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, 2007

                    Commission file number  0-24897


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

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

            2100 Alafaya Trail, Suite 600, 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
  November 14, 2007 was 96,265,099.



                         SURGILIGHT CORPORATION

                   QUARTER ENDED SEPTEMBER 30, 2007


                                INDEX

PART I FINANCIAL INFORMATION

ITEM 1 - Condensed Financial Statements

Condensed Balance Sheets as of September 30, 2007 (unaudited)
and December 31, 2006.

Condensed Statements of Operations for the three and nine months
ended September 30, 2007 and 2006 (unaudited).

Condensed Statements of Cash Flows for the three and nine months
ended September 30, 2007 and 2006 (unaudited).

Condensed Statement of Shareholder's Equity for the three months
ended September 30, 2007 (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

                          SURGILIGHT, INC.
                           BALANCE SHEETS


                  ASSETS
                                      Sept. 30,    December 31,
                                         2007          2006
                                     (Unaudited)
                                     -----------    ----------
Current assets:
   Cash                             $    25,259     $    14,545
   Accounts receivable                   13,500           2,008
   Inventories                          240,000         360,000
   Prepaid data collection fees         119,000         119,000
   Other current assets                 215,133         185,375
                                     -----------     -----------
         Total current assets           612,892         680,928

Property and equipment, net of
 accumulated depreciation
 of $34,764 and $30,929                  23,494          25,736

Other assets:
   Inventories                        4,167,893       4,073,299
   Intangible assets, net of
    accumulated amortization
      of $383,334 and $375,837           82,546          90,043
   Prepaid data collection fees          16,000          16,000
                                     -----------     -----------

      Total assets                   $ 4,902,825     $ 4,886,006
                                     ===========     ===========

     LIABILITIES & DEFICIT IN STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable and
    accrued expenses                 $ 1,860,045     $ 2,088,692
   Accounts payable and accrued
    expenses related party               673,158       1,349,957
   Customer deposits                     120,000         120,000
   Short-term debt                       473,052       1,815,990
   Short-term debt related party         162,000              -
                                     -----------     -----------
    Total current liabilities          3,288,255       5,374,639

Long-term debt less current
 installments to related party           908,906              -
                                     -----------     -----------

   Total liabilities                   4,197,161       5,374,639

Commitments and Contingencies                 -               -

Deficit in Stockholders' equity:
   Preferred stock, $0.0001 par
    value; 10,000,000 shares
    authorized; 9,547,000 issued
    and outstanding                         956               6
   Common stock, $0.0001 par value;
    300,000,000 and 60,000,000 shares
    authorized; 96,584,549 and
      55,721,808 issued; 96,348,264
      and 55,485,523 outstanding          6,024           5,591
   Additional paid in capital        13,158,667      11,211,325
   Treasury stock, 236,285 shares
     (at cost)                         (206,095)       (206,095)
   Accumulated deficit              (12,253,888)    (11,499,460)
                                    -----------     -----------
     Total stockholders' (deficit)      705,664        (488,633)
                                    -----------     -----------
     Total liabilities and stockholders'
       (deficit)                     $ 4,902,825     $ 4,886,006
                                     ===========     ===========

See accompanying notes.


                     SURGILIGHT, INC.
     CONDENSED STATEMENTS OF OPERATIONS (Unaudited)



                            Three Months Ended        Nine Months Ended
                            Sept. 30,  Sept. 30,    Sept. 30,    Sept. 30,
                               2007       2006         2007         2006
                            --------   --------      -------      -------
Revenue:
  Sales of equipment       $        -   $   25,000   $   209,000   $   25,000
                          ------------ -----------   -----------  -----------
   Total Revenue                    -       25,000       209,000       25,000
  Cost of Sales                     -       16,172        37,946       21,547
                          ------------ -----------  ------------  -----------
   Gross profit                     -        8,828       171,054        3,453

Operating expenses:
   Salaries and benefits        88,378      84,750       254,781      273,756
   Advertising and
    marketing                       -           -            524           48
   Administrative and
    other                      105,457      42,906       247,522      183,123
   Professional fees            68,023      83,335       308,237      315,182
   Research and
    development                 17,001      47,001        51,003      146,803
   Depreciation & amort.         3,777       3,777        11,331       11,670
                           ------------ -----------  ------------  -----------
    Total operating
     expenses                  282,636     261,769       873,398      930,582
                           ------------ -----------  ------------  -----------
  Income (loss) from
   operations                 (282,636)   (252,941)     (702,344)    (927,129)

Other income and
   (expenses):
  Royalty income                    -           -          1,378        2,783
  Litigation settlement             -           -             -       125,000
  Vendor settlements                -           -         59,128           -
  Other income                      -          759        25,000          759
  Interest expense             (78,101)    (39,077)     (137,590)    (117,230)
                           ------------ -----------  ------------  -----------
   Total other income,
     net                       (78,101)    (38,318)   (   52,084)      11,312
                           ------------ -----------  ------------  -----------
      Net Income (loss)    $(  360,737) $ (291,259)  $(  754,428)  $  (915,817)
                           ============ ===========  ============  ===========

Basic income (loss)
  per share:
 Income (loss) from
   operations                   $(0.01)     $(0.01)       $(0.01)      $(0.02)
                               --------    --------       -------      -------
        Net Income (loss)       $(0.01)     $(0.01)       $(0.01)      $(0.02)
                               ========    ========       =======      =======

Fully diluted income
   (loss) per share:
 Income (loss) from
    operations                  $(0.01)     $(0.01)       $(0.01)      $(0.02)
                               --------    --------       -------      -------
        Net Income (loss)       $(0.01)     $(0.01)       $(0.01)      $(0.02)
                               ========    ========       =======      =======

Weighted average shares
 used in calculating net
 income (loss) per share
  Basic                       63,976,581  55,721,808    59,063,024  55,721,808

Weighted average shares
 used in calculating net
 income (loss) per share
  Fully Diluted               76,837,499  55,721,808   63,397,106   55,721,808


See accompanying notes.



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


                                Three Months Ended       Nine Months Ended
                               Sept. 30,  Sept. 30,     Sept. 30,  Sept. 30,
                                  2007      2006          2007      2006
                                --------  --------     --------  --------

Cash flows from operating
 activities:
  Net income (loss)          $(  360,737) $ (291,259) $(  754,428)$ (915,817)
  Adjustments to reconcile
  net (loss) income to net
  cash (used) generated in
  operating activities:
      Depreciation                  1,278       1,278        3,834      4,173
      Amortization                  2,499       2,499        7,497      7,497
      Stock issued for
       services                        -           -            -          -
      Provision for bad debt           -           -            -          -
(Increase) decrease in assets
  and liabilities
      Receivables                  31,500      (5,997)     (11,492)   170,983
      Inventories                  (9,950)     15,355       25,406     15,355
      Prepaid data collection
       fees                            -           -            -          -
      Employee advances                -       (8,750)     (37,353)   (16,798)
      Prepaid expenses             10,410       3,425        7,595     22,095
      Accounts payable &
       accrued expenses for
       third parties             (268,296)    166,870     (228,647)   409,278
      Accounts payable
       for related parties       (102,610)     91,984     (676,798)   184,226
                                ----------  ----------  ----------- ---------
      Net cash generated by
       (used in) operating
       activities                (695,906)    (24,595)  (1,664,386)  (119,008)
                                ---------- -----------  ----------- ---------

Cash flows from investing
 activities:
  Purchases of equipment           (1,327)    ( 2,894)      (1,592)   ( 2,894)
                                ---------- -----------  ----------- ---------
    Net cash used in
      investing activities         (1,327)    ( 2,894)      (1,592)   ( 2,894)
                                ---------- -----------  ----------- ---------

Cash flows from financing
 activities:
  Repayment of debt related
   party                           311,086          -       214,866  ( 35,000)
  Repayment of debt third
   party                                -           -      (109,080)        -
  Proceeds from shareholder
   loans                           383,803      19,000    1,070,906     26,000
  Proceeds from loans other             -           -            -      10,000
  Share based compensation              -           -            -      31,150
  Proceeds from preferred
   stock issuance to related
   party                                -           -        500,000         -
                                ----------  -----------   ----------- --------
  Net cash provided by (used
    in) financing activities       694,889      19,000     1,676,692    32,150
                                ----------  -----------   ----------- --------
Net increase (decrease)
   in cash                          (2,344)   (  8,489)       10,714   (89,752)
Cash beginning of period            27,603       8,288        14,545    89,551
                                 ---------- -----------   ----------- ---------
Cash end of period             $    25,259  $     (201)  $    25,259  $   (201)
                               ============ ===========  ===========  =========

Supplemental disclosure:
Long term debt satisfied
  with stock                   $ 1,088,154          -    $ 1,088,154        -


See accompanying notes.


                               SURGILIGHT, INC.
         CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)
                For the Three Months Ended September 30, 2007


                                                              Additional
                          Preferred Stock     Common Stock      Paid-In
                           Shares  Amount   Shares   Amount     Capital
                         --------- ------ ---------  -------  ----------
Balances at
   June 30, 2007        9,547,000  $956   59,680,550 $5,987  $11,759,464

Common stock issued
  for interest to
  related party                -     -    24,886,897     25      311,061

Common stock issued
  for note payable
  Repayment to
  Related party                -     -    11,697,652     12    1,088,142

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

Balances at
   Sept. 30, 2007       9,547,000  $956   96,265,099 $6,024  $13,158,667
                        =========  ====  =========== ======  ===========



                              SURGILIGHT, INC.
         CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)
                For the Three Months Ended September 30, 2007


                                                     Total
                          Treasury      Accum.    Stockholders
                           Stock       Deficit       Equity
                         ---------  ------------  ------------
Balances at
   June 30, 2007,        $(206,095) $(11,893,151)$   (332,839)

Common stock issued
  for interest to
  related party                 -             -       311,086

Common stock issued
  for note payable
  Repayment to
  Related party                 -             -     1,088,154

Net loss                        -     (  360,737)  (  360,737)
                         ----------  ------------  -----------

Balances at
   Sept. 30, 2007        $(206,095) $(12,253,888) $   705,664
                         ========== ============= ============

See accompanying notes.


                       SURGILIGHT INC.
          NOTES TO CONDENSED FINANCIAL STATEMENTS
          September 30, 2007 and 2006 (unaudited)


NOTE 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, 2006 and 2005,
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 June 7, 2007.  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, 2007.

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
year ended December 31, 2006, 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.

NOTE 2.  RECENT ACCOUNTING PRONOUNCEMENTS

In July 2006, the FASB issued Interpretation No. 48, "Accounting
for Uncertainty in Income Taxes" ("FIN 48"), an interpretation
of FASB Statement No. 109.  FIN 48 establishes the threshold for
recognizing the benefits of tax-return positions in the financial
statements as more-likely-than-not to be sustained by the taxing
authorities, and prescribes a measurement methodology for those
positions meeting the recognition threshold.  The Company has
not yet determined the estimated impact on its financial
condition or results of operations, if any, of adopting FIN 48
which becomes effective for the fiscal year beginning after
December 15, 2006.

In September 2006, the FASB issued SFAS No. 157, "Fair Value
Measurements."  SFAS 157 defines fair value, establishes a
framework for measuring fair value in generally accepted
accounting principles (GAAP), and expands disclosures about
fair measurements.  This Statement applies under other
accounting pronouncements that require or permit fair value
measurements, the FASB having previously concluded in those
accounting pronouncements that fair value is the relevant
measurement attribute.  Accordingly, this Statement does not
require any new fair value measurements.  However, for some
entities, the application of this Statement will change
current practice.  The Company has not yet determined the
estimated impact on its financial condition or results of
operations, if any, of adopting SFAS No. 157, which becomes
effective for the fiscal years beginning after November 15,
2007.

In February 2007, the FASB issued SFAS No. 159, "The Fair
Value Option for Financial Assets and Financial
Liabilities - Including an amendment of FASB Statement
No. 115."  SFAS 159 permits entities to choose to measure
many financial instruments and certain other items at fair
value.  The objective is to improve financial reporting by
providing entities with the opportunity to mitigate
volatility in reported earnings caused by measuring related
assets and liabilities differently without having to apply
complex hedge accounting provisions.  This Statement is
expected to expand the use of fair value measurement, which
is consistent with the Board's long-term measurement
objectives for accounting for financial instruments.  The
Company does not expect the adoption of SFAS No. 159 to
significantly affect its financial condition or results
of operations, which becomes effective for the fiscal years
beginning after November 15, 2007.

NOTE 3.  LEGAL PROCEEDINGS

Robert Maddox - On May 19, 2006, the Company received a
breach of warranty of merchantability complaint from Robert
Maddox, claiming damages in excess of $160,000 from his
purchase of a laser system from a former international
distributor of the Company.  The Company, based on advice
of its counsel, is vigorously defending itself against
this claim.

GEM Convertible Debenture - During January 2003, GEM
Global Yield Fund, Ltd. ("GEM Fund") notified the Company
of its intent to convert the remaining balance on its
convertible debenture (purchased in 2000) to stock
effective January 2003.  In April 2003 GEM Fund and
the Company agreed for GEM Fund to convert the remaining
$2 million debenture to common stock at a price of $0.093.
GEM Fund initially converted shares equal to nineteen and
nine-tenths percent (19.9%) of the total issued and
outstanding shares of the Company's common stock on
April 11, 2003 and was also granted possession of the
shares that were originally escrowed as part of the 2000
debenture agreement.

In June 2004, GEM Fund 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 Fund additional
shares under its convertible debenture, which the Company
was unable to accommodate until additional shares were
authorized by the shareholders.  On April 20, 2007 the
Company and GEM Fund agreed to settle the dispute.  As
part of that settlement, the Company remained obligated
to issue the remaining shares to satisfy the $1,088,154
liability once additional common shares were authorized
by an amendment to the Company's Articles of
Incorporation.  Such amendment became effective as of
September 21, 2007.  All shares due to GEM Fund have
been issued by the Company.

J.T. Lin - The Company filed litigation in September
2005 in Orange County, FL seeking an order from the
court to confirm that certain patents naming J.T. Lin
as inventor are owned by SurgiLight per the Proprietary
Information and Inventions Agreement signed by J.T. Lin
during his employment with SurgiLight and requiring J.T.
Lin to sign the paperwork required for the Company to
prosecute said patents.  In addition, the Company seeks
payment of a debt owed by TAO Medical to SurgiLight in
excess of $150,000.

During January 2006 the Company received a temporary
injunction that prohibits Mr. Lin from contesting the
ownership of 33 patents or patent applications
worldwide.  In December 2005, the European patent
office, in recording the Company's assignment of a
certain patent, rejected Dr. Lin's claims with regard
to that patent.  This was the only assignment he had
attempted to contest.

Other Litigation: From time to time, the Company is
party to other litigation.  The Company and its counsel
believe this litigation is not material.

NOTE 4.  STOCKHOLDERS' (DEFICIT)

In December 2004, the FASB issued SFAS No. 123R,
"Share-Based Payment."  SFAS No. 123R revises SFAS
123 and supersedes APB No. 25, "Accounting for Stock
Issued to Employees."  In March 2005, the SEC issued
Staff Accounting Bulletin ("SAB") No. 107.  SAB 107
provides guidance related to the valuation of
share-based payment arrangements for public companies,
including guidance related to share-based payment
transactions with non-employees, expected volatility,
expected term and the accounting for income tax
effects of share based payment arrangements upon
adoption of SFAS No. 123R.  In April 2005, the SEC
announced SFAS No. 123R would be effective no later
than the first fiscal year beginning after June 15,
2005.  The Company has adopted SFAS No. 123R effective
January 1, 2006.

Under SFAS No. 123R, there was no compensation cost
related to employee stock options recognized in the
operating results for the three and nine months periods
ended September 30, 2007.

NOTE 5.  RELATED PARTY TRANSACTIONS

Officers and Shareholders: The Company's balance as
of September 30, 2007 to former CEO Colette Cozean
for services and expenses is $346,673 and is recorded
in accounts payable.  The Company's balance as of
September 30, 2007 to former CFO Stuart Michelson for
services is $59,551 and is also recorded in accounts
payable.  No activity accrued for the benefit of former
CEO Cozean and former CFO Michelson during the nine-month
period ended September 30, 2007.

The Company's balance as of September 30, 2007 to
President/COO Timothy Shea is $266,933 (which includes
accrued expenses of $23,432 and accrued salary of
$243,501).

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,
Michelson loaned the Company an additional $6,000.
During 2004, Cozean and Michelson loaned additional
funds to the Company in the amounts of $9,200 and
$5,000, respectively.  Also during 2004, Louis P.
Valente, a director/shareholder lent the Company
$10,000 to fund a portion of legal services.  During
2005, Cozean lent an additional $33,000 to the
Company.  Payments of $10,000 and $5,000 were repaid
to Cozean and Michelson, respectively, in 2005.

During 2006, Cozean and Michelson loaned additional
funds to the Company in the amounts of $30,505 and
$2,000, respectively.  Also during 2006, Louis P.
Valente, a director/shareholder lent the Company
$22,009 to fund a portion of working capital.
Also during 2006, Richard Ajayi, a
director/shareholder lent the Company $9,000 to
fund a portion of working capital.

UCC financing statements were filed to secure
these loans with the Company's intangible assets
as well as other unpaid fees due Cozean and
Michelson.

On April 20, 2007, payments were made to Cozean and
Michelson in the amounts of $526,151 and $89,342,
respectively, which represented one-half of the
obligations for services, expenses and loans at
December 31, 2006.  Beginning June 1, 2007, twelve
(12) equal installments will be made to Cozean and
Michelson to satisfy the remaining liabilities of
$526,151 and $89,342.

At September 30, 2007, the Company also has accrued
fees for past services of $82,620 due to members of
the Board of Directors (with the exception of Cozean
and Michelson).

Royalties: For the years ended December 31, 2005 and
2004, royalties were accrued for the benefit of J.T. Lin,
a former employee and director of the Company, in the amounts
of $3,091 and $16,966, respectively.  Dr. Lin receives a
royalty of 2.5% of the net revenues generated over the life of
the patents.  A royalty of $2,591 was recorded for the benefit
of J.T. Lin during the nine-month period ended
September 30, 2007.

Except as described herein, there are currently no proposed
transactions between the Company, its officers, directors,
shareholders, and affiliates. Conflicts of interest could arise
in the negotiation of the terms of any transaction between the
Company and its shareholders, officers, directors, or
affiliates.  We have no plans or arrangements, including the
hiring of an independent third party, for the resolution of
disputes with such persons, if they arise.  No assurance can be
given that conflicts of interest will not cause us to lose
potential opportunities, profits, or management attention.  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.

NOTE 6.  INVENTORIES

The components of inventories at September 30, 2007 and
December 31, 2006 are summarized as follows:

                    September       December
                     30, 2007       31, 2006
                   ----------      ---------
Raw Materials     $ 1,660,654    $ 1,650,704
Work in progress      299,175        299,175
Finished goods      2,448,064      2,483,420
                  -----------    -----------
 Total Inventory  $ 4,407,893    $ 4,433,299
                  ===========    ===========


At September 30, 2007 and December 31, 2006, management has
reclassified $4,167,893 and $4,073,299, respectively, of the
Company's inventory to long-term assets in the accompanying
balance sheets to reflect inventory expected to be consumed
beyond the current operating cycle.

NOTE 7.  INCOME TAX PROVISION

The Company has net operating loss carryforwards from prior
year operations.  Income taxes are provided for the tax effects
of transactions reported in the financial statements for the
three and nine month periods ending September 30, 2007 and 2006.
The current period tax expense, calculated using the current
IRS tax rates, has been totally offset by the tax benefit of
the operating loss carryforwards.

NOTE 8.  GEM SURGILIGHT INVESTORS, LLC

Sale of Preferred Stock: On April 20, 2007 the Company entered
into a Series B Convertible Preferred Stock Purchase Agreement
(the "Purchase Agreement") with GEM SurgiLight Investors LLC
("GEM Investors").  GEM Investors purchased 9,500,000 shares of
the Company's Series B Convertible Preferred Stock for a price
per share of $.05263 and an aggregate purchase price of $500,000.

Pursuant to the Purchase Agreement, (i) the Board of Directors
(the "Board") of the Company has been reduced to four (4)
members in total, two (2) of whom were appointed by GEM
Investors, (ii) all of the prior directors of the Company have
resigned with the exception of Louis P. Valente and Craig
Collins, and (iii) Colette Cozean ("Cozean") and Stuart
Michelson ("Michelson") resigned from their positions as
CEO/Chairwoman and Chief Financial Officer, respectively.  GEM
Investors has appointed Messrs. Edward Tobin ("Tobin") and
Nathan B. Pliam as its designees to the Board.  Tobin is a
member of GEM SurgiLight Management, LLC, the Managing Member
of GEM Investors.

Secured Line of Credit Loan Agreement: On April 20, 2007 the
Company and GEM Investors entered into a Secured Line of Credit
Loan Agreement (the "Loan Agreement") whereby the Company will
have the right to borrow up to $2,500,000 from GEM Investors
(the "Loan").  All loans made by GEM Investors to the Company
shall accrue interest on the principal amount at a rate of
twelve percent (12%) per annum.  In the event of a default
under the Loan Agreement, the interest rate shall increase to
seventeen percent (17%).   The Loan is also evidenced by a
Promissory Note dated April 20, 2007 in the aggregate principal
amount of $2,500,000 (the "Note").  No payment of principal or
interest was due until October 20, 2007, with payments
thereafter as determined by the Board of Directors of the
Company and GEM Investors, provided that the final payment of
all obligations of the Company to GEM Investors shall be due
no later than April 20, 2012.

At September 30, 2007 the Company has incurred total
indebtedness under the secured line of credit of $1,070,906.
GEM Investors' obligation to loan additional funds to the
Company is conditioned on several factors, including, but not
limited to (i) the approval of GEM Investors, (ii) the Company
not being in default under the Loan Agreement or any other
agreement between the Company and GEM Investors and (iii) no
material adverse changes in the financial condition of the
Company.

The Loan is secured by (i) a blanket lien on all of the assets
of the Company as evidenced by a General Security Agreement,
(ii) all of the existing and pending trademarks, patents and
copyrights owned by the Company pursuant to a Trademark,
Patent and Copyright Security Agreement and (iii) a Deposit
Accounts Assignment Agreement pertaining to the Company's
bank accounts.

Purchase of Common Stock: During May 2007, GEM Investors
purchased 3,052,000 shares of common stock from the United
States Marshall's Office at a purchase price of $.01 per share.

Issuance of Common Shares - On May 25, 2007 the Company issued
3,958,742 shares of common stock as a partial payment to
GEM Fund on the interest that has accrued on the defaulted
$1,088,154 note payable balance.  Upon completion of this
issuance, the Company had issued all 60,000,000 authorized
shares of its Common Stock.

On April 19, 2007, the Board of Directors approved an
amendment to the Articles of Incorporation of the Company
("the Amendment").  The holders of an aggregate of
36,753,933 shares of capital stock entitled to vote,
representing approximately 52.9% of the 69,500,000 shares of
the total issued and outstanding shares of voting stock of
the Company approved the actions on July 17, 2007 by written
consent in lieu of a meeting.  The Amendment provides that
(a) the maximum number of shares of stock that the Company
shall be authorized to have outstanding at any time shall be
increased to three hundred million (300,000,000) shares of
common stock at par value of $0.0001 with no preemptive rights
and (b) the voting rights of the blank check preferred stock
will be changed to remove a voting restriction on the
Company's preferred stock.

The Company distributed an information statement under the
Securities Exchange Act and the effective date of the
Amendment was September 21, 2007.  On that date the Company
issued the following shares:

  Shareholder   Common Shares   Description
  -----------   -------------   -----------
  GEM Fund        24,886,897    Note Payable Interest
  GEM Fund        11,697,652    Note Payable Principal Balance
                  ----------
  Total Shares
   Issued         36,584,549

NOTE 9:  SUBSEQUENT EVENTS

On October 1, 2007, the Company defaulted on the monthly
installment due to former CEO Cozean and former CFO Michelson
by not making the required payments due under the Cozean
Consulting Agreement and the Michelson Repayment Agreement,
respectively.  To the extent that the obligations are secured,
the security interest of Cozean and Michelson are pari passu
with the security interest of GEM SurgiLight Investors LLC.


                      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: There were no equipment sales for the quarter ended
September 30, 2007 ("2007 Quarter") which was a decrease of
$25,000 from the quarter ended September 30, 2006 ("2006
Quarter").  Equipment sales for the nine-month period ended
September 30, 2007 ("2007 Period") increased to $209,000 from
$25,000 during the nine-month period ended September 30, 2006
("2006 Period").  The 2007 Period revenue increase was due to
the Company continuing to develop its international sales and
marketing activities.

Salaries & Benefits: For the 2007 Quarter, salaries and
benefits increased 4% to $88,378 from $84,750 for the 2006
Quarter.  For the 2007 Period, salaries and benefits decreased
7% to $254,781 from $273,756 for the 2006 Period.  The 2007
Period decrease was due to cutbacks in both the contract and
sales positions.

Advertising and Selling - The Company has recorded minimal
expenses for advertising throughout the 2007 and 2006 operating
years.  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 146% to $105,457
for the 2007 Quarter as compared to $42,906 for the 2006
Quarter.  These expenses also increased 35% to $247,522 for the
2007 Period as compared to $183,123 for the 2006 Period.  These
increases were primarily due to travel, patent costs and
regulatory expenses as the Company continues to expand its
clinical trails process and protect its patent portfolio.
Small increases to other accounts such as insurance have been
offset by decreases in utilities and administrative charges.

Professional Fees - Expenses decreased 18% to $68,023 for the
2007 Quarter as compared to $83,335 for the 2006 Quarter and
decreased 2% to $308,237 for the 2007 Period as compared to
$315,182 for the 2006 Period.  The decreases were primarily due
to the savings generated from the resignation of the former
CEO and CFO in April, 2007 as well as lower legal fees for
patent and regulatory maters.  No CEO or CFO fees were recorded
for these positions during 2007 resulting in a savings of
$48,000 for the 2007 Quarter and $144,000 for the 2007 Period.

Research and development - Expenses decreased 64% to $17,001
for the 2007 Quarter as compared to $47,001 for the 2006
Quarter and decreased 65% to $51,003 for the 2007 Period as
compared to $146,803 for the 2006 Period.  Allocations for
payroll expenses have remained unchanged over these periods.
However, the resignation of the former CEO has resulted in a
decreased quarterly allocation of $30,000 from professional
fees to research and development activities.

Depreciation and Amortization - Expenses decreased 3% to
$11,331 for the 2007 Period as compared to $11,670 for the
2006 Period as older equipment has now become fully
depreciated.

Total Operating Expenses - In summary, operating expenses
increased 8% to $282,636 for the 2007 Quarter as compared to
$261,769 for the 2006 Quarter.  However, operating expenses
decreased 6% to $873,398 for the 2007 Period as compared to
$930,582 for the 2006 Period.  The Company has controlled its
administrative, marketing, and payroll expenses while
continuing to fund legal expenses for operational, regulatory
and patent matters.

Income (Loss) from Operations: The loss from operations for
the 2007 Quarter was $(282,636) or $(0.00) cents per share as
compared to a net loss from operations of $(252,941) or $(0.01)
cents per share for the 2006 Quarter.

Liquidity and Capital Resources

As of September 30, 2007, the Company had a cash balance of
$25,259 and a working capital deficit of $(2,675,363) as
compared to a cash balance of $14,545 and a working capital
deficit of $(4,693,711) at December 31, 2006.

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.  In addition,
without the required regulatory approvals, the value of the
Company's inventory could become impaired.

The Company has significant 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.

On April 20, 2007 the Company entered into a Series B
Convertible Preferred Stock Purchase Agreement (the "Purchase
Agreement") with GEM SurgiLight Investors LLC ("GEM
Investors"), pursuant to which GEM purchased 9,500,000 shares
of the Company's Series B Convertible Preferred Stock for a
price per share of $.05263 and an aggregate purchase price of
$500,000.  The Company is in the process of issuing the
118,320,438 common shares necessary to convert the 9,500,000
preferred shares.  After the conversion is complete, GEM
Investors will hold 154,904,987 of common shares.

On April 20, 2007 the Company and GEM Investors entered into
a Secured Line of Credit Loan Agreement whereby the Company
will have the right to borrow up to $2,500,000 from GEM.  All
loans made by GEM Investors to the Company shall accrue
interest on the principal amount at a rate of twelve percent
(12%) per annum.  In the event of a default under the Loan
Agreement, the interest rate shall increase to seventeen (17%)
percent.   The Loan is also evidenced by a Promissory Note
dated April 20, 2007 in the aggregate principal amount of
$2,500,000 (the "Note").  No payment of principal or interest
was due until October 20, 2007, with payments thereafter as
determined by the Board of Directors of the Company and GEM
Investors, provided that the final payment of all obligations
of the Company to GEM Investors shall be due no later than
April 20, 2012.

At September 30, 2007 the Company has incurred total
indebtedness under the secured line of credit of $1,070,906.
GEM Investors' obligation to loan additional funds to the
Company is conditioned on several factors, including, but not
limited to (i) the approval of GEM Investors, (ii) the Company
not being in default under the Loan Agreement or any other
agreement between the Company and GEM Investors and (iii)
no material adverse changes in the financial condition of the
Company.  Proceeds from the sale of the of the Series B
Convertible Preferred Stock and the Loan have been used to
repay former CEO Colette Cozean and former CFO Stuart Michelson
a portion of amounts owed them by the Company and for general
working capital.

On April 20, 2007, payments were made to Colette Cozean
(the Company's former CEO) and Stuart Michelson (the
Company's former CFO) in the amounts of $526,151 and
$89,342, respectively, which represented one-half of the
obligations for services, expenses and loans at December 31,
2006.  Ms. Cozean and Mr. Michelson filed UCC financing
statement to secure these loans as well as other unpaid fees
due Cozean and Michelson with the Company's intangible assets.
In April 2007, the Company agreed to pay, commencing June 1,
2007, twelve (12) equal installments to satisfy the remaining
liabilities of $526,151 and $89,342 pursuant to a Consulting
Agreement with Cozean and a Repayment Agreement with Michelson.
Beginning October 1, 2007, the Company defaulted on the monthly
installment due to both Cozean and Michelson leaving a balance
owed of $346,673 to Cozean and $59,551 to Michelson.  To the
extent that the obligations are secured, the security interest
of Cozean and Michelson are pari passu with the security
interest of GEM SurgiLight Investors LLC.

The Company is continuing to seek additional funding sources.
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 September
30, 2007 the total indebtedness was $4,197,161 (including
accounts payable and accrued expenses of $2,533,203, short-term
notes payable comprised of $473,052 in loans from shareholders,
other investors and vendors for services, customers deposits of
$120,000, and line of credit debt of $1,070,906.  In addition,
beginning October 1, 2007, the Company defaulted on the monthly
installment to both Cozean and Michelson leaving a balance owed
of $346,673 to Cozean and $59,551 to Michelson.  Ms. Cozean and
Mr. Michelson have filed financing statements with respect to
security interests in certain of the Company's assets.

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, or conduct mergers and acquisitions; affecting
our flexibility in planning for, or reacting to, changes in the
business and industry.

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

Dilution

The Series B Convertible Preferred Stock issued to GEM Investors
in April 2007 was convertible into 55% of the outstanding shares
of common stock on a fully diluted basis at the time of
conversion.  In addition, in May 2007, the Company agreed to
convert $319,217 in interest owed to GEM Fund into 25,537,360
shares of common stock, as well as additional shares for
payment on interest due through September 21, 2007.  The
issuance of shares upon conversion of the GEM Fund debentures,
including an additional 11,697,652 shares intended for the
GEM Fund, have caused significant dilution to our stockholders.

The resale by GEM Fund or Knobbe, Marten, Olsen & Bear, L.L.P,
(the "Investors") of the common stock acquired from conversion
of past 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
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 the lesser 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 November 14, 2007, 96,265,099 shares of common stock,
9,500,000 shares of preferred stock, options to purchase
3,590,616 shares of common stock and 3,472,222 warrants
were outstanding.  Furthermore, we may issue additional
options for up to an additional 1.8 million shares of common
stock pursuant to the 2001 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, 2006,
our stock price ranged from a high of $0.04 to a low of $0.01
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.

The Company's 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.  During
November 2006, the Company was involved in an inspection and
received a Form 483 notice.  The Company has responded to
this notice.  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 do not know whether claims
against us arising with respect to our products will be
successfully defended against liabilities arising from these
claims.

We Face Competition In Certain Markets

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 Laser
Systems (for more detailed information, see SurgiLight, Inc.
10-KSB dated 12/31/06).  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 nine 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 Pink Sheets LLC.  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.  We had been
quoted on the OTCBB until May 24, 2007, but became quoted on
the Pink Sheets due to our delinquency in filing the 2006
Annual Report on Form 10KSB and this quarterly report on
Form 10QSB for the quarter ended March 31, 2007.  We intend
to file our periodic reports with the SEC on a timely basis
now that we have had a change of control.

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
statements 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

SurgiLight management, including the Chief Executive Officer
 and Chief Financial Officer, conducted an evaluation of the
effectiveness of controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end
of the period covered by this quarterly report
(the "Evaluation Date").  Based on that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded
that, as of the Evaluation Date, the controls and procedures
are effective in ensuring that all material information
required to be filed in this quarterly report has been made
known to them in a timely fashion.

There have been no significant changes in internal controls
over financial reporting (as defined in Rule 13a-15(f)) during
the three months ended September 30, 2007 that materially
affected, or are reasonably likely to materially affect, our
internal controls over financial reporting.


                         PART II

                   OTHER INFORMATION

Item 1. Legal Proceedings

Robert Maddox - On May 19, 2006, the Company received a
breach of warranty of merchantability complaint from Robert
Maddox, claiming damages in excess of $160,000 from his
purchase of a laser system from a former international
distributor of the Company.  The Company, based on advice
of its counsel, is vigorously defending itself against
this claim.

GEM Convertible Debenture - During January 2003, GEM
Global Yield Fund, Ltd. ("GEM Fund") notified the Company
of its intent to convert the remaining balance on its
convertible debenture (purchased in 2000) to stock
effective January 2003.  In April 2003 GEM Fund and
the Company agreed for GEM Fund to convert the remaining
$2 million debenture to common stock at a price of $0.093.
GEM Fund initially converted shares equal to nineteen and
nine-tenths percent (19.9%) of the total issued and
outstanding shares of the Company's common stock on
April 11, 2003 and was also granted possession of the
shares that were originally escrowed as part of the 2000
debenture agreement.

In June 2004, GEM Fund 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 Fund additional
shares under its convertible debenture, which the Company
was unable to accommodate until additional shares were
authorized by the shareholders.  On April 20, 2007 the
Company and GEM Fund agreed to settle the dispute.  As
part of that settlement, the Company remained obligated
to issue the remaining shares to satisfy the $1,088,154
liability once additional common shares were authorized
by an amendment to the Company's Articles of
Incorporation.  Such amendment became effective as of
September 21, 2007.  All shares due to GEM Fund have
been issued by the Company.

J.T. Lin - The Company filed litigation in September
2005 in Orange County, FL seeking an order from the
court to confirm that certain patents naming J.T. Lin
as inventor are owned by SurgiLight per the Proprietary
Information and Inventions Agreement signed by J.T. Lin
during his employment with SurgiLight and requiring J.T.
Lin to sign the paperwork required for the Company to
prosecute said patents.  In addition, the Company seeks
payment of a debt owed by TAO Medical to SurgiLight in
excess of $150,000.

During January 2006 the Company received a temporary
injunction that prohibits Mr. Lin from contesting the
ownership of 33 patents or patent applications
worldwide.  In December 2005, the European patent
office, in recording the Company's assignment of a
certain patent, rejected Dr. Lin's claims with regard
to that patent.  This was the only assignment he had
attempted to contest.

Other Litigation: From time to time, the Company is
party to other litigation.  The Company and its counsel
believe this litigation is not material.

Item 2. Changes in Securities

As of November 14, 2007, 96,265,099 shares of common stock,
9,547,000 shares of preferred stock, options to purchase
3,590,616 shares of common stock and 3,472,222 warrants were
outstanding, and were held of record by approximately 231
persons.

Sale of Preferred Stock: On April 20, 2007 the Company
entered into a Series B Convertible Preferred Stock Purchase
Agreement (the "Purchase Agreement") with GEM SurgiLight
Investors LLC ("GEM Investors"), pursuant to which GEM
purchased 9,500,000 shares of the Company's Series B
Convertible Preferred Stock for a price per share of
$.05263 and an aggregate purchase price of $500,000.

Purchase of Common Stock: During May 2007, GEM Investors
purchased 3,052,000 shares of common stock from the United
States Marshall's Office, at a purchase price of $.01 per
share.

Issuance of Common Shares - On May 25, 2007 the Company
issued 3,958,742 shares of common stock as a partial payment
to GEM Fund on the interest that has accrued on the defaulted
$1,088,154 note payable balance.  Once this issuance was
completed, the Company had issued all 60,000,000 authorized
shares of its common stock.

On September 21, 2007, after increasing its authorized common
shares from 60,000,000 to 300,000,000, the Company issued the
following shares:

 Shareholder   Common Shares   Description
  -----------   -------------   -----------
  GEM Fund        24,886,897    Note Payable Interest
  GEM Fund        11,697,652    Note Payable Principal Balance
                  ----------
  Total Shares
   Issued         36,584,549


Item 3. Defaults Upon Senior Securities

On April 20, 2007, payments were made to Colette Cozean
(the Company's former CEO) and Stuart Michelson (the
Company's former CFO) in the amounts of $526,151 and
$89,342, respectively, which represented one-half of the
obligations for services, expenses and loans at
December 31, 2006.  Ms. Cozean and Mr. Michelson filed
UCC financing statement to secure these loans as well
as other unpaid fees due Cozean and Michelson with the
Company's intangible assets.  In April 2007, the Company
agreed to pay, commencing June 1, 2007, twelve (12) equal
installments to satisfy the remaining liabilities of
$526,151 and $89,342 pursuant to a Consulting Agreement with
Cozean and a Repayment Agreement with Michelson.  Beginning
October 1, 2007, the Company defaulted on the monthly
installment due to both Cozean and Michelson leaving a
balance owed of $346,673 to Cozean and $59,551 to Michelson.
To the extent that the obligations are secured, the security
interest of Cozean and Michelson are pari passu with the
security interest of GEM SurgiLight Investors LLC.


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

On April 19, 2007, the Board of Directors of the Company
approved an amendment to the Articles of Incorporation of
the Company ("the Amendment").  The holders of an aggregate
of 36,753,933 shares of capital stock entitled to vote,
representing approximately 52.9% of the 69,500,000 shares
of the total issued and outstanding shares of voting stock
of the Company approved the actions on July 17, 2007 by
written consent in lieu of a meeting.

The Amendment provides that (a) the maximum number of shares
of stock that the Company shall be authorized to have
outstanding at any time shall be increased to three hundred
million (300,000,000) shares of common stock at par value of
$0.0001 with no preemptive rights and (b) the voting rights
of the blank check preferred stock will be changed to remove
a voting restriction on the Company's preferred stock.  The
Company distributed an information statement to its
shareholders pursuant to the Securities Exchange Act and the
Amendment was effective on September 21, 2007.

Item 5. Other Information
None.

Item 6. Exhibits and Reports on Form 8-K.
(a)	Exhibits
31.1	Certification of CEO Pursuant to 18 U.S.C. 1350,
         Section 302
31.2	Certification of CFO Pursuant to 18 U.S.C. 1350,
         Section 302
32.1	Certification Pursuant to 18 U.S.C.1350, Section 906

(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, 2007


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

     /s/ Mark Murphy
     --------------------
     Mark Murphy, CFO