SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


             [ X ] Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                for the Quarterly Period Ended September 30, 1999
                                       OR
             [ ] Transition Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
        for the Transition Period from ............... to ...............

                         Commission File Number 0-19407

                         LASER-PACIFIC MEDIA CORPORATION
             (Exact name of registrant as specified in its charter)

                               Delaware 95-3824617
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

                              809 N. Cahuenga Blvd.
                           Hollywood, California 90038
                                 (323) 462-6266
          (Address, including zip code and telephone number, including
                    area code of principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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

The number of shares  outstanding of each of the registrant's  classes of common
stock,  as of October 1, 1999 was 7,646,546  shares of Common Stock,  $.0001 par
value.



<PAGE>

                        LASER-PACIFIC MEDIA CORPORATION
                                AND SUBSIDIARIES

                                Table of Contents

                                                                          Page

Part I. Financial Information

Item 1. Condensed Consolidated Financial Statements                        3

        Condensed Consolidated Balance Sheets                              3
        Condensed Consolidated Statements of Operations                    4
        Condensed Consolidated Statements of Cash Flows                    5
        Notes to Condensed Consolidated Financial Statements               6

Item 2. Management's Discussion and Analysis of Financial Condition        8
        and Results of Operations

Item 3. Quantitative and Qualitative Disclosures about Market Risk         11

Part II.Other Information

Item 4. Submission of Matters to a Vote of Security Holders                12

Item 6. Exhibits and Reports on Form 8-K                                   12

        Signatures                                                         13



<PAGE>

Part I.  Financial Information

Item 1.   Condensed Consolidated Financial Statements


                         LASER-PACIFIC MEDIA CORPORATION
                                AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheets

<TABLE>
                                                                                   <S>                <C>

                                                                                                      (Unaudited)
                                                                                   December 31        September 30
                                                                                      1998                1999
                                                                                 ----------------    ----------------

Assets

Current assets                                                               $         6,654,235  $        7,770,347
Net property and equipment                                                            13,219,739          18,764,781
Other assets                                                                             352,325             506,838

                                                                                 ================    ================
Total Assets                                                                 $        20,226,299  $       27,041,966
                                                                                 ================    ================

Liabilities and Stockholders' Equity

Current liabilities                                                          $         3,885,523  $        5,652,223
Notes payable to bank and long-term debt, less current installments                    7,628,588          11,348,306


Stockholders' equity:
Common stock, $.0001 par value.  Authorized 25,000,000 shares; issued
   and outstanding 7,222,575 shares at December 31, 1998 and 7,646,546
   shares at September 30, 1999.                                                             722                 765
Additional paid-in capital                                                            19,792,737          19,844,174
Accumulated deficit                                                                 (11,081,271)         (9,803,502)
                                                                                 ----------------    ----------------
   Net stockholders' equity                                                            8,712,188          10,041,437
                                                                                 ================    ================
Total Liabilities and Stockholders' Equity                                   $        20,226,299  $       27,041,966
                                                                                 ================    ================


</TABLE>




   See accompanying notes to the condensed consolidated financial statements.




<PAGE>

                         LASER-PACIFIC MEDIA CORPORATION
                                AND SUBSIDIARIES
           Condensed Consolidated Statements of Operations (Unaudited)



<TABLE>
                                                                 <S>                 <C>              <C>               <C>
                                                                    Three Months ended                    Nine Months ended
                                                                       September 30                         September 30
                                                             ----------------------------------    --------------------------------
                                                                 1998                1999             1998              1999
                                                             --------------    ----------------    --------------     -------------

Revenues                                                 $       6,579,393           7,771,664  $     21,207,725        21,307,391

Operating costs
      Direct costs                                               4,285,085           4,793,085        13,975,127        13,728,331
      Depreciation and amortization                                836,042             841,981         2,759,847         2,249,535
                                                             --------------    ----------------    --------------     -------------
             Total operating costs                               5,121,127           5,635,066        16,734,974        15,977,866
                                                             --------------
                                                                               ----------------    --------------     -------------
      Gross profit                                               1,458,266           2,136,598         4,472,751         5,329,525
Selling, general and administrative
    and other expenses                                           1,064,316           1,086,178         3,575,204         3,198,098
                                                             --------------    ----------------    --------------     -------------
      Income from operations                                       393,950           1,050,420           897,547         2,131,427

Interest expense                                                   298,223             298,717         1,027,975           881,731
Other income                                                        23,406              18,545            39,441            76,374
Gain on sale of Subsidiary                                             ---                 ---           874,578               ---
                                                             --------------    ----------------    --------------     -------------
      Income before income taxes                                   119,133             770,248           783,591         1,326,070

Provision for income taxes                                             ---              33,600            54,544            48,300

                                                             ==============    ================    ==============     =============
      Net income                                         $         119,133             736,648  $        729,047         1,277,770
                                                             ==============    ================    ==============     =============

Net Income Per Share
       Basic net income                                  $            0.02                0.10  $           0.10              0.17
                                                             --------------    ----------------    --------------     -------------

       Diluted net income                                $            0.02                0.09  $           0.10              0.16
                                                             --------------    ----------------    --------------     -------------

Weighted average shares outstanding (basic)                      7,166,639           7,620,967         7,147,450         7,436,793
                                                             ==============    ================    ==============     =============

Weighted average shares outstanding (diluted)                    7,516,936           7,990,728         7,498,634         7,778,664
                                                             ==============    ================    ==============     =============

</TABLE>


     See accompanying notes to condensed consolidated financial statements.

<PAGE>

                         LASER-PACIFIC MEDIA CORPORATION
                                AND SUBSIDIARIES
           Condensed Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
                                                                                           <S>                   <C>

                                                                                        Nine Months ended September 30
                                                                                      ------------------------------------
                                                                                           1998                 1999
                                                                                      ---------------      ---------------
      Cash flows from operating activities
        Net income                                                                $          729,047   $        1,277,770
        Adjustments to reconcile net income to net cash
          provided by operating activities:
             Depreciation and amortization                                                 2,399,901            2,249,535
             Gain on sale of subsidiary                                                    (874,578)                  ---
             Gain on sale of Property and equipment                                         (63,185)              (3,500)
             Provision for doubtful accounts receivable                                       79,120              238,394
             Other                                                                               811                   76
             Change in assets and liabilities:
                (Increase) decrease in:
                   Accounts receivable                                                     (585,908)          (1,607,599)
                   Inventory                                                                  36,912             (34,175)
                   Prepaid expenses and other current assets                               (137,309)               84,079
                   Other assets                                                             (30,955)            (154,513)
                   Increase in accounts payable and accrued expenses                         554,090              516,450
                                                                                      ===============      ===============
                       Net cash provided by operating activities                           2,107,947            2,566,517
                                                                                      ===============      ===============

      Cash flows from investing activities:
             Purchases of property and equipment                                         (4,196,002)          (7,794,578)
             Net proceeds from disposal of property and equipment                             64,458                3,500
             Net effect of sale of subsidiary                                              3,402,091                  ---
                                                                                      ---------------      ---------------
                       Net cash used in investing activities                               (729,453)          (7,791,078)
                                                                                      ===============      ===============

      Cash flows from financing activities :
             Proceeds borrowed under notes payable to bank and long-term debt              2,122,844            6,769,054
             Repayment of notes payable to bank and long-term debt                       (2,917,273)          (1,799,086)
             Repayment of notes payable to related parties                                 (900,000)                  ---
             Proceeds from issuance of common stock                                           12,320               51,480
                                                                                      ===============      ===============
                       Net cash provided by (used in) financing activities               (1,682,109)            5,021,448
                                                                                      ===============      ===============

                       Net decrease in cash                                                (303,615)            (203,112)
      Cash at beginning of period                                                            367,363            1,159,206
                                                                                      ---------------      ---------------
      Cash at end of period                                                                   63,748              956,093
                                                                                      ===============      ===============

      Supplementary disclosure of cash flow information:
        Cash paid during the period for interest                                  $        1,027,975   $          881,731
                                                                                      ===============      ===============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.



<PAGE>

                         LASER-PACIFIC MEDIA CORPORATION
                                AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)


(1)       Basis of Presentation

     In  the  opinion  of  management,   the  accompanying  unaudited  condensed
consolidated financial statements contain all adjustments  (consisting of normal
recurring  items)  necessary  to  present  fairly  the  financial   position  of
Laser-Pacific  Media  Corporation  ("the  Company") and its  subsidiaries  as of
September  30,  1999;  the  results of  operations  for the three and nine month
periods ended  September 30, 1998 and 1999; and the statements of cash flows for
the nine month  periods  ended  September  30,  1998 and 1999.  Included  in the
Condensed  Consolidated  Financial  Statements  is the activity of the Company's
consolidated subsidiary, Pacific Video Canada, Ltd. ("PVC"). On May 15, 1998 the
Company sold all of its investment in PVC.  Accordingly,  revenue and expense of
PVC through May 15, 1998 is included in the results of  operations  for the nine
month  period  ended  September  30, 1998 but are  excluded  from the results of
operations for the three months ended September 30, 1998. The Company's business
is  subject  to  the  prime  time  television  industry's  typical  seasonality.
Historically,  revenues and income from  operations have been highest during the
first and fourth quarters, when production of television programs and demand for
the Company's services is at its highest.  The net income or loss of any interim
quarter is seasonally  disproportionate to revenues because selling, general and
administrative   expenses  and  certain  operating  expenses  remain  relatively
constant  during the year.  Therefore,  interim  results are not  indicative  of
results to be expected for the entire fiscal year.

     In  accordance   with  the  regulations  of  the  Securities  and  Exchange
Commission  under Rule 10-01 of Regulation  S-X, the  accompanying  consolidated
financial  statements  and  footnotes  have been  condensed  and do not  contain
certain  information  included in the Company's  annual  consolidated  financial
statements and notes thereto.

 (2)      Income per Share

     Net income per basic and diluted shares are based upon the weighted average
number of common shares outstanding.  Diluted shares outstanding  represents the
total of common shares outstanding as well as the dilutive effect of outstanding
options and warrants during each of the periods presented.

 (3)      Income Taxes

     For the nine months ended September 30, 1999, income tax expense of $48,000
was  recognized  after the  application  of net operating  loss carry  forwards.
Income tax expense for the nine months  ended  September  30, 1999 was  computed
using the  estimated  effective tax rate expected to apply for all of 1999 after
considering the impact of net operating loss carry forwards.








<PAGE>

                         LASER-PACIFIC MEDIA CORPORATION
                                AND SUBSIDIARIES
        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

 (4)      Income per Share (EPS)

     Basic EPS is computed as net income divided by the weighted-average  number
of common shares outstanding for the period.  Diluted EPS reflects the potential
dilution  that could  occur from  common  shares  issuable  through  stock-based
compensation  plans including stock options,  restricted stock awards,  warrants
and other convertible  securities using the treasury stock method. The following
summarizes the computation of Basic EPS and Diluted EPS:
<TABLE>
                                                        <S>                  <C>                   <C>                  <C>

                                                    Three Months ended September 30            Nine Months ended September 30

                                                             1998                 1999                  1998                 1999
Net Income                                    $           119,133              736,648  $            729,047            1,277,770
                                                  ================     ================    ==================    =================

Shares:
Weighted Average Common Shares                          7,166,639            7,620,967             7,147,450            7,436,793
Dilutive Stock Options and Warrants                       350,297              369,761               351,184              341,871
                                                  ----------------     ----------------    ------------------    -----------------
Dilutive Potential Common Shares                        7,516,936            7,990,728             7,498,634            7,778,664

Earnings Per Share:
Basic                                         $              0.02                 0.10  $               0.10                 0.17
Diluted                                       $              0.02                 0.09  $               0.10                 0.16
</TABLE>

 (5)      Sale of Pacific Video Canada Ltd. (PVC)

     On May 15, 1998 the Company  sold all of its  investment  in PVC to Command
Post and  Transfer  Corporation.  The Company  realized  cash  consideration  of
$3,830,000 and a gain on sale of $875,000, net of applicable taxes.

     The statement of operations  for PVC presented  below  reflects the amounts
attributable to PVC, which are included in the condensed  consolidated financial
statements of the Company, as of the nine month period ended September 30, 1998,
but are not reflected in the quarter ended September 30, 1998.


                           PACIFIC VIDEO CANADA, Ltd.
                        Condensed Statement of Operations

                                                               Nine Months ended
                                                              September 30, 1998
                                                      --------------------------

          Sales                                   $                   2,894,972
          Direct expenses                                             2,079,822
                                                      --------------------------
                   Gross Profit                                         815,151

          SG&A expenses                                                 606,257
                                                      --------------------------
                   Earnings from Operations                             208,893

          Interest and Other expenses                                    71,166
                                                      --------------------------
                   Earnings before income taxes                         137,727

          Income taxes                                                   54,544
                                                      ==========================
                   Net earnings                   $                      83,183
                                                      ==========================

<PAGE>
Item 2.  Management's Discussion and Analysis of Financial
Condition and Results of Operations

Results of Operations

     On May 15, 1998 the Company  sold all of its  investment  in Pacific  Video
Canada Ltd. (PVC) to Command Post and Transfer Corporation. The Company realized
cash  consideration of $3,830,000 and recognized a net gain on sale of $875,000.
The  proceeds  were  used to  reduce  outstanding  debt and to  provide  working
capital.

     The condensed  consolidated  statement of operations of Laser-Pacific Media
Corporation  for the nine month period ended  September 30, 1998 include amounts
attributable  to PVC and also the gain  recognized on the sale. In comparing the
results for the nine month  period ended  September  30, 1998 to the same period
ended  September 30, 1999  material  amounts  attributable  to PVC are presented
followed by a  comparison  of the  Company's  U.S.  operations  for the periods,
excluding the contribution of PVC.

     Revenues  for the  nine  months  ended  September  30,  1999  increased  to
$21,308,000  from  $21,208,000  for the same  year-ago  period,  an  increase of
$100,000  or less than 1%.  Revenues  from  International  operations  decreased
$2,895,000 as a result of the sale of the Company's Canadian  subsidiary Pacific
Video  Canada Ltd.  PVC on May 15, 1998.  All of Laser-Pacific's  International
operations  are  attributable  to PVC.  The  revenues  for the nine months ended
September 30, 1999 at the Company's U.S.  facilities  increased  $2,995,000,  or
16.3% versus the year-ago period. The increase in revenues at U.S. facilities is
the result of an increase of $3,165,000 in post production services.  During the
period there was a decrease of $149,000 in  production  services.  The Company's
production  services  business  has  declined  over the last four  years and the
Company no longer offers this service. The increase in revenues at the Company's
U.S.  facilities is attributable to increased demand for the Company's  services
with significant  increases in digital  compression  services  including digital
versatile disc, feature film mastering and High-Definition services which amount
to  $3,162,000  for the period,  an increase of 168.33%  over the same  year-ago
period.

     Revenues  for the three  months  ended  September  30,  1999  increased  to
$7,772,000  from  $6,579,000  for the  same  year-ago  period,  an  increase  of
$1,193,000 or 18.1%. There was no revenue from  International  operations during
either of the three months ended  September 30, 1999 and September 30, 1998. The
increase  in  revenues  at the  Company's  U.S.  facilities  is the result of an
increase of $2,647,000 in post production services.  During the period there was
a decrease of $58,000 in production services.  The Company's production services
business has declined  over the last four years and the Company no longer offers
this  service.  The increase in revenues at the  Company's  U.S.  facilities  is
attributable  to increased  demand for the Company's  services with  significant
increases in digital  compression  services  including  digital  versatile disc,
feature film mastering and  High-Definition  services which amount to $1,859,000
for the period, an increase of 258.00% over the same year-ago period.

     For the nine months ended September 30, 1999, the Company  recorded a gross
profit of $5,329,000  compared with $4,473,000 for the same year-ago period,  an
increase  of  $856,000  or 19.1%.  The gross  profit for the nine  months  ended
September  30, 1999 at the Company's  U.S.  facilities  increased  $1,671,000 or
45.7% versus the year-ago period. The increase at the Company's U.S.  facilities
was offset by a decrease of $815,000 from International  operations which is the
result of the sale of PVC on May 15,  1998.  The increase in gross profit at the
Company's  U.S.  facilities is the result of increased  sales volume,  discussed
above, offset by increased operating costs, explained below.

     For the three months ended September 30, 1999 the Company  recorded a gross
profit of  $2,137,000  compared  to a gross  profit of  $1,458,000  for the same
year-ago period,  an increase of $679,000 or 46.5%. The increase in gross profit
is the result of increased sales volume,  discussed  above,  offset by increased
operating costs, explained below.






<PAGE>
     Operating  costs  for  the  nine  months  ended  September  30,  1999  were
$15,978,000  versus  $16,735,000  for the same  year-ago  period,  a decrease of
$757,000 or 4.5%. There was an increase in operating costs at the Company's U.S.
facilities  which was  partially  offset by a decline  in  operating  costs from
International operations,  which is the result of the sale of PVC. The operating
costs  for the nine  months  ended  September  30,  1999 at the  Company's  U.S.
facilities  increased  $1,323,000 or 9.0% versus the same year-ago period, while
operating costs  attributed to  International  operations  decreased  $2,080,000
versus the same  year-ago  period.  The  increase  in  operating  costs from the
Company's U.S.  operations is attributable  to higher sales levels.  The largest
component  of the  increase is labor cost which  amounts to  $1,290,000.  Higher
labor cost is the  result of a higher  number of  employees.  The  increase  was
partially offset by a reduction in depreciation  expense of $150,000.  Operating
costs as a percentage of revenues of the Company's U.S.  operations for the nine
months  ended  September  30, 1999 were 74.9%  compared  with 80.0% for the same
year-ago period.

     Operating  costs  for the  three  months  ended  September  30,  1999  were
$5,635,000  versus  $5,121,000  for the same  year-ago  period,  an  increase of
$514,000 or 10.0%.  The  increase in  operating  costs from the  Company's  U.S.
operations is  attributable  primarily to an increase in labor costs of $430,000
which is a result of a higher number of employees due to the increased  level of
sales.  Operating  costs,  as a  percentage  of revenues of the  Company's  U.S.
operations  for the three months ended  September  30, 1999 were 72.5%  compared
with 77.8% for the same year-ago period.

     Depreciation  expense  for the nine  months  ended  September  30, 1999 was
$2,250,000  compared to $2,760,000 for the same year-ago  period,  a decrease of
$510,000 or 18.5%. The depreciation  expense reduction is the result of the sale
of PVC  (discussed  above),  and the Company  acquiring  less equipment than the
amount of equipment that became fully  depreciated  during the nine months ended
September  30,  1998.  The  decrease  in  depreciation  expense in the U.S.  was
$150,000 for the period.

     Depreciation  expense for the three  months  ended  September  30, 1999 was
$842,000  compared  to $836,000  for the same  year-ago  period,  an increase of
$6,000 or less than 1%.

     Selling, general and administrative (SG&A), and other expenses for the nine
months ended  September 30, 1999 were $3,198,000  compared to $3,575,000  during
the same year-ago period, a decrease of $377,000 or 10.5%. There was an increase
in  SG&A of  $229,000  at the  Company's  U.S.  facilities  while  SG&A  for the
Company's International  operations decreased $606,000 as the result of the sale
of PVC  discussed  above.  The  increase  of  SG&A  in  the  U.S.  is  primarily
attributable to increases in advertising and promotion costs.

     SG&A and other expenses for the three months ended  September 30, 1999 were
$1,086,000  compared to $1,064,000 for the same year-ago period,  an increase of
$22,000 or 2.1%. An increase of $86,000 in advertising  and promotion costs were
offset by reductions in several other categories.

     Interest  expense for the nine months ended September 30, 1999 was $881,000
compared to $1,028,000 for the same year-ago  period,  a decrease of $147,000 or
14.2%.  The decrease in interest expense is the result of lower borrowing in the
U.S. and the elimination of the debt at PVC.  Interest expense decreased $73,000
in the U.S.  Total U.S. debt was reduced  significantly  after May 15, 1998 with
the proceeds from the sale of PVC.

     Interest expense for the three months ended September 30, 1999 was $298,000
compared to $298,000 for the same year-ago  period.  There was no change for the
quarter. Interest expense was reduced by the elimination of interest on the Bank
of America real estate loan which was paid on December 3, 1998. The reduction in
interest expense was offset by an increase in interest expense due to additional
borrowing for equipment acquisitions.








<PAGE>
Liquidity and Capital Resources

     Improved operating results and the sale of PVC had a positive effect on the
liquidity and capital resources of the Company.  The improved  operating results
and the cash  generated  enabled  the company to reduce  debt,  borrow at better
terms and increase availability under existing loan agreements.

     The Company and its  subsidiaries are operating under a loan agreement with
The CIT  Group/Credit  Finance  which has been amended and extended to August 3,
2001.  The maximum  credit under the  agreement is $9 million.  The amended loan
agreement  provides for  borrowings  of up to $5.4  million  under the term loan
(limited to 100% of eligible  equipment  appraisal value) and $3.6 million under
the  revolving  loan  (limited  to 85% of  eligible  accounts  receivable).  The
outstanding balance of the term loan was $2,916,000 at September 30, 1999. It is
payable in monthly  installments  of $81,000  plus  interest  at prime plus 1.0%
through  August 3, 2003.  Principal  payments are not required in June,  July or
August.  The revolving  loan bears  interest at prime plus 1.0% which is payable
monthly.  The revolving loan had an outstanding  balance of $23,000 at September
30,  1999.  The  loan  agreement   contains  automatic  renewal  provisions  for
successive terms of two years thereafter  unless terminated as of August 3, 2001
or as of the end of any renewal  term by either  party by giving the other party
at least 60 day written notice.

     During the nine-month  period ended  September 30, 1999 the Company entered
into capital lease  obligations  amounting to $6,800,000 with various lenders in
connection with the  acquisition of equipment.  The capital leases are for terms
of up to 60  months,  at  fixed  interest  rates  ranging  from  8% to  9%.  The
obligations  are secured by the equipment  that was financed.  The equipment was
acquired to expand the  Company's  capabilities  and to support  the  increasing
demand for the  Company's  services.  Projected  cash flow and  existing  credit
arrangements are adequate to fund additional purchases and commitments.

     The Company's principal source of funds is cash generated by operations. On
an  annual  basis,   the  Company   anticipates  that  existing  cash  balances,
availability  under existing loan  agreements and cash generated from operations
will be  sufficient to service  existing debt and to meet the Company's  capital
requirements for fiscal 1999. Management is of the opinion that the Company will
be able to meet its  obligations  on a timely basis.  There is no assurance that
management's plan will be achieved.


Seasonality and Variation of Quarterly Results

     The Company's business is subject to substantial  quarterly variations as a
result of seasonality,  which the Company  believes is typical of the television
post-production  industry.  Historically,  revenues  and net  income  have  been
highest during the first and fourth quarters,  when the production of television
programs  and  consequently  the demand  for the  Company's  services  is at its
highest. Historically,  revenues have been substantially lower during the second
and third quarters.


Year 2000

State of Readiness

     The  Company  is  aware of what  could be a  critical  problem  with  older
computer  systems.  The critical  problem refers to computers that designate the
year as a  two-digit  number  and thus may  recognize  the year 2000 as the year
1900.  The  Company  has  created  a task  force  to  ascertain  its  Year  2000
compliance. The task force is lead by the Senior Vice President of Engineering.

     The Company uses a wide variety of  microprocessor  based equipment,  which
runs software on numerous computer  platforms.  The Company is in the process of
determining  the  potential  impact of the century date change by  conducting an
inventory of computerized equipment and testing all of the Company's systems for
compliance.  The Company is also contacting third party vendors  regarding their
Year 2000  compliance.  Testing of internal systems is complete on approximately
90% of  both  information  technology  systems  and  non-information  technology
systems.  No  significant  Year 2000  issues  have been  revealed.  The  Company
anticipates  that the remaining  systems testing will be completed in 1999.

<PAGE>
Cost to Address the Company's Year 2000 Issues

     When systems are  identified  that are not Year 2000  compliant the Company
contracts with vendors to obtain updates, which will ensure compliance, and in a
limited number of instances the systems are replaced.  Some older equipment will
need to be reset after January 01, 2000 but should function properly thereafter.
The cost to remedy Year 2000  compliance  to date has not been  material  and is
being funded out of operating cash flow.  The Company  estimates that any future
remedial costs will not be material and should not exceed $100,000.

The Company's Risk

     The  failure to correct a material  Year 2000  problem  could  result in an
interruption  or failure of certain  normal  business  activities or operations.
Such failures  could  materially and adversely  affect the Company's  results of
operations, liquidity and financial condition. To date, the only conditions that
the Company has determined that may result in the Company's inability to provide
services to our clients, and consequently, a loss of revenue, would be a loss of
service to the Company by regulated public utility companies. The Company cannot
assess  the  likelihood  of  this  occurrence.  Due to the  general  uncertainty
inherent in the Year 2000 problem, resulting in part from the uncertainty of the
Year 2000-readiness of third-party suppliers, the Company is unable to determine
at this time whether the consequences of Year 2000 failures will have a material
impact on the Company's results of operations, liquidity or financial condition.
The Company  believes  its  continuing  actions  will  significantly  reduce the
Company's  level of  uncertainty  about the Year 2000 problem and in  particular
about Year 2000  Compliance.  The Company  believes that the  completion of Year
2000 testing will reduce the possibility of significant  interruptions of normal
operations.

Contingency Plans

     The Company will test new products for Year 2000 compliance.  To the extent
the Company has not been able to determine third party vendor compliance,  plans
for alternative  backup suppliers are being established and the Company plans to
acquire an additional supply of critical parts to reduce the chance of a loss of
services. The first week of January is traditionally a period of very low demand
for the  Company's  services.  The Company plans to have  appropriate  technical
staff monitor  operations on and after  January 1 and take  necessary  action to
provide  services  to our  customers.  The Company  will  continue to refine its
contingency plans throughout the remainder of 1999.


Item 3.  Quantitative and Qualitative Disclosures about Market Risk

     Derivative Instruments. The Company does not invest, and during the quarter
ended September 30, 1999 did not invest, in market risk sensitive instruments.

     Market Risk.  The Company's  market risk exposure with respect to financial
instruments is to changes in the "prime rate" in the United States.  The Company
had borrowings of $2,916,000 at September 30, 1999 under a term loan  (discussed
above)  and may  borrow  up to $3.6  million  under a  revolving  loan.  Amounts
outstanding  under the term loan and revolving  credit facility bear interest at
the bank's prime rate plus 1%.


     Statements  included  within  this  document,   other  than  statements  of
historical  facts that address  activities,  events or  developments  that Laser
Pacific Media Corporation expects or anticipates will or may occur in the future
including such things as business  strategy and measures to implement  strategy,
competitive strengths, goals, expansion and growth of the Company's business and
operations,  plans,  references to future  success and other such  matters,  are
forward-looking  statements  within the meaning of Section 27A of the Securities
Act of 1933,  as amended and Section 21E of the  Securities  and Exchange Act of
1934, as amended, and fall under the safe harbor. The forward looking statements
are based on certain  assumptions  and analyses  made by the Company in light of
its experience and its perception of historical  trends,  current conditions and
expected  future   developments  as  well  as  other  factors  it  believes  are
appropriate in the circumstances. However, actual results and financial position
could  differ  materially  in scope and  nature  from those  anticipated  in the
forward looking statements as a result of a number of factors, including but not
limited to, the  Company's  ability to  successfully  expand  capacity,  general
economic,  market or business  conditions;  the  opportunities (or lack thereof)
that may be  presented  to and pursued by the  Company;  competitive  actions by
other   companies;   changes  in  laws  or   regulations;   investments  in  new
technologies;  continuation  of sales levels;  the risks related to the cost and
availability of capital; and other factors, many of which are beyond the control
of the Company. Consequently, all of the forward-looking statements made in this
report  are  qualified  by  these  cautionary  statements  and  there  can be no
assurance  that the actual  results or  developments  anticipated by the Company
will be realized  or, even if  substantially  realized,  that they will have the
expected  consequences to or effects on the Company or its business  operations.
Readers are urged to carefully review and consider  various  disclosures made by
the Company in its filings with the Securities and Exchange Commission to advise
interested  parties  of  certain  risks and other  factors  that may  affect the
Company's business and operating results.





Part II.  Other Information


Item 4.  Submission of Matters to a Vote of Security Holders

     At the Company's Annual Meeting of Shareholders  held on July 16, 1999, the
following individuals were elected to Laser-Pacific Media Corporation's Board of
Directors:
<TABLE>
                                            <S>               <C>                 <C>                   <C>
                                            Votes For         Votes Against       Votes Withheld        Broker Non-Votes
                  Emory M. Cohen            5,816,489                 0               4,050              0
                  Thomas D. Gordon          5,816,489                 0               4,050              0
                  James R. Parks            5,816,489                 0               4,050              0
                  Ronald Zimmerman          5,816,489                 0               4,050              0
</TABLE>


         The following proposal was approved at the Company's Annual Meeting:

     Approval  of the  Company's  ammendment  to the 1997 Stock  Option  Plan to
increase  the number of shares  available  for grant  under such plan by 500,000
shares of common stock.
<TABLE>
        <S>                         <C>                       <C>                       <C>

         Votes For                  Votes Against             Votes Withheld            Broker Non-Votes
         2,079,102                  110,125                   6,755                     3,624,557
</TABLE>



Item 6.  Exhibits and Reports on Form 8-K

         (a)   Exhibits
              27.1 Financial Data Schedule

         (b)   Reports on Form 8-K
                      None
<PAGE>

                                 Signatures

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



                                 LASER-PACIFIC MEDIA CORPORATION
                                            (Registrant)


    Dated: October 27, 1999     /s/James R. Parks
                                    James R. Parks
                                    Chairman of the Board
                                    and Chief Executive Officer





    Dated: October 27, 1999     /s/Robert McClain
                                    Robert McClain
                                    Secretary and
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)