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 June 30, 2002
                                       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, with 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 July 31, 2002 was  7,101,295  shares of Common  Stock,  $.0001 par
value per share.




<PAGE>


                         LASER-PACIFIC MEDIA CORPORATION
                                AND SUBSIDIARIES

                                Table of Contents




Part I.        Financial Information                                       Page
                                                                          ------

Item 1.        Condensed Consolidated Financial Statements                   3

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

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

Item 3.        Quantitative and Qualitative Disclosures about Market Risk   12

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
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                      June 30,         December 31,
                                                                                        2002               2001
                                                                                   ---------------    ----------------
Assets

Current Assets:
<S>                                                                             <C>                <C>
  Cash and cash equivalents                                                     $       8,446,860  $        6,989,781
  Receivables, net of allowance for doubtful accounts                                   1,532,649           3,803,652
  Other current assets                                                                  1,157,820           1,329,817
                                                                                   ---------------    ----------------

    Total Current Assets                                                               11,137,329          12,123,250

Net property and equipment                                                             18,594,989          19,204,407
Other assets, net                                                                         194,001             200,531
                                                                                   ---------------    ----------------

 Total Assets                                                                   $      29,926,319  $       31,528,188
                                                                                   ===============    ================

Liabilities and Stockholders' Equity

Current Liabilities:
  Current installments of notes payable to bank and long-term debt              $       3,821,104  $        3,738,680
  Other current liabilities                                                             1,775,307           2,275,160
                                                                                   ---------------    ----------------

   Total Current Liabilities                                                            5,596,411           6,013,840

Notes payable to bank and long-term debt, less current installments                     6,910,350           7,878,227

Stockholders' Equity:
   Preferred stock, $.0001 par value.  Authorized 3,500,000 shares; none issued                --                  --
   Common stock, $.0001 par value.  Authorized 25,000,000 shares; issued
   7,101,295 shares at June 30, 2002 and 8,004,795 at December 31, 2001                       710                 800
   Additional paid-in capital                                                          18,089,062          20,363,901
   Accumulated deficit                                                                  (670,214)           (461,440)
   Treasury stock, at cost: 900,200 shares at December 31, 2001                                --         (2,267,140)
                                                                                   ---------------    ----------------

 Net Stockholders' Equity                                                              17,419,558          17,636,121
                                                                                   ---------------    ----------------

Total Liabilities and Stockholders' Equity                                      $      29,926,319  $       31,528,188
                                                                                   ===============    ================

</TABLE>




   See accompanying notes to the condensed consolidated financial statements.

<PAGE>


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




<TABLE>
<CAPTION>
                                                                   Three Months Ended                     Six Months Ended
                                                                        June 30,                              June 30,
                                                            ----------------------------------     --------------------------------
                                                                 2002               2001               2002              2001
                                                            ---------------    ---------------     --------------    --------------

<S>                                                      <C>                <C>                <C>                <C>
Revenues                                                 $       5,806,282  $       7,580,568  $      13,795,500  $     17,507,758

Operating costs
     Direct costs                                                4,333,980          4,855,102          9,131,423        10,654,412
     Depreciation and amortization                               1,153,984          1,105,222          2,296,239         2,103,455
                                                            ---------------    ---------------     --------------    --------------
      Total operating costs                                      5,487,964          5,960,324         11,427,662        12,757,867
                                                            ---------------    ---------------     --------------    --------------
      Gross profit                                                 318,318          1,620,244          2,367,838         4,749,891
Selling, general and administrative
    and other expenses                                           1,152,472          1,163,397          2,352,390         2,369,012
                                                            ---------------    ---------------     --------------    --------------
      Income (loss) from operations                              (834,154)            456,847             15,448         2,380,879

Interest expense                                                   206,984            276,872            432,514           544,790
Other income                                                        38,740            104,496             69,728           181,287
                                                            ---------------    ---------------     --------------    --------------
      Income (loss) before income tax expense (benefit)        (1,002,398)            284,471          (347,338)         2,017,376

Income tax expense (benefit)                                     (400,774)            183,709          (138,564)           545,118
                                                            ---------------    ---------------     --------------    --------------
      Net income (loss)                                  $       (601,624)  $         100,762  $       (208,774)  $      1,472,258
                                                            ===============    ===============     ==============    ==============


Income (loss) per share (basic)                          $          (0.08)  $            0.01  $          (0.03)  $           0.19
                                                            ---------------    ---------------     --------------    --------------

Income (loss) per share (diluted)                        $          (0.08)  $            0.01  $          (0.03)  $           0.19
                                                            ---------------    ---------------     --------------    --------------

Weighted average shares outstanding (basic)                      7,101,295          7,476,895          7,102,945         7,614,095
                                                            ===============    ===============     ==============    ==============

Weighted average shares outstanding (diluted)                    7,101,295          7,669,206          7,102,945         7,793,299
                                                            ===============    ===============     ==============    ==============


</TABLE>













   See accompanying notes to the condensed consolidated financial statements.


<PAGE>


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




<TABLE>
<CAPTION>
                                                                                                 Six Months Ended
                                                                                                     June 30,
                                                                                         ---------------------------------
                                                                                              2002              2001
                                                                                         ---------------    --------------
    <S>                                                                               <C>                <C>
    Cash flows from operating activities:
      Net income (loss)                                                               $       (208,774)  $      1,472,258
      Adjustments to reconcile net income (loss) to net cash
        provided by operating activities:
           Depreciation and amortization                                                      2,296,239         2,103,455
           Gain on sale of property and equipment                                               (6,623)          (24,800)
           Provision (recovery) of doubtful accounts receivable                                (70,885)            99,272
           Change in assets and liabilities:
                 Receivables                                                                  2,341,886         2,640,941
                 Other assets                                                                   178,527           192,103
                 Other current liabilities                                                    (499,853)            48,752
                                                                                         ---------------    --------------
                     Net cash provided by operating activities                                4,030,517         6,531,981

    Cash flows from investing activities:
           Purchases of property and equipment                                              (1,686,820)       (1,534,398)
           Proceeds from disposal of property and equipment                                       6,623            94,489
                                                                                         ---------------    --------------
                     Net cash used in investing activities                                  (1,680,197)       (1,439,909)

    Cash flows from financing activities:
           Proceeds borrowed under notes payable to bank and long-term debt                   1,000,000         2,600,599
           Repayment of notes payable to bank and long-term debt                            (1,885,453)       (3,324,788)
           Proceeds from issuance of common stock                                                    --               440
           Purchase of treasury stock                                                           (7,788)       (2,063,000)
                                                                                         ---------------    --------------
                     Net cash used in financing activities                                    (893,241)       (2,786,749)

                     Net increase in cash and cash equivalents                                1,457,079         2,305,323
    Cash and cash equivalents at beginning of period                                          6,989,781         4,527,042
                                                                                         ---------------    --------------
    Cash and cash equivalents at end of period                                        $       8,446,860  $      6,832,365
                                                                                         ===============    ==============




</TABLE>











   See accompanying notes to the condensed consolidated financial statements.

<PAGE>


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


(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 June
30, 2002 and December 31, 2001;  the results of operations for the three and six
month periods ended June 30, 2002 and 2001; and the statements of cash flows for
the six month  periods ended June 30, 2002 and 2001.  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 directives 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 Common Share

     The Company  presents basic and diluted  earnings per share ("EPS").  Basic
EPS is computed by  dividing  income  available  to common  stockholders  by the
weighted average number of common shares outstanding for the period. Diluted EPS
reflects the potential dilution from securities that are issuable and that could
share in the earnings of the Company, unless those securities are anti-dilutive.

     The  reconciliation  of basic and  diluted  weighted  average  shares is as
follows:

<TABLE>
<CAPTION>
                                                                      Three Months Ended                  Six Months Ended
                                                                           June 30,                           June 30,
                                                                 ------------------------------    -------------------------------
                                                                     2002             2001             2002              2001
                                                                 -------------     ------------    -------------     -------------

<S>                                                           <C>              <C>              <C>              <C>
Net income (loss)                                             $     (601,624)  $       100,762  $     (208,774)  $      1,472,258
                                                                 =============     ============    =============     =============

Weighted average shares used in basic computation                   7,101,295        7,476,895        7,102,945         7,614,095
Dilutive stock options and warrants                                        --          192,311               --           179,204
                                                                 -------------     ------------    -------------     -------------
Weighted average shares used in diluted computation                 7,101,295        7,669,206        7,102,945         7,793,299
                                                                 =============     ============    =============     =============

Net income (loss) per common share:
Basic                                                         $        (0.08)  $          0.01  $        (0.03)  $           0.19
Diluted                                                       $        (0.08)  $          0.01  $        (0.03)  $           0.19
</TABLE>

     Options to purchase  shares of common stock at exercise prices ranging from
$0.22 to $5.25 per share were outstanding for the three and six month periods at
June 30, 2002 and 2001, in the amounts of 506,050 and 207,000, respectively, but
were not included in the  computation of diluted  earnings per share because the
exercise  price of the options was greater  than the average  market  price of a
common share, or the options were anti-dilutive.

<PAGE>


(3)  Income Taxes

     Income tax expense (benefit) was computed using the estimated effective tax
rate to apply  for all of 2002.  The  rate is  subject  to  ongoing  review  and
evaluation by management.


(4)  Treasury Stock

     In March 2002, the Company  retired  900,200 shares of common stock held in
treasury.

     In April 2002, the Company  purchased  3,300 shares of its common stock for
$7,788 and subsequently retired the shares.


Recent Accounting Pronouncements

Accounting for Business Combinations and Goodwill and Other Intangible Assets

     In  July  2001,  the  Financial  Accounting  Standards  Board  issued  FASB
Statement No. 141,  Business  Combinations,  and Statement No. 142, Goodwill and
Other Intangible Assets.  Statement No. 141 requires that the purchase method be
used for all business combinations  initiated after June 30, 2001. Statement No.
142 requires  that  goodwill no longer be amortized to earnings,  but instead be
reviewed for impairment on an annual basis.  The Company  adopted  Statement No.
142 effective January 1, 2002. The adoption of this pronouncement did not have a
material impact on the Company's financial position or results of operations.

Accounting for the Impairment or Disposal of Long-Lived Assets

     In August  2001,  the  Financial  Accounting  Standards  Board  issued FASB
Statement  No. 144,  Accounting  for the  Impairment  or Disposal of  Long-Lived
Assets,  which supersedes FASB Statement No. 121,  Accounting for the Impairment
of Long-Lived  Assets and for Long-Lived Assets to be Disposed of. Statement No.
144 retains the fundamental  provisions in Statement No. 121 for recognizing and
measuring  impairment  losses on long-lived  assets held for use and  long-lived
assets to be disposed of by sale,  while also resolving  certain  implementation
issues  associated with Statement No. 121. The Company adopted Statement No. 144
effective  January 1, 2002.  The  adoption of  Statement  No. 144 did not have a
material impact on the Company's financial statements.

Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement
No. 13, and Technical Corrections

     The Financial  Accounting  Standards Board (FASB) issued Statement No. 145,
Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No.
13, and  Technical  Corrections,  on April 30, 2002.  Statement No. 145 rescinds
Statement No. 4, which required all gains and losses from extinguishment of debt
to be aggregated and, if material,  classified as an extraordinary  item, net of
related income tax effect. Upon adoption of Statement No. 145, companies will be
required to apply the criteria in APB Opinion No. 30,  Reporting  the Results of
Operations,  Reporting  the Effects of Disposal of a Segment of a Business,  and
Extraordinary,  Unusual  and  Infrequently  Occurring  Events  and  Transactions
("Opinion  No.  30"),  in  determining  the  classification  of gains and losses
resulting from extinguishments of debt.

     Additionally,  Statement  No. 145 amends  Statement  No. 13 to require that
certain lease modifications that have economic effects similar to sale-leaseback
transactions be accounted for in the same manner as sale-leaseback transactions.

     Statement  No. 145 will be effective for fiscal years  beginning  after May
15,  2002  (e.g.,  January  1, 2003 for  calendar-year  companies),  with  early
adoption  of the  provisions  related  to the  rescission  of  Statement  No.  4
encouraged. Upon adoption,  companies must reclassify prior period items that do
not meet the extraordinary item  classification  criteria in Opinion No. 30. The
Company has not yet  determined  the effect that  Statement No. 145 will have on
its consolidated financial statements.

<PAGE>


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

     Statements included within this report, other than statements of historical
facts, that address activities,  events or developments that the Company 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 respective safe harbors.  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.

Critical Accounting Policies

     Laser  Pacific  Media  Corporation's  critical  accounting  policies are as
follows:

          Depreciation and amortization of property and equipment,

          Valuation of long-lived assets, and

          Accounting for income taxes.

Depreciation and Amortization of Property and Equipment

     The Company,  a  capital-intensive  enterprise,  depreciates  and amortizes
property and equipment on a straight-line  basis over the estimated useful lives
of the related assets.  Significant management judgment is required to determine
the  useful  lives of the  assets.  Should  the  useful  lives of the  assets be
revised, the impact on the Company's results of operations could be material.

Valuation of Long-Lived Assets

     The Company periodically  assesses the impairment of its long-lived assets,
which requires it to make assumptions and judgments regarding the carrying value
of these  assets.  The assets  are  considered  to be  impaired  if the  Company
determines  that  the  carrying  value  may not be  recoverable  based  upon its
assessment of the following events or changes in circumstances:

          The asset's  ability to continue to generate  income from  operations
          and positive cash flow in future periods;

          Significant  changes in strategic business objectives and utilization
          of the assets; or

          The impact of significant negative industry or economic trends.

     If the  assets  are  considered  to be  impaired,  the  impairment  that is
recognized is the amount by which the carrying  value of the assets  exceeds the
fair  value  of the  assets.  If a  change  were to  occur  in any of the  above
mentioned  factors or  estimates,  the  likelihood  of a material  change in the
reported results would increase.
<PAGE>


Accounting for Income Taxes

     Valuation  allowances are established,  when necessary,  to reduce deferred
tax assets to the  amount  management  believes  is more  likely  than not to be
realized.  The  likelihood  of a  material  change  in  the  Company's  expected
realization  of these assets depends on future  taxable  income,  the ability to
deduct tax loss  carryforwards  against future taxable income, the effectiveness
of the tax planning and strategies among the various tax  jurisdictions in which
the Company operated, and any significant changes in the tax laws. For the years
ended  December  31,  2001,  2000 and 1999,  valuation  allowances  of $879,000,
$1,315,000 and $2,173,000 were eliminated  since  management  determined that it
was more likely than not that the related deferred tax assets would be realized.
In the event that the actual  results  differ from the  estimates or the Company
adjusts the estimates in future periods,  it may need to establish an additional
valuation  allowance which could  materially  impact the financial  position and
results of operations.

     The Company's effective tax rate in 2001 was 18.6%,  principally  resulting
from  the  elimination  of  valuation  allowances  of  $879,000.  The  Company's
estimated tax rate for 2002 is 40%.  This rate is subject to ongoing  review and
evaluation by management.


Results of Operations

     Revenues  for the six months ended June 30, 2002  decreased to  $13,796,000
from  $17,508,000  for the same  year-ago  period,  a decrease of  $3,712,000 or
21.2%.  The decrease in revenues is attributable to a decrease in demand for the
Company's  services  throughout all areas of service that the Company  provides.
Factors  contributing  to this  decrease in demand  were:  the overall  economic
downturn in the  entertainment and advertising  sectors and resulting  corporate
cost cutting;  the continuing trend of reality  programming which uses little of
the  Company's  services;  fewer  movies  for  television  and fewer  theatrical
releases;  and clients  utilizing  formats  that  require a lower volume of film
processing.

     Revenues for the quarter ended June 30, 2002  decreased to $5,806,000  from
$7,581,000 for the same year-ago  period, a decrease of $1,775,000 or 23.4%. The
decrease in revenues is  attributable  to a decrease in demand for the Company's
services  throughout  all areas of service  that the Company  provides.  Factors
contributing to this decrease in demand were: the overall  economic  downturn in
the entertainment and advertising  sectors and resulting corporate cost cutting;
the continuing trend of reality  programming  which uses little of the Company's
services; fewer movies for television and fewer theatrical releases; and clients
utilizing formats that require a lower volume of film processing.

     Operating  costs for the six months  ended June 30,  2002 were  $11,428,000
versus  $12,758,000  for the same year-ago  period,  a decrease of $1,330,000 or
10.4%.  The decrease in operating costs is primarily the result of a decrease in
labor  costs of  $851,000,  a decrease in tape stock  expense of $257,000  and a
decrease in bad debt  expense of $170,000.  The decrease in operating  costs was
partially offset by an increase in depreciation expense of $193,000. Lower labor
costs were the result of fewer hours worked as a result of  decreased  revenues.
The increase in  depreciation  is due to equipment  purchases in prior years for
business  expansion.  Tape stock expense  decreased as a result of reduced sales
volume.  Total  operating  costs,  including  depreciation,  as a percentage  of
revenues for the six months ended June 30, 2002 were 82.8%  compared  with 72.9%
for the same year-ago period.

     Operating costs for the quarter ended June 30, 2002 were $5,488,000  versus
$5,960,000  for the same year-ago  period,  a decrease of $472,000 or 7.9%.  The
decrease  in  operating  costs was  primarily  the result of a decrease in labor
costs of $342,000 and a decrease in tape stock  expense of  $104,000.  Operating
costs decreased in most areas due to lower revenues.  Lower labor costs were the
result of fewer  hours  worked.  The  decrease  in tape stock  expense is due to
decreased sales volume.  The decrease in operating costs was partially offset by
an increase in depreciation of $49,000.  The increase in depreciation expense is
the result of equipment purchases in prior years for business  expansion.  Total
operating  costs,  including  depreciation,  as a percentage of revenues for the
three  months  ended June 30, 2002 were 94.5%  compared  with 78.6% for the same
year-ago period.
<PAGE>


     For the six months ended June 30, 2002, the Company recorded a gross profit
of $2,368,000  compared with $4,750,000 for the same year-ago period, a decrease
of  $2,382,000  or 50.1%.  The  decrease  in gross  profit is the  result of the
decrease  in  revenues  partially  offset by the  decrease  in  operating  costs
explained above.  Revenues decreased 21.2% while operating costs decreased 10.4%
as compared to the same year-ago period.

     For the quarter ended June 30, 2002 the Company  recorded a gross profit of
$318,000  compared with $1,620,000 for the same year-ago  period,  a decrease of
$1,302,000 or 80.4%.  The decrease in gross profit is the result of the decrease
in revenues partially offset by the decrease in operating costs explained above.
Revenues decreased 23.4% while operating costs decreased 7.9% as compared to the
same year-ago period.

     Selling,  general and  administrative  and other expenses ("SG&A expenses")
for the six months ended June 30, 2002 were  $2,352,000  compared to  $2,369,000
during the same year-ago period, a decrease of $17,000 or less than one percent.
The most  significant  decreases in SG&A expenses were in professional  services
and advertising costs of $119,000 and $62,000 respectively, which were partially
offset by  increases  in labor costs and  property  taxes of $90,000 and $66,000
respectively.  The  decrease  in  professional  services is due to a decrease in
investor  advisory  services,  legal fees and  consulting  fees. The increase in
property taxes for the second quarter of 2002 is  attributable to a property tax
refund recorded in the second quarter of 2001.

     SG&A expenses for the quarter ended June 30, 2002 were $1,152,000  compared
to  $1,163,000  during the same year-ago  period,  a decrease of $11,000 or less
than one percent.  The decrease in SG&A  expenses was primarily due to decreases
in  professional   services  and  advertising   costs  of  $70,000  and  $43,000
respectively,  which were  partially  offset by an increase in property taxes of
$68,000. The decrease in professional  services is due to a decrease in investor
advisory  services,  legal fees and  consulting  fees.  The increase in property
taxes for the second  quarter of 2002 is  attributable  to a property tax refund
recorded in the second quarter of 2001.

     Interest  expense  for the six  months  ended  June 30,  2002 was  $433,000
compared to $545,000  for the same  year-ago  period,  a decrease of $112,000 or
20.6%. The decrease in interest expense is the result of lower interest rates on
borrowings.

     Interest expense for the quarter ended June 30, 2002 was $207,000  compared
to $277,000 for the same year-ago  period,  a decrease of $70,000 or 25.2%.  The
decrease in interest expense is a result of lower interest rates on borrowings.

     Other income for the six months ended June 30, 2002 was $70,000 compared to
$181,000 for the same year-ago  period,  a decrease of $111,000 or 61.5%.  Other
income is primarily interest income. The decrease in other income is principally
due to lower interest earned on cash balances.

     Other  income for the quarter  ended June 30, 2002 was $39,000  compared to
$104,000 for the same  year-ago  period,  a decrease of $65,000 or 62.5%.  Other
income is primarily interest income. The decrease in other income is principally
due to lower interest earned on cash balances.

     Income tax  benefit  for the six months  ended June 30,  2002 was  $139,000
compared  to income tax expense of  $545,000  for the same  period last year,  a
decrease  of  $684,000  or  125.4%.  The  decrease  in  income  tax  expense  is
principally due to lower income before income tax expense and/or benefit.

     Income  tax  benefit  for the  quarter  ended  June 30,  2002 was  $401,000
compared  to income tax expense of  $184,000  for the same  period last year,  a
decrease  of  $585,000  or  318.2%.  The  decrease  in  income  tax  expense  is
principally due to lower income before income tax expense and/or benefit.







<PAGE>


Liquidity and Capital Resources

     As of June 30, 2002, the Company and its subsidiaries are operating under a
credit  facility with Merrill Lynch  Business  Financial  Services.  The maximum
credit available under the facility is $12.0 million.  The facility provides for
borrowings  of up to $6.0  million  under a revolving  loan and $6.0  million in
equipment term loans. There was no outstanding  balance under the revolving loan
at June 30, 2002. The equipment term loans had a combined outstanding balance of
$5.4 million at June 30, 2002.  The revolving  loan and equipment term loans are
payable  monthly and bear interest at both fixed and variable rates ranging from
the 30-day dealer  commercial  paper rate plus 2.20% to 2.65% to a fixed rate of
6.04%. The revolving loan expires in June 2003 and can be renewed annually.  The
equipment  term loans  expire from June 2006 to July 2007.  As of June 30, 2002,
the Company had  outstanding  equipment  loans and capital lease  obligations of
approximately  $10.7 million with various lenders (including the $5.4 million in
equipment  term loans  discussed  above) in connection  with the  acquisition of
equipment.  The  capital  leases  are for  terms  of up to 60  months,  at fixed
interest  rates  ranging  from 6.04% to 12.75%  and the  equipment  term  loans,
discussed  above,  at variable  interest  rates.  The Company's term note credit
agreements contain covenants,  including financial covenants related to leverage
and fixed charge ratios.  The Company was in compliance  with these covenants at
June 30,  2002.  The  obligations  are secured by the  equipment  financed.  The
equipment was acquired to expand the Company's  capabilities  and to support the
demand for the  Company's  services.  In addition,  the Company has  obligations
under operating leases of $2.4 million at June 30, 2002.

     The Company's  principal  source of funds is cash  generated by operations.
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  operating and capital  requirements for
the next twelve months.

     In April 2002, the company  purchased  3,300 shares of its common stock for
$7,788 and subsequently retired the shares held in treasury.


Matters Affecting Operations

     Some  producers of television  shows have begun to shoot their  programs on
videotape  instead  of  film.  If  this  practice  continues  and  becomes  more
widespread, the Company's revenue from film developing and film to tape transfer
will decrease.

     On July 9, 2001,  the  Company  entered  into an  agreement  with its joint
venture partner in Composite Image Systems, LLC ("CIS"), to sell its interest in
CIS to its joint venture partner. Under the terms of the agreement,  the Company
transferred  to its joint venture  partner the Company's 50% interest in CIS and
certain  equipment  previously  leased to CIS in exchange  for a cash payment of
$575,000.   The  Company  has  given  corporate  guarantees  regarding  a  lease
obligation of the joint venture,  CIS and the joint venture  partner have agreed
to indemnify  the Company for up to the amount of the principal  obligation  for
any claims that might arise under the guarantee  should CIS default on the lease
obligation.  The lease  obligation  is also secured by the  equipment  purchased
under the lease.


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.  Revenues  have been  substantially  lower  during the second and third
quarters.  The Company  historically  has incurred  operating  losses during the
second quarter.







<PAGE>


Item 3.  Quantitative and Qualitative Disclosures about Market Risk

     Derivative  Instruments.  The Company  does not invest,  and during the six
months ended June 30, 2002 did not invest, in market risk sensitive instruments.

     Market Risk.  The Company's  market risk exposure with respect to financial
instruments is subject to changes in the "30-day dealer  commercial  paper" rate
in the United  States.  The Company had  borrowings  of $5.4 million at June 30,
2002  under  equipment  term loans  (discussed  above) and may borrow up to $6.0
million  under a revolving  loan.  Amounts  outstanding  under the variable rate
equipment  term loans and the  revolving  credit  facility  bear interest at the
30-day dealer commercial paper rate plus 2.20% to 2.65%.

     If, under the  existing  credit  facility,  the "30-day  dealer  commercial
paper" rate were to change by 1%, the amortized interest expense would change by
approximately $39,000 on an annual basis.


Part II.  Other Information

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

     At the Company's Annual Meeting of Stockholders  held on June 18, 2002, the
following individuals were elected to the Company's Board of Directors:

                                         Votes For           Votes Withheld
             Emory M. Cohen              6,668,170           27,507
             Thomas D. Gordon            6,670,570           25,107
             Craig A. Jacobson           6,676,470           19,207
             David C. Merritt            6,672,670           23,007
             James R. Parks              6,661,330           34,347


Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits
         Exhibit 99.1     Certification  of James R. Parks,  Chief  Executive
                          Officer of the Company,  Pursuant to 18 U.S.C.
                          Section 1350, as Adopted Pursuant to Section 906 of
                          the Sarbanes-Oxley Act of 2002.

         Exhibit 99.2     Certification  of Robert  McClain,  Chief Financial
                          Officer of the Company,  Pursuant to 18 U.S.C.
                          Section 1350, as Adopted Pursuant to Section 906 of
                          the Sarbanes-Oxley Act of 2002.

(b)      Reports on Form 8-K
         None.




<PAGE>


                                   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-PACIFIC MEDIA CORPORATION


     Dated:  August 13, 2002     /s/James R. Parks
                                 -----------------
                                   James R. Parks
                                   Chief Executive Officer





     Dated:  August 13, 2002     /s/Robert McClain
                                 -----------------
                                   Robert McClain
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)