UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                    FORM 10-QSB


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

                  For the Quarterly Period ended June 30, 2007


                       Commission file number  0-24897


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



                 Florida                                  35-1990562
     ------------------------------                 ----------------------
    (State or other jurisdiction of                 (IRS Employer
     incorporation or organization)                     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 August 14, 2007
    was 60,000,000.




                               SURGILIGHT CORPORATION
                            QUARTER ENDED JUNE 30, 2007

                                       INDEX

                           PART I. FINANCIAL INFORMATION

ITEM 1. Condensed Financial Statements

Condensed Balance Sheets as of June 30, 2007 (unaudited)
and December 31, 2006.

Condensed Statements of Operations for the three and six months ended
June 30, 2007 and 2006 (unaudited).

Condensed Statements of Cash Flows for the three and six months ended
June 30, 2007 and 2006 (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

                        ASSETS
                                                June 30,     December 31,
                                                  2007          2006
                                              (Unaudited)
                                              -----------    ----------
 Current assets:
   Cash                                       $    27,603     $    14,545
   Accounts receivable                             45,000           2,008
   Inventories                                    240,000         360,000
   Prepaid data collection fees                   119,000         119,000
   Other current assets                           225,543         185,375
                                              -----------     -----------
      Total current assets                        657,146         680,928

 Property and equipment, net of accumulated
  depreciation of $33,486 and $30,929              23,445          25,736

 Other assets:
   Inventories                                  4,157,943       4,073,299
   Intangible assets, net of accumulated
    amortization of $380,835 and $375,837          85,045          90,043
   Prepaid data collection fees                    16,000          16,000
                                              -----------     -----------
      Total assets                            $ 4,939,579     $ 4,886,006
                                              ===========     ===========

    LIABILITIES & DEFICIT IN STOCKHOLDERS' EQUITY

 Current liabilities:
   Accounts payable and accrued expenses      $ 2,128,341     $ 2,088,692
   Accounts payable and accrued expenses
    to related parties                            775,770       1,349,957
   Customer deposits                              120,000         120,000
   Short-term debt                              1,561,205       1,815,990
   Short-term debt to related party               162,000              -
                                              -----------     -----------
     Total current liabilities                  4,747,316       5,374,639
 Long-term debt less current installments
    to related party                              525,103              -
                                              -----------     -----------
   Total liabilities                            5,272,419       5,374,639

 Commitments and Contingencies                         -               -

 Deficit in Stockholders' equity:
   Preferred stock, $0.0001 par value;
    10,000,000 shares authorized;
     9,547,000 issued and outstanding                 956               6
   Common stock, $0.0001 par value;
    60,000,000 shares authorized;
    60,000,000 and 55,721,808 issued;
    59,763,715 and 55,485,523 outstanding           5,987           5,591
   Additional paid in capital                  11,759,464      11,211,325
   Treasury stock, 236,285 shares
     (at cost)                                   (206,095)       (206,095)
   Accumulated deficit                        (11,893,152)    (11,499,460)
                                              -----------     -----------
     Total stockholders' (deficit)               (332,840)       (488,633)
                                              -----------     -----------
     Total liabilities and
      stockholders' (deficit)                 $ 4,939,579     $ 4,886,006
                                              ===========     ===========

 See accompanying notes.





                      SURGILIGHT, INC.
          CONDENSED STATEMENTS OF OPERATIONS (Unaudited)


                                 Three Months Ended       Six Months Ended
                                  June 30,   June 30,     June 30,     June 30,
                                    2007       2006        2007         2006
                                  --------   --------     -------      -------
 Revenue:
   Sales of equipment           $   90,000  $       -    $  209,000  $       -
                                ----------- ----------   ----------  -----------
   Total Revenue                    90,000          -       209,000          -
   Cost of Sales                    20,000       1,806       37,946       5,375
                                ----------- ----------   -----------  ----------
   Gross profit                     70,000      (1,806)     171,054      (5,375)

 Operating expenses:
   Salaries and benefits            83,727      84,549      166,404     189,006
   Advertising and marketing           524          48          524          48
   Administrative and other         83,255      58,115      142,066     139,908
   Professional fees               171,792      92,014      240,213     231,847
   Research and development         17,001      52,801       34,002      99,802
   Depreciation & amortization       3,777       3,777        7,554       7,893
                               ----------- -----------   ----------  ----------
   Total operating expenses        360,076     291,304      590,763     668,504
                               ----------- -----------   ----------  ----------
   Income (loss) from
    operations                    (290,076)   (293,110)    (419,709)   (673,879)

Other income and (expenses):
  Royalty income                     1,378       2,783        1,378       2,783
  Vendor settlements                59,080          -        59,080          -
  Litigation settlement                 -           -            -      125,000
  Other income                          -           -        25,048          -
  Interest expense                 (26,816)    (39,077)     (59,489)    (78,153)
                               -----------  ----------   ----------  ---------
    Total other income, net         33,642     (36,294)      26,017      49,630
                               -----------  ----------   ----------  ----------
    Net Income (loss)           $ (256,434) $ (329,404)  $ (393,692) $ (624,249)
                               ===========  ==========   ==========  ==========

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

Weighted average shares used in
 calculating net income (loss)
 per share-Basic              57,679,428   55,721,808    56,706,026   55,721,808

Weighted average shares used in
 calculating net income (loss)
 per share-Fully Diluted      57,679,428   55,721,808    56,706,026   55,721,808

See accompanying notes.



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


                                   Three Months Ended       Six Months Ended
                                   June 30,   June 30,     June 30,   June 30,
                                     2007      2006          2007      2006
                                   --------  --------      --------  --------

Cash flows from operating
 activities:
  Net income (loss)              $(256,434)  $ (329,404)  $ (393,692)$ (624,249)
  Adjustments to reconcile
   net (loss) income to net
   cash (used) generated
   in operating activities:
      Depreciation                   1,278        1,278        2,556      2,895
      Amortization                   2,499        2,499        4,998      4,998
 (Increase) decrease in
  assets and liabilities
      Receivables                  (45,000)      11,108      (42,992)   176,980
      Inventories                   20,001           -        35,356         -
      Employee advances                 -            -       (37,353)    (8,048)
      Prepaid expenses              (4,051)       6,264      ( 2,815)    18,361
      Accounts payable and
       accrued expenses to
       third parties               (73,643)     162,275       39,649    242,408
      Accounts payable and
       accrued expenses to
       related parties            (607,957)      77,380     (574,187)    92,242
      Stock issued for
       expenses                     49,485           -        49,485         -
                                ----------  -----------  ----------- ----------
      Net cash generated by
       (used in) operating
       activities                 (913,822)    ( 68,600)    (918,995)   (94,413)
                                ----------  -----------  ----------- ----------

Cash flows from investing
  activities:
  Purchases of equipment              (265)          -          (265)        -
                                 ----------  -----------  ----------- ----------
    Net cash used in
       investing activities           (265)          -          (265)        -
                                 ----------  -----------  ----------- ----------

Cash flows from financing
 activities:
  Repayment of debt to
   third party                    (109,080)          -      (109,080)   (35,000)
  Repayment of debt to
   related party                  (145,705)          -      (145,705)        -
  Proceeds from loans from
   related party                   687,103        7,000      687,103      7,000
  Proceeds from loans from
   third parties                        -        10,000           -      10,000
  Share-based compensation              -        10,815           -      31,150
  Proceeds from preferred
   stock issuance to related
   party                           500,000           -       500,000         -
                                ----------   ----------  ----------- -----------
    Net cash provided by
     (used in) financing
     activities                    932,318       27,815      932,318     13,150
                                ----------  -----------  ----------- ----------
Net increase (decrease) in cash     18,231     ( 40,785)      13,058    (81,263)
Cash beginning of period             9,372       49,073       14,545     89,551
                                ----------  -----------  ----------- ----------
Cash end of period               $  27,603   $    8,288   $   27,603  $   8,288
                                ==========  ===========  =========== ==========

Supplemental disclosure:

Cash paid during the period
 for interest                    $ 184,369   $       -     $  184,369  $      -
Share-based compensation
 granted-options                        -        10,815            -      31,150
                                ==========  ===========   =========== ==========

See accompanying notes.





                                        SURGILIGHT, INC.
                    CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)
                            For the Three Months Ended June 30, 2007


                                                                   Additional
                               Preferred Stock     Common Stock      Paid-In
                                Shares  Amount   Shares   Amount     Capital
                              --------- ------ ---------  -------  ----------
Balances at
   March 31, 2007               47,000    $6  55,721,808 $5,591  $11,211,326

Preferred stock
  Issued to related party    9,500,000   950          -      -       499,050

Common stock issued
  For interest to
  related party                     -     -    3,958,742    396       49,088

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

Balances at
   June 30, 2007             9,547,000  $956  59,680,550 $5,987  $11,759,464
                             =========  ====  ========== ======  ===========



                                                            Total
                                  Treasury      Accum.   Stockholders
                                   Stock       Deficit      Equity
                                 ----------   ---------- ------------
Balances at
   March 31, 2007               $(206,095) $(11,636,718)$  (625,891)

Preferred stock
  Issued to related party              -             -      500,000

Common stock issued
  For interest to
  Related party                        -             -       49,484

Net loss                               -       (256,434)   (256,434)
                                ---------- ------------  -----------
Balances at
   June 30, 2007                $(206,095) $(11,893,152) $ (332,840)
                                ========== ============  ===========

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, 2006, 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 June 6, 2007.
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, 2007.

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,
2006, 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.  RECENT ACCOUNTING PRONOUNCEMENTS

In July 2006, the FASB issued Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes" ("FIN 48"), an interpretation of FASB Statement
No. 109.  FIN 48 establishes the threshold for recognizing the benefits of
tax-return positions in the financial statements as more-likely-than-not to
be sustained by the taxing authorities, and prescribes a measurement
methodology for those positions meeting the recognition threshold.  The
Company has not yet determined the estimated impact on its financial
condition or results of operations, if any, of adopting FIN 48 which
becomes effective for the fiscal year beginning after December 15, 2006.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements."
SFAS 157 defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles (GAAP), and expands
disclosures about fair measurements.  This Statement applies under other
accounting pronouncements that require or permit fair value measurements,
the FASB having previously concluded in those accounting pronouncements
that fair value is the relevant measurement attribute.  Accordingly,
this Statement does not require any new fair value measurements.  However,
for some entities, the application of this Statement will change current
practice.  The Company has not yet determined the estimated impact on its
financial condition or results of operations, if any, of adopting SFAS
No. 157, which becomes effective for the fiscal years beginning after
November 15, 2007.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option
for Financial Assets and Financial Liabilities Including an amendment of
FASB Statement No. 115."  SFAS 159 permits entities to choose to measure
many financial instruments and certain other items at fair value.  The
objective is to improve financial reporting by providing entities with
the opportunity to mitigate volatility in reported earnings caused
by measuring related assets and liabilities differently without having
to apply complex hedge accounting provisions.  This Statement is
expected to expand the use of fair value measurement, which is
consistent with the Board's long-term measurement objectives for
accounting for financial instruments.  The Company does not expect
the adoption of SFAS No. 159 to significantly affect its financial
condition or results of operations, which becomes effective for the
fiscal years beginning after November 15, 2007.

NOTE 3.  LEGAL PROCEEDINGS

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, a predecessor to
SurgiLight.  Discovery is on going.  The Company, based on advice of its
counsel, is vigorously defending itself against this claim.

Robert Maddox - On May 19, 2006, the Company received a breach of
warranty of merchantability complaint from Robert Maddox, claiming damages
in excess of $160,000 from his purchase of a laser system from a former
international distributor of the Company.  The Company, based on advice
of its counsel, is vigorously defending itself against this claim.

GEM Convertible Debenture - During January 2003, GEM Global Yield Fund,
Ltd. ("GEM Fund") notified the Company of its intent to convert the
remaining balance on its convertible debenture (purchased in 2000) to
stock effective January 2003.  In April 2003 GEM Fund and the Company
agreed for GEM Fund to convert the remaining $2 million debenture to
common stock at a price of $0.093.  GEM Fund initially converted shares
equal to nineteen and nine-tenths percent (19.9%) of the total issued
and outstanding shares of the Company's common stock on April 11, 2003
and was also granted possession of the shares that were originally
escrowed as part of the 2000 debenture agreement.

In June 2004, GEM Fund 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 Fund additional shares under its convertible debenture, which the
Company is unable to accommodate until additional shares are authorized
by the shareholders.  The Company filed a cross-complaint alleging that
GEM Fund violated Securities Statutes 16(b).  On April 20, 2007 the
Company and GEM Fund agreed to settle the dispute and a Stipulation
of Dismissal with Prejudice was filed with the District Court for the
Southern District of New York.  As part of that settlement, the
Company remains obligated to issue the remaining shares to satisfy
the $1,088,154 liability once additional common shares are authorized
by an amendment to the Company's Articles of Incorporation.  On
August 3, 2007 the Company filed a Preliminary Information Statement
with the SEC providing notification of such an amendment.

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 received a temporary injunction
that prohibits Mr. Lin from contesting the ownership of 33 patents or
patent applications worldwide.  In December 2005, the European patent
office, in recording the Company's assignment of a certain patent,
rejected Dr. Lin's claims with regard to that patent.  It was the
only assignment he had attempted to contest.

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 4.  STOCKHOLDERS' (DEFICIT)

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

Under SFAS No. 123R, there was no compensation cost related to
employee stock options recognized in the operating results for the
three and six months periods ended June 30, 2007.

NOTE 5.  RELATED PARTY TRANSACTIONS

Officers and Shareholders - The Company's balance as of June 30,
2007 to former CEO Colette Cozean for services and expenses is
$434,365 and is recorded in accounts payable.  The Company's
balance as of June 30, 2007 to former CFO Stuart Michelson for
services is $74,471 and is also recorded in accounts payable.
No activity accrued for the benefit of former CEO Cozean and
former CFO Michelson during the six-month period ended
June 30, 2007.

The Company's balance as of June 30, 2007 to President/COO
Timothy Shea is $266,933 (which includes accrued expenses of
$23,432 and accrued salary of $243,501).

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 debt refinancing.  In
April 2003, Michelson loaned the Company an additional $6,000.
During 2004, Cozean and Michelson loaned additional funds to the
Company in the amounts of $9,200 and $5,000, respectively.  Also
during 2004, Louis P. Valente, a director/shareholder lent the
Company $10,000 to fund a portion of legal services.  During 2005,
Cozean lent an additional $33,000 to the Company.  Payments of
$10,000 and $5,000 were repaid to Cozean and Michelson,
respectively, in 2005.

During 2006, Cozean and Michelson loaned additional funds to
the Company in the amounts of $30,505 and $2,000, respectively.
Also during 2006, Louis P. Valente, a director/shareholder lent
the Company $22,009 to fund a portion of working capital.
Also during 2006, Richard Ajayi, a director/shareholder lent the
Company $9,000 to fund a portion of working capital.

UCC financing statements were filed to secure these loans with
the Company's intangible assets as well as other unpaid fees due
Cozean and Michelson.  See Note 9 for additional disclosure.

On April 20, 2007, payments were made to Cozean and Michelson
in the amounts of $526,151 and $89,342, respectively, which
represented one-half of the obligations for services, expenses
and loans at December 31, 2006.  Beginning June 1, 2007, twelve
(12) equal installments will be made to Cozean and Michelson to
satisfy the remaining liabilities of $526,151 and $89,342.

At June 30, 2007, the Company also has accrued fees for past
services of $80,620 due to members of the Board of Directors
(with the exception of Cozean and Michelson).

Royalties-For the years ended December 31, 2005 and 2004,
royalties were accrued for the benefit of J.T. Lin, a former
employee and director of the Company, in the amounts of $3,091
and $16,966, respectively.  Dr. Lin receives a royalty of 2.5%
of the net revenues generated over the life of the patents.
A royalty of $2,591 was recorded for the benefit of J.T. Lin
during the six-month period ended June 30, 2007.

Except as described above, there are currently no proposed
transactions between the Company, its officers, directors,
shareholders, and affiliates. Conflicts of interest could arise
in the negotiation of the terms of any transaction between the
Company and its shareholders, officers, directors, or affiliates.
We have no plans or arrangements, including the hiring of an
independent third party, for the resolution of disputes with
such persons, if they arise.  No assurance can be given that
conflicts of interest will not cause us to lose potential
opportunities, profits, or management attention.  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 6.  INVENTORIES

The components of inventories at June 30, 2007 and
December 31, 2006 are summarized as follows:

	                  June 30,     December 31,
                            2007          2006
                           ------        ------
  Raw Materials          $1,650,704     $1,650,704
  Work in progress          299,175        299,175
  Finished goods          2,448,065      2,483,420
                         ----------     ----------
 Total Inventory         $4,397,944     $4,433,299
                         ==========     ==========


At June 30, 2007 and December 31, 2006, management has
reclassified $4,157,943 and $4,073,299, respectively, 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 7.  INCOME TAX PROVISION

The Company has net operating loss carryforwards from prior year
operations.  Income taxes are provided for the tax effects of
transactions reported in the financial statements for the three
and six month periods ending June 30, 2007 and 2006.  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 8.  GEM SURGILIGHT INVESTORS, LLC

Sale of Preferred Stock-On April 20, 2007 the Company entered
into a Series B Convertible Preferred Stock Purchase Agreement
(the "Purchase Agreement") with GEM SurgiLight Investors LLC
("GEM Investors"), pursuant to which GEM Investors purchased
9,500,000 shares of the Company's Series B Convertible Preferred
Stock for a price per share of $.05263 and an aggregate purchase
price of $500,000.

Pursuant to the Purchase Agreement, (i) the Board of Directors
(the "Board") of the Company has been reduced to four (4) members
in total, two (2) of whom are to be appointed by GEM Investors,
(ii) all of the prior directors of the Company have resigned with
the exception of Louis P. Valente and Craig Collins, and (iii)
Colette Cozean ("Cozean") and Stuart Michelson ("Michelson") have
resigned from their position as CEO/Chairwoman and Chief Financial
Officer, respectively.  GEM Investors has appointed Messrs. Edward
Tobin ("Tobin") and Nathan B. Pliam as its designees to the Board.
Tobin is a member of GEM SurgiLight Management, LLC, the Managing
Member of GEM Investors.

Secured Line of Credit Loan Agreement-On April 20, 2007 the
Company and GEM Investors entered into a Secured Line of Credit Loan
Agreement (the "Loan Agreement") whereby the Company will have the
right to borrow up to $2,500,000 from GEM Investors (the "Loan").
All loans made by GEM Investors to the Company shall accrue interest
on the principal amount at a rate of twelve percent (12%) per annum.
In the event of a default under the Loan Agreement, the interest rate
shall increase to seventeen percent (17%).   The Loan is also
evidenced by a Promissory Note dated April 20, 2007 in the aggregate
principal amount of $2,500,000 (the "Note").  No payment of principal
or interest is due until October 20, 2007, with payments thereafter
as determined by the Board of Directors of the Company and GEM
Investors, provided that the final payment of all obligations of the
Company to GEM Investors shall be due no later than April 20, 2012.

At June 30, 2007 the Company has incurred total indebtedness under
the secured line of credit of $687,103.  GEM Investors' obligation
to loan additional funds to the Company is conditioned on several
factors, including, but not limited to (i) the approval of GEM
Investors, (ii) the Company not being in default under the Loan
Agreement or any other agreement between the Company and GEM
Investors and (iii) no material adverse changes in the financial
condition of the Company.

The Loan is secured by (i) a blanket lien on all of the assets of
the Company as evidenced by a General Security Agreement, (ii) all
of the existing and pending trademarks, patents and copyrights
owned by the Company pursuant to a Trademark, Patent and Copyright
Security Agreement and (iii) a Deposit Accounts Assignment Agreement
pertaining to the Company's bank accounts.

Purchase of Common Stock-During May 2007, GEM Investors purchased
3,052,000 shares of common stock from the United States Marshall's
Office at a purchase price of $.01 per share.

Issuance of Common Shares - On May 25, 2007 the Company issued
3,958,742 shares of common stock as a partial payment to GEM Fund
on the interest that has accrued on the defaulted $1,088,154 note
payable balance.  Upon completion of this issuance, the Company had
issued all 60,000,000 authorized shares of its Common Stock.

NOTE 9.  SUBSEQUENT EVENTS

Schedule 14C Information - On August 3, 2007 the Company filed a
Preliminary Information Statement 14C notifying the SEC and shareholders
of the following:

     On April 19, 2007, the Board of Directors of the Company approved
     an amendment to the Articles of Incorporation of the Company
     ("the Amendment").  The holders of an aggregate of 36,753,933
     shares of capital stock entitled to vote, representing
     approximately 52.9% of the 69,500,000 shares of the total
     issued and outstanding shares of voting stock of the Company
     approved the actions on July 17, 2007 by written consent in
     lieu of a meeting, in accordance with Title XXXVI, Chapter 607
     of the Florida Statutes.

     The Amendment provides that (a) the maximum number of shares of
     stock that the Company shall be authorized to have outstanding
     at any time shall be increased to three hundred million (300,000,000)
     shares of common stock at par value of $0.0001 with no preemptive
     rights and (b) the voting rights of the blank check preferred stock
     will be changed to remove a voting restriction on the Company's
     preferred stock.

     Pursuant to Rule 14c-2 under the Exchange Act, the effective date
     of the action stated shall not occur until a date at least twenty (20)
     days after the date on which the Information Statement has been
     mailed to the Company's stockholders.  The mailing date is estimated
     to be on or about August 13, 2007.


                                 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-Equipment sales for the quarter ended June 30, 2007 ("2007
Quarter") increased to $90,000 from $0 during the quarter ended June 30,
2006 ("2006 Quarter").  Equipment sales for the six-month period ended
June 30, 2007 ("2007 Period") increased to $209,000 from $0 during the
quarter ended June 30, 2006 ("2006 Period").  Both the 2007 Quarter and
2007 Period revenue increase was due to the Company continuing to
develop its international sales and marketing activities.

Salaries & Benefits-For the 2007 Quarter, salaries and benefits
decreased 1% to $83,727 from $84,549 for the 2006 Quarter.  For the 2007
Period, salaries and benefits decreased 12% to $166,404 from $189,006 for
the 2006 Period.  The 2007 Period decrease was due to the elimination of
the international sales position that has been vacant since February 2006.

Advertising and Selling - The Company has recorded minimal expenses for
advertising throughout the 2007 and 2006 operating years.  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 43% to $83,255 for the 2007
Quarter as compared to $58,115 for the 2006 Quarter.  These expenses also
increased 2% to $142,066 for the 2007 Period as compared to $139,908 for
the 2006 Period.  These increases were primarily due to travel, patent
costs and regulatory expenses as the Company continues to expand its
clinical trails process and protect its patent portfolio.  Small
increases to other accounts such as insurance have been offset by
decreases in utilities and administrative charges.

Professional Fees - Expenses increased 87% to $171,792 for the 2007
Quarter as compared to $92,014 for the 2006 Quarter and increased 4%
to $240,213 for the 2007 Period as compared to $231,847 for the 2006
Period.  The increases were primarily due to increased legal fees
associated with the preferred stock sale and related line of credit
financing transactions that closed during the 2007 Quarter.  The
increases in legal fees have been offset by the savings generated
from the resignation of the former CEO and CFO on April 20, 2007.  No
fees were recorded for these positions during 2007 resulting in a
savings of $48,000 for the 2007 Quarter and $96,000 for the 2007 Period.

Research and development - Expenses decreased 68% to $17,001 for the
2007 Quarter as compared to $52,801 for the 2006 Quarter and decreased
66% to $34,002 for the 2007 Period as compared to $99,802 for the 2006
Period.  Allocations for payroll expenses have remained unchanged over
these periods.  However, the resignation of the former CEO has resulted
in a decreased quarterly allocation of $30,000 from professional fees
to research and development activities.

Depreciation and Amortization - Expenses decreased 4% to $7,554 for
the 2007 Period as compared to $7,893 for the 2006 Period as older
equipment has now become fully depreciated.

Total Operating Expenses - In summary, operating expenses increased
24% to $360,076 for the 2007 Quarter as compared to $291,304 for the
2006 Period.  However, operating expenses decreased 12% to $590,763
for the 2007 Period as compared to $668,504 for the 2006 Period.  The
Company has controlled its administrative, marketing, and payroll
expenses while continuing to fund legal expenses for operational,
regulatory and patent matters.

Income (Loss) from Operations-The loss from operations for the 2007
Quarter was $(290,076) or $(0.00) cents per share as compared to a
net loss from operations of $(293,110) or $(0.01) cents per share for
the 2006 Quarter.

                 Liquidity and Capital Resources

As of June 30, 2007, the Company had a cash balance of $27,603 and a
working capital deficit of $(4,090,170) as compared to a cash balance
of $14,545 and a working capital deficit of $(4,693,711) at
December 31, 2006.

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.  In addition, without the
required regulatory approvals, the value of the Company's inventory
could become impaired.

The Company has significant 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.

On April 20, 2007 the Company entered into a Series B Convertible
Preferred Stock Purchase Agreement (the "Purchase Agreement") with
GEM SurgiLight Investors LLC ("GEM Investors"), pursuant to which
GEM purchased 9,500,000 shares of the Company's Series B Convertible
Preferred Stock for a price per share of $.05263 and an aggregate
purchase price of $500,000.

On April 20, 2007 the Company and GEM Investors entered into a Secured
Line of Credit Loan Agreement whereby the Company will have the right
to borrow up to $2,500,000 from GEM.  All loans made by GEM Investors
to the Company shall accrue interest on the principal amount at a rate
of twelve percent (12%) per annum.  In the event of a default under the
Loan Agreement, the interest rate shall increase to seventeen (17%)
percent.  The Loan is also evidenced by a Promissory Note dated April
20, 2007 in the aggregate principal amount of $2,500,000 (the "Note").
No payment of principal or interest is due until October 20, 2007, with
payments thereafter as determined by the Board of Directors of the
Company and GEM Investors, provided that the final payment of all
obligations of the Company to GEM Investors shall be due no later
than April 20, 2012.

At June 30, 2007 the Company has incurred total indebtedness under the
secured line of credit of $687,103.  GEM Investors' obligation to loan
additional funds to the Company is conditioned on several factors,
including, but not limited to (i) the approval of GEM Investors, (ii)
the Company not being in default under the Loan Agreement or any other
agreement between the Company and GEM Investors and (iii) no material
adverse changes in the financial condition of the Company.  Proceeds
from the sale of the of the Series B Convertible Preferred Stock and
the Loan have been used to repay former CEO Colette Cozean and former
CFO Stuart Michelson a portion of amounts owed them by the Company
and for general working capital.

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


                          RISK FACTORS

Lack Of Liquidity

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

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

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

Substantial Indebtedness

We have a substantial amount of indebtedness.  As of June 30, 2007
the total indebtedness was $5,272,419 (including accounts payable
and accrued expenses of $2,904,111, short-term notes payable
comprised of $213,009 in loans from shareholders and other
investors, $422,042 in payments for legal services, customers
deposits of $120,000, long term line of credit debt of $525,103
and the $1,088,154 remaining from the conversion of the convertible
debenture issued to GEM Fund.

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, 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, or at all.

Dilution

The Series B Convertible Preferred Stock issued to GEM Investors
in April 2007 is convertible into 55% of the outstanding shares of
common stock on a fully diluted basis at the time of conversion.
In addition, in May 2007, the Company agreed to convert $319,217 in
interest owed to GEM Fund into 25,537,360 shares of common stock
(of which 3,958,752 were issued and the balance are issuable upon
an increase in the authorized number of shares of common stock
through an amendment to our Articles of Incorporation).  The
issuance of shares upon conversion of the GEM Fund debentures,
including an additional 11,697,652 shares intended for the GEM
Fund, 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 Fund or Knobbe, Marten, Olsen & Bear, L.L.P,
(the "Investors") of the common stock acquired from conversion of
past 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 days 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 August 14, 2007, 60,000,000 shares of common stock, options
to purchase 3,590,616 shares of common stock and 3,472,222 warrants
were outstanding.  Furthermore, we may issue additional options for
up to an additional 1.8 million shares of common stock pursuant to
the 2001 Stock Option Plan, and we can also issue additional warrants
and grant additional stock options to our employees, officers,
directors and consultants, all of which may further dilute our
net tangible book value per share.

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

Because of the limited trading market for our common stock, and
because of the possible price volatility, investors may not be
able to sell our shares of common stock when they desire to do
so.  Through the twelve months ended December 31, 2006, our stock
price ranged from a high of $0.04 to a low of $0.01 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.

The Company's 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.

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.  During November 2006, the Company
was involved in an inspection and received a Form 483 notice.  The
Company has responded to this notice.  The Company and its clinical
investigators were involved in numerous inspections in 2003 and
January 2004, which resulted in additional Form 483s and Warning
Letters, some of which have since been resolved.

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

The sale of our medical products involves the inherent risk of
product liability claims.  We do not know whether claims against us
arising with respect to our products will be successfully defended
against liabilities arising from these claims.

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
12/31/06).  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 Pink Sheets LLC.  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.  We had been quoted on the OTCBB until May 24, 2007,
but became quoted on the Pink Sheets due to our delinquency in
filing the 2006 Annual Report on Form 10KSB and this quarterly
report on Form 10QSB for the quarter ended March 31, 2007.  We
intend to file our periodic reports with the SEC on a timely
basis now that we have had a change of control.

Forward-Looking Statements

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

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

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

                               ITEM 3
                      Controls and Procedures

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

There have been no significant changes in internal controls over
financial reporting (as defined in Rule 13a-15(f)) during the three
months ended June 30, 2007 that materially affected, or are reasonably
likely to materially affect, our internal controls over financial
reporting.

                                PART II
                                -------

                           OTHER INFORMATION

Item 1. Legal Proceedings

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, a predecessor to
SurgiLight.  Discovery is on going.  The Company, based on advice of its
counsel, is vigorously defending itself against this claim.

Robert Maddox - On May 19, 2006, the Company received a breach of
warranty of merchantability complaint from Robert Maddox, claiming damages
in excess of $160,000 from his purchase of a laser system from a former
international distributor of the Company.  The Company, based on advice
of its counsel, is vigorously defending itself against this claim.

GEM Convertible Debenture - During January 2003, GEM Global Yield Fund,
Ltd. ("GEM Fund") notified the Company of its intent to convert the
remaining balance on its convertible debenture (purchased in 2000) to
stock effective January 2003.  In April 2003 GEM Fund and the Company
agreed for GEM Fund to convert the remaining $2 million debenture to
common stock at a price of $0.093.  GEM Fund initially converted shares
equal to nineteen and nine-tenths percent (19.9%) of the total issued
and outstanding shares of the Company's common stock on April 11, 2003
and was also granted possession of the shares that were originally
escrowed as part of the 2000 debenture agreement.

In June 2004, GEM Fund 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 Fund additional shares under its convertible debenture, which the
Company is unable to accommodate until additional shares are authorized
by the shareholders.  The Company filed a cross-complaint alleging that
GEM Fund violated Securities Statutes 16(b).  On April 20, 2007 the
Company and GEM Fund agreed to settle the dispute and a Stipulation
of Dismissal with Prejudice was filed with the District Court for the
Southern District of New York.  As part of that settlement, the
Company remains obligated to issue the remaining shares to satisfy
the $1,088,154 liability once additional common shares are authorized
by an amendment to the Company's Articles of Incorporation.  On
August 3, 2007 the Company filed a Preliminary Information Statement
with the SEC providing notification of such an amendment.

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 received a temporary injunction
that prohibits Mr. Lin from contesting the ownership of 33 patents or
patent applications worldwide.  In December 2005, the European patent
office, in recording the Company's assignment of a certain patent,
rejected Dr. Lin's claims with regard to that patent.  It was the
only assignment he had attempted to contest.

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 August 14, 2007, 60,000,000 shares of common stock, options to
purchase 3,590,616 shares of common stock and 3,472,222 warrants
were outstanding, and, as far as we can determine, were held of
record by approximately 231 persons.

Sale of Preferred Stock-On April 20, 2007 the Company entered
into a Series B Convertible Preferred Stock Purchase Agreement
(the "Purchase Agreement") with GEM SurgiLight Investors LLC
("GEM Investors"), pursuant to which GEM purchased 9,500,000
shares of the Company's Series B Convertible Preferred Stock
for a price per share of $.05263 and an aggregate purchase price
of $500,000.

Purchase of Common Stock-During May 2007, GEM Investors
purchased 3,052,000 shares of common stock from the United
States Marshall's Office, at a purchase price of $.01 per share.

Issuance of Common Shares - On May 25, 2007 the Company issued
3,958,742 shares of common stock as a partial payment to GEM
Fund on the interest that has accrued on the defaulted $1,088,154
note payable balance.  Once this issuance was completed, the
Company had issued all 60,000,000 authorized shares of its common
stock.

Item 3. Defaults Upon Senior Securities
None.

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

On August 3, 2007 the Company filed a Preliminary Information
Statement 14C notifying the SEC and shareholders of the following:

    On April 19, 2007, the Board of Directors of the Company approved
    an amendment to the Articles of Incorporation of the Company
    ("the Amendment").  The holders of an aggregate of 36,753,933
    shares of capital stock entitled to vote, representing approximately
    52.9% of the 69,500,000 shares of the total issued and outstanding
    shares of voting stock of the Company approved the actions on
    July 17, 2007 by written consent in lieu of a meeting, in
    accordance with Title XXXVI, Chapter 607 of the Florida Statutes.

    The Amendment provides that (a) the maximum number of shares of
    stock that the Company shall be authorized to have outstanding
    at any time shall be increased to three hundred million
    (300,000,000) shares of common stock at par value of $0.0001
    with no preemptive rights and (b) the voting rights of the blank
    check preferred stock will be changed to remove a voting
    restriction on the Company's preferred stock.

    Pursuant to Rule 14c-2 under the Exchange Act, the effective
    date of the action stated shall not occur until a date at least
    twenty (20) days after the date on which the Information Statement
    has been mailed to the Company's stockholders.  The mailing date is
    estimated to be on or about August 13, 2007.

Item 5. Other Information
None.

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

31.1	Certification of CEO Pursuant to 18 U.S.C. 1350, Section 302

31.2	Certification of CFO Pursuant to 18 U.S.C. 1350, Section 302

32.1	Certification Pursuant to 18 U.S.C.1350, Section 906

(b)	Reports
None.


                                     SIGNATURES

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

   Date: August 14, 2007


     /s/ Timothy J. Shea
     -------------------
     Timothy J. Shea, President, COO, Secretary

     /s/ Mark Murphy
     --------------------
     Mark Murphy, CFO





                                                          Exhibit 32.1

                   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, Timothy Shea, 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, 2007 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, Inc.

						/s/ Timothy Shea
                                                ----------------
                                                Timothy Shea
                                                President
                                                August 14, 2007

I, Timothy Shea, 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, 2007 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, Inc.

						/s/ Mark Murphy
                                                ----------------
                                                Mark Murphy
                                                CFO
                                                August 14, 2007


                                                   Exhibit 31.1
                          CERTIFICATION

I, Timothy Shea, 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/ Timothy Shea
      ----------------
      Timothy Shea
      President
      August 14, 2007


                                                          Exhibit 31.2
                                  CERTIFICATION

I, Mark Murphy, 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/ Mark Murphy
      ---------------
      Mark Murphy
      CFO
      August 14, 2007