<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

                                   FORM 10-QSB

(Mark one)
[x]  Quarterly report under section 13 or 15(d) of the Securities Exchange
     Act of 1934

     For the quarter ended September 30, 1996

[ ]  Transition Report under section 13 or 15(d) of the Securities Exchange
     Act of 1934

     Commission File No.           0-27908
                         ----------------------------------------



              Semiconductor Laser International Corporation
              ----------------------------------------------
     (Exact Name of Small Business Issuer as Specified in its Charter)

       New York                                        16-1446679
 ------------------------------                      ------------------
(State or other Jurisdiction of                      (I.R.S. Employer
Incorporation or Organization)                       Identification No.)



421 East Main Street, Endicott, NY                          13760
---------------------------------------               ------------------
(Address of principal executive offices)                  (Zip Code)


Registrant's telephone number, including area code: (607) 754-0112
                                                    ---------------


     Check  whether  the issuer (1) 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 shorted  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 November 14, 1996,  there were  outstanding  3,402,607  shares of the
issuer's common Stock, par value $.01 per share.

Transitional Small Business Disclosure Format

     Yes  [ ]       No   [x]
        ------         ------
                                       1


<PAGE>



                         PART I. - FINANCIAL INFORMATION

               Semiconductor Laser International Corporation
                     (A Development Stage Enterprise)

                              Balance Sheet

                                               December 31,   September 30, 1996
                                                   1995           (Unaudited)
                                               ------------   ------------------
Assets   
Current Assets
   Cash and cash equivalents                    $   491,971      $ 5,604,740
   Restricted cash                                   39,071            6,493
   Accounts receivable                                5,335           38,282
   Inventory                                          2,600            6,316
   Deferred expenses                                   --             42,708
                                                -----------      -----------
     Total current assets                           538,977        5,698,539

Deferred financing cost                             134,431             --
Plant, Property and Equipment, net                  162,175        1,312,795
Intangible assets, net                                2,022            1,517
Deposits and other assets                             4,130          441,980
                                                -----------      -----------
     Total assets                               $   841,735      $ 7,454,831
                                                ===========      ===========
Liabilities and Shareholders' Equity
Current Liabilities
   Accounts payable                             $   208,940      $   617,265
   Accrued expenses and other liabilities           134,331          216,958
   Current portion of long-term debt                 81,787           17,163
                                                -----------      -----------
     Total current liabilities                      425,058          851,386

Long-term debt                                       19,882           16,710
Accrued royalty payments                            100,000          100,000
                                                -----------      -----------
     Total liabilities                              544,940          968,096
                                                -----------      -----------
Commitments and contingencies ( Note 7 )

Shareholder' Equity
Common stock,  $.01 par value,
  20,000,000 shares  Authorized,
  1,393,653 shares issued  and
  outstanding  December 31,1995;
  3,402,607 shares issued and
  outstanding September 30,1996                      13,936           34,026
Additional paid-in capital                        2,035,065        9,875,447
Deficit accumulated during the
 development stage                               (1,752,206)      (3,422,738)
                                                -----------      -----------
     Total shareholders' equity                     296,795        6,486,735
                                                -----------      -----------
     Total liabilities and shareholder'
        equity                                  $   841,735      $ 7,454,831
                                                ===========      ===========
see accompanying notes to financial statements

                                        2



<PAGE>



             Semiconductor Laser International Corporation
                    (A Development Stage Enterprise)

                       Statement of Operations
<TABLE>
<CAPTION>


                                             Three Months Ended              Nine Months Ended
                                                September 30,                    September 30,              Cumulative
                                           1995            1996             1995            1996         From Inception
                                       (Unaudited)      (Unaudited)     (Unaudited)      (Unaudited)        (Unaudited)
                                      -------------    -------------    -------------    ------------    ---------------

<S>                                   <C>               <C>             <C>              <C>            <C>   
                                                                                                        
Operating expenses:                                                                                     
                                                                                                        
Research and development expenses      $    90,049      $   282,859      $   128,547      $   532,307      $   898,729
General and administrative expenses        249,713          393,337          445,544          972,928        2,291,427
Royalties                                     --               --               --             43,188          143,188
                                       -----------      -----------      -----------      -----------      -----------
                                                                                                        
                                                                                                        
   Loss from operations                   (339,762)        (676,196)        (574,091)      (1,548,423)      (3,333,344)
                                                                                                        
Interest income                             15,173           79,339           18,706          183,192          215,907
                                       -----------      -----------      -----------      -----------      -----------
                                                                                                        
   Loss before extraordinary item         (324,589)        (596,857)        (555,385)      (1,365,231)      (3,117,437)
                                                                                                        
Extraordinary loss on early                                                                             
  extinguishment of debt                      --               --               --           (305,301)        (305,301)
                                       -----------      -----------      -----------      -----------      -----------
   Net loss after extraordinary item   ($  324,589)     ($  596,857)     ($  555,385)     ($1,670,532)     ($3,422,738)
                                       ===========      ===========      ===========      ===========      ===========
                                                                                                        
                                                                                                        
Net loss per share:                                                                                     
                                                                                                        
   Loss before extraordinary item      ($     0.26)     ($     0.18)     ($     0.45)     ($     0.48)     ($     1.10)
   Extraordinary item                  $      0.00      $      0.00      $      0.00      ($     0.11)     ($     0.11)
                                       -----------      -----------      -----------      -----------      -----------
Net loss                               ($     0.26)     ($     0.18)     ($     0.45)     ($     0.59)     ($     1.21)
                                       ===========      ===========      ===========      ===========      ===========
                                                                                                        
Weighted average shares outstanding      1,242,397        3,387,238        1,227,763        2,834,753        2,834,753
                                                                                                      
</TABLE>

see accompanying notes to financial statements

                                        3


<PAGE>



                       Semiconductor Laser International Corporation
                             (A Development Stage Enterprise)

                              Statement of Cash Flows
<TABLE>
<CAPTION>


                                                          Nine Months Ended
                                                             September 30,                 Cumulative
                                                        1995              1996           From Inception
                                                     (Unaudited)       (Unaudited)        (Unaudited)
                                                    ------------      ------------      ---------------
<S>                                                 <C>               <C>                 <C>
Cash flows from operating activities:                                                  
Net loss                                             ($  555,385)     ($1,670,532)       ($3,422,738)
Adjustments to reconcile net loss to cash used                                         
 In operating activities:                                                              
     Depreciation and amortization                         6,296           53,985             82,901
     Expenses settled through the issuance of                                          
       Common shares and options                            --             30,730            431,148
     Amortization of debt discount                          --             51,585             51,585
Change in assets and liabilities:                                                      
    (Increase) in accounts receivable                     (2,515)         (32,947)           (38,282)
    Decrease (increase) in inventory                          60           (3,716)            (6,316)
    (Increase) in deferred expenses                         --            (42,708)           (42,708)
    (Increase) in deposits and other assets                  (80)        (437,850)          (441,980)
    (Increase)decrease in deferred financing cost        (17,020)         134,431               --
    Increase in accounts payable                          55,506          111,953            320,893
    Increase (decrease) in accrued expenses and                                        
      other liabilities                                   63,575          (11,811)           122,520
    Increase in accrued royalty payments                    --               --              100,000
                                                     -----------      -----------        -----------
Net cash used in operating activities                   (449,563)      (1,816,880)        (2,842,977)
                                                     -----------      -----------        -----------
Cash flows from investing activities:                                                  
Purchase of plant, property and equipment                (26,496)        (844,020)        (1,020,762)
Increase in intangible assets                               --               --               (3,370)
                                                     -----------      -----------        -----------
Net cash used in investing activities                    (26,496)        (844,020)        (1,024,132)
                                                     -----------      -----------        -----------
Cash flows from financing activities:                                                  
Proceeds from long term debt                                --            455,000            556,669
Payments on long-term debt                                  --           (574,381)          (574,381)
Issuance of stock, net of expenses                     1,073,676        7,860,472          9,496,054
                                                     -----------      -----------        -----------
Net cash provided by financing activities              1,073,676        7,741,091          9,478,342
                                                     -----------      -----------        -----------
Net (decrease) increase in cash, cash equivalents,                                     
  and restricted cash                                    597,617        5,080,191          5,611,233
Cash, cash equivalents, and restricted cash at                                         
  beginning of period                                    170,138          531,042               --
                                                     -----------      -----------        -----------
Cash, cash equivalents, and restricted cash at                                         
  end of period                                      $   767,755      $ 5,611,233        $ 5,611,233
                                                     ===========      ===========        ===========
</TABLE>                                   
                        
see accompanying notes to financial statements

                                        4



<PAGE>



            Semiconductor Laser International Corporation
                  (A Development Stage Enterprise)

                    Notes to Financial Statements
                         September 30, 1996

  1.   Organization

       Semiconductor Laser International Corporation (the "Company") was
       incorporated in New York on September 21, 1993 (inception) to produce
       high power semiconductor diode laser wafers and bars ("HPDL's"), and to
       market products worldwide through major sales representative firms. The
       Company's fiscal year end is December 31.

       Until recently, the Company's primary activities since incorporation have
       been research and development, business and financial planning and
       raising capital. Presently, the Company has built a strong management
       team with specific expertise in the HPDL technology and has completed the
       design of certain products developed through a Cooperative Research and
       Development Agreement (CRDA) with the U.S.Air Force which was
       successfully concluded on September 1, 1996. Having developed and tested
       prototypes, the Company has qualified commercial subcontractors to supply
       products to its required exacting specifications. The Company has
       qualified all of the necessary subcontract suppliers in order to
       reproduce products developed under the CRDA for commercial sales and has
       begun an aggressive sales campaign to market these new products. The
       Company expects to continue to produce and sell products in this manner
       on a limited basis until its manufacturing facility (currently under
       construction) is completed late in the fourth quarter of 1996. The
       Company expects to begin full production of HPDLs before the end of 1996.
       At the time of the completion of construction and the commencement of
       full production, the development stage will end. The Company anticipates
       that it will continue to incur significant and increasing losses as it
       finances the final stages of product development and the establishment of
       its own independent manufacturing facility. This will continue until the
       Company generates sales levels sufficient to support operations.

       The Company has raised sufficient funds through an initial public
       offering of the Company's common stock to fund the construction and
       capitalization of its independent manufacturing facility. Also the
       Company is negotiating a master leasing program to fund most of the
       initial purchases of production equipment needed for this facility.
       However, there is no assurance that the Company will be able to produce
       and sell sufficient quantities of HPDLs in the near future to support
       operations. As a result of the foregoing, there remains a certain doubt
       as to the Company's ability to continue as a going concern. The
       accompanying financial statements do not include any adjustments that
       might result from the outcome of any aforementioned uncertainties.

  2.   Basis of Presentation

       The accompanying consolidated financial statements have been prepared by
       the Company. Certain information and footnote disclosures normally
       included in financial statements prepared in accordance with generally
       accepted accounting principles have been condensed or omitted. In the
       opinion of the Company's management, the disclosures made are adequate

                                        5


<PAGE>



       to make the information presented not misleading, and the consolidated
       financial statements contain all adjustments necessary to present fairly
       the financial position as of September 30, 1996, and the results of
       operations and cash flows for the nine months ended September 30, 1996
       and 1995. The results of operations for the three months and nine months
       ended September 30, 1996 are not necessarily indicative of the results to
       be expected for the full year.

  3.   Summary of Significant Accounting Policies

       Net Loss Per Share

       Net loss per share is computed using the weighted average number of
       common shares outstanding and dilutive common share equivalents. Common
       shares issued and options and warrants granted, by the Company during the
       twelve months preceding the initial public offering date, have been
       included in the calculation of common and common equivalent shares
       outstanding as if they were outstanding for all periods presented in the
       offering ( or periods related thereto ) using the treasury stock method
       and the public offering price of $5.00 per share. Options and warrants
       granted prior to the aforementioned twelve-month period and for the three
       months ended September 30, 1996, have been included in the calculation of
       common and common equivalent shares outstanding when dilutive.

  4.   Inventories

       Inventories at September 30, 1996 and December 31, 1995, consist solely
       of raw materials and supplies. Since the Company is in the development
       stage and has not commenced commercial production, the cost of
       prototypes, including the cost of raw materials and subcontracted labor
       costs, has been charged to research and development expenses.

  5.   Plant Property and Equipment

       The Company purchased approximately 8 acres of land on June 3, 1996 for
       approximately $175,000 in the Town of Kirkwood, New York in an existing
       Industrial Park to build its manufacturing facility. The Company has
       ordered and has been receiving the bulk of the manufacturing equipment
       for this facility. A deposit of approximately $342,000 on the DMS MBE
       wafer growing machine (which is the single most expensive, as well as
       most important, piece of equipment) has been made and is classified as
       part of the "Deposits and other assets."

  6.   Common Stock

       On January 18, 1996, the Company completed a private offering of fifteen
       units (the "Bridge Financing"), each unit consisting of a note (bearing
       interest at 9%) in the principal amount of $50,000 and 10,000 shares of
       common stock, at a price of $50,000 per unit. The principal amount of the
       notes was due and payable on the earlier of the consummation of a public
       offering or January 18, 1997. The Company realized net proceeds from the
       Bridge Financing of approximately $625,000, which net proceeds were
       allocated between the notes and shares included in the Bridge Financing
       based on their relative fair values at the date of such Bridge Financing.
       The $295,000 portion of the Bridge Financing's gross proceeds which were
       allocated to the shares (the "loan discount") and the $75,000 portion of
       the Bridge Financing's offering costs which were allocated to the notes
       (the "deferred financing costs") are being amortized commencing on
       

                                        6


<PAGE>



       January 18, 1996. Upon early repayment of the notes, the Company
       recognized an extraordinary loss of $305,301 representing the unamortized
       loan discount and deferred financing costs.

       On March 19, 1996, the Company sold 1,700,000 shares of common stock at
       $5.00 per share and 1,700,000 warrants to purchase 1,700,000 shares of
       common stock at $.10 per warrant through an initial public offering (the
       "offering") and realized net proceeds from the offering of $7,078,985, a
       portion of which were used to repay the notes from the Bridge Financing.

       On April 3, 1996, the underwriter of the Company's initial public
       offering notified the Company of its intent to exercise, in part, its
       over-allotment option to purchase shares of the Company's common stock.
       As a result, the Company issued and sold an additional 55,000 shares of
       its common stock at the initial public offering price of $5.00 per share.
       The net proceeds to the Company, after expenses and underwriting
       discounts and commissions, were approximately $234,800. The option lapsed
       as to its unexercised portion.

       On June 13, 1996, the Company notified holders of warrants issued in a
       private placement of the Company's common stock and warrants in December
       1994 ( the "private placement " ), of its intent to exercise its right to
       redeem warrants issued in that private placement if such warrants were
       not exercised prior to July 15, 1996. As a result holders of 2,957
       Warrants exercised their right to purchase a like amount of shares of the
       Company's common stock at an exercise price of $ 2.94 per share on June
       29, 1996. Holders of 99,026 warrants exercised their right to purchase a
       like amount of shares of the Company's common stock at $ 2.94 per share
       on July 15, 1996. The Company redeemed the remaining 13,844 warrants at a
       redemption price of $0.26 per warrant. Also in July 1996 options were
       exercised by an employee covering 1,971 shares of common stock.

  7.   Commitments, Contingencies and other matters

       Accrued Litigation Expenses

       The Company was engaged in separate litigations with two companies which
       were retained to assist the company in raising equity. These litigations
       were settled for an aggregate amount of $60,000.

       The Company is currently party to an arbitration proceeding which was
       recently instituted by a former employee who was employed under an
       employment agreement dated October 1, 1995 (the "Agreement"). The
       termination by the Company was based upon alleged violations of Section 6
       (ii) of the Agreement. The dispute as to whether or not such termination
       was justified will be arbitrated under the rules of the American
       Arbitration Association in Syracuse, New York. Under the agreement, the
       employee was entitled to a base salary of $85,000 per year plus bonuses,
       if earned and certain fringe benefits. At this time the Company has not
       reserved any amount for possible liability since the Company believes
       that the termination was justified.

       Agreements

       License agreement

       The Company entered into a license agreement (the "Northwestern
       
                                        7


<PAGE>



       License") with Northwestern University ("Northwestern") on September
       1,1996. The Northwestern license is for exclusive rights (the "rights")
       to produce, market and sell Aluminum free HPDLs worldwide using certain
       patents and know how, as defined in the Northwestern License
       (collectively the 'technology'), owned by Northwestern. Under the terms
       of the Northwestern License, the rights expire upon the expiration of the
       patents or 10 years from the date of the first commercial sale in
       countries where no patent rights exist. The Company also has the right to
       terminate the Northwestern License after three years. Northwestern has
       the right to terminate the Northwestern License after three years if the
       Company does not have products, based on the technology, available for
       sale.

       In consideration for the Northwestern License, the Company has committed
       to pay Northwestern a non-refundable license fee of $21,000 plus $10,000
       of the Company's unregistered common stock (1,231 shares). In addition
       the Company will issue an additional 1,500 shares of unregistered common
       stock one year from the date of the agreement valued at $12,188 as of the
       date of the Northwestern License. These amounts have been accrued for the
       nine-month period and three-month period ending September 30,1996.
       Royalties are also required for sales derived from this technology.
       Royalty payments are based on net sales and are on a sliding scale from
       4% to 1% depending on the sales volume.

       On November 5, 1996 the Company entered into an agreement with Professor
       Manijeh Razeghi at Northwestern University for consulting services as an
       advisor to transfer the Aluminum free technology to the Company for
       commercial production. The term of the agreement coincides with the
       Northwestern License. In consideration for the services to be provided
       under the Agreement, the Company will issue 120,000 shares of the
       Company's unregistered common stock.

       Other agreements

       The Company has entered into a one year agreement dated August 5,1996
       with a public relation firm to provide services (the 'services') for a
       monthly fee of $3,000 plus expenses. In connection with this agreement,
       the company has also committed to provide 10,000 shares of the Company's
       restricted common stock as additional consideration for the services and
       has accrued the value of such restricted stock ($51,250) as of the period
       ended September 30,1996. The Company is amortizing such additional
       consideration over the term of the agreement.


                                       8

<PAGE>

Item 2.   MANAGEMENT DISCUSSION AND ANALYSIS

       The following information should be read in conjunction with the
unaudited financial statements included herein. See Item 1.

OVERVIEW

       The Company's future results of operations and the other forward looking
statements contained in this discussion involve a number of risk and
uncertainties. In addition to the factors discussed below are other factors that
could cause actual results to differ materially such as business conditions,
growth in the industry and the general economy.

       The Company is in the development stage and has not, until recently
commenced the commercialization of any of its proposed products. Products have
been produced and shipped to customers for the purpose of test and evaluation.
During the quarter ending September 30,1996 the Company had achieved an orders
backlog of $538,789. However, production in substantial quantities is not
expected until the Company's proposed manufacturing facility is completed in the
last quarter of 1996. The Company has qualified a number of subcontractors in
all of the areas required to produce and sell products commercially and expects
to increase the number of units available for sale substantially over the next
few months through the use of these subcontractors. Until the facility is
operational and the Company generates sufficient revenue, it expects to operate
at losses to support the hiring and training of personnel and funding the
building of the manufacturing facility and its associated capital equipment.

       On September 1,1996 the Company entered into an exclusive licensing
agreement with Northwestern University whereby the Company has been granted the
exclusive right to produce, market and sell Aluminum free HPDLs worldwide. The
Company believes that this technology will give the Company both a significant
technological advantage over the competition as well as a significantly broader
market base within which the Company can sell its products. The Company believes
that it will take 6 to 9 months to bring this new technology to market and there
can be no guarantee that the Company will be able to commercially produce this
product or to be able to do it in 6 to 9 months. Researchers at Northwestern
University have demonstrated vastimprovements over the last three years with
devices produced in their laboratory using this technology.

LIQUIDITY AND CAPITAL RESOURCES

Nine months ended September 30, 1996

       The Company's cash, cash equivalents and restricted cash were $531,042
and $5,611,233 on December 31, 1995 and September 30, 1996, respectively, a net
increase of $5,080,191 (a $7,741,091 increase from financing activities
partially offset by a decrease of $1,816,880 from operations and $844,020 from
investing activities for the purchase of land and equipment) for the nine-month
period.

       The $7,741,091 of proceeds provided by financing activities were derived
from net proceeds of $7,078,985 realized from the Company's initial public
offering, net proceeds of $245,000 from the private placement of bridge shares,
net proceeds of $234,763 from the issuance of additional shares purchased by the
Company's underwriter through the over-allotment option, net proceeds of
$301,724 from Warrants exercised from the private placement of December 1994 and
options exercised by an employee (for a total of $7,860,472 in stock sales) and
proceeds of $455,000 from the unamortized sale of the bridge notes. These cash
inflows were partially offset by the early repayment of the principal amount of
the bridge notes ($455,000) together with a loan discount of $51,585 associated
with the private placement of such notes and repayment of $67,796 for other long
term notes.

       The net cash used in operating activities for the nine months ended
September 30, 1996 ($1,816,880) was utilized to fund the operating loss of
$1,670,532 and net changes in other working capital of $282,648 partially offset
by non cash expenses of $136,300.

                                        9


<PAGE>



RESULTS OF OPERATIONS

Nine months ended September 30, 1996,  compared to nine months ended September
30, 1995.

       The Company's operations show no sales or revenues during this period of
development stage operations. Any revenues realized from product shipments are
offset against research and development expenses.

       Research and development expenses were $532,307 compared to $128,547 for
the nine-month periods ended September 30, 1996 and 1995, respectively. This
increase of $403,760 was due to increased spending on salaries, materials and
subcontracting cost reflecting increased activity in the development of the
Company's products.

       General and administrative expenses were $972,928 and $445,544 for the
nine-month periods ending September 30, 1996 and 1995, respectively. The
increase of approximately $527,400 is due to an increase in manning levels
(salary and payroll tax expenses increased by approximately $123,200); interest
expenses incurred in payments on the bridge notes and other notes of
approximately $81,900; increases in legal, accounting, and other professional
fees of approximately $50,100; increases in advertising and marketing expenses
of approximately $47,200; increases in travel expenses of approximately $31,500;
increases in depreciation and amortization of approximately $47,100; increases
in office expenses of approximately $70,900; increases in recruiting expenses of
approximately $22,100; increases in rent, insurance and other expenses of
approximately $53,400.

       Royalty expenses were $43,188 for the nine-month period ending September
30, 1996 compared to none for the nine-month period ending September 30, 1995.
The royalty expense was the result of the recognition of these expenses from the
license agreement signed September 1, 1996 with Northwestern University (see
footnote 7 to the financial statements).

       Interest income of $183,192 and $18,706 was recognized for the nine-month
periods ending September 30,1996 and 1995, respectively.The increase of $164,486
was due to the investment of the cash received from the bridge financing, the
Company's initial public offering and private offering Warrants which were
exercised.

       The extraordinary loss of $305,301 recognized for the nine-month period
ending September 30, 1996, resulted from the early retirement of debt from the
notes of the bridge financing and represents the unamortized loan discount and
deferred financing cost of these notes.

Three  months  ended  September  30,  1996,  compared  to three  months  ended
September 30, 1995.

       The Company's operations show no sales or revenues during this period of
development stage operations. Any revenues realized from product shipments are
offset against research and development expenses.

       Research and development expenses were $282,859 compared to $90,049 for
the three-month periods ended September 30,1996 and 1995, respectively. This
increase of $192,810 was due to increased spending on salaries, materials and
subcontracting costs reflecting increased activity in the development of the
Company's products.

                                        10


<PAGE>



       General and administrative expenses were $393,337 and $249,713 for the
three-month periods ending September 30,1996 and 1995 respectively. The increase
of approximately $143,600 is due to an increase in manning levels (raising the
salary and payroll tax expenses by approximately $57,900); interest expenses
incurred in payments on other notes of approximately $1,400; increases in
depreciation and amortization of approximately $24,800; increases in rent,
insurance, office expenses, professional fees, marketing and other expenses of
approximately $59,500.

       Royalty expenses were $43,188 for the three-month period ending September
30, 1996 compared to none for the three-month period ending September 30, 1995.
The royalty expense was the result of the recognition of these expenses from the
license agreement signed September 1, 1996 with Northwestern University (see
footnote 7 to the financial statements).

       Interest income of $79,339 and $15,173 was recognized for the three-month
periods ending September 30,1996 and 1995 respectively. The increase of $64,166
was due to the investment of the cash received from the bridge financing and the
Company's initial public offering and private offering warrants which were
exercised.





                                       11
  
<PAGE>

                   PART II. - OTHER INFORMATION

  Item 1. Legal Proceedings.

       The  company is  involved in  litigation  described  in footnote 7 in the
  financial  statements.  This litigation however does not involve more than 10%
  of the Company's assets.

  Item 2. Changes in Securities.

           None

  Item 3. Defaults Upon Senior Securities.

           None

  Item 4. Submission of Matters to a Vote of Security Holders.

           None

  Item 5. Other Information.

           None

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

      (a)  Exhibits.

           11 Statement  re: Computation of weighted average shares
           outstanding

           27 Financial Data Schedule

      (b)  Reports on Form 8-K.

           None

                                        12



<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 thereto duly authorized.

                                Semiconductory Laser Intenational Corporation
                                  (Registrant)


Date:                           By:  /s/ Geoffrey T. Burnham
November 14, 1996                  -----------------------------------------
                                     Geoffrey T. Burnham
                                     Chairman, President and
                                     Chief Executive Officer

Date:                           By:  /s/ Allen W. Johnson Jr.
November 14, 1996                  -----------------------------------------
                                     Allen W. Johnson Jr.
                                     Controller, Principal Financial Officer,
                                     Principal Accounting Officer




















                                        13