SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB
(Mark One)
[X]  Quarterly  Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934. For the quarterly period ended June 30, 2005.

                                       or

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

Commission File Number:  0-19671

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


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



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

                                 (407) 678-9900
                                 --------------
                           (Issuer's telephone number)



Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.
Yes   X        No
    ------      ------



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

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of  the  latest  practicable  date.  The  number  of  shares  of the
registrant's common stock outstanding as of August 5, 2005 is 9,997,195.

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




<PAGE>


LASERSIGHT INCORPORATED AND SUBSIDIARIES

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

<TABLE>
<CAPTION>

                                      INDEX
<S>                                                                                               <C>

                                                                                                   PAGE
PART I.   FINANCIAL INFORMATION

          Item 1.     Financial Statements.

                      Condensed Consolidated Balance Sheet as of June 30, 2005
                                                                                                      3

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

                      Condensed  Consolidated  Statements  of Cash  Flows for the  Six-Month
                      Periods Ended June 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.                                                       19



PART II.  OTHER INFORMATION

          Item 1.     Legal Proceedings.                                                             20

          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.                                                             21

          Item 6.     Exhibits.                                                                      21


</TABLE>


                                  Page 2 of 22
<PAGE>

                           PART 1 - FINANCIAL INFORMATION

                      LASERSIGHT INCORPORATED AND SUBSIDIARIES
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                   (unaudited)


                                                            June 30, 2005
                                                            -------------
                        ASSETS
Current assets:
  Cash and cash equivalents .............................   $     136,604
  Accounts receivable - trade, net (including receivables
           from related partiies $2,033,074) ............       2,033,843
  Notes receivable - current portion, net ...............         339,001
  Inventories, net ......................................       1,538,393
  Prepaid expenses ......................................          38,363
                                                            -------------
                                     Total Current Assets       4,086,204
Property and equipment, net .............................          97,655
Patents, net ............................................         433,154
Deposits with suppliers .................................         254,605
Deferred financing costs, net ...........................         222,674
                                                            -------------
                                             Total Assets   $   5,094,292
                                                            =============

            LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
    Note Payable ........................................   $     736,491
    Accounts payable ....................................         185,756
    Accrued expenses ....................................         182,818
    Accrued license fees ................................         208,128
    Accrued Warranty ....................................         458,000
    Deferred revenue ....................................         876,364
                                                            -------------
                                Total Current Liabilities       2,647,557
Note Payable Related party ..............................       1,000,000
Note Payable long term portion ..........................         554,426
Deferred royalty revenue ................................       4,259,582
Commitments and contingencies
Stockholders' deficit:
Convertible preferred stock, par value $.001 per share;
authorized 10,000,000 shares- none issued                               -

Common stock - par value $.001 per share; authorized
100,000,000 shares; 9,997,195 shares issued and
outstanding .............................................           9,997
Additional paid-in capital ..............................     104,625,869
Accumulated deficit .....................................    (108,003,139)
                                                            -------------
                              Total Stockholders' Deficit      (3,367,273)
                                                            -------------
              Total Liabilities and Stockholders' Deficit   $   5,094,292
                                                            =============

     See accompanying notes to the condensed consolidated financial statements.





                                  Page 3 of 22
<PAGE>
                    LASERSIGHT INCORPORATED AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                                      <C>             <C>             <C>             <C>


                                                         Three Months   Three Months     Six Months       Six Months
                                                             Ended         Ended            Ended           Ended
                                                            June 30,      June 30,         June 30,       June 30,
                                                         -------------------------------  ---------------------------
                                                              2005           2004            2005           2004
                                                         ------------    ------------    ------------    ------------
Revenues:
    Products .........................................   $  1,245,168    $    938,856    $  3,152,558    $  3,005,368
                                                         ------------    ------------    ------------    ------------
(including revenues from related parties of
$1,143,813, $853,291, $3,023,605, and
$2,730,910, respectively)

    Royalties ........................................        270,707         234,810         531,212         469,620
                                                         ------------    ------------    ------------    ------------
                                                            1,515,875       1,173,666       3,683,770       3,474,988
Cost of revenues:
    Product cost .....................................        680,759         938,994       1,676,040       2,027,428
                                                         ------------    ------------    ------------    ------------
Gross profit .........................................        835,116         234,672       2,007,730       1,447,560

Research and development and regulatory expense.......         47,066          39,922          99,818          92,604

Other general and administrative expenses ............        591,477         898,235       1,264,594       1,518,236
Selling-related expenses .............................         14,105         133,915         273,497         354,703
Amortization of intangibles ..........................          8,379           8,379          16,758          16,758
                                                         ------------    ------------    ------------    ------------
                                                              613,961       1,040,529       1,554,849       1,889,697
                                                         ------------    ------------    ------------    ------------

Income (loss) from operations ........................        174,089        (845,779)        353,063        (534,741)
Other income and expenses:
    Interest and other income ........................          1,373          51,588           2,412          55,642
    Interest expense .................................        (82,414)       (178,921)       (171,292)       (229,822)
                                                         ------------    ------------    ------------    ------------
Income (loss) before income tax benefit ..............         93,048        (973,112)        184,183        (708,921)
Income tax benefit ...................................              -               -               -               -
                                                         ------------    ------------    ------------    ------------
Net income (loss) before extinguishment
of debt ..............................................         93,048        (973,112)        184,183        (708,921)
Gain of extinguishment of debt .......................              -      15,287,634               -      15,287,634
                                                         ------------    ------------    ------------    ------------
Net Income ...........................................   $     93,048    $ 14,314,522    $     184,183   $ 14,578,713
                                                         ============    ============    =============   ============
Income per common share
Basic: ...............................................   $       0.01    $       0.52    $       0.02    $       0.53
                                                         ============    ============    =============   ============
Diluted: .............................................   $       0.01    $       0.31    $       0.02    $       0.32
                                                         ============    ============    =============   ============
Weighted average number of shares outstanding
Basic: ...............................................      9,997,000      27,644,000       9,997,000      27,743,000
                                                         ============    ============    =============   ============
Diluted: .............................................      9,997,000      45,999,000       9,997,000      46,201,000
                                                         ============    ============    =============   ============

</TABLE>

    See accompanying notes to the condensed consolidated financial statements




                                  Page 4 of 22
<PAGE>


                    LASERSIGHT INCORPORATED AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                     SIX MONTHS ENDED JUNE 30, 2005 and 2004
                                   (unaudited)
<TABLE>
<CAPTION>
<S>                                                                       <C>             <C>


                                                                         June 30, 2005   June 30, 2004
                                                                         -------------   -------------
Cash flows from operating activities
  Net income ............................................................ $    184,183    $ 14,578,713
  Adjustments to reconcile net income to net cash
  provided by (used in) operating activities:

  Depreciation and amortization .........................................       31,025          67,730
  Amortization of discount on note payable and deferred financing
  costs .................................................................       52,316               -
  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 .................................     (579,905)       (744,075)
     Inventories ........................................................      177,531         655,325
     Accounts payable ...................................................       21,913         141,124
     Accrued expenses ...................................................      (30,820)        140,322
     Deferred revenue ...................................................      333,245        (469,620)
     Other ..............................................................      132,623        (234,411)
                                                                          ------------    ------------
Net cash provided by (used in) operating activities .....................      329,911        (847,315)

Cash flows from investing activities
   Purchases of property and equipment, net .............................       (2,573)       (109,689)
                                                                          ------------    ------------
Net cash used in investing activities ...................................       (2,573)       (109,689)

Cash flows from financing activities
  Payments on debt financing ............................................     (568,246)        (59,701)
  Proceeds from DIP Financing ...........................................            -       1,250,000
                                                                          ------------    ------------

Net cash provided by (used in) financing activities .....................     (568,246)      1,190,299
                                                                          ------------    ------------

Change in cash and cash equivalents .....................................     (240,908)        233,295

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

Cash and cash equivalents, end of period ................................ $    136,604    $    798,268
                                                                          ============    ============

</TABLE>

   See accompanying notes to the condensed consolidated financial statements




                                  Page 5 of 22
<PAGE>



                    LASERSIGHT INCORPORATED AND SUBSIDIARIES

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
         Three-Month and Six-Month Periods Ended June 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 June 30, 2005, and for the  three-month  and six-month
         periods  ended June 30, 2005 and 2004 have been  prepared in accordance
         with  accounting  principles  generally  accepted in the United States,
         except as disclosed herein, and the rules and regulations of the United
         States  Securities  and  Exchange   Commission  for  interim  financial
         information.  Accordingly,  they do not include all of the  information
         and footnotes  necessary for a comprehensive  presentation of financial
         position and the results of operations.

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

         Accounts  receivable  due from the China  Group as of June 30, 2005 was
         $2,033,074,  virtually all of the accounts  receivable  balance at June
         30, 2005. As of August 5, 2005  $1,696,941  of the accounts  receivable
         balance  remains  unpaid.  While we have verbal promises from the China
         Group 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 the China  Group as a customer  or the
         non-payment  or slow payment of monies owed to the Company would have a
         significant  adverse  effect on the Company's  ability to continue as a
         going concern.


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



                                  Page 6 of 22
<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,   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.  Convertible
         preferred  stock using the  if-converted  method,  are included if they
         would  have a dilutive  effect.  For the  period  ended  June 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,  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:

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

                                                           Three Months Ended          Six Months Ended
                                                                June 30, 2004             June 30, 2004
                                                                -------------             -------------
Net income per common share - basic and diluted                         $1.43                     $1.46
                                                                    =========                 =========

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

</TABLE>







                                  Page 7 of 22
<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 at June 30, 2005 are summarized as follows:



                         June 30, 2005
                         -------------

         Raw material    $  1,043,247
         Work in Process      565,874
         Finished Goods        79,272
         Reserve             (150,000)
                          -----------
                         $  1,538,393
                          ===========





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.

NOTE 6   CHINA BACKGROUND

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

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

                                  Page 8 of 22
<PAGE>

         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 June 30, 2005, the China Group controlled
         approximately 72% of the Company's common stock.  Company revenues from
         the China Group were approximately $3.0 million and $2.7 million in the
         six  months  ended  June 30,  2005  and  2004,  respectively.  Accounts
         receivable due from the China Group as of June 30, 2005 was $2,033,074,
         virtually all of the accounts  receivable  balance at June 30, 2005. As
         of August 5, 2005 $1,696,941 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  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
         496,000  options on 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 valid for
         ten years.  Amortization of unearned  stock-based  compensation for the
         six  months   ended  June  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.
         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.


                                  Page 9 of 22
<PAGE>

         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
         June 30, 2005.  Cash flows were negative  during the  six-month  period
         ended  June 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  attributed 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 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 GE require that one third of the payments
         received  from  WaveLight  Technologie  AG for licensing our patents be
         used for additional  principal payments.  During the first two quarters
         of 2005 additional principal payments were $200,000.

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

         Litigation
         ----------

         Italian Distributor. In February 2003, an Italian court issued an order
         restraining   LaserSight   Technologies  from  marketing  our  AstraPro
         software at a trade show in Italy. This restraining order was issued in
         favor of LIGI Tecnologie  Medicali S.p.a.  (LIGI), a distributor of our
         products,  and alleged that our  AstraPro  software  product  infringes
         certain  European  patents owned by LIGI. We had retained Italian legal


                                 Page 10 of 22
<PAGE>

         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 six months ended June 30, 2004 and 2005:








                                 Page 11 of 22
<PAGE>
                                                 SEGMENT INFORMATION

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

Three months ended June 30,

                                  Operating     Operating Profit              Depreciation and       Capital
                                   Revenues        (Loss)         Assets         Amortization     Expenditures
                                   --------        ------         ------         ------------     ------------
2005
----
Operating  segments:
     Refractive products           $1,245,168    $  123,825      $4,871,618           $ 17,024    $        923
     Patent services                  270,707       270,707               -                  -               -
     General corporate                      -      (220,443)        222,674             26,558               -
                                  ----------------------------------------------------------------------------
Consolidated total                 $1,515,875    $  174,089      $5,094,292           $ 43,582    $        923
                                  ============================================================================
2004
----
Operating  segments:
     Refractive products           $  938,856    $ (889,359)     $4,963,123           $ 28,680    $    109,689
     Patent services                  234,810       234,810               -                  -               -
     General corporate                      -      (191,230)        610,172                  -               -
                                  ----------------------------------------------------------------------------
Consolidated total                 $1,173,666    $ (845,779)     $5,573,295           $ 28,680    $    109,689
                                  ============================================================================


Six months ended June 30,
                                  Operating     Operating Profit              Depreciation and       Capital
                                   Revenues        (Loss)         Assets         Amortization     Expenditures
                                   --------        ------         ------         ------------     ------------
2005
----
Operating  segments:
     Refractive products            3,152,558       311,753       4,871,618             31,025           2,573
     Patent services                  531,212       531,212               -                  -               -
     General corporate                      -      (489,902)        222,674             52,316               -
                                  ----------------------------------------------------------------------------
Consolidated total                  3,683,770        353,063      5,094,292             83,341           2,573
                                  ============================================================================

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


</TABLE>









                                 Page 12 of 22
<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 REPOR TON FORM 10-KSB IN ORDER TO HAVE A
MORE COMPLETE UNDERSTANDING OF THE PRINCIPAL RISKS ASSOCIATED WITH AN INVESTMENT
IN THE COMPANY'S STOCK.

Overview

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

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

Bankruptcy

         On September 5, 2003 we filed for Chapter 11 bankruptcy  protection and
reorganization.  We 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,  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 to GE,  approximately $5.3 million in
deferred  revenue and  approximately  $1.0 million of DIP financing  provided by
NIIC, as part of the approved  bankruptcy  plan.  NIIC converted $1.0 million of
the DIP financing for additional 6,850,000 common shares.


China Transaction

         In  February  2004,  we  received  a  commitment  from a related  party
purchaser 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


                                 Page 13 of 22
<PAGE>

China,  Hong Kong,  Macao and Taiwan.  The purchase  agreement  provides for two
one-year  extensions.  From February 2004 through June 2005,  approximately $9.2
million worth of products were sold under this agreement. Product issues reduced
shipments  during the third and fourth  quarter 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 have
received payments totaling $600,000 and are due to receive  additional  payments
totaling  $300,000 prior to October 15, 2005.  Payments received are on schedule
per the license  agreement.  $45,000 in broker fees were paid to PCE Investments
for their assistance in closing this transaction.  The agreement terminates when
the patents expire,  or earlier in the event of the occurrence of certain events
of default, including the failure of WaveLight to make required payments.


Results of Operations

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

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


Statement of Operations Data:
Net Revenues:
   Refractive products                   82.1%    80.0%       85.6%    86.5%            32.6%                4.9%
   Patent services                       17.9%    20.0%       14.4%    13.5%            15.3%               13.1%
                                        -----    -----       -----    -----            ------             ------
       Net Revenues                     100.0%   100.0%      100.0%   100.0%            29.2%                6.0%
Cost of Revenue                          44.9%    80.0%       45.5%    58.3%           -27.5%              -17.3%
                                        -----    -----       -----    -----            ------             ------
Gross Profit (1)                         55.1%    20.0%       54.5%    41.7%           255.9%               38.7%
Research, development and                                                               17.9%                7.8%
   regulatory expenses (2)                3.1%     3.4%        2.7%     2.7%
Other general and administrative                                                                           -16.7%
   expenses                              39.0%    76.5%       34.3%    43.7%           -34.2%
Selling-related expenses (3)              0.9%    11.4%        7.4%    10.2%           -89.5%              -22.9%
Amortization of intangibles               0.6%     0.7%        0.5%     0.5%             0.0%                0.0%
                                        -----    -----       -----    -----            ------             ------
Net Income from operations               11.5%   -72.1%        9.6%   -15.4%          -120.6%             -166.0%


</TABLE>












                                 Page 14 of 22
<PAGE>


(1)      As a  percentage  of net  revenues,  the gross  profit  for  refractive
         products  only for the three  months  ended June 30, 2005 and 2004 were
         45% and 0%, respectively and for the six months ended June 30, 2005 and
         2004 were 47% and 33%, respectively.

(2)      As a percentage of refractive product net sales, research,  development
         and  regulatory  expenses  for the three months ended June 30, 2005 and
         2004,  were 4% and 4%,  respectively  and for the six months ended June
         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 June 30, 2005 and 2004 were 1% and
         14%,  respectively  and for the six months ended June 30, 2005 and 2004
         were 9% and 12%, respectively.



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

      Our consolidated  revenues totaled $1.5 million for the three months ended
June 30,  2005,  an increase of  approximately  $0.3  million or 29% compared to
revenues for the three months ended June 30, 2004 of $1.2 million.  The increase
was primarily  attributable  to increased  sales of laser  systems.  Five lasers
systems  were sold in the  second  quarter  of 2005 and  three  were sold in the
second quarter of 2004. For the three months ended June 30, 2005, parts revenues
were $0.1  million  compared to $0.1 million for the three months ended June 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 June 30, 2005 compared to four for the comparable period in 2004. Our 2005
budget projected laser sales at twelve per quarter, or forty-eight for the year.
Delayed cash payments have necessitated reducing the annual forecast for 2005 to
thirty two lasers.

         Net revenues from patent  services  increased by $36,000,  or 15%, from
$235,000  for the three  months  ended June 30, 2004 to  $271,000  for the three
months  ended June 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 $1.1
million in revenue  during the three months ended June 30, 2005,  as compared to
$0.9 million for the three months ended June 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 June 30,  2005,  consolidated  cost of sales of $0.7
million was approximately  45% of net revenues of $1.5 million,  compared to the
same  period  in 2004  when  our  cost of sales  was  approximately  80 % of net
revenues.  Going  forward into 2005,  the emphasis  will be continued  unit cost
reductions driven by efficient  purchasing and limited re-design of the 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 June 30, 2005 decreased $120,000, or 89%, to
$14,000 from $134,000 during 2004. This decrease was primarily attributable to a
review of the warranty reserve and the reduction of the reserve of $118,000. The
warranty reserve was adjusted to remove reserves for lasers out of warranty. Our
2005 operating plan projected our selling-related expense ratio to be 11% of net
revenues. For the three months ended June 30, 2005 selling related expenses were
1% of revenues 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 $307,000 to $591,000 in the
three months ended June 30, 2005, from $898,000 for the same period in 2004. The
decrease  was  primarily  due to lower  legal  fees and salary  reductions.  Our
operating  plan for fiscal 2005  projected  business  levels  that will  require


                                 Page 15 of 22
<PAGE>

general and administrative expenses to be lower due to reduced professional 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 but is caused by general and  administrative
expenses remaining similar to projections with revenues forecast lower.

         Research,  development and regulatory  expenses  increased by $7,000 to
$47,000  for the three  months  ended June 30,  2005 from  $40,000 for the three
months ended June 30, 2004.  Even though our resources are limited,  we continue
to offer  improvements  to our  product.  Our  operating  plan for  fiscal  2005
projects business levels that will require research,  development and regulatory
expenses to be similar to 2004.

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

            o   We received $1,400 of interest income on notes receivable.

            o   In the three  months  ended June 30,  2005,  we paid  $83,000 in
                interest  to GE, the DIP  financier  and the tax  assessor.  The
                interest expense  includes $27,000 of amortized  financing costs
                including  the  fair  value  of a  warrant  issued  to  GE.  The
                amortization  of  financing  costs is $8,600  per month and will
                continue until June of 2007.

         For the three months ended June 30, 2005 and 2004, we had no income tax
expense.

         Net income for the three months  ended June 30, 2005 was  approximately
$93,000  compared to $14.3  million  for the same  period in 2004,  a decline of
approximately  $14.2 million.  This $14.2 million decline in the current quarter
was comprised approximately of:



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

            o   increased annual meeting expenses of $42,000.

            o   decreased interest expense of $46,000.

            o   decreased professional expenses of $209,000 for legal fees.

            o   increased gross profit of $600,000.

            o   decreased  selling  related  expenses  of  $120,000  related  to
                reduced warranty estimates and unit shipping charges.

            o   reduced salaries of $68,000.

Six Months Ended June 30, 2005, Compared to Six Months Ended June 30, 2004

         Our consolidated revenues totaled $3.7 million for the six months ended
June 30,  2005,  an increase  of  approximately  $0.2  million or 6% compared to
revenues  for the six months ended June 30, 2004 of $3.5  million.  The increase
was primarily attributable to increased sales of laser systems.  Thirteen lasers
systems  were sold in the first half of 2005 and  eleven  were sold in the first
half of 2004.  For the six months ended June 30, 2005,  parts revenues were $0.2
million  compared to $0.4 million for the six months  ended June 30, 2004.  This


                                 Page 16 of 22
<PAGE>

was  offset by $0.06  million  in reduced  sales of our  AstraMax(R)  diagnostic
workstation;  four AstraMax sales were recorded in the six months ended June 30,
2005  compared  to six for the  comparable  period  in  2004.  Our  2005  budget
projected  laser  sales at twelve  per  quarter,  or  forty-eight  for the year.
Delayed cash payments have necessitated reducing the annual forecast for 2005 to
thirty two lasers.

         Net revenues from patent  services  increased by $62,000,  or 13%, from
$470,000  for the six months  ended June 30, 2004 to $531,000 for the six months
ended June 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.

         Geographically,  China has become our most significant market with $3.0
million in revenue  during the six months  ended June 30,  2005,  as compared to
$2.7 million for the six months ended June 30, 2004.

         Consolidated   cost  of   sales   includes   direct   material   costs,
manufacturing wages, inbound freight, rework, scrap and standard cost variances.
For the six  months  ended  June 30,  2005,  consolidated  cost of sales of $1.7
million was approximately  45% of net revenues of $3.7 million,  compared to the
same  period  in 2004  when  our  cost of sales  was  approximately  58 % of net
revenues.  This  improvement  was caused by the reduction of costs for inventory
adjustments,  rework and cost  variances.  Going forward into 2005, the emphasis
will be  continued  unit cost  reductions  driven by  efficient  purchasing  and
limited  re-design  of the 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 six months ended June 30, 2005 decreased  $81,000,  or 23 %, to
$273,000 from $355,000 during 2004. This decrease was primarily  attributable to
a decrease in  warranty  costs,  due to a review of the  warranty  reserve.  The
warranty reserve was adjusted to remove reserves for lasers out of warranty. Our
2005 operating plan projected our selling-related expense ratio to be 11% of net
revenues. For the three months ended June 30, 2005 selling related expenses were
1% of revenues 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 $200,000 to $1.3 million in the
six months ended June 30,  2005,  from $1.5 million for the same period in 2004.
The decrease was primarily  due to reductions of legal fees and salary  expense.
Our operating plan for fiscal 2005 projected  business  levels that will require
general and administrative expenses to be lower due to reduced professional 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 but is caused by general and  administrative
expenses remaining similar to projections with revenues forecast lower.

         Research,  development  and  regulatory  expenses  increased  $7,000 to
$100,000  for the six months  ended June 30,  2005 to $93,000 for the six months
ended June 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 six months  ended June 30,  2005,  amortization  of  intangibles
remained   unchanged  at  $16,800.   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 six  months  ended  June 30,  2005
consisted of the following:

            o   We received $2,400 of interest income on notes receivable.


            o   In the six  months  ended June 30,  2005,  we paid  $171,000  in

                                 Page 17 of 22
<PAGE>
                interest  to GE, the DIP  financier  and the tax  assessor.  The
                interest expense  includes $52,000 of amortized  financing costs
                and the fair value of a warrant  issued to GE. The  amortization
                of financing  costs is $8,600 per month and will continue  until
                June of 2007.

         For the six months  ended June 30, 2005 and 2004,  we had no income tax
expense.

         Net  income for the six months  ended June 30,  2005 was  approximately
$184,000  compared to $14.6  million  for the same period in 2004,  a decline of
approximately  $14.4 million.  This $14.4 million  decline for the first half 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 $560,000.

            o   reduced salaries of $64,000.

            o   decreased selling related expenses of $81,000 related to reduced
                warranty estimates.

            o   decreased  professional  expenses  of  $195,000  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. 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 to GE,  approximately  $5.3 million in deferred  revenue
and approximately $1.0 million of DIP financing provided by NIIC. NIIC converted
$1.0 million of the DIP financing for additional equity.

         With  the new  revenues  being  generated  from  the  China  Group  and
projected sales to other  customers,  management  expects that 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 its
anticipated  operating  cash  requirements  for the next  several  months.  This
expectation  is based  upon  assumptions  regarding  cash  flows and  results of
operations   over  the  next  several  months  and  is  subject  to  substantial
uncertainty and risks beyond our control.  If these assumptions prove incorrect,
the duration of the time period during which 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  $3.0  million in the six- months ended June 30, 2005.
Accounts  receivable  due from  the  China  Group  as of June  30,  2005 was $2,
033,074,  virtually all of the accounts  receivable balance at June 30, 2005. As
of August 5, 2005 $1,696,941 of the accounts  receivable balance remains unpaid.
While  we have  verbal  promises  from  the  China  Group  to pay  the  accounts


                                 Page 18 of 22
<PAGE>

receivable  balance  and  management  continues  to  believe  that it 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  other
assumptions  underlying  our business  plan or our  expectations  regarding  our
working capital requirements or our ability to continue operations.

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

         Our expectations  regarding future working capital requirements and our
ability to continue operations are based on various factors and assumptions that
are subject to  substantial  uncertainty  and risks beyond our  control,  and no
assurances  can be  given  that  these  expectations  will  prove  correct.  The
occurrence of adverse  developments  related to these risks and uncertainties or
others  could  result in 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.

The Company  maintains  disclosure  controls and procedures that are designed to
ensure that information  required to be disclosed in our Exchange Act reports is
recorded,  processed,  summarized and reported within the time periods specified
in the  Securities  and  Exchange  Commission's  rules  and  forms and that such
information is accumulated and  communicated  to our  management,  including our
Chief Executive Officer and Chief Financial  Officer,  as appropriate,  to allow
for timely decisions regarding required disclosure.  In designing and evaluating
the disclosure controls and procedures,  management recognizes that any controls
and  procedures,  no matter how well  designed  and  operated,  can provide only
reasonable assurance of achieving the desired control objectives, and management
is required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.
We carry out a variety of on-going  procedures,  under the  supervision and with
the  participation of our management,  including our Chief Executive Officer and
our Chief Financial  Officer,  to evaluate the  effectiveness  of the design and
operation of our disclosure controls and procedures. Our Chief Executive Officer
and Chief Financial Officer have concluded that such controls and procedures are
currently effective at the reasonable assurance level.


                                 Page 19 of 22
<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.

         The annual meeting of shareholders was held in our Company's offices at
6848 Stapoint Court,  Winter Park, Florida 32792 on Tuesday,  April 26, 2005. As
of the record  date of March 23,  2005,  there were  9,997,195  shares of Common
Stock issued,  outstanding and eligible to vote. In the meeting the shareholders
voted on and approved the following:

    1) To elect Xian Ding Weng, Ying Zhi Gu and Guy Numann as Directors for  one
       year terms to expire at the Annual Shareholders' Meeting in 2006
         Name                 For              % For     Against         Abstain
         Xian Ding Weng       8,646,741        86.49%       1             67,467
         Ying Zhi Gu          8,711,243        87.14%       0              2,966
         Guy Numann           8,647,615        86.50%       0             66,594



    2) To ratify the appointment of Moore Stephens Lovelace, P.A. as auditors of
       the Company for the 2005 fiscal year
             For               % For      Against    Abstain    Broker Non Vote
       8,709,373              87.12%       2,574      2,626            0


    3) To approve our Company's 2005  Stock  Option  Plan and  reserve 1,000,000
       shares of common stock
             For               % For      Against    Abstain    Broker Non Vote
       8,318,849              83.21%      69,537      3,997           321,826

No other business was brought before the Annual Meeting.


                                 Page 20 of 22
<PAGE>

Item 5        Other Information.

              Not applicable.

Item 6        Exhibits.

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

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

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

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

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

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

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

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

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

  32.1        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 21 of 22
<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: August 5, 2005                  By: /s/ Danghui ("David") Liu
                                         ----------------------------
                                            Danghui ("David") Liu, President,
                                            Chief Executive Officer and Director

Dated: August 5, 2005                  By:  /s/ Dorothy M. Cipolla
                                         ----------------------------
                                            Dorothy M. Cipolla,
                                            Chief Financial Officer






















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