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 June 30, 2004

                                       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
                                 --------------
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
Yes   X            No
   -------           -------
Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act
Yes                No   X
   -------           -------
Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.
Yes   X           No
   -------           -------

The number of shares of the registrant's common stock outstanding as of August
14, 2003 is 27,841,941. As detailed herein, the Company filed Chapter 11
bankruptcy on September 5, 2003. As a result of the bankruptcy, the company
canceled these shares and issued 9,997,195 new shares on June 30, 2004. As of
November 30, 2004, there are 9,997,195 common shares outstanding.

<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-K for
the year ended December 31, 2003. 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>
<S>       <C>                                                                                   <C>

                                      INDEX
                                                                                                PAGE
PART I.   FINANCIAL INFORMATION

<         Item 1.  Condensed Consolidated Financial Statements

                   Condensed Consolidated Balance Sheet  as of June 30, 2004                       3

                   Condensed  Consolidated  Statements of Operations  for the Three Month
                   Periods and Six Month Periods Ended June 30, 2004 and 2003                      4

                   Condensed  Consolidated  Statements  of Cash Flows for the Six Month
                   Periods Ended June 30, 2004 and 2003                                            5

                   Notes to Condensed Consolidated Financial Statements                            6



          Item 2.  Management's  Discussion  and  Analysis  of  Financial  Condition  and
                   Results of Operations                                                          11




          Item 3.  Controls and Procedures                                                        17

PART II.  OTHER INFORMATION

          Item 1.  Legal Proceedings                                                              18

          Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                    18

          Item 3.  Defaults Upon Senior Securities                                                18

          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 20


<PAGE>

                         PART I - FINANCIAL INFORMATION
ITEM 1 -  FINANCIAL STATEMENTS
                    LASERSIGHT INCORPORATED AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET

                                                                       June 30,
                             ASSETS                                        2004
                                                                  -------------
Current assets:                                                      (Unaudited)
  Cash and cash equivalents ..................................... $     798,268
  Accounts receivable - trade, net ..............................       738,747
  Notes receivable - current portion, net .......................        85,719
  Inventories ...................................................     2,706,660
  Other current assets ..........................................        40,178
                                                                  -------------
                             Total Current Assets ...............     4,369,572

Property and equipment, net .....................................       124,246
Patents and acquired intangibles, net ...........................       466,670
Other assets, net ...............................................       612,807
                                                                  -------------
                                                                  $   5,573,295
                                                                  =============
        LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Notes payable, current portion ................................ $   2,105,740
  Accounts payable ..............................................       120,295
  Accrued expenses ..............................................       309,621
  Accrued Warranty ..............................................       235,500
  Deferred revenue ..............................................     1,039,240
                                                                  -------------
                            Total Current Liabilities ...........     3,810,396

Deferred royalty revenue ........................................     4,333,081
Note payable, long term portion .................................       100,374
Note Payable DIP Financing - related party.......................     1,000,000
Commitments and contingencies
Stockholders' equity (deficit):
Convertible preferred stock, par value $.001 per share;
authorized 10,000,000 shares: Series H - 0 issued and outstanding             -

Common stock - par value $.001 per share; authorized 100,000,000
shares; 9,997,195 (8,863,195 issued, 1,134,000 to be issued
pending a creditor objection to claim) ..........................         9,997
Additional paid-in capital ......................................   104,618,070
Accumulated deficit .............................................  (108,298,623)
                                                                  -------------
                                                                     (3,670,556)
                                                                  -------------
                                                                  $   5,573,295
                                                                  =============

   See accompanying notes to the condensed consolidated financial statements.




                                  Page 3 of 20
<PAGE>
<TABLE>
<CAPTION>

                    LASERSIGHT INCORPORATED AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<S>                                                         <C>             <C>             <C>             <C>
                                                                  (Unaudited)                     (Unaudited)
                                                                 Three Months Ended             Six Months Ended
                                                               June 30,                      June 30,
                                                            ----------------------------- -----------------------------
                                                                2004           2003           2004           2003
                                                            ----------------------------- -----------------------------
Revenues:
    Products (1).........................................   $    938,856    $  1,595,642    $  3,005,368    $  3,681,797
    Royalties ...........................................        234,810         234,810         469,620         469,620
                                                            ------------    ------------    ------------    ------------
                                                               1,173,666       1,830,452       3,474,988       4,151,417
Cost of revenues:
    Product cost ........................................        938,994       4,539,718       2,027,428       5,885,262
                                                            ------------    ------------    ------------    ------------
Gross profit (loss)......................................        234,672      (2,709,266)      1,447,560      (1,733,845)

Research and development and regulatory expenses ........         39,922          96,800          92,604         293,299

Other general and administrative expenses ...............        898,235       3,453,091       1,518,236       5,881,613
Selling-related expenses ................................        133,915         586,287         354,703       1,204,067
Amortization of intangibles .............................          8,379         115,059          16,758         230,118
Impairment of patents ...................................              -       4,098,607               -       4,098,607
                                                            ------------    ------------    ------------    ------------
                                                               1,040,529       8,253,044       1,889,697      11,414,405
                                                            ------------    ------------    ------------    ------------

Income (loss) from operations ...........................       (845,779)    (11,059,110)       (534,741)    (13,441,549)
Other income and expenses:
Interest and other income ...............................         51,588          11,357          55,642          37,972
Interest expense ........................................       (178,921)        (43,000)       (229,822)       (155,628)
                                                            ------------    ------------    ------------    ------------

Income (loss) before income tax benefit .................       (973,112)    (11,090,753)       (708,921)    (13,559,205)
Income tax benefit ......................................              -               -               -         (57,708)
                                                            ------------    ------------    ------------    ------------
Net income(loss) before extinguishment of debt ..........       (973,112)    (11,090,753)       (708,921)    (13,501,497)
Gain on extingushment of debt ...........................     15,287,634               -      15,287,634               -
                                                            ------------    ------------    ------------    ------------
Net income (loss) before conversion discount on preferred     14,314,522     (11,090,753)     14,578,713     (13,501,497)

Conversion discount on preferred stock ..................              -        (483,837)              -        (959,698)
                                                            ------------    ------------    ------------    ------------
Income (loss) attributable to common shareholders .......   $ 14,314,522    $(11,574,590)   $ 14,578,713    $(14,461,195)
                                                            ============    ============    ============    ============
Income (loss) per common share
Basic: ..................................................           0.52           (0.42)           0.53           (0.52)
                                                            ============    ============    ============    ============
Diluted: ................................................           0.31           (0.42)           0.32           (0.52)
                                                            ============    ============    ============    ============

Weighted average number of shares outstanding
Basic: ..................................................     27,644,000      27,842,000      27,743,000      27,842,000
                                                            ============    ============    ============    ============
Diluted: ................................................     45,999,000      27,842,000      46,201,000      27,842,000
                                                            ============    ============    ============    ============

(1) - (including revenues from related parties of $ 853,291,$ 1,188,733,$ 2,730,910 and $ 2,882,769, respectively)

</TABLE>




See accompanying notes to the condensed consolidated financial statements.






                                  Page 4 of 20
<PAGE>


                    LASERSIGHT INCORPORATED AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                     SIX MONTHS ENDED JUNE 30, 2004 AND 2003
                                   (Unaudited)

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

                                                                2004              2003
                                                            ------------    ------------
Cash flows from operating activities
Net income (loss) .......................................   $ 14,578,713    $(13,501,497)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization ...........................         67,730         486,563
Provision for uncollectable accounts ....................              -       3,790,201
Write off of inventory ..................................              -       3,588,040
Impairment of patents ...................................              -       4,098,607
Stock options issued for services .......................              -           4,251
Additions to notes payable for fees & penalities ........        305,211               -
Gain on extinguishment of debt ..........................    (15,287,634)              -
Changes in assets and liabilities:
   Accounts and notes receivable ........................       (744,075)      1,263,149
   Inventories ..........................................        655,325         925,161
   Accounts payable .....................................        141,124         499,261
   Accrued expenses .....................................        140,322      (3,116,048)
   Deferred revenue .....................................       (469,620)      1,279,296
   Other ................................................       (234,411)         52,430
                                                            ------------    ------------

Net cash used in operating activities ...................       (847,315)       (630,946)

Cash flows from investing activities
Purchases of property and equipment, net ................       (109,689)        (13,897)
                                                            ------------    ------------

Net cash used in investing activities ...................       (109,689)        (13,897)

Cash flows from financing activities
 Payments on debt financing .............................        (59,701)       (130,000)
 Prcoeeds on DIP financing ..............................      1,250,000               -
 Proceeds from stock subscription receivable ............              -          32,336
                                                            ------------    ------------

Net cash provided by/(used in) financing activities .....      1,190,299         (97,664)
                                                            ------------    ------------

Increase (Decrease) in cash and cash equivalents ........        233,295        (742,507)

Cash and cash equivalents, beginning of period ..........        564,973       1,065,778
                                                            ------------    ------------

Cash and cash equivalents, end of period ................   $    798,268    $    323,271
                                                            ============    ============

</TABLE>



   See accompanying notes to the condensed consolidated financial statements.


                                  Page 5 of 20
<PAGE>

                    LASERSIGHT INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            Three and Six Month Periods Ended June 30, 2004 and 2003


NOTE 1   BASIS OF PRESENTATION

         The accompanying unaudited, consolidated financial statements of
         LaserSight Incorporated and subsidiaries ("LaserSight" or the
         "Company") as of June 30, 2004, and for the three-month and six-month
         periods ended June 30, 2004 and 2003, have been prepared in accordance
         with accounting principles generally accepted in the United States 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
         operation.

         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 consolidated
         financial statements do not include any adjustments that might result
         from the outcome of this uncertainty.

         The 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 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-K for
         the year ended December 31, 2003. In the opinion of management, the
         consolidated financial statements include all adjustments necessary 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 loss other than the Company's
         consolidated net income (loss) for the three and six month periods
         ended June 30, 2004 and 2003. The results of operations for the three
         and six month periods ended June 30, 2004 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. 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 2003 Annual Report on Form 10-K, 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

         Basic  income or loss 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  loss 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
         include  options,  warrants to purchase  Common Stock,  and convertible


                                  Page 6 of 20

<PAGE>

         Preferred Stock and are included in the computation  using the treasury
         stock 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 LSI                   1,116,000
                 Creditors of LST                   1,134,000 (1)
                 Old Preferred Stockholders           360,000
                 Old common stockholders              539,997 (2)
                 Cancel treasury stock                 (2,802)
                 Conversion of $1 million DIP
                 Financing                          6,850,000
                                                   ----------
                                                    9,997,195

            o  (1) These  shares  will be  issued  upon the  resolution  of a
                   creditor objection to claim.

            o  (2) The old common stock was converted at a ratio of 51.828 to 1.

         The following table presents earnings per share figures as if the
         reorganization of the capital structure had taken place as of the
         beginning of the first period presented.
<TABLE>
<CAPTION>
<S>                                            <C>         <C>        <C>        <C>
                                                Three Months Ended     Six Months Ended
                                                     June 30,               June 30,
                                             --------------------- ---------------------
                                                 2004        2003       2004       2003
                                                 ----        ----       ----       ----
         Net income (loss) per common
         share - basic and diluted .......      $1.43      ($1.16)     $1.46     ($1.45)

         Weighted average number of
         common shares outstanding - basic
         and diluted .....................   9,997,195  9,997,195  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,  net of  reserves,  at June  30,  2004 and
         December 31, 2003 are summarized as follows:

                                       June 30, 2004      December 31, 2003
                                       -------------      -----------------

              Raw materials            $   2,075,785          2,749,988
              Work-in-process                630,875            611,997
                                       -------------          ---------
                                       $   2,706,660          3,361,985
                                       =============          =========

NOTE 5   AMENDED LOAN AGREEMENT

         On June 20, 2003 the Company announced that it had been advised by
         Heller Healthcare Finance, Inc ("Heller") and GE Healthcare Financial
         Services, Inc., as successor-in-interest to Heller (collectively "GE"),
         that its loans to the Company were in default due to an adverse
         material change in the financial condition and business operations of
         the Company. The Company continued to negotiate with GE and 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 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
         vendor, accordingly, the outstanding loan balance is classified as a
         current liability.


NOTE 6   CHINA BACKGROUND

         The Company had been in continuous negotiations with the China Group to
         secure  immediate  cash payments for the purchase of Company  products,
         further define the terms of a long term strategy for the Company in

                                  Page 7 of 20
<PAGE>

         China,  and to outline a framework for  additional  product  purchases.
         Further background on the China Group:

         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.

         NIMD  purchased more than $7.5 million value of  LaserSight's  products
         and services after it was engaged in the exclusive distributorship with
         LaserSight  and before  LaserSight  went into  Chapter  11. In the past
         decade, NIMD invested and operated more than 20 PRK/LASIK excimer laser
         refractive  surgery centers in joint venture with the most  prestigious
         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, and NII's CEO).
         NIIC with NIMD,  pioneers in the laser  refractive  surgery industry in
         China, introduced Schwind's excimer lasers into Mainland China in early
         1990's.

         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 and the
         China Group owns 72% of the Company. Revenues to the China Group were
         $2.7 million and $2.9 million in the six months ended June 30, 2004 and
         2003, respectively. Accounts receivable due from the China Group as of
         June 30, 2004 was $956,189. The loss of the China Group as a customer
         would have an significant adverse effect on the Company's ability to
         continue as a going concern.


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 and six months ended June 30, 2004.
         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:

<TABLE>
<CAPTION>
<S>                                                                         <C>                <C>
                                                                                  Three months ended:
                                                                                  ------------------
                                                                            June 30, 2004     June 30, 2003

         Net income (loss), as reported                                     $ 14,314,521       (11,090,753)
         Deduct: Total stock-based employee
             compensation expense determined under
             fair value based method for all awards,
             net of related tax effects                                               --          (190,527)
                                                                            ------------       -----------
         Pro forma net income (loss)                                          14,314,521       (11,281,280)

         Conversion discount on preferred stock                                       --          (483,837)
                                                                            ------------       -----------
         Pro forma income (loss) attributable to common shareholders          14,314,521       (11,765,117)
                                                                            ============       ===========
         Basic income (loss) per share:
             As reported                                                          $ 0.52            (0.42)
                                                                                  ======            =====
             Pro forma                                                              0.52            (0.42)
                                                                                  ======            =====
         Diluted income (loss) per share:
             As reported                                                          $ 0.31            (0.42)
                                                                                  ======            =====
             Pro forma                                                              0.31            (0.42)
                                                                                  ======            =====


                                  Page 8 of 20
<PAGE>

                                                                                   Six months ended:
                                                                                   ----------------
                                                                            June 30, 2004     June 30, 2003

         Net income (loss), as reported                                     $ 14,578,713       (13,501,498)
         Deduct: Total stock-based employee
             compensation expense determined under
             fair value based method for all awards,
             net of related tax effects                                               --          (381,054)
                                                                            ------------       -----------
         Pro forma net income (loss)                                          14,578,713       (13,882,552)

         Conversion discount on preferred stock                                       --          (959,698)
                                                                            ------------       -----------
         Pro forma income (loss) attributable to common shareholders          14,578,713       (14,842,250)
                                                                            ============       ===========
         Basic income (loss) per share:
             As reported                                                          $ 0.52            (0.52)
                                                                                  ======            =====
             Pro forma                                                              0.52             (0.53)
                                                                                  ======            =====
         Diluted income (loss) loss per share:
             As reported                                                          $ 0.32            (0.49)
                                                                                  ======            =====
             Pro forma                                                              0.32            (0.51)
                                                                                  ======            =====
</TABLE>

NOTE 8   CONTINGENCIES


         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. Under Chapter 11, certain claims against the Company
         in existence  prior to the filing of the petitions for relief under the
         federal bankruptcy laws are stayed while the Company continues business
         operations as Debtor-in-possession.  These claims were reflected in the
         December  31,  2003   balance   sheet  as   "liabilities   subject  to
         compromise."  Additional claims (liabilities subject to compromise) may
         arise  subsequent  to the  filing  date  resulting  from  rejection  of
         executory  contracts,  including leases,  and from the determination by
         the court (or agreed to by parties in interest)  of allowed  claims for
         contingencies  and other disputed  amounts.  Claims secured against the
         Company's  assets  ("secured  claims")  also are stayed,  although  the
         holders of such claims have the right to move the court for relief from
         the stay. The majority of secured claims are held by Heller  Healthcare
         Finance,   Inc.,  and  GE  Healthcare  Financial  Services,   Inc.,  as
         successor-in-interest to Heller (collectively "GE").

         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 million at
         June 30,  2004.  Cash flows were  positive  during the six month period
         ended  June 30,  2004.  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  for the
         treatment of various  procedures on 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.


         Even with the Chapter 11 protection, 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. These consolidated
         financial statements include substantial re-structuring charges
         recorded during the second quarter of 2003 necessary to reflect the
         diminution of asset carrying values and the Company's re-focus of its
         products to core product lines.

         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.


                                  Page 9 of 20
<PAGE>


         On June 30, 2004, the Company cancelled all outstanding stock, options
         and warrants and issued 9,997,195 new shares of common stock. The
         shares were distributed as follows:

         Creditors of LSI                   1,116,000
         Creditors of LST                   1,134,000 (1)
         Old Preferred Stockholders           360,000
         Old common stockholders              539,997 (2)
         Cancel treasury stock                 (2,802)
         Conversion of $1 million DIP
         Financing                          6,850,000
                                         ------------
                                            9,997,195

         (1) These shares were issued in January of 2005, after a creditor
         objection to claim was settled.

         (2) The old common stock was converted at a ratio of 51.828 to 1. Due
         to rounding on conversion only 539,997 shares were 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


         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 stock value per shares is the same amount as the $1,000,000 of DIP
         financing converted to equity.

         $270,000 and $307,000 were paid for bankruptcy related professional
         fees for legal, financial advisor, bankruptcy trustee, transfer agent,
         new stock certificates, priority claims, printing and postage for the
         three and six months ended June 30, 2004, respectively.

         As disclosed in the Company's Form 10-K filed for the year ended
         December 31, 2003, the Company was involved in various litigations,
         some of which were resolved as part of the September 2003 Chapter 11
         bankruptcy filing.

         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.

         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 9            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.





<TABLE>
<CAPTION>

         The table below summarizes information about reported segments as of
         and for the three months ended June 30:

<S>                                 <C>               <C>             <C>                  <C>
                                Operating       Operating Profit                   Depreciation and        Capital
                                 Revenues          (Loss)              Assets         Amortization      Expenditures
                                 --------          ------              ------         ------------      ------------
2004
Operating  segments:
     Refractive products            938,856           (981,436)       4,963,123            28,680                 -
     Patent services                234,810            234,810                -                 -                 -
     General corporate                    -            (99,153)         610,172                 -                 -
                            ----------------------------------------------------------------------------------------
Consolidated total                1,173,666           (845,779)       5,573,295            28,680                 -
                            ========================================================================================

2003
Operating  segments:
     Refractive products          1,595,642        (10,750,424)       7,367,687         2,233,896            13,897
     Patent services                234,810            234,810                -                 -                 -
     General corporate                    -           (543,496)         320,949               141                 -
                            ----------------------------------------------------------------------------------------
Consolidated total                1,830,452        (11,059,110)       7,688,636         2,234,037            13,897
                            ========================================================================================

         The table below summarizes information about reported segments as of
         and for the six months ended June 30:



                                Operating       Operating Profit                   Depreciation and        Capital
                                 Revenues          (Loss)              Assets         Amortization      Expenditures
                                 --------          ------              ------         ------------      ------------
2004
Operating  segments:
     Refractive products          3,005,368           (840,326)       4,963,123            67,730           109,689
     Patent services                469,620            469,620                -                 -                 -
     General corporate                    -           (164,035)         610,172                 -                 -
                            ----------------------------------------------------------------------------------------
Consolidated total                3,474,988           (534,741)       5,573,295            67,730           109,689
                            ========================================================================================

2003
Operating  segments:
     Refractive products          3,681,797        (12,734,832)       7,367,687           486,281            13,897
     Patent services                469,620            469,620                -                 -                 -
     General corporate                    -         (1,176,337)         320,949               282                 -
                            ----------------------------------------------------------------------------------------
Consolidated total                4,151,417        (13,441,549)       7,688,636           486,563            13,897
                            ========================================================================================

</TABLE>

                                 Page 10 of 20
<PAGE>


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

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
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-K FOR THE YEAR ENDED DECEMBER 31,
2003, 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 REPORTON FORM 10-K 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 and currently have an installed base of approximately 420
laser systems, including over 230 of our LaserScan LSX(TM) laser systems. 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. In August
2002, we executed definitive agreements relating to our China Transaction (see
"China Transaction").

Bankruptcy


       On September 5, 2003 the company filed for Chapter 11 bankruptcy
protection and reorganization. Under Chapter 11, certain claims against the
Company in existence prior to the filing of the petitions for relief are stayed
while the Company continues business operations as debtor-in-possession. 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 $15.6 million during the three months ended June 30, 2004.
Additionally, the Company recognized charges of approximately $7.0 million
during 2003 for patent impairments, inventory and accounts receivable 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 $5.4 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 an additional 6,850,000 common
shares. $270,000 and $307,000 were paid for bankruptcy related professional fees
for legal, financial advisor, bankruptcy trustee, transfer agent, new stock
certificates, priority claims, printing and postage for the three and six months
ended June 30, 2004, respectively.

                                 Page 11 of 20
<PAGE>

China Transaction

       In February 2004, we received a commitment to purchase at least $12.0
million of our products during the 12-month period ending February 2005, and
distribute our products in Mainland China, Hong Kong, Macao and Taiwan.
presentation of shipping documents. The Company started shipping products under
From February 2004 through June 30, 2004, approximately $2.9 million of products
were sold under these agreements and subsequent modifications. The purchase
agreement provides for two one year extensions.

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.

<TABLE>
<CAPTION>

<S>                                            <C>          <C>            <C>          <C>      <C>            <C>
                                                                                                 Percent Increase (Decrease)
                                                         As a Percentage of Net Sales                Over Prior Periods
                                                         ----------------------------                ------------------

                                                   Three Months                Six Months        Three Months    Six Months
                                                      Ended                       Ended             Ended           Ended
                                                     June 30,                    June 30,          June 30,        June 30,
                                                2004         2003           2004          2003   2004 vs. 2003  2004 vs. 2003
                                                ----         ----           ----          ----   -------------  -------------
Statement of Operations Data:
Net Revenues:
   Refractive products ...............          80.0%         87.2%         86.5%         88.7%         -41.2%         -18.4%
   Patent services ...................          20.0%         12.8%         13.5%         11.3%           0.0%           0.0%
                                               -----         -----         -----         -----         ------         ------
       Net Revenues ..................         100.0%        100.0%        100.0%        100.0%         -35.9%         -16.3%
Cost of Revenue ......................          80.0%        248.0%         58.3%        141.8%         -79.3%         -65.6%
                                               -----         -----         -----         -----         ------         ------
Gross Profit (1) .....................          20.0%       -148.0%         41.7%        -41.8%        -108.7%        -183.5%
Research, development and ............                                                                  -58.8%         -68.4%
   regulatory expenses (2 ............           3.4%          5.3%          2.7%          7.1%
Other general and administrative .....                                                                  -74.0%         -74.2%
   expenses ..........................          76.5%        188.6%         43.7%        141.7%
Impairment of patents ................           0.0%        223.9%          0.0%         98.7%        -100.0%        -100.0%
Selling-related expenses (3) .........          11.4%         32.0%         10.2%         29.0%         -77.2%         -70.5%

Amortization of intangibles ..........           0.7%          6.3%          0.5%          5.5%         -92.7%         -92.7%
                                               -----         -----         -----         -----         ------         ------
Loss from continuing operations ......         -72.1%       -380.3%        -15.4%       -225.1%         -92.4%         -96.0%


</TABLE>

(1)    As a percentage of net revenues, the gross profit for refractive products
       only for the three months ended June 30, 2004 and 2003, and the six
       months ended June 30, 2004 and 2003, were 0%, (185)%, 33% and (60)%,
       respectively.

(2)    As a percentage of refractive product net sales, research, development
       and regulatory expenses for the three months ended June 30, 2004 and
       2003, and the six months ended June 30, 2004 and 2003, were 4%, 6%, 3%
       and 8%, respectively.

(3)    As a percentage of refractive product net sales, selling-related expenses
       for the three months ended June 30, 2004 and 2003, and the six months
       ended June 30, 2004 and 2003, were 14%, 37%, 12% and 33%, respectively.



Three Months Ended June 30, 2004, Compared to Three Months Ended June 30, 2003

       Revenues. Net revenues for the three months ended June 30, 2004 decreased
by $657,000, or 36%, to $1.2 million from $1.8 million for the comparable period
in 2003.

       During the three months ended June 30, 2004 refractive products revenues
decreased $657,000, or 41%, to $0.9 million from $1.6 million for the comparable
period in 2003. This revenue decrease was primarily the result of lower sales of


                                 Page 12 of 20
<PAGE>

parts for laser systems. During the three months ended June 30, 2004, excimer
laser system sales accounted for approximately $0.7 million in revenues compared
to $0.9 million in revenues over the same period in 2003. During the three
months ended June 30, 2004, 3 laser systems were sold compared to four laser
systems for the comparable period in 2003.

       Net revenues from patent services for the three months ended June 30,
2004 remained the same at $235,000 for the comparable period in 2003.

       Geographically, China has become our most significant market with $0.9
million in revenue during the three months ended June 30, 2004, as compared to
$1.2 million for the three months ended June 30, 2003.

       Cost of Revenues; Gross Profit. For the three months ended June 30, 2004
and 2003, gross profit margins were 20% and (148%), respectively. The gross
margin increase during the three months ended June 30, 2004 was primarily a
charge of $3.6 million  which was recorded for inventory obsolescence reserve
during the three months ended June 30,2003. The Company's reorganization plan,
as confirmed by the bankruptcy court, called for a refocus of the Company's
products lines and the reduction of keratome and other obsolete inventory.

       Research, Development and Regulatory Expenses. Research, development and
regulatory expenses for the three months ended June 30, 2004 decreased
approximately $57,000, or 59%, to $40,000 from $97,000 for the comparable period
in 2003. While decreasing our salary and consulting expenses, we continued to
develop our AstraMax diagnostic workstation.

       Other General and Administrative Expenses. Other general and
administrative expenses for the three months ended June 30, 2004 decreased $2.6
million, or 74%, to $0.9 million from $3.5 million for the comparable period in
2003. This decrease was primarily due to a decrease of approximately $1.5
million related to cost reductions to the sales and marketing, customer support,
and administration, a $0.1 reduction in depreciation expense and a reduction of
$1.0 million in bad debt expense.

       Selling-Related Expenses. 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.
Commissions and royalties, in particular, can vary significantly from sale to
sale or period to period depending on the location and terms of each sale.
Selling-related expenses for the three months ended June 30, 2004 decreased $0.5
million, or 77%, to $134,000 from $586,000 during the comparable period in 2002.
This decrease was primarily attributable to a $0.4 million decrease in costs of
license fees, and a decrease of $0.1 million of warranty expense primarily
related to the terms on our excimer laser systems and on shipping expenses
related to the cost of shipping our finished products.

       Amortization of Intangibles. Costs relating to the amortization of
intangibles for the three months ended June 30, 2004 decreased $107,000, or 93%,
to $8,000 from $115,000 during the comparable period in 2002. Items directly
related to the amortization of intangible assets are acquired technologies,
patents and license agreements. During 2003, the Company wrote off approximately
$4.1 million of impaired intangibles, leaving approximately $500,000 of
un-impaired intangibles. Accordingly, the Company expects future amortization
amounts to be minimal, although the Company will continue to review the carrying
values for further impairments on a periodic basis.


       Impairment of Patents. In the second quarter of 2003 the Company recorded
an impairment loss of approximately $4.1 million related to Keratome, acquired
technology and diagnostic patents. Management decided to write-off the assets
due to a lack of a potential market for its acquired technology.

       Loss From Operations. The operating loss for the three months ended June
30, 2004 was $846,000 compared to the operating loss of $11.1 million for the
same period in 2003. This decrease is a result of $4.1 million charge for
impairment of patents in 2003 and $3.6 million in inventory write off in 2003.

                                 Page 13 of 20
<PAGE>

       Other Income and Expenses. Interest and other income for the three months
ended June 30, 2004 was $52,000, a decrease of $40,000 over the comparable
period in 2003. Interest and other income were earned from the investment of
cash and cash equivalents and the collection of long-term receivables related to
laser system sales. During the three months ended June 30, 2004, interest
expense increased by $136,000, or 316%, from $43,000 to $179,000 as a result of
increased borrowings and penalties and fees as part of our re-structuring.

       Income Taxes. During the three months ended June 30, 2004 and 2003, there
was no income tax expense.

       Gain on Forgiveness of Debt. During three months ended June 30, 2004, a
gain on forgiveness of debt was recognized of $15.3 million. Amounts written off
included: accounts payable, license fees, warranty obligations, contract fees
and other accrued expenses.

       Net Income(Loss). Net income for the three months ended June 30, 2004,
was $14.3 million compared to a net loss of $11.1 million for the comparable
period in 2003. The decrease in net loss for the three months ended June 30,
2004 can be primarily attributed to the gain on forgiveness of debt related to
the Chapter 11 bankruptcy petition.

       Income(Loss) Per Share. The income per basic and diluted share was $0.52
and $0.31 for the three months ended June 30, 2004 and ($0.42) for the
comparable period in 2003. However, as previously announced the Company canceled
all of the common and preferred stock outstanding, including options and
warrants, at June 30, 2004. On June 30, 2004 the Company issued 9,997,195 new
common shares.

Six Months Ended June 30, 2004, Compared to Six Months Ended June 30, 2003

       Revenues. Net revenues for the six months ended June 30, 2004 decreased
by $0.7 million, or 16%, to $3.5 million from $4.2 million for the comparable
period in 2003.

       During the six months ended June 30, 2004, refractive products revenues
decreased $0.7 million, or 18%, to $3.0 million from $3.7 million for the
comparable period in 2003. This revenue decrease was primarily the result of
lower parts revenue. During the six months ended June 30, 2004, excimer laser
system sales accounted for approximately $2.4 million in revenues compared to
$2.3 million in revenues over the same period in 2003. During the six months
ended June 30, 2004 and 2003, 11 laser systems were sold.

       Net revenues from patent services for the six months ended June 30, 2004
remained the same at $470,000 for the comparable period in 2003.

       Geographically, China has become our most significant market with $2.7
million in revenue during the six months ended June 30, 2004, from $2.9 million
for the comparable period in 2003. We expect China to continue as our most
significant market.

       Cost of Revenues; Gross Profit. For the six months ended June 30, 2004
and 2003, gross profit margins were 43% and (42%) respectively. The gross margin
increase during the six months ended June 30, 2004 was primarily a charge of
$3.6 million which was recorded for inventory obsolescence reserve during the
six months ended June 30, 2003. The Company's reorganization plan, as confirmed
by the bankruptcy court, called for a refocus of the Company's products lines
and the reduction of keratome and other obsolete inventory.


       Research, Development and Regulatory Expenses. Research, development and
regulatory expenses for the six months ended June 30, 2004 decreased
approximately $200,000, or 68%, to $93,000 from $293,000 for the comparable
period in 2003. While decreasing our expenses, we continued to develop our
AstraMax diagnostic workstation.

       Other General and Administrative Expenses. Other general and
administrative expenses for the six months ended June 30, 2004 decreased $4.4
million, or 74%, to $1.5 million from $5.9 million for the comparable period in


                                 Page 14 of 20
<PAGE>

2003. This decrease was primarily due to a decrease in of approximately $ 3.1
million related to cost reductions to the sales and marketing, customer support,
and administration, a $0.2 reduction in depreciation expense and a reduction of
$1.1 million in bad debt expense.

       Selling-Related Expenses. 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.
Commissions and royalties, in particular, can vary significantly from sale to
sale or period to period depending on the location and terms of each sale.
Selling-related expenses for the six months ended June 30, 2004 decreased $0.9
million, or 71%, to $0.4 million from $1.2 million during the comparable period
in 2002. This decrease was primarily attributable to a decrease in license fees
due on our excimer laser system sales.

       Amortization of Intangibles. Costs relating to the amortization of
intangibles for the six months ended June 30, 2004 decreased $213,000, or 93%,
to $17,000 from $230,000 during the comparable period in 2003. Items directly
related to the amortization of intangible assets are acquired technologies,
patents and license agreements. During 2003, as a result of bankruptcy related
re-structuring costs the Company wrote off approximately $4.1 million of
impaired intangibles, leaving approximately $500,000 of un-impaired intangibles.
Accordingly, the Company expects future amortization amounts to be minimal,
although the Company will continue to review the carrying values for further
impairments on a periodic basis.


       Impairment of Patents. In the second quarter of 2003 the Company recorded
an impairment loss of approximately $4.1 million related to Keratome, acquired
technology and diagnostic patents. Management decided to write-off the assets
due to a lack of a potential market for its acquired technology.

       Loss From Operations. The operating loss for the six months ended June
30, 2004 was $0.5 million compared to the operating loss of $13.4 million for
the same period in 2003. In the six months ended June 30, 2003 a $4.1 million
charge was taken for the impairment of patents and $3.6 million of obsolete
inventory was written off.

       Other Income and Expenses. Interest and other income for the six months
ended June 30, 2004 was $56,000, an increase of $18,000 over the comparable
period in 2003. Interest and other income were earned from the investment of
cash and cash equivalents and the collection of long-term receivables related to
laser system sales. During the six months ended June 30, 2004, interest expense
increased by $74,000, or 47%, from $156,000 to $230,000 as a result of increased
borrowings due to bankruptcy related restructuring.

       Income Taxes. For the six months ended June 30, 2004, we had no income
tax expense. For the six months ended June 30, 2003, income tax benefit amounted
to approximately $58,000, which was related to a refund the Company received
from a settlement with the IRS on its 1995 return.

       Gain on Forgiveness of Debt. During three months ended June 30, 2004, a
gain on forgiveness of debt was recognized of $15.3 million. Amount written off
included: accounts payable, license fees, warranty obligations, contract fees
and other accrued expenses.

       Net Income(Loss). Net income for the six months ended June 30, 2004, was
$14.6 million compared to a net loss of $13.5 million for the comparable period
in 2003. The decrease in net loss for the six months ended June 30, 2004 can be
primarily attributed to the gain on forgiveness of debt based on our confirmed
reorganization plan in our Chapter 11 petition.

       Loss Attributable to Common Shareholders. For the six months ended June
30, 2003, the Company's loss attributable to common shareholders was impacted by
the accretion of the value of the conversion discount on the Series H Preferred
Stock. This discount was fully accreted as of December 31,2003. The Series H
Preferred Stock was cancelled as part of the Company's re-organization plan in
bankruptcy.

       Income (Loss) Per Share. The income per basic and diluted share was $0.53
and $0.32 for the six months ended June 30, 2004 and ($0.52) for the comparable
period in 2003. As a result of the September 5, 2003 chapter 11 petition, the
company


                                 Page 15 of 20
<PAGE>

cancelled all of its outstanding common and preferred shares, including options
and warrants. On June 30, 2004 the Company issued 9,997,195 new common shares.

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. Under Chapter 11, certain claims against the
Company in existence prior to the filing of the petitions for relief are stayed
while the Company continues business operations as debtor-in-possession. 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 $15.6 during the three months ended June 30, 2004. Additionally,
the Company recognized charges of approximately $7.0 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. Of these shares 1,134,000 are issuable pending resolution of a
creditor's objection to claim. The Company emerged from bankruptcy with
approximately $0.7 million in unsecured liabilities, approximately $2.1 million
in secured debt to GE, approximately $5.4 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.

       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.

       On March 12, 2001, we established a $3.0 million term loan and $10.0
million revolving credit facility with GE. We borrowed $3.0 million under the
term loan at an annual rate equal to two and one-half percent (2.5%) above the
prime rate. Interest was payable monthly and the loan was required to be repaid
on March 12, 2003. As of June 30, 2004, the outstanding principal on our term
loan is approximately $2.2 million. Under our credit facility, we had the option
to borrow amounts at an annual rate equal to one and one-quarter percent (1.25%)
above the prime rate for short-term working capital needs or such other purposes
as approved by GE. Borrowings were limited to 85% of eligible accounts
receivable related to U.S. sales. Eligible accounts receivable were to be
primarily based on future U.S. sales, which did not increase as a result of our
decision to not actively market our laser in the U.S. until we receive
additional FDA approvals.

                                 Page 16 of 20
<PAGE>

       Borrowings under the loans are secured by substantially all of the
Company's assets. The term loan and credit facility required us to meet certain
covenants, including the maintenance of a minimum net worth. The terms of the
loans originally extended to March 12, 2003. In addition to the costs and fees
associated with the transaction, we issued to GE a warrant to purchase 243,750
shares of common stock at an exercise price of $3.15 per share. The warrant
expired on March 12, 2004. On August 15, 2002, GE provided a waiver of our prior
defaults under our loan agreement pending the funding of the equity portion of
the NIMD transaction. Upon receipt of the equity investment in October 2002,
revised covenants became effective that decreased the required minimum level of
net worth to $2.1 million, decreased minimum tangible net worth to negative $2.8
million and decreased required minimum quarterly revenues during the last two
quarters of 2002 and the first quarter of 2003. In exchange for the waiver and
revised covenants, the Company paid $150,000 in principal to GE upon the receipt
of the equity investment in October 2002 and agreed to increase other monthly
principal payments to $60,000 in October 2002 and to $40,000 during each of
November and December 2002 and January 2003, with the remaining principal due on
March 12, 2003.

       On March 12, 2003, our loan agreement with GE was extended by 30 days
from March 12, 2003 to April 11, 2003. On March 31, 2003, our loan agreement
with GE was amended again. In addition to the amendment, GE waived our failure
to comply with the net revenue covenant for the fourth quarter of 2002. In
exchange for the amendment and waiver, we paid approximately $9,250 in fees to
GE and agreed to increase our monthly principal payments to $45,000 beginning in
April 2003. Revised covenants became effective on March 31, 2003 that decreased
the minimum level of net worth to $1.0 million, minimum tangible net worth to
negative $4.0 million and minimum quarterly net revenue during 2003 to $2.0
million. We agreed to work in good faith with GE to adjust these covenants by
May 31, 2003 based on our first quarter 2003 financial results and our ongoing
efforts to obtain additional cash infusion. As discussed above, On June 20, 2003
LSI announced that it had been advised by GE that its loans to LSI and LST were
in default due to an adverse material change in the financial condition and
business operations of LSI and LST. The Company continued to negotiate with GE
during June and July of 2003, until a new agreement was executed on August 28,
2003 providing for an extension of the loans through January 2005.

       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.

       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.



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


                                 Page 17 of 20
<PAGE>

         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.
         While our Chief Executive Officer and Chief Financial Officer were
         unable to reach a conclusion regarding the effectiveness of our
         disclosure controls and procedures as of June 30, 2004, they 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-K for the year ended
         December 31, 2003.

ITEM 2   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

         On September 5, 2003 the company filed a Chapter 11 bankruptcy
         petition. As a result of this petition, the company canceled all common
         and preferred shares, including options and warrants. On June 30, 2004
         the Company issued 9,997,195 new common shares pursuant to the plan
         approved by the Bankruptcy Court.

ITEM 3   DEFAULTS UPON SENIOR SECURITIES

         On September 5, 2003 the Company filed a Chapter 11 bankruptcy
         petition. As described on Part I, Item 2, the Company had been in
         default under its loan agreements with GE. The company had been in
         continuous negotiations with GE during the term of the bankruptcy and
         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 covenants of
         the loan agreements. Accordingly all amounts have been classified as
         short term obligations

ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not applicable.

ITEM 5   OTHER INFORMATION

         Not applicable.

ITEM 6   EXHIBITS


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

11       Statement of Computation of Loss Per Share (Included in Financial
         Statements in Part I, Item 1 hereof)

                                 Page 18 of 20
<PAGE>

31.1     Certifications of CEO pursuant to Rule 13a-14(a)

31.2     Certifications of CFO pursuant to Rule 13a-14(a)

32       Certifications of CEO and CFO pursuant to Section 1350


                                   SIGNATURES
                                   ----------

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the undersigned has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                     LaserSight Incorporated

Dated: March 22, 2005                By: /s/ Danghui ("David") Liu
                                         ----------------------------
                                          Danghui ("David") Liu, President,
                                          Chief Executive Officer and Director

Dated: March 22, 2005                By:  /s/ Dorothy M. Cipolla
                                         ----------------------------
                                          Dorothy M. Cipolla,
                                          Chief Financial Officer




                                 Page 19 of 20
<PAGE>


                                INDEX TO EXHIBITS
Exhibit
Number                       Description
------        ---------------------------------------------------------

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

                                 Page 20 of 20