UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A (Amendment #1)


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

For the quarterly period ended September 30, 2002




Commission file number  0-24897

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

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

12001 Science Drive, Suite 140, Orlando, FL 32826
(Address of principal executive offices)

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

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


Number of shares outstanding of common equity, as of
November 20, 2003 was 45,080,712

<page>



EXPLANATORY NOTE
This Amendment on Form 10-QSB/A constitutes Amendment No. 1 to the
Quarterly Report on Form 10-QSB for the period ended September 30,
2002, which was previously filed with the Securities and Exchange
Commission (SEC) on December 3, 2002 (the Quarterly Report).
In its Form 10-KSB for the year ended December 31, 2002, the Company
determined that contingencies related to certain sales contracts
precluded current recognition of revenue on those sales.  As a
result, the Company recorded an $835,223 adjustment in its financial
statements for the year ended December 31, 2002.  Of the total
$835,223, $480,223 related to the first quarter ended March 31,
2002, $105,000 related to the second quarter ended June 30, 2002,
and $105,000 related to the third quarter ended September 30, 2002.
Additionally, this 10-SBQ is also being amended to provide
supplementary discontinued operations information as a result of the
Board of Director's determination as of October 1, 2002 to divest
itself of the Plantation and AMLSI operating segments.  The format
of this presentation now coincides with the required 2003
presentation.  This amendment relates solely to the matters
discussed above and does not reflect events occurring after the
original filing date of December 31, 2002.
The accompanying unaudited condensed consolidated financial
statements of SurgiLight, Inc., and its wholly owned subsidiaries
have been prepared in accordance with generally accepted accounting
principles for interim financial information in response to the
requirements of Article 10 of Regulation S-X and the instructions of
Form 10-QSB.  Accordingly, they do not contain all of the
information and footnotes required by accounting principles
generally accepted in the United States of America.  Management
believes the accompanying unaudited condensed consolidated financial
statements reflect all adjustments (consisting only of normal
recurring adjustments) considered necessary for a fair presentation
of the Company's financial position and the results of its
operations and its cash flows for the interim periods presented.
These financial statements should be read in conjunction with the
audited financial statements as of December 31, 2002 and 2001,
including the notes thereto, and the other information included in
the Company's filing on Form 10-KSB, which was filed with the
Securities and Exchange Commission, SEC, on May 19, 2003.  Current
year information can be obtained by reviewing the 10-QSB for the
quarter ended March 31, 2003 filed with the SEC on May 28, 2003 and
the 10-QSB for the quarter ended June 30, 2003 filed with the SEC on
October 6, 2003.

<page>



SURGILIGHT CORPORATION AND SUBSIDIARIES

QUARTER ENDED SEPTEMBER 30, 2002

INDEX


PART I - FINANCIAL INFORMATION

ITEM 1 - Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets as of
September 30, 2002 (unaudited).

Condensed Consolidated Statements of Operations for the three
and nine months ended September 30, 2002 and 2001 (unaudited).

Condensed Consolidated Statements of Cash Flows for the three
 and nine months ended September 30, 2002 and 2001 (unaudited).

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

Notes to Unaudited Condensed Consolidated Financial Statements.

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

ITEM 3 - Controls and Procedures.

PART II - OTHER INFORMATION

ITEM 1 - Legal Proceedings

ITEM 2 - Changes in Securities

ITEM 3 - Defaults upon Senior Securities

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

ITEM 5 - Other Information

ITEM 6 - Exhibits and Reports on Form 8-K

<Page>


Part I.  FINANCIAL INFORMATION
ITEM 1.  Financial Statements
<page>
<table>
<caption>
                                           SURGILIGHT, INC.
                             CONDENSED CONSOLIDATED BALANCE SHEETS
                                           September 30, 2002

                                                                    <c>
                                   ASSETS
                                                                       (unaudited)
                                                                       -----------
Current assets:
    Cash                                                               $   28,667
    Cash and cash equivalent - Limited as to use                          469,234
    Accounts receivable trade, less allowances for
       doubtful accounts of $133,000                                      465,173
    Accounts receivable - other                                           241,000
    Inventories                                                           927,453
    Notes receivable                                                       70,000
    Other current assets                                                  417,121
                                                                        ----------
       Total current assets                                             2,618,648

Property and equipment, net of accumulated
    depreciation of $555,287                                              687,166

Other assets:
    Long-term inventories                                               4,014,296
    Intangible assets, net of accumulated
       amortization of $271,165                                           625,150
                                                                       ----------
       Total assets                                                    $7,945,260
                                                                       ==========

                    LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable and accrued expenses                              $  750,329
    Customer deposits                                                     835,334
    Short-term debt                                                       843,628
                                                                       ----------
      Total current liabilities                                         2,429,291

Long-term liabilities:
    Long-term debt                                                        123,812
    Convertible debentures                                              2,432,011
                                                                       ----------
      Total long-term liabilities                                       2,555,823
                                                                       ----------
      Total liabilities                                                 4,985,114

Commitments and Contingencies

Stockholders' equity:
    Common stock, $0.0001 par value; 60,000,000 shares authorized;
       28,925,996 issued and 28,879,861 outstanding                         2,893
    Convertible Preferred stock, $0.0001 par value;
       62,000 issued and outstanding                                            7
    Additional paid in capital                                          9,256,329
    Treasury stock, 46,135 shares (at cost)                              (202,094)
    Accumulated deficit                                                (6,096,989)
                                                                       ----------
      Total stockholders' equity                                        2,960,146
                                                                       ----------
      Total liabilities and stockholders' equity                       $7,945,260
                                                                       ==========
See accompanying notes to unaudited condensed consolidated financial statements.
</table>
<page>
<table>
<caption>
                               SURGILIGHT, INC.
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

                                         <c>          <c>          <c>          <c>
                                          Three Months Ended         Nine Months Ended
                                              Sept. 30,    Sept. 30,   Sept. 30,     Sept. 30,
                                                2002         2001         2002          2001
                                              --------      --------    --------      --------
Revenue:
   Sales of equipment                       $  125,000   $  110,000   $1,175,778   $   41,160
   Other                                        74,099      691,341      104,529    1,923,181
                                            -----------  -----------  -----------  -----------
   Total Revenue                               199,099      801,341    1,280,307    1,964,341
Cost of Sales                                   30,556      322,583      163,975      562,583
                                            -----------  -----------  -----------  -----------
   Gross profit                                168,543      478,758    1,116,332    1,401,758

Operating expenses:
   Salaries and benefits                       157,725      296,994      475,794      716,817
   Advertising and selling                      41,719       24,728      169,948       77,807
   Administrative and other                     96,794      482,157      358,442      721,270
   Professional fees                            34,514      266,318      196,107      617,726
   Research and development                     47,001           -       142,942           -
   Interest expense                              8,387      109,149       19,725      101,150
   Depreciation                                     -       828,382       76,990    1,020,618
   Amortization                                 26,325       45,315       78,975      134,655
                                            -----------  -----------  -----------  -----------
   Total operating expenses                    412,465    2,053,043    1,518,923    3,390,043
                                            -----------  -----------  -----------  -----------
Income (loss) from operations                 (243,922)  (1,574,285)    (402,591)  (1,988,285)

Other income/expenses:
   Gain on sale of equipment                    16,434           -       228,889           -
                                            -----------   ----------  -----------   ----------
Income (loss) before
    income taxes                              (227,488)  (1,574,285)    (173,702)  (1,988,285)
Provision for income tax                            -            -            -            -
                                            -----------   ----------   ----------   ----------
Income (loss) from
     continuing operations                    (227,488)  (1,574,285)    (173,702)  (1,988,285)

Discontinued operations:
   Income from operations
      of AMLSI                                  66,028           -       200,222           -
   Income (loss) from operations
      of Plantation                            (33,158)          -       (39,089)          -
                                            -----------   ----------   ----------   ----------
   Net income from
   discontinued operations                      32,870           -       161,133           -
                                            -----------   ----------   -----------   ----------
   Net Income (loss)                        $ (194,618) $(1,574,285)  $  (12,569) $(1,988,285)
                                            ===========  ===========  ===========  ===========

   Basic income (loss) per share:
    Income (loss) from continuing operations    (0.008)      (0.069)    (0.006)       (0.090)
    Income (loss) from discontinued operations   0.001        0.000      0.006         0.000
                                                -------      -------    -------       -------
    Net Income (loss)                           (0.007)      (0.069)     0.000        (0.090)
                                                =======      =======    =======       =======

  Weighted average shares used in calculating
  net income (loss) per share - Basic         28,985,539   22,672,940  28,741,962   21,994,313


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

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

                                                    <c>          <c>
                                                               Nine Months Ended Sept. 30th
                                                              -----------------------------
                                                           2002         2001
                                                         -------     --------

Cash flows from operating activities:
  Net income (loss)                                           $   (12,569)  $(1,988,285)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
      Depreciation                                                228,531     1,155,273
      Amortization                                                 78,795            -
      Gain on sale of equipment                                  (228,889)           -
      Net issuance of stock in non-cash transactions              236,029        19,984
      Provision for doubtful accounts                                  -        (48,268)
 (Increase) decrease in assets and liabilities:
      Receivables                                                (473,481)      236,037
      Inventories                                                 101,686      (273,309)
      Other assets and liabilities                               (136,356)   (1,423,932)
                                                             -------------  ------------
      Net cash used in operating activities                      (206,254)   (2,322,500)
                                                             -------------  ------------

Cash flows from investing activities:
  Notes receivable                                                     -         95,235
  Purchases of equipment                                          (13,440)      (54,601)
  Proceeds from sale of assets                                    332,000            -
  Payments for patents                                                 -        (22,000)
                                                             -------------  ------------
      Net cash provided by
         investing activities                                     318,560        18,634
                                                             -------------  ------------

Cash flows from financing activities:
  Purchase of treasury stock                                           -         (5,287)
  Repayment of debt                                               (98,132)           -
  Proceeds from long-term debt                                         -        700,493
  Proceeds from debentures                                         45,655            -
  Proceeds from sale of stock                                          -        105,970
                                                             -------------  ------------
      Net cash provided by (used in)
        financing activities                                      (52,477)      801,176
                                                             -------------  ------------
Net increase in cash                                               59,829    (1,502,690)
Cash and cash equivalents and cash and cash equivalents,
  limited as to use, beginning of period                          438,072     1,773,701
                                                             -------------  ------------
Cash and cash equivalents and cash and cash equivalents,
  limited as to use, end of period                            $   497,901  $    271,011
                                                             ============== ============

Supplemental disclosure:
Cash paid during the period for interest                      $    54,493    $    9,000
                                                             ============== ============

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




<Page>
<table>
<caption>



                          SURGILIGHT, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)
           For the Three Months Ended September 30, 2002

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

                                                                      Additional
                                    Common Stock     Preferred Stock   Paid-In
                                  Shares     Amount   Shares Amount    Capital
                               --------------------  ---------------  ----------
Balances at June 30, 2002      29,017,296    $2,902    62,000   $7   $ 9,272,753

EMX return of stock               (91,300)       (9)       -     -       (16,424)

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

Balances at Sept. 30, 2002     28,925,996   $ 2,893    62,000   $7  $ 9,256,329
                               ==========  ========   =======   ==  ===========

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



<table>
<caption>
                         SURGILIGHT, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)
           For the Three Months Ended September 30, 2002

                     <c>     <c>      <c>

                                                          Total
                                   Treasury Accumulated  Stockholders'
                                    Stock     Deficit       Equity
                                   -------- -----------  ------------
Balances at June 30, 2002         $(202,094) $(5,901,734) $3,171,834

EMX return of stock                      -          (637)    (17,070)

Net loss                                 -      (194,618)   (194,618)
                                  ---------  ------------ -----------

Balances at Sept. 30, 2002       $(202,094) $(6,096,989)  $2,960,146
                                 ========== ============= ==========

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





SURGILIGHT INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1.	Business and Basis of Presentation
SurgiLight, Inc., and its wholly owned subsidiaries (Plantation Laser Eye
Center, "Plantation" and American Medical Laser Services, Inc., "AMSLI,"
collectively known as the Company or SurgiLight) design, manufacture and
sell ophthalmic lasers and related products and service based on its own
and licensed intellectual property, primarily for use in refractive and
presbyopia procedures.  The Company operates a laser vision correction
center in Plantation, Florida, and a mobile cosmetic laser company that
provides services throughout all of south Florida.

The manager and former owner of AMSLI is alleging a breach of contract
for the Company's alleged failure to pay up to $1 million of working
capital.  This dispute could effect the Company's ability to control
AMSLI if found to have merit as the manager claims, as a result of the
dispute, that he owns 55% of AMSLI.  The Company, based on advice of
legal counsel, believes that AMSLI is a wholly owned subsidiary and,
accordingly has consolidated the accounts of AMSLI in its financial
statements.  The cash held in AMSLI bank accounts has been classified as
limited to use because the manager is not granting the Company access to
the cash accounts pending the outcome of the dispute.  At September 30,
2002 the assets of AMSLI were as follows:  Cash, $469,234; Accounts
Receivable, $117,000; Net Machinery and Equipment, $158,000; Intangible
Assets, $96,000, and Net Assets, $781,362.  The quarterly Revenue was
$201,888 and Operating Income was $71,564.  The Company does not have
free access to all of the records of AMSLI and therefore the figures
presented are derived from available data that was provided by AMSLI.

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.  Assuming
the dispute with AMSLI is resolved as expected by management and legal
counsel, 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, 2001 and 2000, 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 13, 2002.  The 10-KSB was refiled in its
entirety on April 29, 2002 to correct certain errors in the original 10-
KSB filing and to revise certain of the disclosures contained in such
original filing.  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,
2002.

Amending the September 30, 2002 10Q - In its Form 10-KSB for the year
ended December 31, 2002, the Company determined that contingencies
related to certain sales contracts precluded current recognition of
revenue on those sales.  As a result, the Company recorded an $835,223
adjustment in its financial statements for the year ended December 31,
2002.  Of the total $835,223, $105,000 related to the three months ended
September 30, 2002 and $690,223 related to the nine months ended
September 30, 2002.  The Company is amending this 10Q for those periods
to restate its financial statements for the revised revenue amounts.

Additionally, this 10Q is also being amended to provide supplementary
discontinued operations information as a result of the Board of
Director's determination as of October 1, 2002 to divest itself of the
Plantation and AMLSI operating segments.  The format of this presentation
now coincides with the required 2003 presentation so as not to provide
misleading information.

Acquisitions and Dispositions - Effective January 1, 2000, the Company
sold 55% of its interest in the net assets of AMLSI in exchange for
1,260,000 shares of the Company's common stock.  The shares were
subsequently cancelled.  In the third quarter of 2000, the Company
entered into an agreement with AMLSI to reacquire the 55% interest in
exchange for 26,000 shares of common stock.  At the date of purchase, the
fair market value of the stock issued in connection with the repurchase
amounted to approximately $200,000.  The Company reacquired the AMLSI
cosmetic mobile center to diversify its technology as it moved into the
Regulatory phase of its technology development.

On January 1, 2000, the Company sold 85% of its interest in EMX for
approximately $500,000.  On August 29, 2002 the Company and EMX entered
into an agreement whereby the Company would exchange its remaining
150,000 shares of EMX stock in exchange for the 91,300 shares of Company
stock held by EMX.  As a result of the stock exchange, neither the
Company nor EMX would hold any further financial or administrative
interest in the other entity.  In addition, EMX agreed to pay the Company
an amount equal to fifteen percent (15%) of its Net Profit for each of
the 2003 and 2004 calendar years.  The Company recorded a gain on the
exchange of $16,434.

In October 2000, the Company acquired the inventory and technology of the
ophthalmic laser division of Premier Laser Systems ("Premier").  The main
component of this inventory and technology is an infrared laser, which is
now the product supporting the core business of the Company's lasers in
Presbyopia medical trials.  The inventory consisted of Raw Materials and
Finished Goods laser systems.  The purchase price, including legal fees
of $20,000, was $3,745,000 and was allocated as follows: $2,800,000 to
inventory, and $945,000 to intangible assets consisting of technology,
patents and FDA approval costs.  In June 2001, the Company reevaluated
the intangible assets and $600,000 was reallocated to inventory.  On
December 26, 2001, the Company acquired several additional technologies
including two diode systems and approximately $3 million in additional
inventory of the infrared erbium lasers for $1.7 million, consisting of
$350,000 in cash and $1,350,000 payable in common stock between December,
2001 and July, 2002.  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 $190,000 as a commission from sale of Premier
assets of which $130,000 is from the second acquisition of assets by
SurgiLight.

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 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 paid $332,000 for the
assets, with an additional $50,000 to be based on clinical revenues.

2.	Commitments and Contingencies
Debenture - In November 2000, the Company entered into a convertible
debenture agreement with Global Yield Fund Limited (GEM) consisting of 3%
debentures maturing in November 2003 plus 200,000 warrants.  Debentures
are convertible at the lesser of $7.50 per share or 100% of the average
of the three lowest closing bid prices during the 30-day period prior to
conversion.  The Company received $3 million less fees of approximately
$100,000.  The Company also put into escrow 2,150,000 shares pursuant to
the agreement.

On February 13, 2002, the Company entered into a convertible debenture
agreement with Knobbe, Marten, Olsen & Bear, L.L.P. for the issuance of a
convertible debenture in the principal amount of Six Hundred and Ten
Thousand Dollars ($610,000); GAM Laser, Inc. for the issuance of a
convertible debenture in the principal amount of Seventy Five Thousand
Dollars ($75,000); and McClane Tessitore for the issuance of a
convertible debenture in the principal amount of Seventy Three Thousand
Five Hundred Dollars ($73,500).  None of these debentures accrues any
interest and each matures on December 31, 2002.  Also, each of these
debentures is convertible at any time prior to maturity into shares of
the Company's common stock.  On February 14, 2002, the Company filed a
registration statement on Form SB-2 with respect to the shares of the
common stock underlying these debentures.  The Form SB-2 has not yet been
declared effective.

A significant number of shares of the Company's common stock would be
issued, resulting in substantial dilution, if the debentures were to be
fully converted.  The Company has proposed an agreement with GEM,
contingent on the Company obtaining other debt financing, to convert the
balance of the convertible debenture to $1 million and a fixed eight
million shares of common stock.  This agreement has not yet been
finalized.

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.

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.  However,
the Company has received a commitment letter for a $10 million line-of-
credit which would replace the $500,000 line-of-credit held by Merrill
Lynch, which was just declared in default.  The Company is in the process
of negotiating a payment plan with Merrill Lynch.  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 / or acquire additional debt or equity capital.

The Company is a party to legal and regulatory proceedings as discussed
elsewhere in the filing.

3.	Segment Information
The Company operates two separate and distinct segments which differ in
the nature of the products and services offered and the type of customer
for those products and services.  SurgiLight sells ophthalmic lasers in
the reverse presbyopia industry while its subsidiaries, Plantation and
AMSLI, operate centers for use by other professionals to perform
refractive (non-presbyopia) and cosmetic surgeries, respectively.  The
operating results for those segments for the quarter ended September 30,
2002 is as follows:
<table>
<caption>
<S>
<C>
SurgiLight
Three-months
ended
Sept. 30, 2002
<C>
Centers
Three-months
ended
Sept. 30, 2002
<C>
SurgiLight
Nine-months
ended
Sept. 30, 2002
<C>
Centers
Nine-months
ended
Sept. 30, 2002
Revenues
$   199,099
$   294,739
$  1,280,307
$1,074,631
Cost of goods sold
 30,556
 46,212
163,975
185,172
Salaries and benefits
157,725
 95,644
475,794
294,445
Advertising and selling
 41,719
  627
169,948
6,132
Administrative and other
 96,794
58,625
358,442
187,342
Professional fees
34,514
    -
196,107
54,278
Research and development
 47,001
-
142,942
-
Depreciation & amortization
26,325
50,840
155,965
151,361
Interest expense
8,387
 9,921
19,725
34,768
Gain on sale of assets
         16,434
 -
(228,889)
                -
Net Income (Loss)
$ (227,488)
$ 32,870
$ (173,702)
$   161,133
</table>

4.	Prior Period Adjustment
Inventory - During the second quarter of 2002, the Company discovered
that errors occurred in valuing the closing inventory at December 31,
2001.  The errors consisted of reporting inventory that had been
previously sold in the ordinary course of business to customers resulting
in an overstatement of ending inventory, and inventory that had been
incorrectly valued and misclassified.  The aggregate amount of the errors
was $975,000.  Therefore, the Company recorded a prior period adjustment
for the errors and the beginning balance of retained earnings at January
1, 2002 has been adjusted for the entire amount.

5.	Stockholders' Equity
Authorized Shares - In conjunction with the Company's reincorporation in
the State of Florida, which became effective the first quarter of 2002,
the Company increased authorized common stock shares from 30 million to
60 million.

Changes in Shareholders' Equity - The following highlight the changes in
shareholders' equity during the third quarter:
	On August 29th, 91,300 shares were returned to the Company as treasury
stock as part of the EMX dissolution.

In May 2002, the Company issued stock options to employees and members of
the Board of Directors (elected by shareholders) to acquire up to
1,200,000 shares of the Company's common stock.  The options vest over a
three-year period and are exercisable at approximately .27 cents per
share.

Earnings Per Share - The following potentially dilutive securities were
used to calculate fully diluted earning per share:
	GEM Debenture options exercised		  200,000 shares
	Knobbe Debenture converted			3,588,235 shares
	GAM Laser Debenture converted			  441,176 shares
	McClane Debenture converted			  432,353 shares
	Convertible Preferred stock			  429,000 shares

6.	Related Party Transactions
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 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 paid $332,000 for the
assets, with an additional $50,000 to be based on clinical fees.

Premier Laser Systems - 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 $190,000 as a commission from
sale of Premier assets of which $130,000 is from the second acquisition
of assets by SurgiLight.

Directors' Loans made to the Company - During October 2002, CEO Colette
Cozean and CFO Stuart Michelson each loaned the Company $20,000 which was
used to fund a portion of the closing costs on the Company's current debt
refinancing.  UCC forms were filed to secure these loans as well as other
unpaid fess due these Directors.


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.

Overall Operational Summary:  The Company began actively promoting the sale
of the OptiVision laser in late September of 2001 and the newly appointed
Board of Directors and management team focused its efforts on the core
business of presbyopia reversal rather than generating royalty revenue from
the sale of LASIK agreements.  Due to the success of selling lasers for
presbyopia reversal, the Company decided to sell its LASIK product line to
Tao Enterprises in February 2002, which was the main source of revenue for
the year 2001.  The Company remains optimistic that the sales of OptiVision
for presbyopia reversal will continue to increase.

Quarterly Highlights:

Canada's Ministry of Health authorizes five investigational testing sites for
SurgiLight's OptiVision Laser Treatment for Presbyopia.

2002 ESCRS Conclave hears four papers on successful presbyopia reversal with
SurgiLight's OptiVision Laser.

Canadian Clinicians report positive results from initial investigational
tests of SurgiLight's OptiVision Laser treatment for presbyopia.

Operating Highlights:

Revenues - The Company's operating revenues from equipment sales for the
quarter ended September 30, 2002 (2002 Quarter) increased 14% to $125,000
from $110,000 for the quarter ended September 30, 2001 (2001 Quarter) and for
the nine-month period ended September 30, 2002 (2002 Period) increased to
$1,175,778 from $41,160 from the nine-month period ended September 30, 2001
(2001 Period).  The 2002 Quarter and Period increase in revenue is primarily
due to increased sales of the OptiVision Laser which the Company began
selling as its primary product in the 4th quarter of 2001.

Cost of Revenues - Decreased approximately 91% to $30,556 for the 2002
Quarter as compared to $322,583 for the 2001 Quarter and decreased 71% to
$163,975 from $562,583 for the 2002 Period as compared to the 2001 Period.
These decreases reflect the transition of the Company in selling lasers
systems with a significantly higher margin.  Adding to the overall decrease
in the cost of sales, the costs associated with the Plantation Laser Center
decreased 24% and 31% respectively for the 2002 Quarter and Period as
compared to the prior year, which is consistent with the decreased laser
center revenues.

Advertising and Selling - Expenses increased 69% to $41,719 for the 2002
Quarter as compared to $24,728 for the 2001 Quarter.  For the 2002 Period,
expenses also increased 118% to $169,948 from $77,807 from the prior year.
It is anticipated that these expenses will continue to increase as the
Company attends additional tradeshows, revises its trade literature to
reflect results from the increased clinical activity, and begins to sell
additional units for use in worldwide clinical trails.

Professional Fees - Expenses decreased 87% to $34,514 for the 2002 Quarter as
compared to $266,318 for the 2001 Quarter.  For the 2002 Period, professional
expenses also decreased 68% to $196,107 from $617,726 from the prior year.
The decreases are attributed to the settlements of the patent and other
litigation, which in turn have been offset due to ongoing expenses as the SEC
investigates the Company's founder and former employee (see Legal
Proceedings).  The Company has also been actively strengthening its patent
portfolio.

Salaries & Benefits - Expenses decreased to $157,725 for the 2002 Quarter as
compared to $296,994 for the 2001 Quarter.  For the 2002 Period, salaries and
benefits increased 34% to $475,794 from $716,817 from the prior year.

Depreciation and Amortization - Expenses decreased 142% to $26,325 for the
2002 Quarter as compared to $873,697 for the 2001 Quarter.  For the 2002
Period, depreciation and amortization also decreased 86% to $155,965 from
$1,155,273 from the prior year.  The decrease in depreciation resulted
primarily from the sale of the equipment associated with the Company's
International Laser Centers.  The decrease in amortization resulted from the
adoption of SFAS No. 142 requiring companies to cease amortizing goodwill and
other intangible assets with indefinite lives after December 31, 2001.

Administrative and Other - Expenses decreased to $96,794 for the 2002 Quarter
as compared to $482,157 for the 2001 Quarter.  For the 2002 Period,
administrative and other expenses also decreased 50% to $358,442 from
$721,270 from the prior year.  These expenses decreased due to lower
maintenance and management costs associated with the International Laser
Centers, and Advanced Medical Laser Services administrative costs.  All other
administrative accounts, such as rent and utilities, were as expected.

Total Operating Expenses - In summary, expenses decreased 80% to $412,465 for
the 2002 Period as compared to $2,053,043 for the 2001 Period, despite the
increase in sales revenue.  The Company has controlled its administrative and
legal expenses while increasing its spending in clinical trials, marketing
and sales.

Net Interest Expense (Income) - Interest expense decreased to $8,387 for the
2002 Quarter as compared to $109,149 for the 2001 Quarter.  For the 2002
Period, net interest expense also decreased to $19,725 from $101,150 from the
prior year.

Net Income (Loss) - The operating net loss decreased to $(227,488) or (0.01)
cents per share for the 2002 Quarter as compared to a net loss of $1,574,285
or (0.07) cents per share during the 2001 Quarter.  For the 2002 Period, the
operating net loss decreased to $(173,702) from a net loss of $1,988,285 from
the prior year.  The favorable increase in net income is attributable to the
increase in clinical sales of the OptiVision Laser and from the gain realized
on the sale of the Excimer Laser Systems to Tao Enterprises.


Liquidity and Capital Resources

As of September 30, 2002, the Company had restricted and unrestricted cash
and cash equivalents of $497,901 and a working capital surplus of
approximately $189,357 as compared to $438,072 of restricted and unrestricted
cash and cash equivalents and working capital surplus of approximately
$460,000 at December 31, 2001.  The decrease in working capital surplus can
be primarily attributed to the slowdown in sales of the OptiVision laser
during the quarter.

Accounts payable and accrued expenses decreased to $750,329 at September 30,
2002 as compared to $1,403,175 at December 31, 2001 primarily as a result of
payments to Premier.  Included in accounts payable at September 30, 2002 is
$150,000 still owed to Premier.

Other current liabilities increased to approximately $1.7 million at
September 30, 2002 from approximately $1.2 million at December 31, 2001,
primarily due to the increase in customer deposits recorded.

Of the 2,150,000 shares escrowed for the convertible debenture issued to GEM,
2,147,868 shares were converted through December 31, 2001.

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 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.  However, the
Company has received a commitment letter for a $10 million line-of-credit
which would replace the $500,000 line-of-credit held by Merrill Lynch, which
was just declared in default.  The Company is in the process of negotiating a
payment plan with Merrill Lynch.  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

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

The Company's 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, and achieve and sustain
profitable operations.  While the Company has produced several quarters of
positive cash flow, the cash generated has been used to repay portions of its
substantial indebtedness (see next section), leaving few funds available to
expand its clinical trials or sales and marketing efforts.

During the current quarter, the Company experienced a normal slowing of sales
resulting from the foreign, particularly European, slowdown in business due
to lengthy vacations.  In addition, the Company, due to litigation with
AMSLI, has been unable to utilize the existing AMSLI cash assets to fund
current operations.  The result of these two events has created very tight
cash flow for the Company.  The Company believes that sales will recover
during the fourth quarter, and that the AMSLI litigation will be decided over
the short-term resulting in the Company's ability to utilize some or all of
those assets.

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 the financial condition
and results of operations.

Substantial Indebtedness

The Company has a substantial amount of indebtedness.  As of September 30,
2002 the total debt was approximately $3.4 million for SurgiLight (including
$2.4 million of convertible debentures, amounts owed on the Premier
acquisition of $187,500, line-of-credit of $500,000, $102,000 and $165,000
for equipment leases at Plantation and AMSLI).  As of September 30, 2002, the
$500,000 Merrill Lynch line-of-credit was fully exhausted and future
borrowing under that facility were not available for any purpose.  Currently,
the line-of-credit is in a default status and a payment plan to repay the
credit facility is being negotiated.  The Company has 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 the Company will obtain such debt financing.  If such
funding is obtained, the Company plans to use the funds to pay down its
indebtedness, allowing its operating income to be used to further the growth
of the business.

As a result of the level of debt and the terms of the debt instruments, the
Company's vulnerability to adverse general economic conditions is heightened.
It is possible that the Company 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.  The
Company 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 the Company's flexibility in planning for, or
reacting to, changes in the business and industry.

The Company's 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 the
Company is unable to service the indebtedness, it 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 the Company can affect any of these
remedies on satisfactory terms, or at all.

Dilution

The issuance of shares upon conversion of the Debentures may cause
significant dilution to the Company's stockholders and, together with
guidance the Company issues to analysts and the financial community, may have
an adverse impact on the market price of the Company's common stock.

The resale by Investors of the common stock acquired from conversion of the
Debentures will increase the number of the Company's publicly traded shares,
which could depress the market price of the Company's common stock.

However, Investors are limited as to the amount of shares it may sell to not
more than fifteen percent (15%) of the Company's common stock's previous days
trading volume.  The conversion rate at which shares of the Company's common
stock may be issuable to Investors upon a conversion of the Debentures will
be an amount equal to the average of the closing bid prices for the 10-day
period immediately preceding a conversion date by Investors.  If Investors
choose to purchase the Company's common stock at a time when the stock price
is low, the Company's existing common stockholders will experience
substantial dilution.  The issuance of shares to 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 the Company's 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 the Company's stock price could encourage investors to
engage in short sales of the Company's common stock.  By increasing the
number of shares offered for sale, material amounts of short selling could
further contribute to progressive price declines in the Company's common
stock.

In October 2000, the Company acquired the inventory and technology of a
corporation known as Premier Laser Systems for the purchase price of
$3,745,000.  Subsequent to September 30, 2001, the Company agreed to acquire
additional inventory for $1,700,000 paying $350,000 in cash and $1,350,000 in
the Company's common stock.  At such time that the Company completes this
acquisition and issues shares of the Company's common stock, existing
stockholders could suffer substantial dilution.

The issuance of further shares upon conversion of the indebtedness
represented by the Debentures will dilute the Company's common stock and may
lower the price of the Company's 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 existing
Investors.  If an Investor invests in the Company's common stock, the
interest will be diluted to the extent the price per share paid for the
common stock is greater than the pro forma net tangible book value per share
of the Company's common stock at the time of sale.  Net tangible book value
per share represents the amount of the Company's total tangible assets
reduced by the amount of the Company's total liabilities and divided by the
total number of shares of common stock outstanding.

Currently, there are approximately 1,498,000 stock options and 99,000
warrants outstanding with respect to the Company's common stock.
Furthermore, the Company may issue additional options for up to an additional
1.8 million shares of common stock pursuant to the 2002 Stock Option Plan,
and the Company can also issue additional warrants and grant additional stock
options to the Company's employees, officers, directors and consultants, all
of which may further dilute the Company's net tangible book value.

The Company's 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 Company's
Common Stock

Because of the limited trading market for the Company's common stock, and
because of the possible price volatility, investors may not be able to sell
the Company's shares of common stock when they desire to do so.  Through the
twelve months ended December 31, 2001, the Company's stock price ranged from
a high of $4.00 to a low of $0.20 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 the Company's common
stock may suffer greater declines because of its price volatility.

The Company Has 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.  The Company has not achieved
profitable operations over an extended period of time, though it has over the
last three fiscal quarters.  The Company cannot be certain that it will be
able to regain or sustain profitability or positive operating cash flow.

Patent Infringement Allegations May Impair The Company's 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 the Company does not own or
have the right to use.  If the Company were found to infringe a patent in a
particular market, both the Company's customers and the Company 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, the Company would be required to obtain a
license, which may require us to make royalty, per procedure or other fee
payments.  The Company cannot be certain if the Company or the Company's
customers will be successful in securing licenses, or that if the Company
obtains licenses, such licenses will be on acceptable terms.  Alternatively,
the Company might be required to redesign the infringing aspects of these
products.  Any redesign efforts that the Company undertakes 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, the Company could be prevented from manufacturing
and selling the infringing products, which would have a material adverse
effect on the Company's business, financial and results of operations.

If The Company Is Unable To Protect The Company's Patents And Proprietary
Technology It May Not Be Able To Compete Effectively

The Company's success will depend in part on the Company's ability to obtain
patent protection for products and processes, to preserve the Company's trade
secrets and to operate without infringing the proprietary rights of third
parties.  While the Company holds a number of U.S. and foreign patents and
have other patent applications pending in the United States and foreign
countries, the Company cannot be assured that any additional patents will be
issued, that the scope of any patent protection will exclude competitors or
that any of the Company's patents will be held valid if subsequently
challenged.  Further, other companies may independently develop similar
products, duplicate the Company's products or design products that circumvent
the Company's patents.  The Company is aware of certain patents which, along
with other patents that may exist or be granted in the future, could restrict
the Company's right to market some of the Company's 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.  The Company also relies upon unpatented trade secrets, and the
Company cannot assure investors that others will not independently develop or
otherwise acquire substantially equivalent trade secrets.

The Company's 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 The Company's
Ability To Manufacture And Market The Company's Products

The Company's 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.  The Company cannot assure investors that further clinical
trials of the Company's 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 the Company may develop in the future may require
substantial filing fees which could limit the number of applications the
Company seek and may entail limitations on the indicated uses for which the
Company's 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, the Company has made modifications to some of the Company's existing
products which the Company does not believe require the submission of a new
510(k) notification to the FDA.  However, the Company cannot assure the FDA
would agree with the Company's determination.  If the FDA did not agree with
the Company's determination, they could require the Company to cease
marketing one or more of the modified devices until the devices have been
cleared.  The Company is also required to adhere to a wide variety of other
regulations governing the operation of the Company's business.  Noncompliance
with state, local, federal or foreign requirements can result in serious
penalties that could harm the Company's business.

The Company's 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 may or may not be granted.  The Company has 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, the Company 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 the Company's manufacturing, research and development and quality
assurance activities.  The Company's 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.  The Company was recently involved in an
inspection and received a "Form 483" notice resulting in its inability to
ship products to certain countries throughout the world.  The Company
believes it has resolved all significant issues and is currently working with
the FDA to resolve the remaining few items.

A Successful Product Liability Claim Asserted Against The Company Due To A
Defect In One Of It's Products In Excess Of The Company's Insurance Coverage
Would Harm Its Business

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

SEC Investigation

On April 11, 2002, the Company was 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 the Company.
The Company has cooperated fully with the SEC in the course of the
investigation into the facts surrounding this matter and has 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.  The Company intends 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.  The Company's potential liability
results from a portion of the funds amounting to $1.2 million allegedly
obtained from this scheme flowing into the Company's bank accounts.  If Dr.
Lin is found guilty and unable to pay restitution, the Company may become
liable for this amount.

The Company Faces Competition In Certain Markets

Medical laser centers, including the vision correction and the dermatology
segments, are subject to intense, increasing competition, which could reduce
the Company's short-term cash flow.  The Company's 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,
including the Company's.  Once approval is obtained, the Company cannot be
certain that the Company will be able to compete successfully against current
and future competitors.  Many of the Company's competitors have existing
products and distribution systems in the marketplace and are substantially
larger, better financed, and better known.

If The Company Cannot Adapt To Technological Advances, Its Products May
Become Technologically Obsolete And The Company's Product Sales Could
Significantly Decline

The markets in which the Company's 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 the Company's products uncompetitive or obsolete.  The
Company will be required to invest in research and development to attempt to
maintain and enhance the Company's existing products and develop new
products.  The Company does not know if its research and development efforts
will result in the introduction of new products or product improvements.

However, at the present time, the Company's inventory consists primarily of
the lasers and other equipment purchased from Premier.  It is the Company's
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
the Company's business focus and market.  However, the Company only has
enough inventory on hand to sustain operations for an estimated three to four
years.  After such time, the Company will need to reevaluate the existing
technology and may need to alter its operations to remain competitive in the
industry.

These lasers have been FDA cleared for certain applications within
opthamology.  However laser scleral oblation is for the treatment of
presbyopia and is currently pending IDE approval here in the U.S.

Effect Of Corporate Measures

Certain anti-takeover measures may have an adverse effect on the Company's
stock price and may also discourage takeovers that might be beneficial to
stockholders.  Certain provisions of the Company's 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 the Company's
stockholders.

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

The Company expects sales to international accounts will continue to
represent a significant percentage of the Company's total sales unless and
until the Company's 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.  The Company's 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 the
Company has 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 the Company's sales have been denominated in
U.S. dollars, the Company does not have significant exposure to typical
foreign currency fluctuation risks. However, due to the Company's significant
export sales, the Company is subject to currency exchange rate fluctuations
in the U.S. dollar, which could increase the effective price in local
currencies of the Company's 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 The Company's Business

The Company's ability to maintain its competitive position depends in part
upon the continued contributions of the Company's 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 the Company's
business.  The Company does not carry key man insurance on any officer or key
employee.  As the Company continues the clinical development of the Company's
lasers and other products and prepare for regulatory approvals and other
commercialization activities, the Company will need to continue to implement
and expand the Company's operational, financial and management resources and
controls.  While to date the Company has not experienced problems recruiting
or retaining the personnel necessary to implement such plans, the Company
cannot be certain that problems won't arise in the future.  If the Company
fails to attract and retain qualified individuals for necessary positions,
and if the Company is unable to effectively manage growth in the Company's
domestic and international operations, these could have an adverse effect on
the Company's business, financial condition and results of operations.

The Company Does Not Expect To Pay Any Dividends

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

NASDAQ Listing

The Company's common stock is quoted on the NASDAQ Over-The-Counter Bulletin
Board (OTCBB).  The Company currently is not listed on the NASDAQ National
Market system.  The Company cannot assure investors that it will ever meet
the criteria for listing the Company's 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 the Company to raise funds
through the sale of its common stock or securities convertible into the
Company's 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.

ITEM 3. Controls and Procedures

The Company's President and Chief Executive Officer along with the Company's
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, the Company's President and Chief Executive Officer
along with the Company's Chief Financial Officer 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 AMSLI operations, as noted in Note #1 to the
financial statements.  The Company does not have free access to all of the
records of AMSLI and therefore the figures presented are derived from
available data that was provided by AMSLI.

PART II - OTHER INFORMATION
Item 1. Legal Proceedings
RAS Holding Corp. ("RAS") and Presby Corp. ("Presby") filed a lawsuit on
March 16, 2000, against the Company in the United States District Court for
the Middle District of Florida for patent infringement.  RAS and Presby
alleged that the Company is using laser technology that infringes certain
patents held by RAS and Presby for the treatment of presbyopia.  RAS and
Presby sought to enjoin the Company's continued use of the allegedly
infringing technology and sought to recover damages, including punitive
damages, for the alleged infringement.  The Company filed three summary
judgment motions: (1) one motion sought summary judgment that the broader
independent claims that Presby Corp. patents were invalid based upon prior
surgery and publications of others; (2) another motion sought summary
judgment that the Company's accused OptiVision laser (formerly IR-3000) did
not infringe claims of the asserted patent directed to particular procedures
using a laser for treating Presbyopia; and (3) the third motion sought
summary judgment dismissing the entire patent infringement lawsuit because
the Company's experimental activities had been solely for the purpose of
obtaining FDA approval of the OptiVision, and these activities were exempted
from infringement allocations by statute.  On December 5, 2001, the Company
entered into a settlement agreement with Presby and RAS.  The parties agreed
to an entry of a decree that acknowledges the validity and enforceability of
Presby's patent for the treatment of Presbyopia.  The Company agreed to 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 payment was made in accordance with the
settlement agreement.

Advanced Medical Laser Services of America, Inc. ("Advanced") and Paul Miano
("Miano") filed a lawsuit against the Company on September 26, 2001, alleging
a breach of contract for the Company's alleged failure to pay up to
$1,000,000 of working capital.  The Company and its counsel believe that this
lawsuit is without merit and immaterial and continues to vigorously defend
itself against this claim.  As a result of this litigation, the Company is
treating the cash assets of Advanced as assets with limited use.

On April 11, 2002, the Company was 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 the Company.
The Company has cooperated fully with the SEC in the course of the
investigation into the facts surrounding this matter and has 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.  The Company intends to defend vigorously any
attempt to secure an injunction against the Company.  Dr. Lin has agreed to
indemnify the Company against any liabilities resulting from these actions.
Item 2. Changes in Securities
As of November 26, 2002, there were 28,925,996 shares of common stock issued
and outstanding, held by approximately 1,627 shareholders.

In February 13, 2002, the Company entered into a convertible debenture
purchase agreements with Knobbe, Marten, Olsen & Bear, L.L.P. for the
purchase of a convertible debenture in the principal amount of Six Hundred
and Ten Thousand Dollars ($610,000); GAM Laser, Inc. for the purchase of a
convertible debenture in the principal amount of Seventy Five Thousand
Dollars ($75,000), and McClane Tessitore for the purchase of a convertible
debenture in the principal amount of Seventy Three Thousand Five Hundred
Dollars ($73,500).  None of these debentures accrues any interest and each
matures on December 31, 2002.  As of December 31, 2001 accounts payable were
reduced to reflect this transaction.  Each of these debentures is convertible
at any time prior to maturity into shares of the Company's common stock.  On
February 14, 2002 the Company filed a registration statement on Form SB-2
with respect to the shares of common stock underlying these debentures.

Currently, there are approximately 2,138,000 stock options and 99,000
warrants outstanding with respect to the Company's common stock, which
includes 1,200,000 common stock options pursuant to the 2002 Stock Option
Plan.  The Company can also issue additional warrants and grant additional
stock options to the Company's employees, officers, directors and
consultants, all of which may further dilute the Company's net tangible book
value.
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.  The Company plans to repay the outstanding indebtedness if
additional debt financing is obtained or in the alternative, is currently
negotiating a payment plan with MLBFS.
Item 4. Submission of Matters to a Vote of Security Holders
At the annual shareholders meeting held in July, Louis P. "Dan" Valente, and
Joseph Allen were nominated as Directors and subsequently voted in by the
voting shareholders.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K.
(a)       EXHIBITS

1. An 8-K was filed reporting that on August 14, 2002, an 8K was filed by the
Company engaging Moore Stephens Lovelace, P.A. as the new principal
accountant to audit the financial statements effective August 2002.  There
were no disagreements with the former accountant on any matter of accounting
principle or practices, financial statement disclosure, or auditing scope or
procedure.  The decision to retain new accountants was recommended and
approved by the Board of Directors.

2. An 8-K was filed reporting that the Company's independent accountant
Parks, Tschopp, Whitcomb and Orr, P.A. (who performed the auditing for the
Company in 1999, 2000 and 2001) resigned, effective June 20, 2002.  There
were no disagreements with the former accountant on any matter of accounting
principle or practices, financial statement disclosure, or auditing scope or
procedure.  The decision to change accountants was recommended and approved
by our Board of Directors.

3. An 8-K was filed reporting that on January 1, 2000, the Company changed
it's independent accountant from Rachel Siu, CPA (who performed the auditing
for the Company in 1998) and engaged Parks, Tschopp, Whitcomb and Orr, P.A.
as the new principal accountant to audit the financial statements effective
February 1, 2000.  There were no disagreements with our former accountant on
any matter of accounting principle or practices, financial statement
disclosure, or auditing scope or procedure. The decision to change
accountants was recommended and approved by our Board of Directors.

(b)	REPORTS
None.




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



SurgiLight, Inc.
(Registrant)

Date:  November 10, 2003

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

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

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

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

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

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

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

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

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

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

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






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


In connection with the Form 10-QSB (the "Report") of SurgiLight, Inc. (the
"Company") for the period ending September 30, 2002, 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.


______Colette Cozean, Ph.D.__
[Name]

_____CEO____________________
 [Title]

Dated: 	November 10, 2003




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


In connection with the Form 10-QSB (the "Report") of SurgiLight, Inc. (the
"Company") for the period ending September 30, 2002, 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.


____Stuart Michelson, Ph.D._____
[Name]

____CFO_	__________________
[Title]

Dated: 	November 10, 2003



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