UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from to
---------------- ----------------

Commission file number: 0-27840
----------

CELL ROBOTICS INTERNATIONAL, INC.
------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in its Charter)

Colorado 84-1153295
- ---------------------------------------- ---------------------------------
(State or other jurisdiction I.R.S. Employer
of incorporation or organization) Identification number

2715 Broadbent Parkway N.E., Albuquerque, New Mexico 87107
-------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (505) 343-1131

Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

As of May 14, 2002, 10,396,602 shares of Common Stock of the Registrant were
outstanding.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]

INDEX

<Table>

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Balance Sheets at March 31, 2002 (unaudited) and December 31, 2001

Consolidated Statements of Operations for the Three Months
ended March 31, 2002 and March 31, 2001 (unaudited)

Consolidated Statements of Cash Flows for the Three Months
ended March 31, 2002 and March 31, 2001 (unaudited)

Notes to Unaudited Consolidated Financial Statements

Item 2. Management's Discussion and Analysis or Plan of Operation

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 2. Changes in Securities

Item 3. Defaults Upon Senior Securities

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

Item 5. Other Information

Item 6. Exhibits and Reports on Form 8-K
</Table>

-2-

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The interim unaudited consolidated financial statements contained in this report
have been prepared by Cell Robotics International, Inc. (the "Company") and, in
the opinion of management, reflect all material adjustments which are necessary
for a fair presentation of the financial position, results of operations and
cash flows for the interim periods presented. Such adjustments consisted only of
normal recurring items. Certain information and footnote disclosures made in the
Company's annual report on Form 10-KSB for the year edned December 31, 2001 have
been condensed or omitted for the interim statements. These statements should be
read in conjunction with the financial statements and notes thereto included in
the Company's annual report on Form 10-KSB for the year ended December 31, 2001.
The results of the interim periods are not necessarily indicative of results
which may be expected for any other interim period or for the full year.

-3-

CELL ROBOTICS INTERNATIONAL, INC.
AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
AS OF AS OF
MARCH 31, DECEMBER 31,
2002 2001
------------ ------------
(UNAUDITED)

ASSETS
Current assets:
Cash and cash equivalents $ 847 $ 5,633
Accounts receivable, net of allowance for
doubtful accounts of $4,991 in 2002 and
2001 277,819 287,482
Inventory 745,677 911,421
Other 51,001 49,009
------------ ------------
Total current assets 1,075,344 1,253,545
Property and equipment, net 359,473 386,914
Other assets, net 78,308 19,279
------------ ------------
Total assets $ 1,513,125 $ 1,659,738
============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Notes payable -- related parties $ 1,539,260 $ 1,608,989
Accounts payable 538,774 579,021
Payroll related liabilities 109,925 145,952
Royalties payable 132,481 110,846
Other current liabilities 69,081 44,607
------------ ------------
Total current liabilities 2,389,521 2,489,415
------------ ------------

Stockholders' equity (deficit):
Common stock, $.004 par value. Authorized
50,000,000 shares, 10,396,602 and 9,956,137 shares
issued and outstanding at March 31, 2002
and December 31, 2001, respectively 41,586 39,825

Additional paid-in capital 25,606,410 25,223,575
Accumulated deficit (26,524,392) (26,093,077)
------------ ------------
Total stockholders' deficit (876,396) (829,677)
------------ ------------
$ 1,513,125 $ 1,659,738
============ ============
</Table>

SEE ACCOMPANYING NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

-4-

CELL ROBOTICS INTERNATIONAL, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS

<Table>
<Caption>
UNAUDITED
THREE MONTHS ENDED
MARCH 31, 2002 MARCH 31, 2001
-------------- --------------

Product sales $ 394,923 $ 219,291
Research and development grants -- 10,387
------------ ------------
Total revenues 394,923 229,678
------------ ------------

Product cost of goods sold (315,802) (252,862)
SBIR direct expenses -- (10,387)
------------ ------------
Total cost of goods sold (315,802) (263,249)
------------ ------------

Gross profit (loss) 79,121 (33,571)
------------ ------------

Operating expenses:
General and administrative 184,823 238,329
Marketing & sales 174,980 357,354
Research and development 110,795 159,222
------------ ------------
Total operating expenses 470,598 754,905
------------ ------------

Loss from operations (391,477) (788,476)
------------ ------------

Other income (expense):
Other income 20,316 4,296
Interest expense (60,154) (21,575)
------------ ------------
Total other expense (39,838) (17,279)
------------ ------------

Net loss applicable to common shareholders $ (431,315) $ (805,755)
============ ============

Weighted average common shares
outstanding, basic and diluted 10,261,119 9,979,296
============ ============

Net loss applicable to common shareholders
per common share, basic and diluted $ (0.04) $ (0.08)
============ ============
</Table>

SEE ACCOMPANYING NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

-5-

CELL ROBOTICS INTERNATIONAL, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
UNAUDITED
THREE MONTHS ENDED
MARCH 31, 2002 MARCH 31, 2001
-------------- --------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (431,315) $ (805,755)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 37,561 46,639
Beneficial conversion charge 19,883 --
Common stock issued for services -- 8,907
Options and warrants issued for services 61,781 28,655
Decrease in accounts receivable 9,663 258,808
Decrease in inventory 165,744 46,124
(Increase) decrease in other assets (63,774) 34,609
Decrease in current liabilities (30,165) (609,707)
----------- -----------
Net cash used in operating activities (230,622) (991,720)
----------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES -
Purchase of property and equipment (7,367) (631)
----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of options 2,932 --
Proceeds from issuance of common stock 300,000 --
Repayment of notes payable (150,000) (19,034)
Proceeds from notes payable and warrants 80,271 444,355
----------- -----------
Net cash provided by financing activities 233,203 425,321
----------- -----------

Net decrease in cash and cash equivalents: (4,786) (567,030)
Cash and cash equivalents:
Beginning of period 5,633 1,043,230
----------- -----------
End of period $ 847 $ 476,200
=========== ===========

SUPPLEMENTAL INFORMATION:

Interest paid $ 2,705 $ 1,988
=========== ===========
</Table>

SEE ACCOMPANYING NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

-6-

CELL ROBOTICS INTERNATIONAL, INC.
AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002

1. Presentation of Unaudited Consolidated Financial Statements

These unaudited consolidated financial statements have been prepared in
accordance with the rules of the Securities and Exchange Commission and,
therefore, do not include all information and footnotes otherwise necessary for
a fair presentation of financial position, results of operations and cash flows,
in conformity with accounting principles generally accepted in the United
States. However, the information furnished, in the opinion of management,
reflects all adjustments necessary to present fairly the Company's financial
position, results of operations and cash flows. The results of operations are
not necessarily indicative of results which may be expected for any other
interim period or for the year as a whole.

2. Issuance of Equity Securities

In January 2000, the Company terminated its public and investor
relations agreement with RCG Capital Markets Group, Inc. effective January 1,
2000. In lieu of payment for three additional months of service retainer fees,
the Company granted options for an additional 25,000 shares of Common Stock at
an exercise price equal to $3.25, the closing price of the Company's Common
Stock on February 15, 2000. Due to early termination of this agreement, 50,000
unvested options were canceled. The Company recorded a charge of $44,659, the
fair value of the options granted. The fair value was calculated on the grant
date using the Black Scholes option-pricing model. The significant assumptions
include an expected dividend of zero, a risk free interest rate of 6.375% and an
expected volatility of 75.2%.

Additionally, in January 2000, the Company issued a total of 40,000
Common Stock purchase warrants to an investment research firm and a new public
relations firm. The Company was also committed under the terms of the agreement
with the new public relations firm to issue an additional 30,000 warrants if
representation continued beyond six months. The warrants are exercisable through
February 2, 2003 to purchase one share of Common Stock for a price of $2.40 per
share. Of the additional 30,000 warrants, 15,000 vested April 1, 2000, after
three months of service, and the remaining 15,000 vested on July 1, 2000, after
six months of service. The fair value of these performance-based options has
been measured upon vesting and charged to operations at such time. The Company
recorded charges of $124,321, the fair value of the options granted. The fair
value was calculated on the grant dates using the Black Scholes option-pricing
model. The significant assumptions include an expected dividend of zero, a risk
free interest rate of 6.375% and an expected volatility of 75.2%.

In February 2000, an underwriter in a previous offering exercised a
portion of its Placement Agent's Warrants to purchase a total of 10.9825 units
at a price of $25,000 per unit. Each unit consists of 20,000 shares of Common
Stock and class A warrants exercisable for 10,000 shares of Common Stock. The
underwriter exercised the underlying class A warrants simultaneously with the
exercise of the Private Placement Warrants. Proceeds to the Company were
approximately $467,000.

-7-

2000 under the note. The principal amount of $1,200,000 was paid in full with
and converted into 500,000 shares of Common Stock on August 30, 2000. An SB-2
registration statement registering the shares issuable upon conversion of the
promissory note was declared effective by the SEC on July 20, 2000. In
connection with the beneficial conversion of this note, the Company recorded a
non-cash charge of $1,200,000 in the quarter ended September 30, 2000.

In March 2000, a previous distributor of the Company exercised its
warrant to purchase 100,000 shares of Common Stock at a price of $2.25 per
share. Proceeds to the Company were approximately $225,000.

On May 26, 2000 the Company issued 500,000 shares of its Common Stock
for $2,000,000 in a private placement with Paulson Investment Company of
Portland, Oregon. A five percent placement fee was paid to Mark T. Waller of
BridgeWorks Capital, a former member of the Company's Board of Directors after
the close of the transaction.

In February, May and July 2000, and in January 2001, the Company issued
a total of 145,000 shares of its Common Stock to Pollet & Richardson as payment
for legal services. The Company recorded charges of $560,312, the fair value of
the stock issued. The fair value was calculated on the measurement dates using
the market price of the Company's common stock on those dates.

In October 2001 the Company issued a total of 37,375 shares of its
Common Stock as payment for services. The Company recorded charges of $15,000,
the fair value of the stock issued. The fair value was calculated on the
measurement dates using the market price of the Company's common stock on those
dates.

On January 25, 2002, the Company issued 424,208 shares of its Common
Stock in a private placement with William Hayman, a private investor, which
resulted in gross proceeds to the Company of $300,000. Additionally Mr. Hayman
was issued warrants to purchase 84,842 shares of the Company's Common Stock at a
price of $0.90 per share. The warrants expire on January 25, 2007. A success fee
of 8,333 shares of the Company's Common Stock was paid after the close of the
transaction.

3. Notes Payable

In December 1999, the Company issued a note payable for $250,000 to
Humagen Fertility Diagnostics, Inc. whose president, chief executive officer and
majority shareholder is Dr. Debra Bryant, a former member of the Company's board
of directors. The note bears interest at six percent. In January 2001, the
Company used $45,000 of the proceeds of the loans by the Company's directors and
their affiliates described below as payment against the outstanding balance of
$250,000 plus accrued interest. The Company also paid monthly installments of
$10,000 each from February through April 2001. The remaining balance of the note
is now payable upon demand. During the quarter ended March 31, 2002 $150,000 of
principal and interest were repaid under this note. During the quarter ended
March 31, 2002 the Company paid approximately $2,700 of interest on this note.

In February 2000, the Company executed a secured convertible promissory
note from a member of the Company's Board of Directors, which was amended in
March 2000. The director advanced $250,000 on March 3, 2000; $250,000 on March
9, 2000; $200,000 on March 28, 2000; and the remaining $500,000 on April 26,
2000 under the note. The principal amount of $1,200,000 was paid in full by
conversion into 500,000 shares of Common Stock on August 30, 2000. An SB-2
registration statement registering the shares issuable upon conversion of the
promissory note was declared effective by the SEC on July 20, 2000. In
connection with the beneficial conversion of this note, the Company recorded a
non-cash charge of $1,200,000 in the quarter ended September 30, 2000.

-8-

On January 31, 2001, certain members of the Company's board of
directors and affiliates of members or former members of its board of directors
agreed to make term loan advances to the Company in an aggregate amount of
$1,000,000. Loans in the amount of $100,000, $400,000 and $500,000 under this
$1,000,0000 commitment were made in February 2001, March 2001 and May 2001,
respectively. The loans are evidenced by unsecured promissory notes, bear
interest at the rate of ten percent per annum and were due on January 31, 2002.
As of the filing date of this report these loans are due and payable in full.
Additionally, the lenders were issued warrants to purchase an aggregate of
150,000 shares of Common Stock. The warrants are exercisable until January 31,
2004, for Common Stock at a price of $1.125 per share, the market price for the
Common Stock when the loan agreement was signed. The warrants are immediately
exercisable. The Company has allocated $32,540 in proceeds from the loan to the
warrants based on the fair value of the warrants. This amount has been recorded
as a discount on the loans and is being amortized over the life of the loans.
During the quarter ended March 31, 2002 the Company expensed approximately
$25,000 of interest on this loan agreement.

In August 2001, the Company signed a convertible note in the face
amount of $500,000 payable to Mr. Oton Tisch, one of the Company's directors.
Mr. Tisch, funded $190,000 after the signing of the convertible note in August
2001. Additional funds of $150,000 and $40,000 were provided by Mr. Tisch in
December 2001 and January 2002, respectively. Principal and accrued interest
evidenced by the note are convertible into shares of the Company's Common Stock
at any time. The conversion price of the convertible note is $0.5994 per share
of the Company's Common Stock or 90% of the average closing price per share of
the Company's Common Stock for 15 trading days ending on the trading day
immediately prior to the date of conversion, whichever is less. However, the
conversion price cannot be less than $0.30 per share. The convertible note bears
interest at 10% per annum and is presently secured by all of the Company's
assets. Unless sooner converted, the convertible note is due on August 2, 2002.
The Company anticipates that a non-cash beneficial conversion charge will be
expensed as interest as a result of this transaction. The amount of this charge
cannot be determined at this time due to the variable nature of the conversion
price. In connection with the issuance of the convertible note, Mr. Tisch was
issued a warrant to purchase up to 37,500 shares of the Company's Common Stock,
of which 28,500 shares have become exercisable, after including the January 2002
funding. The remaining shares covered by the warrant will become exercisable in
proportion to the amount funded by Mr. Tisch under the convertible note. The
warrant is exercisable until August 2, 2004, for Common Stock at a price of
$0.67 per share.

On March 29, 2002, the Company signed a promissory note in the face
amount of $2,000,000 payable to one of the Company's directors, Mr. Oton Tisch.
This new promissory note allows Mr. Tisch to make one or more advances to the
Company at times and in amounts, as determined by Mr. Tisch in his discretion,
up to an aggregate principal sum of $2,000,000. Therefore, Mr. Tisch has no
obligation or commitment to make any loans under this note. This note bears
interest at 8% per annum and is presently secured by all the Company's assets.
Mr. Tisch funded an aggregate of $263,000 under this note in April and May 2002.
All principal and interest outstanding under the note is due on April 1, 2004.

4. Earnings Per Share

Basic loss per share is computed on the basis of the weighted-average
number of common shares outstanding during the quarter. Diluted loss per share,
which is computed on the basis of the weighted average number of common shares
and all potentially dilutive common shares outstanding during the quarter, is
the same

-9-

as basic loss per share for the quarters ended March 31, 2002 and 2001, as all
potentially dilutive securities were anti-dilutive.

Options to purchase 2,915,702 and 1,924,075 shares of Common Stock were
outstanding at March 31, 2002 and 2001, respectively. Warrants to purchase
1,761,168 and 1,577,326 shares of Common Stock were outstanding at March 31,
2002 and 2001. These were not included in the computation of diluted loss per
share as the assumed exercise of the options would have been anti-dilutive
because of the net losses incurred in the quarters ended March 31, 2002 and
2001.

5. Operating Segments

The Company has two operating segments: scientific research instruments
and laser-based medical devices. The scientific research instruments segment
produces research instruments for sale to universities, research institutes, and
distributors. The laser-based medical devices segment produces the Lasette for
home and clinical use for sale to clinics, individual consumers and to
distributors.

The accounting policies of the segments are the same as those described
in the summary of significant accounting policies in the Company's Annual Report
on Form 10-KSB. The Company evaluates segment performance based on profit or
loss from operations prior to the consideration of unallocated corporate general
and administration costs. The Company does not have intersegment sales or
transfers. The Company's reportable segments are strategic business units that
offer different products and services. They are managed separately because each
business utilizes different technologies and marketing strategies.

Operating Segments

<Table>
<Caption>
March 31, 2002
--------------
Scientific Laser-Based
Research Medical
Instruments Devices Corporate Total
----------- -------------- --------- --------

Revenues from customers $ 177,584 217,339 -- 394,923

Loss from operations (72,761) (133,893) (184,823) (391,477)
</Table>

<Table>
<Caption>
March 31, 2001
--------------
Scientific Laser-Based
Research Medical
Instruments Devices Corporate Total
----------- -------------- --------- --------

Revenues from customers $ 135,378 83,913 -- 219,291
Research and development
grants 10,387 -- -- 10,387
Loss from operations (2,819) (548,228) (237,429) (788,476)
</Table>

6. Capital Resources

Since inception, the Company has incurred operating losses and
other equity charges which have resulted in an accumulated deficit of
$26,524,392 at March 31, 2002 and operations using net cash of $230,622
in the quarter ended March 31, 2002.

-10-

The Company's ability to improve cash flow and ultimately
achieve profitability will depend on its ability to significantly
increase sales. Accordingly, the Company is manufacturing and marketing
a sophisticated laser-based medical device which leverages the
Company's existing base of patented technology. The Company believes
the markets for this new product are broader than that of the
scientific research instruments market and, as such, offer a greater
opportunity to significantly increased sales. In addition, the Company
is pursuing development and marketing partners for some of its new
medical products. These partnerships will enhance the Company's ability
to rapidly ramp-up its marketing and distribution strategy, and
possibly offset the products' development costs.

Although the Company is manufacturing and marketing its
sophisticated laser-based medical device and continues to market its
scientific research instrument line, it does not anticipate achieving
profitable operations until possibly the end of 2002. As a result, the
Company expects its accumulated deficit to increase in the near future.

The accompanying consolidated financial statements have been
prepared in conformity with accounting principles generally accepted in
the United States of America which contemplate continuation of the
Company as a going concern. There is substantial doubt that the Company
will be able to continue as a going concern. The ultimate continuation
of the Company is dependent on attaining additional financing and
profitable operations.

-11-

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion and analysis should be read in conjunction
with the Financial Statements and Notes thereto appearing elsewhere in this
report.

LIQUIDITY AND CAPITAL RESOURCES

Our liquidity and capital resources decreased in the first quarter of
2002 due primarily to our ongoing operating losses. Our current ratio at March
31, 2002 was 0.45 compared to 0.50 at December 31, 2001.

Cash used in operations for the quarters ended March 31, 2002, December
31, 2001 and March 31, 2001 was $230,622, $367,661 and $991,720, respectively.
The primary reason for the decrease in cash used in operations was that we had
fewer cash resources and implemented cost reduction measures during the second
half of 2001 and during the first quarter of 2002.

Cash provided by financing activities for the quarters ended March 31,
2002, December 31, 2001 and March 31, 2001 was $233,203, $246,839 and $425,321,
respectively. The decrease in net cash provided by financing activities resulted
primarily from fewer available sources of capital.

Total assets decreased to $1,513,125 at March 31, 2002 from $1,659,738
at December 31, 2001, a decrease of $146,613, or 9%. This decrease in total
assets is primarily attributed to a decrease in inventory. The decrease in
inventory occurred because of our limited cash resources. During the quarter
ended March 31, 2002 we limited to the extent possible any additional purchases
of parts and other components used in our manufacturing processes.

Our working capital decreased to a deficit of $1,314,177 at March 31,
2002 from a deficit of $1,253,870 at December 31, 2001. The decrease was
primarily due to the use of cash resources to fund our ongoing operating losses.

Our outstanding indebtedness for borrowed money includes the following:

o In December 1999, we borrowed $250,000 from Humagen
Fertility Diagnostic, Inc., whose president, chief
executive officer and majority shareholder is Dr. Debra
Bryant, a former director of the company. The note did not
bear interest until June 2000, at which time the unpaid
balance of the note began to accrue interest at six percent
per annum. The principal balance of the note is now payable
in equal monthly installments of $50,000 each commencing
January 31, 2002, until paid in full. As of the date of
this report, approximately $43,600 of the principal balance
of this note remains outstanding.

o In January 2001, certain members of our board of directors
and affiliates of members or former members of our board of
directors also agreed to make term loan advances to us in
an aggregate amount of $1,000,000. Loans in the amount of
$100,000, $400,000 and $500,000 under this $1,000,0000
commitment were made in February 2001, March 2001 and May
2001, respectively. The loans are evidenced by unsecured
promissory notes, bear interest at the rate of ten percent
per annum and were due on January 31, 2002. As of the
filing date of this report we have not repaid these loans;
therefore, payment of these loans

-12-

can be demanded at any time. In connection with the January
2001 loan commitment, each lender was issued a warrant in
proportion to the amount of the loan made by that lender.
The warrants allow the lenders to purchase an aggregate of
150,000 shares of our common stock. The warrants may be
exercised until January 31, 2004, at a price equal to
$1.125 per share of our common stock. We used $45,000 of
the proceeds of the above loans by our directors as payment
against the outstanding balance of principal and accrued
interest on the $250,000 note payable to Humagen Fertility
Diagnostic, Inc., whose president, chief executive officer
and majority shareholder is Dr. Debra Bryant, a former
director of the company. The remaining proceeds were used
to pay trade payables and for working capital and other
general corporate purposes.

o In August 2001, we signed a convertible note in the face
amount of $500,000 payable to Mr. Oton Tisch, one of our
directors. Mr. Tisch funded $190,000 after the signing of
the convertible note in August 2001. Additional funds of
$150,000 and $40,000 were provided by Mr. Tisch in December
2001 and January 2002, respectively. Mr. Tisch no longer
has a commitment to loan any additional funds under this
convertible note. Principal and accrued interest evidenced
by the note are convertible into shares of our common stock
at any time. The conversion price of the convertible note
is $0.5994 per share of our common stock or 90% of the
average closing price per share of our common stock for 15
trading days ending on the trading day immediately prior to
the date of conversion, whichever is less. However, the
conversion price cannot be less than $0.30 per share. The
convertible note bears interest at ten percent per annum
and is presently secured by all our assets. Unless sooner
converted, the convertible note is due on August 2, 2002. A
non-cash beneficial conversion charge will be expensed as
interest as a result of this transaction if at the time of
conversion the fair market value of our common stock is
lower than it was when the convertible note was originally
funded. The amount of this charge cannot be determined at
this time due to the variable nature of the conversion
price. In connection with the issuance of the convertible
note, Mr. Tisch was issued a warrant to purchase up to
37,500 shares of our common stock, of which 28,500 shares
have become exercisable. The remaining shares covered by
the warrant will become exercisable in proportion to the
amount funded by Mr. Tisch under the convertible note. The
warrant is exercisable until August 2, 2004, for common
stock at a price of $0.67 per share. The proceeds from the
loan made to date under the convertible note were used to
pay trade payables and for working capital and other
general corporate purposes.

o On March 29, 2002, we signed a promissory note in the face
amount of $2,000,000 payable to one of our directors, Mr.
Oton Tisch. This new promissory note allows Mr. Tisch to
make one or more advances to us at times and in amounts, as
determined by Mr. Tisch in his discretion, up to an
aggregate principal sum of $2,000,000. Therefore, Mr. Tisch
has no obligation or commitment to make any loans under
this note. This note bears interest at 8% per annum and is
presently secured by all our assets. Mr. Tisch funded an
aggregate of $263,000 under this note in April and May
2002. All principal and interest outstanding under the note
is due on April 1, 2004.

Since our inception, to provide working capital for our product
development and marketing activities, we have relied principally upon the
proceeds of both debt and equity financings and, to a lesser extent, the
proceeds of Small Business Innovative Research grants. We have not been able to
generate sufficient cash from operations and, as a consequence, we must seek
additional financing to fund ongoing operations.

-13-

We anticipate that our existing current working capital and expected
cash flow from operating activities will only be sufficient to allow us to meet
operational obligations through May 31, 2002, assuming the repayment of
$1,000,000 of our current outstanding indebtedness for borrowed money is not
demanded before that date. We expect to experience operating losses and negative
cash flow for the foreseeable future and do not have sufficient cash to sustain
those operating losses without additional financing. We presently need financing
to repay our current indebtedness, including payment of our notes in the
aggregate principal amount of $1,000,000 that are currently due. We also will
need financing to repay $380,000 principal amount of indebtedness under our
convertible note that becomes due in August 2002 unless sooner converted. In
addition to debt service requirements, we will require cash to fund our
operations which we estimate will be approximately $2,000,000 for the remainder
of 2002. Our operating requirements depend upon several factors, including the
rate of market acceptance of our products, particularly the Lasette, our level
of expenditures for manufacturing, marketing and selling our products, costs
associated with our staffing and other factors. If our operating requirements
vary materially from those currently planned, we may require more financing than
currently anticipated. Although we have had discussions with potential
investors, we have not been able to obtain financing on acceptable terms as of
the date of this report. We intend to continue to seek to raise equity or debt
financing. However, no assurance can be given that we will be able to obtain
additional financing on favorable terms, if at all. Borrowing money may involve
pledging some or all of our assets. Raising additional funds by issuing common
stock or other types of equity securities would further dilute our existing
shareholders. If we cannot obtain additional financing in a timely manner, we
will not be able to continue our operations. In addition, we have received a
report from our independent auditors covering our fiscal years ended December
31, 2001 and 2000 financial statements. The report contains an explanatory
paragraph that states that our recurring losses and negative cash flows from
operations raise substantial doubt about our ability to continue as a going
concern. The consolidated financial statements do not include any adjustments
that might result from the outcome of that uncertainty.

To date, we have generated only limited revenues from the sale of our
products and have been unable to profitably market our products. We incurred net
losses applicable to common shareholders of $431,315 and $2,723,844 in the
quarter ended March 31, 2002 and in the year ended December 31, 2001,
respectively, with revenues from the sale of our products of $394,923 and
$1,461,447 in the quarter ended March 31, 2002 and the year ended December 31,
2001, respectively. We do not have sufficient cash to sustain continuing
operating losses without additional financing. Even if we are able to obtain
additional financing to allow us to continue operations and repay indebtedness,
we will still need to generate significant revenues and improve our gross
margins to fund anticipated manufacturing and marketing costs and to achieve and
maintain profitability. We cannot assure you that we will ever generate
sufficient revenues to achieve profitability, which will have a negative impact
on the price of our common stock. If we do achieve profitability, we cannot
assure you that we will be able to sustain or increase profitability in the
future.

RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THE THREE
MONTHS ENDED MARCH 31, 2001

Revenues from our product sales increased 80% to $394,923 at March 31,
2002 from $219,291 at March 31, 2001. Sales of laser-based medical devices
during the quarter ended March 31, 2002 were $217,339, an increase of 159% from
sales of $83,913 in the comparable quarter of 2001. Sales of our scientific
research instruments during the quarter ended March 31, 2002 were $177,584, a
31% increase over sales of the scientific research instruments in the first
quarter of 2001. We generated no revenues from research and development grants
in the first quarter of 2002 because our final research grant expired in
September 2001.

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Our gross margin was 20% for the quarter ended March 31, 2002, compared
to a negative margin of 15% for the quarter ended March 31, 2001. A lack of
efficiencies in the production of our laser-based medical products contributed
to the negative gross margin in 2001. These inefficiencies were primarily due to
low volume of sales. As sales increased during the first quarter of 2002 our
gross margin returned to a positive level.

Operating expenses decreased $284,307 from $754,905 for the quarter
ended March 31, 2001 to $470,598 for the quarter ended March 31, 2002. Because
our cash resources were limited, we implemented measures to reduce expenditures
during 2001. As a result of these measures, operating expenses decreased in
nearly all areas of our operations. Of the $284,307, marketing and sales
expenses decreased $182,374. This decrease resulted primarily from personnel
cut-backs in sales during the third quarter of 2001. Our marketing and sales
employees decreased from ten full-time employees in the first quarter of 2001 to
six full-time employees and one part-time employee during the first quarter of
2002.

Other income increased to $20,316 during the quarter ended March 31,
2002 from $4,296 during the quarter ended March 31, 2001. The increase was due a
royalty payment received in January 2002 in connection with the IVF workstation
technology that was sold in 2000. During the three months ended March 31, 2002
interest expense increased to $60,154 from $21,575 during the quarter ended
March 31, 2001. The increase in interest expense occurred for two reasons.
First, the increase in 2002 was because of interest expense associated with
higher outstanding balances of borrowed indebtedness in 2002 verses 2001. These
higher debt balances are primarily attributed to the $1 million board loan
signed in January 2001 and the $500,000 convertible note signed in August 2001.
Second, in January 2002 a beneficial conversion charge of approximately $19,900
was recorded in interest expense for an advance made to us under the August 2001
convertible note.

CRITICAL ACCOUNTING POLICIES

High-quality financial statements require rigorous application of high-quality
accounting policies. The policies discussed below are considered by management
to be critical to an understanding of the Company's financial statements because
their application places the most significant demands on management's judgment,
with financial reporting results relying on estimation about the effect of
matters that are inherently uncertain. Specific risks for these critical
accounting policies are described in the following paragraphs. For all of these
policies, management cautions that future events rarely develop exactly as
forecast, and the best estimates routinely require adjustment.

REVENUE RECOGNITION - Sales to qualified distributors are recognized when the
products are shipped from the plant and ownership is transferred to the
customer. In certain instances where the Company is required to install its
products at a customer location, the revenue is deferred until the installation
is complete. The Company provides an allowance for returns based on historical
experience.

LOSS CONTINGENCIES - Loss contingencies are recorded as liabilities when it is
probable that a liability has been incurred and the amount of the loss is
reasonably estimable. Disclosure is required when there is a reasonable
possibility that the ultimate loss will exceed the recorded provision.
Contingent liabilities are often resolved over long time periods. Estimating
probable losses requires analysis of multiple forecasts that often depend on
judgments about potential actions by third parties such as regulators.

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SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements. These statements
relate to future events or our future financial performance. In some cases,
forward-looking statements can be identified by terminology, for instance the
terms "may," "will," "should," "expect," "plan," "anticipate," "believe,"
"estimate," "predict," "potential" or "continue," the negative of these terms or
other comparable terminology. These forward-looking statements include, but are
not limited to, statements regarding the following:

o anticipated operating results and sources of future revenue;

o growth;

o adequacy of the Company's financial resources;

o development of new products and markets;

o obtaining and maintaining regulatory approval and changes in
regulations;

o competitive pressures;

o commercial acceptance of new products;

o changing economic conditions;

o expectations regarding competition from other companies; and

o the Company's ability to manufacture and distribute its
products.

Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates. These
forward-looking statements are based largely on our current expectations and are
subject to a number of risks and uncertainties. Actual results will differ and
could differ materially from these forward-looking statements. The factors that
could cause actual results to differ materially from those in the
forward-looking statements include the following: (i) industry conditions and
competition, (ii) reforms in the health care industry or limitations imposed on
third party reimbursement of health care costs, (iii) the rate of market
acceptance of the Company's products, particularly the Lasette, (iv) operational
risks and insurance, (v) risks associated with operating in foreign
jurisdictions, (vi) product liabilities which may arise in the future which are
not covered by insurance or indemnity, (vii) the impact of current and future
laws and government regulation, as well as repeal or modification of same,
affecting the medical device industry and the Company's operations in
particular, (viii) the ability to retain key personnel, (ix) renegotiation,
nullification, or breach of contracts with distributors, suppliers or other
parties, (x) the relationship with the Company's suppliers, particularly its
supplier of crystals used in our Ebrium: YAG lasers and (xi) the risks described
elsewhere, herein and from time to time in the Company's other reports to and
filings with the Securities and Exchange Commission. In light of these risks and
uncertainties, there can be no assurance that the matters referred to in the
forward-looking statements contained in this Report will in fact occur. The
Company does not intend to update any of the forward-looking statements after
the date of this Report.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
None.

ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS

On January 25, 2002, the Company issued 424,208
shares of its Common Stock in a private placement with William
Hayman, a private investor, which resulted in gross proceeds
to the Company of $300,000. Additionally, Mr. Hayman was
issued warrants to purchase 84,842 shares of the Company's
Common Stock at a price of $0.90 per share. The warrants
expire on January 25, 2007. A success fee of 8,333 shares of
the Company's Common Stock was paid after the close of the
transaction. The proceeds were used for working capital in the
Company's day-to-day operations.

ITEM 3. DEFAULT 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

Exhibits:

None.

Reports on Form 8-K:

None.

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SIGNATURES

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

CELL ROBOTICS INTERNATIONAL, INC.

Dated: May 15, 2002 By: /s/ Ronald K. Lohrding
--------------------------------------
Ronald K. Lohrding, President, Chief
Executive Officer and Chairman of the
Board of Directors

Dated: May 15, 2002 By: /s/ Paul C. Johnson
--------------------------------------
Paul C. Johnson, Chief Operating
Officer, Chief Financial Officer,
Director and Secretary

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