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, 2005




Commission file number  0-24897

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

Florida
(State or other jurisdiction
of incorporation or organization)

35-1990562
(IRS Employer
Identification No.)

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, 2005 was 55,911,958





SURGILIGHT CORPORATION

QUARTER ENDED JUNE 30, 2005

INDEX

PART I - FINANCIAL INFORMATION

ITEM 1 - Condensed Financial Statements

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

Condensed Statements of Operations for the three and
six months ended June 30, 2005 and 2004 (unaudited).

Condensed Statements of Cash Flows for the three and
six months ended June 30, 2005 and 2004 (unaudited).

Condensed Statement of Shareholder's Equity (unaudited).

Notes to Unaudited Financial Statements.

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

ITEM 3 - Controls and Procedures.


PART II - OTHER INFORMATION

ITEM 1 - Legal Proceedings

ITEM 2 - Changes in Securities

ITEM 3 - Defaults upon Senior Securities

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

ITEM 5 - Other Information

ITEM 6 - Exhibits and Reports on Form 8-K




Part I.  FINANCIAL INFORMATION
ITEM 1.  Financial Statements
<table>
<Caption>
                                           SURGILIGHT, INC.
                                       CONDENSED BALANCE SHEETS

                                   ASSETS

                                             <c>            <c>
                                                   June 30,    December 31,
                                                     2005          2004
                                                 -----------    ------------
                                                 (unaudited)
Current assets:
    Cash                                         $  745,891     $    2,815
    Accounts receivable trade, less
     allowances for doubtful accounts of $0         292,575        158,846
    Inventories                                     360,000        360,000
    Prepaid data collection fees                    115,000        152,500
    Employee advances                               136,724        139,224
    Prepaid expenses                                 87,001         67,544
                                                  ---------     ----------
       Total current assets                       1,737,191        880,929

Property and equipment, net of accumulated
    depreciation Of $22,733 and $20,809              14,558         16,482

Other assets:
    Long-term inventories                         4,108,653      4,124,008
    Intangible assets, net of accumulated
     amortization of $360,843 and $355,845          105,037        110,035
    Prepaid data collection fees                    217,000        217,000
                                                 ----------     ----------
       Total assets                              $6,182,439     $5,348,454
                                                 ==========     ==========

                    LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable and accrued expenses-
     third parties                               $1,302,467     $1,546,892
    Accounts payable-related parties                968,602        978,768
    Customer deposits                               120,000        120,000
    Short-term debt                                 258,513        519,875
    Convertible debentures                           77,204         77,204
                                                 ----------     ----------
      Total current liabilities                   2,726,786      3,242,739

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

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

Commitments and Contingencies

Stockholders' equity:
    Preferred stock, $0.0001 par value;
     5,000,000 shares authorized; 47,000
     issued and outstanding                               6              6
    Common stock, $0.0001 par value;
     60,000,000 shares authorized; 55,911,958
     issued; 55,865,823 outstanding                   5,591          5,441
    Additional paid in capital                   11,511,958     11,467,108
    Treasury stock, 46,135 shares (at cost)        (202,095)      (202,095)
    Accumulated deficit                          (9,035,299)   (10,427,575)
                                                 ----------     ----------
      Total stockholders' equity                  2,280,161        842,885
                                                 ----------     ----------

      Total liabilities and stockholders'
       equity                                    $6,182,439     $5,348,454
                                                 ==========     ==========
See accompanying notes.
</table>

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

                             <c>         <c>         <c>         <c>
                                   Three Months Ended      Six Months Ended
                                   June 30,   June 30,   June 30,    June 30,
                                     2005       2004       2005        2004
                                  --------   --------    -------     -------
   Revenue:
      Sales of equipment        $  139,000  $  497,000  $  139,000  $1,477,000
      Licensing Fees                    -           -    1,900,000          -
      Other                        131,896      65,020     143,512      69,248
                                ----------  ----------  ----------  ----------
      Total Revenue                270,896     562,020   2,182,512   1,546,248
   Cost of Sales                    20,596     107,382      22,828     305,938
                                ----------  ----------  ----------  ----------
    Gross profit                   250,300     454,638   2,159,684   1,240,310

   Operating expenses:
      Salaries and benefits         84,323      96,317     153,567     211,657
      Advertising & marketing        4,866       2,612       4,866       5,444
      Administrative & other        66,508     107,417     112,818     242,992
      Professional fees            209,618     183,444     278,962     406,413
      Research and development      84,501      47,001     131,502      94,002
      Interest expense              39,075      43,375      78,772      89,895
      Depreciation                     962         978       1,924       1,956
      Amortization                   2,499       2,499       4,998       4,998
                                ----------  ----------  ----------  ----------
      Total operating expenses     492,352     483,643     767,409   1,057,357
                                ----------  ----------  ----------  ----------
   Income (loss) from operations  (242,052)    (29,005)  1,392,275     182,953
                                ----------  ----------  ----------  ----------
   Provision for (Benefit from)
     Corporate Tax
         Current                        -           -      473,374      54,601
         Deferred                       -           -     (473,374)    (54,601)
                                ----------  ----------  ----------  ----------
   Provision for income tax             -           -           -          -
                                ----------  ----------  ----------  ----------
      Net Income (loss)         $ (242,052) $  (29,005) $1,392,275  $  182,953
                                =========== =========== ==========  ==========

 Basic and diluted income
 (loss) per share: Income
 (loss) from continuing
  operations                       $(0.00)     $(0.00)      $0.03      $0.00
                                  --------    --------     -------    -------
        Net Income (loss           $(0.00)     $(0.00)      $0.03      $0.00
                                  ========    ========     =======    =======

Weighted average shares used
in calculating net income (loss)
per share - Basic              55,862,507   45,210,363  55,141,240  45,168,605

Weighted average shares used
in calculating net income (loss)
per share - Fully Diluted      55,862,507   45,210,363  55,141,240  45,168,605


See accompanying notes.
</table>

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

                                <c>        <c>          <c>        <c>
                                    Three Months Ended       Six Months Ended
                                    June 30,   June 30,     June 30,  June 30,
                                      2005      2004         2005       2004
                                    --------  --------     -------    -------

Cash flows from operating
activities:
  Net income (loss)                $(242,052) $  (29,005) $1,392,275  $ 182,953
  Adjustments to reconcile net
   (loss) income to net cash
   (used) generated in operating
   activities:
      Depreciation                       962         978       1,924      1,956
      Amortization                     2,499       2,499       4,998      4,998
 (Increase) decrease in assets
  and liabilities
      Receivables                    (48,729)   (446,930)   (133,729)  (846,930)
      Inventories                     15,355     100,000      15,355    280,001
      Prepaid data coll. fees         37,500          -       37,500    (25,000)
      Employee advances               10,000     (17,377)      2,500    (63,797)
      Prepaid expenses               (19,457)     12,362     (19,457)   ( 6,303)
      Accounts payable & accrued
        expenses-third parties      (153,715)    279,732    (244,425)   618,887
      Accounts payable-related
       parties                       (56,699)     45,347     (10,165)    97,013
      Customer Deposits                   -       10,000          -    (290,000)
      Stock issued for service        45,000      18,000      45,000     18,000
                                   ----------  ----------  ---------- ----------
      Net cash generated by (used
       in) operating activities     (409,336)    (42,394)  1,091,776   ( 46,222)
                                   ----------  ---------- ----------- ----------

Cash flows from investing
activities:
  Purchases of equipment                  -           -           -          -
                                   ----------  ---------- ----------- ----------
      Net cash used in
         investing activities             -           -           -          -
                                   ----------  ---------- ----------- ----------

Cash flows from financing
activities:
  Repayment of debt                 (266,700)         -     (348,700)        -
                                   ----------   --------- ----------- ----------
      Net cash provided by (used
        in) financing activities    (266,700)         -     (348,700)        -
                                   ----------  ---------- ----------- ----------
Net increase (decrease) in cash     (676,036)    (24,394)    743,076    (28,000)

Cash beginning of period           1,421,927      27,592       2,815     31,420
                                   ----------  ---------- ----------- ----------

Cash end of period                 $ 745,891   $   3,198  $  745,891  $   3,198
                                   ==========  ========== =========== ==========

See accompanying notes.
</table>

<table>
<caption>

                                        SURGILIGHT, INC.
                    CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)
                            For the Three Months Ended June 30, 2005

                           <c>        <c>   <c>       <c>      <c>
                                                                   Additional
                               Preferred Stock     Common Stock      Paid-In
                                Shares  Amount   Shares   Amount     Capital
                              --------- ------ ---------  -------  ----------
Balances at March 31, 2005      47,000    $6  54,411,958 $5,441  $11,467,108

Issuance of stock                   -      -   1,500,000    150       44,850

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

Balances at June 30, 2005       47,000    $6  55,911,958 $5,591  $11,511,958
                                ======    ==  ========== ======  ===========

See accompanying notes.
</table>


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

                           <c>         <c>         <c>
                                                         Total
                               Treasury      Accum.  Stockholders
                                 Stock      Deficit     Equity
                              --------    ---------- ------------
Balances at March 31, 2005    $(202,095) $(8,793,247) $2,477,213

Issuance of stock                    -            -       45,000

Net loss                             -      (242,052)   (242,052)
                              ---------- ------------ ----------

Balances at June 30, 2005     $(202,095) $(9,035,299) $2,280,161
                              ========== ============ ==========


See accompanying notes.
</table>







SURGILIGHT INC. AND SUBSIDIARIES

Notes to Condensed Financial Statements

1.  Business and Basis of Presentation

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

The accompanying unaudited condensed financial statements of
SurgiLight, Inc. have been prepared in accordance with generally
accepted accounting principles for interim financial information in
response to the requirements of Article 10 of Regulation S-X and the
instructions of Form 10-QSB.  Accordingly, they do not contain all
of the information and footnotes required by accounting principles
generally accepted in the United States of America.  Management
believes the accompanying unaudited condensed financial statements
reflect all adjustments (consisting only of normal recurring
adjustments) considered necessary for a fair presentation of the
Company's financial position and the results of its operations and
its cash flows for the interim periods presented.  These financial
statements should be read in conjunction with the audited financial
statements as of December 31, 2004 and 2003, including the notes
thereto, and the other information included in the Company's filing
on Form 10-KSB, which was filed with the Securities and Exchange
Commission, SEC, on May 2, 2005.  The following discussion may contain
forward looking statements which are subject to the risk factors set
forth in "Risks and Uncertainties" as stated in Item 2 of this filing.
Operating results for the interim periods presented are not
necessarily indicative of the operating results that may be expected
for the year ending December 31, 2005.

Acquisitions and Dispositions

In March 1999 we acquired all of the outstanding shares of AMLSI
(formerly known as Advanced Marketing Technology, Inc.), a Florida
corporation, by issuing shares of our common stock, which were to be
delivered, based on selected performance criteria.  Mr. Paul Miano,
the president of AMLSI, was appointed as Vice President of Cosmetic
Laser Centers and a Member of our Board of Directors.

Mr. Miano has filed litigation against us originally alleging a breach
of contract for our alleged failure to provide up to $1 million of
working capital (see note 3 - Legal Proceedings).  This dispute could
affect our ability to control AMLSI if found to have merit as Mr.
Miano claims, as a result of the dispute, that he owns 55% of AMLSI.
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, believe that AMLSI is a wholly owned
subsidiary and, accordingly have consolidated the accounts of AMLSI
in our previous financial statements.  There can be no guarantee we
will prevail on the dispute.  At December 31, 2002 Mr. Miano ceased
any business operations of AMLSI and transferred the existing assets
to a newly formed entity without our consent or knowledge.  To the
best of our knowledge, the remaining asset of AMLSI at that date was
as follows:  Cash - escrowed account, $264,477.  This cash was
subsequently paid to Merrill Lynch as a partial payment against our
line-of-credit obligation.  We are not aware of any liabilities for
which we are responsible.  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 have agreed in principle
to settle the matter by Miano paying the Company approximately
$212,500 over the next two years.  In return, SurgiLight will return
all AMLSI stock in its control to Miano and AMLSI.

The Board of Directors has determined that we should focus on
presbyopia as our core business product; therefore in March 2002
we signed a binding letter of intent to sell the remote international
laser center's assets and liabilities in China, Vietnam and Egypt.
The purchaser, Orlando-based Tao Enterprises, agreed to pay $332,000
for the assets, with up to an additional $50,000 to be based on clinic
revenues.  The Company's founder and former CEO J.T. Lin serves as
beneficial owner of Tao Enterprises.  At this date, Tao Enterprises
has defaulted on the installment payments due February 15, 2003 and
May 15, 2003 for $83,000 and $75,000, respectively.

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

Going Concern

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

2.  Commitments and Contingencies

Presby Corporation - On December 5, 2001, the Company entered into
a settlement agreement with Presby Corporation and RAS Holding
Corporation regarding Presby's patent infringement lawsuit.  The
parties have agreed to an entry of a decree that acknowledges the
 validity and enforceability of Presby's patent for the treatment
of Presbyopia.  The Company also agreed to make a one-time payment
to Presby.  In the opinion of management, the settlement will not
have a significant adverse effect on future operations of the
Company.  On January 31, 2002 the one-time payment was made in
accordance with the settlement agreement.

SEC Investigation - On April 11, 2002, we were named as a party
defendant in a civil lawsuit filed in United States District Court
for the Middle District of Florida by the United States Securities
and Exchange Commission against Dr. J.T. Lin and Jeanette Lin, his
wife, and Mr. Aaron Tsai, an unrelated party.  The suit alleges that
Dr. Lin and Mr. Tsai committed various acts of securities fraud in
1999 and early 2000, and seeks damages and injunctive relief against
them.  The suit also seeks an injunction against us.  We have
cooperated fully with the SEC in the course of the investigation
into the facts surrounding this matter and have taken the position
that these acts were taken by Dr. Lin and his wife in their personal
capacities and not as agents of the Company or within the scope of
their employment with the Company.  Dr. Lin, the founder and former
employee, has agreed to indemnify the Company against any
liabilities resulting from these actions.  On December 13, 2002,
a federal grand jury in the United States District Court found
Dr. Lin guilty on charges of securities fraud and money laundering
and sentenced him to a prison term of five years and ten months and
assessed damages amounting to $1,475,000.  On May 31, 2003 the SEC
presented the Company with an Asset Forfeiture Notice requiring
the transfer of all known assets of Dr. Lin, including all stock
certificates, to the United States Government.  Per the existing
Voting Trust Agreement, these shares will continue to be voted by
the outside directors of SurgiLight.

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

3.  Legal Proceedings

Paul Miano - Advanced Medical Laser Services, Inc. ("AMLSI") and
Paul Miano ("Miano") filed a lawsuit against us on September 26, 2001,
in Broward County, later moved to Orange County, alleging breach of
contract for our alleged failure to finance up to $1,000,000 of working
capital.

This dispute could affect our ability to control AMLSI if found to
have merit as Miano claims, as a result of the dispute, that he owns
55% of AMLSI.  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, believe that AMLSI is a wholly owned
subsidiary and, accordingly have consolidated the accounts of AMLSI in
our previous financial statements.  There can be no guarantee we will
prevail on the dispute.  At December 31, 2002 Mr. Miano ceased any
business operations of AMLSI and transferred the existing assets
to a newly formed entity without our consent or knowledge.  To the
best of our knowledge, the remaining asset of AMLSI at that date
was as follows:  Cash - escrowed account, $264,477.  This cash was
subsequently paid to Merrill Lynch as a partial payment against our
line-of-credit obligation.  We are not aware of any liabilities for
which we are responsible.  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 have agreed in principle
to settle the matter by Miano paying the Company approximately
$212,500 over the next two years.  In return, SurgiLight will return
all AMLSI stock in its control to Miano and AMLSI.

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 have
not yet had time to evaluate this claim.

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

4.  Stockholders' Equity

Stock Options - At June 30, 2005, the Company has two stock option
plans.  The Company accounts for the plans under the recognition
and measurement principles of APB Opinion No. 25, Accounting for
Stock Issued to Employees, and related interpretations.  No
stock-based employee compensation cost is reflected in net income,
as all options granted under the plan had an exercise price not less
than the market value of the underlying common stock on the date of
the grant.  The following table illustrates the effect on net income
and earnings per share if the Company had applied the fair value
recognition provisions of FASB Statement No. 123, Accounting for
Stock-Based Compensation, to stock-based employee compensation.

                                     Six Months Ended June 30
                                         2005          2004
                                      ----------   -----------
Net gain, as reported                 $1,429,775   $   182,953

Deduct: Total stock-based
compensationexpense determined
under fairvalue based method for
all awards,net of related tax
effects.                                    (525)        (417)

Net income (loss), pro forma          $ 1,429,250  $   182,536

Income (loss) per share:
   Basic and Diluted - as reported    $     0.026   $   0.004
   Basic and Diluted - pro forma      $     0.030   $   0.004


5.  Related Party Transactions

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

In November 2000, the Company entered into a consulting agreement
with Dr. Cozean.  Currently, the Company agreed to pay her as CEO
and a regulatory consultant at a rate of $13,500 per month and issue
her options each month for 3,500 shares at a 10% discount off of
fair market value in exchange for her services.

Sale of Excimer Laser Systems - In February 2002, the Company signed
an agreement with TAO Enterprises, an entity owned by Dr. J. T. Lin,
who is a significant shareholder and who was also an employee and
director of the Company, to sell to TAO all of the assets and
business of the Company's international laser surgery centers and
corresponding Excimer laser technologies.  This sale included the
assumption by TAO of the obligations under the FDA consent decree,
as those obligations relate solely to Excimer and UV laser
technologies for corneal shaping and not the Company's current
technology focus on Infrared lasers to treat Presbyopia.  TAO
agreed to pay $332,000 for the assets, with an additional $50,000
to be based on clinical fees.  At December 31, 2002, the Company
had written off as uncollectible the $158,000 remaining on the
agreement.

Directors' Loans and accounts payable and accrued expenses - The
Company's balance as of June 30, 2005 to CEO Colette Cozean is
$727,734 (which includes accrued interest of $83,067) and is
recorded in accounts payable.  The Company's balance as of
June 30, 2005 to CFO Stuart Michelson is $102,883 (which includes
accrued interest of $3,383) and is also recorded in accounts
payable.  The balances at December 31, 2004 for the CEO and
CFO were $725,234 and $86,283 respectively.  The Company's
balance as of June 30, 2005 to President/COO Timothy Shea is
$137,985 (which includes accrued expenses of $23,859 and accrued
salary of $114,126).  Current year payments to CEO Cozean and
President/COO Shea amounted to $97,500 and $78,750, respectively.

During October 2002, CEO Colette Cozean and CFO Stuart Michelson
each loaned the Company $20,000 which was used to fund a portion
of the closing costs on the Company's current debt refinancing.
In April 2003, CFO Michelson loaned an additional $6,000 to the
Company.  During 2004, Cozean and Michelson loaned additional funds
to the Company in the amounts of $9,200 and $5,000, respectively.
During the 1st quarter of 2005, Cozean loaned additional funds to
the Company in the amount of $33,000.  Repayments were subsequently
made to Cozean and Michelson in the amounts of $10,000 and $5,000,
respectively.  UCC forms were filed to secure these loans with the
Company's intangible assets as well as other unpaid fees due these
Directors.  Also during 2004, Louis P. Valente, a
director/shareholder lent the Company $10,000 to fund a portion of
legal services.

Royalties - For the years ended December 31, 2004 and 2003 and the
quarter ended June 30, 2005 for the 2005 year, royalties were
accrued for the benefit of J.T. Lin, a former employee and director
of the Company, in the amounts of $16,966, $13,319 and $3,091,
respectively.  Dr. Lin receives a royalty of 2.5% of the net
revenues generated over the life of the patents.

Except as described above, there are currently no proposed
transactions between the Company, its officers, directors,
shareholders, and affiliates.  Our Board of Directors has
adopted a policy regarding transactions between the Company and
any officer, director, or affiliate, including loan transactions,
requiring that all such transactions be approved by a majority
of the independent and disinterested members of the Board of
Directors and that all such transactions be for a bona fide
business purpose and be entered into on terms at least as
favorable to the Company as could be obtained from unaffiliated
independent third parties.

6.  Inventories

The components of inventories at June 30, 2005 and December
31, 2004 are summarized as follows:
                                June 30,      December 31,
                                  2005            2004
                               ----------     ------------
         Raw Materials         $1,650,704       $1,650,704
         Work in Progress         299,175          299,175
         Finished Goods         2,518,774        2,534,129
                               ----------       ----------
         Total Inventory       $4,468,653       $4,484,008
                               ==========       ==========

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

7.  Income Tax Provision

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

8.  Subsequent Event

Legal Proceedings - see Note 3.  During August 2005, the Company
and Miano have agreed in principle to settle the matter by Miano
paying the Company approximately $212,500 over the next two years.


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

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

Operating Highlights:

Revenues - Revenues from equipment sales for the quarter ended
June 30, 2005 (2005 Quarter) decreased 72% to $139,000 from $497,000
for the quarter ended June 30, 2004 (2004 Quarter) and decreased 91%
to $139,000 from $1,477,000 for the six-month period ending June 30,
2005 (2005 Period) compared to the six-month period ending June 30,
2004 (2004 Period).  The 2005 Quarter decrease in revenue is due to
decreased international sales of the OptiVision Laser.

Total revenues for the quarter ended June 30, 2005 (2005 Quarter)
decreased 52% to $270,896 from $562,020 from the quarter ended June
30, 2004 (2004 Quarter) but increased 41% to $2,182,512 from
$1,546,248 for the six-month period ending June 30, 2005 (2005
Period) compared to the six-month period ending June 30, 2004 (2004
Period) .  The 2005 Quarter decrease was due to decreased
international sales of the OptiVision Laser and the 2005 Period
increase was due to the Company granting a license to the Presbyopia
and related patents to Biolase, Inc. to allow Biolase to develop and
clinically test their own product prior to bringing it to market.
During the 2005 Period, Biolase had paid $1,800,000 of the $2,000,000
license fee.

Salaries & Benefits - Expenses decreased 12% to $84,323 for the 2005
Quarter as compared to $96,317 for the 2004 Quarter and decreased 27%
to $153,567 from $211,657 for the six-month period ending June 30, 2005
(2005 Period) compared to the six-month period ending June 30, 2004
(2004 Period).  The decreases were due to the reduction personnel
staffing.  The reductions were offset by an increase in commissions
due on revenue collections.

Advertising and Selling - Expenses increased 86% to $4,866 for the
2005 Quarter as compared to $2,612 for the 2004 Quarter and decreased
11% to $4,866 from $5,444 for the six-month period ending June 30,
2005 (2005 Period) compared to the six-month period ending June 30,
2004 (2004 Period).  It is anticipated that these expenses will
increase as the Company attends tradeshows and revises its trade
literature to reflect results from the increased clinical activity
as revenue collections begin to recover, thus allowing more funding
for these expenses.

Administrative and Other - Expenses decreased 38% to $66,508 for the
2005 Quarter as compared to $107,417 for the 2004 Quarter and
decreased 54% to $112,818 from $242,992 for the six-month period
ending June 30, 2005 (2005 Period) compared to the six-month period
ending June 30, 2004 (2004 Period).  The decreases were due to the
lower level of activity in accounts such as freight and supplies
and the expiration at June 30, 2004 of the Plantation Laser Center
rent expense.

Professional Fees - Expenses increased 14% to $209,618 for the 2005
Quarter as compared to $183,444 for the 2004 Quarter and decreased
31% to $278,962 from $406,413 for the six-month period ending June
30, 2005 (2005 Period) compared to the six-month period ending
June 30, 2004 (2004 Period).  These overall 2005 Period decrease
is attributed to a lower level of legal services associated with
FDA regulatory matters, patent legal billings, and international
patent filing fees.

Research and development - Expenses increased 80% to $84,501 for
the 2005 Quarter as compared to $47,001 for the 2004 Quarter and
increased 40% to $131,502 from $94,002 for the six-month period
ending June 30, 2005 (2005 Period) compared to the six-month
period ending June 30, 2004 (2004 Period).  These overall
increases are attributed to the amortization of prepaid data
collection as the clinical procedures are performed.
Allocations for payroll and consultant expenses have remained
unchanged over these periods.

Interest Expense - Interest expense decreased 10% to $39,075 for
the 2005 Quarter as compared to $43,375 for the 2004 Quarter and
decreased 12% to $78,772 from $89,895 for the six-month period
ending June 30, 2005 (2005 Period) compared to the six-month
period ending June 30, 2004 (2004 Period).  The decreases were
due to the principal settlements and progress payments made on
the Company's debt obligations.

Depreciation and Amortization - Expenses decreased to $3,461
for the 2005 Quarter as compared to $3,477 for the 2004 Quarter
and decreased to $6,922 from $6,954 for the six-month period
ending June 30, 2005 (2005 Period) compared to the six-month
period ending June 30, 2004 (2004 Period).  The Company has
placed no depreciable or amortizable assets in service over
these periods.

Total Operating Expenses - In summary, expenses increased 2%
to $492,352 for the 2005 Quarter as compared to $483,643 for
the 2005 Quarter and decreased 27% to $767,409 from
$1,057,357 for the six-month period ending June 30, 2005
(2005 Period) compared to the six-month period ending June
30, 2004 (2004 Period).  The Company has controlled its
administrative, marketing, and payroll expenses while
continuing to fund legal expenses for operational,
regulatory and patent matters.

Net Income (Loss) from Continuing Operations - The net loss
from continuing operations for the 2005 Quarter was $(242,052)
or (0.00) cents per share as compared to a net loss of $(29,005)
 or (0.00) cents per share for the 2004 Quarter.  The
unfavorable variance is a direct result of the decrease in
international sales that was partially offset by an overall
reduction in operating expenses.

Liquidity and Capital Resources

As of June 30, 2005, the Company had a bank balance of $745,891
and a working capital deficit of $(989,595) as compared to a
cash balance of $2,815 and a working capital deficit of
$(2,361,810) at December 31, 2004.  While possessing significant
cash reserves at June 30, 2005, the Company remains constrained
by a lower level of international sales than was forecasted.

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 stablishment of the marketing
and sales organizations and other relationships, acquisitions
or divestitures, which may either involve cash infusions or
require additional cash.  There is no guarantee that without
additional revenue or financing, the Company will be able to
meet its future working capital needs.

The Company has liquidity problems which compromises its ability
to pay principal and interest on debt and other current operating
expenses in a timely manner.  The Company is seeking additional
sources of financing, which may include short-term debt, long-term
debt or equity.There is no assurance that the Company will be
successful in raising additional capital.  During February 2005,
the Company generated $1,800,000 in funds from the $2 million
license agreement completed with Biolase.  The Company is also
continuing to negotiate with many of its vendors to settle those
liabilities with lower payments.

The Company is continuing to seek additional funding with a
number of lenders.  However, there is no guarantee that any
financing will be received.  The Company's ability to meet its
working capital needs will be dependent on the ability to sign
additional distribution and licensing arrangements, achieve a
positive cash flow from operations, achieve and sustain
profitable operations, and obtain additional debt and/or equity
capital.


RISK FACTORS

Lack Of Liquidity

Our ability to meet our working capital needs will be dependent
on the ability to sign additional distribution and licensing
arrangements, achieve a positive cash flow from operations,
achieve sustainable profitable operations, and acquire additional
capital.  While we have produced several quarters of positive cash
flow, the cash generated has been used to repay portions of our
substantial indebtedness (see Substantial Indebtedness) leaving
few funds available to expand our clinical trials or sales and
marketing efforts.

If we are unable to obtain additional funds from other financings
we may have to significantly curtail the scope of our operations
and alter our business model.  We are seeking additional sources
of financing, which may include short-term debt, long-term debt or
equity.  However there is no assurance that we will be successful
in raising additional capital.  If additional financing is not
available when required or is not available on acceptable terms,
then we may be unable to continue our operations at current levels
or at all.

Failure to raise additional financing or achieve and maintain
profitable operations may result in the inability to successfully
promote our brand name, develop or enhance the medical eye laser
technology or other services, take advantage of business
opportunities or respond to competitive pressures, any of
which could have a material adverse effect on our financial
condition and results of operations or existence as a going
concern.

Substantial Indebtedness

We have a substantial amount of indebtedness.  As of June 30, 2005
the total indebtedness was $3,902,278 (including accounts payable
and accrued expenses of $2,271,069, convertible debentures of
$77,204, and notes payable comprised of $88,200 in loans from
shareholders, $257,651 in payments for legal services, customers
deposits of $120,000 and the $1,088,154 remaining from the GEM
convertible debenture conversion).  The GEM note payable will be
satisfied with an equity issuance when the Board of Directors
and shareholders authorize additional common stock.

As a result of the level of debt and the terms of the debt
instruments, our vulnerability to adverse general economic
conditions is heightened.  It is possible that we will be
required to dedicate a substantial portion of both short-term
and long-term cash flow from operations to repayment of debt,
limiting the availability of cash for other purposes.  We will
continue to be limited by financial and other restrictive
covenants in the ability to borrow additional funds, consummate
bulk asset sales, enter into transactions with affiliates or
conduct mergers and acquisitions; affecting our flexibility
in planning for, or reacting to, changes in the business and
industry.

Our ability to pay principal and interest on the indebtedness
and to satisfy the other debt obligations will depend upon the
future operating performance, which will be affected by prevailing
economic conditions and financial, business and other factors, some
of which are beyond our control, as well as the availability to
obtain additional sources of capital.  If we are unable to service
the indebtedness, we will be forced to take actions such as reducing
or delaying capital expenditures, selling assets, restructuring or
refinancing our indebtedness, or seeking additional equity capital.
There is no assurance that we can affect any of these remedies on
satisfactory terms.

Dilution

The issuance of shares upon conversion of the Debentures will
cause significant dilution to our stockholders and may have an
adverse impact on the market price of our common stock.

The resale by GEM or Knobbe, Marten, Olsen & Bear, L.L.P,
(the "Investors") of the common stock acquired from conversion
of the Debentures will increase the number of our publicly traded
shares, which could depress the market price of our Company's
common stock.  However, Knobbe, Marten, Olsen & Bear, L.L.P. is
limited as to the amount of shares it may sell to not more than
fifteen percent (15%) of our common stock's previous days trading
volume.  GEM is limited as to the amount of shares it may sell on
any single day to not more than the greater of (i) ten percent
(10%) of that current trading day's trading volume, or (ii) seven
and one half percent (7.5%) of the average trading volume for the
prior fifteen (15) trading days.  If the Investors choose to
purchase our common stock at a time when the stock price is low,
our existing common stockholders will experience substantial
dilution.  The issuance of shares to the Investors may therefore
dilute the equity interest of existing stockholders and could
have an adverse effect on the market price of the common stock.

The perceived risk of dilution may cause our stockholders to sell
their shares, which would contribute to a downward movement in the
price of our common stock.  Moreover, the perceived risk of dilution
and the resulting downward pressure on our stock price could
encourage any investor to engage in short sales of our common
stock.  By increasing the number of shares offered for sale, material
amounts of short selling could further contribute to progressive
price declines in our common stock.

The issuance of further shares upon conversion of the indebtedness
represented by the Debentures will dilute our common stock and may
lower the price of our common stock.  Potential dilution could
also originate from stock options offered to members of the Board
of Directors, employees, other convertible debentures, or warrants
issued to the existing Investors.

As of June 30, 2005, approximately 55,911,958 shares of common stock,
2,937,616 stock options, and 3,572,222 warrants were outstanding.
Furthermore, we may issue additional options for up to an additional
1.8 million shares of common stock pursuant to the 2002 Stock Option
Plan, and we can also issue additional warrants and grant additional
stock options to our employees, officers, directors and consultants,
all of which may further dilute our net tangible book value per
share.

Our Common Stock Has Experienced In The Past, And Is Expected To
Experience In The Future, Significant Price And Volume Volatility,
Which Substantially Increases The Risk Of Loss To Persons Owning the
Common Stock.

Because of the limited trading market for our common stock, and
because of the possible price volatility, investors may not be able
to sell our shares of common stock when they desire to do so.
Through the twelve months ended December 31, 2004, our stock price
ranged from a high of $0.23 to a low of $0.02 per share.  The
inability to sell shares in a rapidly declining market may
substantially increase the risk of loss because of such illiquidity
and because the price for our common stock may suffer greater
declines because of its price volatility.

We Have Not Sustained Profitable Operations Over An Extended
Period To Date

Investors might not receive a return on their investment.  There
is no assurance that a shareholder will realize a return on his
investment or that he will not lose his entire investment.  We
have not achieved profitable operations over an extended period
of time.  We cannot be certain that we will be able to regain or
sustain profitability or positive operating cash flow.

Patent Infringement Allegations May Impair Our Ability To
Manufacture And Market Its Products

There are a number of U.S. and foreign patents covering methods
and the apparatus for performing corneal surgery that we do not
own or have the right to use.  We do not believe that we are
infringing any of these patents although we have received letters
from Presby Corp. and Photo Medix informing us of potential
infringement.  If we were found to infringe a patent in a
particular market, both our customers and we may be enjoined
from making, using and selling that product in the market and
be liable for damages for any past infringement of such rights.
In order to continue using such rights, we would be required to
obtain a license, which may require us to make royalty, per
procedure or other fee payments.  We cannot be certain if we
or our customers will be successful in securing licenses, or
that if we obtain licenses, such licenses will be on acceptable
terms.  Alternatively, we might be required to redesign the
infringing aspects of these products.  Any redesign efforts
that we undertake could be expensive and might require
regulatory review.  Furthermore, the redesign efforts could
delay the reintroduction of these products into certain markets,
or may be so significant as to be impractical.  If redesign
effort were to prove impractical, we could be prevented from
manufacturing and selling the infringing products, which would
have a material adverse effect on our business, financial
condition and results of operations.

If We Are Unable To Protect Our Patents And Proprietary
Technology We May Not Be Able To Compete Effectively

Our success will depend in part on our ability to obtain patent
protection for products and processes, to preserve our trade secrets
and to operate without infringing the proprietary rights of third
parties.  While we hold a number of U.S. and foreign patents and
have other patent applications pending in the United States and
foreign countries, we cannot be assured that any additional patents
will be issued, that the scope of any patent protection will
exclude competitors or that any of our patents will be held valid
if subsequently challenged.  Further, other companies may
independently develop similar products, duplicate our products or
design products that circumvent our patents.  We are aware of
certain patents which, along with other patents that may exist
or be granted in the future, could restrict our right to market
some of our technologies without a license, including, among
others, patents relating to the Company's lens emulsification
product, presbyopia product and ophthalmic probes for the Er:YAG
laser.  We also rely upon unpatented trade secrets, and we cannot
assure investors that others will not independently develop or
otherwise acquire substantially equivalent trade secrets.

Our founder, J.T. Lin, Ph.D., has continued to file patent
applications for Presbyopia that are assigned by agreement to
the Company.  However, he refuses to sign required prosecution
documents, claims ownership of certain of these patents and
consequently, in some cases, these patents are being abandoned.
These abandonments can negatively impact the strength of the
Company's patent position unless the Company can get said
patents reinstated once the required documents have been
executed by Dr. Lin.  Dr. Lin claims that he failed to sign the
documentation due to SurgiLight's failure to pay his royalties,
but, in fact, he began these actions immediately upon completion
of his Assignment Agreement with the Company.

Our Business Is Subject To Governmental Regulation Which Imposes
Significant Costs And If Not Complied With Could Lead To The
Assessment Of Penalties; Certain Regulatory Decisions May
Restrict Or Delay Our Ability To Manufacture And Market Our
Products

Our products are regulated as medical devices by the FDA.  As
such, these devices require either Section 510(k) premarket
clearance or approval of a premarket approval application
by the FDA prior to commercialization.  Satisfaction of
regulatory requirements is expensive and may take several
years to complete.  We cannot assure investors that further
clinical trials of our medical products or of any future
products will be successfully completed or, if they are completed,
that any requisite FDA or foreign governmental approvals will be
obtained.  FDA or other governmental approvals of products we
may develop in the future may require substantial filing fees
which could limit the number of applications we seek and may
entail limitations on the indicated uses for which our products
may be marketed.  In addition, approved or cleared products may
be subject to additional testing and surveillance programs
required by the FDA and other regulatory agencies, and product
approvals and clearances could be withdrawn for failure to
comply with regulatory standards or by the occurrence of
unforeseen problems following initial marketing.  Also, we
have made modifications to some of the Company's existing
products which we do not believe require the submission
of a new 510(k) notification to the FDA.  However, we
cannot assure the FDA would agree with our determination.
If the FDA did not agree with our determination, they
could require us to cease marketing one or more of the modified
devices until the devices have been cleared.  We are also
required to adhere to a wide variety of other regulations
governing the operation of our business.  Noncompliance with
state, local, federal or foreign requirements can result in
serious penalties that could harm our business.

Our ophthalmic laser, OptiVision, is approved by the FDA to
be marketed for certain ophthalmic applications.  The presbyopia
indication is currently being tested in clinical trials outside
the United States, and the Company has applied for an
Investigational Device Exemption to test it in the United States,
which has been approved on a conditional and limited basis.  We
have a significant inventory of ophthalmic laser systems, which
were acquired from Premier Laser Systems, Inc.  In order to
manufacture laser systems or repair laser systems, we will
need to become registered as a manufacturer with the FDA and
abide by Good Manufacturing Practices (GMP).  These regulations
impose certain procedural and documentation requirements with
respect to our manufacturing, research and development and
quality assurance activities.  Our facilities will be subject
to inspections by the FDA and other regulatory agencies, and
if any material noncompliance with GMP guidelines is noted,
the marketing of all laser products may be adversely affected.
During January  2004, the Company was involved in an inspection
and received a "Form 483" notice and Warning Letter resulting in
its inability to ship products to certain countries throughout the
world.  The Company and its clinical investigators were involved
in numerous inspections in 2003 and January 2004, which resulted
in additional Form 483s and Warning Letters, some of which have
since been resolved.

A Successful Product Liability Claim Asserted Against Us Due
To A Defect In One Of Our Products In Excess Of Our Insurance
Coverage Would Harm Our Business

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

SEC Investigation

On April 11, 2002, we were named as a party defendant in a
civil lawsuit filed in United States District Court for the
Middle District of Florida by the United States Securities and
Exchange Commission against Dr. J.T. Lin and Jeanette Lin, his
wife, and Mr. Aaron Tsai, an unrelated party.  The suit alleges
that Dr. Lin and Mr. Tsai committed various acts of securities
fraud in 1999 and early 2000, and seeks damages and injunctive
relief against them.  The suit also seeks an injunction against
us.  We have cooperated fully with the SEC in the course of the
investigation into the facts surrounding this matter and have
taken the position that these acts were taken by Dr. Lin and his
wife in their personal capacities and not as agents of the Company
or within the scope of their employment with the Company.  We
intend to defend vigorously any attempt to secure an injunction
against the Company.  Dr. Lin, the founder and former employee,
has agreed to indemnify the Company against any liabilities
resulting from these actions.  On December 13, 2002, a federal
grand jury in the United States District Court found Dr. Lin
guilty on charges of securities fraud and money laundering and
sentenced him to a prison term of five years and ten months and
assessed damages amounting to $1,475,000.  Subsequently, the
SEC notified SurgiLight that Dr. Lin's conviction would cover
all of the shareholder losses except $106,354.  This amount would
need to be obtained from the other defendant's including
SurgiLight.  During 2003, while SurgiLight was in discussions
with the SEC on the terms of a settlement and seeking relief from
these damages, it had recorded this amount as potential monies
owed.  During December 2004, SurgiLight entered into a
settlement agreement with the SEC forgiving that liability
in full and thus has removed the $106,354 obligation from
its financial statements at December 31, 2004.

On May 31, 2003 the SEC presented the Company with an
Asset Forfeiture Notice requiring the transfer of all
known assets of Dr. Lin, including all stock certificates,
to the United States Government.  Per the existing Voting
Trust Agreement, these shares will continue to be voted by
the outside directors of SurgiLight.

We Face Competition In Certain Markets

Our ophthalmic laser is cleared for certain applications and
in clinical trials for other applications.  Currently, the
only FDA-approved technique to correct presbyopia is monovision,
wherein the patient has one eye corrected for near vision and
one eye for far vision.  Multifocal implantable lenses and other
surgical techniques are currently undergoing clinical trials.
There is no assurance that any of these techniques or products
will receive FDA approval.  Once approval is obtained, we cannot
be certain that we will be able to compete successfully against
current and future competitors.  Many of our competitors have
existing products and distribution systems in the marketplace
and are substantially larger, better financed, and better known.

If We Cannot Adapt To Technological Advances, Our Products
May Become Technologically Obsolete And Our Product Sales
Could Significantly Decline

The markets in which our medical products compete are subject
to rapid technological change as well as the potential
development of alternative surgical techniques or new
pharmaceutical products.  These changes could render our
products uncompetitive or obsolete.  We will be required to
invest in research and development to attempt to maintain
and enhance our existing products and develop new products.
We do not know if our research and development efforts will
result in the introduction of new products or product
improvements.

However, at the present time, our inventory consists primarily
of the lasers and other equipment purchased from Premier.  It
is our belief that both the book value transferred and the
current market value of the inventory has not undergone
obsolescence as the inventory continues to meet the criteria
established to perform the surgical routines that comprise
our business focus and market.  However, we only have
enough inventory on hand to sustain operations for an
estimated two to six 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, 2005 that materially
affected, or are reasonably likely to materially affect, our
internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Paul Miano - Advanced Medical Laser Services, Inc. ("AMLSI") and
Paul Miano ("Miano") filed a lawsuit against us on September
26, 2001, in Broward County, later moved to Orange County,
alleging breach of contract for our alleged failure
to finance up to $1,000,000 of working capital.

This dispute could affect our ability to control AMLSI
if found to have merit as Mr. Miano claims, as a result
of the dispute, that he owns 55% of AMLSI.  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, believe that AMLSI
is a wholly owned subsidiary and, accordingly have consolidated
the accounts of AMLSI in our previous financial statements.
There can be no guarantee we will prevail on the dispute.  At
December 31, 2002 Mr. Miano ceased any business operations of
AMLSI and transferred the existing assets to a newly formed
entity without our consent or knowledge.  To the best of our
knowledge, the remaining asset of AMLSI at that date was as
follows:  Cash - escrowed account, $264,477.  This cash was
subsequently paid to Merrill Lynch as a partial payment
against our line-of-credit obligation.  We are not aware of
any liabilities for which we are responsible.  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 have agreed in
principle to settle the matter by Miano paying the Company
approximately $212,500 over the next two years.  In return,
SurgiLight will return all AMLSI stock in its control to Miano
and AMLSI.

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, a predecessor to SurgiLight.  The
Company and its counsel have not yet had time to evaluate
this claim.

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

The Company and its counsel believe there are no other material
litigation cases against it.

Item 2. Changes in Securities

As of June 30, 2005, approximately 55,911,958 shares of common
stock, 2,937,616 stock options, and 3,572,222 warrants were
outstanding, and, as far as we can determine, were held of
record by approximately 1,700 persons, including significant
amounts of stock held in street name.

Item 3. Defaults Upon Senior Securities

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.

On July 2, 2003, Merrill Lynch secured a judgment as a
result of the default on the $500,000 line-of-credit.  Subsequent
to that, the Company has released its rights to Merrill Lynch
of the $264,477 of escrowed cash that has been subject of
the ongoing dispute between the Company and AMLSI.  During
September 2003, Merrill Lynch also received $20,750 from the
final proceeds of the Plantation asset sale.  On July 1, 2004
the U.S. FDA returned $116,337 of previously deposited funds
to the Company.  The funds were sent directly to Merrill Lynch
and were applied to the Company's outstanding debt balance.
During February 2005, when the remaining liability due
Merrill Lynch was approximately $142,000, the debt was
fully settled for a one-time cash payment of $100,000.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K.
(a)	Exhibits

None.

(b)	Reports

None.


SIGNATURES

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

Date: August 22, 2005
/s/ Timothy J. Shea
Timothy J. Shea, President, Chief Operating Officer, Secretary


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


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


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


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


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


/s/ Edward Tobin
Edward Tobin, 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-Q
for the quarterly period ended June 30, 2005 fully complies with
the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that information contained in such Quarterly
Report fairly presents in all material respects the financial condition
and results of operations of SurgiLight, Incorporated.

/s/ Colette Cozean
Colette Cozean
Chief Executive Officer
August 22, 2005


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

/s/ Stuart Michelson
Stuart Michelson
Chief Financial Officer
August 22, 2005



CERTIFICATION

I, Colette Cozean, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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
Chief Executive Officer
August 22, 2005


CERTIFICATION

I, Stuart Michelson, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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
Chief Financial Officer
August 22, 2005