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

                         FORM 10-QSB

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

         For the Quarterly Period ended March 31, 2007

                 Commission file number  0-24897

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


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

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

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

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

Number of shares outstanding of common equity, as of June
8, 2007 was 60,000,000.



                        SURGILIGHT CORPORATION

                    QUARTER ENDED MARCH 31, 2007

                                INDEX


PART I - FINANCIAL INFORMATION

ITEM 1 - Condensed Financial Statements

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

Condensed Statements of Operations for the three-months ended
March 31, 2007 and 2006 (unaudited).

Condensed Statements of Cash Flows for the three-months ended
March 31, 2007 and 2006 (unaudited).

Condensed Statement of Stockholders' Equity (unaudited).

Notes to Unaudited Financial Statements.

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

ITEM 3 - Controls and Procedures.

PART II - OTHER INFORMATION

ITEM 1 - Legal Proceedings

ITEM 2 - Changes in Securities

ITEM 3 - Defaults upon Senior Securities

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

ITEM 5 - Other Information

ITEM 6 - Exhibits and Reports on Form 8-K

Part I.  FINANCIAL INFORMATION
ITEM 1.  Financial Statements


                          SURGILIGHT, INC.
                           BALANCE SHEETS

                     ASSETS
                                          March 31,    December 31,
                                            2007          2006
                                        (Unaudited)
                                        -----------    ------------

Current assets:
    Cash                              $     9,372     $    14,545
    Accounts receivable                        -            2,008
    Inventories                           344,645         360,000
    Prepaid data collection fees          119,000         119,000
    Other current assets                  221,492         185,375
                                      -----------     -----------
       Total current assets               694,509         680,928

Property and equipment, net of
     accumulated depreciation
     of $32,207 and $30,929                24,458          25,736

Other assets:
    Inventories                         4,073,299       4,073,299
    Intangible assets, net of
      accumulated amortization
      of $378,336 and $375,837             87,544          90,043
    Prepaid data collection fees           16,000          16,000
                                      -----------     -----------
         Total assets                 $ 4,895,810     $ 4,886,006
                                      ===========     ===========

  LIABILITIES & DEFICIT IN
     STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable and accrued
      expenses                        $2,201,984     $ 2,088,692
    Accounts payable and
      accrued expenses-related
      party                            1,383,727       1,349,957
    Customer deposits                    120,000         120,000
    Short-term debt                    1,815,990       1,815,990
                                      ----------     -----------
      Total current liabilities        5,521,701       5,374,639

Commitments and Contingencies                 -               -

Deficit in Stockholders' equity:
    Preferred stock, $0.0001 par
       value; 5,000,000 shares
       authorized; 47,000 issued
       and outstanding                        6               6
    Common stock, $0.0001 par
       value; 60,000,000 shares
       authorized; 55,721,808 and
       55,721,808 issued;
       55,485,523 and 55,485,523
       outstanding                        5,591           5,591
    Additional paid in capital       11,211,325      11,211,325
    Treasury stock, 236,285
       shares (at cost)                (206,095)       (206,095)
     Accumulated deficit            (11,636,718)    (11,499,460)
                                    -----------     -----------
      Total stockholders'
        (deficit)                      (625,891)       (488,633)
                                    -----------     -----------

      Total liabilities and
        stockholders' (deficit)      $4,895,810     $ 4,886,006
                                     ===========    ===========

See accompanying notes.



                        SURGILIGHT, INC.
        CONDENSED STATEMENTS OF OPERATIONS (Unaudited)


                                        Three Months Ended
                                    March 31,       March 31,
                                      2007            2006
                                    --------        ---------
Revenue:
   Equipment sales                $   119,000      $        -
                                  -----------      -----------
    Total Revenue                     119,000               -
Cost of Sales                          17,946            3,568
                                  -----------      -----------
    Gross profit                      101,054           (3,568)

Operating expenses:
   Salaries and benefits               82,677          104,456
   Administrative and other            58,810           81,793
   Professional fees                   68,421          139,834
   Research and development            17,001           47,001
   Depreciation & amortization          3,777            4,116
                                   ----------      -----------
    Total operating expenses          230,686          377,200
                                   -----------     -----------
Loss from operations                 (129,632)        (380,768)

Other income and (expenses)
     (note 15):
   Litigation settlement                   -           125,000
   Other income                        25,048               -
   Interest expense                   (32,674)         (39,077)
                                   -----------     -----------
    Total other income, net            (7,626)          85,923
                                   -----------     -----------
     Net Loss                      $ (137,258)     $  (294,845)
                                   ===========     ===========

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

  Weighted average shares used in
      calculating net loss per
      share - Basic and diluted     55,721,808      55,721,808
                                    ==========      ==========
See accompanying notes.



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


                                       Three Months Ended
                                     March 31,       March 31,
                                       2007            2006
                                     ---------       ---------

Cash flows from operating
  activities:
  Net loss                         $  (137,258)     $ (294,845)
  Adjustments to reconcile
    net loss to net cash
    used in operating
    activities:
      Depreciation                       1,278           1,617
      Amortization                       2,499           2,499
      Share-based compensation              -           20,335
 (Increase) decrease in assets
   and liabilities
      Receivables                        2,008         167,872
      Employee advances                (37,353)         (8,048)
      Prepaid expenses                  16,589          12,098
      Accounts payable & accrued
       expenses-third parties          113,314          80,132
      Accounts payable-related
       parties                          33,750          14,862
                                    -----------     -----------
      Net cash used in
         operating activities           (5,173)         (5,478)
                                    -----------     -----------
Cash flows from financing
  activities:
  Repayment of debt                         -          (35,000)
                                    -----------     -----------
      Net cash (used in)
        financing activities                -          (35,000)
                                    -----------     -----------
Net decrease in cash                   ( 5,173)        (40,478)

Cash beginning of period                14,545          89,551
                                    -----------     -----------
Cash end of period                  $     9,372     $   49,073
                                    ===========     ===========

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

See accompanying notes.



                       SURGILIGHT, INC.
   CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)
          For the Three Months Ended March 31, 2007


                                                              Additional
                         Preferred Stock     Common Stock      Paid-In
                          Shares  Amount    Shares   Amount    Capital
                         --------- ------ ---------  -------  ----------
Balances at
   December 31, 2006       47,000    $6  55,721,808 $5,591  $11,211,325

Net loss                       -      -          -      -            -
                           ------    --  ---------- ------  -----------
Balances at
   March 31, 2007          47,000    $6  55,721,808 $5,591  $11,211,325
                           ======    ==  ========== ======  ===========


                                                     Total
                          Treasury      Accum.    Stockholders
                            Stock      Deficit       Equity
                          --------    ----------  -----------
Balances at
   December 31, 2006     $(206,095) $(11,499,460) $  (488,633)

Net loss                        -       (137,258)    (137,258)
                         ---------- ------------- -----------
Balances at
   March 31, 2007        $(206,095) $(11,636,718) $  (625,891)
                         ========== ============= ===========

See accompanying notes.


                      SURGILIGHT INC. AND SUBSIDIARIES

NOTES TO CONDENSED FINANCIAL STATEMENTS
---------------------------------------

NOTE 1.  BUSINESS AND BASIS OF PRESENTATION

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

The accompanying unaudited condensed financial statements of
SurgiLight, Inc. have been prepared in accordance with generally
accepted accounting principles for interim financial information in
response to the requirements of Article 10 of Regulation S-X and the
instructions of Form 10-QSB.  Accordingly, they do not contain all of
the information and footnotes required by accounting principles
generally accepted in the United States of America.  Management
believes the accompanying unaudited condensed financial statements
reflect all adjustments (consisting only of normal recurring
adjustments) considered necessary for a fair presentation of the
Company's financial position and the results of its operations and its
   cash flows for the interim periods presented.  These financial
statements should be read in conjunction with the audited financial
statements as of December 31, 2006, 2005 and 2004, including the notes
thereto, and the other information included in the Company's filing on
Form 10-KSB, which was filed with the Securities and Exchange
Commission, SEC, on June 7, 2007.  The following discussion may contain
forward looking statements which are subject to the risk factors set
forth in "Risks and Uncertainties" as stated in Item 2 of this filing.
Operating results for the interim periods presented are not necessarily
indicative of the operating results that may be expected for the year
ending December 31, 2007.

Going Concern

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern.  As discussed in Note 1 to
the financial statements in the 10-KSB filed for the period ended
December 31, 2006, the Company has incurred losses from operations,
negative cash flows from operating activities and has a working capital
deficit.  These matters, among other things, raise substantial doubt
about the Company's ability to continue as a going concern.
Management's plans related to these matters are also discussed in that
related Note 1.  These financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

NOTE 2.  RECENT ACCOUNTING PRONOUNCEMENTS

In July 2006, the FASB issued Interpretation No. 48, " Accounting for
Uncertainty in Income Taxes" ("FIN48"), an interpretation of FASB
Statement No. 109.  FIN48 establishes the threshold for recognizing the
benefits of tax-return positions in the financial statements as more-
likely-than-not to be sustained by the taxing authorities, and
prescribes a measurement methodology for those positions meeting the
recognition threshold.  The Company has not yet determined the
estimated impact on its financial condition or results of operations,
if any, of adopting FIN 48 which becomes effective for the fiscal year
beginning after December 15, 2006.

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

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

NOTE 3.  LEGAL PROCEEDINGS

Raul Arevalo - On April 21, 2005, the Company received a personal
injury complaint from Raul Arevalo, claiming damages in excess of
$50,000 for injuries caused to his eyes in May 1997 by an excimer laser
allegedly manufactured and sold by J.T. Lin and Photon Data, a
predecessor to SurgiLight.  Discovery is on going.  The Company, based
on advice of its counsel, is vigorously defending itself against this
claim.

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

GEM Convertible Debenture - During January 2003, GEM Global Yield Fund,
Ltd. ("GEM Fund") had notified the Company of its intent to convert the
remaining balance on its convertible debenture (purchased in 2000) to
stock effective January 2003.  In April 2003 GEM Fund and the Company
agreed for GEM Fund to convert the remaining $2 million debenture to
common stock at a price of $0.093.  GEM Fund initially converted shares
equal to nineteen and nine-tenths percent (19.9%) of the total issued
and outstanding shares of the Company's common stock on April 11, 2003
and was also granted possession of the shares that were originally
escrowed as part of the 2000 debenture agreement.  At March 31, 2007,
the debenture has been partially converted leaving a note payable
liability principal balance of $1,088,154, plus accrued but unpaid
interest.  That note payable is convertible into shares of common stock
when sufficient shares become authorized and available.

In June 2004, GEM Fund filed a lawsuit and a request for a preliminary
injunction in New York against SurgiLight and certain of its officers
and directors, to require the Company, among other things, to issue GEM
Fund additional shares under its convertible debenture, which the
Company is unable to accommodate until additional shares are authorized
by the shareholders.  The Company filed a cross-complaint alleging that
GEM Fund violated Securities Statutes 16(b).  On April 20, 2007 the
Company and GEM Fund agreed to settle the dispute and a Stipulation of
Dismissal with Prejudice was filed with the District Court for the
Southern District of New York.  As part of that settlement, the Company
remains obligated to issue the remaining shares to satisfy the
$1,088,154 liability once additional common shares are authorized by an
amendment to the Company's Articles of Incorporation.

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

During January 2006 the Company's received a temporary injunction that
prohibits Mr. Lin from contesting the ownership of 33 patents or patent
applications worldwide.  In December 2005, the European patent office,
in recording the Company's assignment of a certain patent, rejected Dr.
Lin's claims with regard to that patent.  It was the only assignment he
had attempted to contest.

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

NOTE 4.  STOCKHOLDERS' (DEFICIT)

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

Under SFAS No. 123R, there was $0 of compensation cost related to
employee stock options recognized in the operating results for the
three months ended March 31, 2007 as no options were granted during
this period.

NOTE 5.  RELATED PARTY TRANSACTIONS

Officers and Shareholders - The Company's balance as of March 31, 2007
to former CEO Colette Cozean for services and expenses $965,094 (which
includes accrued interest of $129,164) and is recorded in accounts
payable.  The Company's balance as of March 31, 2007 to former CFO
Stuart Michelson for services is $150,703 (which includes accrued
interest of $5,183) and is also recorded in accounts payable.  No
activity accrued for the benefit of former CEO Cozean and former CFO
Michelson during the three-month period ended March 31, 2007.

The Company's balance as of March 31, 2007 to President/COO Timothy
Shea is $267,930 (which includes accrued expenses of $24,429 and
accrued salary of $243,501).

During October 2002, CEO Colette Cozean and CFO Stuart Michelson each
loaned the Company $20,000 which was used to fund a portion of the
closing costs on the Company's current debt refinancing.  In April
2003, Michelson loaned the Company an additional $6,000.  During 2004,
Cozean and Michelson loaned additional funds to the Company in the
amounts of $9,200 and $5,000, respectively.  Also during 2004, Louis P.
Valente, a director/shareholder lent the Company $10,000 to fund a
portion of legal services.  During 2005, Cozean lent an additional
$33,000 to the Company.  Payments of $10,000 and $5,000 were repaid to
Cozean and Michelson, respectively, in 2005.

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

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

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

At March 31, 2007, the Company also has accrued fees for past services
of $80,620 due to members of the Board of Directors (with the exception
of Cozean and Michelson).

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

Except as described above, there are currently no proposed transactions
between the Company, its officers, directors, shareholders, and
affiliates. Conflicts of interest could arise in the negotiation of the
terms of any transaction between the Company and its shareholders,
officers, directors, or affiliates.  We have no plans or arrangements,
including the hiring of an independent third party, for the resolution
of disputes with such persons, if they arise.  No assurance can be
given that conflicts of interest will not cause us to lose potential
opportunities, profits, or management attention.  Our Board of
Directors has adopted a policy regarding transactions between the
Company and any officer, director, or affiliate, including loan
transactions, requiring that all such transactions be approved by a
majority of the independent and disinterested members of the Board of
Directors and that all such transactions be for a bona fide business
purpose and be entered into on terms at least as favorable to the
Company as could be obtained from unaffiliated independent third
parties.

NOTE 6.  INVENTORIES

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

                           March 31,    December 31,
                             2007          2006
                          ----------    -----------
Raw Materials            $ 1,650,704    $ 1,650,704
Work in progress             299,175        299,175
Finished goods             2,468,065      2,483,420
                         -----------    -----------
     Total Inventory     $ 4,417,944    $ 4,433,299
                         ===========    ===========

At December 31, 2006 and March 31, 2007, management has reclassified
$4,073,299 of the Company's inventory to long-term assets in the
accompanying balance sheets to reflect inventory expected to be
consumed beyond the current operating cycle.

NOTE 7.  INCOME TAX PROVISION

The Company has net operating loss carryforwards from prior year
operations.  Income taxes are provided for the tax effects of
transactions reported in the financial statements for the three-month
periods ending March 31, 2007 and 2006.  The current period tax
expense, calculated using the current IRS tax rates, has been totally
offset by the tax benefit of the operating loss carryforwards.

NOTE 8.  SUBSEQUENT EVENTS

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

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

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

On the closing date, GEM Investors loaned the Company $200,492 of the
total amount of the Loan.  On April 25, 2007 the Company borrowed an
additional $136,000.  On May 15, 2007 the Company borrowed an
additional $113,900.  GEM Investors' obligation to loan additional
funds to the Company is conditioned on several factors, including, but
not limited to, the approval of GEM Investors or the Company not being
in default under the Loan Agreement or any other agreement between the
Company and GEM Investors and no material adverse changes in the
financial condition of the Company.

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

Purchase of Common Stock - During May 2007, GEM Investors purchased
3,052,000 shares of common stock from the United States Marshall's
Office.

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

                                ITEM 2

Management's Discussion and Analysis or Plan of Operation.
----------------------------------------------------------

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

                         Operating Highlights:

Revenues - Equipment sales for the quarter ended March 31, 2007 ("2007
Quarter") increased to $119,000 from $0 during the quarter ended March
31, 2006 ("2006 Quarter").  The 2007 Quarter revenue increase was due
to the Company continuing to develop its international sales and
marketing activities, especially in the European Community where it
received CE approval during February 2005.  It is anticipated that
sales will continue to develop in the short-term as a result of these
activities.

Salaries & Benefits - Expenses decreased 21% to $82,677 for the 2007
Quarter as compared to $104,456 for the 2006 Quarter.  The decrease was
due to the international sales position that has been vacant since
February 2006.

Advertising and Selling - The Company did not record any expenses for
advertising for either the 2007 Quarter or the 2006 Quarter.  It is
anticipated that these expenses will increase as the Company attends
tradeshows and revises its trade literature to reflect results from the
increased clinical activity as revenue collections begin to recover,
thus allowing more funding for these expenses.

Administrative and Other - Expenses decreased 28% to $58,810 for the
2007 Quarter as compared to $81,793 for the 2006 Quarter.  The decrease
was primarily due to not recognizing any share-based compensation for
option grants during the 2007 Quarter as well as minimal funding of all
operational activities due to continued restrictive available funds.
Small increases to other accounts such as travel have been offset by
decreases in utilities and administrative charges.

Professional Fees - Expenses decreased 51% to $68,421 for the 2007
Quarter as compared to $139,834 for the 2006 Quarter.  The decrease is
primarily due to the resignation of the former CEO and CFO on April 20,
2007.  No fees were recorded for these positions during the 2007
Quarter resulting in a savings of $48,000.  Legal fees also decreased
due to minimal activity associated with ongoing FDA regulatory matters.

Research and development - Expenses decreased 64% to $17,001 for the
2007 Quarter as compared to $47,001 for the 2006 Quarter.  Allocations
for payroll expenses have remained unchanged over these periods.
However, the resignation of the former CEO has resulted in a decreased
quarterly allocation of $30,000 from professional fees to research and
development activities.

Interest Expense - Interest expense decreased 16% to $32,674 for the
2007 Quarter as compared to $39,077 for the 2006 Quarter.  The decrease
was due to non-accruing interest charges against the balances of unpaid
fees and services due to the former CEO and CFO, both of whom resigned
from the Company on April 20, 2007.

Depreciation and Amortization - Expenses decreased 8% to $3,777 for the
2007 Quarter as compared to $4,116 for the 2006 Quarter as older
equipment has now become fully depreciated.

Total Operating Expenses - In summary, operating expenses decreased 39%
to $230,686 for the 2007 Quarter as compared to $377,200 for the 2006
Quarter.  The Company has controlled its administrative, marketing, and
payroll expenses while continuing to fund legal expenses for
operational, regulatory and patent matters.

Income (Loss) from Operations - The loss from operations for the 2007
Quarter was $(129,632) or $(0.00) cents per share as compared to a net
loss from operations of $(380,768) or $(0.01) cents per share for the
2006 Quarter.  The favorable variance is a direct result of the
increase in international sales which is anticipated to continue as
more international sales and marketing activities occur.

                    Liquidity and Capital Resources

As of March 31, 2007, the Company had a cash balance of $9,372 and a
working capital deficit of $(4,827,192) as compared to a cash balance
of $14,545 and a working capital deficit of $(4,693,711) at March 31,
2006.

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

The Company has significant liquidity problems which compromises its
ability to pay principal and interest on debt and other current
operating expenses in a timely manner.  The Company is seeking
additional sources of financing, which may include short-term debt,
long-term debt or equity.  There is no assurance that the Company will
be successful in raising additional capital.

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

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

On April 20, 2007, GEM loaned the Company $200,492 of the total amount
of the Loan.  On April 25, 2007, the Company borrowed an additional
$136,000.  On May 15, 2007 the Company borrowed an additional $113,900.
On May 31, 2007, the Company borrowed an additional $132, 416.  GEM
Investors' obligation to loan additional funds to the Company is
conditioned on several factors, including, but not limited to, the
approval of GEM or the Company not being in default under the Loan
Agreement or any other agreement between the Company and GEM and no
material adverse changes in the financial condition of the Company.
Proceeds from the sale of the of the Series B Convertible Preferred
Stock and the Loan have been used to repay former CEO Colette Cozean
and former CFO Stuart Michelson a portion of amounts owed them by the
Company and for general working capital.

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

                              RISK FACTORS
                              ------------

Lack Of Liquidity

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

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

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

Substantial Indebtedness

We have a substantial amount of indebtedness.  As of March 31, 2007 the
total indebtedness was $5,521,701 (including accounts payable and
accrued expenses of $3,585,711, and short-term notes payable comprised
of $196,714 in loans from shareholders and other investors, $531,122 in
payments for legal services, customers deposits of $120,000 and the
$1,088,154 remaining from the conversion of the convertible debenture
issued to GEM Global Yield Fund, Ltd. ("GEM Fund").  The GEM Fund note
payable will be satisfied with an equity issuance when the Company
amends its Articles of Incorporation to authorize additional common
stock.

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

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

Dilution

The Series B Convertible Preferred Stock issued to GEM Investors in
April 2007 is convertible into 55% of the our outstanding shares of
common stock on a fully diluted basis at the time of conversion.  In
addition, in May 2007, the Company agreed to convert $319,217 in
interest owed to GEM Fund into 25,537,360 shares of common stock (of
which 3,958,752 were issued and the balance are issuable upon an
increase in the authorized number of shares of common stock through an
amendment to our Articles of Incorporation).  The issuance of shares
upon conversion of the GEM Fund debentures, including 11,697,652
intended for the GEM Fund, will cause significant dilution to our
stockholders and may have an adverse impact on the market price of our
common stock.

The resale by GEM Fund or Knobbe, Marten, Olsen & Bear, L.L.P, (the
"Investors") of the common stock acquired from conversion of past
debentures will increase the number of our publicly traded shares,
which could depress the market price of our Company's common stock.
However, Knobbe, Marten, Olsen & Bear, L.L.P. is limited as to the
amount of shares it may sell to not more than fifteen percent (15%) of
our common stock's previous days trading volume.  GEM is limited as to
the amount of shares it may sell on any single day to the lesser of (i)
ten percent (10%) of that current trading 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 June 6, 2007, 60,000,000 shares of common stock, 3,590,616 stock
options, and 3,472,222 warrants were outstanding.  Furthermore, we may
issue additional options for up to an additional 1.8 million shares of
common stock pursuant to the 2001 Stock Option Plan, and we can also
issue additional warrants and grant additional stock options to our
employees, officers, directors and consultants, all of which may
further dilute our net tangible book value per share.

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

Because of the limited trading market for our common stock, and because
of the possible price volatility, investors may not be able to sell our
shares of common stock when they desire to do so.  Through the twelve
months ended December 31, 2006, our stock price ranged from a high of
$0.04 to a low of $0.01 per share.  The inability to sell shares in a
rapidly declining market may substantially increase the risk of loss
because of such illiquidity and because the price for our common stock
may suffer greater declines because of its price volatility.

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

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

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

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

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

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

The Company's founder, J.T. Lin, Ph.D., has continued to file patent
applications for Presbyopia that are assigned by agreement to the
Company.  However, he refuses to sign required prosecution documents,
claims ownership of certain of these patents and consequently, in some
cases, these patents are being abandoned.  These abandonments can
negatively impact the strength of the Company's patent position unless
the Company can get said patents reinstated once the required documents
have been executed by Dr. Lin.

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

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

Our ophthalmic laser, OptiVision, is approved by the FDA to be marketed
for certain ophthalmic applications.  The presbyopia indication is
currently being tested in clinical trials outside the United States,
and the Company has applied for an Investigational Device Exemption to
test it in the United States, which has been approved on a conditional
and limited basis.  We have a significant inventory of ophthalmic laser
systems, which were acquired from Premier Laser Systems, Inc.  In order
to manufacture laser systems or repair laser systems, we will need to
become registered as a manufacturer with the FDA and abide by Good
Manufacturing Practices (GMP).  These regulations impose certain
procedural and documentation requirements with respect to our
manufacturing, research and development and quality assurance
activities.  Our facilities will be subject to inspections by the FDA
and other regulatory agencies, and if any material noncompliance with
GMP guidelines is noted, the marketing of all laser products may be
adversely affected.  During January 2004, the Company was involved in
an inspection and received a Form 483 notice and Warning Letter
resulting in its inability to ship products to certain countries
throughout the world.  During November 2006, the Company was involved
in an inspection and received a Form 483 notice.  The Company has
responded to this notice.  The Company and its clinical investigators
were involved in numerous inspections in 2003 and January 2004, which
resulted in additional Form 483s and Warning Letters, some of which
have since been resolved.

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

The sale of our medical products involves the inherent risk of product
liability claims.  We 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.

We Face Competition In Certain Markets

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

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

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

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

Effect Of Corporate Measures

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

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

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

The Loss Of Key Personnel Could Adversely Affect Our Business

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

We Do Not Expect To Pay Any Dividends

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

NASDAQ Listing

Our common stock is quoted on the Pink Sheets LLC.  We currently are
not listed on the NASDAQ National Market system.  We cannot assure
investors that it will ever meet the criteria for listing the common
stock on such market system, which would provide a stronger trading
market.  Lack of listing on the NASDAQ National Market may make it more
difficult for us to raise funds through the sale of our common stock or
securities convertible into our common stock.  We had been quoted on
the OTCBB until May 24, 2007, but became quoted on the Pink Sheets due
to our delinquency in filing the 2006 Annual Report on Form 10KSB and
this quarterly report on Form 10QSB for the quarter ended March 31,
2007.  We intend to file our periodic reports with the SEC on a timely
basis now that we have had a change of control and to reapply for
quotation on the OTCBB.

Forward-Looking Statements

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

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

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

                                  ITEM 3
                         Controls and Procedures

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

There have been no significant changes in internal controls over
financial reporting (as defined in Rule 13a-15(f)) during the three
months ended March 31, 2007 that materially affected, or are reasonably
likely to materially affect, our internal controls over financial
reporting.

                                 PART II

                            OTHER INFORMATION
                            -----------------

Item 1. Legal Proceedings

Raul Arevalo - On April 21, 2005, the Company received a personal
injury complaint from Raul Arevalo, claiming damages in excess of
$50,000 for injuries caused to his eyes in May 1997 by an excimer laser
allegedly manufactured and sold by J.T. Lin and Photon Data, a
predecessor to SurgiLight.  Discovery is on going.  The Company, based
on advice of its counsel, is vigorously defending itself against this
claim.

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

GEM Convertible Debenture - During January 2003, GEM Global Yield Fund,
Ltd. ("GEM Fund") had notified the Company of its intent to convert the
remaining balance on its convertible debenture (purchased in 2000) to
stock effective January 2003.  In April 2003 GEM Fund and the Company
agreed for GEM Fund to convert the remaining $2 million debenture to
common stock at a price of $0.093.  GEM Fund initially converted shares
equal to nineteen and nine-tenths percent (19.9%) of the total issued
and outstanding shares of the Company's common stock on April 11, 2003
and was also granted possession of the shares that were originally
escrowed as part of the 2000 debenture agreement.  At March 31, 2007,
the debenture has been partially converted leaving a note payable
liability principal balance of $1,088,154, plus accrued but unpaid
interest.  That note payable is convertible into shares of common stock
when sufficient shares become authorized and available.

In June 2004, GEM Fund filed a lawsuit and a request for a preliminary
injunction in New York against SurgiLight and certain of its officers
and directors, to require the Company, among other things, to issue GEM
Fund additional shares under its convertible debenture, which the
Company is unable to accommodate until additional shares are authorized
by the shareholders.  The Company filed a cross-complaint alleging that
GEM Fund violated Securities Statutes 16(b).  On April 20, 2007 the
Company and GEM Fund agreed to settle the dispute and a Stipulation of
Dismissal with Prejudice was filed with the District Court for the
Southern District of New York.  As part of that settlement, the Company
remains obligated to issue the remaining shares to satisfy the
$1,088,154 liability once additional common shares are authorized by an
amendment to the Company's Articles of Incorporation.
J.T. Lin - The Company filed litigation in September 2005 in Orange
County, FL seeking an order from the court to confirm that certain
patents naming J.T. Lin as inventor are owned by SurgiLight per the
Proprietary Information and Inventions Agreement signed by J.T. Lin
during his employment with SurgiLight and requiring J.T. Lin to sign
the paperwork required for the Company to prosecute said patents.  In
addition, the Company seeks payment of a debt owed by TAO Medical to
SurgiLight in excess of $150,000.

During January 2006 the Company's received a temporary injunction that
prohibits Mr. Lin from contesting the ownership of 33 patents or patent
applications worldwide.  In December 2005, the European patent office,
in recording the Company's assignment of a certain patent, rejected Dr.
Lin's claims with regard to that patent.  It was the only assignment he
had attempted to contest.

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

Item 2. Changes in Securities

As of June 6, 2007, 60,000,000 shares of common stock, 3,590,616 stock
options, and 3,572,222 warrants were outstanding, and, as far as we can
determine, were held of record by approximately 231 persons.

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

Purchase of Common Stock - During May 2007, GEM Investors purchased
3,052,000 shares of common stock from the United States Marshall's
Office.

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

Item 3. Defaults Upon Senior Securities
None.

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 8, 2007
                                     /s/ Timothy Shea
                                     ---------------------
                                     Timothy Shea, President/COO

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