SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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

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.

<PAGE>

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

                                      INDEX
                                                                                                  PAGE
PART I.   FINANCIAL INFORMATION

          Item 1.  Condensed Consolidated Financial Statements

                   Condensed  Consolidated  Balance  Sheet as of September  30, 2004               3

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

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

                   Notes to Condensed Consolidated Financial Statements                            6



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




          Item 3.  Controls and Procedures                                                        17

PART II.  OTHER INFORMATION

          Item 1.  Legal Proceedings                                                              19

          Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                    19

          Item 3.  Defaults Upon Senior Securities                                                19

          Item 4.  Submission of Matters to a Vote of Security Holders                            19

          Item 5.  Other Information                                                              19

          Item 6.  Exhibits                                                                       19
</TABLE>







                                  Page 2 of 21
<PAGE>

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

                                                                September 30,
                             ASSETS                                  2004
                                                                ------------
Current assets:                                                   (Unaudited)
  Cash and cash equivalents                                     $    660,046
  Accounts receivable - trade, net                                   341,905
  Notes receivable - current portion, net                             71,607
  Inventories                                                      2,728,360
  Other current assets                                                41,921
                                                                ------------
               Total Current Assets                                3,843,839

Property and equipment, net                                          119,889
Patents and acquired intangibles, net                                458,291
Other assets, net                                                    878,731
                                                                ------------

                                                                $  5,300,750
                                                                ============

              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

  Note payable, current portion                                 $  1,926,960
  Accounts payable                                                   481,753
  Accrued expenses                                                   349,901
  Accrued warranty                                                   231,200
  Deferred revenue                                                 1,039,240
                                                                ------------
                Total Current Liabilities                          4,029,054

Deferred royalty revenue                                           4,098,271
Note Payables, long term portion                                      95,355
Note Payable DIP Financing Related Party                           1,000,000
Commitments and contingencies
Stockholders' equity (deficit):

Convertible preferred stock, par value $.001 per share;
authorized 10,000,000 shares: 0 issued
and outstanding                                                            -

Common stock - par value $.001 per share; authorized
100,000,000 shares; 9,997,195 (8,863,195 issued,
1,134,000 to be issued pending a creditor objection to claim)          9,997
Additional paid-in capital                                       104,618,070
Accumulated deficit                                             (108,549,997)
                                                                ------------
                                                                  (3,921,930)
                                                                ------------
                                                                $  5,300,750
                                                                ============



   See accompanying notes to the condensed consolidated financial statements.



                                  Page 3 of 21
<PAGE>
                             LASERSIGHT INCORPORATED AND SUBSIDIARIES
                          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
<S>                                       <C>             <C>            <C>            <C>

                                                            (Unaudited)                  (Unaudited)
                                                        Three Months Ended            Nine Months Ended
                                                           September 30,                 September 30,
                                                   ----------------------------  ----------------------------
                                                          2004         2003            2004          2003
                                                   ----------------------------  ----------------------------
Revenues:
    Products (1)                                      $  930,816   $ 1,615,725     $ 3,936,184   $ 5,297,522
    Royalties                                            234,810       234,810         704,430       704,430
                                                   ----------------------------  ----------------------------
                                                       1,165,626     1,850,535       4,640,614     6,001,952
Cost of revenues:
    Product cost                                         626,776       510,221       2,654,205     6,395,484
                                                   ----------------------------  ----------------------------
Gross profit (loss)                                      538,850     1,340,314       1,986,409      (393,532)

Research and development and regulatory expenses          42,747        61,298         135,351       354,597

Other general and administrative expenses                707,258     2,154,653       2,225,494     8,036,266
Selling-related expenses                                 117,807     3,342,737         472,510     4,546,805
Allowed warranty claims                                        -     4,640,319               -     4,640,319
Amortization of intangibles                                8,379         8,286          25,137       238,404
Impairment of patents                                          -             -               -     4,098,607
                                                   ----------------------------  ----------------------------
                                                         833,444    10,145,995       2,723,141    21,560,401
                                                   ----------------------------  ----------------------------

Income (Loss) from operations                           (337,341)   (8,866,979)       (872,083)  (22,308,530)
Other income and expenses:
Interest and other income                                275,476        10,422         331,117        48,393
Interest expense                                        (189,509)      (58,908)       (419,330)     (214.535)
                                                   ----------------------------  ----------------------------
Income (loss) before income tax benefit                 (251,374)   (8,915,465)       (960,296)  (22,474,672)
Income tax benefit                                             -             -               -       (57,708)
                                                   ----------------------------  ----------------------------
Net income (loss) before extinguishment of debt         (251,374)   (8,915,465)       (960,296)  (22,416,964)
Gain on extingushment of debt                                  -             -      15,287,634             -
                                                   ----------------------------  ----------------------------
Net income (loss)                                       (251,374)   (8,915,465)     14,327,338   (22,416,964)
Conversion discount on preferred stock                         -      (487,861)             -     (1,447,559)
                                                   ----------------------------  ----------------------------
Income (loss) attributable to common shareholders     $ (251,374) $ (9,403,326)   $ 14,327,338 $ (23,864,523)
                                                   ============================  ============================
Income (loss) per common share
Basic:                                                $    (0.03) $      (0.34)   $       0.66 $       (0.86)
                                                   ============================  ============================
Diluted:                                              $    (0.03) $      (0.34)   $       0.42 $       (0.86)
                                                   ============================  ============================
Weighted average number of shares
outstanding
Basic:                                                 9,997,000    27,842,000      21,828,000    27,842,000
                                                   ============================  ============================
Diluted:                                               9,997,000    27,842,000      34,133,000    27,842,000
                                                   ============================  ============================


(1) Including revenues from a related party of $ 778,804, $ 1,350,809, $ 3,509,714, and $ 4,223,577, respectively.

</TABLE>

   See accompanying notes to the condensed consolidated financial statements.



                                  Page 4 of 21
<PAGE>

                                    LASERSIGHT INCORPORATED AND SUBSIDIARIES
                                CONDENSDED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                                                   <C>              <C>

                                                                           2004             2003
                                                                      ------------     -------------
Cash flows from operating activities
Net income (loss)                                                     $ 14,327,338     $ (22,416,964)
Adjustments to reconcile net loss to net cash provided by
 (used in) operating activities:
Depreciation and amortization                                               80,466           571,011
Provision for uncollectable accounts                                             -         3,028,604
Write off of inventory                                                           -         3,588,040
Impairment of patents                                                            -         4,098,607
Additions to notes payable for fees & penalities                           305,211                 -
Stock options issued for services                                                -             4,251
Debt Forgiveness income                                                (15,287,634)                -
Changes in assets and liabilities:
   Accounts and notes receivable                                          (333,121)        3,336,607
   Inventories                                                             633,625         1,272,653
   Accounts payable                                                        447,758           329,358
   Accrued expenses                                                        231,449         6,390,970
   Deferred revenue                                                       (704,430)       (1,322,542)
   Other                                                                  (502,077)          500,396
                                                                      -------------    --------------

Net cash used in operating activities                                     (801,415)         (619,009)

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

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

Cash flows from financing activities
 Payments on debt financing                                               (243,823)         (240,577)
 Prcoeeds on DIP financing                                               1,250,000                 -
 Proceeds from stock subscription receivable                                     -            32,336
                                                                      -------------    --------------

Net cash provided by (used) in financing activities                      1,006,177          (208,241)
                                                                      -------------    --------------

Increase (Decrease) in cash and cash equivalents                            95,073          (841,147)

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

Cash and cash equivalents, end of period                              $    660,046     $     224,631
                                                                      =============    ==============
</TABLE>

   See accompanying notes to the condensed consolidated financial statements.


                                  Page 5 of 21
<PAGE>

                    LASERSIGHT INCORPORATED AND SUBSIDIARIES

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
         Three and Nine Month Periods Ended September 30, 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 September 30, 2004,  and for the  three-month
          and  nine-month  periods  ended  September 30, 2004 and 2003 have been
          prepared in accordance with accounting  principles  generally accepted
          in the  United  States  and the rules and  regulations  of the  United
          States  Securities  and  Exchange  Commission  for  interim  financial
          information.  Accordingly,  they do not include all of the information
          and footnotes necessary for a comprehensive  presentation of financial
          position and the results of operation.

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

          The condensed  consolidated financial statements have been prepared in
          accordance with the requirements for interim financial information and
          with the instructions to Form 10-QSB. Accordingly, they do not include
          all of the  information  and note  disclosures  required by accounting
          principles  generally  accepted  in the United  States of America  for
          complete financial statements.  These condensed consolidated financial
          statements  should  be  read  in  conjunction  with  the  consolidated
          financial statements and notes thereto included in LaserSight's annual
          report on Form  10-K for the year  ended  December  31,  2003.  In the
          opinion of management, the condensed 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 and nine month periods ended September 30,
          2004 and 2003.  The results of operations for the three and nine month
          period ended September 30, 2004 are not necessarily  indicative of the
          operating results for the full year.

NOTE 2    CRITICAL ACCOUNTING POLICIES

          The Company's condensed  consolidated  financial  statements have been
          prepared in accordance with accounting  principles  generally accepted
          in the  United  States of  America.  Preparation  of these  statements
          requires  management to make judgments and estimates.  Some accounting
          policies  have a  significant  impact  on  amounts  reported  in these
          financial statements. A summary of significant accounting policies and
          a description of accounting  policies that are considered critical may
          be found in our 2003 Annual Report on Form 10-K,  filed in March 2005,
          in the Critical  Accounting Policies and Estimates section of "Item 7.
          -  Management's  Discussion  and Analysis of Financial  Condition  and
          Results of Operations."

                                  Page 6 of 21
<PAGE>

NOTE 3    PER SHARE INFORMATION

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

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

         (1) These shares will be issued upon the resolution of a creditor
             objection to claim.
         (2) The old common stock was converted at a 51.828 to 1 ratio.

          The  following  table  presents  earnings per share  figures as if the
          reorganization  of the  capital  structure  had taken  place as of the
          beginning of the first period presented.
<TABLE>
<CAPTION>
<S>                                              <C>         <C>        <C>        <C>
                                                Three Months Ended     Nine Months Ended
                                                   September 30,         September 30,
                                             --------------------- ---------------------
                                                 2004        2003       2004       2003
                                                 ----        ----       ----       ----
         Net income (loss) per common
         share basic and diluted  .........     ($0.03)    ($0.84)     $1.43     ($2.10)

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

NOTE 4    INVENTORIES

          Inventories,  which  consist  primarily  of excimer  and erbium  laser
          systems and related parts and  components,  are stated at the lower of
          cost or market.  Cost is  determined  using the standard  cost method,
          which  approximates  cost determined on the first-in  first-out basis.
          The components of inventories,  net of reserves, at September 30, 2004
          are summarized as follows:


                                                 September 30, 2004
                                                 ------------------
          Raw materials                                  $1,959,971
          Work-in-process                                   768,389
          Finished goods                                        -0-
          Test equipment - clinical trials                      -0-

                                                  -----------------
                                                          2,728,360
                                                  ==================

                                  Page 7 of 21
<PAGE>

NOTE 5    AMENDED LOAN AGREEMENT

          On September 20, 2003 the Company announced that it had been advised
          by Heller Healthcare Finance, Inc ("Heller") and GE Healthcare
          Financial Services, Inc., as successor-in-interest to Heller
          (collectively "GE"), that its loans to the Company were in default due
          to an adverse material change in the financial condition and business
          operations of the Company. The Company continued to negotiate with GE
          and on August 30, 2004 the Company signed a three-year note expiring
          on September 30, 2007. The note bears interest of 9%. Certain
          covenants were modified as follows: net worth $750,000, tangible net
          worth $1,000,000 and minimum quarterly revenues of $1,000,000. GE was
          issued a warrant to purchase 100,000 shares of common stock at $0.25
          per share, or $0.40 per share if the New Industries Investment Group
          (the "China Group"), see Note 6, converts its DIP loan to equity. The
          warrant expires September 30, 2008.The Company is currently not in
          compliance with certain of its loan covenants and is attempting to
          negotiate revised terms with the lender,accordingly, all amounts
          outstanding under this loan agreement are classified as current
          liabilities.

NOTE 6    CHINA BACKGROUND

          The Company had been in continuous  negotiations  with the China Group
          to  secure  immediate  cash  payments  for  the  purchase  of  Company
          products, further define the terms of the 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
          $3.5 million and $4.2 million in the nine months ended September 30,
          2004 and 2003, respectively.Accounts receivable due from the China
          Group as of September 30, 2004 was $ 475,469. The loss of the China
          group as a customer would have a significant negative 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 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 September 30, 2004. Accordingly,  there was no
          stock based  compensation  for the three  months and nine months ended
          September 30, 2004.Had compensation cost for the Company's Stock-based
          compensation  plans  been  determined  based on the fair  value at the
          grant dates for awards under those plans consistent with the method of
          Statement  No. 123,  "Accounting  for Stock Based  Compensation,"  the
          Company's  net earnings and earnings per share would have been reduced
          to the pro-forma amounts indicated below:


                                  Page 8 of 21
<PAGE>
<TABLE>
<CAPTION>
          <S>                                                        <C>                <C>

                                                                          Three months ended:
                                                                    Sept. 30, 2004   Sept. 30, 2003

          Net income (loss), as reported                              $ (251,374)     $ (8,915,466)
          Deduct: Total stock-based employee
              compensation expense determined under
              fair value based method for all awards,
              net of related tax effects                                      --           190,527
                                                                      ----------      ------------
          Pro forma net income (loss)                                 $ (251,374)     $ (9,105,993)

          Conversion discount on preferred stock                              --          (487,861)
                                                                      ----------      ------------
          Pro forma income (loss) attributable
           to common shareholders                                     $ (251,374)     $ (9,593,854)
                                                                      ==========      ============
          Basic and diluted income (loss) per share:
              As reported                                                $(0.03)            (0.34)
                                                                         ======             =====
              Pro forma                                                   (0.03)            (0.34)
                                                                         ======             =====

                                                                           Nine months ended:
                                                                  Sept. 30, 2004     Sept. 30, 2003

          Net income (loss), as reported                            $ 14,327,338      $(22,416,964)
          Deduct: Total stock-based employee
              compensation expense determined under
              fair value based method for all awards,
              net of related tax effects                                      --           571,581

                                                                    ------------      ------------
          Pro forma net income (loss)                               $ 14,327,338      $(22,988,545)

          Conversion discount on preferred stock                              --        (1,447,559)
                                                                    ------------      ------------
          Pro forma income (loss) attributable
           to common shareholders                                   $ 14,327,338      $(24,436,104)
                                                                    ============      ============
          Basic income (loss) per share:
              As reported                                                 $ 0.66            (0.86)
                                                                          ======            =====
              Pro forma                                                     0.66            (0.88)
                                                                          ======            =====
          Diluted income (loss) per share:
              As reported                                                 $ 0.42            (0.86)
                                                                          ======            =====
              Pro forma                                                     0.42            (0.88)
                                                                          ======            =====
</TABLE>

NOTE 8    CONTINGENCIES


          On September 5, 2003 LaserSight and two of its subsidiaries  filed for
          Chapter 11  bankruptcy  protection  and  reorganization  in the United
          States Bankruptcy Court, Middle District of Florida, Orlando Division.
          The  cases  filed  were  LaserSight  Incorporated,  ("LSI")  Case  No.
          6-03-bk-10371-ABB;  LaserSight  Technologies,  Inc.,  ("LST") Case No.
          6-03-bk-10370-ABB;    and   LaserSight   Patents,   Inc.,   Case   No.
          6-03-bk-10369-ABB.  Under  Chapter  11,  certain  claims  against  the
          Company in existence  prior to the filing of the  petitions for relief
          under  the  federal  bankruptcy  laws are  stayed  while  the  Company
          continues business  operations as  Debtor-in-possession.  These claims
          were reflected in the December 31, 2003 balance sheets 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").
                                  Page 9 of 21
<PAGE>
          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 $108.5 million at
          September  30, 2004.  Cash flows were  negative  during the nine month
          period ended  September  30, 2004.  The  substantial  portion of these
          losses is attributable to an inability to sell certain products in the
          U.S. due to delays in Food and Drug Administration (FDA) approvals for

          the treatment of various  procedures  on the  Company's  excimer laser
          system  in the  U.S.  and  continued  development  efforts  to  expand
          clinical  approvals of the Company's excimer laser and other products.
          Additionally,  the Company's  continued  lack of adequate  funding and
          working  capital,  and  additional   administrative  and  professional
          expenses attributed to the Chapter 11 filing, have also contributed to
          these losses.

          Even with the Chapter 11 protection, the Company's ability to continue
          as a going  concern is uncertain  and  dependent  upon  continuing  to
          achieve  improved  operating  results  and  cash  flows  or  obtaining
          additional  equity  capital  and/or debt  financing.  These  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 and the  Company's
          re-focus of its products to core product lines.

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

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

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

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

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


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

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


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

          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

                                  Page 10 of 21
<PAGE>
          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 September 30 :

<TABLE>
<CAPTION>
<S>                                 <C>               <C>             <C>                  <C>
                                  Operating       Operating Profit                   Depreciation and        Capital
                                   Revenues          (Loss)              Assets         Amortization      Expenditures
                                   --------          ------              ------         ------------      ------------
2004
----
Operating  segments:
     Refractive products            930,816           (337,341)       4,652,012            12,736                 -
     Patent services                234,810            234,810                -                 -                 -
     General corporate                    -           (135,012)         648,738                 -                 -
                            ----------------------------------------------------------------------------------------
Consolidated total                1,165,626           (845,779)       5,300,750            12,736                 -
                            ========================================================================================

2003
----
Operating  segments:
     Refractive products          1,615,725         (8,325,360)       5,622,761           223,896                 -
     Patent services                234,810            234,810                -                 -                 -
     General corporate                    -           (776,429)         245,086               141                 -
                            ----------------------------------------------------------------------------------------
Consolidated total                1,850,535         (8,866,979)       5,867,847           224,037                 -
                            ========================================================================================


                                Operating       Operating Profit                   Depreciation and        Capital
                                 Revenues          (Loss)              Assets         Amortization      Expenditures
                                 --------          ------              ------         ------------      ------------
2004
----
Operating  segments:
     Refractive products          3,936,184           (872,083)       4,652,012            80,466           109,689
     Patent services                704,430            704,430                -                 -                 -
     General corporate                    -           (299,047)         648,738                 -                 -
                            ----------------------------------------------------------------------------------------
Consolidated total                4,640,614           (466,700)       5,300,750            80,466           109,689
                            ========================================================================================

2003
----
Operating  segments:
     Refractive products          5,297,522        (21,442,871)       5,622,761           570,588            13,897
     Patent services                704,430            704,430                -                 -                 -
     General corporate                    -         (1,570,089)         245,086               423                 -
                            ----------------------------------------------------------------------------------------
Consolidated total                6,001,952        (22,308,530)       5,867,847           571,011            13,897
                            ========================================================================================
</TABLE>

                                 Page 11 of 21
<PAGE>

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

Forward-Looking Statements and Associated Risks

THIS QUARTERLY REPORT ON FORM 10-QSB CONTAINS FORWARD-LOOKING STATEMENTS THAT
HAVE BEEN MADE PURSUANT TO THE PROVISIONS OF THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON MANAGEMENT'S
CURRENT EXPECTATIONS, ESTIMATES AND PROJECTIONS, BELIEFS AND ASSUMPTIONS. WORDS
SUCH AS "ANTICIPATES", "EXPECTS", "INTENDS", "PLANS", "BELIEVES", "SEEKS",
"ESTIMATES", VARIATIONS OF SUCH WORDS AND SIMILAR EXPRESSIONS ARE INTENDED TO
IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THESE STATEMENTS ARE NOT GUARANTEES OF
FUTURE PERFORMANCE AND ARE SUBJECT TO CERTAIN RISKS, UNCERTAINTIES AND
ASSUMPTIONS THAT ARE DIFFICULT TO PREDICT; THEREFORE, ACTUAL RESULTS MAY DIFFER
MATERIALLY FROM THOSE EXPRESSED OR FORECASTED IN ANY SUCH FORWARD-LOOKING
STATEMENTS. THESE RISKS AND UNCERTAINTIES INCLUDE THOSE DISCUSSED IN "PART I -
ITEM 1 - DESCRIPTION OF BUSINESS - RISK FACTORS" AND PART II - ITEM 6 -
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
OPERATIONS" CONTAINED IN THE COMPANY'S FORM 10-K FOR THE YEAR ENDED DECEMBER 31,
2003, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. UNLESS REQUIRED BY
LAW, THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING
STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
INVESTORS SHOULD REVIEW THIS QUARTERLY REPORT IN COMBINATION WITH THE COMPANY'S
ANNUAL REPORTON FORM 10-K IN ORDER TO HAVE A MORE COMPLETE UNDERSTANDING OF THE
PRINCIPAL RISKS ASSOCIATED WITH AN INVESTMENT IN THE COMPANY'S STOCK.

Overview

         LaserSight is principally engaged in the manufacture and supply of
narrow beam scanning excimer laser systems, topography-based diagnostic
workstations, and other related products used to perform procedures that correct
common refractive vision disorders such as nearsightedness, farsightedness and
astigmatism. Since 1994, we have marketed our laser systems commercially in over
30 countries worldwide and currently have an installed base of approximately 434
laser systems, including over 234 of our LaserScan LSX(TM) laser systems. We are
currently focused on selling in selected international markets; primarily China.


         We have significant liquidity and capital resource issues relative to
the timing of our accounts receivable collection and the successful completion
of new sales compared to our ongoing payment obligations and our recurring
losses from operations and net capital deficiency raises substantial doubt about
our ability to continue as a going concern. We have experienced significant
losses and operating cash flow deficits, and we expect that operating cash flow
deficits will continue without improvement in our operating results. In August
2002, we executed definitive agreements relating to our China Transaction (see
"China Transaction").

Bankruptcy

         On September 5, 2003 the company filed for Chapter 11 bankruptcy
protection and reorganization. Under Chapter 11, certain claims against the
Company in existence prior to the filing of the petitions for relief are stayed
while the Company continues business operations as debtor-in-possession. The
Company operated in this manner from September 5, 2003 through June 10, 2004,
when a final bankruptcy release was obtained. As a result of the bankruptcy
re-structuring, the Company has recorded credits for debt forgiveness of
approximately $15.3 during the three months ended June 30, 2004. Additionally,
the Company recognized charges of approximately $8.0 million during 2003 for
patent impairment, accounts receivable, and inventory write offs. The Company
cancelled all of its outstanding common and preferred stock, including warrants
and options, and issued 9,997,195 new common shares on June 30, 2004. The
Company emerged from bankruptcy with approximately $0.7 million in unsecured
liabilities, approximately $2.1 million in secured debt to GE, approximately
$5.4 million in deferred revenue and approximately $1.0 million of DIP financing
provided by NIIC, as part of the approved bankruptcy plan. NIIC converted $1.0
million of the DIP financing for additional 6,850,000 common shares. $66,000 and
$450,000 were paid for bankruptcy related professional fees for legal, financial
advisor, bankruptcy trustee, transfer agent, new stock certificates, priority
claims, printing and postage for the three and nine months ended September 30,
2004, respectively.


China Transaction

         In February 2004, we received a commitment to purchase at least $12.0
million worth of our products during the 12-month period ending February 2005,
to distribute our products in Mainland China, Hong Kong, Macao and Taiwan.

                                    12 of 21
<PAGE>


From February 2004 through September 30, 2004,  approximately $3.5 million worth
of products were sold under these agreements and subsequent  modifications.  The
purchase agreement provides for two one year extensions.

Results of Operations

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

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

                                                                                                      Percent Increase (Decrease)
                                                 As a Percentage of Net Sales                             Over Prior Periods
                                          --------------------------------------------             --------------------------------
                                            Three Months                Nine Months                Three Months        Nine Months
                                                Ended                      Ended                       Ended              Ended
                                             September 30,             September 30,               September 30,      September 30,
                                          -----------------          -----------------             -------------      -------------
                                          2004         2003          2004         2003             2004 vs. 2003      2004 vs. 2003
                                          ----         ----          ----         ----             -------------      -------------


Statement of Operations Data:
Net Revenues:
   Refractive products                    79.9%        87.3%         84.8%        88.3%                -42.4%             -25.7%
   Patent services                        20.1%        12.7%         15.2%        11.7%                  0.0%               0.0%
                                          ----         ----          ----         ----                   ---                ---
       Net Revenues                      100.0%       100.0%        100.0%       100.0%                -37.0%             -22.7%
Cost of Revenue                           53.8%        27.6%         57.2%       106.6%                 22.8%             -58.5%
                                          ----         ----          ----        -----                  ----               ----
Gross Profit (1)                          46.2%        72.4%         42.8%        -6.6%                -59.8%            -604.8%
Research, development and                                                                              -30.3%             -61.8%
   regulatory expenses (2)                 3.7%         3.3%          2.9%         5.9%
Other general and administrative                                                                       -67.2%             -72.3%
   expenses                               60.7%       116.4%         48.0%       133.9%
Selling-related expenses (3)              10.1%       180.6%         10.2%        75.8%                -96.5%             -89.6%
Impairment charge                          0.0%         0.0%          0.0%        68.3%                100.0%            -100.0%
Allowed warranty claims                    0.0%       250.8%          0.0%        77.3%                  --                 --
Amortization of intangibles                0.7%         0.4%          0.5%         4.0%                  1.1%             -89.5%
                                          ----        -----          ----        -----                  ----               ----
Loss from continuing operations          -28.9%      -228.4%        -18.8%      -226.1%                -96.2%             -96.1%
                                          ----        -----          ----        -----                  ----               ----

</TABLE>

(1)      As a percentage of net revenues, the gross profit for refractive
         products only for the three months ended September 30, 2004 and 2003,
         and the nine months ended September 30, 2004 and 2003, were 33%, 68%,
         33% and (21%), respectively.

(2)      As a percentage of refractive product net sales, research, development
         and regulatory expenses for the three months ended September 30, 2004
         and 2003, and the nine months ended September 30, 2004 and 2003, were
         5%, 4%, 3% and 7%, respectively.

                                    13 of 21
<PAGE>

(3)      As a percentage of refractive product net sales, selling-related
         expenses for the three months ended September 30, 2004 and 2003, and
         the nine months ended September 30, 2004 and 2003, were 13%, 207%, 12%
         and 86%, respectively.



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

         Revenues. Net revenues for the three months ended September 30, 2004
decreased by $685,000, or 33%, to $1.2 million from $1.9 million for the
comparable period in 2003.


         During the three months ended September 30, 2004 refractive products
revenues decreased $685,000, or 42%, to $0.9 million from $1.6 million for the
comparable period in 2003. This revenue decrease was primarily the result of
higher sales of lasers offset by lower sales of parts for laser systems. During
the three months ended September 30, 2004, excimer laser system sales accounted
for approximately $0.7 million in revenues compared to no revenues over the same
period in 2003. During the three months ended September 30, 2004, three laser
systems were sold compared to none for the comparable period in 2003. During the
three months ended September 30, 2004, parts revenues accounted for
approximately $0.1 million in revenues compared to $1.4 million in revenues over
the same period in 2003.

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

         Geographically, China has become our most significant market with $0.9
million in revenue during the three months ended September 30, 2004, as compared
to $1.4 million for the three months ended September 30, 2003.

          Cost of Revenues; Gross Profit. For the three months ended September
30, 2004 and 2003, gross profit margins were 46% and 72%, respectively. The
gross margin decrease during the three months ended September 30, 2004 was
primarily attributable to lower margins on parts sales.

         Research, Development and Regulatory Expenses. Research, development
and regulatory expenses for the three months ended September 30, 2004 decreased
approximately $19,000, or 30%, to $43,000 from $61,000 for the comparable period
in 2003. While decreasing our expenses, we continued to develop our AstraMax
diagnostic workstation.

         Other General and Administrative Expenses. Other general and
administrative expenses for the three months ended September 30, 2004 decreased
$1.4 million, or 67%, to $0.7 million from $2.2 million for the comparable
period in 2003. This decrease was primarily due to a decrease of cost reductions
to the sales and marketing, customer support, administration, and professional
services departments.

         Selling-Related Expenses and allowed warranty claims. 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
September 30, 2004 decreased $3.2 million, or 96%, to $118,000 from $3.3 million
during the comparable period in 2003. This decrease was primarily attributable
to a $3.2 million decrease in costs of license fees, 2003 included $3.5 million
of license fees primarily related to future keratome license fees due
immediately because of a default on our agreement and a increase of $0.3 million
of warranty expense. A $4.6 million expense for warranty claims allowed in
bankruptcy was taken in the three months ended September 30, 2003.


         Amortization of Intangibles. Costs relating to the amortization of
intangibles for the three months ended September 30, remained substantially
unchanged from the comparable period in 2002. Items directly related to the
amortization of intangible assets are acquired technologies, patents and license
agreements.

                                    14 of 21
<PAGE>


During 2003, the Company wrote off approximately $4.1 million of impaired
intangibles, leaving approximately $500,000 of un-impaired intangibles.
Accordingly, the Company expects future amortization amounts to be minimal,
although the Company will continue to review the carrying values for further
impairments on a periodic basis.

         Loss From Operations. The operating loss for the three months ended
September 30, 2004 was $337,000 compared to the operating loss of $8.9 million
for the same period in 2003. This decrease in the loss from operations was
primarily due to reductions in warranty costs, in 2003 $4.6 million was expensed
due to allowed claims in bankruptcy, and cost reductions to the sales and
marketing, customer support, administration, and professional services
departments.

         Other Income and Expenses. Interest and other income for the three
months ended September 30, 2004 was $275,000, an increase of $265,000 over the
comparable period in 2003. Interest and other income were earned from the
investment of cash and cash equivalents and the proceeds from a shareholder
derivative lawsuit. During the three months ended September 30, 2004, interest
expense increased by $132,000, or 224%, from $59,000 to $190,000 as a result of
increased borrowings and penalties and fees as part of our re-structuring.

         Income Taxes.  During the three months ended September 30, 2004 and
2003, we had no income tax expense.

         Net Loss. Net loss for the three months ended September 30, 2004, was
$251,000 compared to a net loss of $8.9 million for the comparable period in
2003. The decrease in net loss for the three months ended September 30, 2004 can
be primarily attributed to reductions in warranty costs and license fees.

         Loss Per Share. The loss per basic and diluted share was $0.03 for the
three months ended September 30, 2004 and $0.34 for the comparable period in
2003. However, as previously announced the Company canceled all of the common
and preferred stock outstanding, including options and warrants, at September
30, 2004. On September 30, 2004 the Company issued 9,997,195 new common shares.

Nine Months Ended September 30, 2004, Compared to Nine Months Ended September
30, 2003

         Revenues. Net revenues for the nine months ended September 30, 2004
decreased by $1.4 million, or 23%, to $4.6 million from $6.0 million for the
comparable period in 2003.

         During the nine months ended September 30, 2004, refractive products
revenues decreased $1.4 million, or 26%, to $3.9 million from $5.3 million for
the comparable period in 2003. This revenue decrease was primarily the result of
higher excimer laser unit sales offset by lower parts revenue. During the nine
months ended September 30, 2004, excimer laser system sales accounted for
approximately $3.0 million in revenues compared to $2.3 million in revenues over
the same period in 2003. During the nine months ended September 30, 2004, 14
laser systems were sold compared to 11 laser systems sold during the comparable
period in 2003. During the nine months ended September 30, 2004, parts revenues
decreased $1.9 million to $0.5 million from $2.4 million for the comparable
period in 2003.

         Net revenues from patent services for the nine months ended September
30, 2004 remained the same at $704,000 for the comparable period in 2003.

         Geographically, China has become our most significant market with $3.7
million in revenue during the nine months ended September 30, 2004, from $3.9
million for the comparable period in 2003. We expect China to continue as our
most significant market.

         Cost of Revenues; Gross Profit. For the nine months ended September 30,
2004 and 2003, gross profit margins were 44% and (13%), respectively.  The gross
margin  increase  during the nine months ended  September 30, 2004 was primarily
attributable  to a charge of $3.6  million  which  was  recorded  for  inventory
obsolescence  reserve during the three months ended June 30,2003.  The Company's
reorganization  plan, as confirmed by the bankruptcy court, called for a refocus
of the Company's products lines and the reduction of keratome and other obsolete
inventory.


                                    15 of 21
<PAGE>


         Research, Development and Regulatory Expenses. Research, development
and regulatory expenses for the nine months ended September 30, 2004 decreased
approximately $219,000, or 62%, to $135,000 from $355,000 for the comparable
period in 2003. While decreasing our expenses, we continued to develop our
AstraMax diagnostic workstation.

         Other General and Administrative Expenses. Other general and
administrative expenses for the nine months ended September 30, 2004 decreased
$5.5 million, or 71%, to $2.2 million from $8.0 million for the comparable
period in 2003. This decrease was primarily due to a decrease of approximately
$4.5 million related to cost reductions to the sales and marketing, customer
support, administration, and professional services departments, a $0.2 reduction
in depreciation expense and a reduction of $0.8 million in bad debt expense.

         Selling-Related Expenses and allowed warranty claims. 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 nine months ended
September 30, 2004 decreased $9.0 million, or 95%, to $0.5 million from $9.2
million during the comparable period in 2003. This decrease was primarily
attributable to a $4.2 million decrease in costs of license fees, a decrease of
$4.6 million of warranty expense primarily related to the terms on our excimer
laser system sales and a decrease of $0.2 of shipping expenses related to the
cost of shipping our finished products.

         Amortization of Intangibles. Costs relating to the amortization of
intangibles for the nine months ended September 30, 2004 decreased $213,000, or
89%, to $25,000 from $238,000 during the comparable period in 2003. Items
directly related to the amortization of intangible assets are acquired
technologies, patents and license agreements. During 2003, as a result of
bankruptcy related re-structuring costs the Company wrote off approximately $4.1
million of impaired intangibles, leaving approximately $500,000 of un-impaired
intangibles. Accordingly, the Company expects future amortization amounts to be
minimal, although the Company will continue to review the carrying values for
further impairments on a periodic basis.


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

         Loss From Operations. The operating income for the nine months ended
September 30, 2004 was $0.9 million compared to the operating loss of $22.3
million for the same period in 2003. This decrease in the loss from operations
was primarily due to the reductions in warranty claims and license fees,
inventory write offs and patent impairment charges.

         Other Income and Expenses. Interest and other income for the nine
months ended September 30, 2004 was $331,000, an increase of $282,000 over the
comparable period in 2003. Interest and other income were earned from the
investment of cash and cash equivalents and proceeds from a shareholder
derivative lawsuit. During the nine months ended September 30, 2004, interest
expense increased by $187,000, or 87%, from $215,000 to $419,000 as a result of
increased borrowings and related loan cost.

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

         Net Income (Loss). Net income for the nine months ended September 30,
2004, was $14.3 million compared to a net loss of $22.4 million for the
comparable period in 2003. The decrease in net loss for the nine months ended
September 30, 2004 can be attributed to reductions in warranty expense, license
fees, inventory write offs and patent impairment charges offset by the gain on
extinguishment of debt.

                                    16 of 21
<PAGE>

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

         Income (Loss) Per Share. The income (loss) per basic and diluted share
was $0.66 and $0.42, respectively, for the nine months ended September 30, 2004
and ($0.88) for the comparable period in 2003. As a result of the September 5,
2003 chapter 11 petition, the company cancelled all of its outstanding common
and preferred shares, including options and warrants. On September 30, 2004 the
Company issued 9,997,195 new common shares.

Inflation and Currency Fluctuation

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

Liquidity and Capital Resources

         On  September  5, 2003 the  company  filed for  Chapter  11  bankruptcy
protection  and  reorganization.  Under Chapter 11,  certain  claims against the
Company in existence  prior to the filing of the petitions for relief are stayed
while the Company continues  business  operations as  Debtor-in-possession.  The
Company  operated in this manner from  September 5, 2003 through  September  10,
2004,  when  a  final  bankruptcy  release  was  obtained.  As a  result  of the
bankruptcy re-structuring,  the Company recorded credits for debt forgiveness of
approximately  $15.6  during the three  months  ended  June 30,  2004 for patent
impairments,  accounts  receivable and inventory write offs.  Additionally,  the
Company recognized  re-structuring  charges of approximately $7.0 million during
2003. The Company  cancelled all of its outstanding  common and preferred stock,
including  warrants  and  options,  and issued  9,997,195  new common  shares on
September 30, 2004. The Company emerged from bankruptcy with  approximately $0.7
million in unsecured liabilities,  approximately $2.1 million in secured debt to
GE,  approximately  $5.3  million in  deferred  revenue and  approximately  $1.0
million of DIP financing  provided by NIIC.  NIIC  converted $1.0 million of the
DIP financing for additional equity.

         With the new revenues being generated from the China Group and
projected sales to other customers, management expects that LaserSight's cash
and cash equivalent balances and funds from operations (which are principally
the result of sales and collection of accounts receivable) will be sufficient to
meet its anticipated operating cash requirements for the next several months.
This expectation is based upon assumptions regarding cash flows and results of
operations over the next several months and is subject to substantial
uncertainty and risks beyond our control. If these assumptions prove incorrect,
the duration of the time period during which LaserSight could continue
operations could be materially shorter. We continue to face liquidity and
capital resource issues relative to the timing of the successful completion of
new sales compared to our ongoing payment obligations. To continue our
operations, we will need to generate increased revenues, collect them and reduce
our expenditures relative to our recent history. While we are working to achieve
these improved results, we cannot assure you that we will be able to generate
increased revenues and collections to offset required cash expenditures.

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

         On March 12, 2001, we established a $3.0 million term loan and $10.0
million revolving credit facility with GE. We borrowed $3.0 million under the
term loan at an annual rate equal to two and one-half percent (2.5%) above the
prime rate. Interest was payable monthly and the loan was required to be repaid


                                    17 of 21
<PAGE>

on March 12, 2003. As of September 30, 2004, the outstanding principal on our
term loan is approximately $1.9 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 loans are secured by substantially all of the
Company's assets. The term loan and credit facility required us to meet certain
covenants, including the maintenance of a minimum net worth. The terms of the
loans originally extended to March 12, 2003. In addition to the costs and fees
associated with the transaction, we issued to GE a warrant to purchase 243,750
shares of common stock at an exercise price of $3.15 per share. The warrant
expired on March 12, 2004. On August 15, 2002, GE provided a waiver of our prior
defaults under our loan agreement pending the funding of the equity portion of
the NIMD transaction. Upon receipt of the equity investment in October 2002,
revised covenants became effective that decreased the required minimum level of
net worth to $2.1 million, decreased minimum tangible net worth to negative $2.8
million and decreased required minimum quarterly revenues during the last two
quarters of 2002 and the first quarter of 2003. In exchange for the waiver and
revised covenants, the Company paid $150,000 in principal to GE upon the receipt
of the equity investment in October 2002 and agreed to increase other monthly
principal payments to $60,000 in October 2002 and to $40,000 during each of
November and December 2002 and January 2003, with the remaining principal due on
March 12, 2003.

           On March 12, 2003, our loan agreement with GE was extended by 30 days
from March 12, 2003 to April 11, 2003. On March 31, 2003, our loan agreement
with GE was amended again. In addition to the amendment, GE waived our failure
to comply with the net revenue covenant for the fourth quarter of 2002. In
exchange for the amendment and waiver, we paid approximately $9,250 in fees to
GE and agreed to increase our monthly principal payments to $45,000 beginning in
April 2003. Revised covenants became effective on March 31, 2003 that decreased
the minimum level of net worth to $1.0 million, minimum tangible net worth to
negative $4.0 million and minimum quarterly net revenue during 2003 to $2.0
million. We agreed to work in good faith with GE to adjust these covenants by
May 31, 2003 based on our first quarter 2003 financial results and our ongoing
efforts to obtain additional cash infusion. As discussed above, On September 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 of the Company. The Company continued to negotiate with GE
during September 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
September 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 September
30, 2008.

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

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

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<PAGE>

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 September 30, 2004,
         they have concluded that such controls and procedures are currently
         effective at the reasonable assurance level.

                           PART II - OTHER INFORMATION

ITEM 1            LEGAL PROCEEDINGS

                  Certain legal proceedings against LaserSight are described in
                  Item 3 (Legal Proceedings) of LaserSight's Form 10-K for the
                  year ended December 31, 2003.

ITEM 2            UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

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

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

                                 Page 19 of 21
<PAGE>

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 13a-14(a)

32         Certifications of CEO and CFO pursuant to Section 1350


                                   SIGNATURES

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

                                   LaserSight Incorporated

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

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




                                 Page 20 of 21
<PAGE>


                                INDEX TO EXHIBITS

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




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