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, 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 October 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




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

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 (Unaudited)   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        13

Item 4.   Controls and Procedures                                           13

Part II.  Other Information

Item 6.   Exhibits and Reports on Form 8-K                                  13

          Signatures                                                        14

          Certification                                                     15




<PAGE>


Part I.  Financial Information

Item 1.  Condensed Consolidated Financial Statements


                         LASER-PACIFIC MEDIA CORPORATION
                                AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheets
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                                                   September 30,       December 31,
                                                                                        2002               2001
                                                                                   ---------------    ----------------

<S>                                                                           <C>                  <C>
Assets

Current Assets:
  Cash and cash equivalents                                                   $         6,239,582  $        6,989,781
  Receivables, net of allowance for doubtful accounts                                   3,957,050           3,803,652
  Other current assets                                                                  1,245,549           1,329,817
                                                                                   ---------------    ----------------

    Total Current Assets                                                               11,442,181          12,123,250

Net property and equipment                                                             18,967,332          19,204,407
Other assets                                                                              229,807             200,531
                                                                                   ---------------    ----------------

Total Assets                                                                  $        30,639,320  $       31,528,188
                                                                                   ===============    ================

Liabilities and Stockholders' Equity

Current Liabilities:
  Current installments of notes payable to bank and long-term debt            $         3,777,237  $        3,738,680
  Other current liabilities                                                             2,760,049           2,275,160
                                                                                   ---------------    ----------------

    Total Current Liabilities                                                           6,537,286           6,013,840

Notes payable to bank and long-term debt, less current installments                     6,482,791           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 September 30, 2002 and 8,004,795 shares at
      December 31, 2001                                                                       710                 800
   Additional paid-in capital                                                          18,089,061          20,363,901
   Accumulated deficit                                                                  (470,528)           (461,440)
   Treasury stock, at cost: 900,200 shares at December 31, 2001                                --         (2,267,140)
                                                                                   ---------------    ----------------

   Net Stockholders' Equity                                                            17,619,243          17,636,121
                                                                                   ---------------    ----------------

Total Liabilities and Stockholders' Equity                                    $        30,639,320  $       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                     Nine Months ended
                                                                       September 30,                         September 30,
                                                             ----------------------------------     --------------------------------
                                                                  2002               2001               2002              2001
                                                             ---------------    ---------------     --------------    --------------

<S>                                                       <C>                <C>                <C>                <C>
Revenues                                                  $       7,619,085  $       6,856,819  $      21,414,585  $     24,364,577

Operating costs
      Direct costs                                                4,715,232          4,734,264         13,846,655        15,388,676
      Depreciation and amortization                               1,179,933          1,073,060          3,476,172         3,176,515
                                                             ---------------    ---------------     --------------    --------------
      Total operating costs                                       5,895,165          5,807,324         17,322,827        18,565,191
                                                             ---------------    ---------------     --------------    --------------
      Gross profit                                                1,723,920          1,049,495          4,091,758         5,799,386
Selling, general and administrative
    and other expenses                                            1,216,723          1,174,426          3,569,113         3,543,438
                                                             ---------------    ---------------     --------------    --------------
      Income (loss) from operations                                 507,197          (124,931)            522,645         2,255,948

Interest expense                                                    199,219            229,243            631,733           774,033
Other income and interest income                                     25,604            329,463             95,332           510,750
                                                             ---------------    ---------------     --------------    --------------
      Income (loss) before income tax expense (benefit)             333,582           (24,711)           (13,756)         1,992,665

Income tax expense (benefit)                                        133,896          (400,141)            (4,668)           144,977
                                                             ---------------    ---------------     --------------    --------------
      Net income (loss)                                   $         199,686  $         375,430  $         (9,088)  $      1,847,688
                                                             ===============    ===============     ==============    ==============

Income (loss) per share (basic)                           $            0.03  $            0.05  $          (0.00)  $           0.25
                                                             ---------------    ---------------     --------------    --------------

Income (loss) per share (diluted)                         $            0.03  $            0.05  $          (0.00)  $           0.25
                                                             ---------------    ---------------     --------------    --------------

Weighted average shares outstanding (basic)                       7,101,295          7,178,595          7,102,395         7,468,928
                                                             ===============    ===============     ==============    ==============

Weighted average shares outstanding (diluted)                     7,118,784          7,227,083          7,102,395         7,503,313
                                                             ===============    ===============     ==============    ==============



</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>
                                                                                             Nine Months ended September 30,
                                                                                          ---------------------------------------
                                                                                                2002                  2001
                                                                                          -----------------     -----------------
    <S>                                                                               <C>                   <C>
    Cash flows from operating activities:
      Net income (loss)                                                               $            (9,088)  $          1,847,688
      Adjustments to reconcile net income (loss) to net cash
        provided by operating activities:
           Depreciation and amortization                                                         3,476,172             3,176,515
           Gain on sale of property and equipment                                                  (6,623)              (25,713)
           Provision (recovery) of doubtful accounts receivable                                   (70,885)               167,840
           Change in assets and liabilities:
                 Receivables                                                                      (82,514)             1,082,521
                 Other current assets                                                               54,992              (75,350)
                 Other current liabilities                                                         484,889               829,357
                 Other                                                                                  --               561,680
                                                                                          -----------------     -----------------
                     Net cash provided by operating activities                                   3,846,943             7,564,538

    Cash flows from investing activities:
           Purchases of property and equipment                                                 (3,239,098)           (4,496,227)
           Net proceeds from disposal of property and equipment                                      6,623               206,979
                                                                                          -----------------     -----------------
                     Net cash used in investing activities                                     (3,232,475)           (4,289,248)

    Cash flows from financing activities:
           Proceeds borrowed under notes payable to bank and long-term debt                      1,500,000             2,870,251
           Repayment of notes payable to bank and long-term debt                               (2,856,879)           (4,083,454)
           Proceeds from issuance of common stock                                                       --               250,550
           Purchase of treasury stock                                                              (7,788)           (2,063,000)
                                                                                          -----------------     -----------------
                     Net cash used in financing activities                                     (1,364,667)           (3,025,653)

                     Net increase (decrease) in cash and cash equivalents                        (750,199)               249,637
    Cash and cash equivalents at beginning of period                                             6,989,781             4,527,042
                                                                                          -----------------     -----------------
    Cash and cash equivalents at end of period                                        $          6,239,582  $          4,776,679
                                                                                          =================     =================

</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
September 30, 2002 and December 31, 2001;  the results of its operations for the
three and nine month periods ended  September 30, 2002 and 2001;  and cash flows
for the nine month  periods  ended  September  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  regulations  of  the  Securities  and  Exchange
Commission  ("SEC")  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

     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                        Nine Months
                                                                  Ended September 30,                 Ended September 30,
                                                             -------------------------------     -------------------------------
                                                                 2002              2001              2002              2001
                                                             -------------     -------------     -------------     -------------

<S>                                                      <C>               <C>               <C>               <C>
Net income (loss)                                        $        199,686  $        375,430  $        (9,088)  $      1,847,688
                                                             =============     =============     =============     =============

Shares:
Weighted average shares used in basic computation               7,101,295         7,178,595         7,102,395         7,468,928
Dilutive stock options and warrants                                17,489            48,488                --            34,385
                                                             -------------     -------------     -------------     -------------
Weighted average shares used in diluted computation             7,118,784         7,227,083         7,102,395         7,503,313

Net income (loss) per common share:
Basic                                                    $           0.03  $           0.05  $         (0.00)  $           0.25
Diluted                                                  $           0.03  $           0.05  $         (0.00)  $           0.25

</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 nine month periods
ended September 30, 2002 in the amount of 473,000 and 510,000, respectively, and
for the three and nine months ended  September 30, 2001 in the amount of 212,000
and  192,000,  respectively.  Outstanding  options  were  not  included  in  the
computation of diluted earnings per share when 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 Company's estimated tax rate for 2002 is 40%.
This 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.

(5)  Segment Reporting

     In compliance with  disclosure  regarding SFAS No. 131,  Disclosures  about
Segments of an Enterprise  and Related  Information,  the Company has determined
that it has one business segment - post-production services.

(6)  Recent Accounting Pronouncements

Accounting for Business Combinations and Goodwill and Other Intangible Assets

     In July 2001, the Financial Accounting Standards Board ("FASB") 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.'s
141 and 142 effective January 1, 2002. The adoption of the pronouncement did not
have a material impact on the Company's financial statements.

Accounting for the Impairment or Disposal of Long-Lived Assets

     In August  2001,  the FASB issued  Statement  No. 144,  Accounting  for the
Impairment or Disposal of Long-Lived Assets, which supersedes 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 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 the  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  adopted  Statement No. 145 effective  January 1, 2002.  The adoption of
Statement  No. 145 did not have a  material  impact on the  Company's  financial
statements.

<PAGE>

Accounting for Costs Associated with Exit or Disposal Activities

     In June 2002,  the FASB  issued  Statement  No. 146,  Accounting  for Costs
Associated  with Exit and  Disposal  Activities.  Statement  No.  146  nullifies
Emerging  Issues Task Force  ("EITF")  issue  94-3,  Liability  Recognition  for
Certain  Employee  Termination  Benefits  and  Other  Costs to Exit an  Activity
(including Certain Costs Incurred in a Restructuring).  Under EITF issue 94-3, a
liability for an exit cost is  recognized at the date of an entity's  commitment
to an exit plan.  Under  Statement No. 146, the  liabilities  associated with an
exit or disposal activity will be measured at fair value and recognized when the
liability  is incurred  and meets the  definition  of a liability  in the FASB's
conceptual  framework.   This  Statement  is  effective  for  exit  or  disposal
activities  initiated after December 31, 2002.  Management believes the adoption
of Statement No. 146 will not have a material impact on the Company's  financial
statements.


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 SEC 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,

     Accounting for income taxes, and

     Valuation of Accounts Receivable.

<PAGE>

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. The useful lives are as follows:


         -------------------------------- --------------------------
                  Type of Asset                  Useful Life
         -------------------------------- --------------------------
         Automobiles                      4 years
         -------------------------------- --------------------------
         Furniture and Fixtures           5 years
         -------------------------------- --------------------------
         Technical Equipment              7 years
         -------------------------------- --------------------------
         Leasehold Improvements           10 years
         -------------------------------- --------------------------
         Building Improvements            10 years
         -------------------------------- --------------------------
         Buildings                        30 years
         -------------------------------- --------------------------

     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.

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 carry forwards 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.
As of September  30, 2002 and  December  31, 2001,  the Company had no valuation
allowance related to deferred tax assets of $369,000 and $362,000, respectively.
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. Income tax expense for
2002 is computed using the estimated  effective tax rate of 40% to apply for all
of 2002. The rate is subject to ongoing review and evaluation by management.

<PAGE>

Valuation of Accounts Receivable

     The Company regularly assesses its accounts  receivable balance and creates
an allowance for the amount the Company considers uncollectable.  The purpose of
this allowance is to reduce the accounts receivable balance to the estimated net
realizable balance.  Significant management judgment is required to determine an
appropriate level for the allowance. The allowance is determined considering the
following criteria:  delinquency of individual  accounts,  collection history of
specific  customers,  and  the  ability  of  clients  to make  payments.  If the
allowance  were revised to reflect a change in  management's  assessment  of the
criteria  described  above, the impact on the Company's  financial  position and
results of operations could be material.


Results of Operations

     Revenues  for the  nine  months  ended  September  30,  2002  decreased  to
$21,415,000  from  $24,365,000  for the same  year-ago  period,  a  decrease  of
$2,950,000  or 12.1%.  The decrease in revenues is primarily  attributable  to a
decrease  in demand  for the  Company's  services  during  the first and  second
quarters of 2002,  which was partially  offset by an increase in revenues during
the third quarter of 2002. Factors contributing to this decrease in demand were:
the overall economic downturn in the  entertainment and advertising  sectors and
the  associated   corporate  cost  cutting;  the  continuing  trend  of  reality
programming  which uses little of the  Company's  services;  a reduction  in the
number of movies for television as well as fewer theatrical  releases during the
first and second quarters;  and certain clients utilizing formats that require a
lower volume of film processing.

     Revenues  for the three  months  ended  September  30,  2002  increased  to
$7,619,000 from $6,857,000 for the same year-ago period, an increase of $762,000
or 11.1%.  The  increase  in revenues is  primarily  attributable  to an overall
increase in demand for the  Company's  services.  A  significant  portion of the
increase  can be  attributed  to  increased  demand for the  Company's  telecine
services as a result of the increased number of theatrical  releases,  which was
partially  offset by a  decrease  in film  processing  services  due to  certain
clients utilizing formats that require a lower volume of film processing.

     Operating  costs  for  the  nine  months  ended  September  30,  2002  were
$17,323,000  versus  $18,565,000  for the same  year-ago  period,  a decrease of
$1,242,000  or  6.7%.  The  decrease  in  operating  costs is  primarily  due to
decreases  in the  following;  wages and  salaries of  production  personnel  of
$982,000; bad debt expense of $239,000; and videotape stock expense of $131,000.
The decrease was partially  offset by an increase in equipment rental expense of
$93,000.  The  decreases in wages and salaries and  videotape  stock expense are
primarily due to the overall decrease in demand for the Company's  services that
occurred  throughout  the first  half of the  year.  The  reduction  in bad debt
expense is  primarily  attributable  to improved  collections.  The  increase in
equipment rental expense is primarily the result of the increased demand for the
Company's  services  during the three months  ended  September  30, 2002.  Total
operating  costs,  including  depreciation,  as a percentage of revenues for the
nine months ended September 30, 2002 were 80.9% compared with 76.2% for the same
year-ago period.

     Operating  costs  for the  three  months  ended  September  30,  2002  were
$5,895,000  versus  $5,807,000  for the same  year-ago  period,  an  increase of
$88,000 or 1.5%.  The  increase in operating  costs is  primarily  the result of
increases in videotape  stock  expense of $126,000 and  depreciation  expense of
$107,000.  The increase in videotape stock expense is primarily  attributable to
the increased demand for the Company's services discussed above. The increase in
depreciation expense is primarily the result of purchases of equipment to expand
the Company's  capabilities.  These increases were partially offset by decreases
in wages and salaries of  production  personnel of $131,000 and bad debt expense
of $69,000.  The  decrease in wages and  salaries is  primarily  the result of a
decrease  in the  number of  employees  and fewer  overtime  hours  worked.  The
reduction in bad debt expense is primarily attributable to improved collections.
Total operating costs, including  depreciation,  as a percentage of revenues for
the three months ended September 30, 2002 were 77.4% compared with 84.7% for the
same year-ago period.

     For the nine months ended September 30, 2002, the Company  recorded a gross
profit of $4,092,000  compared with $5,799,000 for the same year-ago  period,  a
decrease of $1,708,000  or 29.4%.  The decrease in gross profit is primarily the
result of the decrease in revenues partially offset by the decrease in operating
costs explained above.  Revenues decreased 12.1% while operating costs decreased
6.7% as compared to the same year-ago period.

<PAGE>

     For the three months ended September 30, 2002, the Company recorded a gross
profit of  $1,724,000  compared  to a gross  profit of  $1,049,000  for the same
year-ago period,  an increase of $674,000 or 64.3%. The increase in gross profit
is  primarily  the result of the  increase in revenues  partially  offset by the
increase in operating  costs explained  above.  The operating costs were further
minimized by the decrease in wages  discussed  above.  Revenues  increased 11.1%
while operating costs increased 1.5% as compared to the same year-ago period.

     Selling,  general and  administrative  and other expenses ("SG&A expenses")
for the nine  months  ended  September  30,  2002 were  $3,569,000  compared  to
$3,543,000  during the same year-ago period, an increase of $26,000 or 0.7%. The
increase is  primarily  attributable  to  increases  in wages and  salaries  for
administrative  personnel of $108,000 and taxes and licenses of $108,000,  which
were partially  offset by decreases in advertising  and promotion of $86,000 and
professional  services  of  $122,000.  The  increase  in wages and  salaries  is
primarily  attributable  to  compensation  increases.  The increase in taxes and
licenses is primarily due to adjustments in 2001 that decreased  property tax as
the result of a property  tax audit  concluded  in 2001  encompassing  tax years
1995-1999.  The decrease in advertising and promotion is primarily the result of
management's efforts to reduce expenses.  The decrease in professional  services
is  primarily  due to a decrease in investor  advisory  services and legal fees,
which was partially offset by increases in accounting and consulting fees.

     SG&A expenses for the three months ended September 30, 2002 were $1,217,000
compared to $1,174,000 for the same year-ago  period,  an increase of $42,000 or
3.6%. The increase is primarily  attributable to increases in wages and salaries
for administrative personnel of $18,000 and taxes and licenses of $42,000, which
were partially offset by a decrease in advertising and promotion of $24,000. The
increase  in wages  and  salaries  is  primarily  attributable  to  compensation
increases. The increase in taxes and licenses is primarily due to adjustments in
2001 that decreased property tax as the result of a property tax audit concluded
in 2001  encompassing  tax years  1995-1999.  The  decrease in  advertising  and
promotion is primarily the result of management's efforts to reduce expenses.

     Interest  expense for the nine months ended September 30, 2002 was $632,000
compared to $774,000  for the same  year-ago  period,  a decrease of $142,000 or
18.4%.  The  decrease  in  interest  expense  is  primarily  the result of lower
interest rates on borrowings.

     Interest expense for the three months ended September 30, 2002 was $199,000
compared  to $229,000  for the same  year-ago  period,  a decrease of $30,000 or
13.1%.  The  decrease  in  interest  expense  is  primarily  the result of lower
interest rates on borrowings.

     Other income and interest  income for the nine months ended  September  30,
2002 was $95,000  compared to $511,000 for the same year-ago  period, a decrease
of $415,000 or 81.3%.  In 2002,  other income and  interest  income is primarily
comprised of interest income. In 2001, other income and interest income included
income  recognized  from a research and development  collaboration  agreement of
$193,000,  a gain on the  sale of the  Company's  interest  in  Composite  Image
Systems,  LLC  ("CIS") of  $83,000,  discussed  below,  and  interest  income of
$110,000.

     Other income and interest  income for the three months ended  September 30,
2002 was $26,000  compared to $329,000 for the same year-ago  period, a decrease
of $304,000 or 92.2%.  In 2002,  other income and  interest  income is primarily
comprised of interest income. In 2001, other income and interest income included
income  recognized  from a research and development  collaboration  agreement of
$193,000,  a gain  on the  sale of the  Company's  interest  in CIS of  $83,000,
discussed below, and interest income of $25,000.

     Income tax benefit for the nine months ended  September 30, 2002 was $5,000
compared to income tax  expense of  $145,000  for the same  year-ago  period,  a
decrease  of  $150,000  or  103.2%.  The  decrease  in  income  tax  expense  is
principally  due to lower income before income tax expense and/or  benefit.  The
decrease in income tax  expense was  partially  offset by the  elimination  of a
valuation  allowance  against  deferred tax assets that occurred during the nine
months ended September 30, 2001.

     Income tax  expense  for the three  months  ended  September  30,  2002 was
$134,000  compared to an income tax benefit of  $400,000  for the same  year-ago
period, an increase of $534,000 or 398.8%. The increase in income tax expense is
primarily  attributable  to the  elimination  of a valuation  allowance  against
deferred tax assets that  occurred  during the three months ended  September 30,
2001.

<PAGE>

Liquidity and Capital Resources

     As of September 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 $12.5  million.  The facility
provides for  borrowings of up to $6.0 million  under a revolving  loan and $6.5
million  in  equipment  term  loans.  The 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 September  30,
2002. As of September 30, 2002, the outstanding  borrowing under the facility is
listed below:

                          Merrill Lynch Credit Facility

<TABLE>
<CAPTION>
-------------------------------------------- ----------------------- -----------------------------------------------------------
            Type of Obligation                     Balance at                              Interest Rate
                                               September 30, 2002
-------------------------------------------- ----------------------- -----------------------------------------------------------
<S>                                                     <C>          <C>
Revolving Loan                                          $      0.00  "30-day dealer commercial paper" rate plus 2.20%
-------------------------------------------- ----------------------- -----------------------------------------------------------
Variable Rate Equipment Loan                            $   733,000  "30-day dealer commercial paper" rate plus 2.65%
-------------------------------------------- ----------------------- -----------------------------------------------------------
Variable Rate Equipment Loan                            $ 3,400,000  "30-day dealer commercial paper" rate plus 2.20%
-------------------------------------------- ----------------------- -----------------------------------------------------------
Fixed Rate Equipment Loan                               $   500,000    4.64%
-------------------------------------------- ----------------------- -----------------------------------------------------------
Fixed Rate Equipment Loan                               $   950,000    6.04%
-------------------------------------------- ----------------------- -----------------------------------------------------------
</TABLE>

     The revolving  loan expires in June 2003 and can be renewed  annually.  The
equipment  term loans expire from June 2006 through  October 2007. The revolving
loan and equipment term loans are payable monthly.

     In addition to the borrowings  listed above,  as of September 30, 2002, the
Company had  outstanding  equipment term loans and capital lease  obligations of
approximately  $4,677,000  with various  other  lenders in  connection  with the
acquisition of equipment.  The obligations are for terms of up to 60 months,  at
fixed interest rates ranging from 7.50% to 12.75%.  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,  relating to facilities,  of
$2.3 million at September 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.


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 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 gave a
corporate  guarantee in connection with a lease obligation of the joint venture,
and 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.  The
Company  estimates that, as of September 30, 2002, the current principle balance
outstanding on the equipment lease was approximately $220,000.

<PAGE>

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
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.


Item 3.  Quantitative and Qualitative Disclosures about Market Risk

     Derivative  Instruments.  The Company does not invest,  and during the nine
and three  months  ended  September  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 $4.1 million at September
30, 2002 under the variable rate 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 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 $37,000 annually.


Item 4.  Controls and Procedures

     Within the 90 days prior to the date of this  report,  the Company  carried
out an  evaluation,  under the  supervision  and with the  participation  of the
Company's management,  including the Company's Chief Executive Officer and Chief
Financial  Officer,  of the  effectiveness  of the design and  operation  of the
company's disclosure controls and procedures pursuant to Rules 13a-14 and 13a-15
promulgated  under the  Securities  and  Exchange  Act of 1934,  as amended (the
"Exchange  Act").  Based upon that evaluation,  the Chief Executive  Officer and
Chief Financial  Officer  concluded that the Company's  disclosure  controls and
procedures  are  effective  in  timely  alerting  them to  material  information
relating to the Company (including its consolidated subsidiaries) required to be
included in the Company's periodic SEC filings.

     There were no significant  changes in the Company's internal controls or in
other factors that would significantly affect those internal controls subsequent
to the date of the most  recent  evaluation.  Since  there  were no  significant
deficiencies  or material  weaknesses in the Company's  internal  controls,  the
Company did not take any corrective actions.


Part II.  Other Information

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





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















<PAGE>
                                  Certification

     Each of the undersigned, in his capacity as the Chief Executive Officer and
Chief Financial Officer of Laser-Pacific Media Corporation,  as the case may be,
provides the  following  certifications  required by 18 U.S.C.  Section 1350, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, and 17 C.F.R.
Section 240.13a-14.


Certification of Chief Executive Officer

I, James R. Parks, certify that:

1.   I have  reviewed  this  quarterly  report on Form 10-Q of  Laser-Pacific
Media Corporation;

2.   Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.   Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.   The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a. designed such disclosure controls and procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

     b. evaluated the effectiveness of the registrant's  disclosure controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "Evaluation Date"); and

     c.  presented  in  this  quarterly   report  our   conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

     a. all  significant  deficiencies  in the design or  operation  of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b. any fraud,  whether or not material,  that involves  management or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6.   The registrant's other certifying  officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 13, 2002


                                                    /s/James R. Parks
                                                    -----------------
                                                    James R. Parks
                                                    Chief Executive Officer
<PAGE>

Certification of Chief Financial Officer

I, Robert McClain, certify that:

1.   I have  reviewed  this  quarterly  report on Form 10-Q of  Laser-Pacific
Media Corporation;

2.   Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.   Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.   The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a. designed such disclosure controls and procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

     b. evaluated the effectiveness of the registrant's  disclosure controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "Evaluation Date"); and

     c.  presented  in  this  quarterly   report  our   conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

     a. all  significant  deficiencies  in the design or  operation  of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b. any fraud,  whether or not material,  that involves  management or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6.   The registrant's other certifying  officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 13, 2002


                                                    /s/Robert McClain
                                                    -----------------
                                                    Robert McClain
                                                    Chief Financial Officer