U. S. 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,  2001

[ ]     TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934

         For  the  transition  period  from                to
                                            --------------    ------------------


                           Commission File No. 0-31927


                          LASERLOCK TECHNOLOGIES, INC.
              -----------------------------------------------------
             (Exact name of Registrant as specified in its charter)

           NEVADA                                   23-3023677
      -------------------------------             -------------------
      (State or other jurisdiction of               (IRS Employer
       Incorporation or Organization)             Identification No.)


                      837 Lindy Lane, Bala Cynwyd, PA 19004
          ------------------------------------------------------------
                    (Address of Principal Executive offices)


                                (610) 909 - 1000
                                 --------------
                           (Issuer's telephone number)


     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                       No      X
                               -------                   -------

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the  latest  practicable  date:


 Class                                 Outstanding at March 31, 2001
 -----                                 ----------------------------

Common  Stock,  no  par  value                  13,289,999

<PAGE>
Transitional  Small  Business  Disclosure  Form  (check  one):

                          Yes     X                 No
                              --------                 --------


                          LASERLOCK TECHNOLOGIES, INC.


                                TABLE OF CONTENTS
                                   FORM 10-QSB


                                     PART I
                              FINANCIAL INFORMATION


Item  1.           Financial  Statements,  Unaudited

                  Unaudited    Balance  Sheet
                    at  March 31, 2001

                  Unaudited   Statement  of  Operations
                    for  the  three  months  ended
                        March 31, 2000  and  2001

                  Unaudited   Statement  of  Cash  Flow  for  the
                    three  months  ended      March 31, 2000  and  2001

                  Unaudited    Statement  of  Shareholders Equity
                   for  the three  months  ended    March 31, 2001


                  Notes  to  Unaudited  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  and  Use  of  Proceeds

Item  6.           Exhibits  and  Reports  on  Form  8-K

Signatures

Exhibits

<PAGE>
                         PART I - FINANCIAL INFORMATION


Item  1.  Financial  Statements

<PAGE>

<TABLE>
<CAPTION>
                          LASERLOCK TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS




                                     ASSETS


                                                                        March 31,            December 31,
                                                                            2001                    2000
                                                                        ------------         -----------------     ---
                                                                       (Unaudited)

Current assets:
   <S>                                                                     <C>                   <C>
   Cash and cash equivalents                                               $ 538,901             $  656,803
   Interest receivable                                                         2,769                  4,725
   Prepaid expenses                                                            4,250                  4,250
                                                                         ------------          -------------
          Total assets                                                     $ 545,920             $  665,778
                                                                           ==========            ===========       =




                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable and accrued expenses
    and total liabilities                                                $     1,343          $         245
                                                                         ------------         --------------

Commitments

Stockholders' equity:
   Preferred stock, $.001 par value;
    10,000,000 shares authorized,
    no shares issued and outstanding
   Common stock, $.001 par value;
    40,000,000 shares authorized,
    13,289,999 shares outstanding                                             13,290                 13,290
   Deferred consulting fees                                                  (10,200)               (20,683)
   Additional paid-in capital                                              1,109,868              1,094,868

   Deficit accumulated during the development stage                         (568,381)              (421,942)
                                                                          -----------            -----------       -

Total stockholders' equity                                                   544,577                665,533
                                                                          -----------            -----------
Total liabilities and stockholders' equity                                $  545,920             $  665,778
                                                                          ===========            ===========

</TABLE>
                 See accompanying notes to financial statements

<PAGE>
<TABLE>
<CAPTION>

                          LASERLOCK TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
     AND THE PERIOD NOVEMBER 10, 1999 (DATE OF INCEPTION) TO MARCH 31, 2000
                                   (Unaudited)





                                   Cumulative
                                      Since
                                                              Inception             2001             2000
                                                            -------------           ----             ----

<S>                                                          <C>                  <C>               <C>
Revenues                                                 $    --       .    $     --        . $      --      .
                                                         ---------------    ----------------- ----------------

Costs and expenses:
    Research and development                                      96,526               35,808
    Patent                                                        25,000
    Legal and accounting                                          49,935               13,000            8,305
    Selling, general and administrative                          429,918              106,682           17,679
                                                             ------------         ------------     ------------

      Total costs and expenses                                   601,379              155,490           25,984
                                                                                                              -

Loss before other income                                        (601,379)            (155,490)         (25,984)

Other income:
    Interest income                                               32,998                9,051                .
                                                             -----------          ----------- ----------------

Net loss                                                      $( 568,381)           $(146,439)      $  (25,984)
                                                              ===========           ==========      ===========

Basic and diluted weighted average common
 shares outstanding                                                                13,289,999        8,462,472

Basic and diluted net loss per common share                                               $ (.01)           $ .00
                                                                                          =======           ======

</TABLE>

                 See accompanying notes to financial statements

<PAGE>
<TABLE>
<CAPTION>
                          LASERLOCK TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
     FOR THE PERIOD NOVEMBER 10, 1999 (DATE OF INCEPTION) TO MARCH 31, 2001




                                                                                                          Deficit
                                                             Common Stock                                 Accumulated
                                                        -----------------------                Additional during the
                                                         Number                Consulting      Paid-In    Development
                                                        of Shares    Amount          Fees       Capital    Stage       Total
                                                        --------_    ------     ----------    ------------

<S>                                                  <C>         <C>            <C>        <C>          <C>             <C>
Issuance of 4,278,000 shares on November 10, 1999    4,278,000   $  4,278                  $   16,595   $  ---          $  20,873

Issuance of 1,232,000 shares of common stock
  in exchange for services                           1,232,000      1,232                      35,728      ---             36,960

Issuance of 2,090,000 shares of common stock         2,090,000      2,090                      60,610                      62,700

Stock issuance costs                                 ---           ---                        (13,690)     ---            (13,690)

Net loss                                             ---           ---                        ---          (54,113)       (54,113)
                                                  ------------  ---------                 -----------     ---------    -----------

Balance December 31, 1999                            7,600,000      7,600                      99,243      (54,113)        52,730

Issuance of 5,449,999 shares of common stock         5,449,999      5,450                     921,050      ---            926,500

Issuance of 240,000 shares of common stock
 in exchange for services                              240,000        240      $(40,800)       40,560

Stock issuance costs                                  ---          ---                        (16,335)     ---            (16,335)

Fair value of non-employee stock options grants                                                50,350                      50,350

Amortization of deferred consulting fees                                         20,117                                    20,117

Net loss                                                           ---         ---            ---         (367,829)      (367,829)
                                                  ------------  --------- -------------  ------------     ---------    -----------
Balance, December 31, 2000                          13,289,999     13,290       (20,683)    1,094,868     (421,942)       665,533

Issuance of 1,500,000 stock options                                                            15,000                      15,000
Amortization of deferred consulting fees                                         10,483                                    10,483
Net loss                                                                                                  (146,439)      (146,439)
                                                  ------------  ------------------------  -----------     ---------    -----------

Balance, March 31, 2001 (unaudited)                 13,289,999  $  13,290      $(10,200)   $1,109,868     $(568,381)    $  544,577
                                                    ==========  =========      =========   ==========     =========    ==========


</TABLE>

                 See accompanying notes to financial statements

<PAGE>
<TABLE>
<CAPTION>
                          LASERLOCK TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
     AND THE PERIOD NOVEMBER 10, 1999 (DATE OF INCEPTION) TO MARCH 31, 2001
                                   (Unaudited)




                                                                       Cumulative
                                                                            Since
                                                                         Inception           2001             2000
                                                                         ---------           ----             ----

Cash flows from operating activities:
    <S>                                                                   <C>               <C>                <C>
    Net loss                                                              $(568,381)        $(146,439)        $ (25,984)
    Adjustments to reconcile net loss to net
     cash used in operating activities:
       Fair value of options issued in exchange for service                  50,350
       Stock issued in exchange for services                                 36,960
       Amortization of deferred consulting fees                              30,600            10,483
       Changes in assets and liabilities:
         (Increase) decrease in interest receivable                          (2,769)            1,956
         (Increase) decrease in prepaid expenses                             (4,250)                              3,500
         (Decrease) increase in accounts payable                              1,343             1,098            (6,000)
                                                                      --------------      ------------       -----------
Net cash used in operating activities                                      (456,147)         (132,902)          (28,484)
                                                                         -----------        ----------        ----------

Cash flows from financing activities:
    Proceeds from issuance of stock options                                  15,000            15,000
    Proceeds from issuance of common stock                                1,010,073                             529,493
    Stock issuance costs                                                    (30,025)                .                 .
                                                                        ------------  ---------------  ----------------
Net cash provided by financing activities                                   995,048            15,000           529,493
                                                                         -----------       -----------        ----------

Net increase (decrease) in cash                                             538,901          (117,902)          501,009

Cash at beginning of period                                                       .           656,803            55,230
                                                                   ----------------        -----------       -----------

Cash at end of period                                                      $538,901         $ 538,901          $556,239
                                                                           =========        ==========         =========

Supplemental disclosures for non-cash financing activities:
      Common stock issued for services                                    $  77,760
                                                                          ==========


</TABLE>


                 See accompanying notes to financial statements


<PAGE>



                          LASERLOCK TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2001 AND 2000



NOTE 1        BASIS OF PRESENTATIONS

               The  accompanying   unaudited  financial   statements  have  been
               prepared  in  accordance  with  generally   accepted   accounting
               principles  for  interim  financial   information  and  with  the
               instructions  for Form 10-Q and  Article  10 of  Regulation  S-X.
               Accordingly,  they  do not  include  all of the  information  and
               footnotes  required by generally accepted  accounting  principles
               for complete financial statements.  In the opinion of management,
               all  adjustments   (consisting  of  normal  recurring   accruals)
               considered  necessary for a fair presentation have been included.
               Operating  results for the three  months ended March 31, 2001 are
               not  necessarily  indicative  of the results that may be expected
               for the year ended  December 31, 2001.  The  unaudited  financial
               statements  should  be read in  conjunction  with  the  financial
               statements and footnotes thereto included in the Company's annual
               report on Form 10-K for the year ended December 31, 2000.

NOTE 2        REALIZATION OF ASSETS

               The accompanying financial statements have been prepared assuming
               that the Company will  continue as a going  concern.  The Company
               has incurred losses from activities during the development stage.
               This  condition  raises  substantial  doubt  about the  Company's
               ability to continue as a going concern.  The financial statements
               do not include any adjustments that might result from the outcome
               of this uncertainty.

NOTE 3        STOCK OPTIONS

               On February 20, 2001,  the Company sold  1,500,000  stock options
               for a price of $.01 per option.  Each option  entitles the holder
               to purchase one share of common stock at $.16 per share.

NOTE 4        INCOME TAXES

               The Company has $518,000 in Federal and State net operating  loss
               carryovers,  which can be used to offset future  taxable  income.
               The net operating loss carryforwards expire in the year 2030.

               The  components  of the  Company's  deferred  tax  assets  are as
               follows:


               Net operating loss carryforwards                    $ 230,000
               Valuation allowance                                  (230,000)
                                                                    ---------

               Deferred tax asset                            $     -       .
                                                             ===============




<PAGE>


Item 2. Management Discussion and Analysis of Plan of Operation

Three Months Ending March 31, 2001 Compared
to the Three Months Ending March 30, 2000

The Company had no sales for the  three-month  periods ending March 31, 2001 and
March  31,  2000.  We  are   negotiating   several   contracts  in  the  gaming,
anti-counterfeiting,  and  anti-diversion  industries which management  believes
will be  consummated.  We  have  applied  internationally  for  patents  for our
technology for laser activated ink technologies  which may be used as part of an
anti-counterfeiting  protection  process.  We  believe  that our  laser  and ink
combination  products  are  ready  for  commercial  production  and we have been
soliciting  orders for our  products  although we have not yet entered  into any
contracts.  We intend to have made our first commercial sales of our products by
the end of the third quarter of 2001.

The Company's net loss  increased  564% from $25,984 for the three months ending
March 31, 2000 to $146,439  for the three  months  ending  March 31,  2001.  The
increase was primarily  caused by an increase in research and development  costs
which  totaled  $35,808 in the three months ending March 31, 2001, as opposed to
$0 in the three  months  ending  March 31,  2000;  and an  increase  in selling,
general and  administrative  costs which  totaled  $106,682 in the three  months
ending  March 31, 2001,  as opposed to $17,679 in the Three Months  Ending March
31, 2000. The increase in these expenses was the result of the Company's  active
solicitation of orders for our products,  participation in gaming industry trade
shows, and the development of an  administrative  infrastructure  to handle such
sales when they are  consummated.  The remaining  increase in net loss of $4,695
resulted  from  the  cost  of  professional  services  to  comply  with  certain
governmental regulations.

Other income for the Three-month period totaled $9,051. This income was interest
received on the Company's cash reserves.

Liquidity and Capital Resources

During  the  first  three  months  of  2001,  the  Company  was able to meet its
financial  needs by continuing to utilize its cash reserves.  The Company's cash
reserves  decreased  from $656,803 at the beginning of the period to $538,901 at
the end of the period,  as opposed to an increase  from  $55,230 to $556,239 for
the same period in 2000.  The  increase  during the three months ended March 31,
2000 was attributed to the sale of our common stock.

As indicated in the Company's most recent financial statements available herein,
the Company continues to be cash flow negative.  There can be no assurances that
the Company's ongoing  operations will begin to generate a positive cash flow or
that  unforeseen  events may  require  more  working  capital  than the  Company
currently has at its disposal.  At the current time the Company  intends to fund
its capital  requirements  by  continuing to utilize its cash  reserves.  As the
Company completes the development and  commercialization of its products,  sales
are expected to be  generated.  If the Company is unable to meet all of its cash
flow requirements through the utilization of its cash reserves, additional funds
may be borrowed or raised through sales of its common or preferred stock. If the
Company cannot cover its negative cash flows with its current cash reserves,  or
is  unable to  consummate  any of these  sales or  borrowings,  it will  realize
significant adverse impacts on its operations.




<PAGE>


                           PART II - OTHER INFORMATION

Item  1.  Legal Proceedings

     None.


Item  2.  Changes  in  Securities  and  Use  of  Proceeds

     None.
<PAGE>



Item 6. Exhibits  and  Reports  on  Form  8-K

(A)     Exhibits
        --------

None

(B)     Reports  on  Form  8-K
        ----------------------

LaserLock  Technologies,  Inc.'s  current  report  filed  on  January 25,  2001,
incorporated hereto by reference.


SIGNATURES

     In  accordance  with  the  requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                          LaserLock Technologies, Inc.
                                          (Registrant)



Dated:   May 17,  2001              By: /s/ Norman Gardner
                                          ---------------------------
                                          Norman Gardner
                                          President  and  CEO



<PAGE>