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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Amendment No. )*
SurgiLight, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
868828 10 4
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(CUSIP Number)
Timothy J. Arion
720 Glen Eagle Dr., Ste. 100
Winter Springs, FL 32708
(407)366-7443
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 31, 1998
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following
box. / /
Note. Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1 (a) for other parties to
whom copies are to be sent.
(Continued on following pages)
(Page 1 of 4 Pages)
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(1) The remainder of this cover page shall be filed out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this coverage page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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SCHEDULE 13D
CUSIP No. 868828 10 4 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Timothy J. Arion
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 100,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 100,000
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9% (1)
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Calculated based upon the 11,500,000 outstanding shares of Common Stock of
the Issuer on April 8, 1999.
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ITEM 1. Security and Issuer.
This statement relates to the Common Stock, par value $.0001 per share
("Common Stock") issued by SurgiLight, Inc., a Delaware corporation
(the "Company"), whose principal executive offices are located at 7055
University Blvd., Winter Park, FL 32792.
ITEM 2. Identity and Background.
This statement is filed by Timothy Arion, an individual residing at
720 Glen Eagle Dr. Ste 100, Winter Springs, FL 32708. Mr. Arion was the
founder and owner of EMX, Inc. a Florida company which has business in the
infrared imaging devices manafacturing and also served as the dealer for
Raytheon's IR imager. In March, 1999, EMX was merged by SurgiLight by
issuing 100,000 shares of SurgiLight's common stocks to Mr. Arion and 15,000
shares to the key employees of EMX. Mr. Arion has been the Board Director
and VP of Strategic Business Plan of SurgiLight, since March 29, 1999.
The Reporting Person has not, during the last five (5) years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violations with respect to
such laws.
ITEM 3. Source and Amount of Funds or Other Considerations.
The shares were issued to the Reporting Person, the founder and owner
of EMX, Inc. which was merged by SurgiLight in March by stock exchanging.
ITEM 4, Purpose of Transaction.
The purpose of the transaction in the stock is for the control of the
Company. The Reporting Person may make purchases of Common Stock from time to
time and may acquire or dispose of any or all of the shares of Common Stock
held by him at any time. The Reporting person has no plans or proposals which
relate to, or could result in any of the matters referred to in Paragraphs
(b) through (j), of Item 4 of Schedule 13D.
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ITEM 5. Interest in Securities of the Issuer.
As of the date hereof, the Reporting Person beneficially owns 100,000
shares of the Company's Common Stock, comprising approximately 0.9% of the
shares outstanding. The percentage used herein is calculated based upon the
11,500,000 shares of Common Stock of the Company stated by the Company as
issued and outstanding as of April 8, 1999, as confirmed by Dr. J. T. Lin,
President of the Company. The Reporting Person has sole voting power of
115,000 shares and sole dispositive powers of 100,000 shares. The
Reporting Person has not effected any other transaction in the shares of the
Common Stock.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
None.
ITEM 7. Materials to be Filed as Exhibits.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: April 8, 1999
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/s/ Timothy J. Arion
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Timothy J. Arion
