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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-QSB



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QUARTERLY REPORT UNDER SECTION 13 OR
15 (d) OF

THE SECURITIES EXCHANGE ACT OF 1934



FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005



Commission File Number: 000-27372



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STOCKERYALE, INC.

(Exact name of registrant as specified in its charter)



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|                         |  |                                        
|------------------------ |  | ---------------------------------------
|Massachusetts            |  | 04-2114473                             
|(State of Incorporation) |  | (I.R.S. Employer Identification Number)



32 Hampshire Road,
Salem, New Hampshire 03079

(Address of registrants principal executive office)



(603) 893-8778

(Registrants telephone number)



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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 a shell company (as defined in Rule 12b-2
of the Exchange Act).    Yes ̈No  x



Transitional Small Business Disclosure Format
(Check one):    Yes ̈No  x



As of October 17, 2005, there were 27,619,614 shares of
the issuers common stock outstanding.



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##### Table of Contents

STOCKERYALE, INC.



INDEX TO FORM 10-QSB



|                              |  |                                                                                                                                   |  |     
|----------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                              |  |                                                                                                                                   |  | Page
|PART I- FINANCIAL INFORMATION
|                              |  |                                                                                                                                  
|Item 1                        |  | Consolidated Financial Statements (unaudited)                                                                                     |  | 1   
|                              |  |                                                                                                                                  
|                              |  | Condensed Consolidated Balance Sheets at September 30, 2005 (unaudited) and December 31, 2004 (audited)                           |  | 1   
|                              |  |                                                                                                                                  
|                              |  | Condensed Consolidated Statement of Operations for the three months and nine months ended September 30, 2005 and 2004 (unaudited) |  | 2   
|                              |  |                                                                                                                                  
|                              |  | Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2005 and 2004 (unaudited)                  |  | 3   
|                              |  |                                                                                                                                  
|                              |  | Notes to Condensed Consolidated Financial Statements (unaudited)                                                                  |  | 4   
|                              |  |                                                                                                                                  
|Item 2                        |  | Managements Discussion and Analysis of Financial Condition and Operating Results                                                 |  | 12  
|                              |  |                                                                                                                                  
|Item 3                        |  | Controls and Procedures                                                                                                           |  | 18  
|                             
|PART II - OTHER INFORMATION  
|                              |  |                                                                                                                                  
|Item 1                        |  | Legal Proceedings                                                                                                                 |  | 19  
|                              |  |                                                                                                                                  
|Item 2                        |  | Unregistered Sale Of Equity Securities And Use Of Proceeds                                                                        |  | 19  
|                              |  |                                                                                                                                  
|Item 4                        |  | Submission of Matters to Vote of Security Holders                                                                                 |  | 19  
|                              |  |                                                                                                                                  
|Item 5                        |  | Other Information                                                                                                                 |  | 19  
|                              |  |                                                                                                                                  
|Item 6                        |  | Exhibits                                                                                                                          |  | 19  
|                              |  |                                                                                                                                  
|                              |  | Signatures                                                                                                                        |  | 20  



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##### Table of Contents

Part I



ITEM 1.
FINANCIAL STATEMENTS



STOCKERYALE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS



|                                                                                                                                                                                 |  |                                |         |   |                  |   |         |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                                                                 |  | September 30,2005              |         |   | December 31,2004 |  
|                                                                                                                                                                                 |  | (unaudited)                    |         |   | (audited)        |  
|                                                                                                                                                                                 |  | In thousands except share data |        
|Assets                                                                                                                                                                           |  |                                |         |   |                  |   |         |  
|Current assets:                                                                                                                                                                  |  |                                |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                                                                                        |  | $                              | 1,894   |   |                  | $ | 4,061   |  
|Accounts receivable less allowances of $107 at September 30, 2005 and $105 at December 31, 2004                                                                                  |  |                                | 3,872   |   |                  |   | 2,822   |  
|Inventories                                                                                                                                                                      |  |                                | 3,713   |   |                  |   | 3,612   |  
|Prepaid expenses and other current assets                                                                                                                                        |  |                                | 567     |   |                  |   | 256     |  
|                                                                                                                                                                                 |  |                                |         |   |                  |   |         |  
|Total current assets                                                                                                                                                             |  |                                | 10,046  |   |                  |   | 10,751  |  
|Net property, plant and equipment                                                                                                                                                |  |                                | 16,671  |   |                  |   | 18,582  |  
|Goodwill                                                                                                                                                                         |  |                                | 2,677   |   |                  |   | 2,677   |  
|Acquired intangible assets, net                                                                                                                                                  |  |                                | 906     |   |                  |   | 1,144   |  
|Other long-term assets                                                                                                                                                           |  |                                | 434     |   |                  |   | 624     |  
|                                                                                                                                                                                 |  |                                |         |   |                  |   |         |  
|Total assets                                                                                                                                                                     |  | $                              | 30,734  |   |                  | $ | 33,778  |  
|                                                                                                                                                                                 |  |                                |         |   |                  |   |         |  
|Current liabilities:                                                                                                                                                             |  |                                |         |   |                  |   |         |  
|Current portion of long-term debt and capital lease obligations, net of unamortized discount of $1,033 at September 30, 2005 and $1,407
at December 31, 2004                     |  | $                              | 3,120   |   |                  | $ | 1,912   |  
|Short-term debt                                                                                                                                                                  |  |                                | 3,397   |   |                  |   | 2,076   |  
|Accounts payable                                                                                                                                                                 |  |                                | 2,252   |   |                  |   | 2,427   |  
|Accrued expenses                                                                                                                                                                 |  |                                | 1,443   |   |                  |   | 2,195   |  
|                                                                                                                                                                                 |  |                                |         |   |                  |   |         |  
|Total current liabilities                                                                                                                                                        |  |                                | 10,212  |   |                  |   | 8,610   |  
|Long-term debt and capital lease obligations, net of unamortized discount of $255 at September 30, 2005 and $718 at December 31,
2004                                            |  |                                | 3,912   |   |                  |   | 5,552   |  
|Minority interest                                                                                                                                                                |  |                                | 35      |   |                  |   | 35      |  
|                                                                                                                                                                                 |  |                                |         |   |                  |   |         |  
|Total liabilities                                                                                                                                                                |  |                                | 14,159  |   |                  |   | 14,197  |  
|                                                                                                                                                                                 |  |                                |         |   |                  |   |         |  
|Stockholders equity:                                                                                                                                                            |  |                                |         |   |                  |   |         |  
|Common stock, par value $0.001; shares authorized 100,000,000; shares issued and outstanding 27,704,335 and 24,595,536 at September 30,
2005 and December 31, 2004, respectively |  |                                | 28      |   |                  |   | 25      |  
|Paid-in capital                                                                                                                                                                  |  |                                | 88,951  |   |                  |   | 85,448  |  
|Deferred compensation                                                                                                                                                            |  |                                | (487    | ) |                  |   |        |  
|Accumulated other comprehensive income                                                                                                                                           |  |                                | 2,133   |   |                  |   | 1,866   |  
|Accumulated deficit                                                                                                                                                              |  |                                | (74,050 | ) |                  |   | (67,758 | )
|                                                                                                                                                                                 |  |                                |         |   |                  |   |         |  
|Total stockholders equity                                                                                                                                                       |  |                                | 16,575  |   |                  |   | 19,581  |  
|                                                                                                                                                                                 |  |                                |         |   |                  |   |         |  
|Total liabilities and stockholders equity                                                                                                                                       |  | $                              | 30,734  |   |                  | $ | 33,778  |  
|                                                                                                                                                                                 |  |                                |         |   |                  |   |         |  



See notes to
unaudited condensed consolidated financial statements.



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##### Table of Contents

STOCKERYALE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



|                                                   |  |                                    |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|-------------------------------------------------- |  | ---------------------------------- | ------ | - | ------------------------------ | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                   |  | Three Months EndedSeptember 30,    |        |   | Nine Months EndedSeptember 30, |  
|                                                   |  | 2005                               |        |   | 2004                           |   |        | 2005 |  |   | 2004   |  
|                                                   |  | (Unaudited)                        |        |   | (Unaudited)                    |  
|                                                   |  | In thousands except per share data |       
|Net sales                                          |  | $                                  | 4,976  |   |                                | $ | 4,852  |      |  | $ | 14,281 |   |  | $ | 13,466 |  
|Cost of sales                                      |  |                                    | 3,409  |   |                                |   | 3,392  |      |  |   | 9,414  |   |  |   | 9,568  |  
|                                                   |  |                                    |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Gross profit                                       |  |                                    | 1,567  |   |                                |   | 1,460  |      |  |   | 4,867  |   |  |   | 3,898  |  
|                                                   |  |                                    |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Operating expenses:                                |  |                                    |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Selling expenses                                   |  |                                    | 707    |   |                                |   | 676    |      |  |   | 2,160  |   |  |   | 2,076  |  
|General and administrative                         |  |                                    | 1,099  |   |                                |   | 1,666  |      |  |   | 3,531  |   |  |   | 4,068  |  
|Research and development                           |  |                                    | 774    |   |                                |   | 832    |      |  |   | 2,416  |   |  |   | 2,445  |  
|Amortization expense                               |  |                                    | 80     |   |                                |   | 80     |      |  |   | 238    |   |  |   | 239    |  
|Asset impairment charge                            |  |                                    |       |   |                                |   |       |      |  |   | 618    |   |  |   |       |  
|                                                   |  |                                    |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Total operating expenses                           |  |                                    | 2,660  |   |                                |   | 3,254  |      |  |   | 8,963  |   |  |   | 8,828  |  
|                                                   |  |                                    |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Operating loss                                     |  |                                    | (1,093 | ) |                                |   | (1,794 | )    |  |   | (4,096 | ) |  |   | (4,930 | )
|Interest and other (income) expense                |  |                                    | 63     |   |                                |   | 24     |      |  |   | 54     |   |  |   | 28     |  
|Debt acquisition and discount amortization expense |  |                                    | 515    |   |                                |   | 516    |      |  |   | 1,502  |   |  |   | 2,957  |  
|Interest expense                                   |  |                                    | 237    |   |                                |   | 196    |      |  |   | 640    |   |  |   | 550    |  
|                                                   |  |                                    |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Loss before income tax benefit                     |  |                                    | (1,908 | ) |                                |   | (2,530 | )    |  |   | (6,292 | ) |  |   | (8,465 | )
|Income tax benefit                                 |  |                                    |       |   |                                |   |       |      |  |   |       |   |  |   |       |  
|                                                   |  |                                    |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Net loss                                           |  | $                                  | (1,908 | ) |                                | $ | (2,530 | )    |  | $ | (6,292 | ) |  | $ | (8,465 | )
|                                                   |  |                                    |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Basic and diluted net loss per share:              |  |                                    |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Net loss per share                                 |  | $                                  | (0.07  | ) |                                | $ | (0.12  | )    |  | $ | (0.25  | ) |  | $ | (0.43  | )
|Weighted average shares outstanding:               |  |                                    |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Basic and diluted                                  |  |                                    | 26,666 |   |                                |   | 21,651 |      |  |   | 25,287 |   |  |   | 19,658 |  



See notes to
unaudited condensed consolidated financial statements.



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STOCKERYALE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                            |  |                                |        |   |      |   |        |  
|--------------------------------------------------------------------------- |  | ------------------------------ | ------ | - | ---- | - | ------ | -
|                                                                            |  | Nine Months EndedSeptember 30, |       
|                                                                            |  | 2005                           |        |   | 2004 |  
|                                                                            |  | (Unaudited) $000s             |       
|Operations                                                                  |  |                                |        |   |      |   |        |  
|Net loss                                                                    |  | $                              | (6,292 | ) |      | $ | (8,465 | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                                |        |   |      |   |        |  
|Deferred compensation expense                                               |  |                                | 36     |   |      |   |       |  
|Depreciation and amortization                                               |  |                                | 1,803  |   |      |   | 1,757  |  
|Asset impairment expense                                                    |  |                                | 618    |   |      |   |       |  
|Debt acquisition and discount amortization expense                          |  |                                | 1,502  |   |      |   | 2,957  |  
|Loss on disposal of assets                                                  |  |                                | 17     |   |      |   | 24     |  
|Other changes in assets and liabilities                                     |  |                                |        |   |      |   |        |  
|Accounts receivable, net                                                    |  |                                | (1,104 | ) |      |   | (1,342 | )
|Inventories                                                                 |  |                                | (163   | ) |      |   | 120    |  
|Prepaid expenses and other current assets                                   |  |                                | (320   | ) |      |   | (1     | )
|Accounts payable                                                            |  |                                | (160   | ) |      |   | 319    |  
|Accrued expenses                                                            |  |                                | (788   | ) |      |   | 382    |  
|Other assets and liabilities                                                |  |                                | (32    | ) |      |   | 38     |  
|                                                                            |  |                                |        |   |      |   |        |  
|Net cash used in operating activities                                       |  |                                | (4,883 | ) |      |   | (4,211 | )
|                                                                            |  |                                |        |   |      |   |        |  
|Financing                                                                   |  |                                |        |   |      |   |        |  
|Proceeds from sale of common stock                                          |  |                                | 2,506  |   |      |   | 3,143  |  
|Proceeds from issuance of short term note                                   |  |                                | 1,500  |   |      |   |       |  
|Proceeds of convertible term notes                                          |  |                                |       |   |      |   | 9,550  |  
|Principal payments of long term debt                                        |  |                                | (1,275 | ) |      |   | (7,272 | )
|Repayments of bank debt and capital leases                                  |  |                                | (104   | ) |      |   | (406   | )
|Debt issuance costs                                                         |  |                                | (2     | ) |      |   |       |  
|Other                                                                       |  |                                |       |   |      |   | (628   | )
|                                                                            |  |                                |        |   |      |   |        |  
|Net cash provided by financing activities                                   |  |                                | 2,625  |   |      |   | 4,387  |  
|                                                                            |  |                                |        |   |      |   |        |  
|Investing                                                                   |  |                                |        |   |      |   |        |  
|Purchases of property, plant and equipment                                  |  |                                | (111   | ) |      |   | (299   | )
|Proceeds from asset sales                                                   |  |                                |       |   |      |   | 200    |  
|                                                                            |  |                                |        |   |      |   |        |  
|Net cash used in investing activities                                       |  |                                | (111   | ) |      |   | (99    | )
|                                                                            |  |                                |        |   |      |   |        |  
|Effect of exchange rates                                                    |  |                                | 202    |   |      |   | 125    |  
|Net change in cash and equivalents                                          |  |                                | (2,167 | ) |      |   | 202    |  
|Cash and equivalents, beginning of period                                   |  |                                | 4,061  |   |      |   | 1,008  |  
|                                                                            |  |                                |        |   |      |   |        |  
|Cash and equivalents, end of period                                         |  | $                              | 1,894  |   |      | $ | 1,210  |  
|                                                                            |  |                                |        |   |      |   |        |  
|Supplemental disclosure of cash flow information:                           |  |                                |        |   |      |   |        |  
|Interest paid                                                               |  | $                              | 622    |   |      | $ | 550    |  
|Conversion of debt to common stock                                          |  |                                |       |   |      |   | 4,202  |  
|Acquisition of property under capital lease obligation                      |  |                                | 15     |   |      |   |       |  
|Issuance of restricted stock                                                |  |                                | 522    |   |      |   |       |  



See notes to
unaudited condensed consolidated financial statements.



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##### Table of Contents

STOCKERYALE, INC.

NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2005



(1) ORGANIZATION AND BASIS OF PRESENTATION



The accompanying unaudited condensed consolidated financial statements have been prepared by
StockerYale, Inc. (the Company) and, in the opinion of management, reflect all adjustments of a normal recurring nature necessary for a fair statement of (a) the results of operations for the three and nine month periods ended
September 30, 2005 and 2004, (b) the financial position at September 30, 2005 and December 31, 2004, and (c) the cash flows for the nine month periods ended September 30, 2005 and 2004. These interim results are not
necessarily indicative of results for a full year or any other interim period.



The accompanying consolidated financial statements and notes are condensed as permitted by Form 10-QSB and do not contain certain information included in the annual financial statements and notes of the Company. These unaudited condensed
consolidated financial statements and notes should be read in conjunction with the consolidated financial statements and notes included in the Companys Annual Report on Form 10-KSB for the year ended December 31, 2004.



The Company has prepared these unaudited condensed financial statements on a going concern
basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Companys continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its
obligations on a timely basis through improved operations, refinancing of existing debt and/or additional financing.



The Companys current forecast for 2005 calls for increased revenues, reduced operating costs, and the pursuit of additional sources of funds to finance operations
through the end of 2005. The Company can give no assurances as to the timing or terms of such financing arrangements, assuming it is able to consummate one or more funding options. If the Company is unable to obtain sufficient funding, it will need
to implement further cost reduction strategies, and the Company may not have adequate capital to sustain its current operations. Financing options in process or under consideration are the restructuring of debt, sale/leaseback of real estate and/or
a private placement of equity/debt securities. The Company expects to close one or more of these financing options in 2005.



Certain amounts reported for prior periods have been reclassified to be consistent with the current period presentation.



(2) LOSS PER SHARE



In accordance with Statement of Financial Accounting Standards (SFAS)
No. 128, Earnings per Share, basic and diluted net loss per common share for the three and nine months ended September 30, 2005 and 2004, respectively is calculated by dividing the net loss applicable to common stockholders by the
weighted average number of common shares outstanding. There were 3,673,848 and 4,105,863 options and 4,954,058 and 2,738,490 warrants outstanding as of September 30, 2005 and 2004, respectively, which were not included in the diluted shares
calculation because their inclusion would be anti-dilutive. As of September 30, 2005 the Company had issued 678,180 restricted stock grants, none of which were vested. The grants were not included in the calculation as their effect would be
anti-dilutive.



(3) INVENTORIES



Inventories are stated at the lower of cost (first-in, first-out basis) or market and include
materials, labor and overhead. Inventories are as follows:



|                         |  |                   |       |   |                  |   |        |  
|------------------------ |  | ----------------- | ----- | - | ---------------- | - | ------ | -
|$000s                   |  | September 30,2005 |       |   | December 31,2004 |  
|                         |  |                  
|Finished goods           |  | $                 | 1,197 |   |                  | $ | 1,351  |  
|Work-in-process          |  |                   | 510   |   |                  |   | 79     |  
|Raw materials            |  |                   | 2,799 |   |                  |   | 3,276  |  
|Reserve for obsolescence |  |                   | (793  | ) |                  |   | (1,094 | )
|                         |  |                   |       |   |                  |   |        |  
|Net inventories          |  | $                 | 3,713 |   |                  | $ | 3,612  |  
|                         |  |                   |       |   |                  |   |        |  



Management performs periodic reviews
of inventory and disposes of items not required by their manufacturing plan and reduces the carrying cost of inventory to the lower of cost or market.



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(4) STOCK BASED COMPENSATION



The Company accounts for employee stock options and share awards under the intrinsic-value method prescribed by Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees, (APB 25) and various interpretations. Accordingly, no compensation cost has been recognized for stock option grants since the options granted to date have exercise prices per
share of not less than the fair value of the Companys stock at the date of the grant. Had the Company determined the stock-based compensation expense for the Companys stock options under the provisions of SFAS No. 123R,
Accounting for Stock Based Compensation, and SFAS No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure,the Companys net loss and net loss per share based upon the fair value at the grant date for stock
options awards for the three and nine months ended in September 30, 2005 and 2004, would have changed the reported amounts as indicated below:



|                                       |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |         |  
|-------------------------------------- |  | ------------------------------- | ------ | - | ------------------------------ | - | ------ | ---- |  | - | ------ | - |  | - | ------- | -
|                                       |  | Three Months EndedSeptember 30, |        |   | Nine Months EndedSeptember 30, |  
|                                       |  | 2005                            |        |   | 2004                           |   |        | 2005 |  |   | 2004   |  
|                                       |  | $000s except share data        |       
|Net loss as reported                   |  | $                               | (1,908 | ) |                                | $ | (2,530 | )    |  | $ | (6,292 | ) |  | $ | (8,465  | )
|Additional compensation expense        |  |                                 | (238   | ) |                                |   | (1,127 | )    |  |   | (1,046 | ) |  |   | (3,080  | )
|                                       |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |         |  
|Pro forma net loss                     |  | $                               | (2,146 | ) |                                |   | (3,657 | )    |  | $ | (7,338 | ) |  | $ | (11,545 | )
|                                       |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |         |  
|Net loss per share (basic and diluted) |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |         |  
|As reported                            |  | $                               | (.07   | ) |                                | $ | (0.12  | )    |  | $ | (.25   | ) |  | $ | (0.43   | )
|Pro forma                              |  |                                 | (.08   | ) |                                |   | (0.17  | )    |  |   | (.29   | ) |  |   | (0.59   | )



The fair value of options at the date
of grant was estimated using the Black-Scholes option pricing model. The average assumptions used for grants during the nine months ended September 30, 2005 and 2004 were as follows:



|                          |  |                                        |   |  |      |  
|------------------------- |  | -------------------------------------- | - |  | ---- | -
|                          |  | For the Nine Months EndedSeptember 30, |  
|                          |  | 2005                                   |   |  | 2004 |  
|Volatility                |  | 122                                    | % |  | 147  | %
|Expected option life      |  | 5                                      |   |  | 5    |  
|Interest rate (risk free) |  | 3.72                                   | % |  | 3.29 | %
|Dividends                 |  | None                                   |   |  | None |  



(5) COMPREHENSIVE LOSS



SFAS No. 130, Reporting Comprehensive Income,requires disclosure
of all components of comprehensive income (loss) on an annual and interim basis. Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from
non-owner sources. The Companys total comprehensive loss is as follows:



|                                   |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|---------------------------------- |  | ------------------------------- | ------ | - | ------------------------------ | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                   |  | Three Months EndedSeptember 30, |        |   | Nine Months EndedSeptember 30, |  
|                                   |  | 2005                            |        |   | 2004                           |   |        | 2005 |  |   | 2004   |  
|                                   |  | $000s                          |       
|Net loss                           |  | $                               | (1,908 | ) |                                | $ | (2,530 | )    |  | $ | (6,292 | ) |  | $ | (8,465 | )
|Other comprehensive income (loss): |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Cumulative translation adjustment  |  |                                 | 376    |   |                                |   | 401    |      |  |   | 269    |   |  |   | 96     |  
|                                   |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Comprehensive loss                 |  | $                               | (1,532 | ) |                                | $ | (2,129 | )    |  | $ | (6,023 | ) |  | $ | (8,369 | )
|                                   |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |        |  



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(6) INTANGIBLE ASSETS



Intangible assets consist primarily of acquired patented technology and trademarks. Intangible assets are amortized over their estimated
useful lives which range from two to five years. The Company has no identified intangible assets with indefinite lives, except for goodwill. The Company reviews intangible assets when indications of potential impairment exist, such as a significant
reduction in cash flows associated with the assets. Identified intangible assets with definite lives as of September 30, 2005 and 2004 are as follows:



|                               |  |                      |        |   |                  |   |        |  
|------------------------------ |  | -------------------- | ------ | - | ---------------- | - | ------ | -
|                               |  | For the Period Ended |       
|$000s                         |  | September 30,2005    |        |   | December 31,2004 |  
|Identified intangible assets   |  | $                    | 3,549  |   |                  | $ | 3,549  |  
|Less: accumulated amortization |  |                      | (2,643 | ) |                  |   | (2,405 | )
|                               |  |                      |        |   |                  |   |        |  
|                               |  | $                    | 906    |   |                  | $ | 1,144  |  
|                               |  |                      |        |   |                  |   |        |  



Amortization of intangible assets was
$80,000 and $80,000 for the three months ended September 30, 2005 and 2004, respectively and $238,000 and $239,000 for the nine months ended September 30, 2005 and 2004, respectively.



As of September 30, the estimated future amortization
expense of intangible assets, in thousands, is as follows:



|     |  |      |     |      |   |      |  |   |    
|---- |  | ---- | --- | ---- | - | ---- |  | - | ---
|2005 |  | 2006 |     | 2007 |   | 2008
|$80  |  | $    | 318 |      | $ | 318  |  | $ | 190



(7) USE OF ESTIMATES



The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported
amounts of income and expenses during the reporting periods. Actual results in the future could vary from the amounts derived from managements estimates and assumptions.



(8) REVENUE RECOGNITION



The Company recognizes revenue from product sales at the time of shipment and when persuasive evidence of an arrangement exists, performance of the Companys
obligation is complete, the price to the buyer is fixed or determinable, and collectibility is reasonably assured. The Companys non-standard products are limited to components supplied to original equipment manufacturers and produced in
accordance with a customer approved design. In certain limited situations, distributors have the right to return products. Such rights of return have not precluded revenue recognition because the Company has a long history with such returns and
accordingly provides a reserve.



(9) RECENT ACCOUNTING
PRONOUNCEMENTS



On December 16, 2004, the Financial Accounting Standards
Board (FASB) issued FASB Statement No. 123 (revised 2004) Share Based Payment (SFAS 123R) which is a revision of Statement No. 123 (SFAS 123) Accounting for Stock Based Compensation. SFAS
123R supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees and amends FASB Statement No. 95 Statement of Cash Flows. Generally, the approach in SFAS123R is similar to the approach described in SFAS
123. However, SFAS 123R requires that all share-based payments to employees, including grants of stock options, be recognized in the statements of operations, based on their fair values. Pro forma disclosure will no longer be an alternative.



Under SFAS 123R, the Company must determine the appropriate fair value model
to be used for valuing share-based payments, the amortization method for compensation cost and the transition method to be used at the date of adoption. The transition alternatives include retrospective and prospective adoption methods. Under the
retrospective method, prior periods may be restated based on the amounts previously recognized under SFAS 123 for purposes of pro forma disclosures either for all periods presented or as of the beginning of the year of adoption.



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The prospective method requires that compensation expense be recognized beginning with the effective date, based on the
requirements of SFAS 123R, for all share-based payments granted after the effective date, and based on the requirements of SFAS 123, for all awards granted to employees prior to the effective date of SFAS 123R that remain unvested on the effective
date.



The provisions of the statement are effective as of the beginning of the
first annual reporting period that begins after December 15, 2005. The Company expects to adopt the standard on January 1, 2006. The Company is evaluating the requirements of SFAS 123R and has not determined its method of adoption or the
impact on its financial position or the results of operations.



In November
2004, the FASB issued Statement of Financial Accounting Standards No. 151 (SFAS 151), Inventory Costs, an Amendment of ARB No. 43, Chapter 4. SFAS 151 clarifies the accounting for abnormal amounts of idle facility
expense, freight, handling costs and wasted material and requires that these items be recognized as current period charges. SFAS 151 applies only to inventory costs incurred during periods beginning after the effective date and also requires that
the allocation of fixed production overhead to conversion costs be based on the normal capacity of the production facilities. SFAS 151 is effective for inventory costs incurred during the fiscal years beginning after June 15, 2005. The Company
believes that the adoption of SFAS 151 will not have a material impact on our results of operations or financial position.



(10) SEGMENT INFORMATION



SFAS No. 131, Disclosures about Segments of an Enterprise and Related information. SFAS No. 131 requires financial and supplementary information to be
disclosed on an annual and interim basis of each reportable segment of an enterprise. SFAS No. 131 also establishes standards for related disclosures about product and services, geographic areas and major customers. Operating segments are
identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief decision-making group, in making decisions how to allocate resources and assess performance. The Companys
chief decision-maker is the Chief Executive Officer.



The Company operates in
two segments: illumination and optical components. The illumination segment develops and manufactures specialized illumination products for the inspection, machine vision, medical and military markets. Illumination products are sold both through
distributors as well as directly to original equipment manufacturers (OEMs), the optical components segment develops and manufactures specialty optical fibers and phase masks used primarily in the telecommunications, defense, and medical
markets. Optical component products are sold primarily to original equipment manufacturers (OEMs).



The Company evaluates performance and allocates resources based on revenues and operating income (loss). The operating loss for each segment includes selling, research and development and expenses directly
attributable to the segment. In addition, the operating loss includes amortization of acquired intangible assets, including any impairment of these assets and of goodwill. The Companys non-allocable overhead costs, which include corporate
general and administrative expenses, are allocated between the segments based upon an estimate of costs associated with each segment. Segment assets include accounts receivable, inventory, machinery and equipment, goodwill and intangible assets
directly associated with the product line segment.



The Companys assets (in thousands) include cash and cash equivalents, buildings and furniture and fixtures.



|               |  |                                      |        |   |                                      |   |        |       |  |   |              |   |  |                   |        |   |       |   |        |   |  |   |        |  
|-------------- |  | ------------------------------------ | ------ | - | ------------------------------------ | - | ------ | ----- |  | - | ------------ | - |  | ----------------- | ------ | - | ----- | - | ------ | - |  | - | ------ | -
|               |  | Quarter Ended September 30, 2005     |        |   | Quarter Ended September 30, 2004     |  
|               |  | Illumination                         |        |   | OpticalComponents                    |   |        | Total |  |   | Illumination |   |  | OpticalComponents |        |   | Total |  
|Net sales      |  | $                                    | 4,452  |   |                                      | $ | 524    |       |  | $ | 4,976        |   |  | $                 | 4,714  |   |       | $ | 138    |   |  | $ | 4,852  |  
|Gross margin   |  |                                      | 1,292  |   |                                      |   | 275    |       |  |   | 1,567        |   |  |                   | 1,606  |   |       |   | (146   | ) |  |   | 1,460  |  
|Operating loss |  |                                      | (258   | ) |                                      |   | (835   | )     |  |   | (1,093       | ) |  |                   | (457   | ) |       |   | (1,337 | ) |  |   | (1,794 | )
|               |  |                                     
|               |  | Nine Months Ended September 30, 2005 |        |   | Nine Months Ended September 30, 2004 |  
|               |  | Illumination                         |        |   | OpticalComponents                    |   |        | Total |  |   | Illumination |   |  | OpticalComponents |        |   | Total |  
|Net sales      |  | $                                    | 13,055 |   |                                      | $ | 1,226  |       |  | $ | 14,281       |   |  | $                 | 12,761 |   |       | $ | 705    |   |  | $ | 13,466 |  
|Gross margin   |  |                                      | 4,322  |   |                                      |   | 545    |       |  |   | 4,867        |   |  |                   | 4,154  |   |       |   | (256   | ) |  |   | 3,898  |  
|Operating loss |  |                                      | (1,253 | ) |                                      |   | (2,843 | )     |  |   | (4,096       | ) |  |                   | (1,562 | ) |       |   | (3,368 | ) |  |   | (4,930 | )



|                                 |  |                    |        |                   |   |           |  |       |        |              |   |                   |  |           |        |       |   |       |  |   |        |  |   |       
|-------------------------------- |  | ------------------ | ------ | ----------------- | - | --------- |  | ----- | ------ | ------------ | - | ----------------- |  | --------- | ------ | ----- | - | ----- |  | - | ------ |  | - | ------
|                                 |  | September 30, 2005 |        | December 31, 2004
|                                 |  | Illumination       |        | OpticalComponents |   | Corporate |  | Total |        | Illumination |   | OpticalComponents |  | Corporate |        | Total
|Total current assets             |  | $                  | 7,754  |                   | $ | 445       |  | $     | 1,847  |              | $ | 10,046            |  | $         | 6,596  |       | $ | 130   |  | $ | 4,025  |  | $ | 10,751
|Property, plant & equipment, net |  |                    | 3,747  |                   |   | 4,109     |  |       | 8,815  |              |   | 16,671            |  |           | 3,594  |       |   | 4,921 |  |   | 10,067 |  |   | 18,582
|Intangible assets                |  |                    | 906    |                   |   |          |  |       |       |              |   | 906               |  |           | 1,144  |       |   |      |  |   |       |  |   | 1,144 
|Goodwill                         |  |                    | 2,677  |                   |   |          |  |       |       |              |   | 2,677             |  |           | 2,677  |       |   |      |  |   |       |  |   | 2,677 
|Other assets                     |  |                    | 248    |                   |   |          |  |       | 186    |              |   | 434               |  |           |       |       |   |      |  |   | 624    |  |   | 624   
|                                 |  |                    |        |                   |   |           |  |       |        |              |   |                   |  |           |        |       |   |       |  |   |        |  |   |       
|                                 |  | $                  | 15,332 |                   | $ | 4,554     |  | $     | 10,848 |              | $ | 30,734            |  | $         | 14,011 |       | $ | 5,051 |  | $ | 14,716 |  | $ | 33,778
|                                 |  |                    |        |                   |   |           |  |       |        |              |   |                   |  |           |        |       |   |       |  |   |        |  |   |       



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The Companys sales by geographic region are denominated in U.S. dollars. These sales are as follows:



|                         |  |                            |       |                                |   |       |  |      |        |  |   |       
|------------------------ |  | -------------------------- | ----- | ------------------------------ | - | ----- |  | ---- | ------ |  | - | ------
|                         |  | Quarter EndedSeptember 30, |       | Nine Months EndedSeptember 30,
|Sales by region          |  | 2005                       |       | 2004                           |   | 2005  |  | 2004
|                         |  | $000s                    
|Domestic  United States |  | $                          | 2,682 |                                | $ | 1,420 |  | $    | 7,438  |  | $ | 6,401 
|Canada                   |  |                            | 421   |                                |   | 461   |  |      | 1,621  |  |   | 1,323 
|Europe                   |  |                            | 968   |                                |   | 1,784 |  |      | 2,998  |  |   | 3,365 
|Asia                     |  |                            | 750   |                                |   | 1,187 |  |      | 1,856  |  |   | 2,377 
|Other                    |  |                            | 155   |                                |   |      |  |      | 368    |  |   |      
|                         |  |                            |       |                                |   |       |  |      |        |  |   |       
|Total                    |  | $                          | 4,976 |                                | $ | 4,852 |  | $    | 14,281 |  | $ | 13,466
|                         |  |                            |       |                                |   |       |  |      |        |  |   |       



(11) DEBT



Debt Compliance



The Company has various debt covenants under its multiple credit facilities and as of September 30, 2005, the Company was in compliance
with all covenants. As of December 31, 2004, the Company was not in compliance with certain financial performance covenants with the National Bank of Canada and amended its credit facility and related covenants to bring it into compliance as of
December 31, 2004. The amendment, dated March 22, 2005, is described in the following section under borrowing agreements.



Eureka Interactive Fund Limited



On May 12, 2005, the Company issued a note to Eureka Interactive Fund, LTD. The $1,500,000 note was initially due and payable in full on September 12, 2005. On
August 26, 2005, the Company entered into an amendment to the note in which the maturity date of the note was extended to December 31, 2005. The note accrues interest on the outstanding principal balance at the rate of 10% per year,
payable on the last day of each month. The Company also issued to the holder five-year common stock warrants to purchase 250,000 shares at an exercise price per share of $.90. The aggregate purchase price of the note and warrants ($1,500,000) was
allocated between the note and warrants based upon their relative fair market value. The difference between the face amount of the note of $1,500,000 and the aggregate purchase price of the note of $1,341,362 was recorded as a debt discount of
$158,638 and is being amortized over the life of the note. The Company used the Black-Scholes Model to calculate the fair value of the warrants. The underlying assumptions included in the Black-Scholes Model were: a risk-free interest rate of 3.87%
an expected life of five years; and an expected volatility of 116% with no dividend yield.



As of September 30, 2005, $1,500,000 was outstanding under the note, all of which has been classified as short-term debt and reported net of $25,453 of unamortized debt discount on the warrants.



The Company may prepay all or part of the principal prior to
the Maturity Date without penalty.



Laurus Master Fund



The Company has issued four secured notes to Laurus Master Fund, LTD. These notes were
issued in September 2003, February 2004, June 2004 and December 2004. Smithfield Fiduciary LLC participated in the notes issued in June and December 2004. During the second quarter of 2004, the September 2003 note was fully converted into
2,337,249 shares of common stock and the February 2004 note was partially converted into 1,155,000 shares of common stock. The Company has registered for resale all of the shares of common stock underlying the convertible notes and warrants on
registration statements filed on Forms S-3. The Companys accounting methodology for these convertible notes and warrants and related transactions along with further details are listed below.



Amendment and Waiver Agreements



On July 13, 2005 and August 10, 2005, the Company entered into Amendment and Waiver
agreements with both Laurus Master Fund, LTD and Smithfield Fiduciary LLC.



On
August 10, 2005, the Company entered into an Amendment and Waiver with both Laurus Master Fund, LTD. and Smithfield Fiduciary LLC. Under the terms of the waiver, the parties agreed to defer the payment of principal amounts due and payable by
the Company in August and September 2005 under certain promissory notes issued to the parties in February, June and December 2004 until the respective maturity dates of the notes. In connection with the August 10thAmendment and Waivers, the Company issued 225,000 shares of common stock to Laurus Master Fund, LTD and 23,684 shares of
common stock to Smithfield Fiduciary LLC. Laurus Master Fund, LTD and Smithfield Fiduciary LLC each waived all anti-dilution rights in connection with the shares of common stock issued on the same date. The Company recorded additional debt discount
of $211,000 relating to the fair value of the common stock issued.



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On July 13, 2005, the Company entered into an Amendment and Waiver with each of Laurus Master Fund, Ltd. and
Smithfield Fiduciary LLC pursuant to which the parties agreed to defer the payment of principal amounts due and payable by the Company in July 2005 under certain promissory notes issued to such parties in February, June and December 2004 until the
respective maturity dates of such promissory notes. In connection with the July 13thAmendment and
Waivers, the Company issued (i) a warrant to Laurus Master Fund, Ltd. to purchase 150,000 shares of the Companys common stock with an exercise price of $0.80 per share, and (ii) a warrant to Smithfield Fiduciary LLC to purchase
18,621 shares of the Companys common stock with an exercise price of $0.80 per share. Laurus Master Fund, LTD and Smithfield Fiduciary LLC each waived all anti-dilution rights in connection with the shares of common stock on the same date. The
Company recorded additional debt discount of $110,000 using the Black-Scholes Model to calculate the fair value of the warrants. The underlying assumptions included in the Black-Scholes Model were: a risk free interest rate of 2.88%, an expected
life of five years, and an expected volatility of 116% with no dividend yield.



February 2004



On February 25, 2004, the Company issued a Convertible Note to Laurus Master Fund, LTD. The $4,000,000 Convertible Note matures on February 25, 2007, bears
interest at a rate equal to the Prime Rate plus 2.0 %, but in no event less than 6.0%, and provides the holder with the option to convert the outstanding amounts to common stock at $1.30 per share subject to certain adjustment features. The
Convertible Note is secured by a mortgage on the Salem building. The Company has the right to elect to make the monthly required payments on the convertible note (comprised of principal amortization and interest) in the form of shares of common
stock, determined based on the $1.30 conversion price. The Company also issued to the holder seven-year warrants to purchase shares in the following warrant amounts and exercise prices per share of common stock: 375,000 shares at $1.65 per share,
250,000 shares at $1.75 per share and 75,000 shares at $1.95 per share. The aggregate purchase price of the convertible note and warrants ($4,000,000) was allocated between the note, the common stock conversion option and warrants based upon their
relative fair market value. The purchase price assigned to the note, common stock beneficial conversion option and warrants was $2,319,047, $988,184 and $692,769 respectively. The difference between the face amount of the convertible note of
$4,000,000 and the aggregate purchase price of the convertible note of $2,319,047 was recorded as a debt discount and is being amortized over the life of the convertible note. The Company used the Black-Scholes Model to calculate the fair value of
the warrants. The underlying assumptions included in the Black-Scholes Model were: a risk-free interest rate of 3.0%; an expected life of seven years; and an expected volatility of 141% with no dividend yield. The Company recorded additional debt
discount of approximately $109,000 related to the July and August Amendment and Waiver Agreements discussed above.



The Company can elect to pay monthly principal amortization in cash at 101% of the principal amount. The Company may also elect to pay both principal amortization and
interest in common stock, if the market price of the stock at the time of the payment is 110% of the fixed conversion price. The Company may elect to redeem the principal amount outstanding at 115% within the first year, 110% within the second year
and 105% during the third year. The principal amortization payments began 120 days from the execution of the agreement at a rate of $125,000 per month.



During the 2004 fiscal year, Laurus converted $1,501,500 principal and interest into 1,155,000 shares of common stock.



As of September 30, 2005, $2,498,500 was outstanding under the convertible note of which
$1,500,000 has been classified as short-term debt and $998,500 as long-term debt reported net of $325,301 of unamortized debt discount based upon beneficial conversion rights and warrants. The interest rate on the note at September 30, 2005 was
8.75%.



June 2004



On June 10, 2004, the Company issued a Convertible Note to Laurus Master Fund, LTD and
another institutional investor. The $5,500,000 Convertible Note matures on June 20, 2007, bears interest at a rate equal to the Prime Rate plus 1.0%, but in no event less than 5.0%, and provides the holder with the option to convert the loan to
common stock at $2.15 per share subject to certain adjustment features. The Convertible Note is collateralized by U.S. accounts receivable, inventory and equipment and a second mortgage on the Montreal, Canada building. The Company has the right to
elect to make the monthly required payments on the convertible note (comprised of principal amortization and interest) in the form of shares of common stock, determined based on the $2.15 conversion price. The Company also issued to the holders
seven-year warrants to purchase an aggregate of 440,000 shares at $3.12 per share. The aggregate purchase price of the convertible note and warrants ($5,500,000) was allocated between the note, the common stock beneficial conversion option and
warrants based upon their relative fair market value. The purchase price assigned to the note, common stock beneficial conversion option and warrants was $3,646,478, $1,093,511 and $760,011 respectively. The difference between the face amount of the
convertible note of $5,500,000 and the aggregate purchase price of the convertible note of $3,646,478 was recorded as a debt discount and is being amortized over the life of the convertible note. The Company used the Black-Scholes Model to calculate
the fair value of the warrants. The underlying assumptions included in the Black-Scholes Model were: a risk-free interest rate of 4.43%; an expected life of seven years; and an expected volatility of 145.92% with no dividend yield. The Company
recorded additional debt discount of approximately $173,000 related to the July and August Amendment and Waiver Agreements discussed above.



The Company can elect to pay monthly principal amortization in cash at 101% of the principal amount. The Company may also elect to pay both principal amortization and
interest in common stock, if the market price of the stock at the time of the payment is 110% of the fixed conversion price. The Company may elect to redeem the principal amount outstanding at 115% within the first year, 110% within the second year
and 105% during the third year. The principal amortization payments began 120 days from the execution of the agreement at a rate of $171,875 per month.



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As of September 30, 2005, $3,953,125 was outstanding under the convertible note of which $2,062,500 has been
classified as short-term debt and $1,890,625 as long-term debt reported net of $709,675 related to unamortized debt discount based upon beneficial conversion rights and warrants. The interest rate on the note at September 30, 2005 was 7.75%.



December 2004



On December 7, 2004 and December 8, 2004, the Company issued secured convertible
notes in the aggregate principal amount of $1,000,000 to Laurus Master Fund, LTD and another institutional investor. The notes bear an interest rate of prime plus 2% and provide the holders with the right to convert the notes to common stock at
$1.30 per share. The secured convertible note issued to Laurus Master Fund, LTD is secured by a second mortgage on the Companys Salem, New Hampshire facility. The Company has the right to elect to make the monthly required payments on the
secured convertible notes (including principal-and interest) in the form of shares of common stock, determined based on the $1.10 conversion price. The Company also issued to the holders immediately exercisable warrants to purchase an aggregate of
100,000 shares of common stock at $1.38 per share, 66,000 shares of common stock at $1.60 per share, and 24,000 shares of common stock at $1.71 per share. The warrants expire seven years from the date of issuance. The aggregate purchase price of the
secured convertible notes and warrants of $1,000,000 was allocated between the secured convertible notes, the common stock conversion option and warrants based upon their relative fair market value. The purchase price assigned to the secured
convertible notes, common stock beneficial conversion option and warrants was $585,300, $261,100 and $153,600 respectively. The difference between the aggregate face amount of the secured convertible notes of $1,000,000 and the aggregate purchase
price of the secured convertible notes of $585,300 was recorded as a debt discount and is being amortized over the life of the convertible notes. The Company used the Black-Scholes Model to calculate the fair value of the warrants. The underlying
assumptions included in the Black-Scholes Model were: a risk-free interest rate of 3.89%; an expected life of seven years; and an expected volatility of 108.29% with no dividend yield. The Company recorded additional debt discount of approximately
$40,000 related to the July and August Amendment and Waiver Agreements discussed above.



The Company can elect to pay monthly principal amortization in cash at 101% of the principal amount of the secured convertible notes. The Company may also elect to pay both principal-and interest in common stock, if the market price of the
stock at the time of the payment is 110% of the fixed conversion price. The Company may elect to redeem the principal amount outstanding at 115% within the first year, 110% within the second year and 105% during the third year. The principal
amortization payments begin 120 days from the execution of the agreement at a rate of $31,250 per month.



As of September 30, 2005, $906,250 was outstanding under the convertible note of which $375,000 has been classified as short-term debt and $531,250 as long-term debt reported net of $252,489 related to
unamortized debt discount based upon beneficial conversion rights and warrants. The interest rate on the note at September 30, 2005 was 8.75%.



Each of the convertible notes related to Laurus Master Fund, LTD contain anti-dilution rights. These rights, unless waived, allow for a reduction in conversion price if
subsequent equity-related transactions, such as issuance of convertible debt or sale of common stock, are priced below the conversion prices of existing convertible debt agreements with Laurus Master Fund LTD. On December 8, 2004, Laurus Master
Fund, LTD and Smithfield Fiduciary LLC waived all anti-dilution rights in connection with the convertible note issued on the same date.



National Bank of Canada



The Company has a revolving line of credit and a term note with the National Bank of Canada. The original agreements dated May 26, 2003, were amended in March of 2004 and 2005. The National Bank of Canada credit
facility requires the maintenance of certain financial covenants, including working capital, net worth, limitations on capital expenditures, a financial coverage ratio and maximum inventory levels. Details of the amendments are as follows:



On March 19, 2004, the Company entered into an amended agreement with the
National Bank of Canada that included a line of credit of C$2,500,000 ($2,035,500 US) and a five-year term note of C$1,396,000 ($1,050,000 US). The amended agreement reduced the net worth covenant from C$10,800,000 in the May 26, 2003 agreement
to C$8,000,000 in the March 19, 2004 agreement as of December 31, 2003. The amended agreement also required C$10,000,000 net worth as of September 30, 2004 and thereafter. The amended agreement maintained the inventory component of
the line of credit availability at C$750,000 and required the Company to achieve specific net profit targets throughout 2004.



The Company and one of its subsidiaries, StockerYale Canada, Inc. (the Subsidiary), entered into an Offer of Financing (the 2005 Agreement) with
the National Bank of Canada (the Bank) on March 22, 2005. The 2005 Agreement amends that certain Offer of Financing among the same parties dated March 19, 2004 in its entirety. For purposes of the following, all amounts
reported in U.S. currency have been converted from Canadian currency at the September 30, 2005 rate of C$.85 per U.S. dollar.



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Under the 2005 Agreement, the Bank will continue to extend a credit facility in the amount of C$2,500,000 ($2,135,500 US)
to the Subsidiary with a variable rate of interest on the amounts advanced to the Subsidiary under such facility at the Canadian prime rate plus 2%. The Bank renewed the existing term loan to the Subsidiary in the amount of approximately
C$1,166,666. This term loan bears interest on a variable basis at the Canadian prime rate plus 2.75% and will expire on June 26, 2008. Pursuant to the 2005 Agreement, the Bank agreed to increase the existing term loan to $2,000,000 ($1,708,400
US) and to extend the term of such loan should the Company achieve certain specified financial targets, among other things.



Under the 2005 Agreement, as partial security for the existing credit facility and the existing term loan, the Company renewed its obligation to fund the
Subsidiarys deficits if requested to do so by the Bank and agreed to subordinate to the Bank its advances made to the Subsidiary.



Under the 2005 Agreement, the Subsidiary agreed to maintain net worth greater than or equal to C$9,250,000 as of the end of each quarter, from and after December 31,
2004. In addition to agreeing to limit its capital expenditures to a maximum C$75,000 from and after January 1, 2005 as well as limiting its inventory levels, the Subsidiary also agreed to maintain certain ratios involving working capital, net
worth and minimum coverage as of the end of each quarter from and after December 31, 2004 for the duration of the 2005 Agreement, with the exception of the minimum coverage ratio, which is in effect from and after December 31, 2005. On
March 22, 2005, the Company entered into another amended agreement with the National Bank of Canada that maintains the line of credit of C$2,500,000 ($2,135,500 US, converted at the September 30, 2005 rate of $.85) and the five-year term
note of C$2,000,000. The amended agreement reduced the net worth covenant from C$10,000,000 in the prior amended agreement to C$9,250,000 in the March 22, 2005 agreement. The amended agreement also requires the Company to achieve specific net
profit targets throughout 2005.



As of September 30, 2005, C$2,250,000
($1,921,950 US) was outstanding under the line of credit and C$802,500 ($685,495 US) was outstanding under the term note. As of September 30, 2005, the interest rate on the line of credit and the term note were 6.50% and 7.25%, respectively and
principal payments are C$19,167 a month ($16,372 US).



(12)
EQUITY



Stock and Warrant Purchase Agreement



On August 12, 2005 and August 16, 2005, in conformance with the terms of separate
Stock and Warrant Purchase Agreements, the Company issued and sold in a private placement (the August 2005 Financing) (i) 2,222,222 shares of the Companys common stock to an existing institutional investor at a per share price
of $0.90 and a warrant to purchase an aggregate of 740,741 shares of common stock at a per share exercise price of $1.17, and (ii) 625,000 shares of the Companys Common Stock to another existing institutional investor at a per share price
of $0.80 and a warrant to purchase an aggregate of 156,250 shares of common stock at a per share exercise price of $1.17. The Company received gross proceeds of approximately $2,500,000 in the private placement. The warrants expire on the fifth
anniversary of the date of issuance. The shares of common stock and the warrants were issued in conformance with the exemption from the registration and prospectus delivery requirements of the Securities Act of 1933 under Section 4(2). The
Company used the Black-Scholes Model to calculate the fair value of the warrants. The underlying assumptions included in the Black-Scholes Model were: a risk-free interest rate of 3.89%; an expected life of seven years; and an expected volatility of
108.29% with no dividend yield. The fair value of the warrants was calculated as $620,000



On October 17, 2005, the Company filed a registration statement on Form S-3 with the Securities and Exchange Commission for the resale of 1,315,612 shares of common stock issued and sold by the Company and
3,095,906 shares of common stock issuable upon exercise of Warrants in order to fulfill its contractual obligations to the selling stockholders contained in the agreements relating to the August 2005 Financing, the August 2005 Amendments, the July
2005 Amendments and the Eureka May 2005 Financing as described above and in Note 11.



(13) ASSET IMPAIRMENT



The Company wrote down
the value of its New Hampshire corporate headquarters and manufacturing facility to market value through a non-cash charge of $618,000. The Company believed that the carrying value of the facility to be in part impaired due to local real estate
market conditions using fair value estimates provided by local real estate professionals. The Company further based its belief in part on the termination of its April 2005 agreement to sell and leaseback the facility. The Company had entered into a
Purchase and Sales Agreement with a buyer. The charge was computed using fair value estimates based on the Purchase and Sales Agreement and the fair value estimates. There were no other components to this impairment charge.



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ITEM 2.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND OPERATING RESULTS



The following discussion of the consolidated financial condition and results of operations of the Company should be read in conjunction with the unaudited condensed
consolidated financial statements and the related notes thereto included elsewhere in this Form 10-QSB. Except for the historical information contained herein, the following discussion, as well as other information in this report, contain
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created by those
sections. Some of the forward-looking statements can be identified by the use of forward-looking terms such as believes, expects, may, will, should, could, seek,
intends, plans, estimates, anticipates or other comparable terms. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ
materially from those in the forward-looking statements. We urge you to consider the risks and uncertainties described in Factors That May Affect Future Results in this report. We undertake no obligation to update our forward-looking
statements to reflect events or circumstances after the date of this report. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made.



Overview



StockerYale, Inc. is an independent designer and manufacturer of structured light lasers, light emitting diodes (LEDs), fiber optic, and
fluorescent illumination products as well as specialty optical fiber, phase masks, and advanced optical sub-components. The Companys products are used in a wide range of markets and industries including the machine vision, telecommunications,
aerospace, defense and security, utilities, industrial inspection, and medical markets. The Company operates within two segments, namely illumination products and optical components. Illumination products include structured light lasers, specialized
fiber optic, fluorescent, and light-emitting diode (LED) products for the machine vision, industrial inspection, and defense and security industries. The optical components segment includes specialty optical fiber and diffractive optics/phase masks
for the telecommunications, defense, and medical markets.



RESULTS OF OPERATIONS



The following discussion should be read in
conjunction with the attached unaudited condensed consolidated financial statements and notes thereto and with our audited financial statements and accompanying notes included in the Companys annual report on Form 10-KSB for the year ended
December 31, 2004.



The Companys current forecast for 2005 calls for
increased revenues, reduced operating costs, and the pursuit of additional sources of funds to finance operations through the end of 2005. The Company can give no assurances as to the timing or terms of such financing arrangements, assuming it is
able to consummate one or more funding options. If the Company is unable to raise sufficient funds by the end of 2005, it will need to implement further cost reduction strategies, and the Company may not have adequate capital to sustain its current
operations. Financing options in process or under consideration are the restructuring of debt, sale/leaseback of real estate and/or a private placement of equity/debt securities. The Company expects to close one or more of these financing options in
2005.



CALENDAR QUARTERS ENDED SEPTEMBER 30, 2005 AND 2004



Net Sales



Revenues for the third quarter of 2005 increased 3% to $5.0 million from $4.9 in the third
quarter of 2004. Higher specialty optical fiber shipments continue to offset declining revenue in the illumination segment and drive revenue growth.



Gross Profit



Gross profit for the quarter increased 7% to $1.6 million from $1.5 million in the comparable quarter of 2004. The increase in gross profit resulted from the combination of higher sales and a significant improvement
in gross margin. The gross margin as a percentage of sales increased from 30% in the third quarter of 2004 to 32% in the third quarter of 2005 as the result of selling higher margin products and material cost reductions.



Operating Expenses



Operating expenses decreased 18% to $2.7 million compared to $3.3 million the third quarter
of 2004. The decrease is primarily due to the reduction of professional fees; legal, accounting and consultants.



Research and development expenses of $774,000 reported in the third quarter of 2005 were 7% less than the third quarter of 2004 due to implementation of cost reductions
and selling expenses increased 5% to $707,000 compared to $676,000 in the third quarter of 2004 due to increased activity.



Non-Operating Expenses



Non-operating expenses increased $79,000 or 11% during the quarter principally due to higher interest charges of $41,000 resulting from the increase in interest rates and
interest charges relating to the new noted issued May 12, 2005.



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Net Income (Loss)



The net loss for the third quarter of $1.9 million was $0.6 million or 25% less than the comparable quarter of 2004 due to higher margins and lower operating expenses.



Provision (Benefit) for Income Taxes



The Companys historical operating losses raise doubt as to its ability to realize the
benefits of its deferred tax assets. As a result, management has provided a valuation allowance for the net deferred tax assets that may not be realized.



NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004



Net Sales



For the nine months ended September 30, 2005 net sales increased 6% to $14.3 million from $13.5 million in the comparable period of 2004. Increases in laser and specialty optical fiber shipments drove revenue
growth.



Gross Profit



Gross profit for the nine-month period increased 25% to $4.9 million from $3.9 million for
the comparable period of 2004. The increase in gross profit resulted from the combination of higher sales and a significant improvement in gross margin. The gross margin as a percentage of sales increased from 29% in 2004 to 34% in 2005 as the
result of higher contribution margin resulting from higher revenue versus fixed costs, selling higher margin products and material cost reductions.



Operating Expenses



Operating expenses increased 2% to $9.0 million compared to $8.8 million for the comparable period of 2004. The increase primarily resulted from the non-recurring
non-cash asset impairment charges. Excluding the asset impairment charge, operating expenses have decreased 5% to $8.3 million as the results of cost reduction programs, primarily in research and development have offset increased selling expenses.



Research and development expenses of $2.4 million reported in the first nine
months of 2005 were 1% lower than those of 2004 due to implementation of cost reduction programs and selling expenses increased 4% to $2.2 million compared to $2.1 million in the first nine months of 2004 due to increased activity.



Non-Operating Expenses



Non-operating expenses decreased $1.4 million or 39% principally due to declining non-cash
debt acquisition and debt discount amortization expenses. Interest expense was $640,000 in 2005 or 16% higher than the $550,000 paid in 2004 mainly due to higher interest rates and a higher debt balance.



Net Income (Loss)



The net loss for the nine-month period was $ 6.3 million versus $8.5 million in the
comparable 2004 period. The change results primarily from an increase in revenue, a $483,000 decrease in operating expenses, excluding the asset impairment charge of $618,000, and $1.5 million reduction in debt acquisition and debt discount
amortization expenses.



Provision (Benefit) for Income Taxes



The Companys historical operating losses raise doubt as to its ability
to realize the benefits of its deferred tax assets. As a result, management has provided a valuation allowance for the net deferred tax assets that may not be realized.



LIQUIDITY AND CAPITAL RESOURCES



At September 30, 2005, the Company was in compliance with all provisions of its loan agreements.



For the nine-month period ended September 30, 2005, cash decreased $2.2 million. Cash
used in operating activities was $4.9 million, which resulted primarily from an operating loss of $6.3 million, partially offset by $4.0 million of non-cash charges for depreciation, amortization, a loss on asset disposal and impairment.



The Company raised $2.5 million in proceeds from the sale of common stock (Note 12) and
received $1.5 million from the issuance of new debt securities (Note 11). Financing options in process or under consideration are the restructuring of debt, sale/leaseback of real estate and/or a private placement of equity/debt securities. The
Company expects to close one or more of these financing options in 2005.



We
have experienced operating losses over the last several years and may continue to incur losses and negative operating cash flows. We cannot predict the size or duration of any future losses. We have historically financed our operations with proceeds
from debt



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financings and the sale of equity securities. The audit report from Vitale, Caturano & Company Ltd., our independent registered public accounting
firm, regarding our 2004 financial statements contains Vitale Caturanos opinion that our recurring losses from operations and our need to obtain additional financing raise substantial doubt about our ability to continue as a going concern. We
anticipate that we will continue to incur net losses in the future. As a result, we can give no assurance that we will achieve profitability or be capable of sustaining profitable operations. If we are unable to reach and sustain profitability, we
risk depleting our working capital balances and our business may not continue as a going concern.



During the first nine months of the year, the Company paid $1.1 million in principal payments on the Laurus Fund notes and $0.2 million in other debt obligations.



The Companys investing activities used $111,000 related to capital expenditures in
Montreal, Singapore and Salem, New Hampshire for the nine-month period ended September 30, 2005.



FACTORS THAT MAY AFFECT FUTURE RESULTS



We operate in a rapidly changing environment that involves a number of risks, some of which are beyond our control. Forward looking statements in this report and those made from time to time by us through our senior management are made
pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward looking statements concerning the expected future revenues, earnings or financial results or concerning project plans, performance, or
development of products and services, as well as other estimates related to future operations are necessarily only estimates of future results and there can be no assurance that actual results will not materially differ from expectations.
Forward-looking statements represent managements current expectations and are inherently uncertain. We do not undertake any obligation to update forward-looking statements. If any of the following risks actually occurs, our financial condition
and operating results could be materially adversely affected.



We have a
history of losses and may never achieve or sustain profitability and may not continue as a going concern.



We have experienced operating losses over the last several years and may continue to incur losses and negative operating cash flows. We cannot predict the size or duration of any future losses. We have historically
financed our operations with proceeds from debt financings and the sale of equity securities. The audit report from Vitale, Caturano & Company Ltd., our independent registered public accounting firm, regarding our 2004 financial statements
contains Vitale Caturanos opinion that our recurring losses from operations and our need to obtain additional financing raise substantial doubt about our ability to continue as a going concern. We anticipate that we will continue to incur net
losses in the future. As a result, we can give no assurance that we will achieve profitability or be capable of sustaining profitable operations. If we are unable to reach and sustain profitability, we risk depleting our working capital balances and
our business may not continue as a going concern.



Our ability to continue
as a going concern may be dependent on raising additional capital, which we may not be able to do on favorable terms, or at all.



As of September 30, 2005, we had cash and cash equivalents of approximately $1,894,000. In August 2005, we completed the sale in a private placement of 2,847,222
shares of our Common Stock to The Eureka Interactive Fund Limited and to Van Wagoner Crossover Fund for aggregate gross proceeds of $2,500,000. We need to raise additional capital and such capital may not be available on favorable terms or at all.
If we do not raise additional capital, our business may not continue as a going concern. We are currently pursuing several financing options, including the possible sale of additional equity securities, debt financings and the sale of real estate.
Even if we do find outside funding sources, we may be required to issue securities with greater rights than those currently possessed by holders of our common stock. We may also be required to take other actions that may lessen the value of our
common stock or dilute our common stockholders, including borrowing money on terms that are not favorable to us or issuing additional equity securities. If we experience difficulties raising money in the future, our business and liquidity will be
materially adversely affected.



Failure to comply with credit facility
covenants may result in an acceleration of substantial indebtedness.



Our
financing agreements with National Bank of Canada and Laurus Master Fund require us to comply with various financial and other operating covenants, such as maintaining a certain level of working capital and net worth, limiting our capital
expenditures and meeting certain financial coverage ratios and maximum inventory levels. If we breach our financing agreements with National Bank of Canada and Laurus Master Fund, a default could result. A default, if not waived, could result in,
among other things, all or a portion of our outstanding amounts becoming due and payable on an accelerated basis, which would adversely affect our liquidity and our ability to manage our business.



Securities we issue to fund our operations could dilute or otherwise adversely affect our
shareholders.



We will likely need to raise additional funds through
public or private debt or equity financings to fund our operations. If we raise funds by issuing equity securities, or if we issue additional equity securities to acquire assets, a business or another company, the percentage ownership of current
shareholders will be reduced. If we raise funds by issuing debt securities, we may be required to agree to covenants that substantially restrict our ability to operate our business. We may not obtain sufficient financing on terms that are favorable
to investors or us. We may delay, limit or eliminate some or all of our proposed operations if adequate funds are not available.



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In addition, on issuance of the shares of common stock upon exercise of outstanding warrants or other convertible or
derivative securities, the percentage ownership of current shareholders will be diluted substantially.



We may be unable to fund the initiatives required to achieve our business strategy.



In 2002, we began to focus our resources on opportunities that would result in near-term revenue and simultaneously reduced our operating expenses by 40% on an annualized
basis. In 2003 and 2004, we continued to reduce costs and we are currently evaluating the restructuring of our product lines. While we believe these efforts will assist us in improving our financial condition, we can give no assurances as to whether
our cost reduction and product restructuring efforts will be successful. If our cost reduction strategies are unsuccessful, we may be unable to fund our operations.



We face risks related to securities litigation that could have a material adverse effect on our business, financial condition and results
of operations.



Beginning in May 2005, three putative securities class
action complaints were filed in the United States District Court for the District of New Hampshire against us and several of our current and former directors and officers, purportedly on behalf of certain of the Companys shareholders. The
complaints, which assert claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5, allege that certain disclosures made by us in press releases dated April 19, 2004 and April 21, 2004 were materially
false or misleading. The complaints seek unspecified damages, as well as interest, costs, and attorneys fees. The three complaints were consolidated into one action and assigned to a single federal judge. The Court also appointed a group of lead
plaintiffs and plaintiffs counsel, who recently filed a consolidated amended complaint to supercede the previously filed complaints. The consolidated amended complaint asserts claims under Sections 10(b), 20(a), and 20A of the Securities
Exchange Act of 1934, and Rule 10b-5 promulgated thereunder.



Additionally, on
June 17, 2005, a purported shareholder derivative action was filed in the United States District Court for the District of New Hampshire against us (as a nominal defendant) and several of our current and former directors and officers. The
plaintiff derivatively claims breaches of fiduciary duty by the defendant directors and officers in connection with the disclosures made by us in press releases dated April 19, 2004 and April 21, 2004, the awarding of executive bonuses,
and trading in Company common stock while allegedly in possession of material, non-public information. Plaintiff did not make pre-suit demand on the Board of Directors prior to commencing this derivative action. Upon the joint motion of the parties
to the derivative action, the court has stayed the derivative action indefinitely. However, the derivative action may be revived upon the motion of any party.



We intend to vigorously contest the allegations in the securities and derivative complaints. However, due to the preliminary nature of these cases, we are not able to
predict the outcome of this litigation or the application of, or coverage provided by, our insurance carriers. There is no assurance we and our current and former directors and officers will prevail in defending these actions or that our insurance
policies will cover all or any expenses or financial obligations arising from the lawsuits. If our defenses are ultimately unsuccessful, or if we are unable to achieve a favorable settlement or coverage from our insurance carriers, we could be
liable for large damage awards that could have a material adverse effect on our business, results of operations and financial condition. The Company believes it has adequate insurance coverage for these expenses.



A small number of affiliated stockholders control more than 10% of our stock.



Our executive officers and directors as a group own or control
approximately thirteen percent (13%) of our common stock. Accordingly, these shareholders, if they act together, will be able to influence our management and affairs and all matters requiring shareholder approval, including the election of
directors and approval of significant corporate transactions. In addition, this concentration of ownership may have the effect of delaying or preventing a change in control of our company and might adversely affect the market price of our common
stock.



The unpredictability of our quarterly results may cause the trading
price of our common stock to fluctuate or decline.



Our operating results
have varied on a quarterly basis during our operating history and are likely to continue to vary significantly from quarter-to-quarter and period-to-period as a result of a number of factors, many of which are outside of our control and any one of
which may cause our stock price to fluctuate.



Such factors include the
implementation of our new business strategy, which makes prediction of future revenues difficult. Our ability to accurately forecast revenues from sales of our products is further limited by the development and sales cycles related to our products,
which make it difficult to predict the quarter in which sales will occur. In addition, our expense levels are based, in part, on our expectations regarding future revenues, and our expenses are generally fixed, particularly in the short term. We may
be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall. Any significant shortfall of revenues in relation to our expectations could cause significant declines in our quarterly operating results.



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Due to the above factors, we believe that quarter-to-quarter or period-to-period comparisons of our operating results may
not be a good indicator of our future performance. Our operating results for any particular quarter may fall short of our expectations or those of stockholders or securities analysts. In this event, the trading price of our common stock would likely
fall.



Our stock price has been volatile and may fluctuate in the future.



Our Common Stock has experienced significant price and volume
fluctuations in recent years. Since January 2002, our common stock has closed as low as $.52 per share and as high as $11.06 per share. These fluctuations often have no direct relationship to our operating performance. The market price for our
common stock may continue to be subject to wide fluctuations in response to a variety of factors, some of which are beyond our control. Some of these factors include:



| |  |  | the results and affects of litigation;
| | - |  | --------------------------------------



| |  |  | our performance and prospects;
| | - |  | ------------------------------



| |  |  | sales by selling shareholders of shares issued and issuable in connection with our private placements;
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | changes in earnings estimates or buy/sell recommendations by analysts;
| | - |  | ----------------------------------------------------------------------



| |  |  | general financial and other market conditions; and
| | - |  | --------------------------------------------------



| |  |  | domestic and international economic conditions.
| | - |  | -----------------------------------------------



In addition, some companies that have experienced volatility in the market price of their stock have been the subject of securities class action litigation or other
litigation or investigations. In May 2005, the Company and certain of its current and former directors and officers were sued in several purported class action lawsuits. Such litigation often results in substantial costs and a diversion of
managements attention and resources and could harm our business, prospects, results of operations, or financial condition.



Our common stock price may be negatively impacted if it is delisted from the NASDAQ National Market.



Our common stock is currently listed for trading on the NASDAQ National Market. We must continue to satisfy NASDAQs continued listing
requirements, including a minimum bid price for our common stock of $1.00 per share, or risk delisting which would have a material adverse affect on our business. A delisting of our common stock from the NASDAQ National Market could materially
reduce the liquidity of our common stock and result in a corresponding material reduction in the price of our common stock. In addition, any such delisting could harm our ability to raise capital through alternative financing sources on terms
acceptable to us, or at all, and may result in the potential loss of confidence by investors, suppliers, customers and employees.



On May 25, 2005, we received a notice from the NASDAQ Stock Market indicating that we are not in compliance with NASDAQ Marketplace Rule 4450(a)(5) (the
Minimum Bid Price Rule) because, for the last 30 consecutive business days, the bid price of our common stock had closed below the minimum $1.00 per share. In accordance with NASDAQ Marketplace Rule 4450(e)(2), we were provided 180
calendar days, or until November 21, 2005, to regain compliance with the Minimum Bid Price Rule. This notification has no effect on the listing of our common stock at this time.



The Companys bid price closed 13 consecutive days at $1.00 or more between September 21, 2005 and October 7, 2005 and on
October 12, 2005 we received a notice from NASDAQs stating that we have achieved compliance with the Minimum Bid Price Rule. On November 1, 2005, the closing price of our common stock was again at $1.00. As of November 8, 2005
the closing price of our common stock was $0.95.



In the event that we again
receive notice that our common stock is being delisted from the Nasdaq Stock Market, NASDAQ rules permit us to appeal any delisting determination by the NASDAQ staff to a Nasdaq Listings Qualifications Panel. In addition, in the event that such a
delisting determination was based solely on non-compliance with the Minimum Bid Price Rule, NASDAQ may permit us to transfer our common stock to the NASDAQ Small Cap Market if we satisfy all criteria for initial inclusion on such market other than
compliance with the Minimum Bid Price Rule. In the event of such a transfer, we would have an additional 180 calendar days to comply with the Minimum Bid Price Rule in order to remain on the NASDAQ Small Cap Market.



An impairment of goodwill and/or long-lived assets could affect net income.



We record goodwill on our balance sheet as a result of business
combinations consummated in prior years. We have also made a significant investment in long-lived assets. In accordance with applicable accounting standards, we periodically assess the value of both goodwill and long-lived assets in light of current
circumstances to determine whether impairment has occurred. If an impairment should occur, we would reduce the carrying amount to our fair market value and record an amount of that reduction as a non-cash



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charge to income, which could adversely affect our net income reported in that quarter in accordance with generally accepted accounting principles. We
recorded a $1,905,000 impairment charge in 2003 and $173,000 in 2004. In addition, during the Companys second quarter of 2005, we recorded a non-cash asset impairment charge of $618,000. We cannot definitively determine whether impairment will
occur in the future, and if impairment does occur, what the timing or the extent of any such impairment would be.



The loss of key personnel or the inability to recruit additional personnel may harm our business.



Our success depends to a significant extent on the continued service of our executive officers, our senior and middle management and our
technical and research personnel. In particular, the loss of Mark W. Blodgett, our President, Chairman and Chief Executive Officer, or other key personnel, could harm us significantly. Hiring qualified management and technical personnel will be
difficult due to the limited number of qualified professionals in the work force in general and the intense competition for these types of employees. The loss of key management personnel or an inability to attract and retain sufficient numbers of
qualified management personnel could materially and adversely affect our business, results of operations, financial condition or future prospects.



We depend on a limited number of suppliers and may not be able to ship products on time if we are unable to obtain an adequate supply of raw materials and equipment on
a timely basis.



We depend on a limited number of suppliers for raw
materials and equipment used to manufacture our products. We depend on our suppliers to supply critical components in adequate quantities, consistent quality and at reasonable costs. If our suppliers are unable to meet our demand for critical
components at reasonable costs, and if we are unable to obtain an alternative source, or the price for an alternative source is prohibitive, our ability to maintain timely and cost-effective production of our products would be harmed. We generally
rely on purchase orders rather than long-term agreements with our suppliers; therefore, our suppliers may stop supplying materials and equipment to us at any time. If we are unable to obtain components in adequate quantities we may incur delays in
shipment or be unable to meet demand for our products, which could harm our revenues and damage our relationships with customers and prospective customers.



We have many competitors in our field and our technologies may not remain competitive.



We participate in a rapidly evolving field in which technological developments are expected to continue at a rapid pace. We have many
competitors in the United States and abroad, including various fiber optic component manufacturers, universities and other private and public research institutions. The Company has five primary competitors in the fiber optic illumination market. The
most established segment of this market relates to illumination for microscopes. Within that market, Volpi Manufacturing USA, Inc. and Dolan-Jenner Industries, Inc. compete directly with the Companys products. Both of these companies have been
producing fiber optic products for more than thirty years and offer a complete line of fiber optic illumination systems for microscopy applications. A third company, Cuda Products, Inc., also supplies fiber optic lighting for microscopy; however,
its primary market is medical. The value-oriented segment of the microscopy market is dominated by Chiu Technical Corp, which offers an inexpensive, no-frills, fiber optic lighting system. A newer segment in the fiber optic lighting
market relates to automated imaging and inspection equipment for machine vision. Schott-Fostec, Inc. is the leading provider of fiber optic lighting for the machine vision industry. In the industrial fluorescent lighting market, the Company has two
primary competitors. MicroLite markets a product similar in appearance to the Companys circular fluorescent microscope illuminator. Techni-Quip Corporation offers industrial fluorescent lighting as part of its product line but as a whole, its
lighting product line is limited and represents a small percentage of that companys total business



Our major competitors in the specialty fiber optic market segment are Furukawa OFS, Fiberforce, and Corning. In the laser market, we compete against Power Technology, Inc. in the United States, Schafter GMBH and
Kirchoff GMBH in Europe and several other smaller laser manufacturers.



Our
success depends upon our ability to develop and maintain a competitive position in the product categories and technologies on which we focus. To be successful in the illumination and optical components industries, we will need to keep pace with
rapid changes in technology, customer expectations, new product introductions by competitors and evolving industry standards, any of which could render our existing products obsolete if we fail to respond in a timely manner. We could experience
delays in introduction of new products. If others develop innovative proprietary illumination products or optical components that are superior to ours, or if we fail to accurately anticipate technology and market trends and respond on a timely basis
with our own innovations, our competitive position may be harmed and we may not achieve sufficient growth in our revenues to attain or sustain profitability.



Many of our competitors have greater capabilities and experience and greater financial, marketing and operational resources than us. Competition is intense and is
expected to increase as new products enter the market and new technologies become available. To the extent that competition in our markets intensifies, we may be required to reduce our prices in order to remain competitive. If we do not compete
effectively, or if we reduce our prices without making commensurate reductions in our costs, our revenues and profitability, and our future prospects for success, may be harmed.



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Our customers are not obligated to buy material amounts of our products and may cancel or defer purchases on short
notice.



Our customers typically purchase our products under individual
purchase orders rather than pursuant to long-term contracts or contracts with minimum purchase requirements. Therefore, our customers may cancel, reduce or defer purchases on short notice without significant penalty. Accordingly, sales in a
particular period are difficult to predict. Decreases in purchases, cancellations of purchase orders or deferrals of purchases may have a material adverse effect on us, particularly if we do not anticipate them. There can be no assurance that our
revenue from key customers will not decline in future periods.



Our products
could contain defects, which could result in reduced sales of those products or in claims against us.



Despite testing both by the Company and its customers, errors have been found and may be found in the future in our existing or future products. These defects may cause us to incur significant warranty, support and
repair costs, divert the attention of our technical personnel from our product development efforts and harm our relationship with our customers. Defects, integration issues or other performance problems in our illumination and optical products could
result in personal injury or financial or other damages to our customers or could damage market acceptance of our products. Our customers could also seek damages from us for their losses. A product liability claim brought against us, even if
unsuccessful, would likely be time consuming and costly to defend.



We are
subject to risks of operating internationally.



We distribute and sell
some of our products internationally, and our success depends in part on our ability to manage our international operations. Sales outside the United States accounted for 49% of our total revenue for the year ended December 31, 2004 and 48% in
the first nine months of 2005. We are subject to risks associated with operating in foreign countries, including:



| |  |  | foreign currency risks;
| | - |  | -----------------------



| |  |  | costs of customizing products for foreign countries;
| | - |  | ----------------------------------------------------



| |  |  | imposition of limitations on conversion of foreign currencies into dollars;
| | - |  | ---------------------------------------------------------------------------



| |  |  | remittance of dividends and other payments by foreign subsidiaries;
| | - |  | -------------------------------------------------------------------



| |  |  | imposition or increase of withholding and other taxes on remittances and other payments on foreign subsidiaries;
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | hyperinflation and imposition or increase of investment and other restrictions by foreign governments;
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | compliance with multiple, conflicting and changing governmental laws and regulations;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | longer sales cycles and problems collecting accounts receivable;
| | - |  | ----------------------------------------------------------------



| |  |  | labor practices, difficulties in staffing and managing foreign operations, political instability and potentially adverse tax consequence; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | import and export restrictions and tariffs.
| | - |  | -------------------------------------------



If we are unable to manage these risks, we may face significant liability, our international sales may decline and our financial results may be adversely affected.



ITEM 3.
CONTROLS AND PROCEDURES



Evaluation of Disclosure
Controls and Procedures. Based on managements evaluation (with the participation of the Companys principal executive officer and principal financial officer) as of the end of the period covered by this report, the Companys
principal executive officer and principal financial officer have concluded that the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the
Exchange Act)) are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms, and that the information is accumulated and communicated to its management, including to its principal executive officer and principal financial officer as appropriate to allow timely decisions
regarding required disclosure.



Changes in Internal Control Over Financial
Reporting. There was no change in the Companys internal control over financial reporting during the third fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Companys internal control over
financial reporting.



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##### Table of Contents

PART II:
OTHER INFORMATION



ITEM 1.
LEGAL PROCEEDINGS



As previously reported by the
Company in its quarterly report on Form 10-QSB for the fiscal quarter ended June 30, 2005, beginning in May 2005, three putative securities class action complaints were filed in the United States District Court for the District of New Hampshire
against us and several of our current and former directors and officers, purportedly on behalf of certain of the Companys shareholders. The complaints, which assert claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934
and Rule 10b-5 promulgated thereunder, allege that certain disclosures made by us in press releases dated April 19, 2004 and April 21, 2004 were materially false or misleading. The complaints seek unspecified damages, as well as interest,
costs, and attorneys fees. The three complaints were consolidated into one action and assigned to a single federal judge. The Court also appointed a group of lead plaintiffs and plaintiffs counsel, who recently filed a consolidated amended
complaint to supercede the previously filed complaints. The consolidated amended complaint asserts claims under Sections 10(b), 20(a), and 20A of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder.



Additionally, on June 17, 2005, a purported shareholder derivative action was filed in
the United States District Court for the District of New Hampshire against us (as a nominal defendant) and several of our current and former directors and officers. The plaintiff derivatively claims breaches of fiduciary duty by the defendant
directors and officers in connection with the disclosures made by us in press releases dated April 19, 2004 and April 21, 2004, the awarding of executive bonuses, and trading in Company stock while allegedly in possession of material,
non-public information. Plaintiff did not make pre-suit demand on the Board of Directors prior to commencing this derivative action. Upon the joint motion of the parties to the derivative action, the Court has stayed the derivative action
indefinitely. However, the derivative action may be revived upon the motion of any party.



We intend to vigorously contest the allegations in the securities and derivative complaints. However, due to the preliminary nature of these cases, we are not able to predict the outcome of this litigation or the
application of, or coverage provided by, our insurance carriers. There is no assurance we and our current and former directors and officers will prevail in defending these actions or that our insurance policies will cover all or any expenses or
financial obligations arising from the lawsuits. If our defenses are ultimately unsuccessful, or if we are unable to achieve a favorable settlement or coverage from our insurance carriers, we could be liable for large damage awards that could have a
material adverse effect on our business, results of operations and financial condition.



The Company is not currently involved in any other legal proceedings.



ITEM 2.
UNREGISTED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS



None.



ITEM 3. DEFAULTS UPON SENIOR SECURITIES.



None.



ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



None.



ITEM 5.
OTHER INFORMATION



During the quarter ended
September 30, 2005, we made no material changes to the procedures by which shareholders may recommend nominees to our Board of Directors, as described in our most recent proxy statement.



ITEM 6.
 EXHIBITS



The Exhibits listed in the Exhibit Index
immediately preceding such Exhibits are filed with or incorporated by reference in this report.



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##### Table of Contents

SIGNATURES



In accordance with
the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                        |  |                   |  |                                                                              
|----------------------- |  | ----------------- |  | -----------------------------------------------------------------------------
|                        |  | STOCKERYALE, INC.
|                        |  |                  
|Date: November 14, 2005 |  | By:               |  | /s/ MARK W. BLODGETT                                                         
|                        |  |                   |  | Mark W. Blodgett President, Chief Executive Officer
and Chairman of the Board
|                        |  |                  
|Date: November 14, 2005 |  | By:               |  | /s/ MARIANNE MOLLEUR                                                         
|                        |  |                   |  | Marianne Molleur Senior Vice President and
Chief Financial Officer           



20



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##### Table of Contents

EXHIBIT INDEX



|              |  |                                                                                                                                                                                                                                                                                
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                    
|10.1          |  | Stock and Warrant Purchase Agreement, dated August 16, 2005, by and between the Registrant and Van Wagoner Crossover Fund is incorporated herein by reference to Exhibit 10.11 of the
Registrants registration statement on Form S-3 filed May 16, 2005 (File No. 333-129065).
|              | 
|10.2          |  | Common Stock Purchase Warrant, dated August 16, 2005, issued by the Registrant to Van Wagoner Crossover Fund is incorporated herein by reference to Exhibit 10.12 of the Registrants
registration statement on Form S-3 filed May 16, 2005 (File No. 333-129065).             
|              | 
|10.3          |  | Amendment No. 1 dated August 26, 2005 to the Senior Promissory Note dated May 12, 2005 issued by the Registrant to Eureka Interactive Fund Limited.                                                                                                                            
|              | 
|31.1          |  | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                        
|              | 
|31.2          |  | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                        
|              | 
|32.1          |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                         
|              | 
|32.2          |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.