SECURITIES AND EXCHANGE COMMISSION

                         Washington DC 20549

                             FORM 10-QSB

Quarterly Report Under Section 13 or 15(d) of the Securities
Exchange Act of 1934

For Quarter Ended November 30, 2001    Commission File No. 0-5920
-----------------------------------    --------------------------

                     LANCER ORTHODONTICS, INC.
(Exact Name of Small Business Issuer as Specified in its Charter)

             CALIFORNIA                            95-2497155
-----------------------------------           -------------------
  (State or Other Jurisdiction of                (I.R.S. Employer
   Incorporation or Organization)             Identification No.)

               253 Pawnee Street, San Marcos, California 92069
               -----------------------------------------------
                  (Address of Principal Executive Offices)

Issuer's telephone number, including area code:    (760) 744-5585
                                                   --------------

Check whether the issuer:  (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act 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

State the number of shares outstanding of each of the issuer's
classes of common equity, as of January 15, 2002:  2,098,624

Traditional small business disclosure format (check one):

	Yes	    X		No








PART I.	FINANCIAL INFORMATION

Item 1.	SUMMARIZED FINANCIAL INFORMATION

                           LANCER ORTHODONTICS, INC.
                      CONDENSED BALANCE SHEET (UNAUDITED)
                                   11/30/01
                                    ASSETS
CURRENT ASSETS:
      Cash                                            $    91,931
      Accounts receivable, less allowances for sales
        returns and doubtful receivables of $174,639    1,149,221
      Inventories, net of reserve of $257,201           2,217,639
      Prepaid expenses                                     36,882
                                                        ---------
        Total current assets                            3,495,673

PROPERTY AND EQUIPMENT, at cost                         2,413,035
      Less:  Accumulated depreciation                  (2,351,576)
                                                        ---------
                                                           61,459
INTANGIBLE ASSETS:
      Marketing and distribution rights, net               72,625
      Technology use rights, net                           52,729
                                                        ---------
                                                          125,354

OTHER ASSETS                                               34,722
                                                        ---------
        Total assets                                   $3,717,208
                                                        =========

                        LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
      Accounts payable                                $   418,202
      Accrued payroll and related benefits                134,249
      Other current liabilities                            90,906
      Line of credit                                      172,845
                                                        ---------
        Total current liabilities                         816,202

Mandatorily redeemable convertible preferred stock
     Series C, $.06 noncumulative annual dividend,
     $.75 par value, 250,000 shares authorized;
     0 shares issued and outstanding ($.75 liquidation
     preference)                                               --

COMMITMENTS AND CONTINGENCIES                                  --

STOCKHOLDERS' EQUITY:
     Redeemable convertible preferred stock,
     Series D, $.04 noncumulative annual dividend;
     $.50 par value: Authorized 500,000 shares;
     0 shares issued and outstanding ($.50 liquidation
     preference per share)                                     --
     Common stock, no par value: authorized 50,000,000
     shares; issued and outstanding 2,098,620           4,815,074
      Accumulated deficit                              (1,914,068)
                                                        ---------
      Total stockholders' equity                        2,901,006
                                                        ---------
      Total liabilities and stockholders' equity       $3,717,208
                                                        =========
































                     LANCER ORTHODONTICS, INC.
              CONDENSED STATEMENTS OF OPERATIONS AND
   CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)(UNAUDITED)

                           FOR THE THREE           FOR THE SIX
                           MONTHS ENDED            MONTHS ENDED
                      11/30/01    11/30/00    11/30/01   11/30/00
                     --------------------------------------------
NET SALES           $1,629,333  $1,385,436 $3,064,121  $2,716,534

COST OF SALES        1,017,986     903,332  2,095,384   1,828,913
                     ---------   ---------  ---------   ---------
    Gross Profit       611,347     482,104    968,737     887,621

OPERATING EXPENSES:
   Selling, General
    & Admin            513,238     512,475    996,503     979,800
   Product Development       0      33,484          0      69,724
                     ---------   ---------  ---------   ---------
TOTAL OPERATING
 EXPENSES              513,238     545,959    996,503   1,049,524
                     ---------   ---------  ---------   ---------
INCOME (LOSS) FROM
 OPERATIONS            98,109   (  63,855)  (  27,766)  ( 161,903)

OTHER (EXPENSE) INCOME:
   Interest Expense (   4,319)  (   4,653)  (   7,541)  (   9,860)
   Other (Expense)
    Income, net     (  20,821)        482   (  20,061)        956
                     --------    --------    --------    --------
TOTAL OTHER (EXPENSE)
 INCOME             (  25,140)  (   4,171)  (  27,602)  (   8,904)
                     --------    --------    --------    --------

INCOME (LOSS) BEFORE
 INC TAXES             72,969   (  68,026)  (  55,368)  ( 170,807)

INCOME TAXES              800         800         800         800
                     --------    --------    --------    --------
NET INCOME (LOSS)      72,169   (  68,826)  (  56,168)  ( 171,607)

OTHER COMPREHENSIVE
 INCOME                    --          --          --          --
                     --------    --------    --------    --------
COMPREHENSIVE INCOME
 (LOSS)             $  72,169   $( 68,826)  $( 56,168)  $(171,607)
                     ========    ========    ========    ========

NET INCOME (LOSS) PER WEIGHTED AVERAGE OF COMMON SHARES

Weighted average
 number of
 common shares      2,098,624   2,098,618   2,098,624   2,098,618
                    =========   =========   =========   =========

BASIC              $      .03  $     (.03) $     (.03) $     (.08)
                    =========   =========   =========   =========

Weighted average
 number of shares
 used in calculation
 of diluted earnings
 per share          2,098,624   2,098,618   2,098,624   2,098,618
                    =========   =========   =========   =========

DILUTED            $      .03  $     (.03) $     (.03) $     (.08)
                    =========   =========   =========   =========





























                          LANCER ORTHODONTICS, INC.
                 CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                         FOR THE SIX MONTHS ENDED
                                         11/30/01        11/30/00
                                        --------------------------
Cash flows from operating activities:
     Net loss                          $(  56,168)      $(171,607)
     Adjustments to reconcile net loss
      to net cash (used in) provided by
      operating activities:
       Depreciation and amortization       53,712          60,384
       Provision for losses on
        accounts receivable             (     361)        (16,829)
       Provision for losses on inventory   18,000          18,000
       Net change in operating assets
          and liabilities:
        Accounts receivable                12,091         129,696
        Inventories                     (  95,796)        (74,869)
        Prepaid expenses                    7,736          14,989
        Accounts payable                (  43,150)          1,022
        Accrued payroll                    16,524          24,602
        Other current liabilities          30,521          39,436
                                         --------         -------

Net cash provided by (used in)
  operating activities                  (  56,891)         24,824

Cash flows from investing activities:
     Purchases of property
      and equipment                            --        (  2,400)
     Other assets                       (  15,573)             --
                                         --------         -------

Net cash used in investing activities   (  15,573)       (  2,400)
                                         --------         -------
Cash flows from financing activities:
     Increase in line of credit            32,845          60,000
                                         --------         -------

Cash flows provided by financing
  activities                               32,845          60,000
                                         --------         -------

Net change in cash                      (  39,619)         82,424

Cash, beginning of period                 131,550         103,207
                                         --------         -------

Cash, end of period                     $  91,931        $185,631
                                         ========         =======
Supplemental disclosure of cash
  flow information:
     Cash paid for:
       Interest                         $   7,541        $  9,860
                                         ========         =======











LANCER ORTHODONTICS, INC.

Notes to Financial Statements

(A) Basis of Presentation

The accompanying unaudited condensed financial statements have
been prepared in accordance with the instructions to Form 10-QSB
and therefore do not include all information and notes necessary
for a fair presentation of financial position, results of
operations, and cash flows in conformity with generally accepted
accounting principles.  The unaudited condensed financial
statements include the accounts of Lancer Orthodontics, Inc.
(the "Company").  The operating results for interim periods are
unaudited and are not necessarily an indication of the results
to be expected for the full fiscal year.  In the opinion of
management, the results of operations as reported for the interim
periods reflect all adjustments which are necessary for a fair
presentation of operating results.

(B) Organization

The Company was incorporated on August 25, 1967, in the state of
California, for the purpose of engaging in the design,
manufacture, and distribution of orthodontic products.  The
Company has a manufacturing facility in Mexico where a majority
of its inventory is manufactured (Note F).  The Company also
purchases certain orthodontic and dental products for purposes
of resale.  Sales are made directly to orthodontists world-wide
through Company representatives and independent distributors.
The Company also sells certain of its products on a private label
basis.

(C) Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America ("GAAP"), requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements, and the
reported amounts of revenues and expenses during the reporting
period.  Significant estimates made by the Company's management
include, but are not limited to, allowances for doubtful accounts,
allowances for sales returns, the valuation of inventories, and
the realizeability of property and equipment through future
operations.  Actual results could materially differ from those
estimates.

(D) Stock Based Compensation

The Company accounts for stock based compensation under Statement
of Financial Accounting Standards No. 123 ("SFAS 123").  SFAS 123
defines a fair value based method of accounting for stock based
compensation.  However, SFAS 123 allows an entity to continue to
measure compensation cost related to stock and stock options
issued to employees using the intrinsic method of accounting
prescribed by Accounting Principles Board Opinion No. 25
("APB 25"), "Accounting for Stock Issued to Employees".  Entities
electing to remain with the accounting method of APB 25 must make
pro forma disclosures of net income and earnings per share, as if
the fair value method of accounting defined in SFAS 123 had been
applied.  The Company has elected to account for its stock
based compensation to employees under APB 25.

LANCER ORTHODONTICS, INC.

Notes to Financial Statements - continued

(E) Line of Credit

At November 30, 2001, the Company has a $400,000 revolving line
of credit with a financial institution.  Borrowings are made at
prime plus 2.00% (7.0% at November 30, 2001) and are limited to
specified percentages of eligible accounts receivable.  The
unused portion available under the line of credit at November 30,
2001 was $42,588.  The line of credit expires October 24, 2003.

The line of credit is collateralized by substantially all the
assets of the Company, including inventories, receivables, and
equipment.  The lending agreement requires, among other things,
that the Company maintain a tangible net worth of $2,100,000,
which was met, and that receivables payments be sent to a
controlled lockbox.  In addition to interest, a management fee of
 .25% of the average monthly outstanding loan balance and an unused
balance fee of .0425% on the average monthly unused portion
available are required.  The Company is not required to maintain
compensating balances in connection with this lending agreement.


(F) Commitments and Contingencies

Manufacturing Agreement - In May 1990, the Company entered into a
manufacturing subcontractor agreement whereby the subcontractor
agreed to provide manufacturing services to the Company through
its affiliated entities located in Mexicali, B.C., Mexico.
During fiscal 1992 and 1991, the Company moved the majority of
its manufacturing operations to Mexico.  In December 1992, the
Company renegotiated the agreement changing from an hourly rate
per employee to a pass through of actual costs plus a weekly
administrative fee.  The amended agreement gave the Company
greater control over all costs associated with the manufacturing
operation.  In July 1994, the Company again renegotiated the
agreement, reducing the administrative fee.  Effective April 1,
1996, the Company leased the Mexicali facility under a separate
arrangement.  In November 1998, the Company extended the
Manufacturing Agreement through October 2000.  Should the Company
discontinue operations in Mexico, it is responsible for the
accumulated employee seniority obligation as prescribed by Mexican
law.  At November 30, 2001, this obligation was approximately
$354,000.  Such obligation is contingent in nature and accordingly
has not been accrued in the accompanying balance sheet.

The Company has converted Mexican assets and obligations to its
own division, a Mexican corporation named Lancer Orthodontics de
Mexico (Lancer de Mexico).  This division will administer services
previously provided by an independent manufacturing contractor.
A new lease was negotiated effective April 1, 2001, for the 16,000
square foot facility used for Lancer's Mexican operations.
Utility and Mexican vendor obligations have been converted to the
Lancer de Mexico name.  This conversion will eliminate the expense
of an administrative fee and is expected to provide better control
in meeting obligations.


LANCER ORTHODONTICS, INC.

Notes to Financial Statements - continued

(F) Commitments and Contingencies - continued

Leases - The Company leases its main facility under a non-
cancelable operating lease expiring December 31, 2003, as
extended, which requires monthly rentals that increase annually,
from $2,900 per month in 1994 to $6,317 per month in 2004. The
lease expense is being recognized on a straight-line basis over
the term of the lease. The excess of the expense recognized over
the cash paid aggregates $11,032 at November 30, 2001, and is
included in accrued liabilities in the accompanying balance sheet.
Total rental expense for this facility for the six months ended
November 30, 2001 was approximately $35,000.

The Company has entered into a non-cancelable operating lease
for its Mexico facility which expires in March 2006 and requires
average monthly rentals of approximately $6,000.  Total expense
for this facility for the six months ended November 30, 2001 was
approximately $34,000.

Future aggregate minimum lease payments are as follows:

                   Years ending May 31,
                   2002 (6 months)             $ 67,357
                   2003                         136,397
                   2004                         106,511
                   2005                          62,292
                   2006                          51,910
                                                -------
                     Total                     $424,467
                                                =======

Common Stock - The Company's stock is now traded on the OTC
Bulletin Board.


(G) Income Taxes

At May 31, 2001, the Company had net tax operating loss
carryforwards of approximately $2,049,000 and business tax
credits of approximately $98,000 available to offset future
Federal taxable income and tax liabilities, respectively.  The
Federal carryforwards expire in varying amounts through the
year 2021.  As of May 31, 2001, the Company had net tax operating
loss carryforwards of approximately $205,000 and business tax
credits of approximately $23,000 available to offset future state
income tax liabilities.  The state carryforwards expire through
the year 2011.


LANCER ORTHODONTICS, INC.

Notes to Financial Statements - continued

(H) Stockholders' Equity

The Company has incentive stock option and non-qualified stock
option plans for directors, officers, and key employees.  The
plans provide for the granting of options for common shares at
exercise prices equal to or exceeding the fair market value at
the date of grant, as determined by the Board of Directors.
Options may become exercisable over a period of up to four years
from the date of grant and may be exercised over a period of
three to seven years from the date of the grant, as determined by
the Board of Directors.  The Company's shareholders have
authorized a total of 450,000 shares to be available for grant
under the Company's stock option plan.  Options granted prior to
May 31, 1995, generally vested on the date of grant and expired
through August 1999.

During the quarter ended November 30, 2001, no options were
granted.




(I) Net Income (Loss) per Common Share and Dividends

The Company calculates earnings per share in accordance with
Statement of Financial Accounting Standards ("SFAS 128").
SFAS 128 replaces the presentation of primary and fully diluted
earnings per share with the presentation of basic and diluted
earnings per share.  Basic earnings per share excludes dilution
and is calculated by dividing income available to common
stockholders by the weighted-average number of common shares
outstanding for the period.

Diluted earnings per share reflects the potential dilution that
could occur if securities or other contracts to issue common stock
were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the earnings of the
entity.  For all periods presented, no common stock equivalents
have been included in the computation of diluted
earnings per share as they were determined to be anti-dilutive.


                            EARNINGS PER SHARE (UNAUDITED)
                        FOR THE THREE            FOR THE SIX
                        MONTHS ENDED             MONTHS ENDED
                   11/30/01    11/30/00     11/30/01     11/30/00
                  ------------------------------------------------
      Basic Income (Loss) per Share:

Net income (loss)$   72,169   $( 68,826)   $( 56,168)   $(171,607)
                  =========    =========    =========    =========
Net income (loss)
applicable to
common
shareholders     $   72,169   $( 68,826)   $( 56,168)   $(171,607)
                  =========    =========    =========    =========
Weighted average
number of
common shares     2,098,624    2,098,618    2,098,624    2,098,618
                  =========    =========    =========    =========

Basic income
(loss) per share $      .03   $(    .03)   $(    .03)   $(    .08)
                  =========    =========    =========    =========

LANCER ORTHODONTICS, INC.

Notes to Financial Statements - continued

(I) Net Income (Loss) per Common Share and Dividends - continued

     Diluted Income (Loss) per Share:

Net income (loss)
from primary income
per common share $   72,169   $( 68,826)   $( 56,168)   $(171,607)
                  =========    =========    =========    =========


Net income (loss)
for diluted earnings
per share        $   72,169   $( 68,826)   $( 56,168)   $(171,607)
                  =========    =========    =========    =========
Weighted average
number of shares
used in calculation
of diluted earnings
per share         2,098,624    2,098,618    2,098,624    2,098,618
                  =========    =========    =========    =========
Diluted income
(loss) per
Share            $      .03   $(    .03)   $(    .03)   $(    .08)
                  =========    =========    =========    =========

(J) Financial Information About Foreign and Domestic Operations
    and Export Sales

                           FOR THE THREE            FOR THE SIX
                           MONTHS ENDED            MONTHS ENDED
                      11/30/01    11/30/00    11/30/01    11/30/00
                     ---------------------------------------------
  Sales to unaffiliated customers:

   United States    $  733,580  $  702,283  $1,475,851  $1,386,874
   Europe              553,642     469,625     993,521     864,442
   Central and South
     America           114,315      59,904     206,204     166,338
   Other Foreign       227,796     153,624     388,545     298,880
                     ---------   ---------   ---------   ---------
                    $1,629,333  $1,385,436  $3,064,121  $2,716,534
                     =========   =========   =========   =========

     No other geographic concentrations exist where net sales
exceed 10% of total net sales.

   Sales or transfers between geographic areas      none      none

(K) Recent Accounting Pronouncements

In December 1999, the Securities and Exchange Commission issued
Staff Accounting Bulletin No. 101, Revenue Recognition in
Financial Statements ("SAB 101"). SAB 101 summarizes certain areas
of the Staff's views in applying generally accepted accounting
principles to revenue recognition in financial statements. The
Company believes that its current revenue recognition policies
comply with SAB 101.

In March 2000, the Financial Accounting Standards Board ("FASB")
issued Interpretation No. 44 ("FIN 44"), "Accounting for Certain
Transactions involving Stock Compensation." The adoption of this
Interpretation did not have a material impact on the consolidated
results of operations or financial position of the Company.




LANCER ORTHODONTICS, INC.

Notes to Financial Statements - continued

(K) Recent Accounting Pronouncements - continued

In July 2001, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards No. 141
("SFAS 141"), "Business Combinations", which eliminates the
pooling method of accounting for business combinations initiated
after June 30, 2001.  In addition, SFAS 141 addresses the
accounting for intangible assets and goodwill acquired in a
business combination. This portion of SFAS 141 is effective for
business combinations completed after June 30, 2001. The Company
does not expect SFAS 141 will have a material impact on the
Company's financial position or results of operations.

In July 2001, the FASB issued Statement of Financial Accounting
Standards No. 142 ("SFAS 142"), "Goodwill and Intangible Assets",
which revises the accounting for purchased goodwill and
intangible assets. Under SFAS 142, goodwill and intangible assets
with indefinite lives will no longer be amortized and will be
tested for impairment annually.  SFAS 142 is effective for fiscal
years beginning after December 15, 2001, with earlier adoption
permitted.  The Company does not expect SFAS 142 will have a
material impact on the Company's financial position or results of
operations.

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

Except for historical information contained herein, the statements
in this Form 10-QSB are forward-looking statements that are made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995.  Forward-looking statements involve
known and unknown risks and uncertainties which may cause the
Company's actual results in future periods to differ materially
from forecasted results.  These risks and uncertainties include,
among other things, the continued demand for the Company's
products, availability of raw materials and the state of the
economy.  These and other risks are described in the Company's
Annual Report on Form 10-KSB and in the Company's other filings
with the Securities and Exchange Commission.

RESULTS OF OPERATIONS

For the six months ended November 30, 2001, net loss decreased
from a net loss of $171,607 at November 30, 2000, to a net loss
of $56,168 at November 30, 2001.  For the three months ended
November 30, 2001, net loss decreased from a net loss of $68,826
at November 30, 2000, to a net income of $72,169 at November 30,
2001.  The decrease in net loss is primarily attributable to
the increase in sales.




For the six months ended November 30, 2001, net sales increased
$347,587 (12.8%) as compared to the year earlier period.  For the
three months ended November 30, 2001, net sales increased $243,897
(17.6%) as compared to the year earlier period.  International net
sales increased $258,610 (19.5%) and $212,600 (31.1%),
respectively, for the six months and three months ended November
30, 2001, as compared to the year earlier period.  The increase in
sales was primarily in Europe.  Domestic net sales increased
$88,977 (6.4%) and $31,297 (4.5%), respectively, for the six
months and three months ended November 30, 2001, as compared to
the year earlier period.  This increase is primarily due to an
increase in sales in the Midwest and Southeast regions.

For the six months ended November 30, 2001, cost of sales as a
percentage of sales (68.4%), increased 1.1% compared to the year
earlier period.  For the three months ended November 30, 2001,
cost of sales as a percentage of sales (62.5%), decreased 2.7%
compared to the year earlier period.  The six month increase is
primarily attributable to increased discounting due to
competition pressures.  The three month decrease is due to a
reduction in production costs.

For the six months ended November 30, 2001, selling and general
and administrative expenses increased $16,703 (1.7%) compared to
the year earlier period.  For the three months ended November 30,
2001, selling and general and administrative expenses increased
$763 (0.2%) as compared to the year earlier period.  The increase
is primarily attributable to an increase in labor costs and
commissions.

For the six months ended November 30, 2001, product development
expenses decreased $69,724 (100%) as compared to the year earlier
period.  For the three months ended November 30, 2001, product
development expenses decreased $33,484 (100%) compared to the
year earlier period.  The decrease is primarily attributable to
a reduction of product development.

For the six months ended November 30, 2001, interest expense
decreased $2,319 (23.5%) as compared to the year earlier period.
For the three months ended November 30, 2001, interest expense
decreased $334 (7.2%) as compared to the year earlier period.
The decrease is primarily attributable a decrease in the average
outstanding loan balance.

FINANCIAL CONDITION, LIQUIDITY, AND CAPITAL RESOURCES

The Company's financial condition at November 30, 2001 and its
previous two fiscal year ends was as follows:

                           11/30/01       05/31/01       05/31/00
                          ---------      ---------      ---------
Current Assets           $3,495,673     $3,476,962     $3,395,922
Current Liabilities         816,202        779,462        681,367
Working Capital           2,679,471      2,697,500      2,714,555
Bank Debt                   172,845        140,000        160,000
Shareholder Equity        2,901,006      2,957,174      3,074,033
Total Assets              3,717,208      3,736,636      3,755,400

Cash decreased $39,619 during the six months ended November 30,
2001.

Working capital decreased $18,029 during the six months ended
November 30, 2001, primarily attributable to an increase in the
line of credit.  The Company expects to meet all of its cash
requirements out of its cash reserves, cash flow, and line of
credit.

At November 30, 2001, the Company has a $400,000 revolving line
of credit with a financial institution.  Borrowings are made at
prime plus 2.00% (7.0% at November 30, 2001) and are limited to
specified percentages of eligible accounts receivable.  The
unused portion available under the line of credit at November 30,
2001 was $42,588.  The line of credit expires October 24, 2003.

The line of credit is collateralized by substantially all the
assets of the Company, including inventories, receivables, and
equipment.  The lending agreement requires, among other things,
that the Company maintain a tangible net worth of $2,100,000,
which was met, and that receivables payments be sent to a
controlled lockbox.  In addition to interest, a management fee
of .25% of the average monthly outstanding loan balance and an
unused balance fee of .0425% on the average monthly unused
portion available are required.  The Company is not required to
maintain compensating balances in connection with this lending
agreement.

We may face interruption of production and services due to
increased security measures in response to terrorism.  Our
business depends on the free flow of products and services
through the channels of commerce.  Recently, in response to
terrorists' activities and threats aimed at the United States,
transportation, mail, financial and other services have been
slowed or stopped altogether.  Further delays or stoppages in
transportation, mail, financial or other services could have a
material adverse effect on our business, results of operations
and financial condition.  Furthermore, we may experience an
increase in operating costs, such as costs for transportation,
insurance and security as a result of the activities and
potential activities.  We may also experience delays in receiving
payments from payers that have been affected by the terrorist
activities and potential activities.  The U.S. economy in general
is being adversely affected by the terrorist activities and
potential activities and any economic downturn could adversely
impact our results of operations, impair our ability to raise
capital or otherwise adversely affect our ability to grow our
business.

PART II.	OTHER INFORMATION

Item 1.	LEGAL PROCEEDINGS  Not Applicable

Item 2.	CHANGES IN SECURITIES  Not Applicable

Item 3.	DEFAULTS UPON SENIOR SECURITIES  Not Applicable

Item 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

a.	The Annual Meeting of the Company's shareholders was
originally scheduled on November 12, 2001.  The Company adjourned
the meeting prior to any matter being submitted to a vote of the
shareholders.  The Company intends to reschedule the meeting.

Item 5.	OTHER INFORMATION  Not Applicable

Item 6.	EXHIBITS AND REPORTS ON FORM 8-K

	There were no Form 8-k reports filed during the quarter.






                                  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.


                                        LANCER ORTHODONTICS, INC.
                                               Registrant


Date January 18, 2002                   By /s/   Zackary Irani
                                        -------------------------
                                          Zackary Irani,
                                          Chief Executive Officer