7


SEC     Potential persons who are to respond to the collection of
2344 (5-information contained in this form are not required to
99)     respond unless the form displays a currently valid OMB
       control number.
                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
FORM 10-QSB/A (Amendment #1)
[x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
]  EXCHANGE ACT OF 1934
          For the quarterly period ended June 30, 2002

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

        Commission file number                  0-24897

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

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

             2001 Science Drive, Suite 140, Orlando, FL 32826
              (Address of principal executive offices)
                          ( 407) 482- 4555
                     (Issuer's telephone number)
   _______________________________________________________________
(Former name, former address and former fiscal year, if changed since
                            last report)
     Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.Yes
[x ] No [  ]
              APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                 PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes [ ] No [ ]
                    APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of November 26, 2002:  28,925,996
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [x]

                   SURGILIGHT CORPORATION AND SUBSIDIARIES

                         QUARTER ENDED JUNE 30, 2002

                                    INDEX

PART I - FINANCIAL INFORMATION

  Item   Condensed Consolidated Financial Statements
 1.

      Condensed Consolidated Balance Sheet as of June 30, 2002          44

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

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

      Condensed Consolidated Statement of Shareholder's Equity.

      Notes to Condensed Consolidated Financial
    Statements.

  Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations

            Risk Factors

  Item 3.   Controls and Procedures

PART II - OTHER INFORMATION


SIGNATURES
























                       PART I - FINANCIAL INFORMATION
                        Item 1. Financial Statements.

                        <table>
SurgliLight, Inc. and Subsidiaries
Condensed Consolidated Balance Sheet
June 30, 2002
<c>                                            <c>
                    ASSETS                     Unaudited
CURRENT ASSETS:
  Cash and cash equivalents                      $
                                              40,823
  Cash and cash equivalents - Limited as to
use                                            477,376
  Accounts receivable - net of allowance for doubtful
    accounts of $133,000
                                              1,111,392
  Other receivable
                                              274,000
  Inventory
                                              1,831,584
  Notes receivable
                                              80,000
  Other current assets
                                              402,083
           Total current assets
                                              4,217,258
Property and equipment, net of accumulated
depreciation
   of $819,604
                                              824,134
Inventory - long term
                                              3,039,296
Intangible assets, net of accumulated amortization
   of $335,096
                                              651,475
TOTAL ASSETS
                                              $8,732,163

     LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued expenses          $
                                              664,187
  Customer deposits
                                              865,333
  Current portion of long term debt
                                              849,595
           Total current liabilities
                                              2,379,115
Long term debt less current installments
                                              163,980


Convertible debentures
                                              2,432,011
Commitments and contingencies

Stockholders' equity:
Common stock, $0.0001 par value; 60,000,000
shares authorized
29,017,296 issued and 28,971,161 outstanding
                                              2,902
Convertible Preferred stock, $0.0001 par
value;
5,000,000 shares authorized, 62,000 issued and
outstanding                                    7
  Additional paid-in capital
                                              9,272,753
  Treasury stock, at cost (46,135 shares)
                                              (202,094)
  Accumulated deficit
                                              (5,316,511
                                              )
           Total stockholders' equity
                                              3,757,057
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
                                              $8,732,163

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

<table>
SurgiLight, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
For the Three and Six Months Ended June 30, 2002 and
2001

<c>                                <c>       <c>        <c>        <c>
                                   UNAUDITEDUNAUDITED UNAUDITED  UNAUDITED
                                   Three Months Ended    Six Months Ended
                                   June 30,  June 30,  June 30,   June 30,
                                     2002      2001      2002       2001

REVENUES                           $1,068,41         $ $2,502,290  $1,163,000
                                         8#   515,000

COST OF REVENUES                                                    240,000
                                    148,454   120,000   328,379

           Gross profit                                             923,000
                                    919,964   395,000 2,173,911

SELLING, GENERAL, AND ADMINISTRATIVE
      EXPENSES:
  Advertising and selling                                            53,079
                                     98,090    31,820   133,734
  Professional fees                                                 351,408
                                    104,196   190,509   275,872
  Salaries and benefits                                             419,823
                                    296,531   244,709   550,872
  Depreciation and amortization                                     281,576
                                    110,984   141,736   230,161
  Administrative and other                                          239,114
                                    191,980    56,226   392,270
           Total selling, general, and administrative
                 expenses                                         1,345,000
                                     801,781  665,000 1,582,909

           Operating income (loss)
                                     118,183 (270,000)   591,002   (422,000)

Interest expense (income), Net
                                      15,811    7,000    36,185     (8,000)
Gain on sale of asset                      -        -                     -
                                                        212,455

Net income (loss)                          $                  $
                                     102,372 $(277,000   767,272  $(414,000)
                                                    )

Net income (loss)per share - Basic         $        $         $           $
                                        0.00   (0.01)      0.03      (0.02)

Net income (loss)per share -               $        $         $           $
Diluted                                 0.00   (0.01)      0.02      (0.02)

Weighted average shares used in calulating
(income) loss per share - Basic
                                  28,834,870 21,647,00 28,620,526  21,655,000
                                                    0

Weighted average shares used in calulating
(income) loss per share - Diluted
                                  32,617,540 21,647,00 31,879,213  21,655,000
                                                    0


See accompanying notes to condensed consolidated financial
statements.


</table>

<table>

SURGILIGHT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited)
FOR THE PERIOD ENDED
JUNE 30, 2002

<c>                  <c>      <c>       <c>      <c>    <c>                          <c>           <c>        <c>
                                      Prefered               Additional                                    Total
                          Common          Stock               Paid-in            Accumulated Treasuary Stockholders'
                      Shares  Amount   Shares Amount          Capital              Deficit     Stock      Equity

Balance at December                 $             $            $      6,772,378            $         $            $
31, 2000             21,579,4    2,158       -     -                              (2,402,197) (196,824)    4,175,515
                          19

Stock issued for                                                         46,980
services             195,833       20                                                                        47,000
Sale of common stock                                                          -
                           -        -                                                                             -
 - private placement                                                     32,929
                      50,880        5                                                      -         -       32,934
Sale of preferred                                                             -
stock                      -        -                                                      -         -            -
 - private placement                                                     92,994
                           -        -  62,000     7                                        -         -       93,001
Conversion of                                                           770,523
debentures           2,055,28      205                                                      -         -      770,728
                           9
Purchase of common                                                            -
stock                      -        -                                                      -   (5,270)      (5,270)
Common stock                                                                  -
returned                   -        -                                                                             -
   and cancelled                                                       (45,000)
                     (3,000)        -                                                                      (45,000)
Escrow common stock                                                       (401)
subscribed           4,005,29      401                                                                             -
                           2
Accrued stock                                                                 -
compensation               -        -                                                      -         -            -
    Net Income                                                                -
(Loss)                     -        -       -     -                              (2,706,211)         -  (2,706,211)
Balance at December                                                   9,020,403
31, 2001,            27,883,7    2,789  62,000     7                              (5,108,783) (202,094)    3,712,322
                          13
     as previously
reported
Prior Period                                                                  -
Adjustment (see Note       -        -       -     -                                (975,000)         -    (975,000)
5)
Balance at December
31, 2001,
     as restated                                                      9,020,403
                    27,883,7    2,789  62,000     7                              (6,083,783) (202,094)    2,737,322
                          13
Issuance of stock in                                                    252,350
non-cash             1,133,58      113                                                      -         -      252,463
transactions               3
    Net Income                                                                -
(Loss)                     -        -       -     -                                  767,272         -      767,272
Balance at June 30,                 $             $            $      9,272,753            $         $            $
2002                 29,017,2    2,902  62,000     7                              (5,316,511) (202,094)    3,757,057
                          96


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


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.

   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 quarter ended June 30, 2002 is as follows:

   <table>
 <c>                  <c>        <c>           <c>         <c>
                      SurgiLigh  Centers     SurgiLight  Centers
                          t
                            Three Months             Six Months
                     Ended                  Ended
                                   June                  June 30,
                     30, 2002               2002
 Revenues              $616,037  $396,381                $ 781,669
                                            $1,664,331
 Cost of Goods Sold      22,639    69,814                  138,920
                                               133,459
 Advertising and         93,147     4,943                    5,505
 selling                                       128,229
 Professional fees       77,159    27,037                   54,278
                                               221,593
 Salaries and           196,368   100,163                  198,551
 Benefits                                      352,071
 Depreciation and        60,177    50,807                  100,521
 amort.                                        129,640
 Administrative and     129,135    62,847                  128,643
 other                                         263,478
 Interest Expense         4,383    11,428                   24,847
                                                11,448
 Gain on sale of              -         -                       -
 assets                                        212,455
 Net Income            $ 33,030   $ 69,342      $           $ 130,404
                                           636,868

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

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

Advertising and Selling - Expenses increased 208% to $98,090  for
the  2002  Quarter as compared to $31,820 for the  2001  Quarter.
For  the  2002 Period, expenses also increased 152%  to  $133,734
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 45% to $104,196  for  the
2002  Quarter as compared to $190,509 for the 2001 Quarter.   For
the  2002  Period,  professional expenses also decreased  21%  to
$275,872  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.

Salaries & Benefits - Expenses increased to $296,531 for the 2002
Quarter  as compared to $244,709 for the 2001 Quarter.   For  the
2002 Period, salaries and benefits also increased 31% to $550,872
from  $419,823 from the prior year.  The increase was due  to  an
overall increase in staffing levels.

Depreciation  and  Amortization  -  Expenses  decreased  22%   to
$110,984  for  the 2002 Quarter as compared to $141,736  for  the
2001 Quarter.  For the 2002 Period, depreciation and amortization
also decreased 18% to $230,161 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 $191,980 for the
2002  Quarter  as compared to $56,226 for the 2001 Quarter.   For
the  2002 Period, administrative and other expenses increased 64%
to  $392,270  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  Selling, General and Administrative - In summary, expenses
increased  to  $801,781  for  the 2002  Quarter  as  compared  to
$665,000  for  the  2001  Quarter.  For the  2002  Period,  total
expenses  also  increased 18% to $1,582,909 from $1,345,000  from
the prior year for the reasons stated above.

Interest Expense (Income) Net - Increased to $15,811 for the 2002
Quarter as compared to $7,000 for the 2001 Quarter.  For the 2002
Period,  net interest expense increased to $36,185 from  $(8,000)
from  the  prior  year.   This increase in net  interest  expense
results  from  additional laser purchases for  the  laser  center
business and borrowings on a $500,000 line of credit from Merrill
Lynch.

Net  Income (Loss) - was $102,372 or .00 cents per share for  the
2002  Quarter as compared to a net loss of $277,000 or  .01  cent
per  share during the 2001 Quarter.  For the 2002 Period, the net
income  was  $767,272 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   $1.9   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  $564,183  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, 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.


                 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:  August 14, 2002
                                  _/s/
                                 (Signature)*

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

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

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

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


_/s/
(Signature)*


_/s/
(Signature)*


_/s/
(Signature)*


_/s/
(Signature)*




        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:   December 2, 2002


        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:    December 2, 2002