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

                                 Form 10-QSB

[x]           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934
              For the period ended  - March 31, 2000

          					OR

[ ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       	      SECURITIES EXCHANGE ACT OF 1934
              For the transition period from

            		Commission file number 0-24897

	                        SurgiLight, Inc.
              (Name of Small Business Issuer in its charter)

                Delaware               			  35-1990562
    (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization                  (Identification Number)


     12001 Science Drive, Suite 140, Orlando, Florida 32826
     (Address of principal executive offices)   (Zip Code)

     Registrant's telephone number, including area code: (407) 482-4555

     Securities registered under Section 12(b) of the Act: None

     Securities registered under Section 12(g) of the Act:

               Common Stock, $.001 par value per share
                           (Title or class)

     Indicate by check mark whether the Registrant (1) has filed all reports
     required to be filed by Section 13 or 15(D) of the securities Exchange
     Act  of 1934 during the preceding 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 [ ]

     As of March 31, 1999, the Registrant has outstanding 11,500,000 shares
     of Common Stock.


<PAGE>







SurgiLight, Inc.

Except for the historical information contained herein, the discussion in
this Report contains forward-looking statements (within the meaning of
Section 21E of the Exchange Act) that involve risks and uncertainties.  The
Company's actual results could differ materially from those discussed here.
Factors that could cause or contribute to such differences include, but are
not limited to, those discussed in the sections entitled "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Risk Factors and Uncertainties" in this report.  SurgiLight undertakes no
obligation to update any such factors or to publicly announce the results of
any revisions to any of the forward-looking statements contained herein to
reflect any future events or developments.

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

(1) Financial Statements    	 	                    	Page
[S]                           		                     [C]
     Consolidated Balance Sheets at March 31, 2000 and
        March 31, 1999 (un-audited)                           F-1

     Consolidated Statements of Operations for the three
        months ended March 31, 2000 and
        March 31, 1999 (un-audited)                           F-2

     Consolidated Statements of Cash Flows for the three
        month ended March 31, 2000 and
        March 31, 1999 (un-audited)                           F-3

     Consolidated Statements of Changes in Stockholder's
        Equity for the years ended December 31, 1999 and
        March 31, 2000  (un-audited)       			  F-4

     Notes to Un-audited Financial Statements                 F-5

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

PART II.  OTHER INFORMATION

	ITEM 1.  Legal Proceedings

	Item 2.  Changes in Securities

	ITEM 3.  Defaults Upon Senior Securities

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

	ITEM 5.  Other Information

ITEM 6.  Exhibits and Reports on Form 8-K

<PAGE>


ITEM 1 - FINANCIAL STATEMENTS
                               SURGILIGHT, INC.
                         CONSOLIDATED BALANCE SHEETS
                                 (Unaudited)
<TABLE>
<CAPTION>
                                             Three Months Ended
                                           March, 31     March, 31

                                             2000         1999
 	                                   ---------     ---------
<S>                                      	   <C>           <C>
ASSETS

Current Assets
  Cash                                   $ 1,334,823    $  434,381
  Accounts Receivables, Net                  601,357       228,375
  Inventory                                  573,276       876,708
  Other Current Assets                        43,406         2,500
                                           ---------     ---------
  Total Current Assets                     2,552,862     1,541,964

Property & Equipment, Net                  1,665,091     1,156,591

Intangibles, Net                             134,258       146,694

Other Assets                                 327,747       203,051
                                           ---------     ---------
  Total Assets                           $ 4,679,958   $ 3,048,300
                                           =========     =========
LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts Payable                       $   322,200   $   174,125
  Accrued Expenses                            22,494        19,872
  Other Current Liabilities                   53,632       482,132
                                           ---------     ---------
  Total Current Liabilities                  398,326       676,129

Long-term Liabilities                        146,132        56,095
                                           ---------     ---------
  Total Liabilities                          544,458       732,223

Stockholders' Equity
  Common Stock                                 2,292     4,048,364
  Paid In Capital                          6,373,624       571,680
  Accumulated Deficit                     (2,240,416)   (2,303,968)
                                           ---------     ---------
  Total Stockholders' Equity               4,135,500     2,316,076
                                           ---------     ---------
Total Liabilities &
   Stockholders' Equity                  $ 4,679,958   $ 3,048,300
                                           =========     =========
</TABLE>
                                  F-1
<PAGE>

                           	SURGILIGHT, INC.
                   CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (Unaudited)

<TABLE>
<CAPTION>
                                             Three Months Ended

                                           March, 31     March, 31

                                              2000          1999
                                           ----------    ----------
<S>                                      <C>           <C>
Net Sales                                $   761,303    $  472,316
Cost of Goods Sold                           280,061        80,861
                                           ----------    ----------
Gross Profit                                 481,242       391,455
General and Administrative
  Expenses                                   481,168       411,193
                                           ----------    ----------
Operating Income (Loss)                           74       (19,738)

Other Income (Expenses)
  Interest Expense                          (31,704)          (16)
  Interest Income                             1,403          3,443
                                           ----------    ----------
Net Income (Loss)                        $   (30,301)      (16,311)
                                           ==========    ==========

Diluted Earnings Per Share (Loss)        $     (0.001)      (0.001)

Weighted Average Number of
   Diluted Shares Outstanding               21,191,350    6,124,614

</TABLE>
                                F-2

<PAGE>



















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

<TABLE>
<CAPTION>
                                             Three Months Ended
                                           March, 31     March, 31
                                              2000          1999
                                           ----------    ----------
<S>                                       <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                       $  (30,227)  $  (16,311)
  Adjustments to reconcile net income
    (loss) to net cash provided by
    (used in) operating activities:
    Depreciation                              50,000        52,166
    Amortization                               3,000         3,333
    Increase (Decrease) in:
      Receivables                           (253,681)      (72,246)
      Inventory                               264,213      (71,944)
      Other assets                           (323,787)      (2,500)
      Accounts Payable                         13,176        27,881
      Accrued Expenses                       (128,500)         (65)
                                           ----------    ----------
        Net cash provided (used) by
              operating activities          (405,806)      (79,686)
                                           ----------    ----------
CASH FLOWS USED IN INVESTING ACTIVITIES:
  Purchases of equipment                    (101,465)     (119,013)
                                           ----------    ----------
        Net cash provided (used) by
              investing activities          (119,013)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from long-term borrowing                -       104,727
  Repayment of long-term borrowing                 -             -
  Capital Contributions                      337,686     1,137,998
                                           ----------    ----------
        Net cash provided (used) by
              financing activities         1,264,500       442,413
                                           ----------    ----------
NET INCREASE (DECREASE) IN CASH              757,229       243,714
CASH, beginning of period                    577,594       190,667
                                           ----------    ----------
CASH, end of period                      $ 1,334,823   $   434,381
                                           ==========    ==========
CASH, paid during the
 Period for interest			     $    14,978        11,000
							 =========	   ==========
</TABLE>
                                    F-3
<PAGE>




                                SURGILIGHT, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                   (Unaudited)

<TABLE>
<CAPTION>

                   	Dec., 31     	March, 31
                     	1999        	2000
                 	   ----------    	    ----------
<S>             	   <C>                <C>
Capital Stock        $    1,140         $     2,292

Additional
Paid In Capital       5,110,276           6,374,624

Deficit              (2,210,189)         (2,241,410)
                     ----------          ----------

Total               $ 2,901,227         $ 4,136,500
                     ==========          ==========

</TABLE>
                                   F-4
<PAGE>


See accompanying notes to financial statements.





























NOTES FOR FIRST QUARTER FINANCIAL STATEMENTS

SURGILIGHT, INC.

                     	CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
                        	FOR THE THREE MONTHS ENDED
                        	  MARCH 31, 2000 AND 1999



Parks, Tschopp, Whitcomb and Orr
2600 Maitland Central Parkway
Suite 330
Maitland, FL 32751

SurgiLight, Inc.
12001 Science Drive, Suite 140
Orlando, FL 32826

We have compiled the accompanying Consolidated Balance Sheets of SurgiLight,
Inc. as of March 31, 2000 and 1999 and related Statements of Operations for
the three months ended March 31, 2000 and March 31, 1999, in accordance with
statements on standards for accounting and review services issued by the
American Institute of Certified Public Accountants.

A compilation is limited to presenting in the form of financial statements
information that is the representation of management.  We have not audited
or reviewed the accompanying financial statements and, accordingly, do not
express and opinion or any other form of assurance on them.

Management has elected to omit substantially all the disclosures ordinarily
included in the financial statements.  If the omitted disclosures were
included in the financial statements, they might influence the user's
conclusions about the company's financial position, results of operations,
and cash flows.  Accordingly, these financial statements are not designed
for those who are not informed about such matters.




Thomas Tschopp
Maitland, FL
April 16, 2000

<PAGE>











Basis of presentation.  Certain information and footnote disclosure normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed and omitted pursuant to
such rules and regulations, although management believes the disclosures are
adequate to make the information presented not misleading.  These interim
financial statements should be read in conjunction with the Company's annual
report and most recent financial statements included in its report on Form
10-K for the year ended December 31, 1999 filed with the Securities Exchange
Commission.  The interim financial information included herein is un-
audited; however, such information reflects all the adjustments (consisting
solely of normal recurring adjustments)which are, in the opinion of
management, necessary for a fair statement of results of operations and cash
flows for the interim periods.  The results of operations for the three
months ended March 31, 2000 are not necessarily indicative of the results to
be expected for the full year.

1. The weighted average number of diluted shares is: 6,124,614 shares for
the first quarter of 1999 and 100,000 shares for the first quarter of 1998.
As of March 31, 1999 the Company has a total outstanding shares of
11,500,000 common stocks and no stock options or warrants have been issued.
The increased number of outstanding shares is attributed to the mergers
and/or acquisitions and certain technology licensing right. For greater
details, see the Company's SEC Schedule 14f-1 filed on March 31, 1999.

2. The consolidated revenue for the first quarter, 1999 is attributed from
the Company's divisions of  Laser Technology (for sales of laser systems),
Cosmetic Mobile Center in Ft. Lauderdale, FL and the Laser Vision Centers
in Plantation, FL and Centers outside the US. The Plantation Vision Center
has a gross revenue of about $412,500 or about 74% of the quarter
consolidated revenue. The cosmetic center has a gross revenue of about
$70,370, or about 13%. The rest of the revenue about 13% is from system
sales. The Company's strategy is to focus on the recurring revenue and
income from the laser centers operation. The Company, however, will continue
to develop new products for new markets mainly outside US. These new
products shall include diode lasers for microsurgery, infrared laser for
vision correction and the Company's patent pending new technology for
presbyopia correction.

3. The Company foresees to keep the fast growth rate in revenue and profit
in future quarters by the expected new centers and sales of new products.
However there can be no assurance that the Company will be successful in
maintaining its current growth in revenue and profit.

                                F-5
<PAGE>












ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
         OPERATIONS AND FINANCIAL CONDITIONS.

In our Management's Discussion and Analysis of Financial Condition and
Results of Operations we review our past performance and, where appropriate,
state our expectations about future activity in forward-looking statements.
Our future results may differ from our expectations.

OVERVIEW

The Company currently two divisions: (1) the Laser Technology and  (2) the
Laser Eye Centers. The Company also obtain income from its spun-off two
divisions:  the Cosmetic Mobile Laser Centers and the Thermal Infrared
Technology. In the Laser Technology division, we develop and conduct
research for lasers in the ultraviolet (UV) and infrared (IR) spectra for
applications including vision correction and microsurgery. We also conduct
clinical trials outside the U.S. for various new applications. The Company
currently operates 19 Laser Eye Centers (LEC) internationally and one Laser
Eye Center in Florida.

The Company's strategy is to focus on the recurring revenue and income from
The royalty fee of new technology and from laser centers operation. The
Company, however, will continue to develop new products for new markets
mainly outside the U.S. These new products shall include diode lasers for
microsurgery, UV laser for skin treatments, infrared lasers for vision
correction and the Company's patent pending new technology for presbyopia
correction.  The Company believes that it is the only company has the in-
house technologies to support and/or up-grade the systems used in its
Centers. The Company's start-up system cost for its international Laser
Centers, in which systems were made by the Company, is only 30% of that
of its competitors which purchase systems from others. However, there can be
no assurance that the Company will be successful in operating these Laser
Centers without suffering future competitions from those that may also
operate Centers in and also own the in-house technologies.

The presbyopia worldwide potential procedure income is estimated to be
over $1,500 billion, since almost 100% of the worldwide population for ages
older than 45 will become presbyopia. This estimation is based upon the
worldwide population of 900 million (15%) who are presbyopia and an average
procedure fee of $2,000 per patient. The US presbyopia population is
approximately 40 million which also representing a potential procedure
income of about $160 million based upon a fee of $2,000 per eye. The current
treatments for presbyopia including implants and diamond-knife incision
which have drawbacks of being a complex surgical procedure and require a lot
of the surgeon's experience. Another method is to use a Ho:YAG laser for
monovision correction, a clinical trial system made by Sunrise Technology.
This method however can only treat one eye for near view and requires the
second eye un-treated to see far. Strictly speaking the Ho:YAG method is not
a presbyopia correction but only correct hyperopia in one eye.

The Company's new method of LASA (Laser Sclera Ablation) using laser for
presbyopia reversal has advantages of a being precise, fast and simple
procedure which does not require surgeon's experience. The LASA procedure
will be less complications and more stable , less regression than the
mechanical, non-laser methods. The Company is currently conducting clinical
trials in Venezuela and the results was presented at the 1999 Fall World
Refractive Surgery Symposium (Orlando, Oct. 24-26, 1999). The Company
believes that it is the first and the only company offering LASA which is
now limited to the international market prior to the US approval. The
Company currently has three pending patents relating to the LASA and new IR-
laser technologies. However, there can be no assurance that the Company will
be successful in protecting its proprietary technologies or in completing
its market approval in the U.S. on schedule. (See ITEM 5 of Part II in this
filing for greater details).

The Company believes that it is the only company currently owning both
the ultraviolet (UV) and infrared (IR) laser technologies for vision
corrections. For vision corrections using UV lasers, there are several
existing patents which may prohibit our sales of the UV lasers without
obtaining a license. The Company has three pending patents for the use of IR
lasers which has the potential of replacing the existing UV lasers currently
used by most of its competitors including Visx, Summit, Bausch & Lomb,
LaserSight, Nidek, Schwind and Meditec. The IR lasers, the Company believes,
will be have less mutagenic effects and safer than the UV lasers which may
have potential risk of long-term biological complications. However, prior to
the market approval in US the Company's new products will be limited to
international sales. The Company believes that its Infrared (IR) lasers for
vision corrections will be protected by its proprietary technology and its
pending patents. In addition, the users of the Company's IR lasers will not
have to pay the license fee or royalty fee which are required for the use of
UV lasers. Currently, the UV laser royalty fee in the U.S. is about $250 per
case paid to the patent owners Visx and Summit. The UV laser manufacturers
also need to pay the IBM-patent fee of about 3%-7% of their sale price.
Without paying these fees, the Company believes that its IR lasers will have
advantages in both profit margin and the market competitions. However, there
can be no assurance that the Company will be successful in protecting its
proprietary and pending patents to avoid these license and or royalty fees.

The medical laser industry is new and needs the approval from FDA prior to
marketing in the U.S. Our competitors are significantly larger in their
financial condition and several of them have now received FDA approval in
vision correction using excimer lasers. We will also face increased
competition from manufacturers of vision correction lasers and from
companies operating laser centers in the U.S. and internationally. The
Company's medical lasers will need either 510(K) approval, which takes only
6-12 months, or PMA and IDE approvals which may take a few years to complete
prior to the market approval in the U.S. Prior to these market approvals,
the Company's medical products will be limited to international sales and
these products need to be manufactured outside US. The Company believes that
its UV-laser for dermatology uses and the waterjet system (made by VisiJet
and marketed by the Company in certain countries) will only need 510(K)
approval. The other new products of the Company will require PMA approval.
However there can be no assurance that the Company will be successful in
obtaining these market approvals as scheduled.  The Company has recently
submitted a 510(K) application for its UV-308 laser for the treatment of
skin diseases including psoriasis and vitiligo.

The Company's Plantation Eye Center currently has over 20 surgeons using the
excimer laser facility. These existing surgeons however may leave the
Company if they decide to operate their own Center or join other Centers
offering a better term than the Company. All of these factors may influence
our systems sales and income from laser centers. Accordingly, our past
results may not be useful in predicting our future results.

RESULTS OF OPERATIONS

Revenues for the first quarter ended March 31, 2000 increased 61% to
$761,000 from $472,000 for the same period of 1999. The growth of revenues
and operation incomes are attributed to the Company's growth in system sales
and procedure income from the Laser Centers.

For the first quarter ended March 31, 2000, the Company reported an
operation income of $20,000, excluding the facility depreciation of $50,000.
The net loss (after the facility depreciation) of the first quarter of 2000
was $30,000 or $0.001 per share, compared to a net loss of $16,000 or $0.001
per share for the same period of 1999.

The total revenue for the first quarter is attributed to the Company's two
divisions, the Laser Eye Centers and sales of systems. In addition, the
Company also obtained incomes from Advanced Marketing Technology for the
Cosmetic Laser Centers and EMX for night vision products. In this quarter,
the Company was established two more Eye Laser Centers in Asian countries
and now has a total of 20 Laser Eye Centers.

Operating expenses for the first quarter of 2000 was $481,000, compared with
$411,000 of the same period of 1999. The increase in operating expenses is
proportional to the total revenue and increased sales effort. In addition,
R&D costs and clinical trials costs will continue to increase in the future
quarters to support our focus on the Company's new infrared lasers and the
related ongoing clinical trials in Latin America, Europe and US.

The total current assets of the Company increased to $2,553,000 as of March
31, 2000, compared with $1,542,000 of the end of March, 1999. This increase
in current assets is mainly attributed to the additional paid in capital of
$1,232,000 from an accredited investor. The Company expects to obtain more
proceeds from accredited or Institutional investors in the second quarter of
2000. The Company will use this addition funding to continue its on-going
clinical trials and to expand its international Laser Centers.

The Company hopes to receive FDA clearance for the EX-308 laser for the
phototherapy treatment of psoriasis and related skin disorder soon. In
preparation for this clearance, the Company appointed Claude S. Burton,
M.D., Associate Professor of Medicine and Director of the Laser Clinic at
Duke University Medical Center, as the Medical Advisor.

The inventory for the third quarter remains about the same as that of the
third quarter. Account receivable increase from $232,000 in second quarter
to $598,000 in the third quarter because of the financing program offered to
one User in Korea and the deposits from two Eye Centers in China, where
payments are due system installation. The current assets on September 30,
1999 increases about $100,000 compared to the second quarter end because of
the net income.

R&D costs and clinical trials costs will continue to increase in future to
support our focus on the Company's new infrared lasers and the related
ongoing clinical trials in Venezuela and Mt. Sinai Hospital in New York
City.  The Company's strategy is to focus on the recurring revenue and
income from the laser centers operation. The Company, however, will continue
to develop new products for new markets mainly outside the U.S. These new
products shall include diode lasers for microsurgery, infrared laser for
vision correction and the Company's patent pending new technology for
presbyopia correction. The Company's clinical trials shall include two
infrared laser systems for microsurgery and presbyopia and one UV laser for
skin treatment, where clinical trials will be conducted both in the US and
internationally. The Company has on-going clinical trials at Caracas,
Venezuela for laser presbyopia reversal and at Mt. Sinai Hospital, New York,
for UV-laser skin treatments. The Company plans to start more clinical sites
in US and internationally within the next few months. The revenue from
system sales is not expected to grow as fast as revenue from the centers
until new products are developed or approved for marketing.

LIQUIDITY AND CAPITAL RESOURCES

The total current assets of the Company increased to $2,553,000 as of March
31, 2000, compared with $1,542,000 of the end of March, 1999. This increase
in current assets is mainly attributed to the additional paid in capital of
$1,232,000 from an accredited investor. The Company expects to obtain more
proceeds from accredited or Institutional investors in the second quarter of
2000. The Company will use this addition funding to continue its on-going
clinical trials and to expand its international Laser Centers.

The net cash increased from $577,594 on December 31, 1999 to $1,334,823 on
March 31, 2000 mainly due to the addition paid in capital of $1,232,000. The
Company anticipates that its current cash, cash equivalents, as well as
anticipated cash flows from operations and additional capital contribution
from private placements, will be sufficient to meet its working capital and
capital equipment needs at least through the next twelve months. The Company
expects to raise additional funds via private placements during the second
quarter of 2000.

<PAGE>

OTHER INFORMATION (Clinical Trials and New Products Up-date)

1.  The Company is currently conducting clinical trials at Caracas,
Venezuela for the treatment of presbyopia patients using the Company's
patent pending technology.. The clinical results (for 15 cases) performed by
Drs. Perrasa and Martinez at the Company's  Microsurgical Laser Center at
Caracas, Venezuela, were reported at the 1999 Fall World Refractive Surgery
Symposium (October 21-23, Orlando, FL). A second paper for the results of 21
cases with follow-up longer than 8 months was submitted for presentation in
the Summer World Refractive Surgery Symposium (July 21-23, Miami, FL). The
Company plans to open several more Laser Centers in Latin America countries
for the LASA procedure using its patent pending device.

2.  The Company has another on-going clinical trial at Mt. Sinai Hospital,
New York, using a UV-laser for the treatment of Psoriasis and vitiligo which
affect a worldwide population of about 2% or 100 million, according to the
report by Dr. Spencer at Mt. Sinai Hospital, NY. Clinical results were
submitted for the application of a 510K marketing approval.

3.  The Company had a meeting with FDA in April for the discussion of detail
technical and clinical requirement in preparing the IDE protocol, where Dr.
J. T. Lin, Mr. Tim Shea and Dr. Penny Asbell (from Mt. Sinai) were attending
the meeting.



4.  The Company will continue its R&D for several new products including the
UV-laser for skin treatment (market approval is expected in 2000, if a 510K
approval can be completed) and the new infrared lasers for microsurgery and
vision correction, the models IR-3000 , IR-3001 and IR-2000 which will take
several years for the U.S. market approval. International marketing for
these new products, however, will start during the early part of year 2000,
in addition to our existing UV lasers market. The Company had signed a
letter of intent with MicraUS for a joint venture in UK to manufacture and
market its products in Europe. However there can be no assurance that the
Company will be successful in completing the clinical trials and obtaining
necessary approvals as scheduled.


<PAGE>











































Part II.  OTHER INFORMATION

ITEM 1.  Legal Proceedings

On March 15, 2000 the Company was notified that Presby Corp of Dallas,
Texas had filed suit in the United States Court for the Middle District of
Florida Orlando Division.  Presby Corp and its parent company RAS Holding
Corp own multiple patents directed to methods, devices and systems for the
treatment of presbyopia and alleges that the Company is violating their
patents.  The Company believes that there is no basis for this suit and
that these allegations are without merit and completely false. However,
there can be no assurance that the Company will successfully defend this
lawsuit or may have to negotiate a licensing fee payable to Presby Corp.
The Company had hired a lawyer and will start to negotiate and investigate
the validity of the patents claimed by Presby Corp. The first meeting with
the lawyer of Preby Corp is expected at the beginning of May, 2000.

ITEM 2.  Changes in Securities

On January 14, 2000, the board of directors and the shareholders holding
majority of the issued and outstanding shares of common stock ("Common
Stock"), par value $.0001 per share, of the Company authorized an amendment
to the Certificate of Incorporation of the Company ("Amendment") providing
for a two-for-one forward stock split of the Common Stock (the "Forward
Split").  The Forward Split shall become effective as to all shares of
Common Stock issued and outstanding as of January 25, 2000 ("Effective
Date).

The Forward Split will occur on the Effective Date without any further
action on the part of stockholders of the Company and without regard to the
date or dates on which certificates representing shares of Existing Common
actually are surrendered by each holder thereof for certificates
representing the number of shares of the New Common which each such
stockholder is entitled to receive as a consequence of the Forward Split.
After the Effective Date of the Forward Split, each certificate representing
shares of Common Stock outstanding immediately prior to the Effective Date
of the Forward Split (the "Existing Common") will be deemed to represent two
shares of into new certificates representing the appropriate number of
shares of Common Stock resulting from the subdivision ("New Common").  No
fractional shares, but only whole shares of New Common, shall be issued.
Certificates representing shares of New Common will be issued in due course
as old certificates are tendered for exchange or transfer to Signature Stock
Transfer, the Company's transfer agent.

As of January 14, 2000, there were approximately 250 holders of record of
Existing Common.  The Company does not anticipate that, as a result of the
Forward Split, the number of holders of record or beneficial owners of
Existing Common or New Common will change significantly.  In addition, the
approximately 82,000 shares issuable upon exercise of the Company's
outstanding options, and the exercise price per share, will be
proportionately adjusted, and the par value per share of the Common Stock
will not be changed.

The Forward Split will not materially affect the proportionate equity
interest in the Company of any holder of Existing Common or the relative
rights, preferences, privileges or priorities of any such stockholder.  The
New Common issued pursuant to the Forward Split will be fully paid and non-
assessable.  All shares of New Common will have the same par value, voting
rights and other rights as shares of the Existing Common have.  Stockholders
of the Company do not have preemptive rights to acquire additional shares of
Common Stock that may be issued.  The Company has no definitive plans or
commitments to issue additional shares of Common Stock.

The primary purpose of the Forward Split is to increase the tradability of
the Company's Common Stock by increasing the number of shares outstanding,
thereby reducing the price per share at which the Common Stock is trading.
The Company does not anticipate any change in the Company's status as a
reporting company for federal securities law purposes as a result of the
Forward Split.

The Amendment also authorized an increase in the number of authorized shares
to 30,000,000 shares of Common Stock, having a par value of $.0001 per
share.

The Company's stock split was effective on January 27, 2000.  On March 10,
2000 the Company issued 110,000 shares of Common Stock to an accredited
investor for paid in capital of $1,232,000.00.  As of March 30, 2000 the
Company had a total outstanding and issued (post-split) shares of 21,490,000
shares including the reserved 164,000 shares.

ITEM 3.  Defaults Upon Senior Securities

Not Applicable

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

No matters were submitted to a vote of security holders in 1999.

ITEM 5.  Other Information

ITEM 6.  Exhibits and Reports on Form 8-k

On March 31, 2000 the Company filed a Form 8-K regarding the hiring of a
part-time Chief Financial Officer and announcing the appointments of two new
Board Members.

On January 25, 2000 the Company filed a Form 8-K regarding the agreement
with Advanced Marketing Technologies, Inc.  The Company also announced the
results of the Stock Option Committee meeting with regard to the status of
the Stock Options.

On January 24, 2000 the Company Filed a Form 8-K regarding the spin off of
Advanced Marketing Technologies, Inc. and EMX, Inc. The Company also
announced the hiring of Timothy J. Shea as Senior Vice President and Chief
Operating Officer.  Mr. Shea was also appointed to the Board of Directors
and will hold the responsibility of Secretary of the Board.


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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

SurgiLight, Inc.

Date: April 16, 2000

                           By: /s/ J. T. Lin
                               ----------------------------------
                               J. T. Lin
			             President, Chief Executive Officer
			             and Director










































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