UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A


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

For the quarterly period ended March 31, 2004




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
June 30, 2004 was 45,326,847





SURGILIGHT CORPORATION AND SUBSIDIARIES

QUARTER ENDED MARCH 31, 2004

INDEX


PART I - FINANCIAL INFORMATION

ITEM 1 - Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets as of
March 31, 2004 (unaudited) and December 31, 2003.

Condensed Consolidated Statements of Operations for the
three months ended March 31, 2004 and 2003 (unaudited).

Condensed Consolidated Statements of Cash Flows for the
three monthsended March 31, 2004 and 2003 (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




Part I.  FINANCIAL INFORMATION
ITEM 1.  Financial Statements


Basis for Amendment

The Company originally filed a 10-QSB containing financial
statements and other financial information on May 14, 2004
for the three months ended March 31, 2004 that had not
been, as of that date, reviewed by our independent
 accountants.  The Company is hereby filing this 10-QSB/A
now that the review process by the independent accountants
has been completed.

There have been no materials changes in any of the
information presented in this Amendment.  However, the net
income for the period has been adjusted downward by $22,088
due to the recording of additional transactions after the
original filing date of May 14, 2004.

The Company has changed, effective June 10, 2004, its
independent accountant from Moore Stephens Lovelace, P.A.
to Richard L. Brown & Company, P.A.  The change in
accountants was recommended and approved by the audit
committee of the Board of Directors.

The independent accountant's reports on the financial
statements for each of the past two fiscal years contained
no adverse opinion or a disclaimer of opinion, nor was
qualified or modified as to uncertainty, audit scope, or
accounting principles, except for the expression of
substantial doubt about the Company's ability to continue
as a going concern.

During the two most recent fiscal years and all subsequent
interim periods preceding its resignation, there were no
disagreements with Moore Stephens Lovelace, P. A. on any
matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Moore
Stephens Lovelace, P. A. would have caused it to make
reference to the subject matter of the disagreements in
connection with its report.










To the Board of Directors
SurgiLight, Inc.
Orlando, Florida


We have reviewed the condensed balance sheet of SurgiLight,
Inc. as of March 31, 2004 and the related condensed
statements of operations, stockholders equity, and cash
flows for the three-month periods ended March 31, 2004.
These financial statements are the responsibility of
the company's management.

We conducted our review in accordance with standards
established by the American Institute of Certified Public
Accountants.  A review of interim financial information
consists principally of applying analytical procedures and
making inquiries of persons responsible for financial and
accounting matters.  It is substantially less in scope
than an audit conducted in accordance with generally
accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements
taken as a whole.  Accordingly, we do not express such an
opinion.

Based on our review, we are not aware of any material
modifications that should be made to the condensed
financial statements referred to above for them to be in
conformity with accounting principles generally
accepted in the United States of America.

As discussed in Note 1, Going Concern, certain conditions
indicate that the Company may be unable to continue as a
going-concern.  The accompanying financial statements do
not include any adjustments to the financial statements
that might be necessary should the Company be unable to
continue as a going-concern.


RICHARD L. BROWN AND COMPANY, P. A.


June 21, 2004
Tampa, Florida


<table>
<caption>
                                           SURGILIGHT, INC.
                             CONDENSED CONSOLIDATED BALANCE SHEETS


                                        <c>          <c>
            ASSETS
                                           March 31,    December 31,
                                              2004          2003
                                         -----------    ------------
                                         (unaudited)
Current assets:
    Cash                                 $   27,592       $ 31,420
    Accounts receivable trade, less
allowances for doubtful accounts
of $161,995                                 532,460        132,459
    Inventories                             360,000        360,000
    Prepaid data collection fees            491,500        466,500
    Employee advances                        85,332         38,913
    Prepaid expenses                         58,996         40,331
                                          ---------     ----------
       Total current assets               1,555,880      1,069,623

Property and equipment, net of
accumulated depreciation of
$17,875 and $16,897                          19,416         20,394

Other assets:
    Long-term inventories                 4,244,363      4,424,364
    Intangible assets, net of
accumulated amortization of
$348,348 and $345,849                       215,032        217,531
                                         ----------     ----------
       Total assets                      $6,034,691     $5,731,912
                                         ==========     ==========

                    LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable and
accrued expenses - third parties        $1,385,822     $1,144,904
    Accounts payable - related
parties                                    645,621        495,718
    Customer deposits                      455,333        755,333
    Short-term debt                        451,074        451,074
    Convertible debentures                 414,898        414,898
                                        ----------     ----------
      Total liabilities, all current     3,352,748      3,261,927

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

Commitments and Contingencies

Stockholders' equity:
    Preferred stock, $0.0001 par value;
 5,000,000 shares authorized; 47,000
issued and outstanding                          6              6
    Common stock, $0.0001 par value;
60,000,000 shares authorized; 45,126,847
issued; 45,080,712 outstanding              4,513          4,513
    Additional paid in capital         10,955,742     10,955,742
    Treasury stock, 46,135 shares
(at cost)                                (202,095)      (202,095)
    Accumulated deficit                (9,164,377)    (9,376,335)
                                       ----------     ----------
      Total stockholders' equity        1,593,789      1,381,831
                                       ----------     ----------

      Total liabilities and
   stockholders' equity                $6,034,691     $5,731,912
                                       ==========     ==========
See accompanying notes and accountants report.
</table>

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

                                        Three Months Ended
                                       March 31,    March 31,
                                         2004          2003
                                      ----------   ----------

                                    <c>         <c>
     Revenue:
        Sales of equipment             $  980,000   $  328,000
        Other                               4,228        4,286
                                       -----------  -----------
        Total Revenue                     984,228      332,286
     Cost of Sales                        198,556       35,297
                                       -----------  -----------
        Gross profit                      785,672      296,989

     Operating expenses:
        Salaries and benefits             115,339      128,637
        Advertising and marketing           2,833       46,251
        Administrative and other          135,575      118,150
        Professional fees                 222,969       80,428
        Research and development           47,001       46,999
        Interest expense                   46,520       12,711
        Depreciation                          978        6,732
        Amortization                        2,499       29,155
                                       -----------  -----------
        Total operating expenses          573,714      469,063
                                       -----------  -----------
     Income (loss) from operations        211,958     (172,074)
                                       -----------   ----------
     Provision for income tax                  -            -
                                       -----------   ----------
     Income (loss) from
    continuing operations                 211,958     (172,074)

     Discontinued operations:
        Income (loss) from operations
        of Plantation                         -           940
                                       -----------   ----------
        Net income (loss) from
        discontinued operations               -           940
                                       -----------   ----------
        Net Income (loss)              $  211,958  $ (171,134)
                                       ===========  ===========

        Basic and diluted income
(loss) per share:
         Income (loss) from
continuing operations                       0.004      (0.005)
         Income (loss) from
discontinued operations                     0.000          -
                                           -------     -------
         Net Income (loss)                  0.004      (0.005)
                                           =======     =======

Weighted average shares used in
calculating net income (loss)
per share - Basic                       45,126,847   28,985,539

Weighted average shares used in
calculating net income (loss)
per share - Fully Diluted               45,126,847   28,985,539

See accompanying notes and accountants report.
</table>

<table>
<caption>

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

                                       Three Months Ended March 31st
                                       -----------------------------
                                             2004         2003
                                           -------      -------

                                        <c>            <c>
Cash flows from operating activities:
  Net income (loss)                       $  211,958    $ (171,134)
  Adjustments to reconcile net loss to
net cash used in operating activities:
      Depreciation                               978         6,732
      Amortization                             2,499        29,155
 (Increase) decrease in assets and
liabilities, net of business
acquisitions and dispositions
      Receivables                           (400,000)     (160,362)
      Inventories                            180,000        30,000
      Prepaid data collection fees           (25,000)      (50,000)
      Employee advances                      (46,419)          971
      Prepaid expenses                       (18,665)      (33,529)
      Intangible assets                           -        (22,500)
      Accounts payable & accrued
expenses - third parties                     240,918         7,974
      Accounts payable - related
parties                                      149,903         9,379
      Customer Deposits                     (300,000)     (100,000)
 Discontinued operations                     (14,074)
                                         ------------   -----------
      Net cash used in operating
activities                                    (3,828)     (467,388)
                                         ------------   -----------

Cash flows from investing activities:
  Purchases of equipment                          -           (519)
                                         ------------   -----------
      Net cash used in investing
activities                                        -           (519)
                                         ------------   -----------

Cash flows from financing activities:
  Bank overdraft                                  -          7,305
  Repayment of debt                               -         (1,398)
  Proceeds from private placement                 -        500,000
  Repayment of debentures                         -        (38,000)
                                         ------------   -----------
      Net cash provided by
        financing activities                      -        467,907
                                         ------------   -----------
Net decrease in cash                          (3,828)           -

Cash beginning of period                      31,420            -
                                         ------------   -----------
Cash end of period                       $    27,592    $       -
                                         ============   ===========

Supplemental disclosure:
Cash paid during the period for interest $        -     $    3,560
                                         =============   ===========

See accompanying notes and accountants report.
</table>




<table>
<caption>

                               SURGILIGHT, INC.
    CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                 (Unaudited)
                   For the Three Months Ended March 31, 2004


                   
    
  
     
   

                                                          Additional
                      Preferred Stock     Common Stock      Paid-In
                        Shares  Amount   Shares   Amount    Capital
                     ---------------- ------------------   ---------
Balances at
Dec. 31, 2003           47,000    $6  45,126,847 $4,513  $10,955,742

Net income                  -      -          -      -            -
                        ------    --  ---------- ------  -----------
Balances at
March 31, 2004          47,000    $6  45,126,847 $4,513  $10,955,742
                        ======    ==  ========== ======  ===========


See accompanying notes and accountants report.
</table>


<table>
<caption>
                                SURGILIGHT, INC.
    CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)
                  For the Three Months Ended March 31, 2004


                     
      
       

                                                        Total
                               Treasury     Accum.  Stockholders
                                Stock      Deficit     Equity
                               -------- ------------ -----------
Balances at Dec. 31, 2003     $(202,095) $(9,376,335) $1,381,831

Net income                           -       211,958     211,958
                             ---------- ------------ -----------

Balances at March 31, 2004    $(202,095) $(9,164,377) $1,593,789
                              ========== ============ ==========

See accompanying notes and accountants report.
</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 comprised an operating segment of the
Company, (Plantation Laser Eye Center, "Plantation" and
American Medical Laser Services, Inc., "AMLSI") provided
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.

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, 2003 and 2002, including the notes thereto,
and the other information included in the Company's filing
on Form 10-KSB, which was filed with the Securities and

Exchange Commission, SEC, on April 14, 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, 2004.


Certain reclassifications have been made to the 2003
financial statements to conform with the 2004 presentation.

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 was as follows:  Cash - escrowed account,
$264,477.  We are not aware of any liabilities for which we
are responsible.  In January 2004, we filed suit seeking
recovery of the value of the assets transferred plus
additional statutory damages.  In February 2004, Miano
revised his claims and added certain officers and directors
of SurgiLight to the litigation.

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.

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-
QSB filed for the period ended December 31, 2003, 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 Note 1.  These financial
statements do not include any adjustments that might result
from the outcome of this uncertainty.

2.	Commitments and Contingencies
Presby Corporation - On December 5, 2001, the Company
entered into a settlement agreement with Presby Corporation
and RAS Holding Corporation regarding Presby's patent
infringement lawsuit.  The parties have agreed to an entry
of a decree that acknowledges the validity and
unforceability 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 and former
employee, has agreed to indemnify the Company against any
liabilities resulting from these actions.  On December 13,
2002, a federal grand jury in the United States District
Court found Dr. Lin guilty on charges of securities fraud
and money laundering and sentenced him to a prison term of
five years and ten months and assessed damages amounting to
$1,475,000.  On January 7, 2004 the SEC notified SurgiLight
that Dr. Lin's conviction would cover all of the
shareholder losses except $106,354.  This amount would need
to be obtained from the other defendant's including
SurgiLight.  While SurgiLight is currently in discussions
with the SEC on the terms of a settlement and seeking
relief from these damages, it has recorded this amount as
an accrued liability for the potential monies owed.

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

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 March 31, 2004 and 2003:
<table>
<caption>

             SurgiLight   Centers    SurgiLight    Centers
               3/31/04     3/31/04      3/31/03     3/31/03
             ----------   ---------   ----------   ---------

         <c>          <c>         <c>          <c>
Revenues    $      -     $     -     $  332,286   $  89,400
Cost of
goods sold         -           -         35,297      41,146
Salaries &
 benefits          -           -        128,637      18,872
Advertising
& selling          -           -         46,251         836
Administrative
& other            -           -        118,150      24,046
Professional
 fees              -           -         80,428          -
Research &
development        -           -         46,999          -
Depreciation
 & amortization    -           -         35,887          -
Net interest
expense            -           -         12,711       3,560
             ----------   ---------   ----------   ---------
Net Income
(Loss)      $      -     $     -     $ (172,074)  $     940
             ==========   =========   ==========   =========
</table>

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.  At
December 31, 2002 Mr. Miano ceased any business operations
of AMLSI and transferred the existing assets to a newly
formed entity without our consent or knowledge.  To the
best of our knowledge, the remaining asset of AMLSI at that
date was as follows:  Cash - escrowed account, $264,477.
We are not aware of any liabilities for which we are
responsible.  In January 2004, we filed suit seeking
recovery of the value of the assets transferred plus
additional statutory damages.  In February 2004, Miano
revised his claims and added certain officers and directors
of SurgiLight to the litigation.

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 assessed damages amounting to $1,475,000.  On January
7, 2004 the SEC notified SurgiLight that Dr. Lin's
conviction would cover all of the shareholder losses except
$106,354.  This amount would need to be obtained from the
other defendant's including SurgiLight.  While SurgiLight
is currently in discussions with the SEC on the terms of a
settlement and seeking relief from these damages, it has
recorded this amount as an accrued liability for the
potential monies owed.

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 $230,000 plus accrued interest.

RHI Management Resources - During January 2004, RHI
Management Resources obtained a judgment against the
Company for unpaid services in the approximate amount of
$92,000.  At the date of this filing, the Company has paid
approximately $33,000 toward this obligation.

5.	Stockholders' Equity
Stock Options - At March 31, 2004, 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 March 31
                                              2004         2003
                                           ----------   ----------
Net income (loss), as reported             $ 211,958    $(224,347)

                                        <c>          <c>
Deduct: Total stock-based compensation
expense determined under fair
value based method for all awards,
net of related tax effects.                     (840)      (1,033)


Net income (loss), pro forma               $ 211,118    $(225,380)


Income (loss) per share:
   Basic and Diluted - as reported         $   0.004    $  (0.005)
   Basic and Diluted - pro forma           $   0.004    $  (0.005)
</table>


6.	Related Party Transactions
Premier Laser Systems - As of March 31, 2004, the Company's
short-term debt balance 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 $167,375 as a commission from sale of Premier
assets of which $81,125 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 and accounts payable and accrued expenses
- 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 related to a proposed
refinancing of the Company's debt.  In addition, the
accounts payable balance of approximately $496,000 as of
March 31, 2004 owed to Dr. Cozean is also covered by this
loan agreement.  The balance due Colette Cozean is recorded
in accounts payable and accrued expenses - related party.
During April 2003, CFO Michelson loaned an additional
$6,000 to the Company which was used to fund operating
expenses.  At March 31, 2004 the balance of accounts
payable and accrued expenses due to CFO Michelson was
approximately $59,000.  This balance is recorded in
accounts payable and accrued expenses - related party.  UCC
forms were filed to secure these loans with a lien on the
Company's intangible assets.  Timothy Shea, President and
Chief Operating Officer is due approximately $90,000 which
is recorded in accounts payable and accrued expenses -
related party at March 31, 2004.

Termination of Asia Vision Distribution Agreement - On May
 7, 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.

7.	Inventories
The components of inventories at March 31, 2004 and
December 31, 2003 are summarized as follows:
<table>
(caption>
                                            March 31    December 31,
                                              2004         2003
                                           ----------   ----------

                                        <c>          <c>
Raw Materials                              $1,650,704   $1,650,704
Work in progress                              299,175      299,175
Finished goods                              2,654,484    2,234,485
                                           ---------    ----------
Total Inventory                            $4,604,363   $4,784,364
</table>


Management has reclassified $4,424,363 of the Company's
inventory to long-term assets in the accompanying balance
sheets to reflect inventory to be consumed beyond the
 current operating cycle.


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 March 31, 2004 (2004 Quarter) increased by
199% to $980,000 from $328,000 for the quarter ended
March 31, 2003 (2003 Quarter).  The 2004 Quarter increase
in revenue is primarily due to increased international
sales of the OptiVision Laser.

Salaries & Benefits - Expenses decreased 10% to $115,339
for the 2004 Quarter as compared to $128,637 for the 2003
Quarter due to a reduction in the cost of contractual
temporary services.  The reduction was offset by an
increase in commissions due on revenue collections.

Advertising and Selling - Expenses decreased 94% to $2,833
for the 2004 Quarter as compared to $46,251 for the 2003
Quarter.  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 15% to
$135,575 for the 2004 Quarter as compared to $118,150 for
the 2003 Quarter.

Professional Fees - Expenses increased 177% to $222,969 for
the 2004 Quarter as compared to $80,428 for the 2003
Quarter.  The increase is attributed to legal services for
regulatory matters, patent legal billings, and international patent filing fees.

Research and development - Expenses remained the same at
$47,001 for the 2004 Quarter as compared to the 2003
Quarter as payroll and consultant expense allocations have
remained unchanged over these periods.

Interest Expense - Interest expense increased 266% to
$46,520 for the 2004 Quarter as compared to $12,711 for the
2003 Quarter due to the interest accruals for the
GEM note payable that is in default and for convertible
debenture that matured on December 31, 2002 that has not
yet been redeemed.

Depreciation and Amortization - Expenses decreased 90% to
$3,477 for the 2004 Quarter as compared to $35,887 for the
2003 Quarter.  The decrease in depreciation resulted
primarily from the December 31, 2003 write-off of the
Company's laboratory equipment.  In addition, $315,000 of
loans costs became fully amortized at December 31, 2003.

Total Operating Expenses - In summary, expenses increased
18% to $551,626 for the 2004 Quarter as compared to
$469,063 for the 2003.  The Company has controlled its
administrative, marketing, and payroll expenses as
significant additional legal expenses were required for
regulatory and patent matters.

Net Income (Loss) from Continuing Operations - The net
income from continuing operations for the 2004 Quarter was
$211,958 or 0.004 cents per share as compared to a net loss
of $(172,074) or (0.005) cents per share for the 2003
Quarter.  The favorable turn around over the stated periods
is a direct result of the increase in international sales
and a decrease in most expense categories that was offset
by increased legal fees.

Liquidity and Capital Resources

As of March 31, 2004, we had a bank balance of $27,592 and
a working capital deficit of $(1,796,869) as compared to a
cash balance of $31,420 and a working capital deficit of
$(2,192,304) at December 31, 2003.  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 March
31, 2004 the total indebtedness was $4,411,248 (including
accounts payable and accrued expenses of $2,001,789, a
convertible debenture of $414,898, and short-term notes
payable comprised of the remaining balance on the Premier
acquisition of $175,000, line-of-credit of $230,074,
$46,000 in loans from shareholders, customer deposits of
$455,333 and the $1,088,154 remaining from the GEM
convertible debenture conversion).  The GEM note payable
will be satisfied with an equity issuance when
the shareholders authorize additional common stock.

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 and
the Company is gradually repaying the debt.  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.

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
issuance of shares to the Investors may therefore dilute
the equity interest of existing stockholders and could have
an adverse effect on the market price of the common stock.


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

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

As of March 31, 2004, approximately 45,126,847 shares of
common stock, 2,083,500 stock options, and 3,572,222
warrants were outstanding.  Furthermore, we may issue
additional options for up to an additional 1.8 million
shares of common stock pursuant to the 2002 Stock Option
Plan, and we can also issue additional warrants and grant
additional stock options to our employees, officers,
irectors 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 assessed damages of $1.475
million.  On January 7, 2004 the SEC notified SurgiLight
that Dr. Lin's conviction would cover all of the
shareholder losses except $106,354.  This amount would need
to be obtained from the other defendant's including
SurgiLight.  While SurgiLight is currently in discussions
with the SEC on the terms of a settlement and seeking
relief from these damages, it has recorded this amount as
an accrued liability for the potential monies owed.

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.  At
December 31, 2002 Mr. Miano ceased any business operations
of AMLSI and transferred the existing assets to a newly
formed entity without our consent or knowledge.  To the
best of our knowledge, the remaining asset of AMLSI at that
date was as follows:  Cash - escrowed account, $264,477.
We are not aware of any liabilities for which we are
responsible.  In January 2004, we filed suit seeking
recovery of the value of the assets transferred plus
additional statutory damages.  In February 2004, Miano
revised his claims and added certain officers and directors
of SurgiLight to the litigation.

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 assessed damages of $1.475 million.  On January 7, 2004
the SEC notified SurgiLight that Dr. Lin's conviction would
cover all of the shareholder losses except $106,354.  This
amount would need to be obtained from the other defendant's
including SurgiLight.  While SurgiLight is currently in
discussions with the SEC on the terms of a settlement and
seeking relief from these damages, it has recorded this
amount as an accrued liability for the potential monies
owed.

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 $230,000 plus accrued interest.

RHI Management Resources - During January 2004, RHI
Management Resources obtained a judgment against the
Company for unpaid services in the approximate amount of
$92,000.  At the date of this filing, the Company has paid
approximately $33,000 toward this obligation.

Item 2. Changes in Securities

As of March 31, 2004, approximately 45,080,712 shares of
common stock, 2,083,500 stock options, and 3,572,222
warrants were outstanding, and, as far as we can determine,
were held of record by approximately 1,700 persons,
including significant amounts of stock held in street name.

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 $230,000 plus accrued interest.

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: June 30, 2004
/s/ Timothy J. Shea
Timothy J. Shea, President


/s/ Colette Cozean
Colette Cozean, CEO, Chairwoman, Board of Directors


/s/ Stuart Michelson
Stuart Michelson, CFO, Member Board of Directors


/s/ John Varley
John Varley, Member Board of Directors


/s/ Daniel Valente
Daniel Valente, Member Board of Directors


/s/ Lee Chow
Lee Chow, Member Board of Directors


/s/ Robert Freiberg
Robert Freiberg, Member Board of Directors


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


/s/ Sylvia Norton
Sylvia Norton, Member Board of Directors


/s/ Edward Tobin
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
March 31, 2004, 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: 	June 30, 2004







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
March 31, 2004, 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: 	June 30, 2004




CERTIFICATION PURSUANT TO RULE 13a 14(a)/15D-14(a)
and SECTION 302 OF THE SARBANES-OXLEY ACT

I, Colette Cozean, certify that:

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

2. Based on my knowledge, this quarterly 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 quarterly report; and

3. Based on my knowledge, the financial statements, and
other financial information included in this quarterly
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 quarterly report.

4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and have:

A) DESIGNED SUCH DISCLOSURE CONTROLS AND PROCEDURES 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 QUARTERLY
REPORT IS BEING PREPARED;

b) Evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90
days prior to the filing date of this quarterly report
(the "Evaluation Date"); and

c) Presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;

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

a) All significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and

b) Any fraud, whether or not material, that involves
management or other employees who have a significant role
in the registrant's internal controls; and

6. The registrant's other certifying officers and I have
indicated in this quarterly report whether there were
significant changes in internal controls or in other
factors that could significantly affect internal
controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.


______Colette Cozean, Ph.D.__
_____CEO____________________
Dated: 	June 30, 2004





CERTIFICATION PURSUANT TO RULE 13a 14(a)/15D-14(a)
and SECTION 302 OF THE SARBANES-OXLEY ACT

I, Stuart Michelson, certify that:

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

2. Based on my knowledge, this quarterly 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 quarterly report; and

3. Based on my knowledge, the financial statements, and
other financial information included in this quarterly
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 quarterly report.

4. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and have:
a) Designed such disclosure controls and procedures 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 quarterly
report is being prepared;

b) Evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90
days prior to the filing date of this quarterly report (the
"Evaluation Date"); and

c) Presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;

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

a)	All significant deficiencies in the design or
operation of internal controls which could adversely affect
the registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in
internal controls; and

b) Any fraud, whether or not material, that involves
management or other employees who have a significant role
in the registrant's internal controls; and

6. The registrant's other certifying officers and I have
indicated in this quarterly report whether there were
significant changes in internal controls or in other
factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation,
including any corrective actions with regard to
significant deficiencies and material weaknesses.
s

____Stuart Michelson, Ph.D._____
____CFO__________________
Dated: 	June 30, 2004