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 March 31, 2001
                                       OR
             [ ] Transition Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
        for the Transition Period from ............... to ...............

                         Commission File Number 0-19407

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No

The number of shares outstanding of each of the registrant's classes of common
stock, as of April 30, 2001 was 7,751,295 shares of Common Stock, $.0001 par
value.




<PAGE>


                         LASER-PACIFIC MEDIA CORPORATION
                                AND SUBSIDIARIES

                                Table of Contents


<TABLE>
<CAPTION>

<S>            <C>                                                                            <C>
Part I.        Financial Information                                                            Page
                                                                                              ---------

Item 1.        Condensed Consolidated Financial Statements                                        3

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

Item 2.        Management's Discussion and Analysis of Financial Condition
               and Results of Operations                                                          7

Item 3.        Quantitative and Qualitative Disclosures about Market Risk                         9

Part II.       Other Information

Item 6.        Exhibits and Reports on Form 8-K                                                   9

               Signatures                                                                         10

</TABLE>


<PAGE>


Part I.  Financial Information

Item 1.  Condensed Consolidated Financial Statements

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



<TABLE>
<CAPTION>
                                                                                         March 31,        December 31,
                                                                                           2001               2000
                                                                                      ----------------    --------------

Assets

Current Assets:
<S>                                                                                <C>                 <C>
   Cash and cash equivalents                                                       $        7,005,929  $      4,527,042
   Receivables net of allowance for doubtful accounts                                       5,016,030         5,339,830
   Other current assets                                                                     1,342,350         1,274,546
                                                                                      ----------------    --------------

     Total Current Assets                                                                  13,364,309        11,141,418

Property  and equipment, net                                                               18,076,083        18,457,816
Other assets                                                                                  840,745           824,082

                                                                                      ----------------    --------------
   Total Assets                                                                    $       32,281,137  $     30,423,316
                                                                                      ================    ==============

Liabilities and Stockholders' Equity

Current Liabilities:
   Current installments of notes payable to bank and long-term debt                $        3,630,368  $      3,489,618
   Other current liabilities                                                                2,488,309         1,797,369
                                                                                      ----------------    --------------

     Total Current Liabilities                                                              6,118,677         5,286,987

Notes payable to bank and long-term debt, less current installments                         7,589,023         7,934,387

Stockholders' equity:
Common stock, $.0001 par value.  Authorized 25,000,000 shares;
   issued and outstanding 7,751,295 shares at March 31, 2001 and
   December 31, 2000.                                                                             775               775
Additional paid-in capital                                                                 19,936,156        19,936,156
Accumulated deficit                                                                       (1,363,494)       (2,734,989)
                                                                                      ----------------    --------------
                                                                                      ----------------    --------------

   Net stockholders' equity                                                                18,573,437        17,201,942
                                                                                      ----------------    --------------

   Total Liabilities and Stockholders' Equity                                      $       32,281,137  $     30,423,316
                                                                                      ================    ==============

</TABLE>



See accompanying notes to condensed consolidated financial statements.




<PAGE>


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




<TABLE>
<CAPTION>
                                                                                            Three Months Ended
                                                                                                March 31,
                                                                                    -----------------------------------
                                                                                         2001               2000
                                                                                    ---------------    ----------------

<S>                                                                            <C>                  <C>
   Revenues                                                                    $         9,927,190  $        9,245,739
   Operating costs
     Direct costs                                                                        5,799,310           5,351,431
     Depreciation                                                                          998,233             939,112
                                                                                    ---------------    ----------------
       Total operating costs                                                             6,797,543           6,290,543
                                                                                    ---------------    ----------------
         Gross profit                                                                    3,129,647           2,955,196
   Selling, general and administrative
       and other expenses                                                                1,205,615           1,149,565
                                                                                    ---------------    ----------------
         Income from operations                                                          1,924,032           1,805,631

   Interest expense                                                                        267,918             344,999
   Other income                                                                             76,791              66,917
                                                                                    ---------------    ----------------
         Income before income taxes                                                      1,732,905           1,527,549

   Provision for income taxes                                                              361,409              76,400
                                                                                    ---------------    ----------------
         Net income                                                            $         1,371,496  $        1,451,149
                                                                                    ===============    ================



   Net income per share (basic)                                                $              0.18  $             0.19
                                                                                    ===============    ================

   Net income per share (diluted)                                              $              0.17  $             0.18
                                                                                    ===============    ================

   Weighted average shares outstanding (basic)                                           7,751,295           7,718,993
                                                                                    ===============    ================

   Weighted average shares outstanding (diluted)                                         7,915,693           8,031,704
                                                                                    ===============    ================

</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>
                                                                                      Three Months Ended
                                                                                           March 31,
                                                                           ------------------------------------------
                                                                                  2001                   2000
                                                                           -------------------    -------------------
    <S>                                                                <C>                     <C>
    Cash flows from operating activities
      Net income                                                       $            1,371,496  $           1,451,149
      Adjustments to reconcile net income to net cash
        provided by operating activities:
          Depreciation                                                                998,233                939,112
          Gain on sale of property and equipment                                      (4,800)               (31,700)
          Provision for doubtful accounts receivable                                   99,272                104,350
          Change in assets and liabilities:
             (Increase) decrease in:
              Receivables                                                             224,527                106,512
              Other current assets                                                   (67,804)                  8,432
              Other assets                                                           (16,663)                 57,422
              Other current liabilities                                               690,940                197,586
                                                                           -------------------    -------------------
    Net cash provided by operating activities                                       3,295,201              2,832,863
                                                                           ===================    ===================

    Cash flows from investing activities:
      Purchases of property and equipment                                           (684,800)              (479,444)
      Net proceeds from disposal of property and equipment                             73,100                 31,700
                                                                           -------------------    -------------------
              Net cash used in investing activities                                 (611,700)              (447,744)
                                                                           ===================    ===================

    Cash flows from financing activities:
      Net repayment of notes payable to bank and long-term debt                     (204,614)              (746,842)
      Proceeds from issuance of common stock                                              ---                    968
                                                                           -------------------    -------------------
              Net cash used in financing activities                                 (204,614)              (745,874)
                                                                           ===================    ===================

              Net increase in cash and cash equivalents                             2,478,887              1,639,245
    Cash and cash equivalents at beginning of period                                4,527,042              2,398,407
                                                                           -------------------    -------------------
    Cash and cash equivalents at end of period                         $            7,005,929  $           4,037,652
                                                                           ===================    ===================

    Supplementary disclosure of cash flow information:
      Cash paid during the period for interest                         $              267,918  $             344,999
                                                                           ===================    ===================

</TABLE>

See accompanying notes to condensed consolidated financial statements.



<PAGE>


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



(1)      Basis of Presentation

     In  the  opinion  of  management,   the  accompanying  unaudited  condensed
consolidated financial statements contain all adjustments  (consisting of normal
recurring  items)  necessary  to  present  fairly  the  financial   position  of
Laser-Pacific Media Corporation ("the Company") and its subsidiaries as of March
31, 2001 and December 31, 2000 and the results of operations  and cash flows for
the three month periods ended March 31, 2001 and 2000. 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  are at their  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 Share

     Net income per basic and diluted  share is based upon the weighted  average
number of common shares  outstanding.  Basic income per share is computed as net
income divided by the  weighted-average  number of common shares outstanding for
the period.  Diluted  shares  outstanding  represents the total of common shares
outstanding  as well as those options and warrants  where the exercise price was
below the average  closing stock price during the quarters  ended March 31, 2001
and 2000.  Diluted income per share  reflects the potential  dilution that could
occur  from  common  shares  issuable  through  stock-based  compensation  plans
including stock options, restricted stock awards, warrants and other convertible
securities  using the  treasury  stock  method.  The  following  summarizes  the
computation of basic income per share and diluted income per share:

<TABLE>
<CAPTION>
                                                                                     Three Months Ended March 31,
                                                                                  ------------------------------------
                                                                                       2001                2000
                                                                                  ----------------    ----------------

   <S>                                                                        <C>                  <C>
   Net Income                                                                 $         1,371,496  $        1,451,149
                                                                                  ----------------    ----------------

   Shares:
   Weighted Average Common Shares                                                       7,751,295           7,718,993
   Impact of Dilutive Stock Options and Warrants                                          164,398             312,711
                                                                                  ----------------    ----------------
   Dilutive Weighted Average Common Shares                                              7,915,693           8,031,704
                                                                                  ================    ================

   Income Per Share:
   Basic                                                                      $              0.18  $             0.19
   Diluted                                                                    $              0.17  $             0.18

</TABLE>



(3)      Income Taxes

     At March 31, 2001,  federal income tax expense of $257,000 and state income
tax expense of $104,000 was  recognized  after the  application of net operating
loss carry forwards. Income tax expense for the quarter ended March 31, 2001 was
computed  using the estimated  effective tax rate to apply for all of 2001 after
considering the impact of net operating loss carryforwards and tax credits.  The
rate is subject to ongoing review and evaluation by management.

<PAGE>


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

     Statements  included  within  this  document,   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 safe  harbor.  The  forward-looking  statements  are based on
certain  assumptions and analyses made by the Company in light of its experience
and its perception of historical trends,  current conditions and expected future
developments  as well as  other  factors  it  believes  are  appropriate  in the
circumstances.  However,  actual  results and  financial  position  could differ
materially  in scope and nature from those  anticipated  in the forward  looking
statements as a result of a number of factors, including but not limited to, the
Company's ability to successfully expand capacity,  general economic,  market or
business  conditions;  the opportunities (or lack thereof) that may be presented
to and pursued by the Company;  competitive actions by other companies;  changes
in laws or regulations;  investments in new technologies;  continuation of sales
levels;  the risks related to the cost and  availability  of capital;  and other
factors, many of which are beyond the control of the Company.  Consequently, all
of the  forward-looking  statements  made in this report are  qualified by these
cautionary  statements  and there can be no assurance that the actual results or
developments   anticipated   by  the  Company  will  be  realized  or,  even  if
substantially  realized,  that they will have the  expected  consequences  to or
effects  on the  Company  or its  business  operations.  Readers  are  urged  to
carefully  review and consider  various  disclosures  made by the Company in its
filings with the Securities and Exchange Commission to advise interested parties
of certain risks and other  factors that may affect the  Company's  business and
operating results.


Results of Operations

     Revenues for the quarter ended March 31, 2001 increased to $9,927,000  from
$9,246,000  for the same period last year, an increase of $681,000 or 7.4%.  The
increase in revenues is  attributable  to an increased  demand for the Company's
services with a significant increase in demand for digital compression services.
The increase in demand was  partially  offset by  decreased  revenue of $165,000
from film  processing  resulting  from  increased use by some  customers of film
formats  that  require  a lower  volume of film  processing  and a  decrease  in
revenues of $50,000 from laser disc services.

     Operating costs for the quarter ended March 31, 2001 were $6,798,000 versus
$6,291,000  for the same period last year, an increase of $507,000 or 8.1%.  The
majority of operating costs increased in proportion to the increase in revenues.
There were significant  increases in the following costs:  labor costs $171,000,
outside  services  $90,000,  tape stock  $69,000,  equipment  rental $62,000 and
depreciation  expense  $59,000.  The  increase  in labor  cost is the  result of
compensation  increases  and  increased  hours  worked.  The increase in outside
services is primarily  the cost of digital  transmission  of work  performed for
customers  located in remote  locations.  Tape stock  increased as the result of
price increases and the utilization of more expensive  formats.  The increase in
both   depreciation  and  equipment  rental  are  the  result  of  non-recurring
adjustments   made  during  the  three   months   ended  March  31,  2000  which
significantly  reduced  the  cost in the  prior  year.  Total  operating  costs,
including  depreciation  and  amortization,  as a percentage of revenues for the
three  months ended March 31, 2001 were 68.5%  compared  with 68.0% for the same
year-ago period.

     For the quarter ended March 31, 2001 the Company recorded a gross profit of
$3,130,000  compared to a gross  profit of  $2,955,000  for the same period last
year,  an  increase of $175,000  or 5.9%.  The  increase in gross  profit is the
result of increased sales volume partially offset by increased  operating costs,
which are discussed above. Gross profit for the quarter ended March 31, 2001, as
a percentage of revenues was 31.5% compared to 32.0% for the quarter ended March
31, 2000.

     Selling,  General and Administrative ("SG&A") expenses for the three months
ended March 31, 2001 were  $1,206,000 as compared to $1,150,000  during the same
period  last year,  an  increase  of $56,000 or 4.9%.  The  increase  in SG&A is
primarily  attributable  to an increase in  advertising  and promotion  costs of
$30,000 and an increased legal and professional fees of $20,000  associated with
SEC filings and the shareholders rights plan.

     Interest expense for the quarter ended March 31, 2001 was $268,000 compared
to $345,000 for the same period last year,  a decrease of $77,000 or 22.3%.  The
reduction  in  interest  expense  is a result  of  lower  interest  rates  and a
reduction of long-term debt.
<PAGE>


     Income tax expense for the three  months  ended March 31, 2001 was $361,000
compared to $76,000  for the same  period last year,  an increase of $285,000 or
373.0%. The increase in income tax expense is due to a higher effective tax rate
resulting from the  utilization of deferred tax benefits in prior years.  Income
tax expense for the current year and future  years will  increase if the Company
remains profitable.


Liquidity and Capital Resources

     The collective  bargaining  agreement  between the Writers Guild of America
and the Alliance of Motion  Picture and Television  Producers (a  multi-employer
bargaining  group)  expired  on or  about  May 1,  2001.  To date,  a  tentative
agreement  has  been  reached  by the  Writers  Guild  and  the  Producers.  The
three-year  agreement must still be ratified by the members. If the agreement is
not ratified and a strike occurs, depending on the length of time, the Company's
cash flow and revenues could be adversely affected.

     The collective bargaining agreement between the Screen Actors Guild and the
Alliance of Motion Picture and Television Producers is due to expire on or about
June 30, 2001.  Negotiations to renew the agreement are underway as of May 2001.
There  have  been a number  of public  reports  indicating  that a strike by the
Screen  Actors  Guild is a  possibility  in 2001.  A strike by the  unions  that
provide  personnel  essential to the production of motion pictures or television
programs could delay or halt the Company's ongoing  post-production  services to
those productions.  Such a halt or delay, depending on the length of time, could
adversely affect the Company's cash flow and revenues.

     The Company and its  subsidiaries are operating under a loan agreement with
The CIT  Group/Credit  Finance that expires  August 3, 2001.  The maximum credit
under the agreement is $9 million. The loan agreement contains automatic renewal
provisions for successive terms of two years thereafter  unless terminated as of
August 3, 2001 or as of the end of any  renewal  term by either  party by giving
the other party at least 60 days written notice. The outstanding  balance of all
borrowings under this agreement was $1,695,000 at March 31, 2001.

     The Company has had discussions and received  financing  proposals from The
CIT Group/Credit  Finance and other qualified lenders  regarding  increasing the
loan commitments  available to the Company.  The Company believes it will obtain
acceptable  additional  financing  prior to the  expiration  of the  current CIT
Group/Credit Finance loan agreement.

     During the years ended  December 31, 2000 and December 31, 1999 the Company
entered into capital lease  obligations of  approximately  $2.1 million and $8.0
million  respectively with various lenders in connection with the acquisition of
equipment.  The  capital  leases  are for  terms  of up to 60  months,  at fixed
interest rates ranging from 7.5% to 9.75%.  The  obligations  are secured by the
equipment that was financed.  The equipment was acquired to expand the Company's
capabilities and to support the increasing demand for the Company's services.

     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  capital  requirements  for fiscal 2001.
The  possibility  of the strikes  discussed  above may impact the Company's cash
flow.


Seasonality and Variation of Quarterly Results

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










<PAGE>


Item 3. Quantitative and Qualitative Disclosures about Market Risk

     Derivative Instruments. The Company does not invest, and during the quarter
ended March 31, 2001 did not invest, in market risk sensitive instruments.

     Market Risk.  The Company's  market risk exposure with respect to financial
instruments is to changes in the "prime rate" in the United States.  The Company
had  borrowings  of  $1,695,000  at March 31, 2001 under a term loan  (discussed
above)  and may  borrow  up to $3.6  million  under a  revolving  loan.  Amounts
outstanding  under the term loan and revolving  credit facility bear interest at
the bank's prime rate plus 1%.



Part II.  Other Information

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits
              None

(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
                                             (Registrant)


     Dated:  May 14, 2001          /s/  James R. Parks
                                   --------------------
                                   James R. Parks
                                   Chief Executive Officer





     Dated:  May 14, 2001          /s/ Robert McClain
                                   ------------------
                                   Robert McClain
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)