SecProbe.io

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Mail Stop 6010

      July 22, 2005

Mr. Stuart Michelson
Chief Financial Officer
Surgilight, Inc.
12001 Science Drive, Suite 140
Orlando, Florida  32826

	Re:	Surgilight, Inc.
      Form 10-KSB for the Year Ended December 31, 2004
      Form 10-QSB for the Quarter Ended March 31, 2005
      File No. 000-24897

Dear Mr. Michelson:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents. Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB for the Year Ended December 31, 2004

Item 1. Business
-Sales and Marketing

1. You state that sales are made as part of the clinical trial
process and expand once a country has cleared the product through
its
Ministry of Health.  Also, these sales are distributed through an
international distribution network.  In this regard, tell us and
expand this section to clarify the following:
* Describe to the reader the products you are selling
internationally.
* Identify those foreign countries where your product has been
cleared by its Ministry of Health.
* Indicate the number of distributors that sell your product.  If
you
rely on one particular distributor, please tell investors.
* Revise to discuss separately your sales and marketing activities
in
domestic and foreign markets.

2. You state that sales contracts are made primarily through
attendance at a few trade shows throughout the year.  Revise to
indicate the percentage of these sales made in the United States
and
in foreign countries.  Discuss any material differences in the
terms
of your domestic and foreign sales contracts.

-Government Regulation

3. We note that you were subject to inspections by the FDA in 2003
and in January 2004 and received Form 483 notices and warning
letters
resulting in your inability to ship products to certain countries
around the world.  However, it is unclear to us which Form 483
notices and warning letters have been resolved to date.
* Tell us and revise this section and MD&A to include a discussion
of
the current status of the open violations with the FDA as a result
of
their inspections.
* Explain how you are resolving the issues and address the impact
of
these violations on your current and future results of operations.

Item 6. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

- Critical Accounting Policies

4. In addition to identifying your significant estimates in Note 1
to
the financial statements, revise to include a critical accounting
policies section in your MD&A that discusses those critical
accounting estimates and assumptions involved in the application
of
GAAP.  Describe the methodology used by management in determining
these particular estimates; the significant assumptions you use;
and
the likelihood that materially different amounts would be reported
under different conditions or using different methods.  It would
appear that discussions relating to those estimates involved in
your
accounting for your allowance of doubtful accounts, inventory
obsolescence, warranty obligations, valuing of investments, and
legal
contingences may be required.  Refer to the guidance provided in
FR-
72.

- Revenues

5. You state that revenue from equipment sales were $1,705,000 in
2004 as compared to $1,157,240 in 2003.  Please revise to address
the
following:
* Clearly explain what you mean by "equipment sales."  Briefly
describe the products that you sell.
* Indicate how much revenue you earned from domestic and foreign
sales in each period.
* Describe the items included in cost of revenues
* Identify the factors that contributed to the significant margins
you recorded on your sales.

6. Tell us and revise to clearly describe the transactions that
resulted in the items you have identified as revenue from non-
equipment sales in 2004.  Support your conclusion to present these
amounts as revenue on the face of the statements of operations.

Item 7.  Financial Statements

Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

7. We note that your independent auditors` report from Richard L.
Brown & Company, P.A. indicates their audit was conducted in
accordance with auditing standards established by the Auditing
Standards Board and in accordance with the auditing standards of
the
Public Company Accounting Oversight Board (United States).  Please
have your independent accountants revise their report to comply
with
Auditing Standard 1 as issued by the Public Company Accounting
Oversight Board.

Consolidated Statements of Operations

8. Please revise your presentation of earnings per share on the
face
of your consolidated statements of operations to round to the
nearest
cent, in order not to imply a greater degree of precision than
exists.

Consolidated Statement of Cash Flows

9. We note that you present common stock issued for the conversion
of
your outstanding debentures as a cash flow from financing
activities
within your consolidated statements of cash flows.  Revise to
remove
that non-cash transaction from your consolidated statements of
cash
flows and supplementally disclose in the schedule following your
cash
flow statements.   Refer to paragraph 32 of SFAS 95.

Notes to Consolidated Financial Statements

Note 1.  The Company and Summary of Significant Accounting
Policies

-(e) Accounts Receivable

10. We note from your disclosure that you have recorded a
provision
for credit losses of $425,000 for the year ended December 31,
2004.
However, we note that you present a provision for bad debts of
$925,000 within your cash flows from operation activities on your
2004 consolidated statement of cash flows. Please revise to
resolve
this inconsistency.

-(g) Inventory

11. It appears that your inventory at December 31, 2004 primarily
consists of lasers and other equipment that was purchased through
the
acquisition of the ophthalmic laser division of Premier Laser
Systems
in October 2000.  In regards to determining the appropriate
carrying
value of inventory and evaluating your inventory for obsolescence,
please provide us with a full discussion of the following:

* Describe in detail the methodology used by management to
evaluate
your inventory for obsolescence.
* Discuss any time lines or horizons that you look to when
assessing
excess inventory.
* Explain how you consider the impact of advancements in
technology
following your acquisition of the systems in 2000 as part of that
assessment - i.e., the possibility that you have excess inventory
that will be technologically outdated by the time you bring to
market.
* Explain how you consider current customer demand for your
systems,
especially since the majority of your inventory exceeds
anticipated
sales.  We note, for example, that you have classified the
majority
of your inventory as long-term.
* Discuss how you consider the timing and probability of receiving
FDA and other regulatory approval when assessing obsolescence and
net
realizable value of inventory.  We note your statement in the
liquidity and capital resources section that without the required
regulatory approvals the value of the inventory could become
impaired.

12. Your statements appear to indicate that you look to sales in
the
periods to determine market value of your inventory.  Please
provide
us with a schedule of sales for the periods presented, showing
date
of sale, type of equipment or system sold, sales price, inventory
carrying value and location of customer - i.e., domestic or
foreign.

13. Not withstanding comment 122 of our letter dated March 15,
2002,
please explain clearly your reasons for classifying part of your
inventory as a non-current asset.  In light of the small amounts
of
inventory being sold, if still applicable, support your conclusion
that the amounts reflect anticipated sales over the 36 month
period
following December 31, 2001.  We note the minimal amounts
reflected
as cost of revenues in the periods following 2001.

-(j) Research and Development

14. We note that you enter into agreements with physicians to
perform
services related to completion of certain portions of the clinical
studies necessary for obtaining product approval from the FDA.
You
apply the value of the future services to a portion of the sales
price of products sold to the physicians.  Tell us whether these
arrangements relate to sales you expect to make to the physicians
in
future periods.  Please provide to us a sample of the journal
entries
you make to account for these arrangements as well as the journal
entries you make in the case the physician did not complete the
clinical studies.  Cite the accounting guidance in which you
relied
in recording these transactions.

15. Revise this note to disclose the amount of research and
development expenses incurred in connection with the agreements
with
physicians for each income statement period presented.

-(k) Product warranty costs

16. Revise the filing to include the disclosures for your product
warranties and extended warranties as required by paragraph 14 of
FIN
45, if material.

-(m) Revenue Recognition

17. Please tell us and revise to clarify the point in the earnings
process at which you recognize revenue related to your equipment
sales (for example, upon shipment).  Tell us if you have any post
shipment obligations.

18. We note from your disclosures throughout the filing that you
entered into arrangements to sell your products through
international
distributors.  Explain to us the nature and significant terms of
these arrangements with distributors, including any post shipment
obligations, acceptance provisions and return provisions that may
exist and how you account for such obligations.  Tell us if you
grant
price concessions to your distributions and if so, explain to us
how
you account for price concessions.  Please expand your policy for
revenue recognition to include the accounting for distributor
arrangements.

-(v) Concentrations

19. We note for 2004 that sales to one distributor amounted to
$1.3
million.  Please revise the note to describe the type of products
you
sold to that distributor.  Highlight any significant differences
in
the nature and terms of your arrangement with that distributor as
compared with your sales arrangements with other customers.

Note 3.  Prepaid Data Collection Fees

20. Revise this note to discuss the nature of prepaid data
collection
fees and how you account for such fees.  Tell us why you believe
these fees should be capitalized as an asset on your balance
sheet.

Note 4.  Common Stock

21. Reference is made to the issuance of common stock during 2004
in
exchange for legal services valued at $506,490 and interest
expense
of $5,804.  We note that the fair value of the legal services was
used to determine the value of equity instruments to be issued.
We
further note that within your consolidated statement of
stockholders`
equity for 2004 that you recorded $54,990 related to stock issued
for
services.  Tell us and revise to explain how you accounted for
such
services in 2004 and why the value assigned to the common shares
was
$54,990.  Please cite the accounting guidance on which you relied.

Note 5.  Intangible Assets

22. We note that you have reflected loan costs within intangible
assets on your consolidated balance sheets.
* Tell us what these costs represent, how they relate to the
patents
recorded, and explain to us how they meet the definition of an
intangible outlined in 39 of SFAS 141.
* Otherwise, please revise the filing to classify loan costs as
deferred financing costs on the balance sheet and to present the
related amortization as part of interest expense.  You should also
revise to include any previously recorded write-offs of deferred
financing costs within interest expense and any previously
recorded
impairment of intangible assets within continuing operations. We
note
that you wrote-off loan costs of $97,500 during 2004 and recorded
an
impairment of intangible assets of $80,353 during 2003.
* Revise your accounting policies in Note 1 to reflect your
accounting.

Note 8.  Note Payable and Convertible Debentures

23. We note that you have reflected $1,088,154 of the convertible
debentures issued to Global Emerging Markets as long-term at
December
31, 2004.  Tell us why it is appropriate to classify any portion
of
the convertible debentures outstanding as long-term when you are
currently in default.  In addition, revise to clarify whether the
current interest rate of 8% is the default rate and disclose any
other penalties that may be imposed as a result of being in
default.
Disclose where you have presented any related liabilities.

Note 10.  Stockholders` Equity

24. We note that you consummated a private placement in 2003 for
$500,000 that included the purchase of 1,736,111 shares of common
stock.  Each unit consisted of one share of restricted stock and a
warrant with an exercise price of $.42.  We further note that an
additional 1,736,111 warrants with an exercise price of $.65 per
share are currently due because of your failure to have the
underlying shares registered within the agreed upon time frame.
Tell
us and revise to explain in detail:

* how you have accounted for the private placement of 1,736,111
shares in 2003
* the nature of the penalties and registration rights that are
included within this agreement
* how you have accounted for the additional warrants that you
issued
that are currently due

Cite the accounting literature in which you placed reliance.

25. Revise this note to disclose the nature and terms of the stock
options granted in 2003 and 2004.

Note 11. Segment Information

26. Tell us and revise to disclose the information required by
paragraph 36-39 of SFAS 131.

Item 8.  Changes in and Disagreements with Accountants on
Accounting
and Financial Disclosure

27. We note that your current accountants reported on the 2004
financial statements did not agree with your predecessor
accountants
on the accounting for certain warrants issued in connection with
your
2003 private placement.  In accordance with SAS 84 and SAS 93,
certain communications between Predecessor and Successor Auditors
should take place when the Successor Auditor discovers facts that
may
have affected the audited financial statements previously reported
on.
* Describe to us the steps that were taken to resolve your current
accountant`s concerns.
* Explain to us how your current accountant was able to obtain
sufficient competent evidential matter to express an opinion on
the
current financial statements.
* Tell us why you did not report a correction of an error to your
previously issued financial statements to concur with the
accounting
proposed by your current accountant.  Include in your response,
the
company`s position on the accounting for the warrants.

Item 8A.  Controls and Procedures

28. We note your disclosure that your principal executive officer
and
principal financial officer have evaluated your disclosure
controls
and procedures as of a date withi