months Ended September 30
                                             2005          2004
                                          ----------   -----------
Net gain, as reported                     $  845,832   $  (698,622)

Deduct: Total stock-based compensation
expense determined under fair
value based method for all awards,
net of related tax effects.                     (510)        (417)

Net income (loss), pro forma              $   845,322  $  (699,039)

Income (loss) per share:
   Basic and Diluted - as reported        $     0.02    $   (0.02)
   Basic and Diluted - pro forma          $     0.02    $   (0.02)


5.	Related Party Transactions
Premier Laser Systems - On May 18, 2005, the Company entered into an agreement
with Premier to settle the $175,000 debt balance remaining from the purchase
of Premier's ophthalmic laser product line in December 2001.  The $100,000
settlement payment was made at that time.

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 had written off as uncollectible the
$158,000 remaining on the agreement.

Directors' Loans and accounts payable and accrued expenses - The Company's
balance as of September 30, 2005 to CEO Colette Cozean is $760,744 (which
includes accrued interest of $90,567) and is recorded in accounts payable.
The Company's balance as of September 30, 2005 to CFO Stuart Michelson is
$110,683 (which includes accrued interest of $3,683) and is also recorded in
accounts payable.  The balances at December 31, 2004 for the CEO and CFO were
$725,234 and $86,283 respectively.  The Company's balance as of September 30,
2005 to President/COO Timothy Shea is $138,448 (which includes accrued
expenses of $24,323 and accrued salary of $114,126).  Current year payments to
CEO Cozean and President/COO Shea amounted to $138,000 and $112,500,
respectively.

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 April 2003, CFO Michelson loaned
an additional $6,000 to the Company.  During 2004, Cozean and Michelson loaned
additional funds to the Company in the amounts of $9,200 and $5,000,
respectively.  During the 1st quarter of 2005, Cozean loaned additional funds
to the Company in the amount of $33,000.  Repayments were subsequently made to
Cozean and Michelson in the amounts of $10,000 and $5,000, respectively.  UCC
forms were filed to secure these loans with the Company's intangible assets as
well as other unpaid fees due these Directors.  Also during 2004, Louis P.
Valente, a director/shareholder lent the Company $10,000 to fund a portion of
legal services.

Royalties - For the years ended December 31, 2004 and 2003 and the quarter
ended September 30, 2005 for the 2005 year, royalties were accrued for the
benefit of J.T. Lin, a former employee and director of the Company, in the
amounts of $16,966, $13,319 and $0, respectively.  Dr. Lin receives a royalty
of 2.5% of the net revenues generated over the life of the patents.

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.

6.	Inventories
The components of inventories at September 30, 2005 and December 31, 2004 are
summarized as follows:

				September 30,	   December 31,
			           2005		      2004
                               -------------       ------------
Raw materials		         $ 1,650,704	    $ 1,650,704
Work in progress		     299,175	        299,175
Finished goods			   2,518,774	      2,534,129
                               -------------       ------------
				 $ 4,468,653	    $ 4,484,008
                               =============       ============

Management has reclassified $4,108,653 of the Company's inventory to long-term
assets in the accompanying balance sheets to reflect inventory to be consumed
beyond the current operating cycle.

7.	Income Tax Provision
The Company has net operating loss carryforwards from prior year operations.
Income taxes are provided for the tax effects of transactions reported in the
financial statements for the nine-month periods ending September 30, 2005 and
2004.  The current period tax expense, calculated using the current IRS tax
rates, has been totally offset by the tax benefit of the operating loss
carryforwards.

8.	Lease Obligation
Effective September 1, 2005 the Company entered into a new six-year lease
agreement with its existing landlord for office space.  Future minimum
payments under the non-cancelable operating lease are approximated as follows:
	Lease Year 1	$55,168
	Lease Year 2	$57,099
	Lease Year 3	$59,097
	Lease Year 4	$61,166
	Lease Year 5	$63,307
	Lease Year 6	$65,522


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 - Revenues from equipment sales for the quarter ended September 30,
2005 (2005 Quarter) did not change from the quarter ended September 30, 2004
(2004 Quarter) and decreased 91% to $139,000 from $1,477,000 for the nine-
month period ending September 30, 2005 (2005 Period) compared to the nine-
month period ending September 30, 2004 (2004 Period).

Total revenues for the quarter ended September 30, 2005 (2005 Quarter)
increased 1% to $124,534 from $122,850 from the quarter ended September 30,
2004 (2004 Quarter) but increased 38% to $2,307,047 from $1,669,098 for the
nine-month period ending September 30, 2005 (2005 Period) compared to the
nine-month period ending September 30, 2004 (2004 Period).  The 2005 Period
increase was due to the Company granting a license to the Presbyopia and
related patents to Biolase, Inc. to allow Biolase to develop and clinically
test their own product prior to bringing it to market.  During the 2005
Period, Biolase had paid $1,800,000 of the $2,000,000 license fee.

Salaries & Benefits - Expenses decreased 1% to $99,943 for the 2005 Quarter as
compared to $101,221 for the 2004 Quarter and decreased 19% to $253,510 from
$312,878 for the nine-month period ending September 30, 2005 (2005 Period)
compared to the nine-month period ending September 30, 2004 (2004 Period).
The decreases were due to the reduction in technical personnel staffing which
has been offset with the hiring of dedicated sales personnel (late in the
quarter).

Advertising and Selling - Expenses increased to $1,023 for the 2005 Quarter
and increased 8% to $5,889 from $5,444 for the nine-month period ending
September 30, 2005 (2005 Period) compared to the nine-month period ending
September 30, 2004 (2004 Period).  It is anticipated that these expenses will
increase as the Company attends tradeshows and revises its trade literature to
reflect results from the increased clinical activity as revenue collections
begin to recover, thus allowing more funding for these expenses.

Administrative and Other - Expenses decreased 64% to $221,733 for the 2005
Quarter as compared to $618,441 for the 2004 Quarter and decreased 61% to
$334,552 from $861,432 for the nine-month period ending September 30, 2005
(2005 Period) compared to the nine-month period ending September 30, 2004
(2004 Period).  The decreases were due to the lower level of activity in
accounts such as freight and supplies, the expiration at September 30, 2004 of
the Plantation Laser Center rent expense, and the reduction in charges to bad
debt.

Professional Fees - Expenses increased 42% to $252,387 for the 2005 Quarter as
compared to $177,867 for the 2004 Quarter and decreased 9% to $531,349 from
$584,280 for the nine-month period ending September 30, 2005 (2005 Period)
compared to the nine-month period ending September 30, 2004 (2004 Period).
The overall 2005 Period decrease is attributed to a lower level of legal
services associated with FDA regulatory matters, patent legal billings, and
international patent filing fees.

Research and development - Expenses remained at $47,001 for the 2005 Quarter
as compared to the 2004 Quarter and increased 27% to $178,503 from $141,003
for the nine-month period ending September 30, 2005 (2005 Period) compared to
the nine-month period ending September 30, 2004 (2004 Period).  The overall
2005 Period increase is attributed to the amortization of prepaid data
collection as the clinical procedures are performed.  Allocations for payroll
and consultant expenses have remained unchanged over these periods.

Interest Expense - Interest expense decreased 9% to $45,134 for the 2005
Quarter as compared to $49,834 for the 2004 Quarter and decreased 11% to
$123,906 from $139,729 for the nine-month period ending September 30, 2005
(2005 Period) compared to the nine-month period ending September 30, 2004
(2004 Period).  The decreases were due to the principal settlements and
progress payments made on the Company's debt obligations.

Depreciation and Amortization - Expenses increased to $3,584 for the 2005
Quarter as compared to $3,477 for the 2004 Quarter and increased to $10,506
from $10,431 for the nine-month period ending September 30, 2005 (2005 Period)
compared to the nine-month period ending September 30, 2004 (2004 Period).
The increases were due to leasehold improvements and computer equipment placed
in service over these periods.

Total Operating Expenses - In summary, expenses decreased 33% to $670,805 for
the 2005 Quarter as compared to $997,841 for the 2005 Quarter and decreased
30% to $1,438,215 from $2,055,197 for the nine-month period ending September
30, 2005 (2005 Period) compared to the nine-month period ending September 30,
2004 (2004 Period).  The Company has controlled its administrative, marketing,
and payroll expenses while continuing to fund legal expenses for operational,
regulatory and patent matters.

Net Income (Loss) from Continuing Operations - The net loss from continuing
operations for the 2005 Quarter was $(546,442) or (0.01) cents per share as
compared to a net loss of $(881,576) or (0.02) cents per share for the 2004
Quarter.  The favorable variance is a direct result of the decrease in
international sales that was partially offset by an overall reduction in
operating expenses.  The net income from continuing operations for the 2005
Period was 845,832 or 0.02 cents per share as compared to a net loss of
(698,622) of (0.02) cents per share for the 2004 Period.  The positive
variance is primarily a result of the Biolase license fee offset by a
reduction in international sales and operating expenses.

Liquidity and Capital Resources

As of September 30, 2005, the Company had a bank balance of $475,490 and a
working capital deficit of $(1,551,373) as compared to a cash balance of
$2,815 and a working capital deficit of $(2,361,810) at December 31, 2004.
While possessing cash reserves at September 30, 2005, the Company remains
constrained by a lower level of international sales.  Following its receipt of
the CE approval for the Laser Presbyopia Reversal procedure in Europe, the
Company hired an international sales manager in September and has begun to
attend international conventions and courses.  It is hoped that these efforts
will grow international sales.

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 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.  During
February 2005, the Company generated $1,800,000 in funds from the $2 million
license agreement completed with Biolase.  The Company is also continuing to
negotiate with many of its vendors to settle those liabilities with lower
payments.

The Company is continuing to seek additional funding with a number of lenders.
However, there is no guarantee that any financing will be received.  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 a 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 September 30, 2005 the
total indebtedness was $4,071,235 (including accounts payable and accrued
expenses of $2,433,969, convertible debentures of $77,204, and notes payable
comprised of $88,200 in loans from shareholders, $263,708 in payments for
legal services, customers deposits of $120,000 and the $1,088,154 remaining
from the GEM convertible debenture conversion).  The GEM note payable will be
satisfied with an equity issuance when the Board of Directors and shareholders
authorize additional common stock.

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 the 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.

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 the price of our
common stock.  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.

As of September 30, 2005, approximately 55,721,808 shares of common stock,
2,948,116 stock options, and 3,572,222 warrants were outstanding.
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.  Through the twelve months ended
December 31, 2004, our stock price ranged from a high of $0.23 to a low of
$0.02 per share.  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 condition 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 founder, J.T. Lin, Ph.D., has continued to file patent applications for
Presbyopia that are assigned by agreement to the Company.  However, he refuses
to sign required prosecution documents, claims ownership of certain of these
patents and consequently, in some cases, these patents are being abandoned.
These abandonments can negatively impact the strength of the Company's patent
position unless the Company can get said patents reinstated once the required
documents have been executed by Dr. Lin.  Dr. Lin claims that he failed to
sign the documentation due to SurgiLight's failure to pay his royalties, but,
in fact, he began these actions immediately upon completion of his Assignment
Agreement with the Company.

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.  During January
2004, the Company was involved in an inspection and received a "Form 483"
notice and Warning Letter resulting in its inability to ship products to
certain countries throughout the world.  The Company and its clinical
investigators were involved in numerous inspections in 2003 and January 2004,
which resulted in additional Form 483s and Warning Letters, some of which have
since been resolved.

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 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.

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 and former employee, 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 and assessed damages amounting to $1,475,000.
Subsequently, the SEC notified SurgiLight that Dr. Lin's conviction would
cover all of the shareholder losses except $106,354.  This amount would need
to be obtained from the other defendant's including SurgiLight.  During 2003,
while SurgiLight was in discussions with the SEC on the terms of a settlement
and seeking relief from these damages, it had recorded this amount as
potential monies owed.  During December 2004, SurgiLight entered into a
settlement agreement with the SEC forgiving that liability in full and thus
has removed the $106,354 obligation from its financial statements at December
31, 2004.

On May 31, 2003 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

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 nine 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 paid no 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

SurgiLight management, including the Chief Executive Officer and Chief
Financial Officer, conducted an evaluation of the effectiveness of controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as
of the end of the period covered by this quarterly report (the "Evaluation
Date").  Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that, as of the Evaluation Date, the controls and
procedures are effective in ensuring that all material information required to
be filed in this quarterly report has been made known to them in a timely
fashion.

There have been no significant changes in internal controls over financial
reporting (as defined in Rule 13a-15(f)) during the three months ended
September 30, 2005 that materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.
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.

In addition, Mr. Miano has claimed that J.T. Lin, the founder, fraudulently
induced him into signing the first contract.  We, based on advice of legal
counsel, believed that AMLSI was a wholly owned subsidiary and, accordingly
had consolidated the accounts of AMLSI in our previous financial statements.
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 was as follows:  Cash - escrowed account, $264,477.  This cash was
subsequently paid to Merrill Lynch as a partial payment against our line-of-
credit obligation.  In January 2004, we filed suit seeking recovery of the
value of the assets transferred plus additional statutory damages.  In
February 2004, Miano revised his claims and added certain officers and
directors of SurgiLight to the litigation.  During August 2005, the Company
and Miano agreed to settle the matter by Miano paying the Company
approximately $212,500 over the next two years.  The Company has recorded
revenue of $100,000 in the quarterly financial statements ending September 30,
2005 from the receipt of Miano's first of three annual settlement payments.
The Company will record additional settlement revenue as the remaining
installment payments are received.  As part of the settlement, the Company
purchased back from Miano 190,150 of its common shares, which have been
recorded as treasury stock.

Raul Arevalo - On April 21, 2005, the Company received a personal injury
complaint from Raul Arevalo, claiming damages in excess of $50,000 for
injuries caused to his eyes in May 1997 by an excimer laser allegedly
manufactured and sold by J.T. Lin and Photon Data, the predecessor to
SurgiLight.  The Company and its counsel are vigorously defending against this
claim.

Global Emerging Markets - In September 2004, Global Emerging Markets filed a
lawsuit and a request for a preliminary injunction in New York against
SurgiLight and certain of its officers and directors, to require the Company,
among other things, to issue GEM additional shares under its convertible
debenture, which the Company is unable to accommodate until additional shares
are authorized by the shareholders.  The preliminary injunction request was
dismissed.  GEM has recently filed a summary judgment motion to separate the
note from the agreement between the parties, so that they can demand payment
on the note.  The Company, and its counsel, believe that the note may only be
converted into shares per the agreement.

The Company filed litigation in September 2005 in Orange County, FL seeking an
order from the court to confirm that certain patents naming J.T. Lin as
inventor are owned by SurgiLight per the Proprietary Information and
Inventions Agreement signed by J.T. Lin during his employment with SurgiLight
and requiring J.T. Lin to sign the paperwork required for the Company to
prosecute said patents.  In addition, the Company seeks payment of a debt owed
by TAO Medical to SurgiLight in excess of $150,000.

The Company and its counsel believe there are no other material litigation
cases against it.
Item 2. Changes in Securities
As of September 30, 2005, approximately 55,721,808 shares of common stock,
2,948,116 stock options, and 3,572,222 warrants were outstanding, and, as far
as we can determine, were held of record by approximately 1,700 persons,
including significant amounts of stock held in street name.
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

On November 3, 2005, the Company filed Form 8-K pertaining to the
resignation of Edward Tobin as a member of the Board of Directors.




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: November 14, 2005

/s/ Timothy J. Shea
Timothy J. Shea, President, Chief Operating Officer, Secretary



/s/ Colette Cozean
Colette Cozean, Ph.D., CEO, Chairwoman, Board of Directors



/s/ Stuart Michelson
Stuart Michelson, Ph.D., CFO, Member Board of Directors



/s/ Daniel Valente
Daniel Valente, Vice Chairman, Board of Directors



/s/ Robert Freiberg
Robert Freiberg, Ph.D., Member Board of Directors



/s/ Ronald Higgins
Ronald Higgins, Member Board of Directors











CERTIFICATION PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Colette Cozean, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of Sarbanes-Oxley Act of 2002, that the Quarterly
Report of SurgiLight, Incorporated on Form 10-QSB for the quarterly period
ended September 30, 2005 fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 and that information contained
in such Quarterly Report fairly presents in all material respects the
financial condition and results of operations of SurgiLight, Incorporated.

/s/ Colette Cozean
Colette Cozean
Chief Executive Officer
November 14, 2005


I, Stuart Michelson, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of Sarbanes-Oxley Act of 2002, that the Quarterly
Report of SurgiLight, Incorporated on Form 10-QSB for the quarterly period
ended September 30, 2005 fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 and that information contained
in such Quarterly Report fairly presents in all material respects the
financial condition and results of operations of SurgiLight, Incorporated.

/s/ Stuart Michelson
Stuart Michelson
Chief Financial Officer
November 14, 2005




CERTIFICATION

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 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 report;

3. Based on my knowledge, the financial statements, and other financial
information included in this 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 report;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-(f))
for the registrant and have:
a.	Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, 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 report is being prepared;
b.	Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;
c.	Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
a.	All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.

/s/ Colette Cozean
Colette Cozean
CEO
November 14, 2005


CERTIFICATION

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 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 report;

3. Based on my knowledge, the financial statements, and other financial
information included in this 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 report;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-(f))
for the registrant and have:
a.	Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, 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 report is being prepared;
b.	Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;
c.	Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
a.	All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.

/s/ Stuart Michelson
Stuart Michelson
CFO
November 14, 2005