UNITED STATES 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 September 30, 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 small business issuer 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 |_|

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes |_| No |X|

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 November 8, 2005 is 9,997,193.

Transitional Small Business Disclosure Format (Check one):
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>
<S>                                                                              <C>

                                     INDEX

                                                                                PAGE

PART I.  FINANCIAL INFORMATION

         Item 1. Financial Statements.

                 Condensed Consolidated Balance Sheet as of September 30, 2005     3

                 Condensed Consolidated Statements of Operations for the Three-
                 Month and Nine-Month Periods Ended September 30, 2005 and         4
                 2004

                 Condensed Consolidated Statements of Cash Flows for the Nine-
                 Month Periods Ended September 30, 2005 and 2004                   5

                 Notes to Condensed Consolidated Financial Statements              6

         Item 2.  Management's Discussion and Analysis or Plan of Operation.      13
         Item 3.  Controls and Procedures.                                        20



PART II. OTHER INFORMATION

         Item 1.  Legal Proceedings.                                              21

         Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.    21

         Item 3.  Defaults Upon Senior Securities.                                21

         Item 4.  Submission of Matters to a Vote of Security Holders.            21

         Item 5.  Other Information.                                              21

         Item 6. Exhibits.                                                        21


</TABLE>

                                  Page 2 of 23
<PAGE>
                         PART 1 - FINANCIAL INFORMATION

                    LASERSIGHT INCORPORATED AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (unaudited)


              ASSETS                                         September 30, 2005
                                                             ------------------
 Current assets:
  Cash and cash equivalents .............................   $            94,796
  Accounts receivable - trade, net (including receivables
           from related parties of $1,937,298) ..........             1,944,814
  Notes receivable - current portion, net ...............               101,113
  Inventories, net ......................................             1,509,764
  Prepaid expenses ......................................                23,578
                                                            -------------------
                                     Total Current Assets             3,674,065
Property and equipment, net .............................                94,993
Patents, net ............................................               424,775
Deposits with suppliers .................................               358,191
Deferred financing costs, net ...........................               194,840
                                                            -------------------
                                             Total Assets   $         4,746,864
                                                            ===================

            LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
    Note Payable ........................................   $           736,491
    Accounts payable ....................................               181,467
    Accrued expenses ....................................               258,431
    Accrued license fees ................................               181,211
    Accrued Warranty ....................................               454,000
    Deferred revenue ....................................               816,742
                                                            -------------------
                                Total Current Liabilities             2,628,342
Note Payable Related party- convertible .................             1,000,000
Note Payable long term portion ..........................               315,368
Deferred royalty revenue ................................             4,065,491
Commitments and contingencies
Stockholders' deficit:

Convertible preferred stock, par value $.001 per share;
authorized 10,000,000 shares; non- issued ...............                   -

Common stock - par value $.001 per share; authorized
100,000,000 shares; 9,997,195 shares issued and
9,997,193 outstanding ...................................                 9,997
Additional paid-in capital ..............................           104,625,869
Accumulated deficit .....................................          (107,898,203)
Less treasury stock, at cost;  2 common shares ..........                  -
                                                            -------------------
                              Total Stockholders' Deficit            (3,262,337)
                                                            -------------------
              Total Liabilities and Stockholders' Deficit   $         4,746,864
                                                            ===================


   See accompanying notes to the condensed consolidated financial statements.

                                  Page 3 of 23
<PAGE>
<TABLE>
<CAPTION>

                    LASERSIGHT INCORPORATED AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<S>                                         <C>             <C>             <C>             <C>

                                              Three Months Three Months        Nine Months  Nine Months
                                                Ended         Ended              Ended         Ended
                                               Sept 30,      Sept 30,            Sept 30,     Sept 30,
                                            ----------------------------    ----------------------------
                                                 2005         2004            2005          2004
                                            ----------------------------    ----------------------------

Revenues:
Products ............................       $  1,069,988    $    930,816    $  4,222,546    $  3,936,184
(including revenues from related parties
 of $894 224, $778,807, $3,917,829 and
 $3,509,714, respectively)



Royalties ...........................            266,091         234,810         797,303         704,430
                                            ----------------------------    ----------------------------
                                               1,336,079       1,165,626       5,019,849       4,640,614
Cost of revenues:
    Product cost ........................        482,969         626,776       2,159,009       2,654,205
                                            ----------------------------    ----------------------------
Gross profit ............................        853,110         538,850       2,860,840       1,986,409

Research and development and regulatory
expenses ................................         46,705          42,747         146,523         135,351

Other general and administrative expenses        576,773         707,258       1,841,367       2,225,494
Selling-related expenses ................         38,575         117,807         312,072         472,510
Amortization of intangibles .............          8,379           8,379          25,137          25,137
                                            ----------------------------    ----------------------------
                                                 623,727         833,444       2,178,576       2,723,141
                                            ----------------------------    ----------------------------
Income (loss) from operations ...........        182,678        (337,341)        535,741        (872,083)
Other income and expenses:
    Interest and other income ...........            654         275,476           3,066         331,117
    Interest expense ....................        (78,396)       (189,509)       (249,688)       (419,330)
                                            ----------------------------    ----------------------------
Income (loss) before income tax benefit .        104,936        (251,374)        289,119        (960,296)
Income tax expense/benefit ..............              -               -               -               -
                                            ----------------------------    ----------------------------
Net income (loss) before extinguishment
of debt .................................        104,936        (251,374)        289,119        (960,296)

Gain of extinguishment of debt ..........              -               -               -      15,287,634
                                            ------------------------------------------------------------
Net Income(loss) ........................   $    104,936    $   (251,374)   $    289,119    $ 14,327,338
                                            ============================================================
Income(loss) per common share
Basic: ..................................   $       0.01    $      (0.03)   $       0.03    $       0.66
                                            ============================================================
Diluted: ................................   $       0.01    $      (0.03)   $       0.03    $       0.42
                                            ============================================================
Weighted average number of shares
outstanding
Basic: ..................................      9,997,000       9,997,000       9,997,000      21,828,000
                                            ============================================================
Diluted: ................................      9,997,000       9,997,000       9,997,000      34,133,000
                                            ============================================================
</TABLE>

   See accompanying notes to the condensed consolidated financial statements.


                                  Page 4 of 23
<PAGE>
<TABLE>
<CAPTION>
                    LASERSIGHT INCORPORATED AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED SEPTEMBER 30, 2005 and 2004
                                   (unaudited)
<S>                                                       <C>                     <C>


                                                           September 30, 2005     September 30, 2004
                                                           -------------------    ------------------
Cash flows from operating activities

  Net income ..........................................   $            289,119    $       14,327,338
  Adjustments to reconcile net income to net cash
  provided by (used in) operating activities:
  Depreciation and amortization .......................                 45,051                80,466
  Amortization of discount on note payable and deferred
  financing cost ......................................                 80,474                     -
  Issuance of stock options ...........................                  7,800                     -
  Additions to notes payable for fees and penalities ..                      -               305,211
  Gain on extinguishment of debt ......................                      -           (15,287,634)
  Changes in assets and liabilities:
     Accounts and notes receivable, net ...............               (252,988)             (333,121)
     Inventories .......................................                206,160               633,625
     Accounts payable .................................                 17,624               447,758
     Accrued expenses .................................                 13,876               231,449
     Deferred revenue .................................                 79,532              (704,430)
     Other ............................................                 43,822              (502,077)
                                                          --------------------    ------------------
Net cash provided by (used in) operating activities ...                530,470              (801,415)

Cash flows from investing activities
   Purchases of property and equipment ................                 (5,558)             (109,689)
                                                          --------------------    ------------------
Net cash used in investing activities .................                 (5,558)             (109,689)
Cash flows from financing activities
Payments on debt financing ............................               (807,628)             (243,823)
Proceeds from DIP Financing ...........................                      -             1,250,000
                                                          ------------------------------------------

Net cash provided by (used in) financing activities ...               (807,628)            1,006,177
                                                          ------------------------------------------

Change in cash and cash equivalents ...................               (282,716)               95,073

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

Cash and cash equivalents, end of period ..............   $             94,796    $          660,046
                                                          ====================    ==================

</TABLE>


   See accompanying notes to the condensed consolidated financial statements.






                                  Page 5 of 23
<PAGE>


                    LASERSIGHT INCORPORATED AND SUBSIDIARIES


         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
      Three-Month and Nine-Month Periods Ended September 30, 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  September  30,  2005,  and for the  three-month  and
         nine-month  periods  ended  September  30,  2005 and  2004,  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 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.

         Accounts   receivable   due  from  Shenzhen  New   Industries   Medical
         Development  Co.,  Ltd.  ("NIMD")  as of  September  30,  2005  totaled
         $1,937,298,  which was virtually all of the accounts receivable balance
         at September 30, 2005. $1,043,074 of NIMD's balance is over ninety days
         past due. As of November 8, 2005,  $1,296,941 of the Company's accounts
         receivable  balance remains unpaid.  While we have verbal promises from
         the NIMD to pay the accounts  receivable  balance, we have no guarantee
         that payment will be made on time. Management continues to believe that
         it will fully  realize the balance due,  but the  ultimate  realization
         thereof  cannot  be  assured.  The  loss of NIMD 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.

         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 and nine-month
         periods ended  September  30, 2005 and 2004.  The results of operations
         for the three-month and nine-month periods ended September 30, 2005 are
         not necessarily indicative of the operating results for the full year.

                                  Page 6 of 23
<PAGE>

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 or Plan of Operation."

NOTE 3   PER SHARE INFORMATION

         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 (to the extent that all
         necessary   contingencies  have  been  satisfied),   and  common  share
         equivalents  outstanding during each period.  Common share equivalents,
         including  options and warrants to purchase Common Stock,  are included
         in the computation using the treasury stock method. The dilutive effect
         of convertible  securities is computed using the if-converted  method .
         The computation of dilutive  earnings per shares excludes the effect of
         the assumed conversion of exercise or contingent issuance of securities
         that would have an antidilutuve  effect on earnings per share.  For the
         period  ended  September  30,  2005,  596,000  shares  attributable  to
         outstanding   stock   options  and  warrants  were  excluded  from  the
         calculation of diluted  earnings per share because the exercise  prices
         of the stock  options and  warrants  were  greater than or equal to the
         average  price of  common  shares  during  the  period,  and  therefore
         inclusion would have been antidilutive. 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:

                                  Page 7 of 23
<PAGE>

                                                        Three Months Ended
                                                        September 30, 2004
                                                        ------------------
Net income per common share - basic and diluted                     ($0.03)
                                                        ===================

Weighted average number of common shares outstanding -
basic and diluted                                                 9,997,000
                                                        ===================





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 September  30, 2005 are  summarized  as
         follows:

                                 September 30, 2005
                                 ------------------

              Raw material       $       1,143,971
              Work in Process              408,277
              Finished Goods                57,516
              Reserve                     (100,000)
                                ------------------
                                $        1,509,764
                                ==================




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 such that the Company is required to
         maintain a net worth of $750,000,  a tangible  net worth of  $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 was not in compliance  with certain  covenants of
         the amended loan  agreements and a waiver was obtained on May 23, 2005.
         The  revised  agreement  removed the net worth and  tangible  net worth
         covenants and added an annual net income provision.  For the year ended
         December 31, 2005 and any subsequent  trailing twelve month periods, as
         measured  on the  last  day of each  calendar  quarter,  the  Company's
         earnings before interest,  taxes,  depreciation and amortization cannot
         fall below $550,000.  As of November 8, 2005, we are in compliance with
         all covenants of our loan agreement.

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


                                  Page 8 of 23
<PAGE>

         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. 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 herein 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  September  30,  2005,  the China Group
         controlled  approximately  72% of the Company's  common stock.  Company
         revenues from the China Group were  approximately $3.9 million and $3.5
         million  in  the  nine  months  ended  September  30,  2005  and  2004,
         respectively.  Accounts  receivable  due  from  the  China  Group as of
         September  30,  2005  was  $1,937,298,  virtually  all of the  accounts
         receivable  balance at  September  30,  2005.  $1,043,074  of the China
         Group's  balance is over  ninety days past due. As of November 8, 2005,
         $1,296,941 of the accounts receivable balance remains unpaid. See
         Note 1.

NOTE 7   STOCK BASED COMPENSATION

         The Company accounted 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 was 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.  No
         stock  options were  awarded in 2004,  and the Company had no pro forma
         stock-based compensation.

         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.  Effective  January 1, 2005 the
         Company adopted the fair value  recognition  provisions of Statement of
         Financial   Accounting   Standards  (SFAS)  No.  123,   Accounting  for
         Stock-Based  Compensation,  using the  retroactive  restatement  method
         described  in SFAS  148,  Accounting  for  Stock-Based  Compensation  -
         Transition  and  Disclosure.  There  was no  effect  to  the  financial
         statements  from  the  implementation  of the  retroactive  restatement
         method.  In May 2005 the Board of  Directors  approved  the issuance of
         options to purchase  496,000 shares of the Company's  Common Stock with
         an estimated  fair value of  approximately  $119,000.  The options were
         issued to employees and Directors and have various  vesting  schedules,
         but all  are  exercisable  for  ten  years.  Amortization  of  unearned
         stock-based  compensation  for the nine months ended September 30, 2005
         and 2004 was $7,800 and $0, respectively.

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.


                                  Page 9 of 23
<PAGE>

         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
                                              ============

         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 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 million at
         September 30, 2005. Net cash flows were negative  during the nine-month
         period ended  September  30,  2005.  The  substantial  portion of these
         losses is  attributable  to the  Company's  continued  lack of adequate
         funding  and  working  capital,   and  additional   administrative  and
         professional expenses, attributable to the Chapter 11 filing, have also
         contributed to these losses.  In past years the substantial  portion of
         these losses were 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.  The
         Company's  new  focus  is  on  China,  and  it is  no  longer  pursuing
         additional FDA approvals.

         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  one  of  our  creditors  require  that
         one-third of the payments  received from WaveLight Laser Technologie AG
         for licensing our patents be used for  additional  principal  payments.
         During the first three quarters of 2005,  additional principal payments
         were $275,000.

                                 Page 10 of 23
<PAGE>

         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.

         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 and nine months ended September 30, 2004 and 2005:



                                 Page 11 of 23
<PAGE>
<TABLE>
<CAPTION>

                                     SEGMENT INFORMATION

Three months ended Sept 30,
---------------------------
<S>                                <C>          <C>          <C>                 <C>              <C>

                                   Operating    Operating                 Depreciation and       Capital
                                   Revenues     Profit(Loss)    Assets        Amortization     Expenditures
                                   --------    ------------     ------        ------------     ------------
2005
----
Operating  segments:
     Refractive products           $1,069,988    $   66,965  $4,552,024           $ 14,026            2,986
     Patent services                  266,091       266,091           -                  -                -
     General corporate                      -      (150,378)    194,840             28,158                -
                                  -------------------------------------------------------------------------
Consolidated total                 $1,336,079    $  182,678  $4,746,864           $ 42,184          $ 2,986
                                  =========================================================================

2004
----
Operating  segments:
     Refractive products           $  930,816    $ (437,139) $4,652,012           $ 12,736                -
     Patent services                  234,810       234,810           -                  -                -
     General corporate                      -      (135,012)    648,738                  -                -
                                  -------------------------------------------------------------------------
Consolidated total                 $1,165,626    $ (337,341) $5,300,750           $ 12,736                -
                                  =========================================================================


Nine months ended Sept 30,
--------------------------

                                   Operating    Operating                 Depreciation and       Capital
                                   Revenues     Profit(Loss)    Assets        Amortization     Expenditures
                                   --------    ------------     ------        ------------     ------------
2005
----
Operating  segments:
     Refractive products            4,222,546       378,718   4,552,024             45,051            5,558
     Patent services                  797,303       797,303           -                  -                -
     General corporate                     -       (640,280)    194,840             80,474                -
                                   ------------------------------------------------------------------------
Consolidated total                  5,019,849       535,741   4,746,864            125,525            5,558
                                   ========================================================================

2004
----
Operating  segments:
     Refractive products           3,936,184     (1,277,466)  4,652,012             80,466          109,689
     Patent services                 704,430        704,430           -                  -                -
     General corporate                     -       (299,047)    648,738                  -                -
                                   ------------------------------------------------------------------------
Consolidated total                 4,640,614       (872,083)  5,300,750             80,466          109,689
                                   ========================================================================
</TABLE>





                                 Page 12 of 23
<PAGE>

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
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 REPORT ON 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 we filed for Chapter 11  bankruptcy  protection  and
reorganization.  We 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.  As a result of the
bankruptcy  re-structuring,  we have recorded  credits for debt  forgiveness  of
approximately  $15.3  million  during  the three  months  ended  June 30,  2004.
Additionally,  we recognized  charges of approximately  $8.0 million during 2003
for  patent  impairment,  accounts  receivable  and  inventory  write  offs.  We
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. We emerged
from  bankruptcy  with  approximately  $0.7  million in  unsecured  liabilities,
approximately  $2.1  million  in secured  debt,  approximately  $5.3  million in
deferred revenue and approximately  $1.0 million of DIP financing  provided by a
related  party,  as part of the  approved  bankruptcy  plan.  The related  party
converted $1.0 million of the DIP financing for an additional  6,850,000  common
shares.

                                 Page 13 of 23
<PAGE>

China Transaction

       In February 2004, we received a commitment from a related party purchaser
to purchase at least $12.0  million  worth of our  products  during the 12-month
period ending  February 2005 and 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  September  2005,  approximately  $10.1
million worth of products were sold under this agreement. Product issues reduced
shipments  during the third and fourth quarters of 2004 and the first and second
quarters of 2005. These issues have been resolved  through  revisions to product
crating for shipment,  software  modifications and revised shipper instructions.
An  extension  has not been signed,  but the parties  have  continued to conduct
business under similar terms as set forth in the purchase agreement.

WaveLight Transaction

       In March 2005 we 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,  we had
received  payments  totaling  $825,000 by  September  30, 2005.  The  receivable
balance as of September  30, 2005 was $75,000 and we received the final  payment
of  $75,000  on  October  17,  2005.   $45,000  in  broker  fees were paid to an
unrelated party 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.

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.







                                 Page 14 of 23
<PAGE>
<TABLE>
<CAPTION>
<S>                                    <C>        <C>         <C>      <C>              <C>                  <C>

                                           As a Percentage of Net Sales                  Percent Increase (Decrease)
                                           ----------------------------
                                                                                            Over Prior Periods
                                                                                            ------------------
                                         Three Months          Nine Months           Three Months      Nine Months
                                            Ended                  Ended                 Ended            Ended
                                          Sept 30,              Sept 30,                Sept 30,         Sept 30,
                                       2005       2004        2005     2004          2005 vs. 2004     2005 vs. 2004
                                       ----       ----        ----     ----          -------------     -------------

Statement of Operations Data:
Net Revenues:
   Refractive products.......           80.1%      79.9%       84.1%    84.8%               15.0%              7.3%
   Patent services...........           19.9%      20.1%       15.9%    15.2%               13.3%             13.2%
       Net Revenues..........          100.0%     100.0%      100.0%   100.0%               14.6%              8.2%
Cost of Revenue..............           36.1%      53.8%       43.0%    57.2%              -22.9%            -18.7%
Gross Profit (1)..........              63.9%      46.2%       57.0%    42.8%               58.3%             44.0%
Research, development and                                                                    9.3%              8.3%
   regulatory expenses (2)...            3.5%       3.7%        2.9%     2.9%
Other general and administrative                                                                             -17.3%
   expenses..................           43.2%      60.7%       36.7%    48.0%              -18.4%
Selling-related expenses (3).            2.9%      10.1%        6.2%    10.2%              -67.3%            -34.0%
Amortization of intangibles..            0.6%       0.7%        0.5%     0.5%                0.0%              0.0%
Net Income from operations...           13.7%     -28.9%       10.7%   -18.8%             -154.2%           -161.4%




</TABLE>



(1)    As a percentage of net revenues, the gross profit for refractive products
       only for the three months ended  September 30, 2005 and 2004 were 55% and
       33%,  respectively,  and for the nine months ended September 30, 2005 and
       2004 were 49% and 33%, respectively.

(2)    As a percentage of refractive  product net sales,  research,  development
       and regulatory expenses for the three months ended September 30, 2005 and
       2004,  were  4% and 5%,  respectively,  and for  the  nine  months  ended
       September 30, 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  September  30, 2005 and 2004 were 4% and 13%,
       respectively,  and for the nine months ended  September 30, 2005 and 2004
       were 7% and 12%, respectively.

Three Months Ended September 30, 2005, Compared to Three Months Ended
September 30, 2004

       Our consolidated revenues totaled $1.3 million for the three months ended
September 30, 2005, an increase of approximately $0.2 million or 15% compared to
revenues for the three  months ended  September  30, 2004 of $1.2  million.  The
increase was primarily  attributable to increased  sales of laser systems.  Four
lasers systems were sold in the third quarter of 2005 and three were sold in the
third  quarter of 2004.  For the three months ended  September  30, 2005,  parts
revenues  were $0.2 million  compared to $0.1 million for the three months ended
September 30, 2004. This was offset by a $0.1 million  reduction in sales of our
AstraMax(R) diagnostic workstation; no AstraMax sales were recorded in the three
months ended  September 30, 2005 compared to four for the  comparable  period in
2004.  Our 2005 budget  projected  laser sales at 12 per quarter,  or 48 for the
year.  Delayed  collections of accounts  receivables have  necessitated  further
reducing the annual forecast for 2005 to 29 lasers.

                                 Page 15 of 23
<PAGE>

         Net revenues from patent  services  increased by $31,000,  or 13%, from
$235,000 for the three months ended September 30, 2004 to $266,000 for the three
months ended  September 30, 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 $0.9
million in revenue during the three months ended September 30, 2005, as compared
to $0.8 million for the three months ended September 30, 2004.

         Consolidated   cost  of   sales   includes   direct   material   costs,
manufacturing wages, inbound freight, rework, scrap and standard cost variances.
For the three months ended  September  30, 2005,  consolidated  cost of sales of
$0.5 million was approximately 36% of net revenues of $1.3 million,  compared to
the same  period  in 2004 when our cost of sales  was  approximately  54% of net
revenues.  For the three months ended September 30, 2005,  consolidated  cost of
sales of $0.5 million was approximately 45% of product revenues of $1.1 million,
compared to the same period in 2004 when our cost of sales was approximately 67%
of product  revenues.  The  improvement of 2005 margins is primarily  related to
significantly  less  inventory  write offs in 2005 and improved  margins on part
sales.  For the remainder of 2005,  our emphasis will be on continued  unit cost
reductions driven by efficient  purchasing and limited re-design of our product.
Our goal is to maintain a 47% consolidated cost of sales.

       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 September 30, 2005 decreased $79,000,  or 67%, to $39,000
from $118,000 during 2004. This decrease was primarily  attributable to a review
of the  warranty  reserve,  the  reduction  to the  reserve of $60,000 and lower
shipping costs.  The warranty reserve was adjusted to remove reserves for lasers
out  of  the  warranty   period.   Our  2005   operating   plan   projected  our
selling-related  expense ratio to be 11% of net  revenues.  For the three months
ended September 30, 2005, selling-related expenses were 1% of revenues primarily
due to the  reduction in the  warranty  reserve.  Our current plan  projects our
selling-related  expense  ratio to be 9% of net  revenues  for the  remainder of
2005.

       General and administrative  expenses decreased by $130,000 to $577,000 in
the three months ended  September 30, 2005, from $707,000 for the same period in
2004. The decrease was primarily due to lower legal fees,  and  accounting  fees
and insurance  premiums.  Our operating plan for fiscal 2005 projected  business
levels that would require general and administrative expenses to be lower due to
reduced legal,  printing and postage fees relating to the bankruptcy filing. The
current plan projects our general and administrative expenses ratio to be 28% of
net  revenues.  This is a higher  percentage  than our original  budget which is
caused by general and administrative  expenses remaining similar to our original
projections while revenues were lower than originally forecasted.

       Research,  development  and  regulatory  expenses  increased by $4,000 to
$47,000 for the three months ended September 30, 2005 from $43,000 for the three
months ended  September  30, 2004.  Even though our  resources  are limited,  we
continue to offer  improvements  to our product.  Our operating  plan for fiscal
2005 projected  business  levels that would require  research,  development  and
regulatory expenses to be similar to 2004.

       In the three months ended September 30, 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  September  30, 2005
consisted  of the  following:

         o  We received $654 of interest income on notes receivable.

                                 Page 16 of 23
<PAGE>


         o  In the three months ended  September  30, 2005, we accrued $78,000
            in interest  expense.  All of the accrued interest was paid except
            for  $22,500  of  accrued  interest  for  the DIP  financing.  The
            interest expense  includes  $28,000 of amortized  financing costs.
            The  amortization  of financing costs is $8,600 per month and will
            continue until June of 2007.

       For the three months ended  September 30, 2005 and 2004, we had no income
tax expense due to our net operating loss carryforwards.

         Net  income  for  the  three  months  ended   September  30,  2005  was
approximately  $105,000 compared to a $251,000 loss for the same period in 2004,
an increase of  approximately  $356,000.  This $356,000  increase in the current
quarter was comprised  approximately of:

         o  decreased  transfer  agent  expenses  of  $18,000  due  to the
            bankruptcy reorganization.

         o  increased computer expenses of $11,000 for upgrading computer
            systems.

         o  decreased  interest  expense  of  $110,000  due to lower  loan
            balances.

         o  increased bank charges of $20,000 due to lender audit fees.

         o  decreased  professional expenses of $96,000 for accounting and
            legal fees.

         o  increased gross profit of $314,000.

         o  decreased  selling  related  expenses  of  $79,000  related to
            reduced warranty estimates and unit shipping charges.

         o  decreased other income of $275,000 due to shareholder derivate
            lawsuit proceeds received in 2004.

         o  decreased insurance expense of $45,000 for D&O coverage.

Nine Months Ended September 30, 2005, Compared to Nine Months Ended
September 30, 2004
       Our consolidated  revenues totaled $5.0 million for the nine months ended
September 30, 2005, an increase of approximately  $0.4 million or 8% compared to
revenues  for the nine months  ended  September  30, 2004 of $4.6  million.  The
increase was primarily  attributable  to increased  sales of laser  systems.  17
lasers systems were sold in the three  quarters ended  September 30, 2005 and 14
were sold in the three  quarters  ended  September 30, 2004. For the nine months
ended  September 30, 2005,  parts  revenues  were $0.3 million  compared to $0.5
million for the nine months ended  September  30, 2004.  This was offset by $0.2
million  in  reduced  sales  of our  AstraMax(R)  diagnostic  workstation;  four
AstraMax  sales were  recorded  in the nine  months  ended  September  30,  2005
compared to 10 for the  comparable  period in 2004.  Our 2005  budget  projected
laser  sales at 12 per  quarter,  or 48 for the  year.  Delayed  collections  of
accounts receivables have necessitated  reducing the annual forecast for 2005 to
29 lasers.

       Net revenues  from patent  services  increased by $93,000,  or 13%,  from
$704,000 for the nine months ended  September  30, 2004 to $797,000 for the nine
months ended  September 30, 2005.  During the first quarter of 2005, we licensed
our 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.

                                 Page 17 of 23
<PAGE>

       Geographically,  China has become our most  significant  market with $3.9
million in revenue during the nine months ended  September 30, 2005, as compared
to $3.5 million for the nine months ended September 30, 2004.

       Consolidated cost of sales includes direct material costs,  manufacturing
wages, inbound freight,  rework, scrap and standard cost variances. For the nine
months ended September 30, 2005,  consolidated cost of sales of $2.2 million was
approximately  43% of net revenues of $5.0 million,  compared to the same period
in 2004  when our cost of sales  was  approximately  57% of net  revenues.  This
improvement  was caused by the  reduction  of costs for  inventory  adjustments,
rework and cost variances.  The improvement of 2005 margins is primarily related
to significantly  less inventory write offs in 2005 and improved margins on part
sales.  For the  remainder  of 2005,  our emphasis  will be continued  unit cost
reductions driven by efficient  purchasing and limited re-design of our product.
Our goal is to maintain a 47% consolidated cost of sales.

       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 nine months ended September 30, 2005 decreased $160,000, or 34%, to $312,000
from  $473,000  during 2004.  This  decrease  was  primarily  attributable  to a
decrease  in warranty  costs,  due to a review of the  warranty  reserve and the
reduction  of  shipping  costs.  The  warranty  reserve  was  adjusted to remove
reserves  for  lasers  out of the  warranty  period.  Our  2005  operating  plan
projected our selling-related  expense ratio to be 11% of net revenues.  For the
nine months  ended  September  30,  2005,  selling-related  expenses  were 6% of
revenues  primarily  due to the reduction in the warranty  reserve.  Our current
plan projects our selling-related expense ratio to be 9% of net revenues for the
remainder of 2005.

General and administrative expenses decreased by $384,000 to $1.8 million in the
nine months ended  September 30, 2005,  from $2.2 million for the same period in
2004.  The decrease was primarily  due to  reductions of legal fees,  accounting
fees and  insurance  expense.  Our  operating  plan for  fiscal  2005  projected
business  levels that would require  general and  administrative  expenses to be
lower due to reduced legal, printing and postage fees relating to the bankruptcy
filing. The current plan projects our general and administrative  expenses ratio
to be 28% of net revenues.  This is a higher percentage than our original budget
which is caused by general and administrative  expenses remaining similar to our
original projections while revenues were lower than originally forecast .

       Research,  development  and  regulatory  expenses  increased  $11,000  to
$147,000 for the nine months ended September 30, 2005 from $135,000 for the nine
months ended  September  30, 2004.  Even though our  resources  are limited,  we
continue to offer  improvements  to our product.  Our operating  plan for fiscal
2005  projected  business  levels that will require  research,  development  and
regulatory expenses to be similar to 2004.

       In the nine months ended September 30, 2005,  amortization of intangibles
remained   unchanged  at  $25,100.   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 nine months  ended  September  30, 2005
consisted of the following:

       o We received $3,066 of interest income on notes receivable.

       o In the nine months ended  September 30, 2005, we accrued  $250,000
         in interest expense.  Of the accrued interest only $52,500 was not
         paid. This was the interest due on the DIP financing. The interest
         expense  includes  $80,000  of  amortized   financing  costs.  The
         amortization  of  financing  costs is  $8,600  per  month and will
         continue until June of 2007.

       For the nine months ended  September  30, 2005 and 2004, we had no income
tax expense due to our net operating loss carryforwards.

                                 Page 18 of 23
<PAGE>

       Net income for the nine months ended September 30, 2005 was approximately
$289,000  compared to $14.3  million  for the same period in 2004,  a decline of
approximately $14 million. This $14 million decline for the first three quarters
of 2005 was comprised approximately of:

       o decrease  of $15.3  million due to forgiveness  of debt income in 2004.

       o increased gross profit of $874,000.

       o decreased salaries of $64,000.

       o decreased  other  income of $275,000 due to  shareholder  derivate
         lawsuit proceeds in 2004.

       o decreased interest expense of $170,000 due to lower loan balances.

       o decreased  selling related expenses of $160,000 related to reduced
         warranty estimates.

       o decreased   professional   expenses  of  $240,000  for  legal  and
         accounting fees and printing fees due to the Company's bankruptcy
         filing.

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 we filed for Chapter 11  bankruptcy  protection  and
reorganization.  We operated in this manner from  September 5, 2003 through June
10,  2004,  when the  re-organization  was  approved  by the  Bankruptcy  Court,
effective  June 30, 2004. A final decree of bankruptcy  was obtained on December
22, 2004.  We  cancelled  all of our  outstanding  common and  preferred  stock,
including  warrants and options,  and issued 9,997,195 new common shares on June
30,  2004.  We  emerged  from  bankruptcy  with  approximately  $0.7  million in
unsecured liabilities, approximately $2.1 million in secured debt, 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 our 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  our
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 we 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 revenues from the China
Group were  approximately  $3.9 million in the  nine-months  ended September 30,
2005.  Accounts  receivable  due from the China Group as of  September  30, 2005
totaled  $1,937,298,  which was virtually all of our accounts receivable balance
at September 30, 2005.  $1,043,074  of the China Group's  balance is over ninety


                                 Page 19 of 23
<PAGE>

days past due. As of November 8, 2005,  $1,296,941  of the  accounts  receivable
balance  remains  unpaid.  While we have verbal promises from the China Group to
pay the accounts receivable balance and management  continues to believe that we
will fully realize the balance due, the ultimate  realization thereof can not be
assured.  The loss of the China Group as a customer or the  non-payment  or slow
payment of monies  owed to us could  have a  significant  adverse  effect on our
ability to continue as a going concern.

       On August 30, 2004 we signed a three-year note with GE, which will expire
on June 30, 2007. The note bears interest of 9%. Certain covenants were modified
such that we are  required to maintain a net worth of  $750,000,  a tangible net
worth of $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.  We were  not in  compliance  with  certain
covenants  of the amended loan  agreements  and a waiver was obtained on May 23,
2005.  The  revised  agreement  removed  the net  worth and  tangible  net worth
covenants and added an annual net income provision.  For the year ended December
31, 2005 and any subsequent  trailing  twelve month periods,  as measured on the
last day of each calendar quarter, earnings before interest, taxes, depreciation
and amortization cannot fall below $550,000.

       There  can be no  assurance  as to  the  correctness  of the  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
our 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.

       We maintain  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,  our 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 our
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.

                                 Page 20 of 23
<PAGE>

                           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, which are incorporated herein by this reference.

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

               Not applicable.

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 such that the Company is
required to maintain a net worth of $750,000, a tangible net worth of $1,000,000
and minimum quarterly revenues of $1,000,000. The Company issued GE 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 was not in compliance  with certain  covenants of the
amended loan  agreements  and a waiver was obtained on May 23, 2005. The revised
agreement  removed the net worth and tangible net worth  covenants  and added an
annual  net  income  provision.  For the year ended  December  31,  2005 and any
subsequent  trailing  twelve month periods,  as measured on the last day of each
calendar quarter,  the Company's earnings before interest,  taxes,  depreciation
and amortization cannot fall below $550,000.

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
------        ------------------------------------------------------------------

  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

                                 Page 21 of 23
<PAGE>
              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 as Exhibit 10.1 to the Company's  Form 10-QSB filed
              on April 25, 2005,  and  incorporated  herein by this  reference).


  10.2        Amendment  Number One to the Third  Amended and  Restated  Secured
              Term Note  between the Company and GE dated May 23, 2005 (filed as
              Exhibit 10.2 to the Company's Form 10-QSB filed on August 5, 2005,
              and  incorporated  herein by this  reference).

  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).

  32.1        Certifications of Chief Executive Officer pursuant to Section 1350
              (filed herewith).

  32.2        Certifications of Chief Financial Officer pursuant to Section 1350
              (filed herewith).


                                 Page 22 of 23
<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: November 8, 2005                 By: /s/ Danghui ("David") Liu
                                           ------------------------------------
                                            Danghui ("David") Liu, President,
                                            Chief Executive Officer and Director

Dated: November 8, 2005                 By: /s/ Dorothy M. Cipolla
                                           ------------------------------------
                                            Dorothy M. Cipolla,
                                            Chief Financial Officer



                                 Page 23 of 23