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 September 30, 2004




Commission file number  0-24897

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

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

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

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

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


Number of shares outstanding of common equity, as of
September 30, 2004 was 54,411,958





SURGILIGHT CORPORATION AND SUBSIDIARIES

QUARTER ENDED SEPTEMBER 30, 2004

INDEX


PART I - FINANCIAL INFORMATION

ITEM 1 - Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets as of September 30, 2004 (unaudited) and
December 31, 2003.

Condensed Consolidated Statements of Operations for the three and nine months
ended September 30, 2004 and 2003 (unaudited).

Condensed Consolidated Statements of Cash Flows for the three and nine months
ended September 30, 2004 and 2003 (unaudited).

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

Notes to Unaudited Condensed Consolidated Financial Statements.

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

ITEM 3 - Controls and Procedures.

PART II - OTHER INFORMATION

ITEM 1 - Legal Proceedings

ITEM 2 - Changes in Securities

ITEM 3 - Defaults upon Senior Securities

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

ITEM 5 - Other Information

ITEM 6 - Exhibits and Reports on Form 8-K




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


                                                            <c>             <c>
                                   ASSETS
                                                               September 30,   December 31,
                                                                   2004           2003
                                                                -----------    ------------
                                                                (unaudited)
Current assets:
    Cash                                                       $     4,728       $ 31,420
    Accounts receivable trade, less allowances for
       doubtful accounts of $583,995 and $161,995                  545,459        132,459
    Inventories                                                    360,000        360,000
    Prepaid data collection fees                                   491,500        466,500
    Employee advances                                              108,709         38,913
    Prepaid expenses                                                82,514         40,331
                                                               -----------     ----------
       Total current assets                                      1,592,910      1,069,623

Property and equipment, net of accumulated depreciation
    Of $19,831 and $16,897                                          17,460         20,394

Other assets:
    Long-term inventories                                        4,144,363      4,424,364
    Intangible assets, net of accumulated amortization
       of $353,346 and $345,849                                    210,034        217,531
                                                               -----------     ----------
       Total assets                                            $ 5,964,767     $5,731,912
                                                               ===========     ==========

                    LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable and accrued expenses - third parties      $ 1,943,095     $1,144,904
    Accounts payable - related parties                             893,347        495,718
    Customer deposits                                              464,233        755,333
    Short-term debt                                                343,537        451,074
    Convertible debentures                                          36,898        414,898
                                                               -----------     ----------
      Total liabilities, all current                             3,681,110      3,261,927

Debt to be converted into equity                                 1,088,154      1,088,154

Commitments and Contingencies

Stockholders' equity:
    Preferred stock, $0.0001 par value; 5,000,000 shares
       authorized; 47,000 issued and outstanding                         6              6
    Common stock, $0.0001 par value; 60,000,000 shares authorized;
       54,411,958 issued; 54,365,823 outstanding                     5,441          4,513
    Additional paid in capital                                  11,467,108     10,955,742
    Treasury stock, 46,135 shares (at cost)                       (202,095)      (202,095)
    Accumulated deficit                                        (10,074,957)    (9,376,335)
                                                               -----------     ----------
      Total stockholders' equity                                 1,195,503      1,381,831
                                                               -----------     ----------

      Total liabilities and stockholders' equity               $ 5,964,767     $5,731,912
                                                               ===========     ==========

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

<table>
<caption>
                               SURGILIGHT, INC.
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

                                               Three Months Ended         Nine Months Ended
                                               Sept. 30,   Sept. 30,    Sept. 30,    Sept. 30,
                                                  2004       2003         2004         2003
                                               ---------   ---------    ---------    ---------

                                          <c>         <c>           <c>          <c>
     Revenue:
        Sales of equipment                   $       -   $  202,485    $1,477,000   $  767,985
        Other                                   122,850       3,800       192,098       28,370
                                             ----------- -----------   -----------  -----------
        Total Revenue                           122,850     206,285     1,669,098      796,355
     Cost of Sales                                6,585      31,992       312,523      104,831
                                             ----------- -----------   -----------  -----------
        Gross profit                            116,265     174,293     1,356,575      691,524

     Operating expenses:
        Salaries and benefits                   101,221     109,874       312,878      368,277
        Advertising and marketing                    -        3,855         5,444       71,300
        Administrative and other                618,441     105,579       861,432      377,992
        Professional fees                       177,867      83,697       584,280      218,816
        Research and development                 47,001      47,001       141,003      157,003
        Interest expense                         49,834      13,173       139,729       38,630
        Depreciation                                978       6,307         2,934       19,346
        Amortization                              2,499      29,154         7,497       87,463
                                             ----------- -----------   -----------  -----------
        Total operating expenses                997,841     398,640     2,055,197    1,338,827
                                             ----------- -----------   -----------  -----------
     Income (loss) from operations             (881,576)   (224,347)     (698,622)    (647,303)
                                             -----------  ----------   -----------  -----------
     Provision for income tax                        -           -             -            -
                                             -----------  ----------   -----------  -----------
     Income (loss) from
          continuing operations                (881,576)   (224,347)     (698,622)    (647,303)

     Discontinued operations:
        Income (loss) from operations
        of Plantation (including $85,804
        loss on disposal)                            -           -             -      (102,145)
                                             -----------  ----------   -----------  -----------
        Net income (loss) from
        discontinued operations                      -           -             -      (102,145)
                                             -----------  ----------   -----------  -----------
        Net Loss                             $ (881,576)  $(224,347)   $ (698,622)  $ (749,448)
                                             ===========  ==========   ===========  ===========

 Basic and diluted income (loss) per share:
  Income (loss) from continuing operations      (0.017)     (0.004)      (0.015)      (0.016)
  Income (loss) from discontinued operations     0.000      (0.000)       0.000       (0.003)
                                                -------     -------      -------      -------
         Net Income (loss)                      (0.017)     (0.004)      (0.015)      (0.019)
                                                =======     =======      =======      =======

Weighted average shares used in calculating
 net income (loss) per share - Basic          52,246,133  45,115,712    47,553,126   39,388,726

Weighted average shares used in calculating
 net income (loss) per share - Fully Diluted  52,246,133  45,115,712    47,553,126   39,388,726




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





<table>
<caption>
                                     SURGILIGHT, INC.
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


                                               Three Months Ended       Nine Months Ended
                                             Sept. 30,   Sept. 30,     Sept. 30,  Sept. 30,
                                                2004      2003         2004         2003
                                             --------   --------    --------  --------

                                         <c>         <c>          <c>          <c>
Cash flows from operating activities:
  Net loss                                  $(881,576)  $ (224,347)  $ (698,622)  $(749,448)
  Adjustments to reconcile net loss to
  net cash used in operating activities:
      Depreciation                                978        6,307        2,934      19,346
      Amortization                              2,499       29,154        7,497      87,463
      Stock issued for services               494,295           -       512,294          -
      Provision for bad debt                  425,000           -       425,000          -
 (Increase) decrease in assets and
  liabilities, net of business
  acquisitions and dispositions
      Receivables                               8,930      116,701     (838,000)   (248,911)
      Inventories                                  -        30,000      280,001      90,000
      Prepaid data collection fees                 -            -       (25,000)    (59,000)
      Employee advances                        (6,000)          -       (69,796)       (828)
      Prepaid expenses                        (35,880)       6,480      (42,183)    (13,098)
      Accounts payable & accrued
        expenses-third parties                316,243      (70,535)     922,530     214,801
      Accounts payable-related parties        163,678       73,064      273,290     180,025
      Customer Deposits                        (1,100)      60,000     (291,100)    (40,000)
      Discontinued operations                      -       264,477           -      368,981
                                            ----------  -----------  -----------  ----------
      Net cash generated (used) in
      operating activities                    487,067      291,301       458,845    (150,669)
                                            ----------  -----------  -----------  ----------

Cash flows from investing activities:
  Purchases of equipment                           -            -             -         (519)
                                            ----------  -----------  -----------  ----------
      Net cash used in
         investing activities                      -            -             -         (519)
                                            ----------  -----------  -----------  ----------

Cash flows from financing activities:
  Bank overdraft                                   -        (3,424)           -       (3,678)
  Repayment of debt                          (116,337)    (286,952)     (116,337)   (289,773)
  Proceeds from shareholder loans               8,800           -          8,800       6,000
  Repayment of debentures                          -            -             -      (38,000)
  Proceeds from private placement                  -            -             -      500,000
  Loan fees                                        -            -             -      (22,500)
  Proceeds from issuance of common stock           -            -             -           64
  Conversion of debenture                    (378,000)          -       (378,000)         -
                                            ----------  -----------  -----------  ----------
      Net cash provided by (used) in
        financing activities                 (485,537)     290,376      (485,537)    152,113
                                            ----------  -----------  -----------  ----------
Net increase (decrease) in cash                 1,530          925       (26,692)        925

Cash beginning of period                        3,198           -         31,420          -
                                            ----------- -----------  -----------  ----------

Cash end of period                          $   4,728   $      925    $    4,728  $      925
                                            ==========  ===========  ===========  ==========

Supplemental disclosure:
Cash paid during the period for interest    $       -   $       -    $        -   $    3,049
                                            ==========  ===========  ===========  ==========


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





<table>
<caption>

                               SURGILIGHT, INC.
    CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)
                 For the Three Months Ended September 30, 2004


                           <c>       <c>    <c>        <c>     <c>
                                                                   Additional
                               Preferred Stock     Common Stock      Paid-In
                                Shares  Amount   Shares   Amount     Capital
                              ---------------- ------------------   ----------
Balances at June 30, 2004        47,000    $6  45,434,347 $4,533  $10,973,722

Payment for services                 -      -   8,977,611    908      493,386

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

Balances at September 30, 2004   47,000    $6  54,411,958 $5,441  $11,467,108
                                 ======    ==  ========== ======  ===========


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










<table>
<caption>
                               SURGILIGHT, INC.
    CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)
                 For the Three Months Ended September 30, 2004


                               <c>         <c>          <c>
                                                              Total
                                  Treasury       Accum.    Stockholders
                                    Stock        Deficit      Equity
                                  --------   ------------  ------------
Balances at June 30, 2004         $(202,095)  $ (9,193,381)  $1,582,785

Payment for services                     -              -       494,294

Net loss                                 -        (881,576)    (881,576)
                                 ----------   ------------   ----------

Balances at September 30, 2004    $(202,095)  $(10,074,957)  $1,195,503
                                  ==========  =============  ==========


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





SURGILIGHT INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

1.	Business and Basis of Presentation

SurgiLight, Inc. ("the Company" or "SurgiLight") sells ophthalmic lasers
and related products and services based on its own and licensed
intellectual property, primarily for use in refractive and presbyopia
procedures.  SurgiLight's wholly owned subsidiaries, which comprised an
operating segment of the Company, (Plantation Laser Eye Center,
"Plantation" and American Medical Laser Services, Inc., "AMLSI") provided
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.  On June 12,
2003, the Company entered into an agreement to sell certain of the
Plantation assets and cease all business operations; therefore that
subsidiary has been treated as disposed as of that date.

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,
2003 and 2002, including the notes thereto, and the other information
included in the Company's filing on Form 10-KSB, which was filed with the
Securities and Exchange Commission, SEC, on April 14, 2004.  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, 2004.

Certain reclassifications have been made to the 2003 financial statements
to conform with the 2004 presentation.

Acquisitions and Dispositions

In March 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 was
as follows:  Cash - escrowed account, $264,477.  We are not aware of any
liabilities for which we are responsible.  In January 2004, we filed suit
seeking recovery of the value of the assets transferred plus additional
statutory damages.  In February 2004, Miano revised his claims and added
certain officers and directors of SurgiLight to the litigation.

On July 2, 2003, Merrill Lynch secured a judgment as a result of the
default on the $500,000 line-of-credit.  Subsequent to that, the Company
has released its rights to Merrill Lynch of the $264,477 of escrowed cash
that has been subject of the ongoing dispute between the Company and AMLSI.
On July 1, 2004 the U.S. FDA returned $116,337 of previously deposited
funds to the Company.  The funds were sent directly to Merrill Lynch and
were applied to the Company's outstanding debt balance.

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.

On June 12, 2003, the Company entered into an agreement to sell certain of
the Plantation assets and cease all business operations; therefore that
subsidiary has been treated as disposed as of that date.

In July 2004, the Company was contacted by the U.S. Department of the
Treasury who is investigating a shipment to Iran in 2000 by the founder of
the Company.  It is too early to know if this may result in any liability
to the Company.

Major Customers

During the period ended September 30, 2004, approximately 88% of sales were
to one international distributor.  At September 30, 2004, approximately 75%
of the balance in Accounts Receivable was due from the same distributor.
That distributor is currently on notice for being in default as a result of
failure to make contractually required payments and approximately 50% of
the balance due has been properly recorded in the Allowance for Doubtful
Accounts.

Going Concern

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern.  As discussed in Note 1 to the
financial statements in the 10-KSB filed for the period ended December 31,
2003, the Company has incurred losses from operations, negative cash flows
from operating activities and has a working capital deficit.  These
matters, among other things, raise substantial doubt about the Company's
ability to continue as a going concern.  Management's plans related to
these matters are also discussed in that related Note 1.  These financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.

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
and former employee, has agreed to indemnify the Company against any
liabilities resulting from these actions.  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 assessed damages amounting to
$1,475,000.  On January 7, 2004 the SEC notified SurgiLight that Dr. Lin's
conviction would cover all of the shareholder losses except $106,354.  This
amount would need to be obtained from the other defendant's including
SurgiLight.  While SurgiLight is currently in discussions with the SEC on
the terms of a settlement and seeking relief from these damages, it has
recorded this amount as an accrued liability for the potential monies owed.

On May 31, 2003 the SEC presented the Company with an Asset Forfeiture
Notice requiring the transfer of all known assets of Dr. Lin, including all
stock certificates, to the United States Government.  Per the existing
Voting Trust Agreement, these shares will continue to be voted by the
outside directors of SurgiLight.

3.	Segment Information
The following presents the Company's segment information for the nine-month
periods ended September 30, 2004 and 2003:
<table>
<caption>

                                SurgiLight    Centers    SurgiLight    Centers
                                  9/30/04     9/30/04      9/30/03     9/30/03
                                ----------   ---------   ----------   ---------

                             <c>          <c>         <c>          <c>
Revenues                        $      -     $     -     $  796,355   $ 134,100
Cost of goods sold                     -           -        104,831      64,506
Salaries and benefits                  -           -        368,277      31,556
Advertising and selling                -           -         71,300       1,456
Administrative and other               -           -        377,992      46,314
Professional fees                      -           -        218,816          -
Research & development                 -           -        157,003          -
Depreciation & amortization            -           -        106,809          -
Net interest expense                   -           -         38,630       6,609
Other (Income) or Loss                 -           -             -       85,804
                                ----------   ---------   ----------   ---------
Net Income (Loss)               $      -     $     -     $ (647,303)  $(102,145)
                                ==========   =========   ==========   =========
</table>


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.  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 was as follows:  Cash - escrowed account, $264,477.  We
are not aware of any liabilities for which we are responsible.  In January
2004, we filed suit seeking recovery of the value of the assets transferred
plus additional statutory damages.  In February 2004, Miano revised his
claims and added certain officers and directors of SurgiLight to the
litigation.

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.  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 assessed
damages amounting to $1,475,000.  On January 7, 2004 the SEC notified
SurgiLight that Dr. Lin's conviction would cover all of the shareholder
losses except $106,354.  This amount would need to be obtained from the
other defendant's including SurgiLight.  While SurgiLight is currently in
discussions with the SEC on the terms of a settlement and seeking relief
from these damages, it has recorded this amount as an accrued liability for
the potential monies owed.

On May 31, the SEC presented the Company with an Asset Forfeiture Notice
requiring the transfer of all known assets of Dr. Lin, including all stock
certificates, to the United States Government.  Per the existing Voting
Trust Agreement, these shares will continue to be voted by the outside
directors of SurgiLight.

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 collateralized 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.

On July 2, 2003, Merrill Lynch secured a judgment as a result of the
default on the $500,000 line-of-credit.  Subsequent to that, the Company
has released its rights to Merrill Lynch of the $264,477 of escrowed cash
that has been subject of the ongoing dispute between the Company and AMLSI.
During September 2003, Merrill Lynch also received $20,750 from the final
proceeds of the Plantation asset sale.  On July 1, 2004 the U.S. FDA
returned $116,337 of previously deposited funds to the Company.  The funds
were sent directly to Merrill Lynch and were applied to the Company's
outstanding debt balance.
Currently, the liability due Merrill Lynch is approximately $114,000 plus
accrued interest.

RHI Management Resources - During January 2004, RHI Management Resources
obtained a judgment against the Company for unpaid services in the
approximate amount of $92,000.  At the date of this filing, the Company has
paid approximately $33,000 toward this obligation.

5.	Stockholders' Equity
Stock Options - At September 30, 2004, 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.
<table>
<caption>

                                        Nine Months Ended September 30
                                              2004         2003
                                           ----------   ----------

                                        <c>          <c>
Net loss, as reported                      $(698,622)   $(749,448)

Deduct: Total stock-based compensation
expense determined under fair
value based method for all awards,
net of related tax effects.                     (789)      (1,027)


Net income (loss), pro forma               $(699,411)   $(750,475)


Income (loss) per share:
   Basic and Diluted - as reported         $  (0.015)   $  (0.016)
   Basic and Diluted - pro forma           $  (0.015)   $  (0.016)
</table>


Stock Issuances - During the quarter, the Company issued the following
shares:
a.	616,500 shares were issued in payment of past legal services to
The Business Law Group;
b.	1,361,111 shares were issued in payment for present and future
legal services to Jeffrey Dawson according to the previously
authorized convertible debenture;
c.	7,000,000 shares were issued in payment for $378,000 of past
legal services to Knobbe Martens Olson & Bear according to the
previously authorized convertible debenture; and
d.	107,500 shares were issued to GEM as an interest payment on its
defaulted note.

6.	Related Party Transactions
Premier Laser Systems - As of September 30, 2004, the Company's short-term
debt balance to Premier Laser Systems, Inc. is $175,000 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
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 and accounts payable and accrued expenses - 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 related to a
proposed refinancing of the Company's debt.  During September 2004, CEO
Cozean loaned an additional $8,800 to the Company which was used to fund
operating expenses.  In addition, the accounts payable balance of $611,941
and accrued interest of $45,423 as of September 30, 2004 owed to Dr. Cozean
is also covered by this loan agreement.  The balance due Colette Cozean is
recorded in accounts payable and accrued expenses - related party.  During
April 2003, CFO Michelson loaned an additional $6,000 to the Company which
was used to fund operating expenses.  At September 30, 2004 the accounts
payable balance to CFO Michelson was $76,000 and accrued interest was
$2,483.  These balances are recorded in accounts payable and accrued
expenses - related party.  UCC forms were filed to secure these loans with
a lien on the Company's intangible assets.  Timothy Shea, President and
Chief Operating Officer is due approximately $157,500 which is recorded in
accounts payable and accrued expenses - related party at September 30,
2004.

Termination of Asia Vision Distribution Agreement - On May 27, 2003, the
Company terminated its international distribution agreement with Asia
Vision, whose territory included the significant portion of the Pacific Rim
countries.  The agreement was terminated for lack of performance.  It has
recently come to the attention of the Company, contrary to the assertions
of Dr. J.T. Lin that he or his family are beneficial owners of Asia Vision.

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.	Inventories
The components of inventories at September 30, 2004 and December 31, 2003
are summarized as follows:
<table>
<caption>

                                September 30  December 31,
                                     2004         2004
                                 ----------   ----------

                             <c>          <c>
Raw Materials                    $1,650,704    $1,650,704
Work in progress                    299,175       299,175
Finished goods                    2,554,485     2,834,485
   Total Inventory               $4,504,363    $4,784,364
</table>


Management has reclassified $4,144,363 of the Company's inventory to long-
term assets in the accompanying balance sheets to reflect inventory to be
consumed beyond the current operating cycle.


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

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

Operating Highlights:

Revenues - The revenues from equipment sales for the quarter ended
September 30, 2004 (2004 Quarter) decreased 100%   from $202,485 for the
quarter ended September 30, 2003 (2003 Quarter) and increased 92% to
$1,477,000 from $767,985 for the nine-month period ending September 30,
2004 (2004 Period) compared to the nine-month period ending September 30,
2003 (2003 Period).  The 2004 Period increase in revenue is due to
increased international sales of the OptiVision Laser.

Salaries & Benefits - Expenses decreased 8% to $101,221 for the 2004
Quarter as compared to $109,874 for the 2003 Quarter and decreased 15% to
$312,878 from $368,277 for the nine-month period ending September 30, 2004
(2004 Period) compared to the nine-month period ending September 30, 2003
(2003 Period).  The decreases were due to the reduction in the cost of
contractual temporary services and the closing of the Plantation Laser
Center.  The reduction was offset by an increase in commissions due for
international sales upon revenue collections.

Advertising and Selling - Expenses decreased 100% for the 2004 Quarter as
compared to $3,855 for the 2003 Quarter and decreased 92% to $5,444 from
$71,300 for the nine-month period ending September 30, 2004 (2004 Period)
compared to the nine-month period ending September 30, 2003 (2003 Period).
It is anticipated that these expenses will increase as the Company attends
tradeshows and revises its trade literature to reflect results from the
increased clinical activity as revenue collections begin to recover, thus
allowing more funding for these expenses.

Administrative and Other - Expenses increased 486% to $618,441 for the 2004
Quarter as compared to $105,579 for the 2003 Quarter and increased 128% to
$861,432 from $377,992 for the nine-month period ending September 30, 2004
(2004 Period) compared to the nine-month period ending September 30, 2003
(2003 Period).  The increases were primarily due to recording bad debt
expense of $425,000 on the current year sales to Korea.  These increases
were partially offset by decreases due to the lower level of activity in
accounts such as freight and supplies and the closing of the Plantation
Laser Center in May 2003.

Professional Fees - Expenses increased 113% to $177,867 for the 2004
Quarter as compared to $83,697 for the 2003 Quarter and increased 167% to
$584,280 from $218,816 for the nine-month period ending September 30, 2004
(2004 Period) compared to the nine-month period ending September 30, 2003
(2003 Period).  These increases are attributed to professional and legal
services associated with FDA regulatory matters, patent legal billings, and
international patent filing fees.

Research and development - Expenses remained at the same level of $47,001
for the 2004 Quarter as compared to the 2003 Quarter and decreased 10% to
$141,003 from $157,003 for the nine-month period ending September 30, 2004
(2004 Period) compared to the nine-month period ending September 30, 2003
(2003 Period).  The 2004 Period decrease is attributed to the lower
amortization costs associated with the clinical trials.  Allocation for
payroll and consultant expenses have remained unchanged over these periods.

Interest Expense - Interest expense increased 278% to $49,834 for the 2004
Quarter as compared to $13,173 for the 2003 Quarter and increased 262% to
$139,729 from $38,360 for the nine-month period ending September 30, 2004
(2004 Period) compared to the nine-month period ending September 30, 2003
(2003 Period).  The increase is due to the interest accruals for the GEM
note payable that is in default and for convertible debenture that matured
on December 31, 2002 that has not yet been redeemed.

Depreciation and Amortization - Expenses decreased 90% to $3,477 for the
2004 Quarter as compared to $35,461 for the 2003 Quarter and decreased 90%
to $10,431 from $106,809 for the nine-month period ending September 30,
2004 (2004 Period) compared to the nine-month period ending September 30,
2003 (2003 Period).  The decrease in depreciation resulted primarily from
the December 31, 2003 write-off of the Company's laboratory equipment.  In
addition, $315,000 of loans costs became fully amortized at December 31,
2003.

Total Operating Expenses - In summary, expenses increased 150% to $997,841
for the 2004 Quarter as compared to $398,640 for the 2003 Quarter and
increased 54% to $2,055,197 from $1,338,827 for the nine-month period
ending September 30, 2004 (2004 Period) compared to the nine-month period
ending September 30, 2003 (2003 Period).  The Company has controlled its
administrative, marketing, and payroll expenses as significant additional
expenses were required for regulatory matters.

Net Income (Loss) from Continuing Operations - The net loss from continuing
operations for the 2004 Quarter was $(881,576) or (0.017) cents per share
as compared to a net loss of $(224,347) or (0.004) cents per share for the
2003 Quarter.

Liquidity and Capital Resources

As of September 30, 2004, we had a bank balance of $4,728 and a working
capital deficit of $(2,088,200) as compared to a cash balance of $31,420
and a working capital deficit of $(2,192,304) at December 31, 2003.  We
remain constrained by a very tight cash position which can be primarily
attributed to the lower level of international sales than was expected,
especially during the normally slow summer months.

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

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


RISK FACTORS

Lack Of Liquidity

Our ability to meet our working capital needs will be dependent on the
ability to sign additional distribution and licensing arrangements, achieve
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 last year, we had experienced a slowing of sales resulting from
the foreign, particularly European, slowdown in business due to 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.  We have curtailed our business operations, regulatory
expansion and marketing.

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 September 30, 2004 the
total indebtedness was $4,769,264 (including accounts payable and accrued
expenses of $2,836,442, a convertible debenture of $36,898, and short-term
notes payable comprised of the remaining balance on the Premier acquisition
of $175,000, line-of-credit of $113,737, $54,800 in loans from
shareholders, customer deposits of $464,233 and the $1,088,154 remaining
from the GEM convertible debenture conversion).  The GEM note payable will
be satisfied with an equity issuance when the shareholders authorize
additional common stock.

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
the Company is gradually repaying the debt.  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.

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 our 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 will cause
significant dilution to our stockholders and may have an adverse impact on
the market price of our common stock.

The resale by GEM 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, Knobbe, Marten, Olsen
& Bear, L.L.P. is limited as to the amount of shares it may sell to not
more than fifteen percent (15%) of our common stock's previous days trading
volume.  GEM is limited as to the amount of shares it may sell on any
single day to not more than the greater of (i) ten percent (10%) of that
current trading day's trading volume, or (ii) seven and one half percent
(7.5%) of the average trading volume for the prior fifteen (15) trading
days.  If the Investors choose to purchase our common stock at a time when
the stock price is low, our existing common stockholders will experience
substantial dilution.  The issuance of shares to the Investors may
therefore dilute the equity interest of existing stockholders and could
have an adverse effect on the market price of the common stock.

The perceived risk of dilution may cause our stockholders to sell their
shares, which would contribute to a downward movement in the price of our
common stock.  Moreover, the perceived risk of dilution and the resulting
downward pressure on our stock price could encourage any investor to engage
in short sales of our common stock.  By increasing the number of shares
offered for sale, material amounts of short selling could further
contribute to progressive price declines in our common stock.

The issuance of further shares upon conversion of the indebtedness
represented by the Debentures will dilute our common stock and may lower
the price of our common stock.  Potential dilution could also originate
from stock options offered to members of the Board of Directors, employees,
other convertible debentures, or warrants issued to the existing Investors.

As of September 30, 2004, approximately 54,411,958 shares of common stock,
2,104,500 stock options, and 3,572,222 warrants were outstanding.
Furthermore, we may issue additional options for up to an additional 1.8
million shares of common stock pursuant to the 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.  The inability to sell shares in
a rapidly declining market may substantially increase the risk of loss
because of such illiquidity and because the price for our common stock may
suffer greater declines because of its price volatility.

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

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

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

There are a number of U.S. and foreign patents covering methods and the
apparatus for performing corneal surgery that we do not own or have the
right to use.  We do not believe that we are infringing any of these
patents although we have received letters from Presby Corp. and Photo Medix
informing us of potential infringement.  If we were found to infringe a
patent in a particular market, both our customers and we may be enjoined
from making, using and selling that product in the market and be liable for
damages for any past infringement of such rights.  In order to continue
using such rights, we would be required to obtain a license, which may
require us to make royalty, per procedure or other fee payments.  We cannot
be certain if we or our customers will be successful in securing licenses,
or that if we obtain licenses, such licenses will be on acceptable terms.
Alternatively, we might be required to redesign the infringing aspects of
these products.  Any redesign efforts that we undertake could be expensive
and might require regulatory review.  Furthermore, the redesign efforts
could delay the reintroduction of these products into certain markets, or
may be so significant as to be impractical.  If redesign effort were to
prove impractical, we could be prevented from manufacturing and selling the
infringing products, which would have a material adverse effect on our
business, financial 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 be 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, clinical trial and
quality assurance activities.  The Company has received Warning Letters
associated with its manufacturing facility and clinical trials.  Our
facilities are subject to inspections by the FDA and other regulatory
agencies, and if or when any material noncompliance with GMP or Good
Clinical Practice (GCP) guidelines is noted, the marketing of all laser
products, receipt of export certificates or the progress of clinical trials
may be adversely affected.

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 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.  At this time, the Company has
no product liability coverage as clinical trials in the United States are
waiting for an expansion allowance from the FDA.


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.  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 assessed damages of $1.475
million.  On January 7, 2004 the SEC notified SurgiLight that Dr. Lin's
conviction would cover all of the shareholder losses except $106,354.  This
amount would need to be obtained from the other defendant's including
SurgiLight.  While SurgiLight is currently in discussions with the SEC on
the terms of a settlement and seeking relief from these damages, it has
recorded this amount as an accrued liability for the potential monies owed.

On May 31, the SEC presented the Company with an Asset Forfeiture Notice
requiring the transfer of all known assets of Dr. Lin, including all stock
certificates, to the United States Government.  Per the existing Voting
Trust Agreement, these shares will continue to be voted by the outside
directors of SurgiLight.

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.

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 not paid any 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) contains statements that are forward-looking,
such as statements related to anticipated future revenues of the Company,
success of current product offerings, ongoing clinical trials, expectation
in litigation, and success of future debt or equity offerings.

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

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


ITEM 3. Controls and Procedures

The Company's President, Chief Executive Officer, and 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, they 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.  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 was as follows:  Cash - escrowed account, $264,477.  We
are not aware of any liabilities for which we are responsible.  In January
2004, we filed suit seeking recovery of the value of the assets transferred
plus additional statutory damages.  In February 2004, Miano revised his
claims and added certain officers and directors of SurgiLight to the
litigation.

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.  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 assessed
damages of $1.475 million.  On January 7, 2004 the SEC notified SurgiLight
that Dr. Lin's conviction would cover all of the shareholder losses except
$106,354.  This amount would need to be obtained from the other defendant's
including SurgiLight.  While SurgiLight is currently in discussions with
the SEC on the terms of a settlement and seeking relief from these damages,
it has recorded this amount as an accrued liability for the potential
monies owed.

On May 31, the SEC presented the Company with an Asset Forfeiture Notice
requiring the transfer of all known assets of Dr. Lin, including all stock
certificates, to the United States Government.  Per the existing Voting
Trust Agreement, these shares will continue to be voted by the outside
directors of SurgiLight.

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.

On July 2, 2003, Merrill Lynch secured a judgment as a result of the
default on the $500,000 line-of-credit.  Subsequent to that, the Company
has released its rights to Merrill Lynch of the $264,477 of escrowed cash
that has been subject of the ongoing dispute between the Company and AMLSI.
During September 2003, Merrill Lynch also received $20,750 from the final
proceeds of the Plantation asset sale.  On July 1, 2004 the U.S. FDA
returned $116,337 of previously deposited funds to the Company.  The funds
were sent directly to Merrill Lynch and were applied to the Company's
outstanding debt balance.
Currently, the liability due Merrill Lynch is approximately $114,000 plus
accrued interest.

RHI Management Resources - During January 2004, RHI Management Resources
obtained a judgment against the Company for unpaid services in the
approximate amount of $92,000.  At the date of this filing, the Company has
paid approximately $33,000 toward this obligation.

The Company and its counsel believe there are no other material litigation
cases against it.
Item 2. Changes in Securities
As of September 30, 2004, approximately 54,411,958 shares of common stock,
2,104,500 stock options, and 3,572,222 warrants were outstanding, and, as
far as we can determine, were held of record by approximately 1,700
persons, including significant amounts of stock held in street name.

GEM Conversion

On June 17, 2003, the Company issued to GEM 5,800,216 shares that when
combined with the transfer of the previously escrowed 4,002,132 shares that
secured the original debenture, GEM was issued possession of 9,802,348 of
the 21,500,000 shares resulting from the conversion.  The remaining shares
of 11,697,652 are to be issued upon authorization to increase the Company's
total authorized common stock to 100 million from 60 million shares.

Stock Issuances - During the quarter, the Company issued the following
shares:
e.	616,500 shares were issued in payment of past legal services to
The Business Law Group;
f.	1,361,111 shares were issued in payment for present and future
legal services to Jeffrey Dawson according to the previously
authorized convertible debenture;
g.	7,000,000 shares were issued in payment for past legal services
to Knobbe Martens Olson & Bear according to the previously
authorized convertible debenture; and
h.	107,500 shares were issued to GEM as an interest payment on its
defaulted note.
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.

On July 2, 2003, Merrill Lynch secured a judgment as a result of the
default on the $500,000 line-of-credit.  Subsequent to that, the Company
has released its rights to Merrill Lynch of the $264,477 of escrowed cash
that has been subject of the ongoing dispute between the Company and AMLSI.
During September 2003, Merrill Lynch also received $20,750 from the final
proceeds of the Plantation asset sale.  On July 1, 2004 the U.S. FDA
returned $116,337 of previously deposited funds to the Company.  The funds
were sent directly to Merrill Lynch and were applied to the Company's
outstanding debt balance.  Currently, the liability due Merrill Lynch is
approximately $114,000 plus accrued interest.
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

Departure of Directors - Effective September 20, 2004, Lee Chow, Ph.D.,
Sylvia Norton, M.D., L.H.D., and John Varley, have resigned as members of
the Registrant's Board of Directors.

Mr. Varley served on the Audit Committee and was also designated as the
"Audit Committee" financial expert as that term is defined in Item 401
(h)(2) of Regulation S-K.

Dr. Chow served on the Audit Committee.

The resignations were not the result of any disagreement with the
Registrant on any matter relating to the operations, policies or practices
of the Registrant or the Audit Committee.


(b)	Reports
None.



SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant, SurgiLight, Inc., caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: November 14, 2004
/s/ Timothy J. Shea
Timothy J. Shea, President


/s/ Colette Cozean
Colette Cozean, CEO, Chairwoman, Board of Directors


/s/ Stuart Michelson
Stuart Michelson, CFO, Member Board of Directors


/s/ Daniel Valente
Daniel Valente, Member Board of Directors


/s/ Robert Freiberg
Robert Freiberg, Member Board of Directors


/s/ Ronald Higgins
Ronald Higgins, Member Board of Directors


/s/ Edward Tobin
Edward Tobin, Member Board of Directors





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


In connection with the Form 10-QSB (the "Report") of SurgiLight, Inc.
(the "Company") for the period ending March 31, 2004, I, Colette
Cozean, CEO of the Company, certify that:

(1) The Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

(2) The information contained in the Report fairly
presents, in all material respects the financial condition
and results of operations of the Company.


/s/ Colette Cozean, Ph.D.
[Name]
CEO
 [Title]

Dated: November 14, 2004







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


In connection with the Form 10-QSB (the "Report") of SurgiLight, Inc.
(the "Company") for the period ending March 31, 2004, I, Stuart
Michelson, Ph.D., CFO of the Company, certify that:

(1) The Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

(2) The information contained in the Report fairly
presents, in all material respects the financial condition
and results of operations of the Company.


/s/ Stuart Michelson, Ph.D.
[Name]
CFO
[Title]

Dated: November 14, 2004




CERTIFICATION PURSUANT TO RULE 13a 14(a)/15D-14(a)
and SECTION 302 OF THE SARBANES-OXLEY ACT

I, Colette Cozean, certify that:

1. I have reviewed this quarterly report on Form 10-QSB for
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; and

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 officers 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 officers 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 officers 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, Ph.D.
CEO
Dated: November 14, 2004





CERTIFICATION PURSUANT TO RULE 13a 14(a)/15D-14(a)
and SECTION 302 OF THE SARBANES-OXLEY ACT

I, Stuart Michelson, certify that:

1. I have reviewed this quarterly report on Form 10-QSB for 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; and

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 officers 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 officers 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, Ph.D.
CFO
Dated: November 14, 2004






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