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)


Florida
(State of Incorporation)

000-24897
(Commission File No.)

35-1990562
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)

Timothy J. Shea
President
and Chief Operating Officer
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
<table>
<s>		<c>		<c>		<c>		<c>
						Proposed
				Proposed	Maximum
Title of	Amount to	Maximum		Aggregate	Amount of
Securities	be Registered	Offering	Offering	Registration
to be				Price per	Price (1)	Fee
Registered			Share (1)
----------     --------------   ------------    ------------    ------------
Common shares
$.0001 par
value		1,500,000	$0.03		$117,610	$20

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

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
February 15, 2005, 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, 2004; and

b.	The Company's Current Reports on Forms 8-K subsequent to December
31, 2004, 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 60,000,000 shares of common
stock, par value $0.0001 per share (the "Common Stock"), of which
approximately 54,411,958 shares were issued and outstanding as of
May 5, 2005, and 10,000,000 shares of preferred stock, par value
$0.0001 per share.

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 1,500,000 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 February 15, 2005.

5	Opinion of Counsel

23.1	Consent of Richard L. Brown & Cmpany, P.A., Independent
	Certified Public Accountants.

23.2	Consent of Counsel (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 18th day of
March, 2005.

SURGILIGHT, INC.


By:
Timothy Shea, President


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/ Colette Cozean   	 Director		3/31/05
Colette Cozean

/s/ S. Michelson   	 Director		3/31/05
Stuart Michelson


/s/ mL. Valente	   	 Director		3/31/05
Louis Valente


/s/ R. Higgins	   	 Director		3/31/05
Ronald Higgins



EXHIBIT INDEX

Exhibit
Number 	Description

4.1     Agreement between SurgiLight, Inc., and J. Bennett Grocock
	dated February 15, 2005.

5 	Opinion of Counsel.

23.1	Consent of Richard L. Brown & Company, P.A., Independent
	Certified Public Accountants.

23.2	Consent of Counsel (Included in Exhibit 5).

Exhibit 4.1
CONSULTING AGREEMENT

This CONSULTING AGREEMENT ("Agreement") is entered into this 15th day of
February, 2005, by and between SURGILIGHT, INC., a Florida corporation
(the "Company"), and J. BENNETT GROCOCK ("Consultant").

1. Engagement of Consultant.  The Company hereby engages Consultant to
provide the Company corporate legal services.

2.	Compensation.  As a compensation for his services provided herein,
the Company shall issue to Consultant 1,500,000 shares ("Shares") of the
Company's restricted common stock ("Stock"), par value $.0001 per share.

3.	Expenses. Company shall assume and shall be responsible for all
expenses incurred by Consultant and shall be responsible for all
disbursements made in Consultant's activities.

4.	Relationship of the Parties; Consultant's Limitations of Authority.
Except as otherwise specifically set forth in this Agreement, Consultant
shall have no authority to represent Company as an agent of Company.
Consultant shall have no authority to bind Company by any contract,
representation, understanding, act, or deed concerning Company. Except
as otherwise specifically set forth herein, neither the making of this
Agreement nor the performance of any part of the provisions hereof shall
be construed to constitute Consultant as an employee, agent or
representative of Company for any purpose, nor shall this Agreement be
deemed to establish a joint venture or partnership.

5.	Miscellaneous Provisions.

5.1	Entire Agreement; Binding Effect.  This Agreement constitutes
the entire agreement between the parties with respect to the subject
matter of this Agreement and supersedes any prior agreements or
understandings between the parties. This Agreement shall be binding
on and inure to the benefit of the parties hereto and their respective
successors and authorized assigns.

5.2.	Modification.  This Agreement may be modified only upon
the execution of a written agreement signed by both of the parties.

5.3	Waivers.  No failure on the part of either party hereto to
exercise, and no delay in exercising, any right, power, or remedy
hereunder shall operate as a waiver thereof nor shall any single or
partial exercise of any right, power, or remedy hereunder preclude
any other or further exercises thereof or the exercise of any
other right, power, or remedy.

5.4	Governing Law; Venue and Jurisdiction.  This Agreement shall
be deemed to have been entered into in, and for all purposes shall be
governed by, the laws of the State of Florida, without regard to
Florida's choice of law decisions. The parties agree that any action
brought by either party against the other in any court, whether
federal or state, shall be brought within Orange County, Florida,
in the applicable state and federal judicial districts and do hereby
waive all questions of personal jurisdiction or venue for the purpose
or carrying out this provision.


In witness whereof, the parties hereto have executed this Agreement
as of the date and year first above written.

"COMPANY"

SURGILIGHT, INC.


By:
Timothy Shea, President


"CONSULTANT"

J. Bennett Grocock


Exhibit 5
OPINION AND CONSENT OF LEGAL COUNSEL

The Business Law Group
Attorneys at Law
455 S. Orange Avenue, Suite 500
Orlando, FL  32801

May 5, 2005

Board of Directors
SurgiLight, Inc.
12001 Science Drive, Suite 140
Orlando, Florida 32826

Gentlemen:

We have acted as special securities counsel to SurgiLight, Inc.
(the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement")
covering registration under the Securities Act of 1933, as amended,
of 1,500,000 shares of the Company's common stock, $0.0001 par value
per share (the "Shares"), pursuant to the Consulting Agreement
between SurgiLight, Inc., and J. Bennett Grocock dated February 15,
2005 (the "Agreement"). As such, we have examined the Registration
Statement and such other documents of the Company as we deemed
appropriate under the circumstances.

Based upon the foregoing, and assuming that the Shares will be issued
as set forth in the Agreement, at a time when effective, and that there
will be full compliance with all applicable securities laws involved
under the Securities Act of 1933, as amended, the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated
pursuant to said Acts, and in those states in which the Shares may be
sold, we are of the opinion that, upon issuance of the Shares according
to the Registration Statement and receipt of the consideration to be paid
for the Shares, the Shares will be validly issued, fully paid and
nonassessable shares of Common Stock of the Company. This opinion
does not cover any matters related to any re-offer or re-sale of the
Shares, once issued pursuant to the Agreement as described in the
Registration Statement.

This opinion is not to be used, circulated, quoted or otherwise referred
to for any other purpose without our prior written consent. This opinion
is based on our knowledge of the law and facts as of the date hereof. We
assume no duty to communicate with the Company in respect to any matter,
which comes to our attention hereafter.

Very truly yours,

/s/ THE BUSINESS LAW GROUP

Consent:

We consent to the use of our opinion dated May 5, 2005, as an exhibit
to the Registration Statement of SurgiLight, Inc., and to the reference
to our firm in the Registration Statement.

/s/ THE BUSINESS LAW GROUP


Exhibit 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Richard L. Brown & Company, P.A.
Certified Public Accountants.



SurgiLight, Inc.
12001 Science Drive, Suite 140
Orlando, Florida 32826

We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8, of our report dated
April 26, 2005, with respect to the financial statements of
SurgiLight, Inc. included in its Annual Report on Form 10-KSB
for the year ended December 31, 2004, filed with the Securities
and Exchange Commission, which has been incorporated by reference
in its entirety in the Registration Statement on Form S-8:

May 5, 2005


/s/ Richard L. Brown & Company, P.A.
Certified Public Accountants.
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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)

Florida
(State of Incorporation)

000-24897
(Commission File No.)

35-1990562
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)

Timothy J. Shea
President
and Chief Operating Officer
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	Amount to	Maximum		Aggregate	Amount of
Securities	be Registered	Offering	Offering	Registration
to be				Price per	Price (1)	Fee
Registered			Share (1)
----------     --------------   ------------    ------------    ------------
Common shares
$.0001 par
value		1,500,000	$0.03		$117,610	$20

(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
February 15, 2005, 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, 2004; and

b.	The Company's Current Reports on Forms 8-K subsequent to December
31, 2004, 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 60,000,000 shares of common
stock, par value $0.0001 per share (the "Common Stock"), of which
approximately 54,411,958 shares were issued and outstanding as of
May 5, 2005, and 10,000,000 shares of preferred stock, par value
$0.0001 per share.

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 1,500,000 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 February 15, 2005.

5	Opinion of Counsel

23.1	Consent of Richard L. Brown & Cmpany, P.A., Independent
	Certified Public Accountants.

23.2	Consent of Counsel (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 18th day of
March, 2005.

SURGILIGHT, INC.

By:
Timothy Shea, President

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/ Colette Cozean   	 Director		3/31/05
Colette Cozean

/s/ S. Michelson   	 Director		3/31/05
Stuart Michelson

/s/ mL. Valente	   	 Director		3/31/05
Louis Valente

/s/ R. Higgins	   	 Director		3/31/05
Ronald Higgins

EXHIBIT INDEX

Exhibit
Number 	Description

4.1     Agreement between SurgiLight, Inc., and J. Bennett Grocock
	dated February 15, 2005.

5 	Opinion of Counsel.

23.1	Consent of Richard L. Brown & Company, P.A., Independent
	Certified Public Accountants.

23.2	Consent of Counsel (Included in Exhibit 5).

Exhibit 4.1
CONSULTING AGREEMENT

This CONSULTING AGREEMENT ("Agreement") is entered into this 15th day of
February, 2005, by and between SURGILIGHT, INC., a Florida corporation
(the "Company"), and J. BENNETT GROCOCK ("Consultant").

1. Engagement of Consultant.  The Company hereby engages Consultant to
provide the Company corporate legal services.

2.	Compensation.  As a compensation for his services provided herein,
the Company shall issue to Consultant 1,500,000 shares ("Shares") of the
Company's restricted common stock ("Stock"), par value $.0001 per share.

3.	Expenses. Company shall assume and shall be responsible for all
expenses incurred by Consultant and shall be responsible for all
disbursements made in Consultant's activities.

4.	Relationship of the Parties; Consultant's Limitations of Authority.
Except as otherwise specifically set forth in this Agreement, Consultant
shall have no authority to represent Company as an agent of Company.
Consultant shall have no authority to bind Company by any contract,
representation, understanding, act, or deed concerning Company. Except
as otherwise specifically set forth herein, neither the making of this
Agreement nor the performance of any part of the provisions hereof shall
be construed to constitute Consultant as an employee, agent or
representative of Company for any purpose, nor shall this Agreement be
deemed to establish a joint venture or partnership.

5.	Miscellaneous Provisions.

5.1	Entire Agreement; Binding Effect.  This Agreement constitutes
the entire agreement between the parties with respect to the subject
matter of this Agreement and supersedes any prior agreements or
understandings between the parties. This Agreement shall be binding
on and inure to the benefit of the parties hereto and their respective
successors and authorized assigns.

5.2.	Modification.  This Agreement may be modified only upon
the execution of a written agreement signed by both of the parties.

5.3	Waivers.  No failure on the part of either party hereto to
exercise, and no delay in exercising, any right, power, or remedy
hereunder shall operate as a waiver thereof nor shall any single or
partial exercise of any right, power, or remedy hereunder preclude
any other or further exercises thereof or the exercise of any
other right, power, or remedy.

5.4	Governing Law; Venue and Jurisdiction.  This Agreement shall
be deemed to have been entered into in, and for all purposes shall be
governed by, the laws of the State of Florida, without regard to
Florida's choice of law decisions. The parties agree that any action
brought by either party against the other in any court, whether
federal or state, shall be brought within Orange County, Florida,
in the applicable state and federal judicial districts and do hereby
waive all questions of personal jurisdiction or venue for the purpose
or carrying out this provision.

In witness whereof, the parties hereto have executed this Agreement
as of the date and year first above written.

"COMPANY"

SURGILIGHT, INC.

By:
Timothy Shea, President

"CONSULTANT"

J. Bennett Grocock

Exhibit 5
OPINION AND CONSENT OF LEGAL COUNSEL

The Business Law Group
Attorneys at Law
455 S. Orange Avenue, Suite 500
Orlando, FL  32801

May 5, 2005

Board of Directors
SurgiLight, Inc.
12001 Science Drive, Suite 140
Orlando, Florida 32826

Gentlemen:

We have acted as special securities counsel to SurgiLight, Inc.
(the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement")
covering registration under the Securities Act of 1933, as amended,
of 1,500,000 shares of the Company's common stock, $0.0001 par value
per share (the "Shares"), pursuant to the Consulting Agreement
between SurgiLight, Inc., and J. Bennett Grocock dated February 15,
2005 (the "Agreement"). As such, we have examined the Registration
Statement and such other documents of the Company as we deemed
appropriate under the circumstances.

Based upon the foregoing, and assuming that the Shares will be issued
as set forth in the Agreement, at a time when effective, and that there
will be full compliance with all applicable securities laws involved
under the Securities Act of 1933, as amended, the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated
pursuant to said Acts, and in those states in which the Shares may be
sold, we are of the opinion that, upon issuance of the Shares according
to the Registration Statement and receipt of the consideration to be paid
for the Shares, the Shares will be validly issued, fully paid and
nonassessable shares of Common Stock of the Company. This opinion
does not cover any matters related to any re-offer or re-sale of the
Shares, once issued pursuant to the Agreement as described in the
Registration Statement.

This opinion is not to be used, circulated, quoted or otherwise referred
to for any other purpose without our prior written consent. This opinion
is based on our knowledge of the law and facts as of the date hereof. We
assume no duty to communicate with the Company in respect to any matter,
which comes to our attention hereafter.

Very truly yours,

/s/ THE BUSINESS LAW GROUP

Consent:

We consent to the use of our opinion dated May 5, 2005, as an exhibit
to the Registration Statement of SurgiLight, Inc., and to the reference
to our firm in the Registration Statement.

/s/ THE BUSINESS LAW GROUP

Exhibit 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Richard L. Brown & Company, P.A.
Certified Public Accountants.

SurgiLight, Inc.
12001 Science Drive, Suite 140
Orlando, Florida 32826

We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8, of our report dated
April 26, 2005, with respect to the financial statements of
SurgiLight, Inc. included in its Annual Report on Form 10-KSB
for the year ended December 31, 2004, filed with the Securities
and Exchange Commission, which has been incorporated by reference
in its entirety in the Registration Statement on Form S-8:

May 5, 2005

/s/ Richard L. Brown & Company, P.A.
Certified Public Accountants.