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


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

For the Quarterly Period ended June 30, 2006


Commission file number  0-24897

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

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

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

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

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


Number of shares outstanding of common equity, as of
August 14, 2006 was 55,721,808




SURGILIGHT CORPORATION

QUARTER ENDED JUNE 30, 2006

INDEX


PART I - FINANCIAL INFORMATION

ITEM 1 - Condensed Financial Statements

Condensed Balance Sheets as of June 30, 2006 (unaudited)
and December 31, 2005.

Condensed Statements of Operations for the three and six months
ended June 30, 2006 and 2005 (unaudited).

Condensed Statements of Cash Flows for the three and six months
ended June 30, 2006 and 2005 (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


                            SURGILIGHT, INC.
                        CONDENSED BALANCE SHEETS



                              ASSETS
                                                         June 30,  December 31,
                                                           2006        2005
                                                       ----------- ------------
                                                       (unaudited)
Current assets:
    Cash                                               $    8,288   $   89,551
    Accounts receivable trade                              20,215      197,195
    Inventories                                           360,000      360,000
    Prepaid data collection fees                          119,000      119,000
    Other current assets                                  222,898      233,211
                                                        ---------   ----------
       Total current assets                               730,401      998,957

Property and equipment, net of accumulated
 depreciation of $28,270 and $25,375                       25,501       28,396

Other assets:
    Long-term inventories                               4,108,653    4,108,653
    Intangible assets, net of accumulated
     amortization of $370,839 and $365,841                 95,041      100,039
    Prepaid data collection fees                           39,000       39,000
                                                       ----------    ---------
       Total assets                                    $4,998,596   $5,275,045
                                                       ==========   ==========

                LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable and accrued expenses              $1,717,610   $1,475,202
    Accounts payable and accrued expenses-
     related party                                      1,101,012    1,008,770
    Customer deposits                                     120,000      120,000
    Short-term debt                                     1,376,129    1,394,129
    Convertible debenture                                  77,204       77,204
                                                       ----------   ----------
      Total current liabilities                         4,391,955    4,075,305

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; 55,721,808 issued; 55,485,523
     outstanding                                            5,591        5,591
    Additional paid in capital                         11,543,108   11,511,958
    Treasury stock, 236,285 shares (at cost)             (206,095)    (206,095)
    Accumulated deficit                               (10,735,969) (10,111,720)
                                                       ----------   ----------
      Total stockholders' equity                          606,641    1,199,740
                                                       ----------   ----------

      Total liabilities and stockholders' equity       $4,998,596   $5,275,045
                                                       ==========   ==========



See accompanying notes.


                     SURGILIGHT, INC.
           CONDENSED STATEMENTS OF OPERATIONS (Unaudited)



                                  Three Months Ended       Six Months Ended
                                  June 30,   June 30,    June 30,    June 30,
                                    2006       2005        2006        2005
                                  --------   --------     -------     -------
Revenue:
  Sales of equipment           $       -   $  139,000  $       -    $  139,000
  Licensing Fees                       -           -           -     1,900,000
                               ----------- ----------- -----------  ----------
  Total Revenue                        -      139,000          -     2,039,000
  Cost of Sales                     1,806      20,596       5,375       22,828
                               ----------- ----------- -----------  ----------
    Gross profit                   (1,806)    118,404      (5,375)   2,016,172

Operating expenses:
  Salaries and benefits            84,549      84,323     189,006      153,567
  Advertising and marketing            48       4,866          48        4,866
  Administrative and other         58,115      66,508     139,908      112,818
  Professional fees                92,014     209,618     231,847      278,962
  Research and development         52,801      84,501      99,802      131,502
  Depreciation/amortization         3,777       3,461       7,893        6,922
                              ----------- -----------  ----------  -----------
   Total operating expenses       291,304     453,277     668,504      688,637
                              ----------- -----------  ----------  -----------
   Income (loss) from
    operations                   (293,110)   (334,873)   (673,879)   1,327,535

Other income and (expenses):
  Royalty income                    2,783          -        2,783           -
  Vendor settlements                   -      131,776          -       143,032
  Litigation settlement                -           -      125,000           -
  Other income                         -          120          -           480
  Interest expense                (39,077)    (39,075)    (78,153)     (78,772)
                               -----------  ----------  ----------  ----------
   Total other income, net        (36,294)     92,821      49,630       64,740
                               -----------  ----------  ----------  ----------
Income (loss) before income
 taxes                           (329,404)   (242,052)   (624,249)   1,392,275

Provision for (Benefit from)
 Corporate Tax
 Current                               -           -            -      473,374
 Deferred                              -           -            -     (473,374)
                               -----------  ----------   ---------  ----------
 Provision for income tax              -           -            -            -
                               -----------  ----------   ---------  ----------
    Net Income (loss)          $ (329,404)  $(242,052)   $(624,249) $1,392,275
                               ===========  ==========   ========== ==========

 Basic and diluted income
  (loss) per share:
  Income (loss) from operations    $(0.01)   $(0.00)       $(0.01)      $0.00
                                  --------   -------       -------     -------
  Net Income (loss)                $(0.01)   $(0.00)       $(0.01)      $0.00
                                  ========   =======       =======     =======

Weighted average shares used in
 calculating net income (loss)
 per share - Basic              55,721,808  55,862,507  55,721,808  55,141,240

Weighted average shares used in
 calculating net income (loss)
 per share - Fully Diluted      55,721,808  55,862,507  55,721,808  55,141,240


See accompanying notes.



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


                                   Three Months Ended       Six Months Ended
                                   June 30,   June 30,     June 30,  June 30,
                                     2006      2005          2006      2005
                                   --------  --------     --------  --------

Cash flows from operating
 activities:
 Net income (loss)               $(329,404) $ (242,052) $ (624,249)$1,392,275
 Adjustments to reconcile net
  (loss) income to net cash
  (used) generated in
  operating activities:
      Depreciation                   1,278         962       2,895      1,924
      Amortization                   2,499       2,499       4,998      4,998
 (Increase) decrease in assets
  and liabilities
      Receivables                   11,108     (48,729)    176,980   (133,729)
      Inventories                       -       15,355          -      15,355
      Prepaid data collection
       fees                             -       37,500          -      37,500)
      Employee advances                 -       10,000      (8,048)     2,500
      Prepaid expenses               6,264     (19,457)     18,361    (19,457)
      Accounts payable and
       accrued expenses-
       third parties               162,275    (153,715)    242,408   (244,425)
      Accounts payable-related
       parties                      77,380     (56,699)     92,242    (10,165)
      Stock issued for services         -       45,000          -      45,000
                                 ----------  ----------   --------- ----------
  Net cash generated by (used
    in) operating activities       (68,600)   (409,336)    (94,413) 1,091,776
                                 ----------  ----------   --------- ----------

Cash flows from financing
 activities:
 Repayment of debt                      -     (266,700)    (35,000)  (348,700)
 Proceeds from shareholder
  loans                              7,000          -        7,000         -
  Proceeds from loans-other         10,000          -       10,000         -
  Share-based compensation          10,815          -       31,150         -
                                 ----------  ----------   --------- ----------
  Net cash provided by (used
   in) financing activities         27,815    (266,700)     13,150   (348,700)
                                 ----------  ----------   --------- ----------
Net increase (decrease) in
  cash                             (40,785)   (676,036)    (81,263)   743,076

Cash beginning of period            49,073    1,421,927      89,551      2,815
                                 ----------  ----------   --------- ----------

Cash end of period                $   8,288   $ 745,891   $   8,288  $ 745,891
                                 ==========  ==========   ========= ==========

Supplemental disclosure:

Cash paid during the period
 for interest                     $     -    $      -     $     -   $      -
Share-based compensation
 granted-options                    360,500         -       371,000        -
                                 ==========  =========    ========= ==========


See accompanying notes.






                              SURGILIGHT, INC.
           CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)
                   For the Three Months Ended June 30, 2006


                                                                  Additional
                               Preferred Stock     Common Stock     Paid-In
                                Shares  Amount   Shares   Amount    Capital
                              --------- ------ ---------  ------- ----------
Balances at March 31, 2006      47,000    $6  55,721,808 $5,591  $11,532,293

Share-based compensation                              -      -        10,815

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

Balances at June 30, 2006       47,000    $6  55,721,808 $5,591  $11,543,108
                                ======    ==  ========== ======  ===========



                                                        Total
                               Treasury     Accum.   Stockholders
                                 Stock     Deficit      Equity
                               --------   ----------  -----------
Balances at March 31, 2006     $(206,095)$(10,406,565) $   925,230

Share-based compensation              -            -       10,815

Net loss                              -      (329,404)   (329,404)
                               ---------- ------------ ----------

Balances at June 30, 2006      $(206,095)$(10,735,969) $  606,641
                               ========= ============  ==========


See accompanying notes.





SURGILIGHT INC. AND SUBSIDIARIES


NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE 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, 2005 and 2004,
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 April 14, 2006.  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, 2006.

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 4 - 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.  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.  During February 2006, Miano exercised his option to pay the
remaining balance of $125,000 at a discounted amount of $112,500, which the
Company has recorded as revenue at that date.  As part of the settlement, the
Company purchased back from Miano 190,150 of its common shares, which have been
recorded as treasury stock at December 31, 2005.

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, 2005, 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.

NOTE 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.

U.S. Department of the Treasury - In July 2004, the Company was contacted by
the U.S. Department of the Treasury who is investigating a shipment of an
ophthalmic laser to Iran in 2000 by the founder of the Company.  The Company
filed written correspondence to the Department of the Treasury as a result of
that contact.  Since that July 2004 date, the Company has had no further
contact with the Department of the Treasury nor does the Company expect to have
any further contact with the customer regarding this shipment.

NOTE 3.  RECENT ACCOUNTING PRONOUNCEMENTS

During December 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 123 (revised 2004), "Share-
Based Payment" ("SFAS No. 123R") requiring that the compensation cost relating
to all share-based payment transactions be recognized in financial statements.
As explained in Note 5, the Company adopted SFAS No. 123R on January 1, 2006.
Prior to the adoption of SFAS 123R, the Company used the intrinsic value method
to account for employee stock options and only recorded compensation if the
fair market value exceeded the exercise price at the date of grant.

NOTE 4.  LEGAL PROCEEDINGS

Paul Miano - Advanced Medical Laser Services, Inc. ("AMLSI") and Paul Miano
("Miano") filed a lawsuit against us on September 26, 2001, in Broward County,
later moved to Orange County, alleging breach of contract for our alleged
failure to finance up to $1,000,000 of working capital.  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.
During February 2006, Miano exercised his option to pay the remaining balance
of $125,000 at a discounted amount of $112,500, which the Company has recorded
as other income at that date.  As part of the settlement, the Company purchased
back from Miano 190,150 of its common shares, which have been recorded as
treasury stock at December 31, 2005.

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.  The Company has
filed a claim for contribution against Dr. Caro, who performed the surgery.

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 a cross-complaint
alleging that GEM violated Securities Statutes 16(b) and 10(b) and breached
their contract with the Company and that Mr. Tobin, a principal of GEM,
breached his fiduciary duty to SurgiLight as a member of its Board of
Directors.

J.T. Lin - 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.

During January 2006 the Company's received a temporary injunction that
prohibits Mr. Lin from contesting the ownership of 33 patents or patent
applications worldwide.  In addition, the European patent office recently
rejected Dr. Lin's claims with regard to certain European patents.

Other Litigation - From time to time, the Company is party to other
litigation.  The Company and its counsel believe this litigation is not
material.

NOTE 5.  STOCKHOLDERS' EQUITY

In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment."  SFAS
No. 123R revises SFAS 123 and supersedes APB No. 25, "Accounting for Stock
Issued to Employees."  In March 2005, the SEC issued Staff Accounting Bulletin
("SAB") No. 107.  SAB 107 provides guidance related to the valuation of share-
based payment arrangements for public companies, including guidance related to
share-based payment transactions with non-employees, expected volatility,
expected term and the accounting for income tax effects of share based payment
arrangements upon adoption of SFAS No. 123R.  In April 2005, the SEC announced
SFAS No. 123R would be effective no later than the first fiscal year beginning
after June 15, 2005.  The Company has adopted SFAS No. 123R effective January
1, 2006.

SFAS No. 123R requires all share-based payments to employees to be recognized
in the financial statements based on fair value.  In prior periods, the Company
accounted for share-based payments to employees using APB No. 25's intrinsic
value method.  The Company will be using the Black-Scholes fair value approach
to calculate the compensation expense to be recorded at the date of a stock-
based award grant.

SFAS No. 123R permits one of two methods of adoption: (1) modified prospective
method or (2) modified retrospective method.  The Company has adopted SFAS No.
123R using the modified prospective method.  This method requires that the
Company recognize compensation expense for all share-based payments granted on
or after January 1, 2006 and for all awards granted prior to January 1, 2006
that remain unvested on January 1, 2006.

Stock Options and Warrants:

The following table summarizes the warrants outstanding as of June 30, 2006 and
the changes in outstanding warrants in the three months then ended:

	                  Number Of Shares      Weighted Average
		       	Subject To Warrants    Exercise Price Per
			    Outstanding		      Share
                        -------------------    ------------------
Warrants outstanding,
 March 31, 2006 	        3,472,222		$0.53
Warrants granted		        0	            0
Warrants cancelled			0		    0
Warrants exercised			0		    0
				---------		-----
Warrants exercisable,
 June 30, 2006	 		3,472,222		$0.53


Stock options - The Company operates two open stock option plans: the 1999
Stock Option Plan ("1999 Plan") and the 2001 Stock Option Plan ("2001 Plan").
The total number of shares of stock that may be issued under the 1999 Plan is
150,000 and 3,000,000 under the 2001 Plan.  In addition, the Company grants to
CEO Colette Cozean, as part of her regulatory consultant compensation, 3,500
options per month, which are outside the scope of either of the option plans.

Under both plans, the option exercise price shall be not less than one
hundred percent (100%) of the fair market value ("FMV") of the stock on
the grant date.  Under the 1999 Plan, FMV is defined as the average
closing price of the stock for the five business days immediately
preceding such date.  Under the 2001 Plan, FMV is defined as the closing
price of the stock on the grant date.

Under the 1999 Plan, each member of the Board of Directors shall receive an
option for 10,000 shares upon initial appointment to the Board and at each
annual meeting thereafter in consideration for the director's service on the
Board for the coming year.  All such options fully vest on the date of grant
and have a term of five years.

Under the 2001 Plan, each member of the Board of Directors shall receive an
option for 50,000 shares upon initial appointment to the Board and at each
annual meeting thereafter in consideration for the director's service on the
Board for the coming year.  All such options have a term of five years, with
20,000 options vesting immediately upon the date of grant and the remainder
vesting in increments of 10,000 each on the anniversary of the grant date for
each of the three years following the grant date.

The following table summarizes information about stock options outstanding at
June 30, 2006 and changes in outstanding options in the three months then
ended, all of which are at fixed prices:

	                  Number Of Shares      Weighted Average
		       	Subject To Options     Exercise Price Per
			    Outstanding		      Share
                        -------------------    ------------------
Options outstanding,
 March 31, 2006	                3,179,116		$0.19
Options granted		          360,500	        $0.03
Options cancelled		       - 		   -
Options exercised		       - 	 	   -
				---------		-----
Options outstanding,
 June 30, 2006			3,539,616		$0.17
                                =========               =====
Options exercisable,
 June 30, 2006			3,122,950		$0.18
                                =========               =====


Under SFAS No. 123R, there was $10,815 of compensation cost related to employee
stock options recognized in the operating results for the three months ended
June 30, 2006, all of which was included as administrative and other expenses.

The following table summarizes the assumptions used in applying the Black-
Scholes option-pricing model to determine the fair value of options granted
during the three months ended June 30, 2006:

The following table summarizes the assumptions used in applying the
Black-Scholes option-pricing model to determine the fair value of options
granted during the three months ended June 30, 2006:

						Three Months Ended
						  June 30, 2006
                                                ------------------
Expected volatility					147%
Expected term (years)					10.0
Risk-free interest rate					  3%
Dividend yield						0.0%


NOTE 6.  RELATED PARTY TRANSACTIONS

Directors' Loans and accounts payable and accrued expenses - The Company's
balance as of June 30, 2006 to CEO Colette Cozean is $797,994 (which includes
accrued interest of $113,064) and is recorded in accounts payable.  The
Company's balance as of June 30, 2006 to CFO Stuart Michelson is $135,083
(which includes accrued interest of $4,583) and is also recorded in accounts
payable.  The balances at December 31, 2005 for the CEO and CFO were $749,244
and $119,483 respectively.  The Company's balance as of June 30, 2006 to
President/COO Timothy Shea is $167,934 (which includes accrued expenses of
$25,683 and accrued salary of $142,251).

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.
In May 2006, Michelson loaned an additional $2,000 to the Company.  UCC forms
were filed to secure these loans with the Company's intangible assets as well
as other unpaid fees due these Directors.  During 2004, Louis P. Valente,
a director/shareholder lent the Company $10,000 to fund a portion of legal
services.  In May 2006, Richard Ajayi, a director/shareholder lent the
Company $5,000 to fund operating expenses.

Royalties - Royalties on equipment sales accrue for the benefit of J.T. Lin, a
former employee and director of the Company.  Dr. Lin receives a royalty of
2.5% of the net revenues generated over the life of the patents.  For the three
and six months ended June 30, 2006, the Company did not record any equipment
sales.

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.

NOTE 7.  INVENTORIES

The components of inventories at June 30, 2006 and December 31, 2005 are
summarized as follows:

         		  June 30, 	December 31,
                            2006            2005
                          --------         -------
Raw Materials		$ 1,650,704	$ 1,650,704
Work in progress	    299,175	    299,175
Finished goods		  2,518,774       2,518,774
                        -----------     -----------
     Total Inventory    $ 4,468,653      $4,468,653
                        ===========     ===========

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

NOTE 8.  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 three-month periods ending June 30, 2006 and
2005. The 2005 period tax expense, calculated using the current IRS tax
rates, has been totally offset by the tax benefit of the operating loss
carryforwards.

NOTE 9.  LEASE OBLIGATION

The Company leases office space under operating lease arrangements.  Future
minimum payments under the non-cancelable operating lease as of December 31,
2006, is approximated as follows:
2007	$76,346
2008	$78,944
2009	$81,631
2010	$84,409


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

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

Operating Highlights:

Revenues - The Company did not record any revenues from equipment sales or
licensing fees for the quarter ended June 30, 2006 ("2006 Quarter"). The
Company had $139,000 in equipment sales for the quarter ended June 30, 2005
("2005 Quarter").

The Company did not record any revenues from equipment sales or licensing fees
for the six-month period ending June 30, 2006 ("2006 Period").  The Company
recorded $139,000 in equipment sales and $1,900,000 in licensing for the six-
month period ended June 30, 2005 ("2005 Period").

Salaries & Benefits - Expenses remained the same at approximately $84,000 for
the 2006 Quarter as compared to the 2005 Quarter and increased 23% to $189,006
from $153,567 for the 2006 Period as compared to the 2005 Period.  The 2006
Period increase was due to the salary and benefits of the full-time marketing
position and an increased level of contractual funding as compared to the 2005
Period.

Advertising and Selling - Expenses decreased to $48 for the 2006 Quarter as
compared to $4,866 for the 2005 Quarter and decreased an equivalent amount for
the 2006 Period as compared to the 2005 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 13% to $58,115 for the 2006
Quarter as compared to $66,508 for the 2005 Quarter and increased 24% to
$139,908 from $112,818 for the 2006 Period as compared to the 2005 Period.  For
the 2006 Quarter, decreases in office expenses, insurance, travel and utilities
were offset by a $10,815 share-based compensation charge from the adoption of
SFAS 123R requiring expensing of stock options.  The 2006 Period increase was
primarily due to the $20,335 initial recording of the SFAS 123R requirement for
the unvested stock options that existed at December 31, 2005.

Professional Fees - Expenses decreased 56% to $92,014 for the 2006 Quarter as
compared to $209,618 for the 2005 Quarter and decreased 17% to $231,847 from
$278,962 for the 2006 Period as compared to the 2005 Period.  The overall 2006
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 decreased 38% to $52,801 for the 2006
Quarter as compared to $84,501 for the 2005 Quarter and decreased 24% to
$99,802 from $131,502 for the 2006 Period as compared to the 2005 Period.  The
overall decreases are attributed to a decrease in the amortization of prepaid
data collection as fewer clinical procedures have been performed.  Allocations
for payroll and consultant expenses have remained unchanged over these periods.

Depreciation and Amortization - Expenses remained the same at approximately
$4,000 for the 2006 Quarter as compared to the 2005 Quarter and increased 14%
to $7,893 from $6,922 for the 2006 Period compared to the 2005 Period.  The
Company has placed minimal depreciable and no amortizable assets in service
over these periods.

Total Operating Expenses - In summary, operating expenses decreased 35% to
$291,304 for the 2006 Quarter as compared to $453,277 for the 2005 Quarter and
decreased 3% to $668,504 from $688,637 for the 2006 Period as compared to the
2005 Period.  The Company has controlled its administrative, marketing, and
payroll expenses while continuing to fund legal expenses for operational,
regulatory and patent matters.

Income (Loss) from Operations - The loss from operations for the 2006 Quarter
was $(293,110) as compared to a loss of $(334,873) for the 2005 Quarter.  The
favorable variance is a direct result of the continued effort to control
expenses as the sales and marketing efforts continue to expand.

Interest Expense - Interest expense remained the same at approximately $39,000
for the 2006 Quarter as compared to the 2005 Quarter and approximately $78,000
for the 2006 Period as compared to the 2005 Period.  The Company continues to
negotiate with creditors on relieving the outstanding balances of debt
obligations.


Liquidity and Capital Resources

As of June 30, 2006, the Company had a bank balance of $8,288 and a working
capital deficit of $(3,661,554) as compared to a cash balance of $89,551 and a
working capital deficit of $(3,076,348) at December 31, 2005.  Of this deficit,
$1,088,154 is a convertible debenture to GEM that can only be converted to
common stock at a fixed price of $0.093 per share.  The Company remains
constrained by a low level of international sales.  Following its receipt of
the CE approval for the Laser Presbyopia Reversal procedure in Europe during
February 2005, the Company hired an international sales manager in September
and has begun to attend international conventions and courses.  These efforts
did not grow international sales and the sales manager was replaced by a
consultant.  These efforts are further compromised by an inability to afford
any significant marketing efforts.

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 lacks sufficient liquidity 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.  We collected the remaining $200,000 balance
during the six months ended June 30, 2006.  The Company is also continuing to
negotiate with many of its vendors to settle existing 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 June 30, 2006 the total
indebtedness was $4,391,955 (including accounts payable and accrued expenses of
$2,818,622, convertible debentures of $77,204, and notes payable comprised of
$105,200 in loans from shareholders, $182,775 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 can only 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 the lesser 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 June 30, 2006, approximately 55,721,808 shares of common stock, 3,539,616
stock options, and 3,472,222 warrants were outstanding.  Furthermore, we may
issue additional options for up to an additional 1.8 million shares of common
stock pursuant to the 2001 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, 2005, our stock price ranged from a low of $0.01 to a high of
$0.09 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 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 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 alleged that Dr. Lin and Mr. Tsai committed
various acts of securities fraud in 1999 and early 2000, and sought damages and
injunctive relief against them.  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,
had previously 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.

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 Laser Systems (for more detailed
information, see SurgiLight, Inc. 10-KSB dated 12/31/05) .  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 June 30,
2006 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.  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.
During February 2006, Miano exercised his option to pay the remaining balance
of $125,000 at a discounted amount of $112,500, which the Company has recorded
as other income at that date.  As part of the settlement, the Company purchased
back from Miano 190,150 of its common shares, which have been recorded as
treasury stock at December 31, 2005.

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.  The Company has
filed a claim for contribution against Dr. Caro, who performed the surgery.

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 a cross-complaint
alleging that GEM violated Securities Statutes 16(b) and 10(b) and breached
their contract with the Company and that Mr. Tobin, a principal of GEM,
breached his fiduciary duty to SurgiLight as a member of its Board of
Directors.

J.T. Lin - 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.

During January 2006 the Company's received a temporary injunction that
prohibits Mr. Lin from contesting the ownership of 33 patents or patent
applications worldwide.  In addition, the European patent office recently
rejected Dr. Lin's claims with regard to certain European patents.

Other Litigation - From time to time, the Company is party to other
litigation.  The Company and its counsel believe this litigation is not
material.

Item 2. Changes in Securities

As of June 30, 2006, approximately 55,721,808 shares of common stock, 3,539,616
stock options, and 3,472,222 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
Directors - During February 2006, the Company's board of directors appointed
Dr. Richard Ajayi and Craig Collins, CPA to fill two vacant seats on the Board
and its audit committee.  Dr. Ajayi also serves on the compensation committee.

Item 6. Exhibits and Reports on Form 8-K.
(a)	Exhibits
None.
(b)	Reports

None.



SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant,
SurgiLight, Inc., caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: August 14, 2006

/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



/s/ Richard Ajayi
Richard Ajayi, Member Board of Directors



/s/ Craig Collins
Craig Collins, 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 March 31, 2006 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
August 14, 2006




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 March 31, 2006 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
August 14, 2006




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
August 14, 2006


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
August 14, 2006