<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-Q


     (x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

               For the quarterly period ended September 30, 1996

                                       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 0-11365

                             LASER PHOTONICS, INC.
            -------------------------------------------------------
            (exact name of registrant as specified in its charter)

          Delaware                                               59-2058100
-------------------------------                             -------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                             Identification No.)

12351 Research Parkway, Orlando, Florida                            32826
----------------------------------------                           -------
(Address of principal executive offices)                          (Zip Code)

Registrant's telephone number, including area code (407) 281-4103

                                      N/A
(Former name, former address and former fiscal year, if changed since last 
report)

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      No  X
                                     -----   -----
As of September 30, 1996, 5,806,583 shares of Common Stock, par value $.01 per
share, were outstanding.

<PAGE>

                                     INDEX
                                                                          Page
                                                                         Number
                                                                         ------
PART I            FINANCIAL INFORMATION

   Item 1  Financial Statements:
           Condensed Balance Sheets                                        3-4
           as of September 30, 1996 (Unaudited) and December 31, 1995

           Statements of Operations for the                                  5
           Nine Months ended September 30, 1996 (Unaudited)

           Statements of Cash Flow for the                                   6
           Nine Months ended September 30, 1996 (Unaudited)

           Notes to Condensed Financial Statements                         7-8

   Item 2. Management's Discussion and Analysis                           9-10
           of Financial Condition and Results of Operations


PART II           OTHER INFORMATION

 .          Exhibits and Reports of Form 8-K                                 11


SIGNATURES

                                       2

<PAGE>

                          PART I FINANCIAL INFORMATION

                          Item I Financial Statements


LASER PHOTONICS, INC.
CONDENSED
BALANCE SHEETS

<TABLE>
<CAPTION>
                                             September 30,     December 31,
                                                 1996              1995
                                              -----------      -----------
ASSETS                                        (UNAUDITED)
<S>                                           <C>              <C>    
CURRENT ASSETS

Cash and cash Equivalent                          $60,834          $61,087
Accounts Receivable - net                        $641,882         $256,370
Inventory                                        $952,527         $855,866
Prepaid expenses                                  $48,063          $24,201
                                              -----------      -----------
            TOTAL CURRENT ASSETS               $1,703,306       $1,197,524

PROPERTY, PLANT & EQUIPMENT                      $801,661         $775,627

            Less accumulated depreciation
                                                ($381,187)       ($162,892)

                                              -----------      -----------
            NET FIXED                            $420,474         $612,735

OTHER ASSETS

            Other                                 $44,382          $36,008
            Goodwill                           $3,243,076       $3,949,841
                                              -----------      -----------
            TOTAL ASSETS                       $5,411,238       $5,796,108
                                              ===========      ===========
</TABLE>

                                       3

<PAGE>

LASER PHOTONICS, INC.
CONDENSED
BALANCE SHEETS

<TABLE>
<CAPTION>
                                                            September 30,     December 31,
                                                                1996              1995
                                                             -----------      -----------
LIABILITIES & SHAREHOLDERS EQUITY                            (UNAUDITED)
<S>                                                          <C>              <C>     
CURRENT LIABILITIES

           Accounts payable                                     $691,557         $507,331
           Accrued warranty                                      $83,972          $93,759
           Accrued compensation and payroll withholdings        $167,962         $395,876
           Accrued expenses                                   $1,564,099         $626,351
           Current portion of long-term debt                    $139,622         $609,932
           and capital lease obligation

                                                             -----------      -----------
TOTAL CURRENT LIABILITIES                                     $2,647,212       $2,233,249


INTERCOMPANY LIABILITY                                        $2,459,485       $1,935,611


LONG TERM DEBT                                                  $877,651         $941,395


SHAREHOLDERS EQUITY (DEFICIT)
Common stock $.01 par value, 10,000,000 shares
           authorized: 5,806,583 shares issued
           and outstanding at September 30, 1996 
           5,000,000 shares outstanding in 1995                  $58,066          $50,000
Additional paid - in- capital                                 $3,980,744       $2,760,028
Deficit                                                      ($4,611,920)     ($2,124,175)
                                                             -----------      -----------
NET EQUITY                                                     ($573,110)        $685,853
                                                             -----------      -----------
TOTAL LIABILITIES & SHAREHOLDERS EQUITY                       $5,411,238       $5,796,108
                                                             ===========      ===========
</TABLE>

                                       4

<PAGE>

LASER PHOTONICS, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)

<TABLE>
<CAPTION>
                                                   Nine month      Three months
                                                      ended            ended
                                                  Sept. 30,1996    Sept. 30,1996
                                                   -----------      -----------
<S>                                               <C>              <C>     
Sales                                               $2,161,608         $779,294

Cost of Sales                                       $1,666,027         $651,169
                                                   -----------      -----------
             GROSS PROFIT                             $495,581         $128,125

Selling, general & administrative                   $1,618,649         $544,722
Research & development                                $273,904         $125,555
                                                   -----------      -----------
             INCOME FROM OPERATIONS                ($1,396,972)       ($419,167)

Interest expense - net                                $305,802         $241,881
Amortization                                          $706,763         $233,215
Other                                                  $78,560         ($58,319)
                                                   -----------      -----------
NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEM        ($2,488,097)       ($952,582)

EXTRAORDINARY ITEM                                          $0            $0.00
                                                   -----------      -----------
             NET INCOME (LOSS)                     ($2,488,097)       ($952,582)
                                                   ===========      ===========
Primary earnings per common share:
       Income (loss) before extraordinary item          ($0.46)          ($0.17)
       Extraordinary item                                $0.00            $0.00
                                                   -----------      -----------
             Net Income (Loss)                          ($0.46)          ($0.17)
                                                   ===========      ===========

             Average Number of Shares                5,408,775        5,633,500

Fully dilutive earnings per common share:
       Income (loss) before extraordinary item          ($0.46)          ($0.17)
       Extraordinary item                                $0.00            $0.00
                                                   -----------      -----------
             Net Income (Loss)                          ($0.46)          ($0.17)
                                                   ===========      ===========

             Average Number of Shares                5,408,775        5,633,500
</TABLE>
                                       5

<PAGE>

LASER PHOTONICS, INC.
STATEMENTS OF CASH FLOW
(UNAUDITED)

<TABLE>
<CAPTION>
                                                    Nine months ended
                                                      Sept. 30, 1996
                                                       -----------
<S>                                                 <C>         
OPERATING ACTIVITIES
       Net income (loss)                               ($2,488,097)
                 Depreciation                             $218,295
                 Amortization                             $706,763

                                                       -----------
       Cash Flow-Operations                            ($1,563,039)

                 Changes in  current assets              ($506,035)

                 Changes in  current liabilities          $413,963

                 Changes in  long-term liabilities        ($63,744)

                                                       -----------
       Net from operating activities                   ($1,718,855)

       Capital Expenditures                               ($26,034)

       Intercompany-net                                   $523,874

       Equity                                           $1,229,136

       Other Assets                                        ($8,374)

                                                       -----------
       Increase (Decrease) in cash                           ($253)
                                                       ===========


       Cash at beginning                                   $61,087

       Cash at end of quarter                              $60,834

                                                       -----------
       Cash Increase (Decrease)                              ($253)
                                                       ===========
</TABLE>

                                       6

<PAGE>

                    NOTES TO CONDENSED FINANCIAL STATEMENTS

                             LASER PHOTONICS, INC.
                               September 30, 1996


1. CONDENSED FINANCIAL STATEMENTS

The condensed balance sheets as of September 30, 1996 and December 31, 1995,
and the related statements of operations and cash flow for the nine months
ended September 30, 1996 have been prepared by the Company, without audit. In
the opinion of management, the condensed financial statements contain all
adjustments, consisting of normal recurring accruals, necessary to present
fairly the financial position of Laser Photonics, Inc. at September 30, 1996
and the results of operations and cash flow for the nine months ended 
September 30, 1996.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these condensed financial
statements be read in conjunction with the financial statements and notes
thereto included in the Company's report on Form 10-K/A-1 for the year ended
December 31, 1995. Subsequent events occurring after that date have been
considered and disclosed where necessary in the revised Form 10-K and/or the
revised 10-Q filing as appropriate.


2. INVENTORIES

Inventories consist of the following:

                                September 30,      December 31,
                                    1996               1995
                                  --------           --------

        Raw Materials             $410,245           $477,456
        Work in Process           $371,875           $310,623
        Finished Goods            $170,407           $ 67,785
                                  --------           --------
                                  $952,527           $855,864
                                  ========           ========

                                       7


<PAGE>

3. PER SHARE AMOUNTS

Earnings per common share for 1996 are based on the weighted average number of
shares of Common Stock outstanding of 5,408,775.


Earnings per common share for 1995 are based on the weighted average number of
shares of Common Stock outstanding 5,510,465. During 1995 (5/23) shares were
reduced from 6,312,112 to 5,000,000.

4. INCOME TAXES

During the first quarter of 1996, the Company adopted FASB No. 109, "Accounting
for Income Taxes," where deferred income taxes are provided for temporary
differences between amounts reported for financial statement and income tax
purposes. The impact of adopting this statement will not be significant to the
Company. The Company has elected to reserve the benefits of net operating loss
carry-forwards. These benefits will be recognized when the Company returns to
profitable operations.

                                       8
<PAGE>

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

Results of Operations

During the nine months and three months ended September 30,1996, there were
consolidated losses of $2,488,097 and $1,075,567. Laser Photonics subsidiary,
Acculase, was responsible for $1,492,692 and $598,435 respectively. Since
Acculase was not acquired until May 23,1995, there is no comparable data for
this period. Therefore, the following comments pertain to Laser Photonics
exclusive of Acculase.

For the nine months and three months ended September 30, 1996, Laser Photonics
had net losses of $995,405 and $477,132 respectively. (Includes goodwill
amortization of $317,001 and $103,294 which are new charges due to fresh start
accounting).This compares to the 1995 nine month net income total of $4,446,789
and a three month loss of $334,059. The prior year included an extraordinary
gain in May due to debt forgiveness of $5,754,962.

For the nine months and three months ended September 30,1996, there were
operational losses of $425,448 and $205,043 respectively. This compares to the
1995 periods of $1,086,879 and $306,644 respectively. During 1996 there were
operational income improvements of $661,431 and $101,601 respectively.

Sales for the nine month and three month periods increased by approximately
$93,527 and $274,723 respectively. The improvement in the third quarter was
accomplished by factoring our receivables to obtain cash in order to finalize
sales in process. Sales backlog as of September 30, 1996 totaled $2,165,673.

Gross margins, as a percent of sales increased to 23% and 16% for the nine
month and three month periods in 1996. During 1995 for the same nine month and
three month periods, the margins were only 19% and 10% respectively.

Improvement was due to product selection, efficiencies, as well as attaining a
93% direct cost relationship to sales as compared to 78% for 1995. More
accurate direct costing results in the above benefits as well as allocating
appropriate amounts to all items in process.


Sales and general and administrative expenses decreased by approximately
$544,216 and approximately $40,261 for the nine month and three months ended
September 30, 1996 as compared to the comparable periods in 1995. This decrease
is due to labor reductions and expense controls.

Research and development expenses decreased by approximately $7,898 for the
nine month period and increased by approximately $15,102 for the three month
period ending September 30, 1996 as compared to the comparable periods in 1995.

                                       9

<PAGE>

Liquidity and Capital Resources

For the period ending September 30, 1996 the Company had cash and cash
equivalents of approximately $60,834 representing an decrease of $253 from
December 31, 1995. This decrease is the result of the continued paydown of
debt, and cash used in excess of cash provided by operating activities and
Acculase being funded by Helionetics.

The Company failed to make timely payment of certain federal and state payroll
and withholding taxes during the period ended September 30, 1996. The Company
has entered into an agreement with the Internal Revenue Service for the period
through September 30, 1996 which requires certain scheduled payments to be made
of the arrears of the federal amounts and timely payment of current federal
amounts.

The Company continues to suffer from deficiencies in available capital
resources. This is expected to be resolved due to:
         1) Factoring agreement of $400,000, (completed)
         2) Warrants exercised of $703,500 (completed)
         3) Warrants exercised, additional stock sales and/or loan repayments
            totaling $1,500,000.
         4) Subsequent sales increased due to cash in 1, 2, and 3 (above)

The Company will continue to have difficulty funding these current debt amounts
from its current cash flow. The Company's ability to finance its activities is
dependent on the Company increasing its production levels and/or obtaining
capital or a borrowing facility from external sources as listed above.

Funding for Acculase is the responsibility of the parent company, Helionetics,
Inc., through May, 1997.

                                      10

<PAGE>

                           PART II. OTHER INFORMATION

  Item 1      Legal Proceedings:  See December 31, 1995 10-K

  Item 2      Changes in Securities                                      None

  Item 3      Defaults Upon Senior Securities                            None

  Item 4      Submission of Matters to Vote of
              Security Holders                                           None

  Item 5      Other Information                                          None

  Item 6      Exhibits and Reports on Form 8-K

              a)  Exhibits                                               None
              b)  Reports on Form 8-K                                    None


                                      11

<PAGE>


Signatures to Form 10-Q/B

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

                                      LASER PHOTONICS, INC.
                                      (Registrant)


Date: November 18, 1996              By: /s/ Steve Qualls
                                         _____________________________________
                                         Steve Qualls
                                         Chief Executive Officer


Date: November 18, 1996              By: /s/ Robert Gibson
                                         ____________________________________
                                         Robert Gibson
                                         Controller

                                      12