UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A


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

For the quarterly period ended March 31, 2005




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
May 9, 2005 was 55,911,958





SURGILIGHT CORPORATION AND SUBSIDIARIES

QUARTER ENDED MARCH 31, 2005

INDEX


PART I - FINANCIAL INFORMATION

ITEM 1 - Condensed Financial Statements

Condensed Balance Sheets as of March 31, 2005 (unaudited)
and December 31, 2004.

Condensed Statements of Operations for the three months ended
March 31, 2005 and 2004 (unaudited).

Condensed Statements of Cash Flows for the three months ended
March 31, 2005 and 2004 (unaudited).

Condensed Statement of Shareholder's Equity (unaudited).

Notes to Unaudited Financial Statements.

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

ITEM 3 - Controls and Procedures.

PART II - OTHER INFORMATION

ITEM 1 - Legal Proceedings

ITEM 2 - Changes in Securities

ITEM 3 - Defaults upon Senior Securities

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

ITEM 5 - Other Information

ITEM 6 - Exhibits and Reports on Form 8-K




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

                                                          <c>            <c>
                                   ASSETS
                                                               March 31,    December 31,
                                                                 2005          2004
                                                             -----------    ------------
                                                             (unaudited)
Current assets:
    Cash                                                     $1,421,927     $    2,815
    Accounts receivable trade, less allowances for
       doubtful accounts of $0                                  243,846        158,846
    Inventories                                                 360,000        360,000
    Prepaid data collection fees                                152,500        152,500
    Employee advances                                           146,724        139,224
    Prepaid expenses                                             67,544         67,544
                                                              ---------     ----------
       Total current assets                                   2,392,541        880,929

Property and equipment, net of accumulated depreciation
    Of $21,771 and $20,809                                       15,520         16,482

Other assets:
    Long-term inventories                                     4,124,008      4,124,008
    Intangible assets, net of accumulated amortization
       of $358,344 and $355,845                                 107,536        110,035
    Prepaid data collection fees                                217,000        217,000
                                                             ----------     ----------
       Total assets                                          $6,856,605     $5,348,454
                                                             ==========     ==========

                    LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable and accrued expenses - third parties    $1,456,183     $1,546,892
    Accounts payable - related parties                        1,025,301        978,768
    Customer deposits                                           120,000        120,000
    Short-term debt                                             437,875        519,875
    Convertible debentures                                       77,204         77,204
                                                             ----------     ----------
      Total liabilities, all current                          3,116,563      3,242,739

Long term debt, less current maturities                         174,676        174,676

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          5,441
    Additional paid in capital                               11,467,108     11,467,108
    Treasury stock, 46,135 shares (at cost)                    (202,095)      (202,095)
    Accumulated deficit                                      (8,793,248)   (10,427,575)
                                                             ----------     ----------
      Total stockholders' equity                              2,477,212        842,885
                                                             ----------     ----------

      Total liabilities and stockholders' equity             $6,856,605     $5,348,454
                                                             ==========     ==========
See accompanying notes.
</table>

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


                                                         <c>          <c>
                                                               Three Months Ended
                                                               March 31,   March 31,
                                                                 2005         2004
                                                               ---------   ---------
     Revenue:
        Sales of equipment                                  $       -    $  980,000
        Licensing fees                                       1,900,000           -
        Other                                                   11,616        4,228
                                                            -----------  ----------
        Total Revenue                                        1,911,616      984,228
     Cost of Sales                                               2,233      198,556
                                                            -----------  ----------
        Gross profit                                         1,909,383      785,672

     Operating expenses:
        Salaries and benefits                                   69,244      115,339
        Advertising and marketing                                   -         2,833
        Administrative and other                                46,309      135,575
        Professional fees                                       69,344      222,969
        Research and development                                47,001       47,001
        Interest expense                                        39,697       46,520
        Depreciation                                               962          978
        Amortization                                             2,499        2,499
                                                            -----------  ----------
        Total operating expenses                               275,056      573,714
                                                            -----------  ----------
     Income from operations                                  1,634,327      211,958
                                                            -----------   ---------
     Provision for income tax                                       -            -
                                                            -----------   ---------

        Net Income                                          $1,634,327   $  211,958
                                                            ===========  ==========

        Basic income per share:
         Net Income                                            $ 0.030      $ 0.004
                                                               =======      =======

        Diluted income per share:
         Net Income                                            $ 0.030      $ 0.004
                                                               =======      =======

Weighted average shares used in calculating
       net income per share - Basic                         54,411,958   45,126,847

Weighted average shares used in calculating
       net income per share - Fully Diluted                 54,411,958   45,126,847

See accompanying notes.
</table>


<table>
<caption>

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



                                                    <c>            <c>
                                                     Three Months Ended March 31st
                                                     -----------------------------
                                                           2005         2004
                                                         -------      -------

Cash flows from operating activities:
  Net income                                           $ 1,634,327    $  211,958
  Adjustments to reconcile net loss to net
    cash used in operating activities:
      Depreciation                                             962           978
      Amortization                                           2,499         2,499
 (Increase) decrease in assets and liabilities, net
    of business acquisitions and dispositions
      Receivables                                          (85,000)     (400,000)
      Inventories                                               -        180,000
      Prepaid data collection fees                              -        (25,000)
      Employee advances                                     (7,500)      (46,419)
      Prepaid expenses                                          -        (18,665)
      Accounts payable & accrued expenses - third parties (160,746)      240,918
      Accounts payable - related parties                   116,570       149,903
      Customer Deposits                                         -       (300,000)
                                                        -----------   -----------
      Net cash provided by (used in)
         operating activities                            1,501,112        (3,828)
                                                        -----------   -----------

Cash flows from financing activities:
  Repayment of debt                                       (115,000)           -
  Proceeds from shareholder loans                           33,000            -
                                                        -----------   -----------
      Net cash (used in)
        financing activities                               (82,000)           -
                                                        -----------   -----------
Net increase (decrease) in cash                          1,419,112        (3,828)

Cash beginning of period                                     2,815        31,420
                                                        -----------   -----------

Cash end of period                                      $1,421,927    $   27,592
                                                        ===========   ===========
Supplemental disclosure:
Cash paid during the period for interest                $       -     $       -
                                                        ===========   ===========

See accompanying notes.
</table>

<table>
<caption>

                                        SURGILIGHT, INC.
                    CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)
                            For the Three Months Ended March 31, 2005

                             <c>     <c>    <c>        <c>     <c>
                                                                   Additional
                               Preferred Stock     Common Stock      Paid-In
                                Shares  Amount   Shares   Amount     Capital
                              --------- ------ ---------  -------  ----------
Balances at Dec. 31, 2004        47,000    $6  54,411,958 $5,441  $11,467,108

Net income                           -      -          -     -             -
                                 ------    --  ---------- ------  -----------

Balances at March 31, 2005       47,000    $6  54,411,958 $5,441  $11,467,108
                                 ======    ==  ========== ======  ===========
</table>

<table>

                          <c>        <c>           <c>
                                                        Total
                              Treasury      Accum.   Stockholders
                                Stock      Deficit      Equity
                              --------    ----------  -----------
Balances at Dec. 31, 2004    $(202,095) $(10,427,575)  $  842,885

Net income                          -      1,634,327    1,634,327
                             ----------  ------------  ----------

Balances at March 31, 2005   $(202,095)  $(8,793,248)  $2,477,212
                             ==========  ============  ==========

See accompanying notes.
</table>



SURGILIGHT INC. AND SUBSIDIARIES

Notes to Condensed 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.

The accompanying unaudited condensed financial statements of SurgiLight,
Inc. have been prepared in accordance with generally accepted accounting
principles for interim financial information in response to the requirements
of Article 10 of Regulation S-X and the instructions of Form 10-QSB.
Accordingly, they do not contain all of the information and footnotes
required by accounting principles generally accepted in the United
States of America.  Management believes the accompanying unaudited
condensed financial statements reflect all adjustments (consisting only
of normal recurring adjustments) considered necessary for a fair presentation
of the Company's financial position and the results of its operations and its
cash flows for the interim periods presented.  These financial statements
should be read in conjunction with the audited financial statements as of
December 31, 2004 and 2003, including the notes thereto, and the other
information included in the Company's filing on Form 10-KSB, which was
filed with the Securities and Exchange Commission, SEC, on May 2, 2005.
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, 2005.

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.

Mr. Miano has filed litigation against us originally alleging a breach
of contract for our alleged failure to provide up to $1 million of working
capital (see note 3 - 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.  In addition, Mr.
Miano has claimed that J.T. Lin, the founder, fraudulently induced
him into signing the first contract.  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 previous 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.  This
cash was subsequently paid to Merrill Lynch as a partial payment against
our line-of-credit obligation.  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.

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 and former
CEO 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.

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.

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, 2004, 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.  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 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.

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.  For the year ended December 31, 2003, while SurgiLight
was in discussions with the SEC on the terms of a settlement and
seeking relief from these damages, it had recorded this amount as
potential monies owed.  During December 2004, SurgiLight entered into
a settlement agreement with the SEC forgiving that liability in full
and thus has removed the $106,354 obligation from its financial
statements at December 31, 2004.  On April 4, 2005, the SEC entered
final judgments in a civil action against J.T. Lin, Aaron Tsai
and SurgiLight.  The Final Judgment as to SurgiLight, Inc.
("SurgiLight"), to which SurgiLight consented without admitting or
denying the Commission's allegations, enjoins SurgiLight from violating
Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act")
and Rule 10b-5 thereunder, and Sections 5(a), 5(c) and 17(a) of the
Securities Act of 1933 ("Securities Act").

3.	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.

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.  In addition, Mr. Miano has claimed that J.T. Lin, the founder,
fraudulently induced him into signing the first contract.  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 previous
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.  This cash was subsequently paid to Merrill Lynch as
a partial payment against our line-of-credit obligation.  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 April 21, 2005, the Company received a personal injury complaint from
Raul Arevalo, claiming damages in excess of $50,000 for injuries caused
to his eyes in May 1997 by an excimer laser allegedly manufactured and
sold by J.T. Lin and Photon Data, a predecessor to SurgiLight.  The
Company and its counsel have not yet had time to evaluate this claim.

In June 2004, Global Emerging Markets filed a lawsuit and a request
for a preliminary injunction in New York against SurgiLight and certain
of its officers and directors, to require the Company, among other things,
to issue GEM additional shares under its convertible debenture, which the
Company is unable to accommodate until additional shares are authorized
by the shareholders.  The preliminary injunction request was dismissed.
GEM has recently filed a summary judgment motion to separate the note
from the agreement between the parties, so that they can demand payment
on the note.  The Company, and its counsel, believe that the note
may only be converted into shares per the agreement.

4.	Stockholders' Equity
Stock Options - At March 31, 2005, 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.
                                        Three Months Ended March 31
                                              2005         2004
                                           ----------   ----------
Net loss, as reported                     $1,634,327    $ 211,958

Deduct: Total stock-based compensation
expense determined under fair
value based method for all awards,
net of related tax effects.                     (525)      (  840)

Net income (loss), pro forma              $ 1,633,802   $ 211,118

Income (loss) per share:
   Basic and Diluted - as reported        $     0.030   $   0.004
   Basic and Diluted - pro forma          $     0.030   $   0.004


5.	Related Party Transactions
Premier Laser Systems - As of March 31, 2005, 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 $13,125 as a commission 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 - The
Company's balance as of March 31, 2005 to CEO Colette Cozean is
$759,734 (which includes accrued interest of $75,567) and is recorded
in accounts payable.  The Company's balance as of March 31, 2005 to
CFO Stuart Michelson is $94,083 (which includes accrued interest of
$3,083) and is also recorded in accounts payable.  The balances at
December 31, 2004 for the CEO and CFO were $725,234 and $86,283
respectively.  The Company's balance as of March 31, 2005 to
President/COO Timothy Shea is $171,484 (which includes accrued
expenses of $23,608 and accrued salary of $147,876).

During October 2002, CEO Colette Cozean and CFO Stuart Michelson
each loaned the Company $20,000 which was used to fund a portion of
the closing costs on the Company's current debt refinancing.  In April
2003, CFO Michelson loaned an additional $6,000 to the Company.  During
2004, Cozean and Michelson loaned additional funds to the Company in
the amounts of $9,200 and $5,000, respectively.  During the 1st quarter
of 2005, Cozean loaned additional funds to the Company in the amount
of $33,000.  Repayments were subsequently made to Cozean and Michelson in
the amounts of $10,000 and $5,000, respectively.  UCC forms were filed to
secure these loans with the Company's intangible assets as well as other
unpaid fees due these Directors.  Also during 2004, Louis P. Valente, a
director/shareholder lent the Company $10,000 to fund a portion of legal
services.

Royalties - For the years ended December 31, 2004 and 2003 and the quarter
ended March 31, 2005, royalties were accrued for the benefit of J.T. Lin,
a former employee and director of the Company, in the amounts of $16,966,
$13,319 and $0 respectively.  Dr. Lin receives a royalty of 2.5% of the
net revenues generated over the life of the patents.

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.

6.	Inventories
The components of inventories at March 31, 2005 and December 31, 2004 are
summarized as follows:

					March 31, 	December 31,
					  2005		    2005
					---------	------------
		Raw Materials		$1,650,740	$1,650,704
		Work in Progress	   299,175	   299,175
		Finished Goods		 2,534,129	 2,534,129
					----------	----------
		Total Inventory		$4,484,008	$4,484,008
					==========	==========

Management has reclassified $4,124,008 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 - Total revenues for the quarter ended March 31, 2005 (2005
Quarter) increased to $1,911,616 from $984,228 for the quarter ended
March 31, 2004 (2004 Quarter).  The 2005 Quarter increase was due
primarily to the Company granting a license to the Presbyopia and
related patents to Biolase, Inc. to allow Biolase to develop and
clinically test their own product prior to bringing it to market.
During the 2005 Quarter, Biolase has paid $1,800,000 of the $2,000,000
license fee.

Salaries & Benefits - Expenses decreased 40% to $69,244 for the 2005
Quarter as compared to $115,339 for the 2004 Quarter.  The decrease
was due to the reductions in contractual temporary services, full-time
technical staffing and employee insurance benefits.  Also, no sales
related commissions were generated during the 2005 Quarter.

Advertising and Selling - Expenses decreased 100% for the 2005 Quarter
as compared to $2,833 for the 2004 Quarter.  It is anticipated that
these expenses will increase as the Company attends tradeshows and
revises its trade literature to reflect results from the increased
clinical activity as revenue collections continue to recover, thus
allowing more funding for these expenses.

Administrative and Other - Expenses decreased 66% to $46,308 for the
2005 Quarter as compared to $135,575 for the 2004 Quarter.  The
decreases were primarily due to the reductions in insurance programs
and late charges assessed by vendors on late payments.  Also, the
lease obligation for the Plantation Laser Center ended at June 30,
2004.

Professional Fees - Expenses decreased 69% to $69,344 for the 2005
Quarter as compared to $222,969 for the 2004 Quarter.  These decreases
are attributed to professional and legal services associated with FDA
regulatory matters, patent legal billings, and international patent
filing fees that were nonrecurring between the 2005 and 2004 Quarters.

Research and development - Expenses remained at the same level of
$47,001 for the 2005 Quarter as compared to the 2004 Quarter.  The
allocation for payroll and consultant expenses have remained unchanged
over these periods.

Interest Expense - Interest expense decreased 15% to $39,697 for the
2005 Quarter as compared to $46,520 for the 2004 Quarter.  The decrease
is primarily due to the lower accrued interest expense for the Merrill
Lynch line-of-credit as significant principal payments were made during
2004.  Merrill Lynch completely settled with the Company in February 2005.

Depreciation and Amortization - Expenses decreased 1% to $3,461 for the
2005 Quarter as compared to $3,477 for the 2004 Quarter.  The Company
did not make any investments in long-lived assets during the 2004 year.

Total Operating Expenses - In summary, expenses decreased 52% to $275,055
for the 2005 Quarter as compared to $573,714 for the 2004 Quarter.  The
Company has controlled its administrative, marketing, and payroll expenses
as significant additional expenses were required for regulatory matters.

Net Income from Continuing Operations - The net income from continuing
operations for the 2005 Quarter was $1,634,327 or $0.030 cents per share
as compared to net income of $211,958 or $0.004 cents per share for the
2004 Quarter.

Liquidity and Capital Resources

As of March 31, 2005, we had a bank balance of $1,421,927 and a working
capital deficit of $(724,021) as compared to a cash balance of $2,815
and a working capital deficit of $(2,361,810) at December 31, 2004.
While possessing a significant cash reserves at March 31, 2005, we
remain constrained by a 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.
During February 2005, the Company generated $1,800,000 in funds from the
$2 million license agreement completed with Biolase.  The Company is
also negotiating with many of its vendors to settle those liabilities with
lower payments.

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

RISK FACTORS

Lack Of Liquidity

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

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

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

Substantial Indebtedness

We have a substantial amount of indebtedness.  As of March 31, 2005 the
total indebtedness was $4,379,392 (including accounts payable and accrued
expenses of $2,481,483, convertible debentures of $77,204, and notes payable
comprised of the remaining balance on the Premier acquisition of $175,000,
$88,200 in loans from shareholders, $349,351 in payments for legal services,
customers deposits of $120,000 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 Board of Directors and shareholders
authorize additional common stock.

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

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

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 March 31, 2005, approximately 54,411,958 shares of common stock,
2,927,116 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.
Through the twelve months ended December 31, 2004, our stock price
ranged from a high of $0.23 to a low of $0.02 per share.  The
inability to sell shares in a rapidly declining market may substantially
increase the risk of loss because of such illiquidity and because the
price for our common stock may suffer greater declines because of its
price volatility.

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

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

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

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

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

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

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

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

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

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

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

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

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.  Subsequently, 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.  During 2003, while SurgiLight was in discussions with the
SEC on the terms of a settlement and seeking relief from these damages,
it had recorded this amount as potential monies owed.  During December
2004, SurgiLight entered into a settlement agreement with the SEC
forgiving that liability in full and thus has removed the $106,354
obligation from its financial statements at December 31, 2004.

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.

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

NASDAQ Listing

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

Forward-Looking Statements

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

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.

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.  In addition, Mr. Miano has claimed that J.T. Lin, the founder,
fraudulently induced him into signing the first contract.  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 previous
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.  This cash was subsequently paid to Merrill Lynch
as a partial payment against our line-of-credit obligation.  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 April 21, 2005, the Company received a personal injury complaint
from Raul Arevalo, claiming damages in excess of $50,000 for injuries
caused to his eyes in May 1997 by an excimer laser allegedly
manufactured and sold by J.T. Lin and Photon Data, a predecessor to
SurgiLight.  The Company and its counsel have not yet had time to
evaluate this claim.

In June 2004, Global Emerging Markets filed a lawsuit and a request
for a preliminary injunction in New York against SurgiLight and certain
of its officers and directors, to require the Company, among other things,
to issue GEM additional shares under its convertible debenture, which
the Company is unable to accommodate until additional shares are authorized
by the shareholders.  The preliminary injunction request was dismissed.
GEM has recently filed a summary judgment motion to separate the note
from the agreement between the parties, so that they can demand payment
on the note.  The Company, and its counsel, believe that the note may
only be converted into shares per the agreement.


The Company and its counsel believe there are no other material litigation
cases against it.

Item 2. Changes in Securities

As of March 31, 2005, approximately 54,411,958 shares of common stock,
2,927,116 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.

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. During February 2005, when
the remaining liability due Merrill Lynch was approximately $142,000,
the debt was fully settled for a one-time cash payment of $100,000.

Item 4. Submission of Matters to a Vote of Security Holders
None.

Item 5. Other Information
None.

Item 6. Exhibits and Reports on Form 8-K.
(a)	Exhibits
None.

(b)	Reports
None.



SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant,
SurgiLight, Inc., caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: May 14, 2005
/s/ Timothy J. Shea
Timothy J. Shea, President, Chief Operating Officer, Secretary


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


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


/s/ Daniel Valente
Daniel Valente, Vice Chairman, Board of Directors


/s/ Robert Freiberg
Robert Freiberg, Ph.D., 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, 2005, 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: 	May 14, 2005



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, 2005, 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: 	May 14, 2005




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: 	May 14, 2005




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: 	May 14, 2005