UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A (Amendment #2)
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2002


Commission file number 0-24897


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

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

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

Number of shares outstanding of common equity, as of
November 10, 2003 was 45,080,712
<Page>



EXPLANATORY NOTE
This Amendment on Form 10-QSB/A constitutes Amendment No. 2 to
the Quarterly Report on Form 10-QSB for the period ended June
30, 2002, which was originally filed with the Securities and
Exchange Commission (SEC) on August 14, 2002 and subsequently
amended by Amendment No. 1 on December 3, 2002.
In its Form 10-KSB for the year ended December 31, 2002, the
Company determined that contingencies related to certain sales
contracts precluded current recognition of revenue on those
sales.  As a result, the Company recorded an $835,223
adjustment in its financial statements for the year ended
December 31, 2002.  Of the total $835,223, $480,223 related to
the first quarter ended March 31, 2002, $105,000 related to
the second quarter ended June 30, 2002, and $105,000 related
to the third quarter ended September 30, 2002.  Additionally,
this 10-QSB is also being amended to provide supplementary
discontinued operations information as a result of the Board
of Director's determination as of October 1, 2002 to divest
itself of the Plantation and AMLSI operating segments.  The
format of this presentation now coincides with the required
2003 presentation.  This amendment relates solely to the
matters discussed above and does not reflect events occurring
after the original filing date of December 31, 2002.
The accompanying unaudited condensed consolidated financial
statements of SurgiLight, Inc., and its wholly owned
subsidiaries have been prepared in accordance with generally
accepted accounting principles for interim financial
information in response to the requirements of Article 10 of
Regulation S-X and the instructions of Form 10-QSB.
Accordingly, they do not contain all of the information and
footnotes required by accounting principles generally accepted
in the United States of America.  Management believes the
accompanying unaudited condensed consolidated financial
statements reflect all adjustments (consisting only of normal
recurring adjustments) considered necessary for a fair
presentation of the Company's financial position and the
results of its operations and its cash flows for the interim
periods presented.  These financial statements should be read
in conjunction with the audited financial statements as of
December 31, 2002 and 2001, including the notes thereto, and
the other information included in the Company's filing on Form
10-KSB, which was filed with the Securities and Exchange
Commission, SEC, on May 19, 2003.  Current year information
can be obtained by reviewing the 10-QSB for the quarter ended
March 31, 2003 filed with the SEC on May 28, 2003 and the 10-
QSB for the quarter ended June 30, 2003 filed with the SEC on
October 6, 2003.
<Page>



SURGILIGHT CORPORATION AND SUBSIDIARIES

QUARTER ENDED JUNE 30, 2002

INDEX


PART I - FINANCIAL INFORMATION

ITEM 1 - Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheet as of June 30, 2002.

Condensed Consolidated Statements of Operations for the three
and six months ended June 30, 2002 and 2001 (unaudited).

Condensed Consolidated Statements of Cash Flows for the three
and six months ended June 30, 2002 and 2001 (unaudited).

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

Notes to Unaudited Condensed Consolidated Financial Statements.

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

ITEM 3 - Controls and Procedures.

PART II - OTHER INFORMATION

ITEM 1 - Legal Proceedings

ITEM 2 - Changes in Securities

ITEM 3 - Defaults upon Senior Securities

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

ITEM 5 - Other Information

ITEM 6 - Exhibits and Reports on Form 8-K

<Page>


Part I.  FINANCIAL INFORMATION
ITEM 1.  Financial Statements
<Page>
<table>
<caption>
                                             SURGILIGHT, INC.
                           CONDENSED CONSOLIDATED BALANCE SHEET
                                     June 30, 2002

                                                                    <c>
                                   ASSETS
                                                                       Unaudited
Current assets:
    Cash and cash equivalents                                          $   40,823
    Cash and cash equivalents - Limited as to use                         477,376
    Accounts receivable trade, less allowances for
       doubtful accounts of $133,000                                      526,169
    Accounts receivable - other                                           274,000
    Inventories                                                         1,831,584
    Notes receivable                                                       80,000
    Other current assets                                                  402,083
                                                                        ---------
       Total current assets                                             3,632,035

Property and equipment, net of accumulated depreciation
    Of $819,604                                                           824,134

Other assets:
    Long-term inventories                                               3,039,296
    Intangible assets, net of accumulated amortization
       of $335,096                                                        651,475
                                                                       ----------

       Total assets                                                    $8,146,940
                                                                       ==========

                    LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable and accrued expenses                              $  664,187
    Customer deposits                                                     865,333
    Short-term debt                                                       849,595
                                                                       ----------
      Total current liabilities                                         2,379,115

Long-term liabilities:
    Long-term debt                                                        163,980
    Convertible debentures                                              2,432,011
                                                                       ----------
      Total long-term liabilities                                       2,595,991
                                                                       ----------
      Total liabilities                                                 4,975,106

Commitments and Contingencies

Stockholders' equity:
    Common stock, $0.0001 par; 60,000,000 shares authorized;
       29,017,296 issued and 28,971,161 outstanding                         2,902
    Convertible preferred stock, $0.0001 par; 5,000,000 shares
       authorized; 62,000 issued and outstanding                                7
    Additional paid in capital                                          9,272,753
    Treasury stock, 46,135 shares (at cost)                              (202,094)
    Accumulated deficit                                                (5,901,734)
                                                                       ----------
      Total stockholders' equity                                        3,171,834
                                                                       ----------
      Total liabilities and stockholders' equity                       $8,146,940
                                                                       ==========
See accompanying notes to unaudited condensed consolidated financial statements.
</table>
<Page>
<Table>
<Caption>
                               SURGILIGHT, INC.
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

                                         <c>          <c>          <c>          <c>
                                           Three Months Ended         Six Months Ended
                                              June 30,      June 30,    June 30,      June 30,
                                                2002         2001         2002          2001
                                              --------      --------    --------      --------
Revenue:
   Sales of equipment                       $  492,000   $       -    $1,050,778   $   50,000
   Other                                        19,037      515,000       30,430    1,113,000
                                            -----------  -----------  -----------  -----------
   Total Revenue                               511,037      515,000    1,081,208    1,163,000
Cost of Sales                                   22,639      120,000      133,419      240,000
                                            -----------  -----------  -----------  -----------
   Gross profit                                488,398      395,000      947,789      923,000

Operating expenses:
   Salaries and benefits                       179,367      244,709      318,069      419,823
   Advertising and selling                      93,146       31,820      128,229       53,079
   Administrative and other                    127,172       56,226      261,648      239,114
   Professional fees                            47,159      190,509      161,593      351,408
   Research and development                     48,940           -        95,941           -
   Interest expense                              4,383        7,000       11,338       (8,000)
   Depreciation                                 33,852       97,066       76,990      192,236
   Amortization                                 26,325       44,670       52,650       89,340
                                            -----------  -----------  -----------  -----------
   Total operating expenses                    560,344      672,000    1,106,458    1,337,000
                                            -----------  -----------  -----------  -----------
Income (loss) from operations                  (71,946)    (277,000)    (158,669)    (414,000)

Other income/expenses:
   Gain on sale of equipment                        -            -       212,455           -
                                            -----------   ----------  -----------   ----------
Income (loss) before
    income taxes                               (71,946)    (277,000)      53,786     (414,000)
Provision for income tax                            -            -            -            -
                                             -----------   ----------   ----------   ----------
Income (loss) from
     continuing operations                     (71,946)    (277,000)      53,786     (414,000)
Discontinued operations:
   Income from operations
      of AMLSI                                  63,211           -       134,194           -
   Income (loss) from operations
   of Plantation                                 6,107           -        (5,931)          -
                                            -----------   ----------   ----------   ----------
   Net income from
   discontinued operations                      69,318           -       128,263           -
                                            -----------   ----------   -----------   ----------
   Net Income (loss)                        $   (2,628)  $ (277,000)  $  182,049   $ (414,000)
                                            ===========  ===========  ===========  ===========
   Basic income (loss) per share:
    Income (loss) from continuing operations     (0.00)       (0.01)        0.00        (0.01)
    Income (loss) from discontinued operations    0.00           -          0.00           -
                                                -------      -------      -------       -------
    Net Income (loss)                             0.00        (0.01)        0.00        (0.01)
                                                =======      =======      =======       =======
   Diluted income (loss) per share:
    Income (loss) from continuing operations         -            -         0.00           -
    Income (loss) from discontinued operations       -            -         0.00           -
                                                -------      -------      -------      -------
    Net Income (loss)                                -            -         0.00           -
                                                =======      =======      =======      =======
  Weighted average shares used in calculating
  net income (loss) per share - Basic         28,834,870   21,647,000  28,620,526   21,655,000

Weighted average shares used in calculating
  net income (loss) per share - Diluted               -            -   31,897,213           -

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


<page>
<table>
<caption>
                                       SURGILIGHT, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

                                                      <c>          <c>
                                                               Six Months Ended June 30th
                                                              -----------------------------
                                                           2002         2001
                                                         -------     --------

Cash flows from operating activities:
  Net income (loss)                                             $ 182,049     $(414,000)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
      Depreciation                                                 76,990       144,000
      Amortization                                                 52,650        11,000
      Gain on sale of equipment                                  (212,455)           -
      Issuance of stock in non-cash transactions                  252,463            -
 (Increase) decrease in assets and liabilities, net
    of business acquisitions and dispositions
      Receivables                                                (497,479)      159,000
      Inventories                                                 172,557      (103,000)
      Other assets and liabilities                               (313,252)      464,000
      Discontinued operations                                     100,521             -
                                                             -------------  ------------
      Net cash provided by (used in)
         operating activities                                    (185,956)      261,000
                                                             -------------  ------------

Cash flows from investing activities:
  Purchases of equipment                                          (13,440)      (74,000)
  Proceeds from sale of assets                                    332,000            -
  Payments to acquire patent                                           -        (60,000)
                                                             -------------  ------------
      Net cash provided by (used in)
         investing activities                                     318,560      (134,000)
                                                             -------------  ------------

Cash flows from financing activities:
  Proceeds from long-term debt                                        -         195,000
  Repayment of short-term debt                                    (98,132)   (1,700,000)
  Capital contributions                                                -         42,000
  Proceeds from debentures                                         45,655            -
  Purchase of treasury stock                                           -         (5,000)
                                                             -------------  ------------
      Net cash used in
        financing activities                                      (52,477)   (1,468,000)
                                                             -------------  ------------
Net increase (decrease) in cash                                    80,127    (1,341,000)
Cash and cash equivalents and cash and cash equivalents,
     limited as to use, beginning of period                       438,072     1,773,000
                                                             -------------  ------------
Cash and cash equivalents and cash and cash equivalents,
     limited as to use, end of period                           $ 518,199    $  432,000
                                                             ============== ============

Supplemental disclosure:
Cash paid during the period for interest                        $  36,295    $    9,000
                                                             ============== ============

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






<page>
<table>
<caption>


                                         SURGILIGHT, INC.
              CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)
                             For the Six Months Ended June 30, 2002



                            
           
       
     
   
ditional
                                    Common Stock     Preferred Stock   Paid-In
                                  Shares     Amount   Shares Amount    Capital
                               --------------------  ---------------  ----------
Balances at December 31, 2001,
   as previously reported      27,883,713    $2,789    62,000   $7   $ 9,020,403

Prior Period Adjustment
   (see note 4)                        -         -         -     -            -
                               ----------  --------    ------  ----   ----------
Balances at December 31, 2001,
   as restated                 27,883,713    $2,789    62,000   $7   $ 9,020,403

Issuance of stock in
   non-cash transactions        1,133,583       113        -     -       252,350

Net Income (Loss)                      -         -         -     -            -
                               ----------  --------    ------  ----   ----------

Balances at June 30, 2002      29,017,296   $ 2,902    62,000   $7  $ 9,272,753
                               ==========  ========   =======   ==  ===========


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



<page>
<table>
<caption>


                                         SURGILIGHT, INC.
              CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)
                             For the Six Months Ended June 30, 2002



                                                <c>        <c>         <c> Total
                                                    Treasury Accumulated  Stockholders'
                                                     Stock     Deficit       Equity
                                                    -------- -----------  ------------
Balances at December 31, 2001,
   as previously reported                         $(202,094) $(5,108,783)  $3,712,322

Prior Period Adjustment
   (see note 4)                                          -      (975,000)    (975,000)
                                                  ---------  ------------  -----------
Balances at December 31, 2001,
   as restated                                    $(202,094) $(6,083,783)  $2,737,322

Issuance of stock in
   non-cash transactions                                -             -       252,463

Net Income (Loss)                                       -        182,049      182,049
                                                 ---------   ------------   ----------

Balances at June 30, 2002                         $(202,094) $(5,901,734)  $3,171,834
                                                 ==========  ============  ==========


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











SURGILIGHT, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1.	Business and Basis of Presentation
SurgiLight, Inc., and its wholly owned subsidiaries (Plantation
Laser Eye Center, "Plantation" and American Medical Laser Services,
Inc., "AMSLI," 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 manager and former owner of AMSLI is alleging a breach of
contract for the Company's alleged failure to pay up to $1 million
of working capital.  This dispute could effect the Company's
ability to control AMSLI if found to have merit as the manager
claims, as a result of the dispute, that he owns 55% of AMSLI.  The
Company based on advice of legal counsel believes that AMSLI is a
wholly owned subsidiary, and accordingly has consolidated the
accounts of AMSLI in its financial statements.  The cash held in
AMSLI bank accounts has been classified as limited to use because
the manager is not granting the Company access to the cash accounts
pending the outcome of the dispute.  At June 30, 2002 the assets of
AMSLI were as follows:  Cash, $477,376; Accounts Receivable,
$22,705; Net Machinery and Equipment, $354,104; Intangible Assets,
$96,000, and Net Assets, $715,334.  The quarterly Revenue was
$239,751 and Operating Income was $69,452.  The Company does not
have free access to all of the records of AMSLI and therefore the
figures presented are derived from available data that was provided
by AMSLI.

The accompanying unaudited condensed consolidated financial
statements of SurgiLight, Inc., and its wholly owned subsidiaries
have been prepared in accordance with generally accepted accounting
principles for interim financial information in response to the
requirements of Article 10 of Regulation S-X and the instructions
of Form 10-QSB.  Accordingly, they do not contain all of the
information and footnotes required by accounting principles
generally accepted in the United States of America.  Assuming the
dispute with AMSLI is resolved as expected by management and legal
counsel, management believes the accompanying unaudited condensed
consolidated financial statements reflect all adjustments
(consisting only of normal recurring adjustments) considered
necessary for a fair presentation of the Company's financial
position and the results of its operations and its cash flows for
the interim periods presented.  These financial statements should
be read in conjunction with the audited financial statements as of
December 31, 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, 2002.  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.

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

Additionally, this 10Q is also being amended to provide
supplementary discontinued operations information as a result of
the Board of Director's determination as of October 1, 2002 to
divest itself of the Plantation and AMLSI operating segments.  The
format of this presentation now coincides with the required 2003
presentation so as not to provide misleading information.

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.

On January 1, 2000, the Company sold 85% of its interest in EMX for
approximately $500,000.  On August 29, 2002 the Company and EMX
entered into an agreement whereby the Company would exchange its
remaining 150,000 shares of EMX stock in exchange for the 91,300
shares of Company stock held by EMX.  As a result of the stock
exchange, neither the Company nor EMX would hold any further
financial or administrative interest in the other entity.  In
addition, EMX agreed to pay the Company an amount equal to fifteen
percent (15%) of its Net Profit for each of the 2003 and 2004
calendar years.

In October 2000, the Company acquired the inventory and technology
of the ophthalmic laser division of Premier Laser Systems
("Premier").  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 costs.  In June 2001, the Company reevaluated the
intangible assets and $600,000 was reallocated to inventory.  On
December 26, 2001, 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.  The $1.7
million purchase price was allocated entirely to inventory.
Colette Cozean, Ph.D. a Director and Chairwoman of the Board,
founded Premier and served in many capacities for that company from
1991 to 1999.  Premier currently owes Dr. Cozean approximately
$120,000 for severance, life insurance, expenses and salary.
Premier also owes Dr. Cozean up to $190,000 as a commission from
sale of Premier assets of which $130,000 is from the second
acquisition of assets by SurgiLight.

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 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 paid $332,000 for the assets,
with an additional $50,000 to be based on clinical revenues.

2. 	Commitments and Contingencies
Debenture - In November 2000, the Company entered into a
Convertible debenture agreement 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 million less fees of approximately $100,000.
The Company also put into escrow 2,150,000 shares pursuant to the
agreement.

On February 13, 2002, the Company entered into a convertible
debenture purchase agreement with Knobbe, Marten, Olsen & Bear,
L.L.P. for the issuance of a convertible debenture in the principal
amount of Six Hundred and Ten Thousand Dollars ($610,000); GAM
Laser, Inc. for the issuance of a convertible debenture in the
principal amount of Seventy Five Thousand Dollars ($75,000); and
McClane Tessitore for the issuance 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 convertible at the market value at time of
conversion.  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.  The Form SB-2 has not yet been
declared effective.

A significant number of shares of the Company's common stock would
be issued, resulting in substantial dilution, if the debentures
were to be fully converted.  The Company has proposed an agreement
with GEM, contingent on the Company obtaining other debt financing,
to convert the balance of the convertible debenture to $1 million
and a fixed eight million shares of common stock.  This agreement
has not yet been finalized.

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.  There is no
assurance that the Company will be successful in raising additional
capital.  However, the Company has received a commitment letter for
a $10 million line-of-credit which would replace the $500,000 line-
of-credit held by Merrill Lynch, which was just declared in
default.  The Company is in the process of negotiating a payment
plan with Merrill Lynch.  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 / or acquire additional debt or equity capital.

The Company is a party to legal and regulatory proceedings as
discussed elsewhere in the filing.

3.	Segment Information
The Company operates two separate and distinct segments which
differ in the nature of the products and services offered and the
type of customer for those products and services.  SurgiLight sells
ophthalmic lasers in the reverse presbyopia industry while its
subsidiaries, Plantation and AMSLI, operate centers for use by
other professionals to perform refractive (non-presbyopia) and
cosmetic surgeries, respectively.  The operating results for those
segments for the three- and six-months ended June 30, 2002 is as
follows:
<table>
<caption>
<S>
<C>
SurgiLight
Three-months
ended
June 30, 2002
<C>
Centers
Three-months
ended
June 30, 2002
<C>
SurgiLight
Six-months
ended
June 30, 2002
<C>
Centers
Six-months
ended
June 30, 2002
Revenues
$   511,037
$   396,381
$  1,081,208
$  781,669
Cost of goods sold
 22,639
 69,814
133,419
138,920
Salaries and benefits
179,367
100,163
318,069
198,551
Advertising and selling
 93,146
4,943
128,229
5,505
Administrative and other
127,172
62,871
261,648
130,784
Professional fees
47,159
27,037
161,593
54,278
Research and development
 48,940
-
 95,941
-
Depreciation & amortization
60,177
50,807
129,640
100,521
Interest expense
4,383
11,428
11,338
24,847
Other (Income) or Loss
                 -
 -
(212,455)
                -
Net Income (Loss)
$ ( 71,946)
$ 69,318
$   53,786
$   128,263
</table>
4.	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 resulting in an overstatement of ending inventory, and
inventory that had been incorrectly valued and 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.

5.	Stockholders' Equity
Authorized Shares - In conjunction with the Company's
reincorporation in the State of Florida, which became effective the
first quarter of 2002, the Company increased authorized common
stock shares from 30 million to 60 million.

Changes in Shareholders' Equity - The following highlight the
changes in shareholders' equity during the first and second
quarters:
	On January 17th, 514,706 shares were issued to satisfy accrued
legal fees.
	On February 21st, 223,621 shares were issued to satisfy accrued
legal fees.
	On May 12th, 395,256 shares were issued to satisfy accrued legal
fees.

In May 2002, the Company issued stock options to employees and
members of the Board of Directors (elected by shareholders) to
acquire up to 1,200,000 shares of the Company's common stock.  The
options vest over a three-year period and are exercisable at
approximately .27 cents per share.

Earnings Per Share - The following potentially dilutive securities
were used to calculate fully diluted earning per share:
	GEM Debenture options exercised	200,000 shares
	Knobbe Debenture converted		3,050,000 shares
	GAM Laser Debenture converted		375,000 shares
	McClane Debenture converted		367,500 shares

6.	Related Party Transactions
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 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 paid $332,000 for the assets,
with an additional $50,000 to be based on clinical fees.

Premier Laser Systems - Colette Cozean, Ph.D. a Director and
Chairwoman of the Board, founded Premier and served in many
capacities for that company from 1991 to 1999.  Premier currently
owes Dr. Cozean approximately $120,000 for severance, life
insurance, expenses and salary.  Premier also owes Dr. Cozean up to
$190,000 as a commission from sale of Premier assets of which
$130,000 is from the second acquisition of assets by SurgiLight.


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 operating revenues for the quarter ended June
30, 2002 (2002 Quarter) decreased by 1% to $511,037 from $515,000 for
the quarter ended June 30, 2001 (2001 Quarter) and operating revenues
for the six-month period ended June 30, 2002 (2002 Period) also
decreased 7% to $1,081,208 from $1,163,000 from the six-month period
ended June 30, 2001 (2001 Period).  The decrease in revenue is
primarily due to the initial sales of the OptiVision Laser which the
Company began selling as its' primary product in the 4th quarter of 2001
as the Company transitioned from its prior main revenue source of
earning management fees from its laser centers.

Advertising and Selling - Expenses increased 193% to $93,146 for the
2002 Quarter as compared to $31,820 for the 2001 Quarter.  For the 2002
Period, expenses also increased 142% to $128,229 from $53,079 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 75% to $47,159 for the 2002
Quarter as compared to $190,509 for the 2001 Quarter.  For the 2002
Period, professional expenses also decreased 54% to $161,593 from
$351,408 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 investigation expenses.  The Company also
allocated $30,000 of professional fees to research and development
during the 2002 Quarter.

Salaries & Benefits - Expenses decreased to $179,367 for the 2002
Quarter as compared to $244,709 for the 2001 Quarter.  For the 2002
Period, salaries and benefits also increased 24% to $318,069 from
$419,823 from the prior year.  The decrease was due to an overall
decrease in staffing levels and an allocation of payroll expenses to
research and development.

Depreciation and Amortization - Expenses decreased 57% to $60,177 for
the 2002 Quarter as compared to $141,736 for the 2001 Quarter.  For the
2002 Period, depreciation and amortization also decreased 54% to
$129,640 from $281,576 from the prior year.  The decrease in
depreciation resulted primarily from the sale of the 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 $127,172 for the 2002
Quarter as compared to $56,226 for the 2001 Quarter.  For the 2002
Period, administrative and other expenses increased to $261,648 from
$239,114 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 Operating Expenses - In summary, expenses decreased to $560,344
for the 2002 Quarter as compared to $672,000 for the 2001 Quarter.  For
the 2002 Period, total expenses also decreased to $1,106,458 from
$1,337,000 from the prior year for the reasons stated above.

Net Income (Loss) - The consolidated net loss was $(2,628) or .00 cents
per share for the 2002 Quarter as compared to a net loss of $(277,000)
or (0.01) cents per share during the 2001 Quarter.  For the 2002
Period, the net income was $182,049 compared to a net loss of $414,000
in 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 $40,823 and a working capital surplus of approximately
$1.2 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 working capital surplus can be
primarily attributed to the increased sales of the OptiVision laser.

Accounts payable and accrued expenses decreased to $664,187 at June 30,
2002 as compared to $1,403,175 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 $1.7 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 through December 31, 2001.

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 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.  However, the Company has received a commitment letter for a
$10 million line-of-credit which would replace the $500,000 line-of-
credit held by Merrill Lynch, which was just declared in default.  The
Company is in the process of negotiating a payment plan with Merrill
Lynch.  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.

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.


Risk Factors
Lack Of Liquidity

If the Company is unable to obtain additional funds from other
financings the Company may have to significantly curtail the scope of
our operations and alter our business model.  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.  If
additional financing is not available when required or is not available
on acceptable terms, then the Company may be unable to continue its
operations at current levels.

The Company's 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, and achieve
and sustain profitable operations.  While the Company has produced
several quarters of positive cash flow, the cash generated has been
used to repay portions of its substantial indebtedness (see next
section), leaving few funds available to expand its clinical trials or
sales and marketing efforts.  In addition, the Company, due to
litigation with AMSLI, has been unable to utilize the existing AMSLI
cash assets to fund current operations.

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 the financial condition and results of operations.

Substantial Indebtedness

The Company has a substantial amount of indebtedness.  As of June 30,
2002 the total debt was approximately $3.4 million for SurgiLight
(including convertible debentures of $2.4 million, amounts owed on the
Premier acquisition of $187,500, line-of-credit of $500,000, $102,000
and $165,000 for equipment leases at Plantation and AMSLI).  As of June
30, 2002, the $500,000 Merrill Lynch line-of-credit was fully exhausted
and future borrowing under that facility were not available for any
purpose.  Currently, the line-of-credit is in a default status and a
payment plan to repay the credit facility is being negotiated.  The
Company has received a letter of commitment from a funding source to
replace this line-of-credit with a $10 million line-of-credit pending
the results of due diligence.  However, there is no assurance that the
Company will obtain such debt financing.  If such funding is obtained,
the Company plans to use the funds to pay down its indebtedness,
allowing its operating income to be used to further the growth of the
business.

As a result of the level of debt and the terms of the debt instruments,
the Company's vulnerability to adverse general economic conditions is
heightened.  It is possible that the Company 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.  The Company 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 the
Company's flexibility in planning for, or reacting to, changes in the
business and industry.

The Company's 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 the Company is unable to service the
indebtedness, it 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 the Company can affect any of these remedies
on satisfactory terms, or at all.

Dilution

The issuance of shares upon conversion of the Debentures may cause
significant dilution to the Company's stockholders and, together with
guidance the Company issue to analysts and the financial community, may
have an adverse impact on the market price of the Company's common
stock.

The resale by Investors of the common stock that it acquires from
conversion of the Debentures will increase the number of the Company's
publicly traded shares, which could depress the market price of the
Company's common stock.

However, Investors are limited as to the amount of shares it may sell
to not more than fifteen percent (15%) of the Company's common stock's
previous days trading volume.  The conversion rate at which shares of
the Company's common stock may be issuable to Investors upon a
conversion of the Debentures will be the an amount equal to the average
of the closing bid prices for the 10 day period immediately preceding a
conversion date by Investors.  If Investors choose to purchase the
Company's common stock at a time when the stock price is low, the
Company's existing common stockholders will experience substantial
dilution.  The issuance of shares to 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 the Company's 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 the Company's stock price could
encourage investors to engage in short sales of the Company's common
stock.  By increasing the number of shares offered for sale, material
amounts of short selling could further contribute to progressive price
declines in the Company's common stock.

In October 2000, the Company acquired the inventory and technology of a
corporation known as Premier Laser Systems for the purchase price of
$3,745,000.  Subsequent to September 30, 2001, the Company agreed to
acquire additional inventory for $1,700,000 consisting of $350,000 in
cash and $1,350,000 in the Company's common stock.  At such time that
the Company completes this acquisition and issues shares of the
Company's common stock, existing stockholders could suffer substantial
dilution.

The issuance of further shares upon conversion of the indebtedness
represented by the Debentures will dilute the Company's common stock
and may lower the price of the Company's 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 existing Investors.  If an Investor invests in the
Company's common stock, the interest will be diluted to the extent the
price per share paid for the common stock is greater than the pro forma
net tangible book value per share of the Company's common stock at the
time of sale.  Net tangible book value per share represents the amount
of the Company's total tangible assets reduced by the amount of the
Company's total liabilities and divided by the total number of shares
of common stock outstanding.

Currently, there are approximately 1,487,500 stock options and 99,000
warrants outstanding with respect to the Company's common stock.
Furthermore, the Company may issue additional options for up to an
additional 1.8 million shares of common stock pursuant to the 2002
Stock Option Plan, and the Company can also issue additional warrants
and grant additional stock options to the Company's employees,
officers, directors and consultants, all of which may further dilute
the Company's net tangible book value.

The Company's 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
Company's Common Stock

Because of the limited trading market for the Company's common stock,
and because of the possible price volatility, investors may not be able
to sell the Company's shares of common stock when they desire to do so.
Through the twelve months ended December 31, 2001, the Company's stock
price ranged from a high of $4.00 to a low of $0.20 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 the Company's common stock may suffer greater
declines because of its price volatility.

The Company Has 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.  The Company has not
achieved profitable operations over an extended period of time, though
it has over the last three fiscal quarters.  The Company cannot be
certain that it will be able to regain or sustain profitability or
positive operating cash flow.  Prospective investors should read this
memorandum and all exhibits carefully and should consult with their own
attorney or business advisor prior to making any investment decision
concerning the units.

Patent Infringement Allegations May Impair The Company's 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 the Company does not own
or have the right to use.  If the Company were found to infringe a
patent in a particular market, both the Company's customers and the
Company 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, the Company would be
required to obtain a license, which may require us to make royalty, per
procedure or other fee payments.  The Company cannot be certain if the
Company or the Company's customers will be successful in securing
licenses, or that if the Company obtains licenses, such licenses will
be on acceptable terms.  Alternatively, the Company might be required
to redesign the infringing aspects of these products.  Any redesign
efforts that the Company undertakes 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, the Company could be prevented from manufacturing
and selling the infringing products, which would have a material
adverse effect on the Company's business, financial and results of
operations.

If The Company Is Unable To Protect The Company's Patents And
Proprietary Technology It May Not Be Able To Compete Effectively

The Company's success will depend in part on the Company's ability to
obtain patent protection for products and processes, to preserve the
Company's trade secrets and to operate without infringing the
proprietary rights of third parties.  While the Company holds a number
of U.S. and foreign patents and have other patent applications pending
in the United States and foreign countries, the Company cannot be
assured that any additional patents will be issued, that the scope of
any patent protection will exclude competitors or that any of the
Company's patents will be held valid if subsequently challenged.
Further, other companies may independently develop similar products,
duplicate the Company's products or design products that circumvent the
Company's patents.  The Company is aware of certain patents which,
along with other patents that may exist or be granted in the future,
could restrict the Company's right to market some of the Company's
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.  The Company also
relies upon unpatented trade secrets, and the Company cannot assure
investors that others will not independently develop or otherwise
acquire substantially equivalent trade secrets.

The Company's 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 The Company's Ability To Manufacture And Market The Company's
Products

The Company's 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.  The Company cannot
assure investors that further clinical trials of the Company's 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 the Company may develop in the future may require substantial
filing fees which could limit the number of applications the Company
seek and may entail limitations on the indicated uses for which the
Company's 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, the Company has made modifications
to some of the Company's existing products which the Company does not
believe require the submission of a new 510(k) notification to the FDA.
However, the Company cannot assure the FDA would agree with the
Company's determination.  If the FDA did not agree with the Company's
determination, they could require the Company to cease marketing one or
more of the modified devices until the devices have been cleared.  The
Company is also required to adhere to a wide variety of other
regulations governing the operation of the Company's business.
Noncompliance with state, local, federal or foreign requirements can
result in serious penalties that could harm the Company's business.

The Company's 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 may or may not
be granted.  The Company has 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, the Company
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 the
Company's manufacturing, research and development and quality assurance
activities.  The Company's 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.  The Company was recently involved
in an inspection and received a "Form 483" notice resulting in its
inability to ship products to certain countries throughout the world.
The Company believes it has resolved all significant issues and is
currently working with the FDA to resolve the remaining few items.

A Successful Product Liability Claim Asserted Against The Company Due
To A Defect In One Of It's Products In Excess Of The Company's
Insurance Coverage Would Harm Its Business

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

SEC Investigation

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, the founder and
former employee, has agreed to indemnify the Company against any
liabilities resulting from these actions.  The Company's potential
liability results from a portion of the funds amounting to $1.2 million
allegedly obtained from this scheme flowing into the Company's bank
accounts.  If Dr. Lin is found guilty and unable to pay restitution,
the Company may become liable for this amount.

The Company Faces Competition In Certain Markets

Medical laser centers, including the vision correction and the
dermatology segments, are subject to intense, increasing competition,
which could reduce the Company's short-term cash flow.  The Company's
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, including
the Company's.  Once approval is obtained, the Company cannot be
certain that the Company will be able to compete successfully against
current and future competitors.  Many of the Company's competitors have
existing products and distribution systems in the marketplace and are
substantially larger, better financed, and better known.

If The Company Cannot Adapt To Technological Advances, Its Products May
Become Technologically Obsolete And The Company's Product Sales Could
Significantly Decline

The markets in which the Company's 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 the Company's products uncompetitive or obsolete.
The Company will be required to invest in research and development to
attempt to maintain and enhance the Company's existing products and
develop new products.  The Company does not know if its research and
development efforts will result in the introduction of new products or
product improvements.

However, at the present time, the Company's inventory consists
primarily of the lasers and other equipment purchased from Premier.  It
is the Company's 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 the Company's business focus and
market.  However, the Company only has enough inventory on hand to
sustain operations for an estimated three to four years.  After such
time, the Company will need to reevaluate the existing technology and
may need to alter its operations to remain competitive in the industry.

These lasers have been FDA cleared for certain applications within
opthamology.  However laser scleral oblation is for the treatment of
presbyopia and is currently pending IDE approval here in the U.S.

Effect Of Corporate Measures

Certain anti-takeover measures may have an adverse effect on the
Company's stock price and may also discourage takeovers that might be
beneficial to stockholders.  Certain provisions of the Company's
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 the Company's stockholders.

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

The Company expects sales to international accounts will continue to
represent a significant percentage of the Company's total sales unless
and until the Company's 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.  The Company's
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 the Company has 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 the Company's sales have
been denominated in U.S. dollars, the Company does not have significant
exposure to typical foreign currency fluctuation risks. However, due to
the Company's significant export sales, the Company is subject to
currency exchange rate fluctuations in the U.S. dollar, which could
increase the effective price in local currencies of the Company's
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 The Company's Business

The Company's ability to maintain its competitive position depends in
part upon the continued contributions of the Company's 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 the Company's business.  The Company does not carry key man
insurance on any officer or key employee.  As the Company continues the
clinical development of the Company's lasers and other products and
prepare for regulatory approvals and other commercialization
activities, the Company will need to continue to implement and expand
the Company's operational, financial and management resources and
controls.  While to date the Company has not experienced problems
recruiting or retaining the personnel necessary to implement such
plans, the Company cannot be certain that problems won't arise in the
future.  If the Company fails to attract and retain qualified
individuals for necessary positions, and if the Company is unable to
effectively manage growth in the Company's domestic and international
operations, these could have an adverse effect on the Company's
business, financial condition and results of operations.

Amortization And Charges Relating To The Company's Significant
Intangible Assets Could Adversely Affect Its Stock Price And Reported
Net Income Or Loss

Goodwill is an intangible asset that represents the difference between
the total purchase price of acquisitions and the amount of such
purchase price allocated to the fair value of the net assets acquired.
Goodwill and other intangible assets are amortized over a period of
time, with the amount amortized in a particular period constituting a
non-cash expense that reduces the Company's net income or increases the
Company's net loss.  A reduction in net income resulting from the
amortization of goodwill and other intangible assets may have an
adverse impact upon the market price of the Company's common stock.  In
addition, in the event of a sale or liquidation of SurgiLight or its
assets, the Company cannot be certain that the value of such intangible
assets would be recovered.  In accordance with SFAS 121, the Company
reviews intangible assets for impairment whenever events or changes in
circumstances, including a history of operating or cash flow losses,
indicate that the carrying amount of an asset may not be recoverable.
If the Company determines that an intangible asset is impaired, a non-
cash impairment charge would be recognized.

The Company implemented SFAS 121 during the first quarter of 2002.  The
impact recording a lower amortization has not had any material effect
on the results of operations, nor does the Company expect any material
effect during the foreseeable future.  It is also the Company's belief
that unamortized goodwill continues to have value as recorded and can
be recovered in case of a sale of an entity that gave rise to the
original recording.

The Company Does Not Expect To Pay Any Dividends

To date, the Company has paid no cash dividends or made any stockholder
distributions.  The payment of dividends on the Company's common stock
is within the discretion of the Board of Directors and will depend upon
the Company's earnings, its capital requirements, financial condition,
and other relevant factors.  For the foreseeable future, however, it is
not anticipated that the Company will pay any dividends.  Currently,
the Company plans to retain any earnings the Company receives for the
continued development of the Company's business operations.

NASDAQ Listing

The Company's common stock is quoted on the NASDAQ Over-The-Counter
Bulletin Board (OTCBB).  The Company currently is not listed on the
NASDAQ National Market system.  The Company cannot assure investors
that it will ever meet the criteria for listing the Company's 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 the Company to raise funds through the sale of its common
stock or securities convertible into the Company's 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.


ITEM 3. Controls and Procedures

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

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

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 November 26, 2002, there were 28,925,996 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 agreement with Knobbe, Marten, Olsen & Bear, L.L.P. for the
issuance of a convertible debenture in the principal amount of Six
Hundred and Ten Thousand Dollars ($610,000); GAM Laser, Inc. for the
issuance of a convertible debenture in the principal amount of Seventy
Five Thousand Dollars ($75,000), and McClane Tessitore for the issuance
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.  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
In November 2002, the Company was notified by Merrill Lynch Business
Financial Services ("MLBFS") that the Company was considered to be in
default on the $500,000 line-of-credit, secured by inventory, that had
matured on July 31, 2002.  The Company plans to repay the outstanding
indebtedness if additional debt financing is obtained or in the
alternative, is currently negotiating a payment plan with MLBFS.
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

1. An 8-K was filed reporting that on August 14, 2002, an 8K was filed
by the Company engaging Moore Stephens Lovelace, P.A. as the new
principal accountant to audit the financial statements effective August
2002.  There were no disagreements with the former accountant on any
matter of accounting principle or practices, financial statement
disclosure, or auditing scope or procedure.  The decision to retain new
accountants was recommended and approved by the Board of Directors.

2. An 8-K was filed reporting that the Company's independent accountant
Parks, Tschopp, Whitcomb and Orr, P.A. (who performed the auditing for
the Company in 1999, 2000 and 2001) resigned, effective June 20, 2002.
There were no disagreements with the former accountant on any matter of
accounting principle or practices, financial statement disclosure, or
auditing scope or procedure.  The decision to change accountants was
recommended and approved by our Board of Directors.

3. An 8-K was filed reporting that on January 1, 2000, the Company
changed it's independent accountant from Rachel Siu, CPA (who performed
the auditing for the Company in 1998) and engaged Parks, Tschopp,
Whitcomb and Orr, P.A. as the new principal accountant to audit the
financial statements effective February 1, 2000.  There were no
disagreements with our former accountant on any matter of accounting
principle or practices, financial statement disclosure, or auditing
scope or procedure. The decision to change accountants was recommended
and approved by our Board of Directors.

(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:  November 10, 2003

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

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

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

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

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

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

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

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

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

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

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





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


In connection with the Form 10-QSB (the "Report") of SurgiLight, Inc.
(the "Company") for the period ending June 30, 2002, I, Colette Cozean,
CEO of the Company, certify that:

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

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


______Colette Cozean, Ph.D.__
[Name]

_____CEO____________________
 [Title]

Dated:   November 10, 2003




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


In connection with the Form 10-QSB (the "Report") of SurgiLight, Inc.
(the "Company") for the period ending June 30, 2002, I, Stuart
Michelson,, CFO	 of the Company, certify that:

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

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


____Stuart Michelson, Ph.D.__
[Name]

____CFO_	__________
[Title]

Dated: November 10, 2003

15

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