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SEC      Potential persons who are to respond to the collection
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)
[x]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934
                                  For the quarterly period ended March 31, 2002
                                                                 --------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
                   For the transition period from                to
                                                  -------------     -----------


                         Commission file number           0-24897
                                                 ------------------------

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

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

                2001 Science Drive, Suite 140, Orlando, FL 32826
              -----------------------------------------------------
                    (Address of principal executive offices)

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

         ---------------------------------------------------------------
   (Former name, former address and former fiscal year, if changed since last
                                    report)

    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.


                                       1
<PAGE>

Yes [x ] No [  ]

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 28,622,040
                                                  ----------

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [x]


                                       2
<PAGE>

                         PART I -- FINANCIAL INFORMATION




                                       3

<PAGE>

                          Item 1. Financial Statements.





                                       4
<PAGE>

<TABLE>
<CAPTION>
SurgliLight, Inc
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
                                                                                  UNAUDITED                 AUDITED
                                                                                  March 31,              December 31,
ASSETS                                                                               2002                    2001
CURRENT ASSETS:
<S>                                                                                <C>                     <C>
  Cash and cash equivalents                                                        $ 396,907               $ 438,072
  Accounts receivable - net of allowance for doubtful
    accounts of $133,000 in 2002 and $90,000 in 2001                                 976,296                 302,691
  Inventory                                                                        1,903,412               2,004,139
  Notes receivable                                                                   105,000                 105,000
  Other current assets                                                               397,721                 271,243
                                                                                    --------                --------
           Total current assets                                                    3,779,336               3,121,145
Property and equipment, net of accumulated depreciation                              897,478               1,107,749
   of $746,260 and $1,940,488
Other Assets:
   Accounts Receivable - Long term                                                   166,000                       -
   Inventories-Long term                                                           4,014,296               4,014,296
   Intangible assets, net of accumulated amortization
    of $308,771 and $282,446                                                         677,800                 704,125
                                                                                    --------                --------

TOTAL                                                                           $ 9,534,910              $ 8,947,315
                                                                                ============            ============
Liabilities and Stockholders Equity
Current liabilities:
  Accounts payable and accrued expenses                                          $ 1,022,958             $ 1,403,175
  Customer deposits                                                                  675,333                 438,333
  Current portion of long term debt                                                  672,934                 819,202
                                                                                    --------                --------
           Total current liabilities                                               2,371,225               2,660,710
                                                                                  ----------              ----------
Long term debt less current installments                                             204,582                  96,241
                                                                                    --------                 -------
           Total liabilities                                                       2,575,807               2,756,951

Convertible debentures                                                             2,429,043               2,477,666
Stockholders' equity
Common stock, $0.0001 par value; 30,000,000 shares authorized                          2,862                   2,789
28,622,040 and 27,883,713 issued and outstanding
Preferred stock, $0.0001 par value; 5,000,000 shares authorized                            7                       7
62,000 issued and outstanding
  Additional paid-in capital                                                       9,172,793               9,020,403
  Treasury Stock                                                                    (202,094)               (202,094)
  Accumulated deficit                                                             (4,443,508)             (5,108,408)
                                                                                ------------            ------------
           Total stockholders' equity                                              4,530,060               3,712,698
                                                                                ------------            ------------
TOTAL                                                                           $  9,534,910             $ 8,947,315
                                                                                ============            ============
</TABLE>


                                       5
<PAGE>
<TABLE>
<CAPTION>

SurgiLight, Inc.
AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

------------------------------------------------------------------------------------------------------------------------------

                                                                                   UNAUDITED                     UNAUDITED
                                                                                              Three Months Ended
                                                                                   March 31,                     March 31,
                                                                                      2002                         2001

<S>                                                                                 <C>                          <C>
REVENUES                                                                            $1,433,872                   $ 647,000

COST OF REVENUES                                                                       179,925                     119,000
                                                                                      --------                     -------

           Gross profit                                                              1,253,947                     528,000

SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES:
  Advertising and selling                                                               35,644                      21,260
  Professional fees                                                                    171,676                     160,899
  Salaries and benefits                                                                254,341                     173,113
  Depreciation and amortization                                                        119,177                     139,840
  Administrative and other                                                             200,290                     182,888
                                                                                      --------                    --------

           Total selling, general, and administrative expenses                         781,128                     678,000
                                                                                      --------                    --------

           Operating income (loss)                                                     472,819                    (150,000)

Interest expense (income)                                                               20,374                     (14,000)
Gain (loss) on sale of asset                                                           212,455                           -
Loss on foreign currency translation                                                         -                           -
                                                                                      --------                     -------

Net income (loss)                                                                    $ 664,900                  $ (136,000)
                                                                                      ========                     =======

NET GAIN (LOSS) PER SHARE - Basic and diluted                                        $    0.02                  $    (0.01)
                                                                                      ========                     =======

WEIGHTED AVERAGE SHARES USED IN CALCULATING
BASIC AND DILUTED LOSS PER SHARE                                                    28,622,040                  21,663,000
                                                                                    ==========                  ==========
</TABLE>


                                       6
<PAGE>

<TABLE>
<CAPTION>

                                SURGILIGHT, INC.

                            Statements of Cash Flows

               for the three months ended March 31, 2002 and 2001

                                                                                  2002                2001
                                                                            ------------------  ------------------
<S>                                                                                <C>                <C>
Cash flows from operating activities:
     Net income (loss)                                                              $ 664,900          $ (136,000)
     Adjustments to reconcile net income (loss) to net
       cash provided by (used in) operating activities:
          Depreciation                                                                 92,852              72,000
          Amortization                                                                 26,325               5,000
          Gain on disposal of equipment                                              (212,455)                  -
          Stock issued for services                                                         -                   -
     Increase (decrease) in assets and liabilities, net
       of business acquisitions and dispositions
          Receivables                                                                (839,605)             16,000
          Inventories                                                                 100,727             (15,000)
          Notes receivable                                                                  -              35,000
          Other assets                                                               (126,479)            (12,000)
          Deposits                                                                          -                   -
          Accounts payable                                                           (276,376)         (1,338,000)
          Customer deposits                                                           237,000                   -
                                                                            ------------------  ------------------

               Net cash provided by (used in) operating activities                   (333,111)         (1,373,000)
                                                                            ------------------  ------------------

Cash flows from investing activities:
     Purchases of equipment                                                            (2,126)            (33,000)
     Purchases of investment                                                                               (8,000)
     Proceeds from sale of equipment                                                  332,000
     Payments for patents                                                                   -                   -
                                                                            ------------------  ------------------

               Net cash used in investing activities                                  329,874             (41,000)
                                                                            ------------------  ------------------

Cash flows from financing activities:
     Proceeds from long-term debt                                                           -             150,000
     Repayment of long term borrowing                                                       -              (3,000)
     Repayment of notes payable                                                       (37,928)                  -
     Loans from shareholders                                                                -                   -
     Proceeds from sale of stock                                                            -                   -
     Stock issuance cost                                                                    -                   -
     Purchase of treasury stock                                                             -                   -
     Proceeds from sale of debenture                                                        -                   -
                                                                            ------------------  ------------------

               Net cash provided by financing activities                              (37,928)            147,000
                                                                            ------------------  ------------------

Net increase (decrease) in cash                                                       (41,165)         (1,267,000)

Cash, beginning of year                                                               438,072           1,774,000
                                                                            ------------------  ------------------

Cash, end of year                                                                     396,907             507,000
                                                                            ==================  ==================

Cash paid during the year for interest                                               $ 20,374                 $ -
                                                                            ==================  ==================

Noncash financing activities and supplemental information:
     During the three months ended March 31, 2002 $16,464,
        of debentures were converted into shares of the Company's common stock.

</TABLE>

                                       7
<PAGE>

<TABLE>
<CAPTION>

SurgiLight, Inc.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE PERIOD ENDED MARCH 31, 2002 AND FOR THE YEAR ENDED DECEMBER 31, 2001
------------------------------------------------------------------------------------------------------------------------------


                                                                            Prefered              Additional
                                                  Common                      Stock                 Paid-in
                                        Shares            Amount      Shares       Amount           Capital
                                        ------------------------------------------------------------------

<S>                                    <C>                <C>               <C>      <C>          <C>
                                       21,579,419         $ 2,158           0        $ 0          6,772,378
                                      -----------        --------          --       ----         ----------
Balance at December 31, 2000           21,579,419           2,158                                 6,772,378

Stock issued for services                 195,833              20                                    46,980
Sale of common stock                            -               -                                         -
 - private placement                       50,880               5                                    32,929
Sale of preferred stock                         -               -                                         -
 - private placement                            -               -      62,000          7             92,994
Conversion of debentures                2,055,289             205                                   770,523
Purchase of common stock                        -               -                                         -
Common stock returned                           -               -                                         -
   and cancelled                           (3,000)              -                                   (45,000)
Escrow common stock subscribed          4,005,292             401                                      (401)
Accrued stock compensation                      -               -                                         -
    Net Income (Loss)                          -               -            -          -                  -
                                               --              --          --         --                 --
Balance at December 31, 2001           27,883,713         $ 2,789      62,000        $ 7        $ 7,670,403
                                      ===========        ========     =======       ====       ============

Issuance of deferred stock                514,706              50                                   174,950
Issuance of stock in lieu of payment      223,621              23                                    56,440
Debt forgiveness                                -               -                                    96,000
    Net Income (Loss)                           -               -           -          -                  -
                                               --              --          --         --                 --
Balance at March 13, 2002              28,622,040         $ 2,862      62,000        $ 7        $ 7,997,793
                                      ===========        ========     =======       ====       ============



                                        Deferred                                   Total
                                    Compensation/      Accumulated  Treasuary    Stockholders'
                                         Other            Deficit    Stock         Equity





Balance at December 31, 2000                    -      (2,402,197)   (196,824)  4,175,515
                                               --    ------------  ----------   ---------
Stock issued for services                              (2,402,197)   (196,824)  4,175,515
Sale of common stock                                                               47,000
 - private placement                                                                    -
Sale of preferred stock                                         -           -      32,934
 - private placement                                            -           -           -
Conversion of debentures                                        -           -      93,001
Purchase of common stock                                        -           -     770,728
Common stock returned                                           -      (5,270)     (5,270)
 and cancelled                                                                          -
Escrow common stock subscribed                                                    (45,000)
Accrued stock compensation              1,350,000               -           -   1,350,000
 Net Income (Loss)                              -      (2,706,211)          -  (2,706,211)
                                               --    ------------          --  ----------
Balance at December 31, 2001           $1,350,000     $(5,108,408) $(202,094)  $3,712,697
                                     ============  ============== =========== ===========


Issuance of deferred stock               (175,000)              -           -           -
Issuance of stock in lieu of payment                            -                  56,463
Debt forgiveness                                                -                  96,000
 Net Income (Loss)                              -         664,900           -     664,900
                                               --        --------          --     -------
 Balance at March 31, 2002             $1,175,000     $(4,443,508)  $(202,094) $4,530,060
                                     ============  ============== ===========  ==========

</TABLE>

                                       8
<PAGE>
Surgilight Inc. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

 1.     Business and Basis of Presentation

        SurgiLight, Inc., and its wholly owned subsidiaries (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 mobile cosmetic laser centers in Florida.

        The accompanying condensed unaudited 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. In the opinion of management, the accompanying condensed
        unaudited 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 most recent filing on Form 10-KSB, which was filed with the
        Securities and Exchange Commission, SEC, on April 13, 2001. 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.

        Reverse Acquisition - In March 1999 the Company (SurgiLight, Inc.)
        acquired all shares and intellectual property of Photon Data, Inc.
        ("PDI") by a stock swap of issuing 8,145,000 shares of the Company's
        common stock to the shareholders of PDI. Also in March 1999 the Company
        acquired 100% of Advanced Medical Laser Service, Inc. ("AMSLI")
        (formerly known as Advanced Marketing Technology, Inc.) stock in
        exchange for 2,360,000 shares of common stock, which were to be
        delivered based on selected performance criteria, 20% were delivered
        immediately to the shareholders of AMSLI and the remaining 80% were to
        be held in escrow by the Company until AMSLI met its performance
        criteria. The fair market value of asset acquired was $93,511. In March
        1999 the Company also acquired 100% of EMX, Inc. stock in exchange for
        230,000 common shares. The fair market value of assets acquired was
        valued at $ 22,667. On March 31, 1999, the Company acquired MAS
        Acquisition III Corporation (the Merger) accordingly the Company
        exchanged 10,394,330 shares of the Company's common stock for 10,394,330
        shares of MAS Acquisition III, Corp. common stock. The transaction was
        accounted for in a manner similar to a reverse acquisition, as if MAS
        Acquisition III Corp. acquired the Company. The net assets for MAS
        Acquisition III Corp. were not adjusted in connection with the reverse
        acquisition since they were monetary in nature. In connection with the
        acquisition, the name of MAS Acquisition III, Inc. was changed to
        SurgiLight, Inc. Immediately subsequent the Company filed with the SEC
        form 14f-1(see filing 14F-1 dated March 31,1999 for greater detail). As
        a result of this reverse purchase


                                       9
<PAGE>

        accounting treatment, (i) the historical financial statements of the
        Company for periods prior to the date of the merger are those of
        SurgiLight, Inc.; (ii) all reference to the financial statements of the
        "Company" apply to the historical financial statements of SurgiLight
        prior to the merger and to the consolidated financial statements of the
        Company subsequent to the merger.

        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 remaining 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.
        Also on January 1, 2000, the Company sold 85% of its interest in EMX for
        approximately $500,000, in exchange for 150,000 shares of EMX's common
        stock. EMX is to pay the Company $300,000 by December 31, 2003. EMX can
        also exercise an option to buy back the remaining 15% from SurgiLight
        for approximately $200,000 by January 31,2004. If EMX does not exercise
        this option, then EMX is obligated to pay the Company 10% of its gross
        profits quarterly over an unspecified period of time.

        In October 2000, the Company acquired the inventory and technology of
        the ophthalmic laser division of Premier Laser Systems. 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. In June 2001, the Company
        reevaluated the intangible assets and $600,000 was reallocated to
        inventory. On December 26, 2001, the Company became the successor to
        Premier under a bankruptcy court decision. The Company acquired several
        additional technologies including two diode systems and approximately $3
        million in additional inventory of the infrared erbium laser for $1.7
        million, consisting of $350,000 in cash and $1,350,000 payable in common
        stock between December, 2001 and July, 2002.

2.      Summary of Significant Accounting Policies

        The accompanying consolidated financial statements have been prepared in
        accordance with accounting principles accepted in the United States of
        America. The following is a summary of significant accounting policies:

        Principles of Consolidation - The consolidated financial statements
        include the Company and its wholly owned subsidiaries, AMLSI, and
        Plantation. All significant intercompany accounts and transactions have
        been eliminated in the consolidated financial statements.

        Cash and Cash Equivalents - The Company considers all highly liquid
        financial instruments with maturity at time of purchase of ninety days
        or less to be cash equivalents.

        Concentrations of Credit Risk - Cash and cash equivalents in excess of
        federally insured levels and accounts receivable potentially subject the
        Company to a concentration of credit risk. The Company currently derives
        its revenues from a wide variety of companies.


                                       10
<PAGE>


        Fair Value of Financial Instruments - The Company's financial
        instruments, including cash and cash equivalents, accounts receivable,
        accounts payable and notes payable are carried at cost, which
        approximates fair value based on the short-term maturity of these
        instruments.

        Earnings Per Share - In accordance with Statement of Financial
        Accounting Standards No. 128, "Earnings Per Share," the Company has
        reported basic earnings per share and diluted earnings per share. The
        diluted weighted average common shares outstanding include no impact of
        the assumed exercise of 215 warrants with an exercise price of 125%
       (see Note 6 - Commitments and Contingencies) because the effect of the
        assumed conversion had an anti-dilutive effect.

        Inventory - Inventory that consists primarily of laser systems, parts
        and components, is stated at the lower of cost or market. Cost is
        determined using the first-in first-out (FIFO) method.

        Property and Equipment - Property and equipment are stated at cost.
        Depreciation is calculated on the various asset classes over their
        estimated useful lives, which range from three to seven years.

        Intangible Assets - Intangible assets consist of patents and goodwill.
        Intangibles are amortized on a straight-line basis over twenty, fifteen
        and three years, respectively.

        Long-Lived Assets -All long-lived assets and certain identifiable
        intangibles held and used are reviewed for impairment whenever events or
        changes in circumstances indicate that the carrying amount of such
        assets may not be recoverable. The Company compares the carrying value
        of its long-lived assets to projected undiscounted cash flows to
        determine whether such assets are impaired and to evaluate the
        reasonableness of the depreciation and depreciation periods.

        Revenue Recognition -Revenues are recognized at the time products are
        shipped or services are provided to the customer. The Company recognizes
        revenues from laser sales per their respective agreements. Costs
        incurred in connection with the sale of lasers are expensed as incurred.
        The Company believes its revenue recognition policies conform to Staff
        Accounting Bulletin No. 101 of the Securities and Exchange Commission.

        Income Taxes - The Company accounts for income taxes under the liability
        method. Under such method, deferred taxes are computed based on the tax
        liability or benefit in future years of the reversal of temporary
        differences in the recognition of income or deduction of expenses
        between financial and tax reporting purposes. Deferred tax assets and
        liabilities are classified as current or non-current based on the
        classification of the related asset or liability for financial reporting
        purposes, or on the expected reversal date for deferred taxes that are
        not related to an asset or liability. A valuation allowance is provided
        to reduce deferred tax assets to the amount considered more likely than
        not to be realizable.

        Stock-Based Compensation - The Company has elected to follow Accounting
        Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to
        Employees, and related interpretations, in accounting for its employee
        (and non-employee members of the Board of Directors) stock options, and
        complies with the disclosure requirements of Statement of Financial
        Accounting Standards (SFAS) No. 123, Accounting for Stock Based
        Compensation (SFAS No. 123).  APB No. 25 provides that the compensation
        expense relative to the Company's employee stock options is measured
        based on the intrinsic value of the stock option.  SFAS No. 123 requires
        companies that continue to follow APB No. 25 to provide a pro forma
        disclosure of the impact of applying the fair value method of SFAS No.
        123 (see Note 6).  All stock-based awards to non-employees, other than
        members of the Board of Directors, are accounted for at their fair value
        in accordance with SFAS No. 123.

                                       11
<PAGE>


        The Company's non-employee stock-based compensation is determined using
        the Company's quoted closing market price as quoted on the
        Over-The-Counter Bulletin Board or the Black-Scholes option pricing
        model.

        Use of Estimates - The preparation of the financial statements in
        conformity with accounting principles generally accepted in the United
        States of America requires management to make estimates and assumptions
        that affect the reported amounts of assets and liabilities, the
        disclosure of contingent assets and liabilities at the date of the
        financial statements, and the reported amounts of revenues and expenses
        during the reporting period. Actual results could differ from those
        estimates.

        New Accounting Pronouncement - SFAS No. 133, Accounting for Derivative
        Instruments and Hedging Activities (SFAS No. 133), is effective for all
        fiscal years beginning after June 15, 2000. SFAS No. 133, as amended and
        interpreted, established accounting and reporting standards for
        derivative instruments, including certain derivative instruments
        embedded in other contracts, and for hedging activities. All
        derivatives, whether designated in hedging relationships or not, will be
        required to be recorded on the balance sheet at fair value. If the
        derivative is designated as a fair-value hedge, the changes in the fair
        value of the derivative and the hedged item will be recognized in
        earnings. If the derivative is designated as a cash-flow hedge, changes
        in the fair value of the derivative will be recorded in other
        comprehensive income and will be recognized in the consolidated
        statements of income when the hedged item affects earnings. SFAS No. 133
        defines new requirements for designation and documentation of hedging
        relationships, as well as ongoing effectiveness assessments in order to
        use hedge accounting. For a derivative that does not qualify as a hedge,
        changes in fair value will be recognized in earnings.

        The Company adopted SFAS No. 133 effective January 1, 2001. The adoption
        of SFAS No. 133 had no impact on the financial position, results of
        operations or cash flows of the Company.

        Goodwill and Intangible Assets - In June 2001, the Financial Accounting
        Standards Board issued Statements of Financial Accounting Standards No.
        141, Business Combinations, and No. 142, Goodwill and Other Intangible
        Assets, effective for fiscal years beginning after December 15, 2001.
        Under the new rules, goodwill and intangible assets deemed to have
        indefinite lives will no longer be amortized but will be subject to
        annual impairment tests in accordance with the statements. Other
        intangible assets will continue to be amortized over their useful lives.

        The Company will apply the new rules on accounting for goodwill and
        other intangible assets beginning in the first quarter of 2002.
        Application of the non-amortization provisions of the Statement is not
        expected to have a significant impact on the Company's financial
        position at transition. During 2002, the Company will perform the first
        of the required impairment tests of goodwill and indefinite lived
        intangible assets as of January 1, 2002 and has not yet determined what
        the effect of these tests will be on the earnings and financial position
        of the Company.

        Comprehensive Income - SFAS No. 130 establishes standards for reporting
        comprehensive income and its components in the financial statements.
        Comprehensive income, as defined, includes all changes in equity during
        a period from non-owner sources.

        Net Gain (Loss) Per Share Information - Basic and diluted gain and/or
        loss per share is computed based on the weighted average shares
        outstanding during the period. Diluted net income per share includes the
        dilutive effect of potential common stock issuances using the treasury
        stock method. Common equivalent shares are excluded from the computation
        if their effect is anti-dilutive.

                                       12
<PAGE>



        The following table sets forth the calculation of net gain (loss) per
        share for the three-month period ended March 31, 2002 and 2001:

<TABLE>
<CAPTION>

                                                         UNAUDITED      AUDITED
                                                           2002           2001

<S>                                                      <C>          <C>
Net income (loss)                                        $ 664,900    $ (136,000)
                                                         ==========   ==========

Weighted average shares outstanding                     28,622,040    21,663,000
                                                        ===========   ==========

Net income (loss) per share - basic and diluted             $ 0.02       $ (0.01)
                                                           =======    ==========
</TABLE>

        For the period ended March 31, 2002 the Company had common equivalent
        shares outstanding that could potentially dilute earnings per share in
        the future. The potential numbers of common shares into which these
        outstanding securities are convertible are as follows as of March 31,
        2002:

<TABLE>
<CAPTION>

<S>                                                                  <C>
Warrants issued with private placement of Preferred stock            15,500
Warrants issued with Debenture (GEM)                                200,000
                                                                    -------
                                                                    215,500
                                                                    =======
</TABLE>



3.   Property and Equipment

      Property and equipment consists of the following as of March 31, 2002 and
      December 31, 2001:

<TABLE>
<CAPTION>

                                                                UNAUDITED            AUDITED
                                                                   2002                2001

<S>                                                                <C>               <C>
Computer equipment                                                 89,385            87,259
Furniture, fixtures, and equipment                                385,346           385,346
Laser equipment                                                   412,600         1,819,225
Laboratory equipment                                              156,156           156,156
Cosmetic center mobil laser centers (vehicles)                     77,749            77,749
US Laser equipment                                                522,502           522,502
                                                                 --------          ---------

                                                                1,643,738         3,048,237
Less accumulated depreciation                                    (749,260)       (1,940,488)
                                                                 ---------       -----------

                                                                 $894,478        $1,107,749
                                                                 ========        ==========
</TABLE>

Depreciation expense for the three-month period ended March 31, 2002 was
$92,852.

                                       13
<PAGE>

4.   Intangible Assets

     Intangible assets consist of the following as of March 31, 2002 and
     December 31, 2001:

<TABLE>
<CAPTION>

                                                        UNAUDITED             AUDITED
                                                           2002                 2001

<S>                                                    <C>                  <C>
Goodwill                                               $ 685,691            $ 685,691
Patents                                                  180,000              180,000
FDA & Loan Costs                                         120,880              120,880
                                                        --------             -------

                                                         986,571              986,571
Less accumulated amortization                           (308,771)            (282,446)
                                                        --------            ---------

                                                       $ 677,800            $ 704,125
                                                       ==========           =========
</TABLE>

Amortization expense for the three-month period ended
March 31, 2002 was $26,325.

5.      Common Stock Issued for a Distribution and Licensing Agreement - In
        March 1999, the Company acquired an exclusive distribution and licensing
        agreement from GAM for consideration consisting of 50,000 unregistered
        shares of $.0001 par value common stock.

        Stock Split- In January 2000, the Company affected a 2 for 1 stock split
        for the shareholders of record as of January 25, 2000. Accordingly, all
        share and per share information has been adjusted.

6. Commitments and Contingencies

        Debenture - In November 2000, the Company entered into a Convertible
        debenture 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 $ 3,000,000 in operating capital less
        fees of approximately $100,000. The Company also put into escrow
        2,150,000 shares pursuant to the agreement. This was accounted for as
        follows: Cash of approximately $2,900,000, intangible asset loan cost of
        approximately $100,000 and Notes payable of $3,000,000. The escrow
        shares have been accounted for as follows: Common stock of approximately
        215; Subscribed common stock (Escrow) for approximately 2,150,000 and
        additional paid in capital.

        On 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. 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.


                                       14
<PAGE>


        Sale of Excimer Laser Systems - In March, 2002, the Company entered into
        a binding letter of intent to sell the assets and associated liabilities
        of its approximately 20-excimer laser systems including a royalty income
        stream from the International Laser Eye Centers (LEC). The purchaser,
        Orlando-based Tao Enterprises, is paying $332,000 for the assets, with
        an additional $50,000 to be based on clinical revenues.


                                     ******


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.

Revenues - The Company's consolidated net revenues for the three months ended
March 31, 2002 (2002 Quarter) increased by approximately 122% to $1,433,872 from
$647,000 for the three months March 31, 2001 (2001 Quarter). The increase in
revenue is primarily due to increased sales of the OptiVision Laser.

Cost of Revenues - Increased approximately 51% to $179,925 for the 2002 Quarter
as compared to $119,000 for the 2001 Quarter. This increase generally reflects
the increased sales levels.

Advertising and Selling - Expenses increased to $35,644 for the 2002 Quarter as
compared to $21,260 for the 2001 Quarter. It is anticipated that these expenses
will continue to increase as the Company attends additional tradeshows, revises
its' literature to reflect results from the increased clinical activity, and
begins to sell additional units for use in clinical trails.

Professional Fees - Expenses increased to $171,676 for the 2002 Quarter as
compared to $160,899 for the 2001 Quarter.

Salaries & Benefits - Expenses increased to $254,341 for the 2002 Quarter as
compared to $173,113 for the 2001 Quarter. This increase was primarily due to
consulting fees and payoffs of accrued payroll benefits.

Depreciation and Amortization - Expenses decreased to $119,177 for the 2002
Quarter as compared to $139,840 for the 2001 Quarter. The decrease in
depreciation resulted primarily from the sale of the remote 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 increased to $200,290 for the 2002 Quarter
as compared to $182,888 for the 2001 Quarter. These expenses increased due to
the increase in contract labor required to assist with regulatory issues as well
as increases in general administration expenses.

Total Selling, General and Administrative - Expenses increased to $781,128 for
the 2002 Quarter as compared to $678,000 for the 2001 Quarter.

Interest Expense (Income) - Increased to $20,374 for the 2002 Quarter as
compared to ($14,000) for the 2001 Quarter. This increase in net interest
expense results from additional laser purchases for the laser center business
and a $500,000 line of credit from Merrill Lynch.


                                       15
<PAGE>

 Net Income - increased to $664,900 or .02 cents per share for the 2002 Quarter
 as compared to a net loss of $136,000 or .01 cent per share during the 2001
 Quarter. The favorable increase in net income can be 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 March 31, 2002, the Company had unrestricted cash and cash equivalents of
 $396,097 and a working capital surplus of approximately $1.57 million as
 compared to $438,072 of unrestricted cash and cash equivalents and working
 capital surplus of approximately $ 460,000 at December 31,2001. The decrease in
 cash can be primarily attributed to payments to reduce the amount owed to
 Premier and well as payments for the increased litigation expenses. The
 increase in the working capital surplus is primarily due to the increased sales
 of OptiVision.

 Accounts payable decreased to $1,022,958 at March 31, 2002 as compared to
 $1,403,175 at December 31, 2001 primarily as a result of payments to Premier.
 Included in accounts payable at March 31, 2002 is approximately $325,000 still
 owed to Premier.

 Other current liabilities increased to $1,348,267 at March 31, 2002 from
 $1,257,535 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.

 The Company anticipates that its current cash, cash equivalents, as well as
 anticipated cash flows from operations and additional capital contributions
 from private placements, will be sufficient to meet its working capital needs
 for the next 12 months.

 The Company's future capital requirements will depend on many factors, the
 scope and results of pre-clinical studies and pre-clinical trials, the cost and
 timing of regulatory approvals, research and development activities,
 establishment of manufacturing capacity, and the establishment of the marketing
 and sales organizations and other relationships, acquisitions or divestitures,
 which may either involve cash infusions or require additional cash.

 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. 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, and achieve and sustain profitable operations.

 Risks and Uncertainties: 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. Such forward-looking
 information involves important risks and uncertainties that could significantly
 affect anticipated results in the future and, accordingly, such results may
 differ materially from those expressed in any forward-looking statements made
 by, or on behalf of, the Company.


                                       16
<PAGE>

PART II -- OTHER INFORMATION

Item 1. Legal Proceedings

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.  Miano has recently changed counsel and we are now actively engaged
in settlement negotiations.

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 SEC has notified the Company
that the SEC will stay any civil proceedings pending the outcome of the ongoing
criminal proceedings.  Dr. Lin has agreed to indemnify the Company against any
liabilities resulting from these actions.

Item 2. Changes in Securities

As of March 31, 2002, there were 28,622,040 shares of common stock issued and
outstanding, held by approximately 1,350 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.


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

3.1 (1)

Articles of Incorporation of SurgiLight, Inc., as amended to date.


3.2 (1)

Bylaws of SurgiLight, Inc., as amended to date.


4.1 (2)

Specimen of Common Stock certificate.


4.2(3)

Convertible Debenture Purchase Agreement by and among GEM Global Yield
Fund Limited and SurgiLight, Inc., dated as of June 30, 2000.


4.3(3)

3% Convertible Debenture Due November 8, 2003.


4.4(3)

Warrant to Purchase Common Stock of SurgiLight, Inc.


4.5(3)

Registration Rights Agreement between SurgiLight, Inc. and GEM Global
Yield Fund Limited, dated as of June 30, 2000.


4.6(3)

Debenture and Warrant Shares Escrow Agreement by and among SurgiLight, Inc.,
Kaplan Gottbetter & Levenson, LLP and GEM Global Yield Fund Limited, dated as of
June 30, 2000.


4.7(3)

Warrant to Purchase Common Stock of SurgiLight, Inc.



4.8(3)

Agreement between SurgiLight, Inc. and Chai Chuan Chen, dated
October 12, 2000


4.9(3)

Agreement between SurgiLight, Inc. and Hsueh-Yueh Chang, dated October
12, 2000.


9(4)

Amended and Restated Voting Trust Agreement dated March 14, 2002 between
Voting Trust Committee of SurgiLight, Inc., and Lin Family Partners,
Ltd., Yuan Lin, Trustee of the Y-C Irrevocable Living Trust, J.T. Lin,
and Yuchin Lin.


10.3(4)

Letter of Intent, dated March 14, 2002.


17(4)

J.T. Lin's letter of resignation dated March 13, 2002.

(1) Incorporated by reference to exhibits of SurgiLight's Registration Statement
on Form 10-SB as filed with the Securities and Exchange Commission (the "SEC")
on September 16, 1998.
(2) Incorporated by reference to Exhibit 4.1 to Form 10-KSB filed with the SEC
on February 12, 1999. (3) Incorporated by reference to exhibits of SurgiLight's
Registration Statement on Form SB-2 as filed with the SEC on February 12, 2002.
(4) Incorporated by reference to exhibits of SurgiLight's Form 8-K as filed with
the SEC on March 21, 2002.

(b)  Reports on Form 8-K.

On February 21, 2002, we filed a report on Form 8-K in connection with our
February 12, 2002, reincorporation as a Florida corporation through a merger
with our wholly-owned Florida subsidiary corporation.

On March 21, 2002, we filed a report on Form 8-K pertaining to (i) the sale of
our excimer laser systems, including a royalty income stream from the
International Laser Eye Centers to Orlando-based Tao Enterprises for a purchase
price of $332,000; and (ii) the resignation of the Company founder and former
CEO J.T. Lin, Ph.D., as a director of the Company.


                                       17
<PAGE>


                                   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:  May 14, 2001
                                           _/s/
                                           (Signature)*

                                           Timothy J. Shea, Senior V.P. and COO

                                           _/s/
                                           (Signature)*

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

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

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

Joseph Allen, Member Board of Directors
_/s/
(Signature)*

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

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

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

Robert J. Freiberg, Ph. D., Member Board of Directors


                                       18
<PAGE>