SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________



FORM 10-Q



(MARK ONE)



[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended October 31, 2001 or



[  ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



Commission file number 1-10366



LASER RECORDING SYSTEMS, INC.

(Exact name of registrant as specified in its Charter)

NEW JERSEY

22-2582847

(State or Other Jurisdiction of

(I.R.S. Employer

Incorporation or Organization)

Identification No.)

1359 New York Avenue

Huntington Station, New York

11746

(Address of Principal Executive Offices)

(Zip Code)

(800) 786-1352

(Registrant's Telephone Number, Including Area Code)



Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 10,000,000 shares of the Company's Common Stock, $.001 par value, were outstanding as of December 14, 2001.



Item 1 Financial Statements



|LASER RECORDING SYSTEMS, INC.                                                   
|--------------------------------------------------------------------------------
|BALANCE SHEET                                                                   
|                                                                                
|                                                                                
|ASSETS                                                                          
|                                                                                
|CURRENT ASSETS:                                                                 
|Cash and Cash Equivalents                                                       
|Total Current Assets                                                            
|Total Assets                                                                    
|                                                                                
|LIABILITIES AND STOCKHOLDERS' EQUITY                                            
|CURRENT LIABILITIES                                                             
|Accrued Expenses                                                                
|Total Current Liabilities                                                       
|Loan Payable -- Stockholder                                                     
|Total Current Liabilities                                                       
|                                                                                
|Stockholders' Equity                                                            
|Common Stocks - 10,000,000 shares authorized,  10,000,000 issued and outstanding
|Paid-in Capital                                                                 
|Retained Earnings                                                               
|Total Stockholders' Equity                                                      
|Total Liabilities and Stockholders' Equity                                      
|                                                                                
|                                                                                
|The accompanying notes are an integral part of the financial statements.        











|LASER RECORDING SYSTEMS, INC.                                           
|------------------------------------------------------------------------
|STATEMENT OF REVENUES, EXPENSES AND RETAINED EARNINGS                   
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Revenues:                                                               
|                                                                        
|Interest Income                                                         
|Total Revenues                                                          
|                                                                        
|Expenses:                                                               
|                                                                        
|Administrative Expenses                                                 
|Directors Fees                                                          
|Taxes                                                                   
|Total Expenses                                                          
|Net Loss                                                                
|Net loss per share                                                      
|Shares used in computing net loss per share                             
|                                                                        
|The accompanying notes are an integral part of the financial statements.





|LASER RECORDING SYSTEMS, INC.                                           
|------------------------------------------------------------------------
|STATEMENT OF CASH FLOWS                                                 
|For the Nine Months Ended                                               
|October 31                                                              
|                                                                        
|                                                                        
|Cash flows from operating activities:                                   
|Net Loss                                                                
|                                                                        
|Cash flows from financing activities:                                   
|Loan from Shareholder                                                   
|Capital Contribution                                                    
|Accrued Expenses                                                        
|Maintaining the Corporate Entity                                        
|Net cash provided by (used in) financing activities                     
|                                                                        
|                                                                        
|Increase (Decrease) in Cash                                             
|Cash -- Beginning of Period                                             
|Cash -- End of Period                                                   
|                                                                        
|The accompanying notes are an integral part of the financial statements.







LASER RECORDING SYSTEMS INC.

NOTES TO THE FINANCIAL STATEMENTS

AS OF OCTOBER 31, 2001



GENERAL



Laser Recording Systems, Inc. (the Company) was organized in 1985 as the successor to several other businesses by the original founder. In 1988, Poly Ventures, Limited Partnership held approximately 70% of the outstanding voting shares and maintained a controlling interest in the Company until 1998. In 1998 several investors acquired the remaining interest from Poly Ventures.



The Company ceased operations and laid off all its employees on August 16, 1993.



BASIS OF PRESENTATION



The accompanying financial statements have been prepared in conformity with generally accepted accounting principles and reflect all adjustments, which in the opinion of management are necessary for a fair presentation of the results for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for the full fiscal year or for any future period.



Note 1



As of the date of the financial statements, all 10,000,000 shares of the Company were issued and outstanding.  In addition, the officers hold 1,800,000 of warrants which they received for future services.  If the warrants are exercised, the Company will have to buy back its stock on the open market.



Note 2



The Company discontinued operation on August 16, 1993, however the Company maintained certain functions to continue the existence of the Corporation. Stockholders services and maintaining of records were handled on an ongoing basis. For financial statement purposes all revenues and expenses are considered non-operating transactions from February 1, 1994 to the present.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS  OF OPERATIONS.



Results of Operations



The Company has no sources of revenue. Expenses reflect only the minimum cost of maintaining the Company's operations and miscellaneous expenses associated with seeking a merger partner. In view of these limited operations, management does not believe that a comparison of specific line items from period to period it would be meaningful.



Liquidity and Capital Resources



The Company's financial statements have been prepared assuming that it will continue as a going concern. As shown in the consolidated financial statements, at October 31, 2001 the Company had total assets of $175 and an accumulated deficit of $7,430,135. The Company obtains its entire financial support from loans from the Company's majority shareholder, and it is likely that additional loans from that shareholder will be necessary if the Company is to pursue its plans to merge with an operating enterprise. These factors, among other things, raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts or classification of liabilities that might be necessary should the Company be unable to continue in operation.

PART II -- OTHER INFORMATION



Item 5.

Other Information



N/A



Item 6.

Exhibits and Reports on Form 8-K



N/A





SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





LASER RECORDING SYSTEMS, INC.

(Registrant)



Date: December 20, 2001

/s/ Walter Hinchcliffe

Walter Hinchcliffe

President



Date: December 20, 2001

/s/ Carl Lanzisera

Carl Lanzisera

Chief Financial Officer

(Principal Financial and Accounting Officer)