SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB

(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934. For the quarterly period ended March 31, 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>
                                      INDEX
<S>     <C>                                                                        <C>
                                                                                      PAGE
PART I. FINANCIAL INFORMATION

        Item 1. Condensed Consolidated Financial Statements (unaudited)

                Condensed  Consolidated  Balance Sheet as of March 31, 2004
                (unaudited)                                                             3

                Condensed  Consolidated  Statements  of  Operations  for the
                Three   Month   Periods   Ended  March  31,  2004  and  2003
                (unaudited)                                                             4

                Condensed  Consolidated  Statements  of Cash  Flows  for the
                Three   Month   Periods   Ended  March  31,  2004  and  2003
                (unaudited)                                                             5

                Notes to Condensed Consolidated Financial Statements (unaudited)        6



        Item 2.     Management's  Discussion and Analysis of Financial Condition
                    and Results of Operations                                          13

        Item 3. Controls and Procedures                                                19

PART II.OTHER INFORMATION

        Item 1. Legal Proceedings                                                      19

        Item 2. Unregistered Sales of Equity Securities and Use of Proceeds            20

        Item 3. Defaults Upon Senior Securities                                        20

        Item 4. Submission of Matters to a Vote of Security Holders                    20

        Item 5. Other Information                                                      20

        Item 6. Exhibits                                                               20

</TABLE>








                                  Page 2 of 21
<PAGE>

                         PART 1 - FINANCIAL INFORMATION

ITEM 1 -  FINANCIAL STATEMENTS

                    LASERSIGHT INCORPORATED AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET

                                                            March 31,
                          ASSETS                               2004
                                                         --------------
Current assets:                                            (Unaudited)
  Cash and cash equivalents ...........................   $   1,041,682
  Accounts receivable - trade, net ....................         565,826
  Notes receivable - current portion, net .............          91,069
  Inventories .........................................       3,039,718
  Other current assets ................................         143,165
                                                          -------------
                              Total Current Assets ....       4,881,460
Property and equipment, net ...........................          34,858
Patents and acquired intangibles, net .................         475,049
Other assets, net .....................................         276,019
                                                          -------------
                                                          $   5,667,386
                                                          =============
       LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities not subject to compromise :
  Note payable ........................................   $   1,843,313
  Accounts payable ....................................         257,658
  Accrued expenses ....................................         205,109
  Accrued Warranty ....................................         175,500
  Deferred revenue ....................................       1,039,240
                                                          -------------
                         Total Current Liabilities ....       3,520,820

Liabilities subject to compromise (a) .................      15,616,134
Deferred royalty revenue ..............................       4,567,891
Note Payable DIP Financing (Related Party).............       1,280,000
Commitments and contingencies
Stockholders' equity (deficit):
Convertible preferred stock, par value $.001 per
share; authorized 10,000,000shares:
Series H - 9,280,647 issued and outstanding ...........           9,281

Common stock - par value $.001 per share;
authorized 100,000,000 shares; 27,987,141 shares issued          27,987

Additional paid-in capital ............................     103,801,064
Accumulated deficit ...................................    (122,613,144)

Less treasury stock,at cost; 145,200 common shares ....        (542,647)
                                                          -------------
                                                            (19,317,459)
                                                          -------------
                                                          $   5,667,386
                                                          =============
(a)    Liabilities subject to compromise consist
       of the following:
     Accounts Payable .................................       2,905,814
     Accrued expenses .................................       5,864,191
     Accrued Warranty .................................       6,125,730
     Other liabilities ................................         720,339
                                                          -------------
                                                             15,616,134
                                                          =============

      See accompanying notes to the condensed consolidated financial statements.







                                 Page 3 of 20
<PAGE>

                    LASERSIGHT INCORPORATED AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                            (Unaudited)
                                                        Three Months Ended
                                                             March 31,
                                                   ----------------------------
                                                       2004           2003
                                                   ------------    ------------
Revenues:
    Products (1)..................................  $  2,066,512    $  2,086,155
    Royalties ...................................       234,810         234,810
                                                   ------------    ------------
                                                      2,301,322       2,320,965
Cost of revenues:
    Product cost ................................     1,088,434       1,345,544
                                                   ------------    ------------
Gross profit ....................................     1,212,888         975,421

Research and development and regulatory expenses         52,681         196,500

Other general and administrative expenses .......       620,001       2,428,522
Selling-related expenses ........................       220,788         617,780
Amortization of intangibles .....................         8,379         115,059
                                                   ------------    ------------
                                                        849,168       3,161,361
                                                   ------------    ------------

Income (Loss) from operations ...................       311,039      (2,382,440)
Other income and expenses:
Interest and other income .......................         4,054          26,615
Interest expense ................................       (50,901)       (112,628)
                                                   ------------    ------------
Income (Loss)  before income tax benefit ........       264,192      (2,468,453)
Income tax benefit ..............................             -         (57,708)
                                                   ------------    ------------
Net Income (Loss) ...............................       264,192      (2,410,745)
Conversion discount on preferred stock ..........             -        (483,837)
                                                   ------------    ------------
Income (Loss) attributable to common shareholders  $    264,192    $ (2,894,582)
                                                   ============    ============
Income (Loss) per common share
Basic and diluted: ..............................          0.01           (0.10)
                                                   ============    ============
Weighted average number of shares outstanding
Basic: ..........................................    27,842,000      27,842,000
                                                   ============    ============
Diluted: ........................................    46,403,000      27,842,000
                                                   ============    ============

(1) including revenues from related parties of $1,823,895 and $1,694,036 in
    the Three Months ended March 31,2004 and 2003, respectively.

      See accompanying notes to the condensed consolidated financial statements.






                                  Page 4 of 20
<PAGE>
<TABLE>
<CAPTION>
                    LASERSIGHT INCORPORATED AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                   (Unaudited)
<S>                                                                    <C>            <C>

                                                                            2004          2003
                                                                       -----------    ------------
Cash flows from operating activities
Net Income (Loss)...................................................   $   264,192    $(2,410,745)
 Adjustments to reconcile net income (loss) to net cash provided by
 (used in) operating activities:
Depreciation and amortization ......................................        39,050        301,158
Stock options issued for services ..................................             -          4,252
Changes in assets and liabilities:
Accounts and notes receivable, net .................................      (576,504)     1,977,304
Inventories ........................................................       322,267        614,528
   Accounts payable ................................................       223,663        198,157
   Accrued expenses ................................................       (90,539)      (316,476)
   Deferred revenue ................................................      (234,810)        (6,855)
   Other ...........................................................          (610)        97,057
                                                                       -----------    -----------

Net cash (used in)/provided by operating activities ................       (53,291)       458,380


Cash flows from financing activities
Payments on debt financing .........................................             -        (40,000)
 Proceeds from debt financing ......................................       530,000              -
Proceeds from stock subscription receivable ........................             -         16,000
                                                                       -----------    -----------

Net cash provided by/(used in) financing activities ................       530,000        (24,000)
                                                                       -----------    -----------

Increase in cash and cash equivalents ..............................       476,709        434,380

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

Cash and cash equivalents, end of period ...........................   $ 1,041,682    $ 1,500,158
                                                                       ===========    ===========
</TABLE>


      See accompanying notes to the condensed consolidated financial statements.












                                  Page 5 of 20
<PAGE>

                    LASERSIGHT INCORPORATED AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
                Three Month Periods Ended March 31, 2004 and 2003


NOTE 1  BASIS OF PRESENTATION

        The accompanying unaudited,  condensed consolidated financial statements
        of  LaserSight  Incorporated  and  subsidiaries   ("LaserSight"  or  the
        "Company") as of March 31, 2004, and for the  three-month  periods ended
        March  31,  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 ,
        but  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-month  periods ended March 31, 2004 and
        2003. The results of operations for the  three-month  period ended March
        31, 2004 are not necessarily indicative of the operating results for the
        full year.

        On  September  5, 2003 the  Company  and two of its  subsidiaries  ("the
        Debtors")  filed a voluntary  petition  for relief in the United  States
        Bankruptcy Court,  Middle District of Florida,  Orlando  Division,  (the
        Bankruptcy  Court") under Chapter 11 of Title 11 of the U.S.  Bankruptcy
        Code ("the  Bankruptcy  Code or Chapter 11").  The Debtors  continued to
        operate their  businesses as  debtors-in-possession  ("DIP") through the
        close  of  business   June  9,  2004.   The  Company  filed  a  plan  of
        reorganization  (the Plan) with the Bankruptcy  Court on April 28, 2004.
        The Bankruptcy  Court confirmed the Plan on June 10, 2004. Under Chapter
        11, certain claims against the Company in existence  prior to the filing
        of the  petitions  for relief  under the  federal  bankruptcy  laws were
        stayed   while   the   Company   continued   business    operations   as
        Debtor-in-possession.   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 ("Heller")
        and GE Healthcare Financial Services,  Inc., as successor-in-interest to
        Heller  (collectively "GE"). $37,000 of professional fees for bankruptcy
        related  legal  services  were paid in the three  months ended March 31,
        2004. See note 8.

                                  Page 6 of 20
<PAGE>
        Outlined  below are some of the  additional  factors  that led up to the
        Chapter 11 filing:

        As previously announced,  in August 2002, the Company and New Industries
        Investment Consultants (HK), Ltd. ("NIIC") and New Industries Investment
        Group  ("NII")  (collectively  the "China  Group")  had  entered  into a
        strategic  relationship,  including the purchase of at least $10 million
        worth of products during a twelve-month period ending in August of 2003,
        distribution  of the Company's  products in mainland  China,  Hong Kong,
        Macao and Taiwan, and a $2.0 million equity investment in the Company by
        the China Group.  The  investment  in the Company was in the form of the
        purchase  of  Convertible  Preferred  Stock,  the  Series H Stock  that,
        subject to certain restrictions,  was convertible into approximately 40%
        of the Company's Common Stock.


        As previously announced, the Company had been in continuous negotiations
        with the China Group to secure  immediate  cash payments for purchase of
        Company  products,  to further define the terms of a long-term  strategy
        for the  Company in China,  and to outline a  framework  for  additional
        product purchases. The Company reached an agreement with the China Group
        on June 20, 2003.  That agreement  called for the China Group to proceed
        with  further  purchases  in  order  to meet  the  $10,000,000  purchase
        requirement  from the August  2002  agreement  and  purchase  additional
        product  above and  beyond  the  original  purchase  requirement  if the
        Company was making substantial  progress with regard to its restructured
        business plan. While the Company sold products to the China Group during
        the second and third quarter of 2003, and they made advance  payments on
        those purchases,  sales levels were well below those contemplated in the
        original agreements.


        At the  beginning  of 2003,  the Company did not have cash  available to
        construct  machines  under the  strategic  relationship  and requested a
        modification  of the  arrangement  that would include  prepayment by the
        China  Group.  The  China  Group  purchased   through   prepayment  some
        additional product, but resisted further purchases by prepayment without
        certain  cost  reductions  and  changes  in  operations.  Prior  to  the
        execution  of the June 2003  agreement,  the China  Group had  purchased
        approximately $4.5 million worth of the Company's  products.  Thereafter
        the China Group prepaid for $2.2 million  worth of product,  for a total
        of $6.7 million of the original $10 million  envisioned in the strategic
        relationship.

        On June 20, 2003 the Company  announced  that it had been  advised by GE
        that its loans were in default due to an adverse  material change in the
        financial condition and business operations. The Company was negotiating
        with GE for a modification and restructuring of its defaulted loans, and
        these  negotiations  had  progressed  to the "term sheet" stage by early
        August of 2003.

        The Company also  announced  that Francis E.  O'Donnell,  Jr.,  M.D. and
        David Peroni had resigned  from their  positions as members of the Board
        of  Directors  and that Dr.  O'Donnell  had  resigned as Chairman of the
        Board of Directors. Xianding Weng was elected Chairman of the Board. Mr.
        Weng had been a director of the Company  since  October 2002 and founded
        the China Group in Shenzhen, China in 1993, serving as its President and
        Chief Executive  Officer.

        On August 22,  2003 the  Company  announced  that Mr.  Michael R. Farris
        would no longer serve as Chief Executive  Officer and President nor as a
        Director.  Danghui  ("David")  Liu,  Ph. D., Vice  President  of Product
        Development and Technical Marketing, was named Interim CEO.

        In September  2003,  the Company  announced that it had failed to timely
        file its  second  quarter  SEC Form 10-Q due on  August  14,  2003.  The
        Company  did file a Form  12b-25 on August 14,  2003  advising  that the
        Company was still working to put together the necessary data to file the
        quarterly report.

                                  Page 7 of 20
<PAGE>

        As a late  filer,  the Company  had a fifth  character  "E" added to its
        security  trading  symbol  to  denote  securities  delinquent  in  their
        required filings. Securities so denoted are removed from the OTCBB after
        the  applicable  30-day  grace  period  expires.  After the  Company was
        removed  from OTCBB,  it has been traded in the  over-the-counter  (OTC)
        market via the "Pink Sheets".

        The  Company  had entered  into new  discussions  related to the payment
        terms  of its  License  and  Royalty  Agreement  covering  its  keratome
        products.  The licensors issued a third notice of default to the Company
        on May 6, 2003 and served legal action against the Company on August 12,
        2003  invoking  an  acceleration   clause  for  the  entire  balance  of
        approximately  $3.3  million  under the License  Agreement.  The Company
        continued  its  discussions,  but the lack of resolution of these issues
        made things difficult for the Company to continue to operate without the
        protection a bankruptcy petition would provide.

        The Company  had  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. As a result of the aforementioned, on September 5, 2004 the
        Company  filed a  voluntary  petition  for relief in the  United  States
        Bankruptcy  Court,  Middle District of Florida - Orlando  Division under
        Chapter 11 of the U.S. Bankruptcy Code.

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




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  (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 income (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  Preferred  Stock and are  included in the  computation
        using the treasury stock method if they would have a dilutive effect. In
        the first quarter of 2004, the convertible  preferred stock was included
        in the fully diluted  computation.  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 canceled
        and as required by the  approved  bankruptcy  plan,  effective  June 30,
        2004, the Company  issued  9,997,195 new common shares (see Note 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.

                                      Three Months Ended
                                                    March 31
                                            ---------------------
                                                 2004        2003
                                                 ----        ----
        Net income (loss) per common
        share basic and diluted  .........      $0.03      ($0.29)

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


                                  Page 8 of 20
<PAGE>

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 March  31,  2004 are
        summarized as follows:

                                     March 31, 2004
                                        -----------

        Raw materials                   $ 2,477,555
        Work-in-process                     562,163
                                        -----------
                                        $ 3,039,718
                                        ===========



NOTE 5  AMENDED LOAN AGREEMENT

        On March 12, 2003,  our loan agreement with GE was extended 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 had 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 the Company  announced  that it had been advised by GE,
        that its loans were in default due to an adverse  material change in the
        financial  condition and business  operations.  The Company continued to
        negotiate  with GE  during  the June and July  2003  period  until a new
        agreement was executed on August 28, 2003  providing for an extension of
        its loans through  January 2005.  Since the September 5, 2003 bankruptcy
        filing,  the Company had been in active  discussions with GE for further
        modifications of the debt.

        On August 30, 2004, the Company signed an amended agreement with GE. The
        new note was effective June 30, 2004 and matures June 30, 2007. The note
        bears 9% interest per year.  The loan  covenants  were  modified to: net
        worth  $750,000,  tangible net worth  $1,000,000  and minimum  quarterly
        revenue of  $1,000,000.  The note also requires all SEC filings to be up
        to date by  November  30,  2004.  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
        June 30, 2008. After adding legal fees,  commitment fees and termination
        fees, the new principal  balance was $2,149,249 as of June 30, 2004. The
        Company  is  currently  not in  compliance  with  certain  of  its  loan
        covenants and is attempting to negotiate  revised terms with the lender;
        accordingly   these   amounts  have  been   classified   as  short  term
        obligations.











                                  Page 9 of 20
<PAGE>

NOTE 6  CHINA TRANSACTION

        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
        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
        $1.8  million  in the  three  months  ended  March  31,  2004.  Accounts
        receivable  due from the China Group as of March 31, 2004 was $ 639,421.
        The  loss of the  China  Group  as a  customer  would  have  Significant
        adverse impact 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 or in excess of
        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. 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

                                 Page 10 of 20
<PAGE>

        plans  consistent with the method of Statement No. 123,  "Accounting for
        Stock Based  Compensation,"  the Company's net earnings and earnings per
        share would have been reduced to the pro-forma amounts indicated below:

                                                             Three months ended:
                                                   March 31,2004   March 31,2003

        Net income (loss), as reported                 $ 264,192    $(2,410,745)
        Deduct: Total stock-based employee
            compensation expense determined under
            fair value based method for all awards,
            net of related tax effects                     9,069        190,527
                                                       ---------    -----------
        Pro forma net income (loss)                      255,123     (2,601,272)
        Conversion discount on preferred stock                 -       (483,837)
                                                       ---------    -----------
        Pro forma income (loss) attributable
         to common shareholders                          255,123     (3,085,109)
                                                       =========    ===========
        Basic and diluted income (loss) per share:
            As reported                                   $ 0.01         (0.10)
                                                       =========    ===========
            Pro forma                                       0.01         (0.11)
                                                       =========    ===========


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 are reflected in the
        March 31, 2004 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"). $37,000 of bankruptcy related professional fees for
        printing,  postage and  bankruptcy  trustee  fees were paid in the three
        months ended March 31, 2004.

        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 $123  million at March 31,
        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





                                 Page 11 of 20
<PAGE>

        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.


        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 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.

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

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

                                Page 12 of 20
<PAGE>
<TABLE>
<CAPTION>
<S>                            <C>               <C>           <C>             <C>                 <C>
                                Operating       Operating Profit              Depreciation and        Capital
                                 Revenues          (Loss)        Assets         Amortization      Expenditures
                                 --------          ------        ------         ------------      ------------
2004
Operating  segments:
     Refractive products        2,066,512         141,112       5,384,584             39,050                 -
     Patent services              234,810         234,810               -                  -                 -
     General corporate                  -         (64,883)        282,802                  -                 -
                          -------------------------------------------------------------------------------------
Consolidated total              2,301,322         311,039       5,667,386             39,050                 -
                          =====================================================================================

2003
Operating  segments:
     Refractive products        2,086,155      (2,118,066)     18,994,926            250,139                 -
     Patent services              234,810         234,810               -                  -                 -
     General corporate                  -        (499,184)      1,569,274                141                 -
                          -------------------------------------------------------------------------------------
Consolidated total              2,320,965      (2,382,440)     20,564,200            250,280                 -
                          =====================================================================================

</TABLE>

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.


                                 Page 13 of 20
<PAGE>

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 410
laser systems,  including over 230of 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  will  record  credits  for  debt  forgiveness  of
approximately  $ 15.6  million  during the three  months  ended  June 30,  2004.
Additionally,  the Company  recognized  charges of  approximately  $8.0  million
during 2003 for write offs of patents,  inventory and accounts  receivable.  The
Company cancelled all of its outstanding  common and preferred stock,  including
warrants and options,  and issued 10,000,000 new common shares on June 30, 2004.
The Company emerged from bankruptcy with approximately $2.1 million in unsecured
liabilities,  approximately  $2.1 million in secured  debt to GE,  approximately
$5.3 million in deferred revenue and approximately $1.0 million of DIP financing
provided  by  NIIC.  NIIC  converted  $1.0  million  of the  DIP  financing  for
additional 6,850,000 common shares.


China Transaction

         In July 2002, we signed a  non-binding  letter of intent with the China
Group;  a company based in the People's  Republic of China that  specializes  in
advanced medical  treatment  services,  medical device  distribution and medical
project  investment.  Definitive  agreements  relating  to the China  Group were
executed on August 15, 2002, establishing a strategic relationship that included
the  commitment to purchase at least $10.0 million worth of our products  during
the 12-month  period  ending  August 15, 2003,  distribution  of our products in
mainland China,  Hong Kong, Macao and Taiwan,  and a $2.0 million  investment in
LaserSight. The investment was completed in October 2002 in the form of Series H
convertible  preferred stock that, subject to certain  restrictions,  could have
been  converted  into  shares of our common  stock and  result in the  purchaser
holding  approximately 40% of our common stock. The products purchased were paid
by  irrevocable  letters of credit,  confirmed  by a U.S.  bank and payable upon
presentation of shipping documents.  The Company started shipping products under
this agreement in August 2002. The Company reached an amended agreement with the
China  Group on June 20,  2003.  That  agreement  called for the China  Group to
proceed  with  further  purchases  in  order to meet  the  $10,000,000  purchase
requirement from the August 2002 agreement and purchase additional product above
and  beyond  the  original  purchase  requirement  if  the  Company  was  making
substantial  progress with regard to its  restructured  business plan. The China

                                       14
<PAGE>

Group  provided  $2.0 million of  debtor-in-possession  financing to the Company
during the period  December 2003 thru June 2004. On June 30, 2004 as part of the
approved  bankruptcy  plan, $1.0 million of the DIP financing was converted into
6,850,000 shares of common stock and the China Group owns 72% of the Company.

         In February 2004, we received a revised commitment to purchase at least
$12.0 million worth of our products  during the 12-month  period ending February
2005, to distribute our products in Mainland China, Hong Kong, Macao and Taiwan.
Product  issues  during the fourth  quarter  of 2004 kept us from  meeting  this
schedule.  Issues arose concerning shipping,  customs storage of lasers and lack
of qualified staff in field service in China.  Revised  shipping  procedures and
training  programs  offered to Chinese  field  service  engineers  were put into
place.


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>

                                                                          Percent Increase (Decrease)
                                          As a Percentage of Net Sales       Over Prior Periods
                                          ----------------------------       ------------------
                                                  Net Sales
                                                 Three Months                      Three Months
                                                      Ended                              Ended
                                                     March 31,                          March 31,
                                                 2004         2003                 2004 vs. 2003
                                                 ----         ----                 -------------
<S>                                            <C>           <C>                          <C>
Statement of Operations Data:
Net Revenues:
   Refractive products                           89.8%         89.9%                       -0.9%
   Patent services                               10.2%         10.1%                        0.0%
                                                -----         -----                       -----
       Net Revenues                             100.0%        100.0%                       -0.8%
Cost of Revenue                                  47.3%         58.0%                      -19.1%
                                                -----         -----                       -----
Gross Profit (1)                                 52.7%         42.0%                       24.3%
Research, development and
   regulatory expenses (2)                        2.3%          8.5%                      -73.2%
Other general and administrative
   expenses                                      26.9%        104.6%                      -74.5%
Selling-related expenses (3)                      9.6%         26.6%                      -64.3%
Amortization of intangibles                       0.4%          5.0%                      -92.7%
                                                -----         -----                       -----

Income (Loss) from continuing operations.        13.5%       -102.6%                     -113.1%

</TABLE>

(1)  As a percentage of net revenues,  the gross profit for refractive products
     only for the three months ended March 31, 2004 and 2003, were 47% and 36%,
     respectively.

(2)  As a percentage of refractive product net sales, research, development and
     regulatory  expenses  for the three  months ended March 31, 2004 and 2003,
     were 3% and 9%, respectively.

(3)  As a percentage of refractive product net sales,  selling-related expenses
     for the three  months  ended  March 31,  2004 and 2003,  were 11% and 30%,
     respectively.


                                    15 of 20
<PAGE>

THREE MONTHS ENDED MARCH 31, 2004, COMPARED TO THREE MONTHS ENDED MARCH 31, 2003

      REVENUES. Net revenues for the three months ended March 31, 2004 decreased
by $19,000,  or 1%, to $2.3 million from $2.3 million for the comparable  period
in 2003.

      During the three months ended March 31, 2004, refractive products revenues
decreased  $20,000,  or 1% to $2.1 million from $2.1 million for the  comparable
period in 2003.  During the three  months ended March 31,  2004,  excimer  laser
system sales accounted for  approximately  $1.8 million in revenues  compared to
$1.6 million in revenues  over the same period in 2003.  During the three months
ended  March 31,  2004,  8 laser  systems  were sold as  compared to seven laser
systems sold during the comparable period in 2003. During the three months ended
March 31, 2004,  parts  revenues  accounted  for  approximately  $0.2 million in
revenues compared to $0.4 million in revenues over the same period in 2002.

      Net  revenues  from patent  services  for the three months ended March 31,
2004 remain unchanged at approximately $235,000.

      Geographically,  China has become our most  significant  market  with $1.8
million in revenue  during the three months ended March 31, 2004, as compared to
$1.7 million in 2003.

      COST OF REVENUES;  GROSS PROFIT. For the three months ended March 31, 2004
and 2003, gross profit margins were 53% and 42%, respectively.  The gross margin
increase during the three months ended March 31, 2004 was primarily attributable
to lower costs for scrap and rework and $150,000  lower  inventory  obsolescence
reserves.

      RESEARCH,  DEVELOPMENT AND REGULATORY EXPENSES. Research,  development and
regulatory  expenses  for the  three  months  ended  March  31,  2004  decreased
approximately  $144,000,  or 73%, to $53,000 from  $196,000  for the  comparable
period  in 2003.  While  decreasing  our  salary  and  consulting  expenses,  we
continued  to develop our  AstraMax  diagnostic  workstation  and excimer  laser
systems.

      OTHER   GENERAL   AND   ADMINISTRATIVE   EXPENSES.   Other   general   and
administrative expenses for the three months ended March 31, 2004 decreased $1.8
million,  or 74%, to $620,000  from $2.4  million for the  comparable  period in
2003. This decrease was primarily due to a decrease in expenses of approximately
$791,000  related  to  salary  and  benefits  cost  reductions  to the sales and
marketing,  customer support, and professional services departments, a reduction
of $150,000 in bad debt expense and a reduction of $104,000 in  depreciation,  $
132,000 travel expenses,  $ 193,000 legal expenses, $ 178,000 accounting fees, $
87,000 leases, $ 51,000 telephone,  $ 36,000 board of directors related expenses
and $ 78,000 various other office expenses.

      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 March 31, 2004  decreased
$397,000,  or 64%, to $221,000 from  $618,000  during the  comparable  period in
2003. This decrease was primarily  attributable to a $390,000  decrease in costs
of licensing fees due under an old licensing  agreement.The Company defaulted on
the license  agreement in Q3 2003 and per the terms of the  agreement all future
payments became due and were booked in Q3 2003.


      AMORTIZATION OF INTANGIBLES. During the three months ended March 31, 2004,
costs relating to the amortization of intangible  assets were $8,379 compared to
$115,059  in 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 the re-structuring the Company wrote off
approximately $4.1 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.

                                    16 of 20
<PAGE>

      INCOME (LOSS) FROM  OPERATIONS.  The operating income for the three months
ended March 31, 2004 was $311,000 compared to the operating loss of $2.4 million
for the same  period in 2003.  This  decrease  in the loss from  operations  was
primarily due to reductions in operating expenses.

      OTHER INCOME AND EXPENSES.  Interest and other income for the three months
ended  March 31,  2004 was $4,100,  a decrease  of $22,600  over the  comparable
period in 2003.  Interest and dividend  income was 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 March 31,  2004,  interest
expense  decreased by $62,000,  or 55%,  from $113,000 to $51,000 as a result of
repayments on our term loan and fully amortized financing costs.

      INCOME TAXES.  For the three months ended March 31, 2004, we had no income
tax expense.  For the three  months ended March 31, 2003,  income tax benefit of
$58,000, was related to a refund the Company received from a settlement with the
IRS on its 1995 return.

      NET  INCOME/(LOSS).  Net income for the three months ended March 31, 2004,
was $264,000 compared to a net loss of $2.4 million for the comparable period in
2003.  The decrease in net loss for the three months ended March 31, 2004 can be
attributed to the significant reductions in our operating expenses.

      LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS. For the three months ended March
31, 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 amortized as of December 31, 2003.

      INCOME (LOSS) PER SHARE.  The income per basic and diluted share was $0.01
for the three months ended March 31, 2004 and ($0.10) for the comparable  period
in 2003. As a result of the September 5, 2003 chapter 11 petition, the company
cancelled of its outstanding common and preferred shares,  including options and
warrants and on June 30, 2004 the company issued 10,000,000 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 petition for relief were stayed
while the Company continued  business  operations as  debtor-in-possession.  The
Company  operated in this manner from  September  5, 2003  through June 10, 2004
when a final  bankruptcy  order  was  obtained.  As a result  of the  bankruptcy
re-structuring,  the  Company  will  record  credits  for  debt  forgiveness  of
approximately  $15.6  million  during the three months  ended June 30,  2004.The
credits are for  accounts  payable,  accrued  license  fees,  accrued  salaries,
accrued  warranty,  accrued  Ruiz  license  fees,  deposits  and  other  accrued
expenses.   Additionally,  the  Company  recognized  re-structuring  charges  of
approximately  $7.7 million  during the three  months  ended June 30, 2003.  The
company  also  cancelled  all of its  outstanding  common  and  preferred  stock
including warrants and options,  and issued 10,000,000 new common shares on June
30,  2004.  The company  will emerge from  bankruptcy  with  approximately  $0.6
million in unsecured liabilities,  approximately $2.1 million in secured debt to
GE, approximately $7.4 million in deferred revenue. Additionally the China Group
converted  $1.0  million of its $2.0  million DIP loan for 68.5%,  or  6,850,000
common shares in the re-organized Company. The China Group can convert, at their
option, the remaining DIP financing for an additional 2,500,000 common shares.

      With the new  revenues  being  generated  from the China  Transaction  and
projected sales to other customers,  management  expects  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.


                                    17 of 20
<PAGE>

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 our  accounts  receivable
collection  and 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.  We are currently  unable to
borrow under our revolving credit facility.

      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. .

      We have  actively  sought  additional  funds  through the possible sale of
certain company assets or through  additional  investment or loans,  which would
provide temporary relief from our current liquidity pressures.  We have sought a
strategic partner or buyer.  Given the extent of those efforts and the publicity
about the China  Group,  it is  unlikely  that  there  will be any other  buyer,
strategic partner or investor in the near future.

      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 is payable monthly and the loan must be repaid on March 12,
2003. As of September 30, 2003, the  outstanding  principal on our term loan was
approximately  $1.8  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.

      Borrowings  under the GE loans were  secured by  substantially  all of the
Company's  assets.  The term loan and credit facility require 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


                                    18 of 20
<PAGE>

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 the Company
announced  that it had been  advised by GE that its loans were in default due to
an adverse material change in the financial  condition and business  operations.
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 of $750,000,  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 NIIC converts  their DIP
loan to equity. The warrant expires 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,  our present  inability to borrow
under  our  revolving  credit  facility,  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 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 March 31, 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.



                                    19 of 20
<PAGE>

ITEM 2   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

         As  discussed  in  Note  1 to  the  unaudited  condensed  consolidation
         financial  statements,  the Company and two of its  subsidiaries  filed
         voluntary  petitions for relief under Chapter 11 of the Bankruptcy Code
         on  September  5,  2003.  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  10,000,000  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)
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 President

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









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