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, 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, 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, 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 Income (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
           and Results of Operations                                         7

Item 3.    Quantitative and Qualitative Disclosures about Market Risk        10

Part II.   Other Information

Item 6.    Exhibits and Reports on Form 8-K                                  11

           Signatures                                                        12



<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,
                                                                                           2002                2001
                                                                                      ----------------    ---------------

<S>                                                                                <C>                 <C>
Assets

Current Assets:
   Cash and cash equivalents                                                       $        7,790,069  $       6,989,781
   Receivables, net of allowance for doubtful accounts                                      3,226,887          3,803,652
   Other current assets                                                                     1,186,783          1,329,817
                                                                                      ----------------    ---------------

     Total Current Assets                                                                  12,203,739         12,123,250

Net property  and equipment, at cost                                                       18,769,487         19,204,407
Other assets                                                                                  185,346            200,531

                                                                                      ----------------    ---------------
   Total Assets                                                                    $       31,158,572  $      31,528,188
                                                                                      ================    ===============

Liabilities and Stockholders' Equity

Current Liabilities:
   Current installments of notes payable to bank and long-term debt                $        3,735,458  $       3,738,680
   Other current liabilities                                                                2,449,916          2,275,160
                                                                                      ----------------    ---------------

     Total Current Liabilities                                                              6,185,374          6,013,840

Notes payable to bank and long-term debt, less current installments                         6,944,227          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 7,104,595 and 8,004,795 shares at March 31, 2002 and
   December 31, 2001, respectively                                                                710                800
Additional paid-in capital                                                                 18,096,851         20,363,901
Accumulated deficit                                                                          (68,590)          (461,440)
Treasury stock, at cost: 900,200 shares                                                           ---        (2,267,140)
                                                                                      ----------------    ---------------
                                                                                      ----------------    ---------------

   Net Stockholders' Equity                                                                18,028,971         17,636,121
                                                                                      ----------------    ---------------

   Total Liabilities and Stockholders' Equity                                      $       31,158,572  $      31,528,188
                                                                                      ================    ===============
</TABLE>



See accompanying notes to the condensed consolidated financial statements.



<PAGE>


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


<TABLE>
<CAPTION>


                                                                                            Three Months Ended
                                                                                                March 31,
                                                                                    -----------------------------------
                                                                                         2002               2001
                                                                                    ---------------    ----------------

<S>                                                                            <C>                  <C>
   Revenues                                                                    $         7,989,218  $        9,927,190
   Operating costs
     Direct costs                                                                        4,797,443           5,799,310
     Depreciation and amortization                                                       1,142,255             998,233
                                                                                    ---------------    ----------------
       Total operating costs                                                             5,939,698           6,797,543
                                                                                    ---------------    ----------------
         Gross profit                                                                    2,049,520           3,129,647
   Selling, general and administrative
       and other expenses                                                                1,199,918           1,205,615
                                                                                    ---------------    ----------------
         Income from operations                                                            849,602           1,924,032

   Interest expense                                                                        225,530             267,918
   Other income                                                                             30,988              76,791
                                                                                    ---------------    ----------------
         Income before income taxes                                                        655,060           1,732,905

   Provision for income taxes                                                              262,210             361,409
                                                                                    ---------------    ----------------
         Net income                                                            $           392,850  $        1,371,496
                                                                                    ===============    ================



   Net income per share (basic)                                                $              0.06  $             0.18
                                                                                    ===============    ================

   Net income per share (diluted)                                              $              0.06  $             0.17
                                                                                    ===============    ================

   Weighted average shares outstanding (basic)                                           7,104,595           7,751,295
                                                                                    ===============    ================

   Weighted average shares outstanding (diluted)                                         7,127,528           7,919,147
                                                                                    ===============    ================
</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,
                                                                           ------------------------------------------
                                                                                  2002                   2001
<S>                                                                    <C>                     <C>
    Cash flows from operating activities:
      Net income                                                       $              392,850  $           1,371,496
      Adjustments to reconcile net income to net cash
        provided by operating activities:
          Depreciation and amortization                                             1,142,255                998,233
          Gain on sale of property and equipment                                          ---                (4,800)
          Provision (recovery) for doubtful accounts receivable                      (70,885)                 99,272
          Change in assets and liabilities:
             Decrease (increase) in:
              Receivables                                                             647,649                224,527
              Other current assets                                                    143,034               (67,804)
              Other assets                                                             15,185               (16,663)
              Other current liabilities                                               174,756                690,940
                                                                           -------------------    -------------------
    Net cash provided by operating activities                                       2,444,844              3,295,201
                                                                           ===================    ===================

    Cash flows from investing activities:
      Purchases of property and equipment                                           (707,334)              (684,800)
      Net proceeds from disposal of property and equipment                                ---                 73,100
                                                                           -------------------    -------------------
              Net cash used in investing activities                                 (707,334)              (611,700)
                                                                           ===================    ===================

    Cash flows from financing activities:
      Net repayment of notes payable to bank and long-term debt                     (937,222)              (204,614)
                                                                           -------------------    -------------------
                                                                           -------------------    -------------------
              Net cash used in financing activities                                 (937,222)              (204,614)
                                                                           ===================    ===================

              Net increase in cash and cash equivalents                               800,288              2,478,887
    Cash and cash equivalents at beginning of period                                6,989,781              4,527,042
                                                                           -------------------    -------------------
    Cash and cash equivalents at end of period                         $            7,790,069  $           7,005,929
                                                                           ===================    ===================
</TABLE>



See accompanying notes to the 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, 2002 and December 31, 2001 and the results of operations  and cash flows for
the three month periods ended March 31, 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  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 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.

     The  reconciliation  of basic and  diluted  weighted  average  shares is as
follows:
<TABLE>
<CAPTION>

                                                                      Three Months Ended March 31,
                                                                   ------------------------------------
                                                                        2002                2001
                                                                   ----------------    ----------------

<S>                                                            <C>                  <C>
   Net income                                                  $           392,850  $        1,371,496
                                                                   ----------------    ----------------

   Weighted average shares used in basic computation                     7,104,595           7,751,295
   Dilutive stock options and warrants                                      22,933             167,852
                                                                   ----------------    ----------------
   Weighted average shares used in diluted computation                   7,127,528           7,919,147
                                                                   ================    ================

   Income per common share:
   Basic                                                       $              0.06  $             0.18
   Diluted                                                     $              0.06  $             0.17
</TABLE>

     Options to purchase  shares of common stock at exercise prices ranging from
$2.50 to $5.25 per share were  outstanding  at March 31,  2002 and 2001,  in the
amounts of 458,150  and  223,150,  respectively,  but were not  included  in the
computation  of diluted  earnings per share  because the  exercise  price of the
options was greater that the average market price of a common share.

(3)      Income Taxes

     For the three months ended March 31,  2002,  federal  income tax expense of
$223,000 and state income tax of $39,000 was recognized.  Income tax expense for
the quarter ended March 31, 2002 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.


<PAGE>


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  and  anticipates  that the  adoption  of this
pronouncement  will have no 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 has adopted Statement No.
144  effective  January 1, 2002.  Management  does not  expect the  adoption  of
Statement  No.  144 to  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  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, the ability to meet cash and capital investment requirements,  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 under the  circumstances.  However,
actual  results and  financial  condition  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:

o        Depreciation and amortization of property and equipment

o        Valuation of long-lived assets

o        Accounting for income taxes



<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 life
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 its 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:

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

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

o        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 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  allowance  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 quarter ended March 31, 2002 decreased to $7,989,000  from
$9,927,000 for the same period last year, a decrease of $1,938,000 or 19.5%. 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 the associated  corporate cost
cutting;  the continuing trend of reality  programming  which uses little of the
Company's services; and the fact that there were fewer movies for television and
fewer  theatrical  releases.  The  Company  anticipates  that these  trends will
continue through the second quarter of 2002.

     Operating costs for the quarter ended March 31, 2002 were $5,940,000 versus
$6,798,000 for the same period last year, a decrease of $858,000 or 12.6%.  Most
operating  costs  decreased  due  to  the  reduction  in  revenues.  There  were
significant  decreases in the following  operating costs:  labor costs, bad debt
expense, tape stock and outside services.  Labor costs decreased $509,000 due to
the fewer number of employees. The Company decreased usage of seasonal employees
and closed its Burbank,  California facility in June 2001.  Additionally,  there
was a reduction in overtime wages.  The decrease in bad debt expense of $170,000
is due to improved  collections.  Tape stock expense  decreased by $153,000 as a
result of decreased  revenues.  The  decrease in outside  services of $84,000 is
primarily the result of a decrease in the use of digital transmission related to
work  performed  by  customers  in  remote  locations.  Total  operating  costs,
including  depreciation  and  amortization,  as a percentage of revenues for the
three  months ended March 31, 2002 were 74.3%  compared  with 68.5% for the same
year-ago period.


<PAGE>


     For the quarter ended March 31, 2002,  the Company  recorded a gross profit
of $2,050,000  compared to a gross profit of $3,130,000 for the same period last
year,  a decrease of  $1,080,000  or 34.5%.  The decrease in gross profit is the
result of decreased sales volume partially offset by decreased  operating costs,
which are discussed above. Gross profit for the quarter ended March 31, 2002, as
a  percentage  of revenues  was 25.7%  compared  to 31.5% for the same  year-ago
period.  The decrease is a result of  decreased  revenues,  as discussed  above,
which were partially offset by decreased operating costs.

     Selling,  general and  administrative  expenses  ("SG&A  expenses") for the
three months ended March 31, 2002 were $1,200,000 compared to $1,206,000 for the
same period last year,  a decrease of $6,000 or less than 1.0%.  The decrease in
SG&A  expenses  is  primarily  attributable  to a decrease  in  advertising  and
promotion costs of $19,000 and a decrease in  professional  services of $49,000,
primarily  due to lower legal fees.  The decrease in SG&A expenses was partially
offset by the increase in wages for non-operations staff of $66,000.

     Interest expense for the quarter ended March 31, 2002 was $226,000 compared
to $268,000 for the same period last year,  a decrease of $42,000 or 15.8%.  The
reduction  in  interest  expense is  primarily  due to lower  interest  rates on
borrowings and a reduction in long-term debt.

     Income tax expense for the three  months  ended March 31, 2002 was $262,000
compared  to $361,000  for the same  period last year,  a decrease of $99,000 or
27.4%. The decrease in income tax expense is due to decreased income,  offset by
a  higher  effective  tax  rate in 2002 as a result  of the  elimination  of the
valuation  allowance in the prior year.  The  effective  tax rate in the quarter
ended  March  31,  2002 was 40%,  which is the  estimated  tax rate for the full
fiscal year.


Liquidity and Capital Resources

     As of March 31, 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 $11.0 million.  The facility provides for
borrowings  of up to $6.0  million  under a revolving  loan and $5.0  million in
equipment term loans. There was no outstanding  balance under the revolving loan
at March 31, 2002. The equipment term loans had a combined  outstanding  balance
of $4.6 million at March 31, 2002.  The revolving  loan and the  equipment  term
loans are payable  monthly and bear  interest  at the 30-day  dealer  commercial
paper rate plus 2.20% to 2.65%.  The  revolving  loan is for a one-year term and
can be renewed  annually.  The equipment term loans are for a five-year term. As
of March 31, 2002, the Company had outstanding equipment loans and capital lease
obligations of approximately  $10.7 million with various lenders  (including the
$4.6 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 7.5% to 12.75% and the  equipment  term
loans,  as discussed  above,  bear  interest at a variable  interest  rate.  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 March 31, 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 $2.6 million at March 31,
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
fiscal 2002.

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

     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 the extinguishment of debt.






<PAGE>


     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 calender-year  enterprises),  with early adoption
of the provisions related to the rescission of Statement No. 4 encouraged.  Upon
adoption,  enterprises  must reclassify  prior period items that do not meet the
extraordinary item  classification  criteria in Opinion No. 30. The Company does
not  expect  that SFAS No.  145 will  have a  material  impact on its  financial
statements.


Other

     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.

     In April 2002, the Great American Food Corporation, formerly known as Laser
Edit East Inc., an insolvent  subsidiary  of the Company,  received a collection
notice from the New York State  Department  of Taxation and Finance.  The notice
assessed an outstanding tax liability of $187,565 adding statutory  interest and
penalties  of  $491,365  bring the total  liability  to  $678,930.  This tax was
assessed  for the  periods  March 1, 1989 to August 31, 1991 and June 1, 1992 to
May 31,  1994.  When the tax was  originally  assessed,  Laser Edit  East,  Inc.
appealed the assessment. The appeal was denied and a determination was issued in
June 1997. At that time,  Laser Edit East,  Inc. was insolvent.  Counsel advised
the Company at that time that Laser-Pacific  Media Corp. would not be liable for
the  assessment on its insolvent  subsidiary.  In April 2002,  the Company again
consulted  with counsel when the notice was received.  Counsel has again advised
that  Laser-Pacific  Media Corp. would not be held responsible for the liability
of an insolvent subsidiary. The Company believes that it will not be required to
pay the assessment.  However, the Company has recorded the $678,930 liability in
its consolidated financial statements.  If the Company is ultimately required to
pay the assessment the Company has sufficient liquidity to make the payment.


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.


Item 3. Quantitative and Qualitative Disclosures about Market Risk

     Derivative Instruments. The Company does not invest, and during the quarter
ended March 31, 2002 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 "30-day dealer  commercial  paper rate" in the
United  States.  The Company had  borrowings  of $4.6  million at March 31, 2002
under term loans  (discussed  above) and may borrow up to $6.0  million  under a
revolving loan.  Amounts  outstanding  under the 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 $44,000.






<PAGE>


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



  Dated:  May 20, 2002         /s/ James R. Parks
                                   --------------------
                                   James R. Parks
                                   Chief Executive Officer





  Dated:  May 20, 2002         /s/ Robert McClain
                                   ------------------
                                   Robert McClain
                                   Chief Financial Officer
                                  (Principal Financial and Accounting Officer)