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 September 30, 2003




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
November 14, 2003 was 45,161,847
<Page>




SURGILIGHT CORPORATION AND SUBSIDIARIES

QUARTER ENDED SEPTEMBER 30, 2003

INDEX


PART I - FINANCIAL INFORMATION

ITEM 1 - Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets as of September 30, 2003
(unaudited) and December 31, 2002.

Condensed Consolidated Statements of Operations for the three
 and nine months ended September 30, 2003 and 2002 (unaudited).

Condensed Consolidated Statements of Cash Flows for the three
 and nine months ended September 30, 2003 and 2002 (unaudited).

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

Notes to Unaudited Condensed Consolidated Financial Statements.

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

ITEM 3 - Controls and Procedures.

PART II - OTHER INFORMATION

ITEM 1 - Legal Proceedings

ITEM 2 - Changes in Securities

ITEM 3 - Defaults upon Senior Securities

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

ITEM 5 - Other Information

ITEM 6 - Exhibits and Reports on Form 8-K

<Page>


Part I.  FINANCIAL INFORMATION
ITEM 1.  Financial Statements
<table>
<caption>

                                           SURGILIGHT, INC.
                             CONDENSED CONSOLIDATED BALANCE SHEETS

                                                             <c>            <c>

                                   ASSETS
                                                                September 30,  December 31,
                                                                    2003          2002
                                                                  --------    ------------
                                                                (unaudited)
Current assets:
    Cash                                                        $      925       $     -
    Accounts receivable trade, less allowances for
       doubtful accounts of $106,051                               275,437         26,526
    Inventories                                                    180,000        927,453
    Prepaid data collection fees                                   493,500        434,500
    Other current assets                                            46,863         32,978
                                                                 ---------     ----------
       Total current assets                                        996,725      1,421,457

Property and equipment, net of accumulated depreciation
    Of $122,164 and $102,818                                        75,087         93,914

Other assets:
    Long-term inventories                                        4,671,749      4,014,296
    Intangible assets, net of accumulated amortization
       of $320,191 and $232,728                                    268,189        333,152
    Assets of discontinued operations                                   -         484,101
                                                                ----------     ----------
       Total assets                                             $6,011,750     $6,346,920
                                                                ==========     ==========

                    LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities:
    Bank overdraft                                              $       -      $    3,678
    Accounts payable and accrued expenses                        1,418,563      1,087,835
    Customer deposits                                              695,333        735,333
    Short-term debt                                                434,773        718,546
    Convertible debentures                                         391,177      2,365,057
    Liabilities of discontinued operations                              -         115,119
                                                                ----------     ----------
      Total liabilities, all current                             2,939,846      5,025,568

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

Commitments and Contingencies

Stockholders' equity:
    Common stock, $0.0001 par value; 60,000,000 shares authorized;
       45,161,847 and 30,847,005 issued;
       45,115,712 and 30,800,870 outstanding                         4,513          3,085
    Preferred stock, $0.0001 par value; 5,000,000 shares
       authorized; 47,000 issued and outstanding                         6              6
    Additional paid in capital                                  10,955,741      9,545,323
    Treasury stock, 46,135 shares (at cost)                       (202,095)      (202,095)
    Accumulated deficit                                         (8,774,415)    (8,024,967)
                                                                ----------     ----------
      Total stockholders' equity                                 1,983,750      1,321,352
                                                                ----------     ----------
      Total liabilities and stockholders' equity                $6,011,750     $6,346,920
                                                                ==========     ==========
See accompanying notes to unaudited condensed consolidated financial statements.
</table>
<Page>
<table>
<caption>
                               SURGILIGHT, INC.
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

                                          Three Months Ended         Nine Months Ended

                                         <c>          <c>          <c>          <c>
                                              Sept. 30,    Sept. 30,   Sept. 30,     Sept. 30,
                                                2003         2002         2003          2002
                                              --------      --------    --------      --------
Revenue:
   Sales of equipment                       $  202,485   $  125,000   $  767,985   $1,175,778
   Other                                         3,800       74,099       28,370      104,529
                                            -----------  -----------  -----------  -----------
   Total Revenue                               206,285      199,099      796,355    1,280,307
Cost of Sales                                   31,992       30,556      104,831      163,975
                                            -----------  -----------  -----------  -----------
   Gross profit                                174,293      168,543      691,524    1,116,332

Operating expenses:
   Salaries and benefits                       109,874      157,725      368,277      475,794
   Advertising and marketing                     3,855       41,719       71,300      169,948
   Administrative and other                    105,579       96,794      377,992      358,442
   Professional fees                            83,697       34,514      218,816      196,107
   Research and development                     47,001       47,001      157,003      142,942
   Interest expense                             13,173        8,387       38,630       19,725
   Depreciation                                  6,307           -        19,346       76,990
   Amortization                                 29,154       26,325       87,463       78,975
                                            -----------  -----------  -----------  -----------
   Total operating expenses                    398,640      412,465    1,338,827    1,518,923
                                            -----------  -----------  -----------  -----------
Income (loss) from operations                 (224,347)    (243,922)    (647,303)    (402,591)

Other income/expenses:
   Gain on sale of equipment                        -        16,434           -       228,889
                                            -----------   ----------  -----------   ----------
Income (loss) before
    income taxes                              (224,347)    (227,488)    (647,303)    (173,702)
Provision for income tax                            -            -            -            -
                                            -----------   ----------   ----------   ----------
Income (loss) from
     continuing operations                    (224,347)    (227,488)    (647,303)    (173,702)

Discontinued operations:
   Income from operations
      of AMLSI                                      -        66,028           -       200,222
   Income (loss) from operations
   of Plantation (including
   $85,804 loss on disposal)                        -       (33,158)    (102,145)     (39,089)
                                            -----------   ----------   ----------   ----------
   Net income (loss) from
   discontinued operations                          -        32,870     (102,145)     161,133
                                            -----------   ----------   -----------   ----------
   Net Income (loss)                        $ (224,347)  $ (194,618)  $ (749,448)  $  (12,569)
                                            ===========  ===========  ===========  ===========

   Basic and diluted income (loss) per share:
    Income (loss) from continuing operations    (0.004)      (0.008)    (0.016)      (0.006)
    Income (loss) from discontinued operations   0.000        0.001     (0.003)       0.006
                                                -------      -------    -------       ------
    Net Income (loss)                           (0.004)      (0.007)    (0.019)       0.000
                                                =======      =======    =======       ======

  Weighted average shares used in calculating
  net income (loss) per share - Basic         45,115,712   28,985,539  39,388,726   28,741,962


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

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

                                             <c>           <c>

                                                      Nine Months Ended Sept. 30th
                                                      ----------------------------
                                                    2003         2002
                                                  -------     --------

Cash flows from operating activities:
  Net loss                                             $  (749,448)   $  (12,569)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
      Depreciation                                          19,346       228,531
      Amortization                                          87,463        78,795
      Gain on sale of equipment                                 -       (228,889)
      Issuance of stock in non-cash transactions                -        236,029
 (Increase) decrease in assets and liabilities, net
    of business acquisitions and dispositions
      Receivables                                         (248,911)     (473,481)
      Inventories                                           90,000       101,686
      Other assets and liabilities                         281,900       (50,468)
 Discontinued operations                                   368,981       (85,888)
                                                      -------------  ------------
      Net cash used in operating activities               (150,669)     (206,254)
                                                      -------------  ------------

Cash flows from investing activities:
  Purchases of equipment                                      (519)      (13,440)
  Proceeds from sale of assets                                  -        332,000
                                                      -------------  ------------
      Net cash provided by (used in)
         investing activities                                 (519)      318,560
                                                      -------------  ------------

Cash flows from financing activities:
  Decrease in bank overdraft                                (3,678)           -
  Proceeds from shareholder loans                            6,000            -
  Repayment of debt                                       (289,773)      (98,132)
  Proceeds from private placement                          500,000            -
  Proceeds from debentures                                      -         45,655
  Repayment of debentures                                  (38,000)           -
  Loan Fees                                                (22,500)           -
  Proceeds from issuance of deferred stock                      64            -
                                                      -------------  ------------
      Net cash provided by (used in)
        financing activities                               152,113       (52,477)
                                                      -------------  ------------
Net increase in cash                                           925        59,829

Cash beginning of period                                        -        438,072
                                                      -------------  ------------

Cash end of period                                     $       925    $  497,901
                                                      ============== ============

Supplemental disclosure:
Cash paid during the period for interest               $        -     $   54,493
                                                      ============== ============

GEM Convertible Debenture - On June 17, 2003, the Company issued 9,802,409 in the
amount of $911,846 that partially satisfied its convertible debenture issued to
 GEM (see Note 5).

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

<Page>
<page>
<table>
<caption>



                         SURGILIGHT, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)
             For the Three Months Ended September 30, 2003

                   <c>      <c>     <c>   <c> <c>

                                                                    Additional
                                    Common Stock    Preferred Stock   Paid-In
                                  Shares    Amount    Shares Amount   Capital
                              --------------------- ----------------  ----------
Balances at June 30, 2003     45,161,847    $4,513    47,000   $6   $10,955,741

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

Balances at Sept. 30, 2003    45,161,847    $4,513    47,000   $6   $10,955,741
                              ==========   =======    ======   ==   ===========


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


<table>
<caption>



                           SURGILIGHT, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)
           For the Three Months Ended September 30, 2003

                   <c>      <c>     <c>

                                                         Total
                                Treasury      Accum. Stockholders
                                 Stock       Deficit    Equity
                                --------- -----------  -----------
Balances at June 30, 2003       $(202,095) $(8,550,068) $2,208,097

Net loss                                -     (224,347)   (224,347)
                                ---------- ------------ -----------

Balances at Sept. 30, 2003      $(202,095) $(8,774,415) $1,983,750
                                ========== ============ ==========


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






SURGILIGHT INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

1.	Business and Basis of Presentation

SurgiLight, Inc. ("the Company" or "SurgiLight") designs, manufactures and
sells ophthalmic lasers and related products and services based on its own and
licensed intellectual property, primarily for use in refractive and presbyopia
procedures.  SurgiLight's wholly owned subsidiaries, which comprise an
operating segment of the Company, (Plantation Laser Eye Center, "Plantation"
and American Medical Laser Services, Inc., "AMLSI") provide medical laser
services in the state of Florida.

Effective October 1, 2002, the Company entered into a formal plan to dispose of
both Plantation and AMLSI, therefore they have been reported as Discontinued
Operations in the accompanying financial statements.  The AMLSI operations were
discontinued at December 31, 2002 and all of its assets were written off except
for the escrowed cash account.  On June 12, 2003, the Company entered into an
agreement to sell certain of the Plantation assets and cease all business
operations; therefore that subsidiary has been treated as disposed as of that
date (see Note 3).

The accompanying unaudited condensed consolidated financial statements of
SurgiLight, Inc., and its wholly owned subsidiaries have been prepared in
accordance with generally accepted accounting principles for interim financial
information in response to the requirements of Article 10 of Regulation S-X and
the instructions of Form 10-QSB.  Accordingly, they do not contain all of the
information and footnotes required by accounting principles generally accepted
in the United States of America.  Management believes the accompanying
unaudited condensed consolidated financial statements reflect all adjustments
(consisting only of normal recurring adjustments) considered necessary for a
fair presentation of the Company's financial position and the results of its
operations and its cash flows for the interim periods presented.  These
financial statements should be read in conjunction with the audited financial
statements as of December 31, 2002 and 2001, including the notes thereto, and
the other information included in the Company's filing on Form 10-KSB, which
was filed with the Securities and Exchange Commission, SEC, on May 19, 2003.
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, 2003.

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.  In April 1999, only 20% of these shares were delivered to the
shareholders of AMLSI and the remaining 80% were escrowed by the Company to be
held in escrow until AMLSI met its performance criteria.

Mr. Miano has filed litigation against us alleging a breach of contract for our
alleged failure to provide up to $1 million of working capital (see note 4 -
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.  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 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 were as follows:  Cash - escrowed account, $264,477.  We are not aware of
any liabilities for which we are responsible.  We have classified AMLSI as a
Discontinued Operation in the accompanying condensed consolidated financial
statements at September 30, 2003 because effective October 1, 2002, we entered
into a formal plan to dispose of this entity.  We do not have free access to
all of the records of AMLSI and therefore the figures presented are derived
from available data that was provided by AMLSI.

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.

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, former CEO and significant
shareholder 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 the
financial statements dated December 31, 2002 we have written off the entire
$158,000 remaining balance as uncollectible and have referred the delinquency
to an outside agency for collection.

On June 12, 2003, the Company entered into an agreement to sell certain of the
Plantation assets and cease all business operations; therefore that subsidiary
has been treated as disposed as of that date (see Note 3).

Reclassifications - In its Form 10-KSB for the year ended December 31, 2002,
the Company determined that contingencies related to certain sales contracts
precluded current recognition of revenue on those sales.  As a result, the
Company recorded an adjustment that reduced revenue and accounts receivable by
$835,000 in its financial statements for the year ended December 31, 2002.  Of
the total $835,000, $690,223 related to the first nine months of 2002, and
$105,000 to the quarter ended September 30, 2002.  The Company has amended its
June 30, 2002 and September 30, 2002 Form 10-QSB's to reflect this restatement.

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.  We intend to defend
vigorously any attempt to secure an injunction against the Company.  Dr. Lin,
the founder, former employee and significant shareholder, 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 assessing yet
to be disclosed damages.  The SEC has not notified us of any further action
taken against the Company and there is no assurance that we will prevail in any
of our defenses against any claims or liabilities brought against the Company.
Our potential liability results from a portion of the funds amounting up to
$1.475 million (including interest) allegedly obtained from this scheme flowing
into the Company's bank accounts.  After consultation with legal counsel, we
have not recorded an accrual in the accompanying financial statements due to
our assessment that any potential liability, while possible, is not considered
probable.

On May 31, 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.

Product Liability - 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.

3.	Segment Information
The following presents the Company's segment information for the three-month
periods ended September 30, 2003 and 2002:
<table>

                      <c>          <c>        <c>             <c>
                         SurgiLight   Centers     SurgiLight     Centers
                          9/30/03     9/30/03       9/30/02      9/30/02
Revenues               $  206,285     $    -      $ 199,099      $ 294,739
Cost of goods sold         31,992          -         30,556         46,212
Salaries & benefits       109,874          -        157,725         95,644
Advertising & selling       3,855          -         41,719            627
Administrative & other    105,579          -         96,794         58,625
Professional fees          83,697          -         34,514             -
Research & development     47,001          -         47,001             -
Depreciation & amort.      35,461          -         26,325         50,840
Interest expense           13,173          -          8,387          9,921
Other (Income) or Loss         -           -        (16,434)            -
Net Income (Loss)      $ (224,347)   $     -      $(227,488)     $  32,870
</table>

The following presents the Company's segment information for the nine-month
periods ended September 30, 2003 and 2002:
<table>

                      <c>          <c>        <c>             <c>
                         SurgiLight   Centers     SurgiLight     Centers
                          9/30/03     9/30/03       9/30/02      9/30/02
Revenues               $  796,355     $134,100    $1,280,307     $1,074,631
Cost of goods sold        104,831       64,506       163,975        185,172
Salaries & benefits       368,277       31,556       475,794        294,445
Advertising & selling      71,300        1,456       169,948          6,132
Administrative & other    377,992       46,314       358,442        187,342
Professional fees         218,816           -        196,107         54,278
Research & development    157,003           -        142,942             -
Depreciation & amort.     168,809           -        155,965        151,361
Interest expense           38,630        6,609        19,725         34,768
Other (Income) or Loss         -        85,804      (228,889)            -
Net Income (Loss)      $ (647,303)   $(102,145)    $(173,702)     $ 161,133
</table>

Plantation Laser Eye Center - On June 12, 2003, the Company entered into an
agreement to sell certain of the Plantation assets for a total consideration of
$133,820 that was comprised of the assumption of two equipment leases of
$59,293 and $9,527 and a cash payment of $65,000.  The related assets had a net
book value of $219,624 at that date.  Accordingly, the Plantation subsidiary
has been disposed as of June 12, 2003 and the resulting loss on disposal of
$85,804 has been included in the discontinued operations activity in this
report.

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.

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.  Currently, the liability due Merrill Lynch is approximately
$215,000 plus accrued interest.  The Company has negotiated a payment plan for
the remaining balance.

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, former employee and significant shareholder, 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 assessing yet
to be disclosed damages.  The SEC has not notified us of any further action
taken against the Company and there is no assurance that we will prevail in any
of our defenses against any claims or liabilities brought against the Company.
Our potential liability results from a portion of the funds amounting up to
$1.475 million (including interest) allegedly obtained from this scheme flowing
into the Company's bank accounts.  After consultation with legal counsel, we
have not recorded an accrual in the accompanying financial statements due to
our assessment that any potential liability, while possible, is not considered
probable.

On May 31, 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.

Merrill Lynch Business Financial Services - On December 4, 2002, Merrill Lynch
Business Financial Services, Inc. ("Merrill Lynch") filed a lawsuit in the
Circuit Court for the Ninth Judicial Circuit in and for Orange County, Florida,
naming us, the Company, as debtor, AMLSI and J.T. Lin as guarantors, and other
parties, in connection with a $500,000 Line of Credit and Loan and Security
Agreement issued by Merrill Lynch to the Company, which is collateralized by
all the Company's assets.  Merrill Lynch has alleged that we are in breach of
the Loan and Security Agreement and has requested the repayment of the
principal balance under the Line of Credit along with certain other remedies,
including foreclosure of certain collateral and appointment of a receiver over
such collateral.

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.  Currently, the liability due Merrill Lynch is approximately
$215,000 plus accrued interest.  The Company has negotiated a payment plan for
the remaining balance.

5.	Stockholders' Equity
The following highlight the changes in stockholders' equity during the second
quarter:

GEM Convertible Debenture - During January 2003, Global Emerging Markets
("GEM") had notified the Company of its intent to convert all of the
debenture's remaining balance to stock effective January 2003.  Subsequently
GEM and the Company agreed for GEM to convert the remaining $2 million
debenture to common stock at a price of $0.093.

On June 17, 2003, the Company issued to GEM 5,800,216 shares that when combined
with the transfer of the previously escrowed 4,002,132 shares that
collateralized the original debenture, GEM was issued possession of 9,802,348
of the 21,500,000 shares resulting from the conversion.  The remaining shares
of 11,697,652 are to be issued upon authorization to increase the Company's
total authorized common stock to 100 million from 60 million shares.

Stock Options - At September 30, 2003, 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.

<table>
<caption>
                                          Three Months Ended September 30

                                              <c>         <c>
                                                 2003        2002

Net loss, as reported                            $(224,347)  $(194,618)

Deduct: Total stock-based compensation
expense determined under fair value based
method for all awards, net of related
tax effects.                                        (1,033)     (1,680)

Net loss, pro forma                              $(225,380)  $(196,298)

Loss per share:
 Basic and Diluted - as reported                 $  (0.005)  $  (0.007)
 Basic and Diluted - pro forma                   $  (0.005)  $  (0.007)
</table>


<table>
<caption>
                                          Nine Months Ended September 30

                                              <c>          <c>
                                                 2003         2002

Net loss, as reported                            $  (749,448) $( 12,569)

Deduct: Total stock-based compensation
expense determined under fair value based
method for all awards, net of related
tax effects.                                        (753,594)  (364,755)

Net loss, pro forma                              $(1,503,042) $(377,324)

Loss per share:
 Basic and Diluted - as reported                 $  (0.019)   $  (0.000)
 Basic and Diluted - pro forma                   $  (0.038)   $  (0.013)
</table>

6.	Related Party Transactions
Premier Laser Systems - The Company's balance as of September 30, 2003 to
Premier Laser Systems, Inc. is $175,000 remaining from the purchase of
Premier's ophthalmic laser product line in December 2001.  Colette Cozean,
Ph.D., a Director and Chairwoman of the Board, founded Premier and served in
many capacities for that company from 1991 to 1999.  Premier currently owes Dr.
Cozean approximately $120,000 for severance, life insurance, expenses and
salary.  Premier also owes Dr. Cozean up to $157,375 as a commission from sale
of Premier assets of which $71,125 is from the second acquisition of assets by
SurgiLight.

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 has written off as uncollectible the
$158,000 remaining on the agreement.

Directors' Loans made to the Company - 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
addition, the accounts payable balance owed to Dr. Cozean is covered by this
loan agreement.  During April 2003, CFO Michelson loaned an additional $6,000
to the Company that was used to fund operating expenses.  UCC forms were filed
to secure these loans with the Company's intangible assets as well as other
unpaid fees due these Directors.

Termination of Asia Vision Distribution Agreement - On May 27, 2003, the
Company terminated its international distribution agreement with Asia Vision,
whose territory included the significant portion of the Pacific Rim countries.
The agreement was terminated for lack of performance.  It has recently come to
the attention of the Company, contrary to the assertions of Dr. J.T. Lin that
he or his family are beneficial owners of Asia Vision.

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.


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 revenues from equipment sales for the quarter ended September
30, 2003 (2003 Quarter) increased by 62% to $202,485 from $125,000 for the
quarter ended September 30, 2002 (2002 Quarter) and decreased 35% to $767,985
for the nine-month period ending September 30, 2003 as compared to $1,175,778
for the nine-month period ending September 30, 2002 (2002 Period).  The 2003
Quarter increase in revenue is primarily due to increased sales of the
OptiVision Laser.

Salaries & Benefits - Expenses decreased 30% to $109,874 for the 2003 Quarter
as compared to $157,725 for the 2002 Quarter and 23% to $368,277 for the 2003
Period as compared to $475,794 for the 2002 Period, due to a reduction in both
salary levels and full-time positions.

Advertising and Selling - Expenses decreased 91% to $3,855 for the 2003 Quarter
as compared to $41,719 for the 2002 Quarter and 58% to $71,300 for the 2003
Period as compared to $169,948 for the 2002 Period.  It is anticipated that
these expenses will increase as the Company attends additional tradeshows and
revises its trade literature to reflect results from the increased clinical
activity as sales begin to recover, thus allowing more funding for these
expenses.

Administrative and Other - Expenses increased 9% to $105,579 for the 2003
Quarter as compared to $96,794 for the 2002 Quarter and increased 5% to
$377,992 for the 2003 Period from $358,442 for the 2002 Period.  The increase
is primarily attributed to the significant increase in liability insurance
premiums were partially offset by a decrease in sales related accounts such as
freight and office supplies.  All other administrative accounts, such as rents
and interest, were as expected.

Professional Fees - Expenses increased 143% to $83,697 for the 2003 Quarter as
compared to $34,514 for the 2002 Quarter and increased 12% to $218,816 for the
2003 Period as compared to $196,107 for the 2002 Period.  The increase is
attributed to additional auditing billings, patent legal billings, and
international patent filing fees.

Research and development - Expenses remained the same at $47,001 for the 2003
Quarter as compared to the 2002 Quarter and increased 10% to $157,003 for the
2003 Period as compared to $142,942 for the 2002 Period.  The increase is due
to the amortization of the clinical deposits as operations have been performed
both overseas and in the U.S.  The payroll and consultant expense allocations
have remained unchanged over these periods.

Interest Expense - Interest expense increased 57% to $13,173 for the 2003
Quarter as compared to $8,387 for the 2002 Quarter and 96% to $38,630 for the
2003 Period from $19,725 for the 2002 Period due to the interest accrual from
loans from shareholders and the Merrill Lynch LOC that is now currently
exhausted.

Depreciation and Amortization - Expenses increased 35% to $35,461 for the 2003
Quarter as compared to $26,325 for the 2002 Quarter and decreased 32% to
$106,809 for the 2003 Period from $155,965 for the 2002 Period.  The decrease
in depreciation resulted primarily from the December 31, 2002 write-off of the
Company's computer equipment and certain intangible assets.

Total Operating Expenses - In summary, expenses decreased 3% to $398,640 for
the 2003 Quarter as compared to $412,465 for the 2002 Quarter and decreased 12%
to $1,338,827 for the 2003 Period from $1,518,923 for the 2002 Period, which is
consistent with the lower level in sales over the comparative quarters.  The
Company has controlled its administrative and legal expenses while limiting its
spending in clinical trials and marketing.

Net Income (Loss) from Continuing Operations - The net loss from continuing
operations for the 2003 Quarter was $(224,347) or (0.004) cents per share as
compared to a net loss of $(227,488) or (0.008) cents per share for the 2002
Quarter.  The favorable decrease in the net loss over the quarters is
attributable to the overall decrease in expenses reported.

Liquidity and Capital Resources

As of September 30, 2003, we had a bank balance of $925 and a working capital
deficit of $(1,943,121) as compared to a cash overdraft of $(3,678) and a
working capital deficit of $(3,604,111) at December 31, 2002.  Our ability to
meet short-term obligations continues to improve, however we remain constrained
by a very tight cash position which can be primarily attributed to the lower
level of international sales than was expected, especially during the normally
slow summer months.

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 severe 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.  In November 2002
the Company received a commitment letter for a $10 million line of credit
secured by the Company's inventory and accounts receivable.  The terms require
obtaining a bank guarantee at a cost of $585,000, $92,500 of processing fees to
be paid prior to closing, and an additional $153,000 to be paid at time of
closing the transaction.  The line of credit is for a term of ten years and
accrues interest at a fixed rate of 4.75% for amounts utilized.  The Company
has been negotiating the final agreement with the lender.  However, there is no
guarantee that the debt financing will be received or if received will be
according to these terms.

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 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.

During the last year, we had experienced a slowing of sales resulting
from the foreign, particularly European, slowdown in business due
to the overall economic downturn.  In addition, due to litigation
with AMLSI, we have been unable to utilize the existing escrowed
cash assets to fund current operations.  The result of these two
events has created very tight cash flow for us.

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 September 30, 2003 the
total debt was approximately $1.9 million for SurgiLight (including $1.1
million in a note payable to GEM, a convertible debenture of $391,177, amounts
owed on the Premier acquisition of $175,000, line-of-credit to Merrill Lynch of
approximately $215,000, and $46,000 in loans from shareholders).  As of
December 31, 2002, the $500,000 Merrill Lynch line-of-credit was fully
exhausted and future borrowing under that facility was not available for any
purpose.  Currently, the line-of-credit is in a default status.  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.  Currently, the liability due Merrill Lynch is approximately
$215,000 plus accrued interest.  We have received a letter of commitment from a
funding source to replace this line-of-credit with a $10 million line-of-credit
pending the results of due diligence.  However, there is no assurance that we
will obtain such debt financing.  If such funding is obtained, we plan to use
the funds to pay down our indebtedness, allowing our operating income to be
used to further the growth of the business.

As a result of the level of debt and the terms of the debt instruments, 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 our 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, or at all.

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 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.

Currently, there are approximately 2,404,500 stock options and 2,128,282
warrants outstanding with respect to our common stock.  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.  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 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 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.

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

The sale of our medical products involves the inherent risk of product
liability claims.  We do not know whether claims against us arising with
respect to our products will be successfully defended or that our insurance
will be sufficient to cover liabilities arising from these claims.  A
successful claim against us in excess of our insurance coverage could have a
materially adverse effect on our business.

SEC Investigation

On April 11, 2002, we were named as a party defendant in a civil lawsuit filed
in United States District Court 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,
former employee and significant shareholder, 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 assessing yet to be disclosed
damages.  The SEC has not notified us of any further action taken against the
Company and there is no assurance that we will prevail in any of our defenses
against any claims or liabilities brought against the Company.  Our potential
liability results from a portion of the funds amounting up to $1.475 million
(including interest) allegedly obtained from this scheme flowing into the
Company's bank accounts.  After consultation with legal counsel, we have not
recorded an accrual in the accompanying financial statements due to our
assessment that any potential liability, while possible, is not considered
probable.

On May 31, 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

Medical laser centers, including the vision correction and the dermatology
segments, are subject to intense, increasing competition, which could reduce
our short-term cash flow.  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 three 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 not paid any 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

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

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

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.

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, former employee and significant shareholder, 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 assessing yet
to be disclosed damages.  The SEC has not notified us of any further action
taken against the Company and there is no assurance that we will prevail in any
of our defenses against any claims or liabilities brought against the Company.
Our potential liability results from a portion of the funds amounting up to
$1.475 million (including interest) allegedly obtained from this scheme flowing
into the Company's bank accounts.  After consultation with legal counsel, we
have not recorded an accrual in the accompanying financial statements due to
our assessment that any potential liability, while possible, is not considered
probable.

On May 31, 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.

Merrill Lynch Business Financial Services - On December 4, 2002, Merrill Lynch
Business Financial Services, Inc. ("Merrill Lynch") filed a lawsuit in the
Circuit Court for the Ninth Judicial Circuit in and for Orange County, Florida,
naming us, the Company, as debtor, AMLSI and J.T. Lin as guarantors, and other
parties, in connection with a $500,000 Line of Credit and Loan and Security
Agreement issued by Merrill Lynch to the Company, which is secured by all the
Company's assets.  Merrill Lynch has alleged that we are in breach of the Loan
and Security Agreement and has requested the repayment of the principal balance
under the Line of Credit along with certain other remedies, including
foreclosure of certain collateral and appointment of a receiver over such
collateral.

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.  Currently, the liability due Merrill Lynch is approximately
$215,000 plus accrued interest.  The Company has negotiated a payment plan with
Merrill Lynch for the remaining balance.

Item 2. Changes in Securities
As of September 30, 2003, there were 45,080,712 shares of common stock
outstanding, held by approximately 1,700 shareholders.

GEM Conversion

On June 17, 2003, the Company issued to GEM 5,800,216 shares that when combined
with the transfer of the previously escrowed 4,002,193 shares that secured the
original debenture, GEM was issued possession of 9,802,348 of the 21,500,000
shares resulting from the conversion.  The remaining shares of 11,697,652 are
to be issued upon authorization to increase the Company's total authorized
common stock to 100 million from 60 million shares.
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.  Currently, the liability due Merrill Lynch is approximately
$215,000 plus accrued interest.  The Company has negotiated a payment plan for
the remaining balance.
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:  November 14, 2003


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


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


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


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



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



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



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



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



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



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



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











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


In connection with the Form 10-QSB (the "Report") of SurgiLight, Inc. (the
"Company") for the period ending September 30, 2003, I, Colette Cozean, CEO
of the Company, certify that:

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

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


/s/ Colette Cozean, Ph.D.
[Name]

            CEO
 [Title]

Dated: 	November 14, 2003







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


In connection with the Form 10-QSB (the "Report") of SurgiLight, Inc. (the
"Company") for the period ending September 30, 2003, I, Stuart Michelson,
Ph.D., CFO of the Company, certify that:

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

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


/s/ Stuart Michelson, Ph.D.
[Name]

         CFO
[Title]

Dated: 	November 14, 2003




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