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, 2003
                                       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 0-16323

                         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

As of April 30, 2003,  7,101,295 shares of the registrant's Common Stock, $.0001
par value per share, were outstanding.

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). Yes ___ No _X_





<PAGE>


                         LASER-PACIFIC MEDIA CORPORATION
                                AND SUBSIDIARIES

                                Table of Contents



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

Item 1. Condensed Consolidated Financial Statements                           3

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

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

Item 3.   Quantitative and Qualitative Disclosures about Market Risk         13

Item 4.   Controls and Procedures                                            14

Part II.  Other Information

Item 6.   Exhibits and Reports on Form 8-K                                   14

          Signatures                                                         15

          Certifications                                                     16



<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,
                                                                                     2003               2002
                                                                                ---------------    ----------------
Assets

Current Assets:
<S>                                                                       <C>                   <C>
   Cash and cash equivalents                                              $          7,690,677  $        6,682,395
   Receivables, net of allowance for doubtful accounts                               4,377,274           4,835,360
   Other current assets                                                              1,418,375           1,405,772
                                                                                ---------------    ----------------

     Total Current Assets                                                           13,486,326          12,923,527

Net property and equipment, at cost                                                 21,219,580          21,187,713
Other assets                                                                           185,254             188,579
                                                                                ---------------    ----------------
   Total Assets                                                           $         34,891,160  $       34,299,819
                                                                                ===============    ================

Liabilities and Stockholders' Equity

Current Liabilities:
   Current installments of notes payable to bank and long-term debt       $          3,390,215  $        3,528,407
   Other current liabilities                                                         3,613,441           2,718,814
                                                                                ---------------    ----------------

     Total Current Liabilities                                                       7,003,656           6,247,221

Deferred tax liabilities                                                               829,058             829,058
Notes payable to bank and long-term debt, less current installments                  7,594,626           8,415,453

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 and outstanding 7,101,295                                                        710                 710
Additional paid-in capital                                                          18,089,063          18,089,063
Retained earnings                                                                    1,374,047             718,314
                                                                                ---------------    ----------------

   Net Stockholders' Equity                                                         19,463,820          18,808,087
                                                                                ---------------    ----------------

   Total Liabilities and Stockholders' Equity                                $      34,891,160  $       34,299,819
                                                                                ===============    ================

</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
                                                                                                March 31,
                                                                                    -----------------------------------
                                                                                         2003               2002
                                                                                    ---------------    ----------------

   <S>                                                                         <C>                  <C>
   Revenues                                                                    $         9,794,754  $        7,989,218
   Operating costs:
     Direct                                                                              5,788,401           4,797,443
     Depreciation                                                                        1,293,649           1,142,255
                                                                                    ---------------    ----------------
       Total operating costs                                                             7,082,050           5,939,698
                                                                                    ---------------    ----------------
         Gross profit                                                                    2,712,704           2,049,520
   Selling, general and administrative
       expenses                                                                          1,449,539           1,199,918
                                                                                    ---------------    ----------------
         Income from operations                                                          1,263,165             849,602

   Interest expense                                                                        189,866             225,530
   Other income                                                                             19,899              30,988
                                                                                    ---------------    ----------------
         Income before income taxes                                                      1,093,198             655,060

   Provision for income taxes                                                              437,465             262,210
                                                                                    ---------------    ----------------
         Net income                                                            $           655,733  $          392,850
                                                                                    ===============    ================



   Net income per share (basic)                                                $              0.09  $             0.06
                                                                                    ===============    ================

   Net income per share (diluted)                                              $              0.09  $             0.06
                                                                                    ===============    ================

   Weighted average shares outstanding (basic)                                           7,101,295           7,104,595
                                                                                    ===============    ================

   Weighted average shares outstanding (diluted)                                         7,115,653           7,127,528
                                                                                    ===============    ================


</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,
                                                                           ------------------------------------------
                                                                                  2003                   2002
                                                                           -------------------    -------------------
    Cash flows from operating activities:
     <S>                                                               <C>                     <C>
      Net income                                                       $              655,733  $             392,850
      Adjustments to reconcile net income to net cash
        provided by operating activities:
          Depreciation of property and equipment                                    1,293,649              1,142,255
          Gain on sale of property and equipment                                      (1,185)                     --
          Provision (recovery) for doubtful accounts receivable                        50,000               (70,885)
          Change in assets and liabilities:
              Receivables                                                             408,085                647,649
              Other current assets                                                   (12,603)                143,034
              Other assets                                                              3,325                 15,185
              Other current liabilities                                               894,627                174,756
                                                                           -------------------    -------------------
    Net cash provided by operating activities                                       3,291,631              2,444,844
                                                                           ===================    ===================

    Cash flows from investing activities:
      Purchases of property and equipment                                         (1,341,798)              (707,334)
      Net proceeds from disposal of property and equipment                             17,468                     --
                                                                           -------------------    -------------------
              Net cash used in investing activities                               (1,324,330)              (707,334)
                                                                           ===================    ===================

    Cash flows from financing activities:
      Net repayment of notes payable to bank and long-term debt                     (959,019)              (937,222)
                                                                           -------------------    -------------------
              Net cash used in financing activities                                 (959,019)              (937,222)
                                                                           ===================    ===================

              Net increase in cash and cash equivalents                             1,008,282                800,288
    Cash and cash equivalents at beginning of period                                6,682,395              6,989,781
                                                                           -------------------    -------------------
    Cash and cash equivalents at end of period                         $            7,690,677  $           7,790,069
                                                                           ===================    ===================

</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, 2003 and December 31, 2002 and the results of operations  and cash flows for
the three month periods ended March 31, 2003 and 2002. 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,
                                                                                  ------------------------------------
                                                                                       2003                2002
                                                                                  ----------------    ----------------

   <S>                                                                        <C>                  <C>
   Net income                                                                 $           655,733  $          392,850
                                                                                  ----------------    ----------------

   Shares:
   Weighted average shares used in basic computation                                    7,101,295           7,104,595
   Dilutive stock options                                                                  14,358              22,933
                                                                                  ----------------    ----------------
   Weighted average shares used in diluted computation                                  7,115,653           7,127,528
                                                                                  ================    ================

   Net income per common share:
   Basic                                                                      $              0.09  $             0.06
   Diluted                                                                    $              0.09  $             0.06

</TABLE>

     Options to purchase  shares of common stock at prices ranging from $1.78 to
$5.25 per share were  outstanding  for the three month  periods  ended March 31,
2003 and 2002 in the  amount  of  457,000  and  458,150,  respectively  were not
included in the  computation of diluted  earnings per share because the exercise
price of the  options  was greater  than the  average  market  price of a common
share.

(3)  Income Taxes

     For the three months ended March 31,  2003,  federal  income tax expense of
$372,000  and state income tax of $65,000 was  recorded.  Income tax expense for
the quarter ended March 31, 2003 was computed using the estimated  effective tax
rate to apply  for all of 2003.  The  rate is  subject  to  ongoing  review  and
evaluation by management.



<PAGE>


(4)  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.


(5)  Stock-based Compensation and Other Option Grants

     Pro Forma Information

     The Company has adopted the disclosure-only  provisions of SFAS No. 123 and
148.  Accordingly,  for the stock options  granted to employees no  compensation
cost has been recognized in the accompanying  consolidated  statements of income
because the exercise  price equaled or exceeded the fair value of the underlying
Common Stock at the date of grant.  No stock  options  were  granted  during the
quarter ended March 31, 2003. Stock options generally vest at the date of grant.
Had compensation  cost for the Company's stock options granted to employees been
determined  based upon the fair  value at the grant  date for awards  consistent
with SFAS No. 123, the Company's  recorded and pro forma net income and earnings
per share for the three  months ended March 31, 2003 and 2002 would have been as
follows:

<TABLE>
<CAPTION>
                                                                                 Three Months Ended March 31,
                                                                             --------------------------------------
                                                                                  2003                 2002
                                                                             ----------------    ------------------
                                                                             ----------------
      Net income (loss):
      <S>                                                                  <C>                <C>
           As reported                                                     $        655,733   $         392,850
           Less:  compensation  expense  assuming  fair value
           methodology of options for all awards granted,  net
           of related income taxes                                                      ---            (468,300)
                                                                             ----------------    ------------------
           Pro forma                                                       $        655,733  $          (75,450)
                                                                             ================    ==================

      Basic net income (loss) per share:
           As reported                                                     $           0.09   $            0.06
           Pro forma                                                                   0.09               (0.01)
                                                                             ================    ==================

      Diluted net income (loss) per share:
           As reported                                                     $           0.09   $            0.06
           Pro forma                                                                   0.09               (0.01)
                                                                             ================    ==================

</TABLE>


     Fair value of Common Stock  options is estimated at the date of grant using
     a Black-Scholes  option-pricing  model with the following  weighted average
     assumptions:

                                                2003                 2002
                                          -----------------    ----------------

     Expected life (in years)                    --                   10.00
     Risk-free interest rate                     --                    1.57
     Volatility                                  --                   0.987
     Dividend yield                              --                    --
     Fair value - grant date                     --                    2.23


     The  Black-Scholes   option  valuation  model  was  developed  for  use  in
     estimating   the  fair  value  of  traded  options  that  have  no  vesting
     restrictions  and are fully  transferable.  In addition,  option  valuation
     models require the input of highly  subjective  assumptions,  including the
     expected  stock  price  volatility.  Because  the  Company's  options  have
     characteristics  significantly  different from those of traded options, and
     because changes in the subjective input  assumptions can materially  affect
     the fair value estimate, in the opinion of management,  the existing models
     do not  necessarily  provide a reliable single measure of the fair value of
     its options.



<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 (the "Securities Act") and Section 21E of the Securities Exchange Act of
1934, as amended (the  "Exchange  Act"),  and fall under the safe harbor.  These
forward-looking  statements are usually  preceded by one or a combination of the
following  words:  "believes,"  "anticipates,"  "plans,"  "may," "hopes," "can,"
"will," "expects," "estimates," "continues," "with the intent," and "potential."
However,  if a  forward-looking  statement is not preceded by one of these words
that  does  not  mean  that  it is  not a  forward-looking  statement.  Specific
instances of forward-looking  statements that exist in the below section of this
document  include  the  Company's  expectation  that sales in its  Pacific  Film
Laboratories  will  continue  to  decrease  and the  impact  of  labor  contract
negotiations with its unions. In all cases where a forward-looking  statement is
identified, the actual results of operations 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. Examples of risk factors include:
a change in the television industry's attitude towards the use of film; a strike
that could occur if labor  negotiations were to be unsuccessful;  the amount and
nature of any lawsuit  that could be filed  against the Company;  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,
including  those  disclosed in this report and the Company's other reports filed
with the Securities and Exchange  Commission  ("SEC"),  many of which are beyond
the control of the Company. Readers are cautioned not to place undue reliance on
these  forward-looking  statements,  which speak only as of the date hereof. The
Company undertakes no obligation to publish revised  forward-looking  statements
to reflect  events or  circumstances  after the date  hereof or to  reflect  the
occurrence of unanticipated events.

Results of Operations

     Revenues for the quarter ended March 31, 2003 increased to $9,795,000  from
$7,989,000  for the same period last year,  an increase of  $1,806,000 or 22.6%.
The increase in revenues is primarily  attributable to an increase in the number
of feature  films for which the company  provided  services.  The  Company  also
believes that an  improvement in the economic  environment in the  entertainment
and advertising sectors contributed to the increase in revenues. The increase in
total revenues was partially  offset by decreases in sound  services  revenue of
$135,000 and film processing revenue of $152,000, discussed below.

     Film processing  revenues for the quarter ended March 31, 2003 decreased to
$421,000  from $573,000 for the same period last year, a decrease of $152,000 or
26.6%. The decrease is primarily due to the Company's  clients utilizing formats
that require a lower volume of film processing.  Specifically, for the 2002-2003
television  broadcast season,  the majority of the situation  comedies for which
the Company performs services are being produced on videotape.  In the five-year
period  from 1998 to 2002,  film  processing  revenues  have  dropped  from $3.3
million in 1998 to $1.6  million in 2002,  a decrease of $1.7  million or 51.5%.
Film  processing  was 10.9% of total  revenues  in 1998,  as compared to 4.9% of
total revenues in 2002, and 7.2% and 4.2% of total revenues in the first quarter
of 2002 and 2003,  respectively.  This is discussed  in greater  detail below in
Matters Affecting Operations.

     Operating costs for the quarter ended March 31, 2003 were $7,082,000 versus
$5,940,000  for the same period last year,  an increase of  $1,142,000 or 19.2%.
The increase in operating costs is consistent with the increase in revenues. The
increase in operating  costs was  primarily the result of increases in wages and
salaries,  videotape stock expense, and depreciation expense. Increases in wages
and salaries of $430,000 and videotape  stock expense of $205,000 were primarily
the  result  of the  overall  increase  in  demand  for the  Company's  services
discussed  above.  The increase in  depreciation  expense of $151,000 was due to
depreciation  related to equipment  purchases.  For the quarter  ended March 31,
2003,  bad debt expense was $50,000  compared to a bad debt  recovery of $71,000
related to specific collections of previously written off receivables during the
same period in the prior year. Total operating costs, including depreciation, as
a  percentage  of revenues  for the three months ended March 31, 2003 were 72.3%
compared with 74.3% for the same year-ago period.



<PAGE>


     For the quarter ended March 31, 2003,  the Company  recorded a gross profit
of $2,713,000  compared to a gross profit of $2,050,000 for the same period last
year,  an increase of $663,000  or 32.4%.  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, 2003, as
a percentage of total revenues was 27.7% compared to 25.7% for the same year-ago
period.

     Selling,  general and  administrative  expenses  ("SG&A  expenses") for the
three months ended March 31, 2003 were $1,450,000 compared to $1,200,000 for the
same period last year,  an increase of $250,000 or 20.8%.  The  increase in SG&A
expenses is primarily  due to increases  in  professional  services of $165,000,
wages and  salaries of $52,000,  and computer  software and related  services of
$20,000.  The  increase  in  professional  services is  primarily  the result of
increased  audit and attorney fees as a result of  requirements  and regulations
associated  with the  Sarbanes-Oxley  Act of 2002 and increased  labor  attorney
fees.  The increase in wages and salaries is primarily the result of an increase
in the number of  employees  and  increases  in wages.  Expenses  related to new
accounting and financial  reporting computer software increased due to training,
maintenance, and data conversion.

     Interest expense for the quarter ended March 31, 2003 was $190,000 compared
to $226,000 for the same period last year,  a decrease of $36,000 or 15.8%.  The
reduction in interest expense is due to lower interest rates on borrowings.

     Income tax expense for the three  months  ended March 31, 2003 was $437,000
compared to $262,000  for the same period last year,  an increase of $175,000 or
66.8%.  The  increase  in income tax  expense is due to an  increase  in taxable
income. The Company's effective tax rate was 40% for both periods.

Matters Affecting Operations

     Some producers of television  programs are  increasingly  choosing to shoot
their programs on videotape.  The dollar amount of the decreases in this line of
service  since 1998 are discussed in more detail under  "Results of  Operations"
above. There has been an increase in the number of television  programs choosing
to shoot on videotape in the past two television seasons. The primary reason for
this change is the producers desire for cost savings.  The majority of situation
comedies  are now  shot on  videotape  and the  company  expects  this  trend to
continue for the foreseeable  future. The majority of dramatic programs continue
to be shot on film.  Management  believes that  producers  find the qualities of
film preferable to videotape for dramatic programs. A continuation and expansion
of the trend of shooting television programs on videotape rather than film would
result in a further  decrease  in demand for  services  offered by Pacific  Film
Laboratories  and would likely also reduce revenues from telecine for television
programs.

     On January  23,  2003,  eleven of the  Company's  Pacific  Film  Laboratory
employees  voted to be  represented by I.A.T.S.E.  Local 683 ("Local 683").  The
Company is  currently  in  contract  negotiations  with Local 683.  The  Company
believes that the  unionization  of the  employees at Pacific Film  Laboratories
will not  materially  adversely  affect the  Company's  results of operations or
financial condition.

     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.  The Company  estimates that, as of March 31, 2003, the current
principal  balance   outstanding  on  the  lease  obligation  was  approximately
$155,000.

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.  Since the  majority  of the  Company's  business  is
derived from  programs  aired on primetime  television,  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 are
at their highest. Revenues have historically been substantially lower during the
second and third quarters.


<PAGE>


Liquidity and Capital Resources

     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  projected  operating  and  capital
requirements for the next twelve months.  However, should sales decrease due to:
changes  in market  conditions,  changes  in the  industry's  acceptance  of the
Company and the services that it provides,  changes in laws, or other  potential
industry-wide  problems,  the potential consequences could materially affect the
Company's cash flows and liquidity.  Additionally, should the Company not comply
with the  debt  covenants  related  to its  equipment  leases  or other  lending
agreements,  the  Company  could be  forced to reduce  its debt  obligations  or
re-negotiate its lending agreements.

     The Company and its subsidiaries are operating under a credit facility with
Merrill Lynch  Business  Financial  Services Inc. The maximum  credit  available
under the facility is $13.5 million.  The facility provides for borrowings of up
to $6.0 million under a revolving loan and $7.5 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 March 31,  2003.  As of March  31,  2003,  the  outstanding
borrowing  under the facility in the form of term loans was $5.9 million;  there
was no borrowing under the revolving credit facility. The revolving loan expires
on May 31, 2003 and may be renewed  annually.  The Merrill Lynch  equipment term
loans expire from June 2006 through  December 2007. The equipment term loans are
payable monthly.

     In addition to the above, as of March 31, 2003, the Company had outstanding
capital  lease   obligations   relating  to  the  acquisition  of  equipment  of
approximately  $5.1 million with various other lenders.  The obligations are for
terms of up to 60 months at  interest  rates  ranging  from 5.25% to 9.75%.  The
obligations  are  secured  by the  equipment  financed.  The  Company  also  had
obligations under operating leases relating to its facilities of $2.3 million at
March 31, 2003.

Discussion of Cash Flows

     Net cash provided by operating  activities in the first quarter of 2003 was
$3,292,000  compared to  $2,445,000 in the first quarter of 2002, an increase of
$847,000 or 34.6%. The increase in cash provided by operating  activities during
the first  quarter  of 2003 was  primarily  due to  increases  in net  income of
$263,000,  accounts  payable of $357,000,  and income taxes payable of $461,000.
These increases were partially  offset by a decrease in net accounts  receivable
of $240,000  primarily  due to the  reduction  in the  Company's  allowance  for
doubtful accounts that occurred in 2002.

     Net cash used in  investing  activities  in the first  quarter  of 2003 was
$1,324,000  compared to $707,000 for the same  year-ago  period,  an increase of
$617,000  or 87.2%.  The  increase  in cash  used in  investing  activities  was
primarily due to an increase in purchases of property and equipment.

     Net cash used in  financing  activities  in the first  quarter  of 2003 was
$959,000  compared  to $937,000  for the same  year-ago  period,  an increase of
$22,000 or 2.3%. The increase in cash used in financing activities was primarily
due to increased principal payments made by the Company to its lenders.

     As a result of the above  factors,  the Company  recorded a net increase in
cash and cash equivalents in the first quarter of 2003 of $1,008,000 compared to
a net increase of $800,000 for the same year-ago period.

Critical Accounting Policies

         The Company's critical accounting policies are as follows:

         -  Depreciation of property and equipment,

         -  Valuation of long-lived assets,

         -  Valuation of deferred tax assets, and

         -  Valuation of accounts receivable.


<PAGE>


Depreciation of Property and Equipment

     The Company  depreciates  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  designated by management to the various types of assets  specified  below
are as follows:


-------------------------------- -----------------------------------------------
      Type of Asset                            Useful Life
-------------------------------- -----------------------------------------------
Automobiles                       4 years
-------------------------------- -----------------------------------------------
Furniture and fixtures            5 years
-------------------------------- -----------------------------------------------
Technical equipment               7 years
-------------------------------- -----------------------------------------------
Building improvements            10 years
-------------------------------- -----------------------------------------------
Buildings                        30 years
-------------------------------- -----------------------------------------------
Leasehold improvements           Remaining life of lease (including option
                                 periods in which the Company will incur a
                                 penalty for non-renewal) or 10 years,
                                 whichever is shorter.
-------------------------------- -----------------------------------------------

     In  addition,  replacement  parts  costing  in excess of $5,000  related to
technical  equipment  are amortized  over 18 months.  Should the useful lives of
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  management  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 of  identifiable  assets 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; and

        - The impact of significant negative industry, technological 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 a material change in the reported  results
could occur.

Valuation of Deferred Tax Assets

     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 operates,  and any significant  changes in the tax laws. As of March
31,  2003,  the Company  believes  that the  benefits of deferred  tax assets of
$556,000 will be realized.



<PAGE>


Valuation of Accounts Receivable

       The Company periodically assesses its accounts receivable balance and
records an allowance for bad debts 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. Management's
judgment is required to determine an appropriate estimate for the bad debts
allowance and reflects management's best estimate of the amount of uncollectable
trade receivables. The bad debts allowance is determined considering the
following criteria: delinquency of individual accounts, collection history of
specific customers, and the ability of clients to make payments. As of March 31,
2003, the allowance for bad debts was $808,000 and trade receivables totaled
$5.2 million. Changes in the financial condition of the Company's customers, the
Company or other business conditions could affect the adequacy of the Company's
allowance.

Recent Accounting Pronouncements

Accounting for Costs Associated with Exit or Disposal Activities

     In June 2002,  the FASB  issued  Statement  No. 146,  Accounting  for Costs
Associated  with  Exit or  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  prospectively  for exit or
disposal activities  initiated after December 31, 2002.  Management believes the
adoption  of  Statement  No.  146 did  not  have  any  impact  on the  Company's
consolidated financial statements.

Accounting for Stock-Based Compensation


     On  December  31,  2002,  the FASB  issued  SFAS No.  148,  Accounting  for
Stock-Based  Compensation-Transition  and Disclosure ("SFAS 148"),  which amends
SFAS No. 123,  Accounting for Stock-Based  Compensation  ("SFAS 123").  SFAS 148
amends the disclosure requirements in SFAS 123 for stock-based  compensation for
annual periods ending after December 15, 2002 and for interim periods  beginning
after  December 15, 2002. The  disclosure  requirements  apply to all companies,
including those that continue to recognize  stock-based  compensation  under APB
Opinion  No.  25,  Accounting  for Stock  Issued  to  Employees.  Effective  for
financial  statements for fiscal years ending after December 15, 2002,  SFAS 148
also provides three alternative  transition methods for companies that choose to
adopt the fair value measurement  provisions of SFAS 123.  Management has chosen
not to adopt the fair value measurement  provisions of SFAS 123. The Company has
included the disclosure  requirements  in Note 5 to the  accompanying  unaudited
condensed consolidated financial statements.

Guarantor's  Accounting and Disclosure  Requirements  for Guarantees,  Including
Indirect Guarantees of Indebtedness of Others

     In  November  2002,  the FASB  issued  Interpretation  No. 45,  Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees of Indebtedness of Others ("FIN 45"),  which addresses the disclosure
to be made by a guarantor in its interim and annual  financial  statements about
its obligations under guarantees.  The disclosure requirements are effective for
interim and annual  financial  statements  ending after  December 15, 2002.  The
Company does not have any guarantees that require disclosure under FIN 45 except
for the Company's guarantee associated with CIS.

     FIN 45 also requires the  recognition  of a liability by a guarantor at the
inception of certain  guarantees.  FIN 45 requires the  guarantor to recognize a
liability  for  the  non-contingent  component  of a  guarantee,  which  is  the
obligation  to stand  ready to perform in the event  that  specified  triggering
events or conditions  occur.  The initial  measurement  of this liability is the
fair value of the guarantee at inception.  The  recognition  of the liability is
required even if it is not probable  that  payments  will be required  under the
guarantee or if the guarantee was issued with a premium  payment or as part of a
transaction  with multiple  elements.  The initial  recognition  and measurement
provisions are effective for all guarantees within the scope of FIN 45 issued or
modified after December 31, 2002.

     As noted above the Company has adopted the disclosure  requirements  of FIN
45 and will apply the recognition and measurement  provisions for all guarantees
entered into or modified  after  December 31, 2002. To date, the Company has not
entered into or modified any guarantees requiring the recognition of a liability
pursuant to the provisions of FIN 45.



<PAGE>


Revenue Arrangements with Multiple Deliverables

     In November  2002,  the EITF issued EITF 00-21  Revenue  Arrangements  with
Multiple  Deliverables  ("EITF 00-21").  EITF 00-21 addresses certain aspects of
the accounting by a vendor for arrangements under which it will perform multiple
revenue-generating  activities.   Specifically,  EITF  00-21  addresses  how  to
determine whether an arrangement  involving multiple  deliverables contains more
than one unit of accounting. In applying EITF 00-21, separate contracts with the
same entity or related  parties  that are entered  into at or near the same time
are  presumed to have been  negotiated  as a package and should,  therefore,  be
evaluated as a single  arrangement in considering  whether there are one or more
units of  accounting.  That  presumption  may be overcome if there is sufficient
evidence to the contrary.  EITF 00-21 also addresses how consideration should be
measured and allocated to the separate  units of accounting in the  arrangement.
The guidance in EITF 00-21 is effective for revenue arrangements entered into in
fiscal periods beginning after June 15, 2003. Alternatively, companies may elect
to report the change in accounting as a cumulative-effect adjustment. Management
expects that the  application  of EITF 00-21 will not have a material  effect on
the Company's consolidated financial statements.

Consolidation of Variable Interest Entities

     In January 2003, the FASB issued  Interpretation  No. 46,  Consolidation of
Variable  Interest  Entities ("FIN 46"),  which addressed the  consolidation  by
business  enterprises of variable interest  entities,  which have one or both of
the  following  characteristics:  (1)  the  equity  investment  at  risk  is not
sufficient  to permit the entity to finance its  activities  without  additional
financial  support from other parties,  or (2) the equity  investors lack one or
more of the  following  essential  characteristics  of a  controlling  financial
interest:  (a) the  direct  or  indirect  ability  to make  decisions  about the
entity's  activities  through  voting or similar  rights,  (b) the obligation to
absorb  the  expected  losses of the entity if they  occur,  or (c) the right to
receive the expected  residual  returns of the entity if they occur. FIN 46 will
have a  significant  effect on existing  practice  because it requires  existing
variable  interest  entities  to  be  consolidated  if  those  entities  do  not
effectively disburse risks among parties involved. In addition,  FIN 46 contains
detailed  disclosure  requirements.  FIN  46  applies  immediately  to  variable
interest  entities  created  after  January 31, 2003,  and to variable  interest
entities in which an enterprise  obtains an interest after that date. It applies
in the first fiscal year or interim  period  beginning  after June 15, 2003,  to
variable interest entities in which an enterprise holds a variable interest that
it acquired before February 1, 2003.  Management expects that the application of
this   interpretation   will  not  have  a  material  effect  on  the  Company's
consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

     Derivative  Instruments.  The  Company  invests  funds  in  excess  of  its
operational  requirements in a Money Market Fund. The cash invested in this fund
at March 31,  2003 and  December  31, 2002 was $7.1  million  and $6.4  million,
respectively.  The average monthly ending balance for the last twelve months was
$6.5 million.  Over the past twelve months,  the Company has earned $90,000 from
its  investment  in the fund.  The  average  monthly  yield over that period was
1.36%.

     If the average  monthly yield were to change by 1%, the income earned would
change by approximately $65,000 over a twelve-month period.

     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 of America.  The Company had  borrowings of $3.6 million at
March 31, 2003 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 bear interest at the "30-day dealer
commercial  paper" rate plus 2.20% to 2.65%.  There were no borrowings under the
variable rate revolving credit facility as of March 31, 2003.

     If, under the  existing  credit  facility,  the "30-day  dealer  commercial
paper" rate were to change by 1%, interest expense would change by approximately
$32,000 over a twelve-month period.



<PAGE>


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 of 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  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 3.4       Amended and Restated Bylaws of the Company.

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

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


(b)      Reports on Form 8-K
         None.


















<PAGE>


                                   Signatures

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



                                                 LASER-PACIFIC MEDIA CORPORATION



         Dated:  May 13, 2003                     /s/  James R. Parks
                                                  --------------------
                                                  James R. Parks
                                                  Chief Executive Officer





         Dated:  May 13, 2003                     /s/ Robert McClain
                                                  ------------------
                                                  Robert McClain
                                                  Chief Financial Officer
                                                 (Principal Financial and
                                                  Accounting Officer)


<PAGE>


                                 Certifications

     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: May 13, 2003


                                                        /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: May 13, 2003


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