SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB
(Mark One)
[X]  Quarterly  Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934. For the quarterly period ended March 31, 2005.

                                       or

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934. For the Transition period from             to
                                                           ---------    --------

Commission File Number:  0-19671

                             LASERSIGHT INCORPORATED
                             -----------------------
             (Exact name of registrant as specified in its charter)


           Delaware                                   65-0273162
  --------------------------                          ----------
   (State of Incorporation)                (IRS Employer Identification No.)



                6848 Stapoint Court., Winter Park, Florida 32792
      ---------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (407) 678-9900
                                 --------------
                           (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 ______
    ------        ------



Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court.
Yes   X        No ______
    ------        ------

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of  the  latest  practicable  date.  The  number  of  shares  of the
registrant's common stock outstanding as of April 25, 2005 is 9,997,195.

Transitional Small Business Disclosure Format
Yes            No   X
    ------        ------



<PAGE>


LASERSIGHT INCORPORATED AND SUBSIDIARIES

Except for the historical  information  contained herein, the discussion in this
report contains forward-looking statements (within the meaning of Section 21E of
the  Securities  Exchange  Act of 1934) that  involve  risks and  uncertainties.
LaserSight's  actual results could differ  materially from those discussed here.
Factors that could cause or contribute to such differences  include, but are not
limited to, those discussed in the sections  entitled  "Management's  Discussion
and Analysis of Financial Condition and Results of Operations - Risk Factors and
Uncertainties"  in this report and in LaserSight's  Annual Report on Form 10-KSB
for the year ended  December 31, 2004.  LaserSight  undertakes  no obligation to
update any such factors or to publicly  announce the results of any revisions to
any of the  forward-looking  statements  contained  herein to reflect any future
events or developments.
<TABLE>
<CAPTION>

                                      INDEX

                                                                                                   PAGE
PART I. FINANCIAL INFORMATION
<S>                                                                                               <C>

        Item 1.     Financial Statements.

                    Condensed Consolidated Balance Sheet as of March 31, 2005                       3


                    Condensed  Consolidated  Statements of Operations for the Three- Month
                    Periods Ended March 31, 2005 and 2004                                           4

                    Condensed  Consolidated  Statements of Cash Flows for the Three- Month
                    Periods Ended March 31, 2005 and 2004                                           5

                    Notes to Condensed Consolidated Financial Statements                            6



        Item 2.     Management's Discussion and Analysis or Plan of Operations
                                                                                                   11

        Item 3.     Controls and Procedures.                                                       16



PART II.OTHER INFORMATION

        Item 1.     Legal Proceedings.                                                             17

        Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds.                   17

        Item 3.     Defaults Upon Senior Securities.                                               17

        Item 4.     Submission of Matters to a Vote of Security Holders.                           18

        Item 5.     Other Information.                                                             18

        Item 6.     Exhibits.                                                                      18


</TABLE>




                                  Page 2 of 19
<PAGE>

PART 1 - FINANCIAL INFORMATION

                    LASERSIGHT INCORPORATED AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (unaudited)

<TABLE>
<CAPTION>
<S>                                                                   <C>
                         ASSETS                                      March 31, 2005
 Current assets:
   Cash and cash equivalents ......................................   $     144,500
   Accounts receivable - trade, net ...............................       1,990,848
   Notes receivable - current portion, net ........................         571,922
   Inventories, net ...............................................       1,757,128
   Prepaid expenses ...............................................          59,485
                                                                      -------------
                                      Total Current Assets ........       4,523,883
 Property and equipment, net ......................................         105,376
 Patents, net .....................................................         441,533
 Deposits with suppliers ..........................................         283,494
 Deferred financing costs, net ....................................         228,908
                                                                      -------------
                                              Total Assets ........   $   5,583,194
                                                                      =============

             LIABILITIES AND STOCKHOLDERS' DEFICIT
 Current liabilities:
   Note Payable....................................................   $   1,444,399
   Accounts payable ...............................................         198,289
   Accrued expenses ...............................................         170,900
   Accrued license fees ...........................................         219,696
   Accrued Warranty ...............................................         530,676
   Deferred revenue ...............................................         948,364
                                                                      -------------
                                 Total Current Liabilities ........       3,512,324
 Note Payable Related party .......................................       1,000,000
 Note Payable long term portion ...................................          85,318
 Deferred royalty revenue .........................................       4,453,673
 Commitments and contingencies
 Stockholders' deficit:
 Convertible preferred stock, par value $.001 per share; authorized
 10,000,000 shares- none issued ...................................            --
 Common stock - par value $.001 per share; authorized
 100,000,000 shares; 9,997,195 shares issued and outstanding ......           9,997
 Additional paid-in capital .......................................     104,618,069
 Accumulated deficit ..............................................    (108,096,187)
                                                                      -------------
                               Total Stockholders' Deficit ........      (3,468,121)
                                                                      -------------
               Total Liabilities and Stockholders' Deficit ........   $   5,583,194
                                                                      =============
</TABLE>

   See accompanying notes to the condensed consolidated financial statements.




                                  Page 3 of 19
<PAGE>
                   LASERSIGHT INCORPORATED AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                   (unaudited)

                                            Three Months Three Months Ended
                                              March 31,         March 31,
                                            ------------    ------------
                                                 2005            2004
                                            ------------    ------------
Revenues:
    Products ............................   $  1,907,390    $  2,066,512
   (including revenues from related parties
    of $1,879,712 and $1,823,895 in the
    three months ended March 31, 2005 and
    2004, respectively)

    Royalties ...........................        260,505         234,810
                                            ------------    ------------
                                               2,167,895       2,301,322
Cost of revenues:
    Product cost ........................        995,280       1,088,434
                                            ------------    ------------
Gross profit ............................      1,172,615       1,212,888

Research and development and
regulatory expenses .....................         52,752          52,681

Other general and administrative expenses        673,117         620,001
Selling-related expenses ................        259,392         220,788
Amortization of intangibles .............          8,379           8,379
                                            ------------    ------------
                                                 940,888         849,168
                                            ------------    ------------

Income from operations ..................        178,975         311,039
Other income and expenses:
    Interest and other income ...........          1,039           4,054
    Interest expense ....................        (88,879)        (50,901)
                                            ------------    ------------
Income before income tax benefit ........         91,135         264,192
Income tax benefit ......................           --              --
                                            ------------    ------------
Net Income ..............................   $     91,135    $    264,192
                                            ============    ============
Income per common share
Basic and diluted: ......................           0.01            0.01
                                            ============    ============
Weighted average number of shares
outstanding
Basic: ..................................      9,997,000      27,842,000
                                            ============    ============
Diluted: ................................      9,997,000      46,403,000
                                            ============    ============


   See accompanying notes to the condensed consolidated financial statements.

                                  Page 4 of 19
<PAGE>
                         LASERSIGHT INCORPORATED AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                        THREE MONTHS ENDED MARCH 31, 2005 and 2004
                                       (unaudited)
<TABLE>
<CAPTION>
                                                          March 31, 2005   March 31, 2004
                                                         ----------------- ----------------
Cash flows from operating activities
<S>                                                       <C>               <C>
Net income ............................................   $    91,135       $   264,192
Adjustments to reconcile net income to net cash used in
operating activities:
Depreciation and amortization .........................        12,352            39,050
Amortization of discount on note payable and deferred
financing cost ........................................        25,759              --
Changes in assets and liabilities:
Accounts and notes receivable, net ....................      (769,831)         (576,504)
Inventories ...........................................       (41,204)          322,267
   Accounts payable ...................................        34,446           223,663
   Accrued expenses and commissions ...................        41,506           (90,539)
   Deferred revenue ...................................       599,336          (234,810)
   Other ..............................................        82,612              (610)
                                                          -----------       -----------
Net cash provided by (used in) operating activities ...        76,111           (53,291)

Cash flows from financing activities
Payments on debt financing ............................      (309,123)             --
Proceeds from DIP Financing ...........................          --             530,000
                                                          -----------       -----------

Net cash provided by (used in) financing activities ...      (309,123)          530,000
                                                          -----------       -----------

Change in cash and cash equivalents ...................      (233,012)          476,709

Cash and cash equivalents, beginning of period ........       377,512           564,973
                                                          -----------       -----------

Cash and cash equivalents, end of period ..............   $   144,500       $ 1,041,682
                                                          ===========      ============
</TABLE>


   See accompanying notes to the condensed consolidated financial statements.






                                  Page 5 of 19
<PAGE>

                    LASERSIGHT INCORPORATED AND SUBSIDIARIES

                    NOTES TO UNAUDITED CONDENSED CONSOLIDATED
                    FINANCIAL STATEMENTS Three-Month Periods
                          Ended March 31, 2005 and 2004


NOTE 1   BASIS OF PRESENTATION

         The accompanying unaudited, condensed consolidated financial statements
         of LaserSight Incorporated and subsidiaries ("LaserSight" or the
         "Company") as of March 31, 2005, and for the three-month periods ended
         March 31, 2005 and 2004 have been prepared in accordance with
         accounting principles generally accepted in the United States, except
         as disclosed herein, and the rules and regulations of the United States
         Securities and Exchange Commission for interim financial information.
         Accordingly, they do not include all of the information and footnotes
         necessary for a comprehensive presentation of financial position and
         the results of operations.

         The Company's business is subject to various risks and uncertainties,
         which contemplates the realization of assets and the discharge of
         liabilities in the normal course of business for the foreseeable
         future. The Company has suffered recurring losses from operations and
         has a significant accumulated deficit that raises substantial doubt
         about its ability to continue as a going concern. Management's plans in
         regard to these matters are also described below. The condensed
         consolidated financial statements do not include any adjustments that
         might result from the outcome of this uncertainty.

         The condensed consolidated financial statements have been prepared in
         accordance with the requirements for interim financial information and
         with the instructions to Form 10-QSB. Accordingly, they do not include
         all of the information and note disclosures required by accounting
         principles generally accepted in the United States of America for
         complete financial statements. These condensed consolidated financial
         statements should be read in conjunction with the consolidated
         financial statements and notes thereto included in LaserSight's annual
         report on Form 10-KSB for the year ended December 31, 2004. In the
         opinion of management, the condensed consolidated financial statements
         include all adjustments necessary, consisting only of normal, recurring
         adjustments, for a fair presentation of consolidated financial position
         and the results of operations and cash flows for the periods presented.
         There are no other components of comprehensive income other than the
         Company's consolidated net income for the three-month periods ended
         March 31, 2005 and 2004. The results of operations for the three-month
         period ended March 31, 2005 are not necessarily indicative of the
         operating results for the full year.

NOTE 2   CRITICAL ACCOUNTING POLICIES

         The Company's condensed consolidated financial statements have been
         prepared in accordance with accounting principles generally accepted in
         the United States of America. Preparation of these statements requires
         management to make judgments and estimates that affect the amounts and
         disclosures in the financial statements. Actual results could differ
         from these estimates. Some accounting policies have a significant
         impact on amounts reported in these financial statements. A summary of
         significant accounting policies and a description of accounting
         policies that are considered critical may be found in our 2004 Annual
         Report on Form 10-KSB, filed in March 2005, in the Critical Accounting
         Policies and Estimates section of "Item 7. - Management's Discussion
         and Analysis of Financial Condition and Results of Operations."




NOTE 3   PER SHARE INFORMATION



                                  Page 6 of 19
<PAGE>

         Basic income per common share is computed using the weighted average
         number of common shares and contingently issuable shares (to the extent
         that all necessary contingencies have been satisfied). Diluted income
         per common share is computed using the weighted average number of
         common shares, contingently issuable shares, and common share
         equivalents outstanding during each period. Common share equivalents
         includes options, and warrants to purchase Common Stock and are
         included in the computation using the treasury stock method.
         Convertible preferred stock is included in the computation using the
         if-converted method, if they would have a dilutive effect. However, as
         a result of the September 5, 2003 Chapter 11 filing, all common and
         preferred shares outstanding at and prior to June 30, 2004, including
         options and warrants, were cancelled and new shares were distributed,
         effective June 30, 2004, as follows:

              Creditors of LaserSight Incorporated        1,116,000
              Creditors of LaserSight Technologies        1,134,000
              Old preferred stockholders                    360,000
              Old common stockholders                       539,997 (1)
              Cancel treasury stock                          (2,802)
              Conversion of $1 million DIP
              Financing                                   6,850,000
                                                          ---------
                                                          9,997,195
                                                          =========

           (1) The old common  stock was  converted  at a 51.828 to 1 ratio.

         The following table presents earnings per share figures as if this
         reorganization of the capital structure had taken place as of the
         beginning of the first period presented:

<TABLE>
<CAPTION>
<S>                                                     <C>                 <C>

                                                         March 31, 2005      March 31, 2004
                                                         --------------      --------------
Net income per common share - basic and diluted                   $0.01               $0.03
                                                        ================    ================

Weighted average number of common shares outstanding -
basic and diluted                                              9,997,195           9,997,195
                                                        ================    ================



</TABLE>


NOTE 4   INVENTORIES

         Inventories, which consist primarily of excimer and erbium laser
         systems and related parts and components, are stated at the lower of
         cost or market. Cost is determined using the standard cost method,
         which approximates cost determined on the first-in first-out basis. The
         components of inventories at March 31, 2005 are summarized as follows:


                        March 31,2005
                        -------------

         Raw material    $ 1,170,414
         Work in Process     615,467
         Finished Goods      121,247
         Reserve            (150,000)
                        -------------
                         $ 1,757,128
                        =============




                                  Page 7 of 19
<PAGE>
NOTE 5   AMENDED LOAN AGREEMENT

         The Company signed a three-year note with Heller Healthcare Finance,
         Inc ("Heller") and GE Healthcare Financial Services, Inc., as
         successor-in-interest to Heller (collectively "GE") on August 30, 2004.
         The note expires on June 30, 2007. The note bears interest of 9%.
         Certain covenants were modified as follows: net worth $750,000,
         tangible net worth $1,000,000 and minimum quarterly revenues of
         $1,000,000. GE was issued a warrant to purchase 100,000 shares of
         common stock at $0.25 per share, or $0.40 per share if the New
         Industries Investment Group (the "China Group"), see Note 6, converts
         its DIP loan to equity. The warrant expires June 30, 2008. The Company
         is currently not in compliance with certain of its loan covenants and
         is attempting to negotiate and revise the terms with the lender;
         accordingly, all amounts outstanding under this loan agreement are
         classified as current liabilities.

NOTE 6   CHINA BACKGROUND

         Shenzhen New Industries Medical Development Co., Ltd. ("NIMD") was
         founded and incorporated by the Medical Investment Department of the
         People's Republic of China in 1995 by its parent company, New
         Industries Investment Group ("NII"). It specializes in marketing and
         distribution of LASIK surgery devices and equipment, as well as in
         investment and operation of LASIK clinical centers in Chinese market.

         In the past decade, NIMD invested and operated PRK/LASIK excimer laser
         refractive surgery centers in joint venture with hospitals and medical
         institutes in China. NIMD is the largest business in Mainland China, as
         measured by the amount of investment in refractive surgery centers.

         New Industries Investment Consultants (H.K.) Ltd ("NIIC") specializes
         in hi-tech business investment and consulting services. It is
         registered in Hong Kong. It was incorporated in 1994 by its principal
         investor Mr. Xianding Weng (a major shareholder of NII, NII's CEO and
         the Company's Chairman of the Board of Directors). NIIC, NII and NIMD
         are collectively referred to as the "China Group".

         In 2003 and 2004, the China Group provided $2 million of
         debtor-in-possession ("DIP") financing to the Company. On June 30,
         2004, $1 million of the DIP financing was converted into 6,850,000
         shares of common stock. As of March 31, 2005, the China Group
         controlled approximately 72% of the Company's common stock. Company
         revenues from the China Group were approximately $1.9 million and $1.8
         million in the three months ended March 31, 2005 and 2004,
         respectively. Accounts receivable due from the China Group as of March
         31, 2005 was $1,989,261, virtually all of the accounts receivable
         balance at March 31, 2005. As of April 25, 2005 $1,329,261 remains
         unpaid. We have verbal promises from the China Group to pay the
         accounts receivable balance but no guarantee that payment will be made
         on time or at all. The loss of the China Group as a customer or the
         non-payment or slow payment of monies owed to the Company would have a
         significant adverse effect on the Company's ability to continue as a
         going concern.


                                  Page 8 of 19
<PAGE>
NOTE 7   STOCK BASED COMPENSATION

         The Company accounts for stock-based employee compensation plans using
         the intrinsic value method under Accounting Principles Board Opinion
         No. 25 and related interpretations. Accordingly, stock-based employee
         compensation cost is not reflected in net earnings, as all stock
         options granted under the plans had an exercise price equal to the
         market value of the underlying common stock on the date of grant. As
         previously announced, as a result of the Chapter 11 filing, the Company
         cancelled all of the common and preferred shares, options and warrants
         outstanding at June 30, 2004. Accordingly, there was no stock based
         compensation for the three months ended March 31, 2005. Had
         compensation cost for the Company's stock-based compensation plans been
         determined based on the fair value at the grant dates for awards under
         those plans consistent with the method of Statement No. 123,
         "Accounting for Stock-Based Compensation," the Company's net earnings
         and earnings per share would have been reduced to the pro forma amounts
         indicated below:

         Three months ended:
                                                 March 31, 2005   March 31, 2004
                                                 --------------   --------------
         Net income, as reported                   $  91,135         $ 264,192

         Deduct: Total stock-based employee
          compensation expense determined under
          fair value based method for all awards,
           net of related tax effects                      -             9,069
                                                   ---------         ---------
         Pro forma net income                      $  91,135         $ 255,123
                                                   =========         =========
         Basic and diluted income per share:
         As reported                               $    0.01         $    0.01
                                                   =========         =========
         Pro forma                                 $    0.01         $    0.01
                                                   =========         =========

NOTE 8   BANKRUPTCY

         On September 5, 2003 LaserSight and two of its subsidiaries filed for
         Chapter 11 bankruptcy protection and reorganization in the United
         States Bankruptcy Court, Middle District of Florida, Orlando Division.
         The cases filed were LaserSight Incorporated, ("LSI") Case No.
         6-03-bk-10371-ABB; LaserSight Technologies, Inc., ("LST") Case No.
         6-03-bk-10370-ABB; and LaserSight Patents, Inc., Case No.
         6-03-bk-10369-ABB.

         On April 28, 2004, the Bankruptcy Court confirmed the Re-organization
         Plan. The effective date of the Plan was June 30, 2004. On December 22,
         2004 a final decree of bankruptcy was issued.

         In June of 2004,  the  effective  date of the  re-organization
         plan, the following liabilities were relieved:

         Accounts Payable                    $  2,905,814
         Accrued TLC license fee                  825,500
         Accrued salaried/severance               235,367
         Accrued warranty                       6,125,730
         Accrued Ruiz license fees              3,471,613
         Deposits/service contracts               720,399
         Other accrued expenses                 1,331,711
                                             ------------
                                             $ 15,616,134
         Stock issued to creditors               (328,500)
                                             ------------
         Gain on forgiveness of debt         $ 15,287,634
                                             ============


                                  Page 9 of 19
<PAGE>

         The new common stock issued to the creditors was valued at $0.146 per
         share, or $328,500, which was deducted from the forgiven liabilities.
         The per share stock value is the same amount as the $1,000,000 of DIP
         financing converted to equity.




NOTE 9   CONTINGENCIES

         Liquidity
         ---------

         The Company had incurred significant losses and negative cash flows
         from operations in each of the years in the three-year period ended
         December 31, 2003, and had an accumulated deficit of $108.1 million at
         March 31, 2005. Cash flows were negative during the three-month period
         ended March 31, 2005. The substantial portion of these losses is
         attributable to an inability to sell certain products in the U.S. due
         to delays in Food and Drug Administration (FDA) approvals various
         procedures using the Company's excimer laser system in the U.S. and
         continued development efforts to expand clinical approvals of the
         Company's excimer laser and other products. Additionally, the Company's
         continued lack of adequate funding and working capital, and additional
         administrative and professional expenses attributed to the Chapter 11
         filing, have also contributed to these losses.

         In 2004, the Company had net income of $14.7 million, which included
         $15.3 million of gain on forgiveness of debt. In 2004 the Company
         incurred $398,000 of bankruptcy related expenses for legal services,
         financial advisor fees, printing and postage, priority claims and new
         stock certificates.

         Contractual obligations with GE require that one third of the payments
         received from WaveLight for licensing our patents be additional
         principal payments. During the first quarter of 2005 additional
         principal payments were $125,000.

         The Company's ability to continue as a going concern is uncertain and
         dependent upon continuing to achieve improved operating results and
         cash flows or obtaining additional equity capital and/or debt
         financing.

         Litigation
         ----------

         Italian Distributor. In February 2003, an Italian court issued an order
         restraining LaserSight Technologies from marketing our AstraPro
         software at a trade show in Italy. This restraining order was issued in
         favor of LIGI Tecnologie Medicali S.p.a. (LIGI), a distributor of our
         products, and alleged that our AstraPro software product infringes
         certain European patents owned by LIGI. We had retained Italian legal
         counsel to defend us in this litigation, and we were informed that the
         Italian court had revoked the restraining order and ruled that LIGI
         must pay our attorney's fees in connection with our defense of the
         restraining order. In addition, our Italian legal counsel informed us
         that LIGI had filed a motion for a permanent injunction. We believe
         that our AstraPro software does not infringe the European patents owned
         by LIGI, but due to limited cash flow the Company has not defended its
         position. Management believes that the outcome of this litigation will
         not have a material adverse impact on LaserSight's business, financial
         condition or results from operations. Since the Chapter 11 petition
         does not apply to foreign courts, this action is still pending.

                                 Page 10 of 19
<PAGE>
         Routine Matters. In addition, we are involved from time to time in
         routine litigation and other legal proceedings incidental to our
         business. Although no assurance can be given as to the outcome or
         expense associated with any of these proceedings, we believe that none
         of such proceedings, either individually or in the aggregate, will have
         a material adverse effect on the financial condition of LaserSight.



NOTE 10  SEGMENT INFORMATION

         The Company's operations principally include refractive products.
         Refractive product operations primarily involve the development,
         manufacture and sale of ophthalmic lasers and related devices for use
         in vision correction procedures. Patent services involve the revenues
         and expenses generated from the ownership of certain refractive laser
         patents.

         Operating profit is total revenue less operating expenses. In
         determining operating profit for operating segments, the following
         items have not been considered: general corporate expenses,
         non-operating income and expense and income tax expense. Identifiable
         assets by operating segment are those that are used by or applicable to
         each operating segment. General corporate assets consist primarily of
         cash and income tax accounts.

         The table below summarizes information about reported segments as of
         and for the three months ended March 31:

<TABLE>
<CAPTION>
<S>                              <C>            <C>                 <C>             <C>                <C>
                                  Operating     Operating Profit                     Depreciation and       Capital
                                   Revenues        (Loss)                Assets         Amortization     Expenditures
                                   --------        ------                ------         ------------     ------------
2005
----
Operating  segments:
     Refractive products         $1,907,390       $ 187,939            $5,353,325          $ 12,352                 -
                                 ----------       ---------            ----------          --------
     Patent services                260,505         260,505                -                      -                 -
     General corporate                    -        (269,469)              229,869                 -                 -
                                 ------------------------------------------------------------------------------------
Consolidated total               $2,167,895       $ 178,975            $5,583,194          $ 12,352                 -
                                 ====================================================================================

2004
----
Operating  segments:
     Refractive products         $2,066,512       $ 141,112            $5,384,584          $ 39,050                 -
     Patent services                234,810         234,810                -                      -                 -
     General corporate                  -           (64,883)             282,802                  -                 -
                                 ------------------------------------------------------------------------------------
Consolidated total               $2,301,322       $ 311,039            $5,667,386          $ 39,050                 -
                                 ====================================================================================

</TABLE>


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

Forward-Looking Statements and Associated Risks

THIS QUARTERLY  REPORT ON FORM 10-QSB CONTAINS  FORWARD-LOOKING  STATEMENTS THAT
HAVE BEEN MADE PURSUANT TO THE PROVISIONS OF THE PRIVATE  SECURITIES  LITIGATION
REFORM ACT OF 1995. THESE  FORWARD-LOOKING  STATEMENTS ARE BASED ON MANAGEMENT'S
CURRENT EXPECTATIONS,  ESTIMATES AND PROJECTIONS, BELIEFS AND ASSUMPTIONS. WORDS


                                 Page 11 of 19
<PAGE>

SUCH AS  "ANTICIPATES",  "EXPECTS",  "INTENDS",  "PLANS",  "BELIEVES",  "SEEKS",
"ESTIMATES",  VARIATIONS OF SUCH WORDS AND SIMILAR  EXPRESSIONS  ARE INTENDED TO
IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THESE STATEMENTS ARE NOT GUARANTEES OF
FUTURE  PERFORMANCE  AND  ARE  SUBJECT  TO  CERTAIN  RISKS,   UNCERTAINTIES  AND
ASSUMPTIONS THAT ARE DIFFICULT TO PREDICT;  THEREFORE, ACTUAL RESULTS MAY DIFFER
MATERIALLY  FROM  THOSE  EXPRESSED  OR  FORECASTED  IN ANY SUCH  FORWARD-LOOKING
STATEMENTS.  THESE RISKS AND UNCERTAINTIES  INCLUDE THOSE DISCUSSED IN "PART I -
ITEM  1 -  DESCRIPTION  OF  BUSINESS  - RISK  FACTORS"  AND  PART  II - ITEM 6 -
MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL  CONDITIONS  AND RESULTS OF
OPERATIONS"  CONTAINED IN THE COMPANY'S  FORM 10-KSB FOR THE YEAR ENDED DECEMBER
31, 2004, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.  UNLESS REQUIRED
BY  LAW,  THE  COMPANY   UNDERTAKES  NO   OBLIGATION  TO  UPDATE   PUBLICLY  ANY
FORWARD-LOOKING  STATEMENTS,  WHETHER  AS A RESULT  OF NEW  INFORMATION,  FUTURE
EVENTS  OR  OTHERWISE.   INVESTORS   SHOULD  REVIEW  THIS  QUARTERLY  REPORT  IN
COMBINATION  WITH THE COMPANY'S  ANNUAL REPOR TON FORM 10-KSB IN ORDER TO HAVE A
MORE COMPLETE UNDERSTANDING OF THE PRINCIPAL RISKS ASSOCIATED WITH AN INVESTMENT
IN THE COMPANY'S STOCK.

Overview

         LaserSight  is  principally  engaged in the  manufacture  and supply of
narrow  beam  scanning  excimer  laser  systems,   topography-based   diagnostic
workstations, and other related products used to perform procedures that correct
common refractive vision disorders such as  nearsightedness,  farsightedness and
astigmatism. Since 1994, we have marketed our laser systems commercially in over
30  countries  worldwide.  We are  currently  focused  on  selling  in  selected
international markets; primarily China.

         We have  significant  liquidity and capital resource issues relative to
the timing of our accounts receivable  collection and the successful  completion
of new sales  compared  to our ongoing  payment  obligations  and our  recurring
losses from operations and net capital deficiency raises substantial doubt about
our ability to  continue as a going  concern.  We have  experienced  significant
losses and operating cash flow deficits,  and we expect that operating cash flow
deficits will continue without improvement in our operating results.

Bankruptcy

         On  September  5, 2003 the  company  filed for  Chapter  11  bankruptcy
protection  and  reorganization.  The  Company  operated  in  this  manner  from
September 5, 2003 through June 10,  2004,  when a final  bankruptcy  release was
obtained. As a result of the bankruptcy re-structuring, the Company has recorded
credits for debt  forgiveness  of  approximately  $15.3  during the three months
ended  June  30,  2004.   Additionally,   the  Company   recognized  charges  of
approximately  $8.0  million  during  2003  for  patent   impairment,   accounts
receivable  and  inventory  write  offs.  The  Company   cancelled  all  of  its
outstanding  common and preferred  stock,  including  warrants and options,  and
issued  9,997,195 new common shares on June 30, 2004.  The Company  emerged from
bankruptcy   with   approximately   $0.7  million  in   unsecured   liabilities,
approximately $2.1 million in secured debt to GE,  approximately $5.3 million in
deferred  revenue and  approximately  $1.0 million of DIP financing  provided by
NIIC, as part of the approved  bankruptcy  plan.  NIIC converted $1.0 million of
the DIP financing for additional 6,850,000 common shares.

China Transaction

         In February  2004,  we received a commitment to purchase at least $12.0
million worth of our products  during the 12-month  period ending February 2005,
to distribute our products in Mainland China,  Hong Kong, Macao and Taiwan.  The
purchase  agreement  provides for two one-year  extensions.  From  February 2004
through March 2005, approximately $8.1 million worth of products were sold under
this  agreement.  Product issues reduced  shipments  during the third and fourth
quarter of 2004.  These issues have been resolved  through  revisions to product
crating for shipment, software modifications and shipper instructions.

                                 Page 12 of 19
<PAGE>

WaveLight Transaction

         In March 2005 the Company  executed a worldwide  non-exclusive  license
agreement with WaveLight Laser Technologie AG ("WaveLight") to use and reproduce
the Lin Scanning  Patents for products to be used in ophthalmic  surgery,  which
became  effective  on March 3,  2005,  and an option to acquire a license to the
Company's Apple Patents.  Both the non-exclusive  license and the option include
certain WaveLight  co-enforcement  rights. As consideration for the license, the
Company has received a $375,000  payment and will receive another $525,000 prior
to October 15,  2005.  $45,000 in broker fees were paid to PCE  Investments  for
their assistance in closing this transaction.  The agreement terminates when the
patents  expire,  or earlier in the event of the occurrence of certain events of
default,  including the failure of the WaveLight to make required payments.  The
agreement is attached as an exhibit to this filing.


Results of Operations

         The following  table sets forth for the periods  indicated  information
derived from our  statements  of  operations  for those  periods  expressed as a
percentage  of net  sales,  and the  percentage  change in such  items  from the
comparable prior year period.  Any trends illustrated in the following table are
not necessarily indicative of future results.

                                                              Percent Increase
                                       As a Percentage of        (Decrease)
                                          Net Sales           Over Prior Periods
                                         Three Months           Three Months
                                             Ended                  Ended
                                          Mar 31,                    Mar 31,
                                       -----------------      -----------------
                                       2005         2004        2005 vs. 2004
                                       ----         ----        ----     ----



Statement of Operations Data:
Net Revenues:
   Refractive products......           88.0%       89.8%             -7.7%
   Patent services.........            12.0%       10.2%             10.9%
                                      -----       -----               ---
       Net Revenues.......            100.0%      100.0%             -5.8%
Cost of Revenue.......                 45.9%       47.3%             -8.6%
                                      -----       -----               ---
Gross Profit (1).........              54.1%       52.7%             -3.3%
Research, development and                                             0.1%
   regulatory expenses (2).....         2.4%        2.3%
Other general and administrative
   expenses.........                   31.0%       26.9%              8.6%
Selling-related expenses (3)...        12.0%        9.6%             17.5%
Amortization of intangibles...          0.4%        0.4%              0.0%
                                      -----       -----               ---
Net Income from operations...           8.3%       13.5%            -42.5%



 (1)     As a  percentage  of net  revenues,  the gross  profit  for  refractive
         products  only for the three  months ended March 31, 2005 and 2004 were
         48% and 47%, respectively.

 (2)     As a percentage of refractive product net sales, research,  development
         and  regulatory  expenses for the three months ended March 31, 2005 and
         2004, were 3%, and 3%, respectively.

 (3)     As a  percentage  of  refractive  product  net  sales,  selling-related
         expenses for the three months ended March 31, 2005 and 2004,  were 14%,
         and 11%, respectively.



                                 Page 13 of 19
<PAGE>

Three Months Ended March 31, 2005, Compared to Three Months Ended March 31, 2004

      Our consolidated  revenues totaled $2.2 million for the three months ended
March 31, 2005,  a decrease of  approximately  $0.1 million or (6%)  compared to
revenues for the three months ended March 31, 2004 of $2.3 million. The decrease
was primarily  attributable  to decreased  sales of parts.  Eight lasers systems
were sold in the first quarter of both 2005 and 2004. For the three months ended
March 31, 2005,  parts revenues were $0.02 million  compared to $0.2 million for
the three  months ended March 31,  2004.  This was offset by $0.06  million from
additional sales of our AstraMax(R) diagnostic workstation.

         Net revenues from patent  services  increased by $26,000,  or 11%, from
$235,000  for the three  months  ended March 31, 2004 to $261,000  for the three
months  ended  March 31,  2005.  During the first  quarter of 2005,  the Company
licensed its Lin scanning patent for $855,000,  net of expenses of $45,000. This
deferred  revenue is being  amortized  over the  remaining  life of the  patent,
approximately seven years.

         Geographically,  China has become our most significant market with $1.9
million in revenue  during the three months ended March 31, 2005, as compared to
$1.8 million for the three months ended March 31, 2004.

      For the three months ended March 31, 2005,  consolidated  cost of sales of
$1.0 million was approximately 46% of net revenues of $2.2 million,  compared to
the same  period  in 2004 when our cost of sales  was  approximately  47% of net
revenues. This improvement was caused by the reduction of costs for the AstraMax
diagnostic workstations. Going forward into 2005, the emphasis will be continued
unit cost reductions driven by efficient purchasing and limited re-design of the
product.

        Selling-related  expenses  consist of those  items  directly  related to
sales  activities,  including  commissions  on sales,  royalty or license  fees,
warranty  expenses,  and costs of  shipping  and  installation.  Selling-related
expenses for the three months ended March 31, 2005 increased $40,000, or 17%, to
$260,000 from $220,000 during 2004. This increase was primarily  attributable to
an  increase  in  license   fees.   Our  2005   operating   plan   projects  our
selling-related expense ratio to be 11% of net revenues.

      General and  administrative  expenses  increased by $53,000 to $673,000 in
the three  months  ended March 31,  2005,  from  $620,000 for the same period in
2004.  The increase was primarily due to  accounting,  legal and SEC filing fees
attributable  to bringing the  Company's  SEC filings up to date.  Our operating
plan for fiscal 2005  projects  business  levels that will  require  general and
administrative expenses to be lower due to reduced professional fees relating to
the bankruptcy filing.

       Research,  development  and  regulatory  expenses  remained  unchanged at
$53,000 for the three  months  ended  March 31,  2005 and 2004.  Even though our
resources are limited,  we continue to offer  improvements  to our product.  Our
operating  plan for fiscal  2005  projects  business  levels  that will  require
research, development and regulatory expenses to be similar to 2004.

      In the three  months  ended March 31, 2005,  amortization  of  intangibles
remained   unchanged  at  $8,400.   In  accordance   with  our  operating  plan,
amortization of intangibles will be at a rate of approximately $33,000 per year.

      Other  income  and  expense  for the three  months  ended  March 31,  2005
consisted of the following:

         o    We received $1,000 of interest income on notes receivable.


         o    In the three months  ended March 31, 2005,  we paid $63,000 in
              interest to GE, the DIP financier  and the tax  assessor.  The
              interest expense also includes $26,000 of amortized  financing
              costs  and the  fair  value of a  warrant  issued  to GE.  The
              amortization  is $8,600 per month and will continue until June
              of 2007.


                                 Page 14 of 19
<PAGE>

         For the three  months  ended March 31, 2005 and 2004,  we had no income
tax expense.

      Net income for the three  months  ended March 31,  2005 was  approximately
$91,000  compared  to  $264,000  for the same  period  in  2004,  a  decline  of
approximately  $173,000.  This  $173,000  decline  in the  current  quarter  was
comprised approximately of:



         o    increased shipping expense of $12,000

         o    increased license fees of $21,000

         o    increased interest expense of $40,000

         o    increased  professional  expenses of $100,000 for  accounting,
              legal and SEC EDGAR filing fees


Inflation and Currency Fluctuation

         Inflation and currency  fluctuations have not previously had a material
impact upon the results of  operations  and are not  expected to have a material
impact in the near future.

Liquidity and Capital Resources

         On  September  5, 2003 the  company  filed for  Chapter  11  bankruptcy
protection  and  reorganization.  The  Company  operated  in  this  manner  from
September 5, 2003 through June 10, 2004, when the  re-organization  was approved
by the  bankruptcy  court. A final decree of bankruptcy was obtained on December
22, 2004.  The Company  cancelled  all of its  outstanding  common and preferred
stock, including warrants and options, and issued 9,997,195 new common shares on
June 30, 2004.  The Company  emerged from  bankruptcy  with  approximately  $0.7
million in unsecured liabilities,  approximately $2.1 million in secured debt to
GE,  approximately  $5.3  million in  deferred  revenue and  approximately  $1.0
million of DIP financing  provided by NIIC.  NIIC  converted $1.0 million of the
DIP financing for additional equity.

         With  the new  revenues  being  generated  from  the  China  Group  and
projected sales to other customers,  management  expects that  LaserSight's cash
and cash equivalent  balances and funds from  operations  (which are principally
the result of sales and collection of accounts receivable) will be sufficient to
meet its anticipated  operating cash  requirements  for the next several months.
This expectation is based upon  assumptions  regarding cash flows and results of
operations   over  the  next  several  months  and  is  subject  to  substantial
uncertainty and risks beyond our control.  If these assumptions prove incorrect,
the  duration  of  the  time  period  during  which  LaserSight  could  continue
operations  could be  materially  shorter.  We  continue to face  liquidity  and
capital  resource issues relative to the timing of the successful  completion of
new  sales  compared  to  our  ongoing  payment  obligations.  To  continue  our
operations, we will need to generate increased revenues, collect them and reduce
our expenditures relative to our recent history. While we are working to achieve
these  improved  results,  we cannot assure you that we will be able to generate
increased revenues and collections to offset required cash expenditures. Company
revenues  from the China  Group  were  approximately  $1.9  million in the three
months ended March 31, 2005.  Accounts receivable due from the China Group as of
March 31, 2005 was $1,989,261,  virtually all of the accounts receivable balance
at March 31,  2005.  As of April 25, 2005  $1,329,261  remains  unpaid.  We have
verbal promises from the China Group to pay the accounts  receivable balance but
no guarantee  that payment will be made on time or at all. The loss of the China
Group as a customer  or the  non-payment  or slow  payment of monies owed to the
Company could have a  significant  adverse  effect on the  Company's  ability to
continue as a going concern.

                                 Page 15 of 19
<PAGE>

             On August 30, 2004 the Company  signed a  three-year  note with GE,
which will  expire on June 30,  2007.  The note bears  interest  of 9%.  Certain
covenants  were  modified as follows:  net worth  $750,000,  tangible  net worth
$1,000,000 and minimum quarterly revenues of $1,000,000. GE was issued a warrant
to  purchase  100,000  shares of common  stock at $0.25 per share,  or $0.40 per
share if the China Group converts their DIP loan to equity.  The warrant expires
on June 30,  2008.  The Company is  currently  not in  compliance  with  certain
covenant of the loan agreements. Accordingly all amounts have been classified as
short-term obligations.

         There  can  be  no  assurance  as  to  the  correctness  of  the  other
assumptions  underlying  our business  plan or our  expectations  regarding  our
working capital requirements or our ability to continue operations.

         Our ability to continue  operations  is based on factors  including the
success of our sales efforts in China and in other foreign  countries  where our
efforts will initially be primarily  focused,  increases in accounts  receivable
and inventory purchases when sales increase,  the uncertain impact of the market
introduction  of our  AstraMax  diagnostic  workstations,  and  the  absence  of
unanticipated product development and marketing costs.

         Our expectations  regarding future working capital requirements and our
ability to continue operations are based on various factors and assumptions that
are subject to  substantial  uncertainty  and risks beyond our  control,  and no
assurances  can be  given  that  these  expectations  will  prove  correct.  The
occurrence of adverse  developments  related to these risks and uncertainties or
others could result in LaserSight incurring unforeseen expenses, being unable to
generate additional sales, to collect new and outstanding  accounts  receivable,
to control expected  expenses and overhead,  or to negotiate  payment terms with
creditors, and we would likely be unable to continue operations.


Item 3.  Controls and Procedures.

The Company  maintains  disclosure  controls and procedures that are designed to
ensure that information  required to be disclosed in our Exchange Act reports is
recorded,  processed,  summarized and reported within the time periods specified
in the  Securities  and  Exchange  Commission's  rules  and  forms and that such
information is accumulated and  communicated  to our  management,  including our
Chief Executive Officer and Chief Financial  Officer,  as appropriate,  to allow
for timely decisions regarding required disclosure.  In designing and evaluating
the disclosure controls and procedures,  management recognizes that any controls
and  procedures,  no matter how well  designed  and  operated,  can provide only
reasonable assurance of achieving the desired control objectives, and management
is required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.

We carry out a variety of on-going  procedures,  under the  supervision and with
the  participation of our management,  including our Chief Executive Officer and
our Chief Financial  Officer,  to evaluate the  effectiveness  of the design and
operation of our disclosure controls and procedures. Our Chief Executive Officer
and Chief Financial Officer have concluded that such controls and procedures are
currently effective at the reasonable assurance level.

                           PART II - OTHER INFORMATION

Item 1        Legal Proceedings.

Certain  legal  proceedings  against  LaserSight  are described in Item 3 (Legal
Proceedings) of  LaserSight's  Form 10-KSB for the year ended December 31, 2004,
and in Note 9 to the Financial Statements in Part I, Item 1 of this report.

Item 2        Unregistered Sales of Equity Securities and Use of Proceeds.

                                 Not applicable.



                                 Page 16 of 19
<PAGE>

Item 3        Defaults Upon Senior Securities.

                  On September 5, 2003 the Company filed a Chapter 11 bankruptcy
petition.  The Company had been in default under its loan agreements with GE. On
August 30, 2004 the Company signed a three-year  note expiring on June 30, 2007.
The note bears interest of 9%. Certain  covenants were modified as follows:  net
worth $750,000,  tangible net worth $1,000,000 and minimum quarterly revenues of
$1,000,000.  GE was issued a warrant to purchase  100,000 shares of common stock
at $0.25 per share,  or $0.40 per share if the China  Group  converts  their DIP
loan to equity.  The warrant  expires on June 30, 2008. The Company is currently
not in  compliance  with  certain  covenant  of the loan  agreements  [and  may,
therefore,  be deemed  to be in  default].  Accordingly  all  amounts  have been
classified as short-term obligations.

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

              Not  applicable.  However,  proxy  materials  were  mailed to
         security  holders on March 28, 2005 with respect to the annual  meeting
         of stockholders to be held on April 26, 2005. Such materials were filed
         with the Commission on March 24, 2005.

Item 5            Other Information.

                  Not applicable.

Item 6            Exhibits.

Exhibit
-------
Number            Description
-------


  3.1    Certificate of  Incorporation,  as amended (filed as Exhibit 3.1 to the
         Company's Form 10-Q filed on November 14, 2002, and incorporated herein
         by this reference).

  3.2    Bylaws,  as amended  (filed as Exhibit 3.2 to the Company's Form 10-Q/A
         filed on November 21, 2002, and incorporated herein by this reference).

  3.3   Certificate of Amendment to Certificate of Incorporation, as amended on
         March 2, 2005  (filed as Exhibit  10.11 to the  Company's  Form  10-KSB
         filed on March 23, 2005 and incorporated herein by this reference).

  4.1    Rights  Agreement,  dated as of July 2, 1998,  between  the Company and
         American  Stock  Transfer  & Trust  Company,  as  Rights  Agent,  which
         includes  (i)  as  Exhibit  A  thereto  the  form  of   Certificate  of
         Designation of the Series E Junior Participating  Preferred Stock, (ii)
         as  Exhibit  B  thereto  the  form  of  Rights  Certificate   (separate
         certificates  for  the  Rights  will  not be  issued  until  after  the
         Distribution  Date),  and (iii) as  Exhibit C thereto  the  Summary  of
         Stockholder  Rights  Agreement  (filed as Exhibit 99.1 to the Company's
         Form  8-K  filed  on July 8,  1998,  and  incorporated  herein  by this
         reference).

 10.1    Non-Exclusive License Agreement between the Company and WaveLight Laser
         Technologie  AG, dated February 24, 2005,  and effective  March 3, 2005
         (filed herewith).

 11      Statement Re:  Computation of Per Share Earnings (included in Financial
         Statements in Part I, Item 1, of this report).

 31.1    Certifications  of Chief Executive  Officer  pursuant to Rule 13a-14(a)
         (filed herewith).

 31.2    Certifications  of Chief Financial  Officer  pursuant to Rule 13a-14(a)
         (filed herewith).

 32      Certifications  of Chief Executive  Officer and Chief Financial Officer
         pursuant to Section 1350 (filed herewith).




                                 Page 17 of 19
<PAGE>



                                   SIGNATURES
                                   ----------

         In  accordance  with  the  requirements  of  the  Exchange  Act  ,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                                    LaserSight Incorporated

Dated: April 25, 2005               By:   /s/ Danghui ("David") Liu
                                          -------------------------
                                           Danghui ("David") Liu, President,
                                           Chief Executive Officer and Director

Dated: April 25, 2005               By:    /s/ Dorothy M. Cipolla
                                          -------------------------
                                              Dorothy M. Cipolla,
                                              Chief Financial Officer













                                 Page 18 of 19
<PAGE>


                                INDEX TO EXHIBITS

Exhibit
Number                             Description
------   -------------------------------------------------------------------

11       Statement of Computation of Loss Per Share (Included in Financial
         Statements in Part I, Item 1 hereto)
31.1     Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)
31.2     Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)
32       Certifications of CEO and CFO Pursuant to Section 1350



                                 Page 19 of 19