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, 2003



                         Commission file number 0-24897

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


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

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


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


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

Number of shares outstanding of common equity, as of May 28, 2003 was 47,213,361
                                                                     -----------

<PAGE>





                     SURGILIGHT CORPORATION AND SUBSIDIARIES

                          QUARTER ENDED MARCH 31, 2003

                                      INDEX

PART I - FINANCIAL INFORMATION                                                 3

   Item 1.   Condensed Consolidated Financial Statements                       3
   -------   -------------------------------------------

       Condensed Consolidated Balance Sheets as of March 31, 2003
         (unaudited) and December 31, 2002.                                    3

       Condensed Consolidated Statements of Operations for the three
         months ended March 31, 2003 and 2002 (unaudited).                     4

       Condensed Consolidated Statements of Cash Flows for the three
         months ended March 31, 2003 and 2002 (unaudited).                     5

       Condensed Consolidated Statement of Shareholder's Equity
         (unaudited).                                                          6

       Notes to Unaudited Condensed Consolidated Financial Statements.         7

   Item 2.   Management's Discussion and Analysis of Financial Condition
   -------   and Results of Operations                                        11


             Risk Factors                                                     14

   Item 3.   Controls and Procedures                                          20
   -------

PART II - OTHER INFORMATION                                                   20
---------------------------


SIGNATURES                                                                    22
----------


                                                                               2

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Part I.  FINANCIAL INFORMATION
ITEM 1.  Financial Statements


                                          SURGILIGHT, INC.
                                CONDENSED CONSOLIDATED BALANCE SHEETS


                                               ASSETS


                                                                         March 31,     December 31,
                                                                           2003            2002
                                                                       ------------    ------------
                                                                       (unaudited)
Current assets:
    <S>                                                                <C>             <C>
    Cash                                                               $       --      $       --
    Accounts receivable, less allowances for doubtful accounts
       of $106,051                                                          186,888          26,526
    Inventories                                                             897,453         927,453
    Prepaid data collection fees                                            484,500         434,500
    Other current assets                                                     65,536          32,978
                                                                       ------------    ------------
       Total current assets                                               1,634,377       1,421,457

Property and equipment, net of accumulated depreciation
    Of $109,550 and $102,818                                                 87,701          93,914

Other assets:
    Inventories                                                           4,014,296       4,014,296
    Intangible assets, net of accumulated amortization
       of $261,883 and $232,728                                             326,497         333,152
    Assets of discontinued operations                                       484,102         484,101
                                                                       ------------    ------------

       Total assets                                                    $  6,546,973    $  6,346,920
                                                                       ============    ============

                                LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities:
    Bank overdraft                                                     $     10,983    $      3,678
    Accounts payable and accrued expenses                                 1,105,188       1,087,835
    Customer deposits                                                       635,333         735,333
    Short-term debt                                                         717,148         718,546
    Convertible debentures                                                2,327,057       2,365,057
    Liabilities of discontinued operations                                  101,046         115,119
                                                                       ------------    ------------
      Total liabilities, all current                                      4,896,755       5,025,568


Commitments and Contingencies

Stockholders' equity:
    Common stock, $0.0001 par value; 60,000,000 shares authorized;
       39,326,631 and 30,847,005 issued;
       39,280,496 and 30,800,870 outstanding                                  3,933           3,085
    Preferred stock, $0.0001 par value; 5,000,000 shares
       authorized; 47,000 issued and outstanding                                  6               6
    Additional paid in capital                                           10,044,475       9,545,323
    Treasury stock, 46,135 shares (at cost)                                (202,095)       (202,095)
    Accumulated deficit                                                  (8,196,101)     (8,024,967)
                                                                       ------------    ------------
      Total stockholders' equity                                          1,650,218       1,321,352
                                                                       ------------    ------------

      Total liabilities and stockholders' equity                       $  6,546,973    $  6,346,920
                                                                       ============    ============


           See accompanying notes to unaudited condensed consolidated financial statements.

                                                                                                  3
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                                  SURGILIGHT, INC.
             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)



                                                      Three Months Ended March 31st
                                                      ----------------------------
                                                          2003            2002
                                                      ------------    ------------
Revenue:
   <S>                                                <C>             <C>
   Sales of equipment                                 $    328,000    $    558,777
   Other                                                     4,286           9,294
                                                      ------------    ------------
   Total Revenue                                           332,286         568,071
Cost of Sales                                               35,297         110,820
                                                      ------------    ------------
   Gross profit                                            296,989         457,251

Operating expenses:
   Salaries and benefits                                   128,637         138,704
   Advertising and selling                                  46,251          35,082
   Administrative and other                                118,150         134,477
   Professional fees                                        80,428         114,434
   Research and development                                 46,999          46,999
   Interest expense                                         12,711           6,956
   Depreciation                                              6,732          43,138
   Amortization                                             29,155          26,325
                                                      ------------    ------------
   Total operating expenses                                469,063         546,115
                                                      ------------    ------------
Income (loss) from operations                             (172,074)        (88,864)

Other income/expenses:
   Gain on sale of equipment                                  --           212,455
                                                      ------------    ------------
Income (loss) before income taxes                         (172,074)        123,591
Provision for income tax                                      --              --
                                                      ------------    ------------
Income (loss) from continuing operations                  (172,074)        123,591

Discontinued operations:
   Income from operations of AMLSI                            --            70,984
   Income (loss) from operations of Plantation                 940          (9,898)
                                                      ------------    ------------
   Net income from discontinued operations                     940          61,086
                                                      ------------    ------------
   Net Income (loss)                                  $   (171,134)   $    184,677
                                                      ============    ============

   Basic and diluted earnings (loss) per share:
    Income (loss) from continuing operations                (0.005)          0.004
    Income from discontinued operations                       --             0.002
                                                      ------------    ------------

    Net Income (loss)                                       (0.005)          0.006
                                                      ============    ============

   Weighted average shares used in calculating
    net income (loss) per share - Basic and diluted     37,396,135      28,622,040


  See accompanying notes to unaudited condensed consolidated financial statements.

                                                                                 4
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                                SURGILIGHT, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


                                                              Three Months
                                                            Ended March 31st
                                                         ----------------------
                                                           2003         2002
                                                         ---------    ---------

Cash flows from operating activities:
  Net income (loss)                                      $(171,134)   $ 184,677
  Adjustments to reconcile net income (loss) to net
    cash used in operating activities:
      Depreciation                                           6,732       92,852
      Amortization                                          29,155       26,325
      Gain on disposal of equipment                           --       (212,455)
  Increase (decrease) in assets and liabilities, net
    of business acquisitions and dispositions
      Receivables                                         (160,362)    (359,382)
      Inventories                                           30,000      100,727
      Other current assets                                 (82,558)    (126,479)
      Intangible assets                                    (22,500)        --
      Accounts payable                                      17,353     (276,376)
      Customer deposits                                   (100,000)     237,000
      Discontinued operations                              (14,074)        --
                                                         ---------    ---------

      Net cash used in operating activities               (467,388)    (333,111)
                                                         ---------    ---------

Cash flows from investing activities:
  Purchases of equipment                                      (519)      (2,126)
  Proceeds from sale of assets                                --        332,000
                                                         ---------    ---------

      Net cash provided by (used in)
         investing activities                                 (519)     329,874
                                                         ---------    ---------

Cash flows from financing activities:
  Bank overdraft                                             7,305         --
  Repayment of debt                                         (1,398)     (37,928)
  Proceeds from issuance of common stock                   500,000         --
  Repayment of debentures                                  (38,000)        --
                                                         ---------    ---------

      Net cash provided by (used in)
        financing activities                               467,907      (37,928)
                                                         ---------    ---------
Net decrease in cash                                          --        (41,165)
Cash, beginning of period                                $    --      $ 438,072
                                                         ---------    ---------
Cash, end of period                                           --        396,907
                                                         =========    =========

Cash paid during the period for interest                 $   3,560    $  20,374
                                                         =========    =========

See accompanying notes to unaudited condensed consolidated financial statements.

                                                                               5

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                                   SURGILIGHT, INC.
         CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)
                       For the Three Months Ended March 31, 2003



                                      Common Stock               Preferred Stock
                                   Shares        Amount        Shares        Amount
                                -----------   -----------   -----------   -----------
<S>                              <C>          <C>                <C>      <C>
Balances at December 31, 2002    30,847,005   $     3,085        47,000   $         6

Private Placement issuance        1,736,110           174          --            --

Conversion of deposit               754,148            75          --            --

Stock issued related to
Premier Laser System purchase     5,347,594           535          --            --

Replacement shares issued           641,774            64          --            --

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

Balances at March 31, 2003       39,326,631   $     3,933        47,000   $         6
                                ===========   ===========   ===========   ===========


   See accompanying notes to unaudited condensed consolidated financial statements.

                                                                                    6
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                                     SURGILIGHT, INC.
           CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)
                         For the Three Months Ended March 31, 2003
                                        (Continued)



                                Additional                                     Total
                                  Paid-In       Treasury      Accumulated   Stockholders'
                                  Capital         Stock         Deficit        Equity
                                -----------    -----------    -----------    -----------
<S>                             <C>            <C>            <C>            <C>
Balances at December 31, 2002   $ 9,545,323    $  (202,095)   $(8,024,967)   $ 1,321,352

Private Placement issuance          499,826           --             --          500,000

Conversion of deposit                   (75)          --             --             --

Stock issued related to
Premier Laser System purchase          (535)          --             --             --

Replacement shares issued               (64)          --             --             --

Net loss                               --             --         (171,134)       171,134
                                -----------    -----------    -----------    -----------

Balances at March 31, 2003      $10,044,475    $  (202,095)   $(8,196,101)   $ 1,650,218)
                                ===========    ===========    ===========    ===========


     See accompanying notes to unaudited condensed consolidated financial statements.

                                                                               6 (Con't)
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                        SURGILIGHT INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
----------------------------------------------------

1.   Business and Basis of Presentation

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

SurgiLight's wholly owned subsidiaries, which comprise an operating segment of
the Company, (Plantation Laser Eye Center, "Plantation" and American Medical
Laser Services, Inc., "AMLSI") provide medical laser services in the state of
Florida.

Effective October 1, 2002, the Company entered into a formal plan to dispose of
both Plantation and AMLSI, therefore they have been reported as Discontinued
Operations in the accompanying financial statements. The AMLSI operations were
discontinued at December 31, 2002 and all of its assets were written off except
for the escrowed cash account. SurgiLight anticipates completing the Plantation
disposal prior to September 30, 2003.

The manager and former owner of AMLSI is alleging a breach of contract for the
Company's alleged failure to provide up to $1 million of working capital. This
dispute could effect the Company's ability to control AMLSI if found to have
merit as the manager claims, as a result of the dispute, that he owns 55% of
AMLSI. The Company, based on advice of legal counsel, believes that AMLSI is a
wholly owned subsidiary and, accordingly had consolidated the accounts of AMLSI
in its financial statements prior to December 31, 2002, at which time the AMLSI
accounts were written down to management's estimated net realizable value.

The accompanying unaudited condensed consolidated financial statements of
SurgiLight, Inc., and its wholly owned subsidiaries have been prepared in
accordance with generally accepted accounting principles for interim financial
information in response to the requirements of Article 10 of Regulation S-X and
the instructions of Form 10-QSB. Accordingly, they do not contain all of the
information and footnotes required by accounting principles generally accepted
in the United States of America. Management believes the accompanying unaudited
condensed consolidated financial statements reflect all adjustments (consisting
only of normal recurring adjustments) considered necessary for a fair
presentation of the Company's financial position and the results of its
operations and its cash flows for the interim periods presented. These financial
statements should be read in conjunction with the audited financial statements
as of December 31, 2002 and 2001, including the notes thereto, and the other
information included in the Company's filing on Form 10-KSB, which was filed
with the Securities and Exchange Commission, SEC, on May 19, 2003. 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, 2003.

Acquisitions and Dispositions

In 1999 we acquired all of the outstanding shares of AMLSI (formerly known as
Advanced Marketing Technology, Inc.), a Florida corporation, by issuing shares
of our common stock, which were to be delivered, based on selected performance
criteria. Mr. Paul Miano, the president of AMLSI, was appointed as Vice
President of Cosmetic Laser Centers and a Member of our Board of Directors. In
April 1999, only 20% of these shares were delivered to the shareholders of AMLSI
and the remaining 80% were escrowed by the Company to be held in escrow until
AMLSI met its performance criteria.

Mr. Miano has filed litigation against us alleging a breach of contract for our
alleged failure to provide up to $1 million of working capital (see note 4 -
Legal Proceedings). This dispute could affect our ability to control AMLSI if
found to have merit as Mr. Miano claims, as a result of the dispute, that he
owns 55% of AMLSI. We, based on advice of legal counsel, believe that AMLSI is a
wholly owned subsidiary and, accordingly have consolidated the accounts of AMLSI
in our financial statements. There can be no guarantee we will prevail on the
dispute.

At December 31, 2002 Mr. Miano ceased any business operations of AMLSI and
transferred the existing assets to a newly formed entity without our consent or
knowledge. To the best of our knowledge, the remaining asset of AMLSI at that
date is as follows: Cash - escrowed account, $264,477. We are not aware of any
liabilities for which we are responsible. We have classified AMLSI as a
Discontinued Operation in the accompanying condensed consolidated financial
statements at March 31, 2003 because effective October 1, 2002, we entered into

                                                                               7

<PAGE>

a formal plan to dispose of this entity. We do not have free access to all of
the records of AMLSI and therefore the figures presented are derived from
available data that was provided by AMLSI. We are currently in litigation with
Miano to resolve our dispute and we intend to pursue legal actions against Mr.
Miano.

The Board of Directors has determined that we should focus on presbyopia as our
core business product; therefore in March 2002 we signed a binding letter of
intent to sell the remote international laser center's assets and liabilities in
China, Vietnam and Egypt. The purchaser, Orlando-based Tao Enterprises, agreed
to pay $332,000 for the assets, with up to an additional $50,000 to be based on
clinic revenues. The Company's founder, former CEO and significant shareholder
J.T. Lin serves as beneficial owner of Tao Enterprises. At this date, Tao
Enterprises has defaulted on the installment payments due February 15, 2003 and
May 15, 2003 for $83,000 and $75,000, respectively. In the financial statements
dated December 31, 2002 we have written off the entire $158,000 remaining
balance as uncollectible and have referred the delinquency to an outside agency
for collection.

Reclassifications - Certain items included in the 2002 financial statements have
been reclassified to conform to the 2003 presentation.


2.   Commitments and Contingencies


Presby Corporation - On December 5, 2001, the Company entered into a settlement
agreement with Presby Corporation and RAS Holding Corporation regarding Presby's
patent infringement lawsuit. The parties have agreed to an entry of a decree
that acknowledges the validity and enforceability of Presby's patent for the
treatment of Presbyopia. The Company also agreed to make a one-time payment to
Presby. In the opinion of management, the settlement will not have a significant
adverse effect on future operations of the Company. On January 31, 2002 the
one-time payment was made in accordance with the settlement agreement.

SEC Investigation - On April 11, 2002, we were named as a party defendant in a
civil lawsuit filed in United States District Court for the Middle District of
Florida by the United States Securities and Exchange Commission against Dr. J.T.
Lin and Jeanette Lin, his wife, and Mr. Aaron Tsai, an unrelated party. The suit
alleges that Dr. Lin and Mr. Tsai committed various acts of securities fraud in
1999 and early 2000, and seeks damages and injunctive relief against them. The
suit also seeks an injunction against us. We have cooperated fully with the SEC
in the course of the investigation into the facts surrounding this matter and
have taken the position that these acts were taken by Dr. Lin and his wife in
their personal capacities and not as agents of the Company or within the scope
of their employment with the Company. We intend to defend vigorously any attempt
to secure an injunction against the Company. Dr. Lin, the founder, former
employee and significant shareholder, has agreed to indemnify the Company
against any liabilities resulting from these actions. Our potential liability
results from a portion of the funds amounting to $1.2 million allegedly obtained
from this scheme flowing into the Company's bank accounts. On December 13, 2002,
a federal grand jury in the United States District Court found Dr. Lin guilty on
charges of securities fraud and money laundering and sentenced him to a prison
term of five years and ten months and assessing yet to be disclosed damages. The
SEC has not notified us of any further action taken against the Company and
there is no assurance that we will prevail in any of our defenses against any
claims or liabilities brought against the Company. Our potential liability
results from a portion of the funds amounting up to $1.5 million (including
interest) allegedly obtained from this scheme flowing into the Company's bank
accounts. After consultation with legal counsel, we have not recorded an accrual
in the accompanying financial statements due to our assessment that any
potential liability remains only reasonably possible.

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

                                                                               8

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3.   Segment Information

The following presents the Company's segment information for the three-month
periods ended March 31, 2003 and 2002:

     ------------------------------------------------------------------------------------------------------------
                                              SurgiLight at      Centers at       SurgiLight at      Centers at
                                             --------------     -----------      --------------      ----------
                                             March 31, 2003    March 31, 2003    March 31, 2002    March 31, 2002
                                             --------------    --------------    --------------    --------------
     ------------------------------------------------------------------------------------------------------------
     <S>                                         <C>               <C>               <C>              <C>
     Revenues                                     $ 332,286          $ 89,400         $ 568,071          $385,578
     Cost of goods sold                              35,297            41,146           110,820            69,105
     Salaries and benefits                          128,637            18,872           138,704            98,638
     Advertising and selling                         46,251               836            35,082               562
     Administrative and other                       118,150            24,046           134,477            65,813
     Professional fees                               80,428                 -           114,434            27,242
     Research and development                        46,999                 -            46,999              -
     Depreciation & amortization                     35,887                 -            69,463            49,714
     Net interest (income) expense                   12,711             3,560             6,956            13,418
     Other (Income) or Loss                            -                 -             (212,455)             -
     ------------------------------------------------------------------------------------------------------------
     Net Income (Loss)                          $ (172,074)          $    940         $ 123,591          $ 61,086
                                                -----------          --------         ---------          --------
     ------------------------------------------------------------------------------------------------------------

4.   Legal Proceedings

Paul Miano - Advanced Medical Laser Services, Inc. ("AMLSI") and Paul Miano
("Miano") filed a lawsuit against us on September 26, 2001, in Broward County,
later moved to Orange County, alleging breach of contract for our alleged
failure to finance up to $1,000,000 of working capital. Our counsel and we
believe that this lawsuit is without merit and immaterial, and we are vigorously
defending against this claim. Also, we intend to file all available legal claims
and charges against Miano resulting from his actions to cease AMLSI operations
and transfer the Company's assets to another organization on December 31, 2002
without our prior knowledge and consent.

SEC Investigation - On April 11, 2002, we were named as a party defendant in a
civil lawsuit filed in United States District Court for the Middle District of
Florida by the United States Securities and Exchange Commission against Dr. J.T.
Lin and Jeanette Lin, his wife, and Mr. Aaron Tsai, an unrelated party. The suit
alleges that Dr. Lin and Mr. Tsai committed various acts of securities fraud in
1999 and early 2000, and seeks damages and injunctive relief against them. The
suit also seeks an injunction against us. We have cooperated fully with the SEC
in the course of the investigation into the facts surrounding this matter and
have taken the position that these acts were taken by Dr. Lin and his wife in
their personal capacities and not as agents of the Company or within the scope
of their employment with the Company. We intend to defend vigorously any attempt
to secure an injunction against the Company. Dr. Lin, the founder, former
employee and significant shareholder, has agreed to indemnify the Company
against any liabilities resulting from these actions. Our potential liability
results from a portion of the funds amounting to $1.2 million allegedly obtained
from this scheme flowing into the Company's bank accounts. On December 13, 2002,
a federal grand jury in the United States District Court found Dr. Lin guilty on
charges of securities fraud and money laundering and sentenced him to a prison
term of five years and ten months and assessing yet to be disclosed damages. The
SEC has not notified us of any further action taken against the Company and
there is no assurance that we will prevail in any of our defenses against any
claims or liabilities brought against the Company. Our potential liability
results from a portion of the funds amounting up to $1.5 million (including
interest) allegedly obtained from this scheme flowing into the Company's bank
accounts. After consultation with legal counsel, we have not recorded an accrual
in the accompanying financial statements due to our assessment that any
potential liability remains only reasonably possible.

Merrill Lynch Business Financial Services - On December 4, 2002, Merrill Lynch
Business Financial Services, Inc. ("Merrill Lynch") filed a lawsuit in the
Circuit Court for the Ninth Judicial Circuit in and for Orange County, Florida,
naming us, the Company, as debtor, AMLSI and J.T. Lin as guarantors, and other
parties, in connection with a $500,000 Line of Credit and Loan and Security
Agreement issued by Merrill Lynch to the Company, which is secured by all the
Company's assets. Merrill Lynch has alleged that we are in breach of the Loan
and Security Agreement and has requested the repayment of the principal balance
under the Line of Credit along with certain other remedies, including
foreclosure of certain collateral and appointment of a receiver over such
collateral. We are currently working with Merrill Lynch to resolve the dispute.

                                                                               9
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5.   Stockholders' Equity

The following highlight the changes in stockholders' equity during the third
quarter:


Private Placement - On January 24, 2003, the Company consummated a previously
announced private placement agreement with a group of four accredited investors,
including ophthalmic-knowledgeable doctors. The offering was for $500,000 and
included the sale of 1,736,110 of the Company's common shares. Under the
agreement, investors purchased for approximately $.29 each a unit consisting of
one share of the Company's restricted common stock and a warrant with an
exercise price of $.42 per share.

Premier Laser Systems - On January 21, 2003, the Company issued 5,347,594 shares
of common stock as partial payment for the December 26, 2001 Premier Laser
Systems purchase discussed in Note 6.

Other - On January 21, 2003, the Company issued 754,148 shares of common stock
to a former distributor as a refund of his deposit amount previously held by the
Company.

On January 21, 2003, the Company issued 641,774 shares of common stock to two
individuals as a replacement of shares (plus interest) previously provided to
the Company to assist with the Company's purchase of Premier Laser Systems.

At March 31, 2003, the Company has two stock option plans. The Company accounts
for the plans under the recognition and measurement principles of APB Opinion
No. 25, Accounting for Stock Issued to Employees, and related interpretations.
No stock-based employee compensation cost is reflected in net income, as all
options granted under the plan had an exercise price not less than the market
value of the underlying common stock on the date of the grant. The following
table illustrates the effect on net income and earnings per share if the Company
had applied the fair value recognition provisions of FASB Statement No. 123,
Accounting for Stock-Based Compensation, to stock-based employee compensation.

--------------------------------------------------------------------------------------
                                                     March 31, 2003    March 31, 2002
--------------------------------------------------------------------------------------
<S>                                                      <C>                 <C>
Net income (loss), as reported                            $(171,134)         $ 184,677


Deduct: Total stock-based compensation expense
determined under fair value based method for all
awards, net of related tax effects.                        (697,349)            (3,045)
                                                          ---------          ---------

Net income (loss), pro forma                              $(868,483)         $ 181,632


Income (loss) per share:
  Basic and Diluted - as reported                         $  (0.005)         $   0.006
  Basic and Diluted - pro forma                           $  (0.023)         $   0.006
--------------------------------------------------------------------------------------

6.   Related Party Transactions

Premier Laser Systems - The Company's balance as of December 31, 2002, to
Premier Laser Systems, Inc. is $1,175,000 payable in $175,000 cash and $1
million remaining from the purchase of Premier's ophthalmic laser product line
in December 2001. Colette Cozean, Ph.D. a Director and Chairwoman of the Board,
founded Premier and served in many capacities for that company from 1991 to
1999. Premier currently owes Dr. Cozean approximately $120,000 for severance,
life insurance, expenses and salary. Premier also owes Dr. Cozean up to $167,375
as a commission from sale of Premier assets of which $81,125 is from the second
acquisition of assets by SurgiLight.

In November 2000, the Company entered into a consulting agreement with Dr.
Cozean. Currently, the Company agreed to pay her as CEO and a regulatory
consultant at a rate of $13,500 per month and issue her options each month for
3,500 shares at a 10% discount off of fair market value in exchange for her
services.

Sale of Excimer Laser Systems - In February 2002, the Company signed an
agreement with TAO Enterprises, an entity owned by Dr. J. T. Lin, who is a
significant shareholder and who was also an employee and director of the

                                                                              10
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<PAGE>


Company, to sell to TAO all of the assets and business of the Company's
international laser surgery centers and corresponding Excimer laser
technologies. This sale included the assumption by TAO of the obligations under
the FDA consent decree, as those obligations relate solely to Excimer and UV
laser technologies for corneal shaping and not the Company's current technology
focus on Infrared lasers to treat Presbyopia. TAO agreed to pay $332,000 for the
assets, with an additional $50,000 to be based on clinical fees. At December 31,
2002, the Company has written off as uncollectible the $158,000 remaining on the
agreement.

Directors' Loans made to the Company - During October 2002, CEO Colette Cozean
and CFO Stuart Michelson each loaned the Company $20,000 which was used to fund
a portion of the closing costs on the Company's current debt refinancing. During
April 2003, CFO Michelson loaned an additional $6,000 to the Company which was
used to fund operating expenses. UCC forms were filed to secure these loans with
the Company's intangible assets as well as other unpaid fees due these
Directors.

Except as described above, there are currently no proposed transactions between
the Company, its officers, directors, shareholders, and affiliates. Our Board of
Directors has adopted a policy regarding transactions between the Company and
any officer, director, or affiliate, including loan transactions, requiring that
all such transactions be approved by a majority of the independent and
disinterested members of the Board of Directors and that all such transactions
be for a bona fide business purpose and be entered into on terms at least as
favorable to the Company as could be obtained from unaffiliated independent
third parties.


7.   Subsequent Events

GEM Convertible Debenture - During January 2003, Global Emerging Markets ("GEM")
had notified the Company of its intent to convert all of the debenture's
remaining balance to stock effective January 2003. Subsequently GEM and the
Company agreed for GEM to convert the remaining $2 million debenture to common
stock at a price of $0.093. GEM will initially convert 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 (the "Effective Date"). GEM will
only be authorized to vote 19.9% of the Company's authorized and outstanding
shares except under certain conditions and will be awarded one seat on the
Company's Board of Directors. GEM will also set aside 2.1 million shares, which
represents 10% of the total conversion shares, to be used for a management and
employee stock option plan.

FDA - During April 2002 and 2003, the Company was involved in FDA audits and
received "Form 483" notices restricting its rights to ship products to certain
countries throughout the world.


       Item 2. Management's Discussion and Analysis or Plan of Operation.
       ------------------------------------------------------------------

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

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

                              Quarterly Highlights:

On January 6, 2003 the Company announced results from the first two clinical
trials previously cleared by the FDA under an Investigational Device Exemption
to test reversal of presbyopia using the OptiVision system. After one to two
weeks, all of the 10 patients treated in total at two U.S. sites demonstrated
the ability to read the daily newspapers without the aid of glasses, while six
of the ten showed successful accommodation - optimal overall eyesight at varying
distances (increased accommodation at one to three diopters). The trials were
conducted at the Weill Cornell Medical Center at New York Presbyterian Hospital
and at the Las Vegas clinic of Dr. Jon Siems.

                                                                              11

<PAGE>


On January 24, 2003 the Company announced that it has consummated a previously
announced private placement agreement with a group of four accredited investors,
including ophthalmic-knowledgeable doctors, and that a total of $500,000 had
been received. Under the agreement terms, investors purchased for approximately
$0.29 each a unit consisting of one share of SurgiLight restricted common stock
and a warrant with an exercise price of $0.42 per share. The stock purchase
price was at fair market value, based on the average closing price for the ten
days prior to the offering.

On February 25, 2003 the Company announced that an international team of
clinicians/researchers had completed a series of LAPR courses and demonstrations
to ophthalmologist audiences across Europe of clinical trial data from the use
of the OptiVision system. Those trials resulted in more than nine of every ten
patients treated discarding their glasses, with minimal regression even after
two years post-operatively in studies done overseas and with similar but
shorter-term outcomes in recent U.S., Canadian and Mexican trials. A Rome
meeting was conducted in association with the 2003 sessions of the European
Society of Cataract and Refractive Surgeons, while others took place in Paris,
Athens and Munich.

On March 18, 2003 the Company announced that it had granted an exclusive
three-year license for its EX-308 Excimer laser technology to Carlsbad, CA-based
RA Medical Systems, Inc., a privately held developer, manufacturer and marketer
of equipment for the treatment of various medical conditions.

On April 11, 2003 the Company announced that the FDA had cleared an increase in
the number of clinical trial patients eligible to be treated for presbyopia with
the OptiVision system.


                              Operating Highlights:

Revenues - The Company's net revenues for the quarter ended March 31, 2003 (2003
Quarter) decreased by approximately 42% to $332,286 from $568,071 for the
quarter ended March 31, 2002 (2002 Quarter). The 2003 Quarter decrease in
revenue is primarily due to decreased sales of the OptiVision Laser which the
Company began selling as its primary product in the 4th quarter of 2001. The
2002 Period revenue was comprised of two international and four domestic sales.
The domestic sales were made in preparation to begin performing clinical trials
in the United States. The 2003 Period sales were made solely to two
international customers.

Cost of Revenues - Decreased approximately 68% to $35,297 for the 2003 Quarter
as compared to $110,820 for the 2002 Quarter. These decreases are in relation to
the lower level of sales for the 2003 Quarter as compared to the 2002 Quarter.

Salaries & Benefits - Expenses decreased approximately 7% to $128,637 for the
2003 Quarter as compared to $138,704 for the 2002 Quarter due to a decrease in
both full-time positions and salary levels.

Advertising and Selling - Expenses increased 32% to $46,251 for the 2003 Quarter
as compared to $35,082 for the 2002 Quarter. It is anticipated that these
expenses will continue to increase as the Company attends additional tradeshows,
revises its trade literature to reflect results from the increased clinical
activity, and begins to sell additional units for use in worldwide clinical
trails.

Administrative and Other - Expenses decreased to $118,150 for the 2003 Quarter
as compared to $134,477 for the 2002 Quarter. These expenses decreased due to
the elimination of the management costs associated with the International Laser
Centers, an overall decrease in freight, office supplies, and insurance
premiums. All other administrative accounts, such as rent and utilities, were as
expected.

Professional Fees - Expenses decreased 30% to $80,428 for the 2003 Quarter as
compared to $114,434 for the 2002 Quarter. The decreases are attributed to the
lowered level of incurred legal services, which in turn have been offset due to
the monthly increase in consultant expenses for the CEO, CFO, and director of
sales positions.

                                                                              12

<PAGE>


Research and development - Expenses remained constant at $46,999 per quarter as
the payroll and consultant expense allocations have remained unchanged over
these periods. The regulatory consultant and vice-president of research and
development are charged to this category.

Net Interest Expense (Income) - Interest expense increased to $12,711 for the
2003 Quarter as compared to $6,956 for the 2002 Quarter due to interest accrual
arising from the loans from shareholders.

Depreciation and Amortization - Expenses decreased 48% to $35,887 for the 2003
Quarter as compared to $69,463 for the 2002 Quarter. The decrease in
depreciation resulted primarily from the December 31, 2002 write-off of the
Company's computer equipment.

Total Operating Expenses - In summary, expenses decreased 14% to $469,063 for
the 2003 Quarter as compared to $546,115 for the 2002 Quarter, which is
consistent with the lower level in sales over the comparative quarters. The
Company has controlled its administrative and legal expenses while limiting its
increased spending in clinical trials and marketing.

Net Income (Loss) from Continuing Operations - The net loss for the 2003 Quarter
was $(172,074) or (0.005) cents per share as compared to net income of $123,591
or 0.004 cents per share for the 2002 Quarter. The unfavorable decrease in net
income is attributable to the decrease in clinical sales of the OptiVision Laser
and from the gain realized on the sale of the Excimer Laser Systems to Tao
Enterprises during the 2002 Quarter.



                         Liquidity and Capital Resources

As of March 31, 2003, we had a bank overdraft of $(10,983) and a working capital
deficit of $(3,262,378) as compared to a cash overdraft of $(3,678) and a
working capital deficit of $(3,604,111) at December 31, 2002. The decrease in
our cash can be primarily attributed to the lower level of international sales
than was expected and the delay in performing U.S. clinical trials which
resulted in our inability to collect progress payments from our customers. It
should be noted that the 2003 working capital deficit is primarily comprised of
the $2,327,057 convertible debentures obligations, $2 million of which the
Company has entered into an agreement to convert at April 11, 2003.

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

The Company has severe liquidity problems which compromises its ability to pay
principal and interest on debt and other current operating expenses in a timely
manner. The $500,000 line-of-credit held by Merrill Lynch has been declared in
default. The Company is seeking additional sources of financing, which may
include short-term debt, long-term debt or equity. There is no assurance that
the Company will be successful in raising additional capital. In November 2002
the Company received a commitment letter for a $10 million line of credit
secured by the Company's inventory and accounts receivable. The terms require
obtaining a bank guarantee at a cost of $585,000, $92,500 of processing fees to
be paid prior to closing, and an additional $153,000 to be paid at time of
closing the transaction. The line of credit is for a term of ten years and
accrues interest at a fixed rate of 4.75% for amounts utilized. The Company has
been negotiating the final agreement with the lender. However, there is no
guarantee that the debt financing will be received or if received will be
according to these terms.

The Company's ability to meet its working capital needs will be dependent on the
ability to sign additional distribution and licensing arrangements, achieve a
positive cash flow from operations, achieve and sustain profitable operations,
and obtain additional debt and/or equity capital.

                                                                              13

<PAGE>



                                  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.

During the two last quarters of 2002, we had experienced a normal slowing of
sales resulting from the foreign, particularly European, slowdown in business
due to lengthy vacations and the overall economic downturn. In addition, due to
litigation with AMLSI, we have been unable to utilize the existing escrowed cash
assets to fund current operations. The result of these two events has created
very tight cash flow for us.

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

Substantial Indebtedness

We have a substantial amount of indebtedness. As of March 31, 2003 the total
debt was approximately $3.2 million for SurgiLight (including convertible
debentures of $2.4 million, amounts owed on the Premier acquisition of $175,000,
line-of-credit of $500,000, $80,000 in loans to shareholders, and $100,000 for
equipment leases). The $2 million convertible debenture will be converted to
stock during the second quarter 2003. As of December 31, 2002, the $500,000
Merrill Lynch line-of-credit was fully exhausted and future borrowing under that
facility was not available for any purpose. Currently, the line-of-credit is in
a default status and a payment plan to repay the credit facility is being
negotiated. We have received a letter of commitment from a funding source to
replace this line-of-credit with a $10 million line-of-credit pending the
results of due diligence. However, there is no assurance that we will obtain
such debt financing. If such funding is obtained, we plan to use the funds to
pay down our indebtedness, allowing our operating income to be used to further
the growth of the business.

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

Our ability to pay principal and interest on the indebtedness and to satisfy the
other debt obligations will depend upon 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 issuance of shares upon conversion of the Debentures, including 21,500,000
intended for GEM, will cause significant dilution to our stockholders and may
have an adverse impact on the market price of our common stock.

                                                                              14

<PAGE>


The resale by GEM or Knobbe, Marten, Olsen & Bear, L.L.P, (the "Investors") of
the common stock acquired from conversion of the Debentures will increase the
number of our publicly traded shares, which could depress the market price of
our Company's common stock. However, the Investors are 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. The conversion rate at which shares of our
common stock may be issuable to the Investors upon a conversion of the
Debentures will be an amount equal to the average of the closing bid prices for
the 10-day period immediately preceding a conversion date by the Investors. 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.

Currently, there are approximately 2,383,500 stock options and 2,128,282
warrants outstanding with respect to our common stock. Furthermore, we may issue
additional options for up to an additional 1.8 million shares of common stock
pursuant to the 2002 Stock Option Plan, and we can also issue additional
warrants and grant additional stock options to our employees, officers,
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 fifteen months ended March
31, 2003, our stock price ranged from a high of $4.00 to a low of $0.10 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

                                                                              15

<PAGE>


aspects of these products. Any redesign efforts that we undertake could be
expensive and might require regulatory review. Furthermore, the redesign efforts
could delay the reintroduction of these products into certain markets, or may be
so significant as to be impractical. If redesign effort were to prove
impractical, we could be prevented from manufacturing and selling the infringing
products, which would have a material adverse effect on our business, financial
and results of operations.

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

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

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

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

Our ophthalmic laser, OptiVision, is approved by the FDA to be marketed for
certain ophthalmic applications. The presbyopia indication is currently being
tested in clinical trials outside the United States, and the Company has applied
for an Investigational Device Exemption to test it in the United States, which
has been approved on a conditional and limited basis. We have a significant
inventory of ophthalmic laser systems, which were acquired from Premier Laser
Systems, Inc. In order to manufacture laser systems or repair laser systems, we
will need to become registered as a manufacturer with the FDA and abide by Good
Manufacturing Practices (GMP). These regulations impose certain procedural and
documentation requirements with respect to our manufacturing, research and
development and quality assurance activities. Our facilities will be subject to
inspections by the FDA and other regulatory agencies, and if any material
noncompliance with GMP guidelines is noted, the marketing of all laser products
may be adversely affected. During April 2002 and 2003, the Company underwent FDA
audits that restricted its rights to ship products to certain countries
throughout the world.

                                                                              16

<PAGE>


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.

SEC Investigation

On April 11, 2002, we were named as a party defendant in a civil lawsuit filed
in United States District Court for the Middle District of Florida by the United
States Securities and Exchange Commission against Dr. J.T. Lin and Jeanette Lin,
his wife, and Mr. Aaron Tsai, an unrelated party. The suit alleges that Dr. Lin
and Mr. Tsai committed various acts of securities fraud in 1999 and early 2000,
and seeks damages and injunctive relief against them. The suit also seeks an
injunction against us. We have cooperated fully with the SEC in the course of
the investigation into the facts surrounding this matter and have taken the
position that these acts were taken by Dr. Lin and his wife in their personal
capacities and not as agents of the Company or within the scope of their
employment with the Company. We intend to defend vigorously any attempt to
secure an injunction against the Company. Dr. Lin, the founder, former employee
and significant shareholder, has agreed to indemnify the Company against any
liabilities resulting from these actions. Our potential liability results from a
portion of the funds amounting to $1.2 million allegedly obtained from this
scheme flowing into the Company's bank accounts. On December 13, 2002, a federal
grand jury in the United States District Court found Dr. Lin guilty on charges
of securities fraud and money laundering and sentenced him to a prison term of
five years and ten months and assessing yet to be disclosed damages. The SEC has
not notified us of any further action taken against the Company and there is no
assurance that we will prevail in any of our defenses against any claims or
liabilities brought against the Company. Our potential liability results from a
portion of the funds amounting up to $1.5 million (including interest) allegedly
obtained from this scheme flowing into the Company's bank accounts. After
consultation with legal counsel, we have not recorded an accrual in the
accompanying financial statements due to our assessment that any potential
liability remains only reasonably possible.

We Face Competition In Certain Markets

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

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

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

However, at the present time, our inventory consists primarily of the lasers and
other equipment purchased from Premier. It is our belief that both the book
value transferred and the current market value of the inventory has not
undergone obsolescence as the inventory continues to meet the criteria
established to perform the surgical routines that comprise our business focus
and market. However, we only have enough inventory on hand to sustain operations
for an estimated two to three years. After such time, we will need to reevaluate
the existing technology and may need to alter its operations to remain
competitive in the industry.

                                                                              17

<PAGE>


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 NASDAQ Over-The-Counter Bulletin Board
(OTCBB). We currently are not listed on the NASDAQ National Market system. We
cannot assure investors that it will ever meet the criteria for listing the
common stock on such market system, which would provide a stronger trading
market. Lack of listing on the NASDAQ National Market may make it more difficult
for us to raise funds through the sale of our common stock or securities
convertible into our common stock.


                           Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a `safe harbor'
for forward-looking statements. This report (as well as information included in
oral statement or other written statements made or to be made by the Company)

                                                                              18

<PAGE>


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.

                                                                              19

<PAGE>


                         ITEM 3. Controls and Procedures

The Company's President and Chief Executive Officer along with the Company's
Chief Financial Officer evaluated the Company's disclosure controls and
procedures within 90 days of the filing date of this quarterly report. Based
upon this evaluation, the Company's President and Chief Executive Officer along
with the Company's Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective in ensuring that material
information required to be disclosed is included in the reports that it files
with the Securities and Exchange Commission.

There were no significant changes in the Company's internal controls or, to the
knowledge of the management of the Company, in other factors that could
significantly affect internal controls subsequent to the evaluation date, except
with respect to the AMLSI operations, as noted in Note #1 to the financial
statements. The Company does not have free access to all of the records of AMLSI
and therefore the figures presented are derived from available data that was
provided by AMLSI.


                          PART II -- OTHER INFORMATION
                          ----------------------------

Item 1. Legal Proceedings

Paul Miano - Advanced Medical Laser Services, Inc. ("AMLSI") and Paul Miano
("Miano") filed a lawsuit against us on September 26, 2001, in Broward County,
later moved to Orange County, alleging breach of contract for our alleged
failure to finance up to $1,000,000 of working capital. Our counsel and we
believe that this lawsuit is without merit and immaterial, and we are vigorously
defending against this claim. Also, we intend to file all available legal claims
and charges against Miano resulting from his actions to cease AMLSI operations
and transfer the Company's corporate assets to another organization on December
31, 2002 without our prior knowledge and consent.

SEC Investigation - On April 11, 2002, we were named as a party defendant in a
civil lawsuit filed in United States District Court for the Middle District of
Florida by the United States Securities and Exchange Commission against Dr. J.T.
Lin and Jeanette Lin, his wife, and Mr. Aaron Tsai, an unrelated party. The suit
alleges that Dr. Lin and Mr. Tsai committed various acts of securities fraud in
1999 and early 2000, and seeks damages and injunctive relief against them. The
suit also seeks an injunction against us. We have cooperated fully with the SEC
in the course of the investigation into the facts surrounding this matter and
have taken the position that these acts were taken by Dr. Lin and his wife in
their personal capacities and not as agents of the Company or within the scope
of their employment with the Company. We intend to defend vigorously any attempt
to secure an injunction against the Company. Dr. Lin, the founder, former
employee and significant shareholder, has agreed to indemnify the Company
against any liabilities resulting from these actions. Our potential liability
results from a portion of the funds amounting to $1.2 million allegedly obtained
from this scheme flowing into the Company's bank accounts. On December 13, 2002,
a federal grand jury in the United States District Court found Dr. Lin guilty on
charges of securities fraud and money laundering and sentenced him to a prison
term of five years and ten months and assessing yet to be disclosed damages. The
SEC has not notified us of any further action taken against the Company and
there is no assurance that we will prevail in any of our defenses against any
claims or liabilities brought against the Company. Our potential liability
results from a portion of the funds amounting up to $1.5 million (including
interest) allegedly obtained from this scheme flowing into the Company's bank
accounts. After consultation with legal counsel, we have not recorded an accrual
in the accompanying financial statements due to our assessment that any
potential liability remains only reasonably possible.

Merrill Lynch Business Financial Services - On December 4, 2002, Merrill Lynch
Business Financial Services, Inc. ("Merrill Lynch") filed a lawsuit in the
Circuit Court for the Ninth Judicial Circuit in and for Orange County, Florida,
naming us, the Company, as debtor, AMLSI and J.T. Lin as guarantors, and other
parties, in connection with a $500,000 Line of Credit and Loan and Security
Agreement issued by Merrill Lynch to the Company, which is secured by all the
Company's assets. Merrill Lynch has alleged that we are in breach of the Loan
and Security Agreement and has requested the repayment of the principal balance
under the Line of Credit along with certain other remedies, including
foreclosure of certain collateral and appointment of a receiver over such
collateral. We are currently working with Merrill Lynch to resolve the dispute.

                                                                              20

<PAGE>


Item 2. Changes in Securities

As of March 31, 2003, there were 39,326,631 shares of common stock issued and
outstanding, held by approximately 1,700 shareholders.

Private Placement - On January 24, 2003, the Company consummated a previously
announced private placement agreement with a group of four accredited investors,
including ophthalmic-knowledgeable doctors. The offering was for $500,000 and
included the purchase of 1,736,110 of the Company's common shares. Under the
agreement, investors purchased for approximately $.29 each a unit consisting of
one share of the Company's restricted common stock and a warrant with an
exercise price of $.42 per share.

Premier Laser Systems - On January 21, 2003, the Company issued 5,347,594 shares
of common stock as partial payment for the December 26, 2001 Premier Laser
Systems purchase discussed in Note 6.

Other - On January 21, 2003, the Company issued 754,148 shares of common stock
to a former distributor as a refund of his deposit amount previously held by the
Company.

On January 21, 2003, the Company issued 641,774 shares of common stock to two
individuals as a replacement of shares (plus interest) previously provided to
the Company to assist with the Company's purchase of Premier Laser Systems.

Currently, there are approximately 2,383,500 stock options and 2,128,282
warrants outstanding with respect to our common stock. Furthermore, we may issue
additional options for up to an additional 1.8 million shares of common stock
pursuant to the 2002 Stock Option Plan, and we can also issue additional
warrants and grant additional stock options to our employees, officers,
directors and consultants, all of which may further dilute our net tangible book
value per share.

Item 3. Defaults Upon Senior Securities

In November 2002, the Company was notified by Merrill Lynch Business Financial
Services ("MLBFS") that the Company was considered to be in default on the
$500,000 line-of-credit, secured by inventory, that had matured on July 31,
2002. The Company plans to repay the outstanding indebtedness if additional debt
financing is obtained or in the alternative, is currently negotiating a payment
plan with MLBFS.

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


None.


Item 5. Other Information

None.

Item 6. Exhibits and Reports on FORM 8-K.


(a)     EXHIBITS

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

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

(b)     REPORTS None.

                                                                              21

<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 28, 2003

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

                                            /s/  Mark E. Murphy
                                            -----------------------------------
                                                 Mark E. Murphy, CPA, Controller

/s/  Colette Cozean
---------------------------------------
     Colette Cozean, Ph. D., CEO,
     Chairwoman Board of Directors

/s/  Stuart J. Michelson
---------------------------------------
     Stuart J. Michelson, Ph. D., CFO,
     Member Board of Directors


                                                                              22

<PAGE>



                                 CERTIFICATIONS


I, Colette Cozean, certify that:


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

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

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

     a) designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this quarterly report is being
     prepared;

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

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

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

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

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

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


                                            /s/  Colette Cozean
                                            -----------------------------------
                                                 Colette Cozean
                                                 Chief Executive Officer

Date: May 28, 2003


                                                                              23

<PAGE>


I, Stuart Michelson, certify that:

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

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

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

     a) designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this quarterly report is being
     prepared;

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

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

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

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

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

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


                                            /s/  Stuart Michelson
                                            -----------------------------------
                                                 Stuart Michelson
                                                 Chief Financial Officer

Date: May 28, 2003

                                                                              24