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 March 31, 2006




Commission file number  0-24897

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

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

2100 Alafaya Trail, Suite 600, Orlando, FL 32826
(Address of principal executive offices)

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

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


Number of shares outstanding of common equity, as of
May 18, 2006 was 55,721,808





SURGILIGHT CORPORATION

QUARTER ENDED MARCH 31, 2006

INDEX


PART I - FINANCIAL INFORMATION

ITEM 1 - Condensed Financial Statements

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

Condensed Statements of Operations for the three-months ended
March 31, 2006 and 2005 (unaudited).

Condensed Statements of Cash Flows for the three-months ended
March 31, 2006 and 2005 (unaudited).

Condensed Statement of Stockholders' Equity (unaudited).

Notes to Unaudited Financial Statements.

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

ITEM 3 - Controls and Procedures.

PART II - OTHER INFORMATION

ITEM 1 - Legal Proceedings

ITEM 2 - Changes in Securities

ITEM 3 - Defaults upon Senior Securities

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

ITEM 5 - Other Information

ITEM 6 - Exhibits and Reports on Form 8-K







Part I.  FINANCIAL INFORMATION
ITEM 1.  Financial Statements

                          SURGILIGHT, INC.
                    BALANCE SHEETS (Unaudited)

                              ASSETS
                                                    March 31,   December 31,
                                                      2006         2005
                                                     ------       ------
Current assets:
   Cash                                           $   49,073     $   89,551
   Accounts receivable                                31,323        197,195
   Inventories (note 6)                              360,000        360,000
   Prepaid data collection fees                      119,000        119,000
   Other current assets                              229,162        233,211
                                                   ---------     ----------
      Total current assets                           788,558        998,957

Property and equipment, net of accumulated
 depreciation of $26,992 and $25,375                  26,779         28,396

Other assets:
   Inventories (note 6)                            4,108,653      4,108,653
   Intangible assets, net of accumulated
    amortization of $368,340 and $365,841             97,540        100,039
   Prepaid data collection fees                       39,000         39,000
                                                  ----------     ----------
      Total assets                                $5,060,530     $5,275,045
                                                  ==========     ==========

                 LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable and accrued expenses          $1,555,335     $1,475,202
   Accounts payable and accrued expenses
    - related party                                1,023,632      1,008,770
   Customer deposits                                 120,000        120,000
   Short-term debt                                 1,359,129      1,394,129
   Convertible debentures                             77,204         77,204
                                                  ----------     ----------
     Total current liabilities                     4,135,300      4,075,305

Commitments and Contingencies                             -              -

Stockholders' equity:
   Preferred stock, $0.0001 par value;
    5,000,000 shares authorized; 47,000 issued
    and outstanding                                         6              6
   Common stock, $0.0001 par value; 60,000,000
    shares authorized; 55,721,808 and
    54,411,958 issued; 55,485,523 and 54,326,823
    outstanding                                          5,591          5,591
   Additional paid in capital                       11,532,293     11,511,958
   Treasury stock, 236,285 shares (at cost)           (206,095)      (206,095)
   Accumulated deficit                             (10,406,565)   (10,111,720)
                                                    ----------     ----------
     Total stockholders' equity                        925,230      1,199,740
                                                    ----------     ----------
     Total liabilities and stockholders' equity     $5,060,530     $5,275,045
                                                    ==========     ==========
See accompanying notes.



                      SURGILIGHT, INC.
          CONDENSED STATEMENTS OF OPERATIONS (Unaudited)

                                               Three Months Ended
                                             March 31,     March 31,
                                               2006          2005
                                           -----------   -----------
Revenue:
   Licensing fees                          $        -    $ 1,900,000
                                           -----------   -----------
    Total Revenue                                   -      1,900,000
Cost of Sales                                    3,568         2,233
                                           -----------   -----------
    Gross profit                                (3,568)    1,897,767

Operating expenses:
   Salaries and benefits                       104,456        69,244
   Administrative and other                     81,793        46,309
   Professional fees                           139,834        69,344
   Research and development                     47,001        47,001
   Depreciation & amortization                   4,116         3,461
                                            -----------   -----------
    Total operating expenses                   377,200       235,359
                                            -----------   -----------
Income (loss) from operations                 (380,768)    1,662,408

Other income and (expenses) (note 15):
   Vendor settlements                               -         11,256
   Litigation settlement                       125,000            -
   Other income                                     -            360
   Interest expense                            (39,077)      (39,697)
                                            -----------   -----------
    Total other income, net                     85,923       (28,081)
                                            -----------   -----------
Income (loss) before income taxex             (294,845)    1,634,327

Provision for (Benefit from)
   Corporate Tax
      Current                                       -        639,184
      Deferred                                      -       (639,184)
                                            -----------   -----------
Provision for income tax                            -             -
                                            -----------   -----------
     Net Income (Loss)                      $  (294,845)  $ 1,634,327
                                            ===========   ===========

     Basic and diluted income (loss)
        per share:
      Income (loss) from operations            $(0.01)      $ 0.03
                                               -------      -------
      Net income (loss) per share -
      Basic and diluted                        $(0.01)      $ 0.03
                                               =======      =======

     Weighted average shares used in
      calculating net income (loss)
      per share - Basic and diluted          55,721,808    54,411,958
                                             ==========    ==========
See accompanying notes.



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

                                               Three Months Ended
                                               March 31,   March 31,
                                                 2006       2005
                                              ----------  ----------

Cash flows from operating activities:
  Net income (loss)                        $  (294,845)   $1,634,327
  Adjustments to reconcile net income
   (loss) to net cash used provided by
   (used in) operating activities:
      Depreciation                               1,617           962
      Amortization                               2,499         2,499
      Share-based compensation expense          20,335            -
 (Increase) decrease in assets and
   liabilities
      Receivables                              165,872       (85,000)
      Employee advances                         (8,048)       (7,500)
      Prepaid expenses                          12,098            -
      Accounts payable & accrued expenses
       - third parties                          80,132      (160,746)
      Accounts payable - related parties        14,862       116,570
                                            -----------   -----------
      Net cash provided by (used in)
         operating activities                   (5,478)    1,501,112
                                            -----------   -----------

Cash flows from financing activities:
  Repayment of debt                            (35,000)     (115,000)
  Proceeds from shareholder loans                   -         33,000
                                            -----------   -----------
      Net cash (used in)
        financing activities                   (35,000)      (82,000)
                                            -----------   -----------
Net increase (decrease) in cash                (40,478)    1,419,112

Cash beginning of period                        89,551         2,815
                                            -----------   -----------

Cash end of period                           $   49,073    $1,421,927
                                            ===========   ===========

Supplemental disclosure:

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

See accompanying notes.



                              SURGILIGHT, INC.
           CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)
                   For the Three Months Ended March 31, 2006


                                                                Additional
                            Preferred Stock     Common Stock      Paid-In
                             Shares  Amount   Shares   Amount     Capital
                           --------- ------ ---------  -------  ----------
Balances at
   December 31, 2005         47,000    $6  55,721,808 $5,591  $11,511,958

Share-based compensation         -      -          -      -        20,335

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

Balances at
   March 31, 2006            47,000    $6  55,721,808 $5,591  $11,532,293
                             ======    ==  ========== ======  ===========



                            SURGILIGHT, INC.
          CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)
                  For the Three Months Ended March 31, 2006


                                                         Total
                                  Treasury     Accum.  Stockholders
                                    Stock     Deficit     Equity
                                 ----------  --------- ------------
Balances at
   December 31, 2005            $(206,095)$(10,111,720)$ 1,199,740

Share-based compensation               -            -       20,335

Net loss                               -      (294,845)   (294,845)
                                ---------- ------------ ----------

Balances at
   March 31, 2006               $(206,095)$(10,406,565) $  925,230
                                ========== ============ ==========

See accompanying notes.





SURGILIGHT INC. AND SUBSIDIARIES

NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE 1.  BUSINESS AND BASIS OF PRESENTATION

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

The accompanying unaudited condensed financial statements of SurgiLight,
Inc. have been prepared in accordance with generally accepted accounting
principles for interim financial information in response to the
requirements of Article 10 of Regulation S-X and the instructions of Form
10-QSB.  Accordingly, they do not contain all of the information and
footnotes required by accounting principles generally accepted in the
United States of America.  Management believes the accompanying unaudited
condensed financial statements reflect all adjustments (consisting only
of normal recurring adjustments) considered necessary for a fair
presentation of the Company's financial position and the results of its
operations and its cash flows for the interim periods presented.  These
financial statements should be read in conjunction with the audited
financial statements as of December 31, 2005 and 2004, including the
notes thereto, and the other information included in the Company's filing
on Form 10-KSB, which was filed with the Securities and Exchange
Commission, SEC, on April 14, 2006.  The following discussion may contain
forward looking statements which are subject to the risk factors set
forth in "Risks and Uncertainties" as stated in Item 2 of this filing.
Operating results for the interim periods presented are not necessarily
indicative of the operating results that may be expected for the year
ending December 31, 2006.

Acquisitions and Dispositions

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

Mr. Miano had filed litigation against us originally alleging a breach of
contract for our alleged failure to provide up to $1 million of working
capital (see note 3 - Legal Proceedings).  In addition, Mr. Miano has
claimed that J.T. Lin, the founder, fraudulently induced him into signing
the first contract.  We, based on advice of legal counsel, believed that
AMLSI was a wholly owned subsidiary and, accordingly had consolidated the
accounts of AMLSI in our previous financial statements.  At December 31,
2002 Mr. Miano ceased any business operations of AMLSI and transferred
the existing assets to a newly formed entity without our consent or
knowledge.  In January 2004, we filed suit seeking recovery of the value
of the assets transferred plus additional statutory damages.  In February
2004, Miano revised his claims and added certain officers and directors
of SurgiLight to the litigation.  During August 2005, the Company and
Miano agreed to settle the matter by Miano paying the Company
approximately $212,500 over the next two years.  The Company has recorded
revenue of $100,000 in the quarterly financial statements ending
September 30, 2005 from the receipt of Miano's first of three annual
settlement payments.  During February 2006, Miano exercised his option to
pay the remaining balance of $125,000 at a discounted amount of $112,500,
which the Company has recorded as revenue at that date.  As part of the
settlement, the Company purchased back from Miano 190,150 of its common
shares, which have been recorded as treasury stock at December 31, 2005.

Going Concern

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern.  As discussed in Note 1 to the
financial statements in the 10-KSB filed for the period ended December
31, 2005, the Company has incurred losses from operations, negative cash
flows from operating activities and has a working capital deficit.  These
matters, among other things, raise substantial doubt about the Company's
ability to continue as a going concern.  Management's plans related to
these matters are also discussed in that related Note 1.  These financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.

NOTE 2.  COMMITMENTS AND CONTINGENCIES

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

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

NOTE 3.  RECENT ACCOUNTING PRONOUNCEMENTS

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

NOTE 4.  LEGAL PROCEEDINGS

Paul Miano - Advanced Medical Laser Services, Inc. ("AMLSI") and Paul
Miano ("Miano") filed a lawsuit against us on September 26, 2001, in
Broward County, later moved to Orange County, alleging breach of contract
for our alleged failure to finance up to $1,000,000 of working capital.
During August 2005, the Company and Miano agreed to settle the matter by
Miano paying the Company approximately $212,500 over the next two years.
The Company has recorded revenue of $100,000 in the quarterly financial
statements ending September 30, 2005 from the receipt of Miano's first of
three annual settlement payments.  During February 2006, Miano exercised
his option to pay the remaining balance of $125,000 at a discounted
amount of $112,500, which the Company has recorded as other income at
that date.  As part of the settlement, the Company purchased back from
Miano 190,150 of its common shares, which have been recorded as treasury
stock at December 31, 2005.

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

Global Emerging Markets - In June 2004, Global Emerging Markets (GEM)
filed a lawsuit and a request for a preliminary injunction in New York
against SurgiLight and certain of its officers and directors, to require
the Company, among other things, to issue GEM additional shares under its
convertible debenture, which the Company is unable to accommodate until
additional shares are authorized by the shareholders.  The preliminary
injunction request was dismissed.  GEM has recently filed a summary
judgment motion to separate the note from the agreement between the
parties, so that they can demand payment on the note.  The Company, and
its counsel, believe that the note may only be converted into shares per
the agreement.  The Company filed a cross-complaint alleging that GEM
violated Securities Statutes 16(b) and 10(b) and breached their contract
with the Company and that Mr. Tobin, a principal of GEM, breached his
fiduciary duty to SurgiLight as a member of its Board of Directors.

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

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

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

NOTE 5.  STOCKHOLDERS' EQUITY

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

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

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

Stock Options and Warrants:

The following table summarizes the warrants outstanding as of March 31,
2006 and the changes in outstanding warrants in the three months then
ended:


	                  Number Of Shares      Weighted Average
		       	Subject To Warrants    Exercise Price Per
			    Outstanding		      Share
                        -------------------    ------------------
Warrants outstanding,
 January 1, 2006	        3,472,222		$0.53
Warrants granted		        0	            0
Warrants cancelled			0		    0
Warrants exercised			0		    0
				---------		-----
Warrants exercisable,
 March 31, 2006			3,472,222		$0.53

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

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

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

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

The following table summarizes information about stock options
outstanding at March 31, 2006 and changes in outstanding options in the
three months then ended, all of which are at fixed prices:

	                  Number Of Shares      Weighted Average
		       	Subject To Options     Exercise Price Per
			    Outstanding		      Share
                        -------------------    ------------------
Options outstanding,
 January 1, 2006	        3,693,616		$0.34
Options granted		           10,500	        $0.02
Options cancelled		  525,000		$1.28
Options exercised			0		    0
				---------		-----
Options outstanding,
 March 31, 2006			3,179,116		$0.19
                                =========               =====
Options exercisable,
 March 31, 2006			2,842,450		$0.20
                                =========               =====


Under SFAS No. 123R, there was $20,335 of compensation cost related to
employee stock options recognized in the operating results for the three
months ended March 31, 2006, all of which was included as administrative
and other expenses.  Of that total, the Company has recorded compensation
expense of $235 for all share-based payments granted on or after January
1, 2006 (for the 10,500 options issued during the quarter ended March 31,
2006) and additional compensation expense of $20,100 for all awards
granted prior to January 1, 2006 that remain unvested on January 1, 2006.

Prior to January 1, 2006, we accounted for option grants to employees
using the intrinsic value method in accordance with Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB
No. 25"), and related interpretations.  We also followed the disclosure
requirements of Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation", as amended by Statement of
Financial Accounting Standards No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure".  Under the guidelines of APB No.
25, we were only required to record a charge for grants of options to
employees if on the date of grant they had an "intrinsic value" which was
calculated based on the excess, if any, of the market value of the option
over the exercise price.  For purposes of comparison, we calculated the
pro forma net loss for the three months ended March 31, 2005 as if all
options had originally been calculated consistent with the requirements
of SFAS No. 123R, adding back to the net loss all compensation expense
recognized using the intrinsic value method, as described in APB No. 25.

						Three Months Ended
						  March 31, 2005
                                                ------------------
Net income, as reported					$1,634,327

Add: Total stock-based employee compensation
cost determined under intrinsic value method
for stock options granted under APB No.25			-

Deduct: Total stock-based employee compensation
expense determined under the fair value method
under SFAS No.123 					      (515)
                                                        -----------
Pro forma net income				        $1,633,812
                                                        ===========
Gain per share of common stock				     $0.03
Basic - as reported 					     $0.03


The following table summarizes the assumptions used in applying the
Black-Scholes option-pricing model to determine the fair value of options
granted during the three months ended March 31, 2005:

						Three Months Ended
						  March 31, 2005
                                                ------------------
Expected volatility					147%
Expected term (years)					10.0
Risk-free interest rate					  3%
Dividend yield						0.0%


NOTE 6.  RELATED PARTY TRANSACTIONS

Directors' Loans and accounts payable and accrued expenses - The
Company's balance as of March 31, 2006 to CEO Colette Cozean is $756,744
(which includes accrued interest of $105,564) and is recorded in accounts
payable.  The Company's balance as of March 31, 2006 to CFO Stuart
Michelson is $127,283 (which includes accrued interest of $4,283) and is
also recorded in accounts payable.  The balances at December 31, 2005 for
the CEO and CFO were $749,244 and $119,483 respectively.  The Company's
balance as of March 31, 2006 to President/COO Timothy Shea is $139,604
(which includes accrued expenses of $25,478 and accrued salary of
$114,126).

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 - Royalties on equipment sales accrue for the benefit of J.T.
Lin, a former employee and director of the Company.  Dr. Lin receives a
royalty of 2.5% of the net revenues generated over the life of the
patents.  For the quarter ended March 31, 2006, the Company did not
record any equipment sales.

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

NOTE 7.  INVENTORIES

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


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

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

NOTE 8.  INCOME TAX PROVISION

The Company has net operating loss carryforwards from prior year
operations.  Income taxes are provided for the tax effects of
transactions reported in the financial statements for the three-month
periods ending March 31, 2006 and 2005.  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.

NOTE 9.  LEASE OBLIGATION

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

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

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

Operating Highlights:

Revenues - The Company did not record any revenues from equipment sales
or licensing fees for the quarter ended March 31, 2006 ("2006 Quarter")
or the quarter ended March 31, 2005 ("2005 Quarter").  In the 2005
Quarter, the Company received a license fee from Biolase for $1,900,000.
The only recorded revenue for the 2006 Quarter was $125,000 from
litigation settlement as compared to $1,911,616 from equipment sales and
licensing fees for the quarter ended March 31, 2005 (2005 Quarter).  The
2006 Period revenue decrease was due to the Company continuing to develop
its international sales and marketing activities, especially in the
European Community where it received CE approval during February 2005.
It is anticipated that sales will develop in the short-term as a result
of these activities.

Salaries & Benefits - Expenses increased 51% to $104,456 for the 2006
Quarter as compared to $69,244 for the 2005 Quarter.  The increase was
due to the funding of a dedicated international sales position as well as
fully funding costs for contractual labor during the 2006 Quarter.

Advertising and Selling - The Company did not record any expenses for
advertising for either the 2006 Quarter or the 2005 Quarter.  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 increased 77% to $81,793 for the 2006
Quarter as compared to $46,308 for the 2005 Quarter.  The increase was
primarily due to fully funding insurance premiums for the 2006 Quarter
and recording share-based compensation adopting SFAS No. 123R at January
1, 2006 (see Note 5).  Small increases to other accounts such as travel
have been offset by decreases in utilities and administrative charges.

Professional Fees - Expenses increased 102% to $139,834 for the 2006
Quarter as compared to $69,344 for the 2005 Quarter.  The overall 2006
Quarter increase is primarily attributed to a higher level of legal
services associated with ongoing FDA regulatory matters.

Research and development - Expenses remained at $47,001 for the 2006
Quarter as compared to the 2005 Quarter.  Allocations for payroll and
consultant expenses have remained unchanged over these periods.

Interest Expense - Interest expense decreased 2% to $39,077 for the 2006
Quarter as compared to $39,697 for the 2005 Quarter.  The decrease was
due to the principal settlements and progress payments made on the
Company's debt obligations.

Depreciation and Amortization - Expenses increased to $4,116 for the 2006
Quarter as compared to $3,461 for the 2005 Quarter.  The increase was due
to leasehold improvements and computer equipment placed in service over
these periods.

Total Operating Expenses - In summary, operating expenses increased 60%
to $377,200 for the 2006 Quarter as compared to $235,359 for the 2005
Quarter.  The Company has controlled its administrative, marketing, and
payroll expenses while continuing to fund legal expenses for operational,
regulatory and patent matters.

Income (Loss) from Operations - The loss from operations for the 2006
Quarter was $(380,768) or $(0.00) cents per share as compared to a net
income of $1,662,408 or $0.03 cents per share for the 2005 Quarter.  The
unfavorable variance is a direct result of the decrease in international
sales which should reverse as the Company continues its international
sales and marketing activities.

Liquidity and Capital Resources

As of March 31, 2006, the Company had a bank balance of $49,073 and a
working capital deficit of $(3,346,742) as compared to a cash balance of
$89,551 and a working capital deficit of $(3,076,348) at December 31,
2005.  Of this deficit, $1,088,154 is a convertible debenture to GEM that
can only be converted to common stock at a fixed price of $0.093 per
share.  The Company remains constrained by a low level of international
sales.  Following its receipt of the CE approval for the Laser Presbyopia
Reversal procedure in Europe during February 2005, the Company hired an
international sales manager in September and has begun to attend
international conventions and courses.  These efforts did not grow
international sales and the sales manager was replaced by a consultant.
These efforts are further compromised by an inability to afford any
significant marketing efforts.

The Company's future capital requirements will depend on many factors,
the scope and results of pre-clinical studies and pre-clinical trials,
the cost and timing of regulatory approvals, research and development
activities, establishment of manufacturing capacity, and the
establishment of the marketing and sales organizations and other
relationships, acquisitions or divestitures, which may either involve
cash infusions or require additional cash.  There is no guarantee that
without additional revenue or financing, the Company will be able to meet
its future working capital needs.

The Company 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.  Biolase
made a $100,000 progress payment on the remaining $200,000 balance during
February 2006.  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 March 31, 2006 the
total indebtedness was $4,111,283 (including accounts payable and accrued
expenses of $2,554,950, convertible debentures of $77,204, and notes
payable comprised of $88,200 in loans from shareholders, $182,775 in
payments for legal services, customers deposits of $120,000 and the
$1,088,154 remaining from the GEM convertible debenture conversion).  The
GEM note payable can only be satisfied with an equity issuance when the
Board of Directors and shareholders authorize additional common stock.

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

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

Dilution

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

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

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

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

As of March 31, 2006, approximately 55,721,808 shares of common stock,
3,179,116 stock options, and 3,472,222 warrants were outstanding.
Furthermore, we may issue additional options for up to an additional 1.8
million shares of common stock pursuant to the 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, 2005, our stock price ranged from a high of
$0.01 to a low of $0.09 per share.  The inability to sell shares in a
rapidly declining market may substantially increase the risk of loss
because of such illiquidity and because the price for our common stock
may suffer greater declines because of its price volatility.

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

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

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

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

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

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

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

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

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

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

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

The sale of our medical products involves the inherent risk of product
liability claims.  We 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 by the United States Securities and
Exchange Commission against Dr. J.T. Lin and Jeanette Lin, his wife, and
Mr. Aaron Tsai, an unrelated party.  The suit alleged that Dr. Lin and
Mr. Tsai committed various acts of securities fraud in 1999 and early
2000, and sought damages and injunctive relief against them.  We have
cooperated fully with the SEC in the course of the investigation into the
facts surrounding this matter and have taken the position that these acts
were taken by Dr. Lin and his wife in their personal capacities and not
as agents of the Company or within the scope of their employment with the
Company.  Dr. Lin, the founder and former employee, had previously agreed
to indemnify the Company against any liabilities resulting from these
actions.  On December 13, 2002, a federal grand jury in the United States
District Court found Dr. Lin guilty on charges of securities fraud and
money laundering and sentenced him to a prison term of five years and ten
months and assessed damages amounting to $1,475,000.

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

We Face Competition In Certain Markets

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

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

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

However, at the present time, our inventory consists primarily of the
lasers and other equipment purchased from Premier Laser Systems (for more
detailed information, see SurgiLight, Inc. 10-KSB dated 12/31/05) .  It
is our belief that both the book value transferred and the current market
value of the inventory has not undergone obsolescence as the inventory
continues to meet the criteria established to perform the surgical
routines that comprise our business focus and market.  However, we only
have enough inventory on hand to sustain operations for an estimated two
to nine years.  After such time, we will need to reevaluate the existing
technology and may need to alter its operations to remain competitive in
the industry.

Effect Of Corporate Measures

Certain anti-takeover measures may have an adverse effect on our stock
price and may also discourage takeovers that might be beneficial to
stockholders.  Certain provisions of our Articles of Incorporation,
bylaws and Florida law could delay or frustrate the removal of incumbent
directors, discourage potential acquisition proposals and delay, defer or
prevent a change in control of SurgiLight, even if such events could be
beneficial, in the short-term, to the interests of our stockholders.

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

We expect sales to international accounts will continue to represent a
significant percentage of our total sales unless and until our systems
are cleared for commercial distribution in the U.S., or with respect to
those products that do not require regulatory approval, otherwise enter
the U.S. market.  Our business, financial condition and international
results of operations may be adversely affected by present economic
instability in certain Asian and South American countries, future
economic instability in other countries in which we have sold or may
sell, increases in duty rates, difficulties in obtaining export licenses,
ability to maintain or increase prices, and competition.  Additionally,
international sales may be limited or disrupted by the imposition of
government controls, export license requirements, political instability,
trade restrictions, changes in tariffs, difficulties in staffing and
coordinating communications among and managing international operations.
Because most of our sales have been denominated in U.S. dollars, we do
not have significant exposure to typical foreign currency fluctuation
risks.  However, due to our Company's significant export sales, we are
subject to currency exchange rate fluctuations in the U.S. dollar, which
could increase the effective price in local currencies of our products.
This could in turn result in reduced sales, longer payment cycles and
greater difficulty in collecting receivables.

The Loss Of Key Personnel Could Adversely Affect Our Business

Our ability to maintain our competitive position depends in part upon the
continued contributions of our executive officers and other key employees
and consultants.  A loss of one or more such officers, consultants or key
employees could have an adverse effect on our business.  We do not carry
key man insurance on any officer or key employee.  As we continue the
clinical development of our lasers and other products and prepare for
regulatory approvals and other commercialization activities, we will need
to continue to implement and expand our operational, financial and
management resources and controls.  While to date we have not experienced
problems recruiting or retaining the personnel necessary to implement
such plans, we cannot be certain that problems won't arise in the future.
If we fail to attract and retain qualified individuals for necessary
positions, and if we are unable to effectively manage growth in our
domestic and international operations, these could have an adverse effect
on our business, financial condition and results of operations.

We Do Not Expect To Pay Any Dividends

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

NASDAQ Listing

Our common stock is quoted on the NASDAQ Over-The-Counter Bulletin Board
(OTCBB).  We currently are not listed on the NASDAQ National Market
system.  We cannot assure investors that it will ever meet the criteria
for listing the common stock on such market system, which would provide a
stronger trading market.  Lack of listing on the NASDAQ National Market
may make it more difficult for us to raise funds through the sale of our
common stock or securities convertible into our common stock.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a 'safe
harbor' for forward-looking statements.  This report (as well as
information included in oral statement or other written statements made
or to be made by the Company) contains statements that are forward-
looking, such as statements related to anticipated future revenues of the
Company, success of current product offerings, ongoing clinical trials,
expectation in litigation, and success of future debt or equity
offerings.

These statements involve known and unknown risks, uncertainties and other
factors that may cause the Company's actual results, levels of activity,
performance or achievements to be materially different from any future
results, levels of activity, performance, or achievements expressed or
implied by such forward-looking statements.  Such factors include, among
other things, those listed under Risk Factors and elsewhere in this
prospectus and the documents incorporated by reference.  In some cases,
forward-looking statements can be identified by terminology such as may,
will, should, could, expects, plans, intends, anticipates, believes,
estimates, predicts, potential or continue or the negative of such terms
and other comparable terminology.  Although the Company believes that the
expectations reflected in the forward-looking statements are reasonable
based on currently available information, the Company cannot guarantee
future results, levels of activity, performance or achievements.
Moreover, neither the Company nor anyone else assumes responsibility for
the accuracy and completeness of such statements.  The Company is under
no duty to update any of the forward-looking statements after the date of
this document.

These statements may also contain forward-looking statements regarding,
but not limited to, financial information, closing timeframes, terms and
commitments of debt and equity financing, revenue projections, patents,
patent rights, market size, market trends, marketing, clinical trials,
510(k) approval, future events and performance of the Company which
involves risks and uncertainties that could materially affect actual
results.  Investors should refer to documents that the Company files with
the SEC for a description of certain factors that could cause actual
results to vary from current expectations and the forward-looking
statements contained in this document.


ITEM 3. Controls and Procedures

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

There have been no significant changes in internal controls over
financial reporting (as defined in Rule 13a-15(f)) during the three
months ended March 31, 2006 that materially affected, or are reasonably
likely to materially affect, our internal controls over financial
reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Paul Miano - Advanced Medical Laser Services, Inc. ("AMLSI") and Paul
Miano ("Miano") filed a lawsuit against us on September 26, 2001, in
Broward County, later moved to Orange County, alleging breach of contract
for our alleged failure to finance up to $1,000,000 of working capital.
During August 2005, the Company and Miano agreed to settle the matter by
Miano paying the Company approximately $212,500 over the next two years.
The Company has recorded revenue of $100,000 in the quarterly financial
statements ending September 30, 2005 from the receipt of Miano's first of
three annual settlement payments.  During February 2006, Miano exercised
his option to pay the remaining balance of $125,000 at a discounted
amount of $112,500, which the Company has recorded as other income at
that date.  As part of the settlement, the Company purchased back from
Miano 190,150 of its common shares, which have been recorded as treasury
stock at December 31, 2005.

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

Global Emerging Markets - In June 2004, Global Emerging Markets (GEM)
filed a lawsuit and a request for a preliminary injunction in New York
against SurgiLight and certain of its officers and directors, to require
the Company, among other things, to issue GEM additional shares under its
convertible debenture, which the Company is unable to accommodate until
additional shares are authorized by the shareholders.  The preliminary
injunction request was dismissed.  GEM has recently filed a summary
judgment motion to separate the note from the agreement between the
parties, so that they can demand payment on the note.  The Company, and
its counsel, believe that the note may only be converted into shares per
the agreement.  The Company filed a cross-complaint alleging that GEM
violated Securities Statutes 16(b) and 10(b) and breached their contract
with the Company and that Mr. Tobin, a principal of GEM, breached his
fiduciary duty to SurgiLight as a member of its Board of Directors.

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

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

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

Item 2. Changes in Securities

As of March 31, 2006, approximately 55,721,808 shares of common stock,
3,179,116 stock options, and 3,572,222 warrants were outstanding, and, as
far as we can determine, were held of record by approximately 1,700
persons, including significant amounts of stock held in street name.

Item 3. Defaults Upon Senior Securities
None.

Item 4. Submission of Matters to a Vote of Security Holders
None.

Item 5. Other Information
Directors - During February 2006, the Company's board of directors
appointed Dr. Richard Ajayi and Craig Collins, CPA to fill two vacant
seats on the Board and its audit committee.  Dr. Ajayi also serves on the
compensation committee.

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

(b)	Reports
None.



SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant, SurgiLight, Inc., caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: May 18, 2006

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



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



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



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



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



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



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



/s/ Craig Collins
Craig Collins, Member Board of Directors






CERTIFICATION PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Colette Cozean, certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002, that the
Quarterly Report of SurgiLight, Incorporated on Form 10-QSB for the
quarterly period ended March 31, 2006 fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934 and that information contained in such Quarterly Report fairly
presents in all material respects the financial condition and results of
operations of SurgiLight, Incorporated.

/s/ Colette Cozean
Colette Cozean
Chief Executive Officer
May 18, 2006


I, Stuart Michelson, certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002, that the
Quarterly Report of SurgiLight, Incorporated on Form 10-QSB for the
quarterly period ended March 31, 2006 fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934 and that information contained in such Quarterly Report fairly
presents in all material respects the financial condition and results of
operations of SurgiLight, Incorporated.

/s/ Stuart Michelson
Stuart Michelson
Chief Financial Officer
May 18, 2006




CERTIFICATION

I, Colette Cozean, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of SurgiLight, Inc.;

2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-
15(f) and 15d-(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report
based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect,
the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):

a. All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant's ability
to record, process, summarize and report financial information;
and

b. Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.

/s/ Colette Cozean
Colette Cozean
CEO
May 18, 2006


CERTIFICATION
I, Stuart Michelson, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of SurgiLight, Inc.;

2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-
15(f) and 15d-(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report
based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect,
the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):

a. All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant's ability
to record, process, summarize and report financial information;
and

b. Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.

/s/ Stuart Michelson
Stuart Michelson
CFO
May 18, 2006