SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



                                SURGILIGHT, INC.
                -------------------------------------------------
               (Exact Name of Company as specified in its charter)


        Delaware                    000-24897                       35-1990562
 ----------------------       -------------------                  ------------
(State of Incorporation)     (Commission file No.)                (IRS Employer
                                                                    ID Number)

                         12001 Science Drive, Suite 140
                             Orlando, Florida 32826
                     --------------------------------------
                    (Address of principal executive offices)


               CONSULTING AGREEMENT BETWEEN SURGILIGHT, INC., AND
                               J. BENNETT GROCOCK
                           ---------------------------
                          (Full title of the Agreement)

                              J. T. Lin, President
                                SURGILIGHT, INC.
                         12001 Science Drive, Suite 140
                             Orlando, Florida 32826
                      -------------------------------------
                     (Name and address of agent for service)

                   Company's telephone number: (407) 482-4555
<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE

------------------------- -------------------- ---------------------- ----------------------- ------------------------
                                                                            Proposed
                                                    Proposed                 Maximum
 Title of Securities         Amount to be       Maximum Offering        Aggregate Offering           Amount of
  to be Registered            Registered        Price Per Share(1)            Price(1)           Registration Fee

------------------------- -------------------- ---------------------- ----------------------- ------------------------
   <S>                          <C>                   <C>                    <C>                 <C>
   Common Shares                17,880                $1.51                  $27,000             $100 Minimum Fee
------------------------- -------------------- ---------------------- ----------------------- ------------------------

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457.

</TABLE>

<PAGE>


                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

     Note: The document(s) containing the information concerning the Agreement
between SURGILIGHT, INC. (the "Company"), and J. BENNETT GROCOCK dated March 1,
2001, required by Item 1 of Form S-8 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and the statement of availability of registrant
information, employee benefit plan annual reports and other information required
by Item 2 of Form S-8 will be sent or given to participants as specified in Rule
428. In accordance with Rule 428 and the requirements of Part I of Form S-8,
such documents are not being filed with the Securities and Exchange Commission
(the "Commission") either as part of this registration statement on Form S-8
(the "Registration Statement") or as prospectuses or prospectus supplements
pursuant to Rule 424. The Company will maintain a file of such documents in
accordance with the provisions of Rule 428. Upon request, the Company shall
furnish to the Commission or its staff a copy or copies of all of the documents
included in such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents, which have been filed by the Company with the
Securities and Exchange Commission, are hereby incorporated by reference into
this Prospectus:

     a. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2000; and

     b. The Company's Current Reports on Forms 8-K subsequent to December 31,
2000, and up to and including the date of filing of this Registration statement.

     All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated in this Registration Statement by reference and to
be a part hereof from the date of filing of such documents.

     Any statement contained in this Registration Statement, in a supplement to
this Registration Statement or in a document incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed supplement to this Registration Statement or in any document that is
subsequently incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

     The Company's authorized capital consists of 30,000,000 shares of common
stock, par value $0.0001 per share (the "Common Stock"), of which 21,579,419
shares were issued and outstanding as of April 3, 2001, and 20,000,000 shares of
preferred stock, par value $0.0001 per share, none of which is outstanding and
1,500,000 shares of which have been designated as Series A Convertible Preferred
Stock and are being offered in this Offering.

     Each share of Common Stock is entitled to one vote, either in person or by
proxy, on all matters that may be voted upon by the owners thereof at a meeting
of the shareholders, including the election of directors. The holders of Common
Stock (i) have equal, ratable rights to dividends from funds legally available

<PAGE>

therefor, when, as and if declared by the Board of Directors of the Company;
(ii) are entitled to share ratably in all of the assets of the Company available
for distribution to holders of Common Stock upon liquidation, dissolution or
winding up of the affairs of the Company; (iii) do not have preemptive or
redemption provisions applicable thereto; and (iv) are entitled to one
noncumulative vote per share on all matters on which shareholders may vote at
all meetings of shareholders.

     All shares of Common Stock issued and outstanding are, and those offered
hereby, when issued, will be fully paid and nonassessable, with no personal
liability attaching to the ownership thereof.

Transfer Agent, Registrar and Warrant Agent

     The Company has appointed Signature Stock Transfer, 14675 Midway Road,
Suite 221, Dallas, TX 75244, as transfer agent and registrar for the Common
Stock and Preferred Stock.

ITEM 5. Interests of Named Experts and Counsel.

     J. Bennett Grocock, counsel to the Registrant for the purpose of this
Registration Statement, will own 17,880 shares common shares of the Registrant
pursuant to this registration.

ITEM 6. Indemnification of Directors and Officers.

     Registrant's Articles of Incorporation and Bylaws and the Florida Business
Corporation Act provide for indemnification of directors and officers against
certain liabilities. In general, officers and directors of Registrant are
indemnified against expenses actually and reasonably incurred in connection with
proceedings, whether civil or criminal, provided that it is determined that they
acted in good faith, and are not deemed to be liable to Registrant for
negligence or misconduct in the performance of their duties.

ITEM 7. Exemption From Registration Claimed.

         Not applicable.



<PAGE>


ITEM 8. Exhibits.

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

4.1                     Agreement between SurgiLight, Inc.,
                        and J. Bennett Grocock dated March 1, 2001.

5                       Opinion of Counsel, The Business Law Group.

23.1                    Consent of Parks, Tschopp, Whitcomb & Orr, P.A.,
                        Independent Certified Public Accountants.

23.2                    Consent of The Business Law Group (Included in
                        Exhibit 5).

ITEM 9.  Undertakings

     1.  The Registrant hereby undertakes:

         (a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

             (i) to include any prospectus required by Section 10(a)(3) of the
             Securities Act of 1933;

             (ii) to reflect in the prospectus any facts or events arising after
             the effective date of the registration statement (or the most
             recent post-effective amendment thereof) which, individually or in
             the aggregate, represent a fundamental change in the formation set
             forth in the registration statement

             (iii) to include any material information with respect to the plan
             of distribution not previously disclosed in the registration
             statement or any material change to such information in the
             registration statement;

         (b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bonafide offering thereof.

         (c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     2.  The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.

<PAGE>


SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Orlando, State of Florida, on this 1st day of June,
2001.

                                            SURGILIGHT, INC.


                                            By:  /s/  J. T. Lin
                                               --------------------------------
                                                      J. T. Lin, President CEO

     In accordance with the requirements of the Securities Act of 1933 as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the date indicated.

SIGNATURE                      TITLE                                     DATE

 /s/  J. T. Lin                President/Chief Executive Officer/      6/01/01
------------------------       Director                                --------
      J. T. Lin


 /s/  Rachel Siu               Chief Financial Officer                 6/01/01
------------------------                                               --------
      Rachel Siu


 /s/  Lee Chow                 Director                                6/01/01
------------------------                                               --------
      Lee Chow


 /s/  J. S. Yuan               Director                                6/01/01
------------------------                                               --------
      J. S. Yuan

<PAGE>


                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                SURGILIGHT, INC.
               (Exact name of Issuer as specified in its charter)

                                  EXHIBIT INDEX


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

4.1                     Agreement between SurgiLight, Inc.,
                        and J. Bennett Grocock dated March 1, 2001.

5                       Opinion of Counsel, The Business Law Group.

23.1                    Consent of Parks, Tschopp, Whitcomb & Orr, P.A.,
                        Independent Certified Public Accountants.

23.2                    Consent of The Business Law Group (Included in
                        Exhibit 5).
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{"company-data": {"conformed-name": "SURGILIGHT INC", "cik": "0001070289", "assigned-sic": "6770", "irs-number": "351990562", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62998", "film-number": "1660605"}, "business-address": {"street1": "12001 SCIENCE DRIVE", "street2": "SUITE 140", "city": "ORLANDO", "state": "FL", "zip": "32826", "phone": "4074824555"}, "mail-address": {"street1": "1710 E DIVISION ST", "city": "EVANSVILLE", "state": "IN", "zip": "47711"}, "former-company": {"former-conformed-name": "MAS ACQUISITION III CORP", "date-changed": "19980914"}}
SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                SURGILIGHT, INC.
                -------------------------------------------------
               (Exact Name of Company as specified in its charter)

        Delaware                    000-24897                       35-1990562
 ----------------------       -------------------                  ------------
(State of Incorporation)     (Commission file No.)                (IRS Employer
                                                                    ID Number)

                         12001 Science Drive, Suite 140
                             Orlando, Florida 32826
                     --------------------------------------
                    (Address of principal executive offices)

               CONSULTING AGREEMENT BETWEEN SURGILIGHT, INC., AND
                               J. BENNETT GROCOCK
                           ---------------------------
                          (Full title of the Agreement)

                              J. T. Lin, President
                                SURGILIGHT, INC.
                         12001 Science Drive, Suite 140
                             Orlando, Florida 32826
                      -------------------------------------
                     (Name and address of agent for service)

                   Company's telephone number: (407) 482-4555
CALCULATION OF REGISTRATION FEE

------------------------- -------------------- ---------------------- ----------------------- ------------------------
                                                                            Proposed
                                                    Proposed                 Maximum
 Title of Securities         Amount to be       Maximum Offering        Aggregate Offering           Amount of
  to be Registered            Registered        Price Per Share(1)            Price(1)           Registration Fee

------------------------- -------------------- ---------------------- ----------------------- ------------------------
Common Shares                17,880                $1.51                  $27,000             $100 Minimum Fee
------------------------- -------------------- ---------------------- ----------------------- ------------------------

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457.
PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

     Note: The document(s) containing the information concerning the Agreement
between SURGILIGHT, INC. (the "Company"), and J. BENNETT GROCOCK dated March 1,
2001, required by Item 1 of Form S-8 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and the statement of availability of registrant
information, employee benefit plan annual reports and other information required
by Item 2 of Form S-8 will be sent or given to participants as specified in Rule
428. In accordance with Rule 428 and the requirements of Part I of Form S-8,
such documents are not being filed with the Securities and Exchange Commission
(the "Commission") either as part of this registration statement on Form S-8
(the "Registration Statement") or as prospectuses or prospectus supplements
pursuant to Rule 424. The Company will maintain a file of such documents in
accordance with the provisions of Rule 428. Upon request, the Company shall
furnish to the Commission or its staff a copy or copies of all of the documents
included in such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents, which have been filed by the Company with the
Securities and Exchange Commission, are hereby incorporated by reference into
this Prospectus:

     a. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2000; and

     b. The Company's Current Reports on Forms 8-K subsequent to December 31,
2000, and up to and including the date of filing of this Registration statement.

     All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated in this Registration Statement by reference and to
be a part hereof from the date of filing of such documents.

     Any statement contained in this Registration Statement, in a supplement to
this Registration Statement or in a document incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed supplement to this Registration Statement or in any document that is
subsequently incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

     The Company's authorized capital consists of 30,000,000 shares of common
stock, par value $0.0001 per share (the "Common Stock"), of which 21,579,419
shares were issued and outstanding as of April 3, 2001, and 20,000,000 shares of
preferred stock, par value $0.0001 per share, none of which is outstanding and
1,500,000 shares of which have been designated as Series A Convertible Preferred
Stock and are being offered in this Offering.

     Each share of Common Stock is entitled to one vote, either in person or by
proxy, on all matters that may be voted upon by the owners thereof at a meeting
of the shareholders, including the election of directors. The holders of Common
Stock (i) have equal, ratable rights to dividends from funds legally available
therefor, when, as and if declared by the Board of Directors of the Company;
(ii) are entitled to share ratably in all of the assets of the Company available
for distribution to holders of Common Stock upon liquidation, dissolution or
winding up of the affairs of the Company; (iii) do not have preemptive or
redemption provisions applicable thereto; and (iv) are entitled to one
noncumulative vote per share on all matters on which shareholders may vote at
all meetings of shareholders.

     All shares of Common Stock issued and outstanding are, and those offered
hereby, when issued, will be fully paid and nonassessable, with no personal
liability attaching to the ownership thereof.

Transfer Agent, Registrar and Warrant Agent

     The Company has appointed Signature Stock Transfer, 14675 Midway Road,
Suite 221, Dallas, TX 75244, as transfer agent and registrar for the Common
Stock and Preferred Stock.

ITEM 5. Interests of Named Experts and Counsel.

     J. Bennett Grocock, counsel to the Registrant for the purpose of this
Registration Statement, will own 17,880 shares common shares of the Registrant
pursuant to this registration.

ITEM 6. Indemnification of Directors and Officers.

     Registrant's Articles of Incorporation and Bylaws and the Florida Business
Corporation Act provide for indemnification of directors and officers against
certain liabilities. In general, officers and directors of Registrant are
indemnified against expenses actually and reasonably incurred in connection with
proceedings, whether civil or criminal, provided that it is determined that they
acted in good faith, and are not deemed to be liable to Registrant for
negligence or misconduct in the performance of their duties.

ITEM 7. Exemption From Registration Claimed.

         Not applicable.
ITEM 8. Exhibits.

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

4.1                     Agreement between SurgiLight, Inc.,
                        and J. Bennett Grocock dated March 1, 2001.

5                       Opinion of Counsel, The Business Law Group.

23.1                    Consent of Parks, Tschopp, Whitcomb & Orr, P.A.,
                        Independent Certified Public Accountants.

23.2                    Consent of The Business Law Group (Included in
                        Exhibit 5).

ITEM 9.  Undertakings

     1.  The Registrant hereby undertakes:

         (a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

             (i) to include any prospectus required by Section 10(a)(3) of the
             Securities Act of 1933;

             (ii) to reflect in the prospectus any facts or events arising after
             the effective date of the registration statement (or the most
             recent post-effective amendment thereof) which, individually or in
             the aggregate, represent a fundamental change in the formation set
             forth in the registration statement

             (iii) to include any material information with respect to the plan
             of distribution not previously disclosed in the registration
             statement or any material change to such information in the
             registration statement;

         (b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bonafide offering thereof.

         (c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     2.  The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Orlando, State of Florida, on this 1st day of June,
2001.

                                            SURGILIGHT, INC.

                                            By:  /s/  J. T. Lin
                                               --------------------------------
                                                      J. T. Lin, President CEO

     In accordance with the requirements of the Securities Act of 1933 as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the date indicated.

SIGNATURE                      TITLE                                     DATE

 /s/  J. T. Lin                President/Chief Executive Officer/      6/01/01
------------------------       Director                                --------
      J. T. Lin

 /s/  Rachel Siu               Chief Financial Officer                 6/01/01
------------------------                                               --------
      Rachel Siu

 /s/  Lee Chow                 Director                                6/01/01
------------------------                                               --------
      Lee Chow

 /s/  J. S. Yuan               Director                                6/01/01
------------------------                                               --------
      J. S. Yuan
REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                SURGILIGHT, INC.
               (Exact name of Issuer as specified in its charter)

                                  EXHIBIT INDEX

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

4.1                     Agreement between SurgiLight, Inc.,
                        and J. Bennett Grocock dated March 1, 2001.

5                       Opinion of Counsel, The Business Law Group.

23.1                    Consent of Parks, Tschopp, Whitcomb & Orr, P.A.,
                        Independent Certified Public Accountants.

23.2                    Consent of The Business Law Group (Included in
                        Exhibit 5).