United
      States 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
      quarterly period ended March 31, 2008




o TRANSITION
      REPORT
      PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT





Commission
      File Number 0-31927




LASERLOCK
      TECHNOLOGIES, INC.





(Exact
      name of small business issuer as specified in
      its charter)




NEVADA
              
              23-3023677(State
                  or other jurisdication of Incorporation or Organization
              
              IRS
                  Employer
                Indentification
                  No.)837
                  Lindy Lane, Bala Cynwyd, PA 19004(Address
                  of Principal Executive offices (Zip Code)610-668-1952(Issuer’s
                  Telephone Number, Including Area
                  Code)


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 twelve 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
o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).  No x





As
      of
      April 30, 2008, there were 73,440,506 shares of common stock, par value $0.001
      per share, outstanding.





Transitional
      Small Business Disclosure Format  Yes
o   No  x








PART
        I -
        FINANCIAL INFORMATION
 
 Item
        1.  Financial
        Statements


LaserLock
        Technologies, Inc. and
        Subsidiaries
 (A
        Development Stage Company)
 
 Consolidated
        Financial Statements
 
 March
        31,
        2008 and
        2007
  
 
 
 
 LaserLock
        Technologies, Inc. and
        Subsidiaries
 (A
        Development Stage Company)
 
 
 
 CONTENTS
 ****
 PAGECONSOLIDATED
                        BALANCE SHEETS
                    
                    
                    1CONSOLIDATED
                        STATEMENTS OF OPERATIONS
                    
                    
                    2CONSOLIDATED
                        STATEMENTS OF STOCKHOLDERS' DEFICIT
                    
                    
                    3-6CONSOLIDATED
                        STATEMENTS OF CASH FLOWS
                    
                    
                    7-8NOTES
                        TO CONSOLIDATED FINANCIAL STATEMENTS
                    
                    
                    9-13
 
 LaserLock
        Technologies, Inc. and Subsidiaries
 (A
        Development Stage Company)
 Consolidated
        Balance Sheets
 March
        31,
        2008 and
        December 31, 2007
 March
                    31, 2008
                
                December
                    31, 2007(Unaudited)
                
                (Audited)ASSETSCURRENT
                    ASSETSCash
                    and cash equivalents
                
                $
                22,233
                
                $
                348Accounts
                    receivable, net of allowance of $0 atMarch
                    31, 2008 and December 31, 2007
                
                
                514
                
                
                1,994Inventory
                
                
                27,843
                
                
                28,726TOTAL
                    CURRENT ASSETS
                
                
                50,590
                
                
                31,068PROPERTY
                    AND EQUIPMENT, NetCapital
                    equipment
                
                
                32,604
                
                
                32,604Less
                    accumulated depreciation
                
                
                23,789
                
                
                22,5438,815
                
                
                10,061Patent
                    costs, net of accumulated amoritization of$39,023
                    and $36,318 as of March 31, 2008and
                    December 31, 2007
                
                
                144,896
                
                
                147,601TOTAL
                    ASSETS
                
                $
                204,301
                
                $
                188,730LIABILITIES
                    AND STOCKHOLDERS' DEFICITCURRENT
                    LIABILITIESAccounts
                    payable and accrued expenses
                
                
                702,946
                
                
                641,213Senior
                    secured convertible notes payable
                
                
                800,000
                
                
                800,000Convertible
                    notes payable
                
                
                400,000
                
                
                375,000Notes
                    payable
                
                
                185,000
                
                
                70,000TOTAL
                    CURRENT LIABILITIES
                
                
                2,087,946
                
                
                1,886,213STOCKHOLDERS'
                    DEFICITPreferred
                    Stock, $ .001 par value; 75,000,000 shares authorized;no
                    shares issued and outstanding
                
                
                -
                
                
                -Common
                    stock, $ .001 par value; 175,000,000 shares authorized;73,440,506
                    shares issued and oustanding at March 31, 2008and
                    December 31, 2007
                
                
                73,440
                
                
                73,440Additional
                    paid in capital
                
                
                7,254,235
                
                
                7,251,687Deficit
                    accumulated during the development stage
                
                
                (9,211,320
                )
                
                (9,022,610
                )STOCKHOLDERS'
                    DEFICIT
                
                
                (1,883,645
                )
                
                (1,697,483
                )TOTAL
                    LIABILITIES AND STOCKHOLDERS' DEFICIT
                
                $
                204,301
                
                $
                188,730
  See
        the
        accompanying notes to the consolidated financial statements.
 
 -1-
  LaserLock
        Technologies, Inc. and Subsidiaries
 (A
        Development Stage Company)
 Consolidated
        Statements of Operations
 For
        the
        Three Months Ended March
        31,
        2008 and
        2007
 And
        for
        the Period November 10, 1999 (Date of Inception) to March
        31,
        2008
 (UNAUDITED)
 
 Three
                    Months
                
                Three
                    MonthsCumulative
                
                Ended
                
                EndedSince
                
                March
                    31,
                
                March
                    31,Inception
                
                2008
                
                2007NET
                    REVENUESSales
                
                $
                432,171
                
                $
                2,849
                
                $
                184,581Royalties
                
                
                526,468
                
                
                12,930
                
                
                39,449TOTAL
                    NET REVENUE
                
                
                958,639
                
                
                15,779
                
                
                224,030COST
                    OF SALES
                
                
                403,987
                
                
                2,667
                
                
                162,199GROSS
                    PROFIT
                
                
                554,652
                
                
                13,112
                
                
                61,831OPERATING
                    EXPENSESResearch
                    and development
                
                
                813,484
                
                
                5,754
                
                
                3,381Patent
                    costs
                
                
                60,322
                
                
                446
                
                
                -Legal
                    and Accounting
                
                
                1,044,638
                
                
                30,521
                
                
                47,204Sales
                    and Marketing
                
                
                4,606,446
                
                
                61,152
                
                
                102,277General
                    and administrative
                
                
                2,841,446
                
                
                67,563
                
                
                57,956Total
                    operating expenses
                
                
                9,366,336
                
                
                165,436
                
                
                210,818LOSS
                    BEFORE OTHER INCOME
                
                
                (8,811,684
                )
                
                (152,324
                )
                
                (148,987
                )OTHER
                    INCOME (EXPENSE)Interest
                    income
                
                
                63,586
                
                
                2
                
                
                149Interest
                    expense
                
                
                (632,944
                )
                
                (36,388
                )
                
                (96,944
                )Gain
                    on disposition of assets
                
                
                4,722
                
                
                -
                
                
                -(564,636
                )
                
                (36,386
                )
                
                (96,795
                )LOSS
                    BEFORE INCOME TAX BENEFIT
                
                
                (9,376,320
                )
                
                (188,710
                )
                
                (245,782
                )INCOME
                    TAX BENEFIT
                
                
                (165,000
                )
                
                -
                
                
                -NET
                    LOSS
                
                $
                (9,211,320
                )
                $
                (188,710
                )
                $
                (245,782
                )BASIC
                    AND DILUTED NET LOSS PERCOMMON
                    SHARE
                
                
                
                
                $
                (0.00
                )
                $
                (0.00
                )BASIC
                    AND DILUTED WEIGHTED AVERAGECOMMON
                    SHARES OUTSTANDING
                
                
                
                
                
                73,440,506
                
                
                73,440,506
 
 See
        the
        accompanying notes to the consolidated financial statements.
 
 -2-
 LaserLock
        Technologies, Inc. and Subsidiaries
 (A
        Development Stage Company)
 Consolidated
        Statements of Changes in Stockholders’ Equity (Deficit)
 For
        the
        Period November 10, 1999 (Date of Inception) to March
        31,
        2008
 
 DeficitCommon
                
                
                
                
                
                AccumulatedStock
                
                
                
                Additional
                
                During
                    theNumber
                    of
                
                
                
                Consulting
                
                Paid-In
                
                DevelopmentShares
                
                Amount
                
                Fees
                
                Capital
                
                Stage
                
                TotalIssuance
                    of initial 4,278,000 shares on November 10, 1999
                
                
                4,278,000
                
                $
                4,278
                
                $
                -
                
                $
                16,595
                
                $
                -
                
                $
                20,873Issuance
                    of shares of common stock in exchange for services
                
                
                1,232,000
                
                
                1,232
                
                
                -
                
                
                35,728
                
                
                -
                
                
                36,960Issuance
                    of shares of common stock
                
                
                2,090,000
                
                
                2,090
                
                
                -
                
                
                60,610
                
                
                -
                
                
                62,700Stock
                    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
                )
                
                52,730Issuance
                    of shares of common stock
                
                
                5,449,999
                
                
                5,450
                
                
                -
                
                
                921,050
                
                
                -
                
                
                926,500Issuance
                    of 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
                
                
                -
                
                
                50,350Amortization
                    of deferred consulting fees
                
                
                -
                
                
                -
                
                
                20,117
                
                
                -
                
                
                -
                
                
                20,117Net
                    loss
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (367,829
                )
                
                (367,829
                )Balance,
                    December 31, 2000
                
                
                13,289,999
                
                
                13,290
                
                
                (20,683
                )
                
                1,094,868
                
                
                (421,942
                )
                
                665,533Issuance
                    of shares of common stock
                
                
                217,500
                
                
                218
                
                
                -
                
                
                77,723
                
                
                -
                
                
                77,941Issuance
                      of shares of common stock and stock options foracquisition of
                      subsidiary
                
                
                2,000,000
                
                
                2,000
                
                
                -
                
                
                736,000
                
                
                -
                
                
                738,000Issuance
                    of stock options
                
                
                -
                
                
                -
                
                
                -
                
                
                15,000
                
                
                -
                
                
                15,000Exercise
                    of options
                
                
                1,450,368
                
                
                1,450
                
                
                -
                
                
                230,609
                
                
                .
                
                
                232,059Fair
                    value of non-employee stock options
                
                
                -
                
                
                -
                
                
                -
                
                
                323,250
                
                
                -
                
                
                323,250Amortization
                    of deferred consulting fees
                
                
                -
                
                
                -
                
                
                20,683
                
                
                -
                
                
                -
                
                
                20,683Net
                    loss
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (1,052,299
                )
                
                (1,052,299
                )Balance,
                    December 31, 2001
                
                
                16,957,867
                
                
                16,958
                
                
                -
                
                
                2,477,450
                
                
                (1,474,241
                )
                
                1,020,167
   -3-
 LaserLock
            Technologies, Inc. and Subsidiaries
 (A
            Development Stage Company)
 Consolidated
            Statements of Changes in Stockholders’ Equity (Deficit) (Continued)
 For
            the
            Period November 10, 1999 (Date of Inception) to March
            31,
            2008
   DeficitAccumulatedCommon
                    Stock
                
                
                
                
                
                Additional
                
                
                During
                    theNumber
                    of Shares
                
                
                Amount
                
                
                Consulting
                    Fees
                
                
                Paid-In
                    Capital
                
                
                DevelopmentStage
                
                
                TotalIssuance
                    of shares of common stock
                
                
                3,376,875
                
                
                3,377
                
                
                -
                
                
                687,223
                
                
                -
                
                
                690,600Fair
                    value of non-employee stock options
                
                
                -
                
                
                -
                
                
                -
                
                
                94,000
                
                
                -
                
                
                94,000Salary
                    due to shareholder contributed capital
                
                
                -
                
                
                -
                
                
                -
                
                
                15,000
                
                
                -
                
                
                15,000Return
                      of shares of common stock related to purchase priceadjustment
                
                
                (1,000,000
                )
                
                (1,000
                )
                
                -
                
                
                (353,000
                )
                
                -
                
                
                (354,000
                )Net
                    loss
                
                
                -
                
                
                -
                
                
                
                
                
                -
                
                
                (1,195,753
                )
                
                (1,195,753
                )Balance,
                    December 31, 2002
                
                
                19,334,742
                
                
                19,335
                
                
                -
                
                
                2,920,673
                
                
                (2,669,994
                )
                
                270,014Issuance
                    of shares of common stock
                
                
                22,512,764
                
                
                22,512
                
                
                -
                
                
                1,387,109
                
                
                -
                
                
                1,409,621Fair
                    value of non-employee stock options
                
                
                -
                
                
                -
                
                
                -
                
                
                213,300
                
                
                
                
                
                213,300Issuance
                    of shares of common stock in exchange for services
                
                
                143,000
                
                
                143
                
                
                -
                
                
                23,857
                
                
                
                
                
                24,000Stock
                    issuance costs
                
                
                -
                
                
                -
                
                
                -
                
                
                (49,735
                )
                
                
                
                
                (49,735
                )Net
                    loss
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (1,107,120
                )
                
                (1,107,120
                )Balance,
                    December 31, 2003
                
                
                41,990,506
                
                
                41,990
                
                
                -
                
                
                4,495,204
                
                
                (3,777,114
                )
                
                760,080Stock
                    issuance costs
                
                
                -
                
                
                -
                
                
                -
                
                
                (25,000
                )
                
                -
                
                
                (25,000
                )Fair
                    value of non-employee stock options
                
                
                -
                
                
                -
                
                
                -
                
                
                493,600
                
                
                -
                
                
                493,600Issuance
                    of shares of common stock
                
                
                18,600,000
                
                
                18,600
                
                
                -
                
                
                939,881
                
                
                -
                
                
                958,481Net
                    loss
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (1,406,506
                )
                
                (1,406,506
                )Balance,
                    December 31, 2004
                
                
                60,590,506
                
                
                60,590
                
                
                -
                
                
                5,903,685
                
                
                (5,183,620
                )
                
                780,655
  -4-
 LaserLock
            Technologies, Inc. and Subsidiaries
 (A
            Development Stage Company)
 Consolidated
            Statements of Changes in Stockholders’ Equity (Deficit) (Continued)
 For
            the
            Period November 10, 1999 (Date of Inception) to March
            31,
            2008
  DeficitAccumulatedCommon
                    Stock
                
                
                
                
                
                Additional
                
                
                During
                    theNumber
                    of Shares
                
                
                Amount
                
                
                Consulting
                    Fees
                
                
                Paid-In
                    Capital
                
                
                DevelopmentStage
                
                
                TotalFair
                    value of non-employee stock options
                
                
                -
                
                
                -
                
                
                -
                
                
                286,762
                
                
                -
                
                
                286,762Issuance
                    of shares of common stock
                
                
                3,000,000
                
                
                3,000
                
                
                -
                
                
                102,000
                
                
                -
                
                
                105,000Net
                    loss for the year ended December 31, 2005
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (1,266,811
                )
                
                (1,266,811
                )Balance
                    at December 31, 2005
                
                
                63,590,506
                
                
                63,590
                
                
                -
                
                
                6,292,447
                
                
                (6,450,431
                )
                
                (94,394
                )Fair
                    value of non-employee stock options
                
                
                -
                
                
                -
                
                
                -
                
                
                215,463
                
                
                -
                
                
                215,463Fair
                    value of employee stock options
                
                
                -
                
                
                -
                
                
                -
                
                
                135,098
                
                
                -
                
                
                135,098Fair
                    value of warrants issued for deferred finance charges
                
                
                -
                
                
                -
                
                
                -
                
                
                392,376
                
                
                -
                
                
                392,376Exercise
                    of warrants
                
                
                5,550,000
                
                
                5,550
                
                
                -
                
                
                49,950
                
                
                -
                
                
                55,500Exercise
                    of options
                
                
                4,300,000
                
                
                4,300
                
                
                -
                
                
                (3,870
                )
                
                -
                
                
                430Shares
                    retired upon cancellation of consulting agreements
                
                
                (1,200,000
                )
                
                (1,200
                )
                
                -
                
                
                1,080
                
                
                -
                
                
                (120
                )Issuance
                    of shares for services
                
                
                1,200,000
                
                
                1,200
                
                
                
                
                
                53,800
                
                
                
                
                
                55,000Net
                    loss for the year ended December 31, 2006
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (1,607,017
                )
                
                (1,607,017
                )Balance
                    at December 31, 2006
                
                
                73,440,506
                
                $
                73,440
                
                $
                -
                
                $
                7,136,344
                
                $
                (8,057,448
                )
                $
                (847,664
                )Fair
                    value of non-employee stock options
                
                
                -
                
                
                -
                
                
                -
                
                
                47,692
                
                
                -
                
                
                47,692Fair
                    value of employee stock options
                
                
                -
                
                
                -
                
                
                -
                
                
                67,651
                
                
                -
                
                
                67,651Net
                    loss for the year ended December 31, 2007
                
                
                -
                
                
                -
                
                
                -
                
                
                
                
                
                (965,162
                )
                
                (965,162
                )Balance
                    at December 31, 2007
                
                
                73,440,506
                
                
                73,440
                
                
                -
                
                
                7,251,687
                
                
                (9,022,610
                )
                
                (1,697,483
                )
  -5-
  LaserLock
            Technologies, Inc. and Subsidiaries
 (A
            Development Stage Company)
 Consolidated
            Statements of Changes in Stockholders’ Equity (Deficit) (Continued)
 For
            the
            Period November 10, 1999 (Date of Inception) to March
            31,
            2008
 Deficit
                    AccumulatedCommon
                    Stock
                
                
                
                
                
                
                
                
                During
                    theNumber
                    of Shares
                
                
                Amount
                
                
                Consulting
                    Fees
                
                
                Paid-InCapital
                
                
                Development
                    Stage
                
                
                TotalFair
                    value of non-employee stock options
                
                
                -
                
                
                -
                
                
                -
                
                
                2,548
                
                
                -
                
                
                2,548Net
                    loss for the three months ended March 31, 2008
                
                
                -
                
                
                -
                
                
                -
                
                
                
                
                
                (188,710
                )
                
                (188,710
                )Balance
                    at March 31, 2008 (Unaudited)
                
                
                73,440,506
                
                
                73,440
                
                
                -
                
                
                7,254,235
                
                
                (9,211,320
                )
                
                (1,883,645
                )
 
 See
        the
        accompanying notes to the consolidated financial statements.
 
 -6-
  LaserLock
        Technologies, Inc. and Subsidiaries
 (A
        Development Stage Company)
 Consolidated
        Statements of Cash Flows
 For
        the
        Three Months Ended March
        31,
        2008 and
        2007
 And
        for
        the Period November 10, 1999 (Date of Inception) to March
        31,
        2008
 (UNAUDITED)
 Three
                    Months
                
                Three
                    MonthsCumulative
                
                Ended
                
                EndedSince
                
                March
                    31,
                
                March
                    31,Inception
                
                2008
                
                2007CASH
                    FLOWS FROM OPERATING ACTIVITIESNet
                    loss
                
                $
                (9,211,320
                )
                $
                (188,710
                )
                $
                (245,782
                )Adjustments
                    to reconcile net loss to net cashused
                    in operating activitiesFair
                    value of options issued in exchange for services
                
                
                1,929,714
                
                
                2,548
                
                
                41,961Amortization
                    of deferred finance charges
                
                
                392,375
                
                
                -
                
                
                75,782Salary
                    due to stockholder contributed to capital
                
                
                15,000
                
                
                -
                
                
                -Provision
                    for bad debts
                
                
                -
                
                
                -
                
                
                4,300Amortization
                    and depreciation
                
                
                467,941
                
                
                3,951
                
                
                5,952Gain
                    on disposition of assets
                
                
                (4,722
                )
                
                -
                
                
                -Stock
                    issued in exchange for services
                
                
                220,960
                
                
                -
                
                
                -Financing
                    expenses paid directly from stock proceeds
                
                
                5,270
                
                
                -
                
                
                -Amortization
                    of deferred consulting fees
                
                
                40,800
                
                
                -
                
                
                -(Increase)
                    decrease in assetsReceivables
                
                
                (514
                )
                
                1,480
                
                
                (131,110
                )Inventory
                
                
                (27,843
                )
                
                883
                
                
                10,824Increase
                    in liabilitiesAccounts
                    payable and accrued expenses
                
                
                702,946
                
                
                61,733
                
                
                149,324Net
                    cash used in operating activities
                
                
                (5,469,393
                )
                
                (118,115
                )
                
                (88,749
                )CASH
                    FLOWS FROM INVESTING ACTIVITIESPurchase
                    of property and equipment
                
                
                (35,749
                )
                
                -
                
                
                -Purchase
                    of intangibles
                
                
                (20,000
                )
                
                -
                
                
                -Purchase
                    of patent costs
                
                
                (183,919
                )
                
                -
                
                
                (11,175
                )Proceeds
                    from sale of assets
                
                
                6,738
                
                
                -
                
                
                -Net
                    cash used in investing activities
                
                
                (232,930
                )
                
                -
                
                
                (11,175
                )CASH
                    FLOWS FROM FINANCING ACTIVITIESProceeds
                    from issuance of common stock
                
                
                4,091,447
                
                
                -
                
                
                -Proceeds
                    from exercise of stock options
                
                
                232,369
                
                
                -
                
                
                -Proceeds
                    from issuance of stock options
                
                
                15,000
                
                
                -
                
                
                -Proceeds
                    from exercise of warrants
                
                
                55,500
                
                
                -
                
                
                -Proceeds
                    from issuance of notes
                
                
                1,535,000
                
                
                140,000
                
                
                150,000Repayments
                    of notes
                
                
                (100,000
                )
                
                -
                
                
                -Stock
                    issuance costs
                
                
                (104,760
                )
                
                -
                
                
                -Net
                    cash provided by financing activities
                
                
                5,724,556
                
                
                140,000
                
                
                150,000NET
                    DECREASE IN CASH ANDCASH
                    EQUIVALENTS
                
                
                22,233
                
                
                21,885
                
                
                50,076CASH
                    AND CASH EQUIVALENTS - BEGINNING OF PERIOD
                
                
                -
                
                
                348
                
                
                2,058CASH
                    AND CASH EQUIVALENTS - END OF PERIOD
                
                $
                22,233
                
                $
                22,233
                
                $
                52,134
   -7-
 LaserLock
            Technologies, Inc. and Subsidiaries
 (A
            Development Stage Company)
 Consolidated
            Statements of Cash Flows (Continued)
 For
            the
            Three Months Ended March
            31,
            2008 and
            2007
 And
            for
            the Period November 10, 1999 (Date of Inception) to March
            31,
            2008
 (UNAUDITED)
  CumulativeSinceInception
                
                
                Three
                    MonthsEndedMarch 31,2008
                
                
                Three
                    MonthsEndedMarch 31,2007SUPPLEMENTAL
                    DISCLOSURE OF NON-CASHINVESTING
                    AND FINANCING ACTIVITIES:Cash
                    paid during the year for:Interest
                
                $
                29,283
                
                $
                13
                
                $
                58Income
                    taxes
                
                $
                -
                
                $
                -
                
                $
                -Return
                    of shares of common stock related topurchase
                    price adjustmentCommon
                    stock
                
                
                (1,000
                )
                
                -
                
                
                -Additional
                    paid-in capital
                
                
                (353,000
                )
                
                -
                
                
                -Intangible
                    assets
                
                $
                (354,000
                )
                $
                -
                
                $
                -Issuance
                    of common stock and stock optionsfor
                    acquisition of subsidiary
                
                $
                738,000
                
                $
                -
                
                $
                -Proceeds
                    from common stock sales applied directlyto
                    debt and financing expenses repayment
                
                $
                55,270
                
                $
                -
                
                $
                -Fair
                    value of warrants issued for deferred finance charges
                
                $
                392,376
                
                $
                -
                
                $
                -
  See
        the
        accompanying notes to the consolidated financial statements.
  -8-
 LaserLock
                Technologies, Inc. and Subsidiaries
 (A
                Development Stage Company)
 Notes
                to
                Consolidated Financial Statements







**NOTE
      1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





***Basis
      of Presentations***


The
      accompanying unaudited financial statements have been prepared in accordance
      with U.S. generally accepted accounting principles for interim financial
      information and with the instructions for Form 10-QSB and item 310(b) of
      Regulation S-B. 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, 2008
      are
      not necessarily indicative of the results that may be expected for the year
      ended December 31, 2008. 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-KSB for the year ended December 31, 2007.





***Recently
      Issued Pronouncements***





During
      September 2006, the Financial Accounting Standards Board (“FASB”)
      issued SFAS No. 157, Fair Value Measurements (“SFAS 157”), which
      is effective for fiscal years beginning after November 15, 2007 with
      earlier adoption encouraged. SFAS 157 defines fair value, establishes a
      framework for measuring fair value in generally accepted accounting principles,
      and expands disclosures about fair value measurements. In February 2008, the
      FASB issued FASB Staff Position FAS 157-2, Effective Date of FASB Statement
      No.
      157, which delayed the effective date of SFAS 157 for all non-financial assets
      and liabilities, except those that are recognized or disclosed at fair value
      in
      the financial statements on a recurring basis, until January 1,
      2009.   The Company adopted SFAS 157 on January 1, 2008 for all
      financial assets and liabilities, but the implementation did not require
      additional disclosures or have a significant impact on the Company's financial
      statements.  The Company has not yet determined the impact the
      implementation of SFAS 157 will have on the Company’s non-financial assets and
      liabilities which are not recognized or disclosed on a recurring
      basis.  However, the Company does not anticipate that the full
      adoption of SFAS 157 will significantly impact their consolidated financial
      statements.





During
      February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
      Assets and Financial Liabilities—Including an amendment of FASB Statement No.
      115 (“SFAS 159”), which permits entities to choose to measure many financial
      instruments and certain other items at fair value. The objective of SFAS 159
      is
      to improve financial reporting by providing entities with the opportunity to
      mitigate volatility in reported earnings caused by measuring related assets
      and
      liabilities differently without having to apply complex hedge accounting
      provisions. The Company has adopted SFAS 159 on January 1, 2008 and has elected
      not to measure any additional financial assets, liabilities or other items
      at
      fair value.





In
      December 2007, the FASB issued SFAS No. 141 (revised 2007), Business
      Combinations (“SFAS 141R”). SFAS 141R establishes principles and
      requirements for how an acquirer recognizes and measures in its financial
      statements the identifiable assets acquired, the liabilities assumed, any
      noncontrolling interest in the acquiree and the goodwill acquired.
      SFAS 141R also establishes disclosure requirements to enable the evaluation
      of the nature and financial effects of the business combination. This statement
      is effective for the Company beginning January 1, 2009 and will change the
      accounting for business combinations on a prospective basis.





In
      December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
      Consolidated Financial Statements—an amendment of Accounting Research Bulletin
      No. 51 (“SFAS 160”). SFAS 160 establishes accounting and
      reporting standards for ownership interests in subsidiaries held by parties
      other than the parent, the amount of consolidated net income attributable to
      the
      parent and to the noncontrolling interest, changes in a parent’s ownership
      interest, and the valuation of retained noncontrolling equity investments when
      a
      subsidiary is deconsolidated. SFAS 160 also establishes disclosure
      requirements that clearly identify and distinguish between the interests of
      the
      parent and the interests of the noncontrolling owners. This statement is
      effective for the Company beginning January 1, 2009. This statement is not
      currently applicable since its subsidiaries are wholly-owned.





-9-
 LaserLock
            Technologies, Inc. and
            Subsidiaries
 (A
            Development Stage Company)
 Notes
            to
            Consolidated Financial Statements








**NOTE
      1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**




In
      March
      2008, the FASB issued Statement No. 161, Disclosures about Derivative
      Instruments and Hedging Activities (“SFAS 161”), which is effective January 1,
      2009. SFAS 161 requires enhanced disclosures about derivative instruments and
      hedging activities to allow for a better understanding of their effects on
      an
      entity’s financial position, financial performance, and cash flows. Among other
      things, SFAS 161 requires disclosures of the fair values of derivative
      instruments and associated gains and losses in a tabular format. The Company
      is
      in the process of evaluating the effect, if any, the adoption of SFAS 161 will
      have on its financial statements.




***Comprehensive
      Income***


The
      company follows the Statement of Financial Accounting Standard (“SFAS”) No. 130,
“Reporting Comprehensive Income.” Comprehensive income is a more inclusive
      financial reporting methodology that includes disclosure of certain financial
      information that historically has not been recognized in the calculation of
      net
      income. Since the Company has no items of other comprehensive income,
      comprehensive income (loss) is equal to net income (loss).





***Reclassifications***


Certain
      amounts in the 2007 financial statements have been reclassified in order for
      them to be in conformity with the 2008 presentation.





**NOTE
      2 - GOING CONCERN**





The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. The Company has incurred
      significant losses and experienced negative cash flow during the development
      stage. These conditions raise substantial doubt about the Company’s ability to
      continue as a going concern. The consolidated financial statements do not
      include any adjustments that might result from the outcome of this
      uncertainty.





The
      Company is in the development stage at March 31, 2008. Successful completion
      of
      the Company’s development program and, ultimately the attainment of profitable
      operations is dependent upon future events, including obtaining adequate
      financing to fulfill its development activities and achieving a level of sales
      adequate to support the Company’s cost structure. However, there can be no
      assurances that the Company will be able to secure additional equity investment
      or achieve an adequate sales level.





**NOTE
      3 - PATENTS**





The
      Company continues to apply for patents. Accordingly costs associated with the
      registration of these patents have been capitalized and are amortized on a
      straight-line basis over the estimated lives of the patents (17 years). During
      the three months ended March 31, 2008, there were no additional capitalized
      patent costs incurred. Amortization expense for patents was $2,705 and $4,964
      for the three months ended March 31, 2008 and 2007.





**NOTE
      4 - INCOME TAXES**





As
      of
      January 1, 2008, we had no unrecognized tax benefits, and accordingly, we have
      not recognized any interest or penalties during 2008 related to unrecognized
      tax
      benefits. There has been no change in unrecognized tax benefits during the
      three
      months ended March 31, 2008, and there was no accrual for uncertain tax
      positions as of March 31, 2008.





There
      is
      no income tax benefit for the losses for the three months ended March 31, 2008
      and 2007, since management has determined that the realization of the net
      deferred tax asset is not assured and has created a valuation allowance for
      the
      entire amount of such benefits.





-10-
 LaserLock
            Technologies, Inc. and
            Subsidiaries
 (A
            Development Stage Company)
 Notes
            to
            Consolidated Financial Statements







**NOTE
      5 - SENIOR SECURED CONVERTIBLE NOTES PAYABLE**





In
      February 2006, the Company commenced a private placement of up to $800,000
      principal amount of 10% senior secured convertible promissory notes due twelve
      months from the date of issue to certain of our shareholders and other
      accredited investors. On May 7, 2007, the due date of these notes was extended
      to August 31, 2008 and the interest rate increased to 12% during the extension
      period. Purchasers of the notes were issued 10-year warrants exercisable into
      the Company’s shares at an exercise price of $0.01 per share. In addition, if an
      equity financing with total proceeds of more than $5,000,000 occurs while any
      notes are outstanding, holders of notes will have the right, at their option,
      to
      convert the outstanding principal and interest of the notes into shares at
      a
      discount of 30% of the price per share in the qualified financing. In accordance
      with Emerging Issue Task Force No. 98-5, *Accounting
      for Convertible Securities with Beneficial Conversion Features or Contingently
      Adjustable Conversion Ratios,* the
      contingent beneficial conversion feature is not recognized unless the triggering
      event occurs and the contingency is resolved. The notes are secured by a first
      priority lien on all of the tangible and intangible personal property of the
      Company.





As
      of
      December 31, 2006, the Company sold $800,000 principal amount of the notes
      and
      issued 8,000,000 warrants. In accordance with FAS 123(R), warrants were valued
      at $392,376 and recorded as deferred finance charges. The Company uses the
      Black-Scholes option pricing model to calculate the grant-date fair value of
      the
      warrants, with the following assumptions: no dividend yield, expected volatility
      of 169% and 284%, risk-free interest rate between 3.6% and 4.5% and expected
      warrant life of ten years. The deferred finance charges were amortized over
      one
      year, which was the original term of the convertible notes. The Company received
      $55,500 for the exercise of 5,550,000 of the warrants during 2006. Accrued
      interest at March 31, 2008 and December 31, 2007 amounted to $169,700 and
      $145,700.





**NOTE
      6 - CONVERTIBLE NOTES PAYABLE**





During
      2007, the Company commenced a private placement of up to $400,000 principal
      amount of **** 10%
      Convertible Promissory Notes due August 31, 2008 (the “Notes”). Holders of Notes
      will have the right, at their option, to convert the outstanding principal
      and
      interest of the Notes into shares of the Company’s Series A Preferred Stock at
      any time and from time to time at the option of the holder at the initial
      conversion price of $0.005333 per share. The Notes are unsecured. In accordance
      with Emerging Issue Task Force No. 00-27, *Application
      of Issue No. 98-5 to Certain Convertible Instruments,* there is
      no intrinsic value to the embedded conversion option since the conversion price
      is higher than the fair value as determined by management. During 2007 the
      Company issued notes payable under the private placement totaling $375,000.
      During 2008 the Company issued an additional $25,000 of the notes payable to
      complete the private placement. The notes are due on August 31, 2008 and bear
      interest at 10%. Accrued interest at March 31, 2008 and December 31, 2007
      amounted to $28,542 and $78,542.





**NOTE
      7 - NOTES PAYABLE**





During
      2007, the Company issued $70,000 of unsecured notes payable, which are payable
      on demand and bear interest at the rate of 10%. During 2008, the Company issued
      an additional $115,000 of these unsecured notes payable. Accrued interest at
      March 31, 2008 and December 31, 2007 amounted to $12,625 and $10,250.





-11-
 LaserLock
            Technologies, Inc. and
            Subsidiaries
 (A
            Development Stage Company)
 Notes
            to
            Consolidated Financial Statements








**NOTE
      8 - STOCK OPTIONS AND WARRANTS**





During
      1999, the Board of Directors (“Board”) of the Company adopted, with the approval
      of the stockholders, a Stock Option Plan. In 2000, the Board superseded that
      plan and created a new Stock Option Plan, pursuant to which it is authorized
      to
      grant options to purchase up to 1.5 million shares of common stock. On December
      17, 2003, the Board, with approval of the stockholders, superseded this plan
      and
      created the 2003 Stock Option Plan (the “Plan”). Under the Plan the Company is
      authorized to grant options to purchase up to 18,000,000 shares of common stock
      to the Company’s employees, officers, directors, consultants, and other agents
      and advisors. The Plan is intended to permit stock options granted to employees
      under the Plan to qualify as incentive stock options under Section 422 of the
      Internal Revenue Code of 1986, as amended (“Incentive Stock Options”). All
      options granted under the Plan, which are not intended to qualify as Incentive
      Stock Options, are deemed to be non-qualified options (“Non-Statutory Stock
      Options”). As of March 31, 2008, there are 3,100,000 options that have been
      issued and exercised, 14,006,662 options that have been issued and are
      unexercised, and 893,338 options that are available to be issued under the
      Plan.








The
      Plan
      is administered by a committee of the Board of Directors (“Stock Option
      Committee”) which determines the persons to whom awards will be granted, the
      number of awards to be granted and the specific terms of each grant, including
      the vesting thereof, subject to the provisions of the plan.





In
      connection with Incentive Stock Options, the exercise price of each option
      may
      not be less than 100% of the fair market value of the common stock on the date
      of the grant (or 110% of the fair market value in the case of a grantee holding
      more than 10% of the outstanding stock of the Company). The aggregate fair
      market value (determined at the time of the grant) of stock for which an
      employee may exercise Incentive Stock Options under all plans of the company
      shall not exceed $1,000,000 per calendar year. If any employee shall have the
      right to exercise any options in excess of $100,000 during any calendar year,
      the options in excess of $100,000 shall be deemed to be Non-Statutory Stock
      Options, including prices, duration, transferability and limitations on
      exercise.





The
      Company issued non-statutory stock options pursuant to contractual agreements
      to
      non-employees. Options granted under the agreements are expensed when the
      related service or product is provided. For the three months ended March 31,
      2008 and 2007, the Company expensed approximately $2,500 and $25,000 relative
      to
      non-employee options granted. As of March 31, 2008, there was approximately
      $9,000 of unrecognized compensation expense related to non-vested market-based
      share awards that is expected to be recognized through March 2010.





The
      following tables summarize non-employee stock option/warrant activity of the
      Company since December 31, 2007:


Weighted
                  AverageOption/Warrant
              
              Exercise
              
              ExerciseShares
              
              Price
              
              PriceOutstanding,
                  December 31, 2007
              
              
              12,856,662
              
              $
              .01
                  to $.28
              
              $
              0.06Granted
              
              
              -
              
              
              -
              
              
              -Exercised
              
              
              -
              
              
              -
              
              
              -Expired
              
              
              -
              
              
              -
              
              
              -Outstanding,
                  March 31, 2008
              
              
              12,856,662
              
              $
              .01
                  to $.28
              
              $
              0.06Exercisable,
                  March 31, 2008
              
              
              12,606,662
              
              $
              .01
                  to $.28
              
              $
              0.08Weighted
                  Average Remaining Life,Exercisable,
                  March 31, 2008 (years)
              
              
              4.9
 
 -12-
 LaserLock
              Technologies, Inc. and
              Subsidiaries
 (A
              Development Stage Company)
 Notes
              to
              Consolidated Financial Statements








**NOTE
      8 - STOCK OPTIONS AND WARRANTS (Continued)**





A
      summary
      of incentive stock option transactions for employees since December 31, 2007
      is
      as follows:


Weighted
                  AverageOption
              
              Exercise
              
              ExerciseShares
              
              Price
              
              PriceOutstanding,
                  December 31, 2007
              
              
              6,550,000
              
              $
              .03
                  to $.28
              
              $
              0.12Granted
              
              
              -
              
              
              -
              
              
              -Exercised
              
              
              -
              
              
              -
              
              
              -Expired
              
              
              -
              
              
              -
              
              
              -Outstanding,
                  March 31, 2008
              
              
              6,550,000
              
              $
              .03
                  to $.28
              
              $
              0.12Exercisable,
                  March 31, 2008
              
              
              6,462,500
              
              $
              .03
                  to $.28
              
              $
              0.12Weighted
                  Average Remaining Life,Exercisable,
                  March 31, 2008
              
              
              4.3





**NOTE
      9 - RELATED PARTY TRANSACTIONS**





Six
      shareholders of the Company hold $680,000 of the Senior secured convertible
      notes payable, one shareholder holds $140,000 of the convertible notes payable
      and one shareholder holds $50,000 of the notes payable as of March 31,
      2008.





The
      Company maintains its office at the home of its President. No formal lease
      agreement exists and no direct rent expense has been incurred. However, related
      occupancy costs of $1,373 and $935 were incurred during the three months ended
      March 31, 2008 and 2007.





At
      March
      31, 2008 and December 31, 2007, the Company had accrued salary to the President
      in the amount of $121,250 and $99,750.








**NOTE
      10 - MAJOR CUSTOMERS AND VENDORS**





During
      the three months ended March 31, 2008 and 2007, the Company earned a substantial
      portion of its revenue from two and one customer. During the three months ended
      March 31, 2008 and 2007, revenue from those customers aggregated $15,708 and
      $215,944. At March 31, 2008 and 2007, amounts due from those customers included
      in trade accounts receivable were $514 and $129,004.





-13-




Item
      2.  Management’s
      Discussion and Analysis





**Forward-Looking
      Information**





The
      following Management’s Discussion and Analysis should be read in conjunction
      with our unaudited financial statements and notes thereto for the three month
      period ended March 31, 2008 included herein and our audited financial statements
      and notes thereto for the year ended December 31, 2007 included in our Annual
      Report on Form 10-KSB filed with the Securities and Exchange
      Commission.





This
      discussion, analysis and other sections of this report contain, in addition
      to
      historical information, forward-looking statements within the meaning of the
      Private Securities Litigation Reform Act of 1995. Forward-looking statements
      involve known and unknown risks, uncertainties and other factors, which may
      cause our actual results, performance or achievements expressed or implied
      by
      these forward-looking statements to differ materially from such forward-looking
      statements. The forward-looking statements included in this report may prove
      to
      be inaccurate. These statements are based on a number of assumptions concerning
      future events, and are subject to a number of uncertainties and other factors,
      many of which are outside our control. Actual results may differ materially
      from
      such statements for a number of reasons, including the effects of regulation
      and
      changes in capital requirements and funding. In light of the significant
      uncertainties inherent in these forward-looking statements, you should not
      consider this information to be a guarantee by us or any other person that
      our
      objectives and plans will be achieved. We do not undertake to publicly update
      or
      revise our forward-looking statements even if experience or future changes
      make
      it clear that any projected results (expressed or implied) will not be
      realized.




**Overview**





We
      are a technology licensing company that licenses our technology to both third
      parties who incorporate it into their products for resale to their customers,
      and to end users who incorporate the technology into their products at their
      manufacturing facilities. We receive royalties on volume usage of our technology
      from third parties who sell products incorporating such technologies. We intend
      to require, whenever possible, minimum annual royalties to enter into these
      licensing agreements.




Our
      initial focus involved offering security solutions to the gaming industry
      through third parties that supply various products and services to the gaming
      industry. We license our technology to these third-party product and service
      suppliers who, in turn, incorporate our technology into the products they sell.
      We receive a royalty on each license. As part of these security solutions,
      we
      sell inks and pigments used to detect counterfeit products and documents to
      these same third-party product and service suppliers. By the end of fiscal
      year
      2003, we had signed agreements to provide technology for the protection of
      playing cards, dice, and casino chips from fraud with Gaming Partners
      International and CoPAG U.S.A. Inc. (“CoPAG”). The agreement with Gaming
      Partners International is still in effect. The agreement with CoPAG expired
      in
      September 2005 and was not renewed.





In
      February 2005 we entered into a six-month agreement with the Nicolette
      Consulting Group Limited (“NCG”) utilizing the services of Thomas A. Nicolette,
      its principal. The agreement anticipated that NCG would mainly provide sales
      and
      marketing services to LaserLock. During the initial term these services were
      expanded to include strategic planning and the longer-term objectives. In July
      2005, February 2006 and August 2006, the contract was extended for further
      six
      month periods with the understanding that Mr. Nicolette would, in addition
      to
      his sales and marketing services, provide services similar to those of a senior
      executive, although he would not be an officer of LaserLock. This agreement
      expired on January 31, 2007.





On
      December 13, 2005 we signed a Letter of Intent (“LOI”) to acquire a minimum of
      95% of the outstanding shares of ExaqtWorld S.A.R.L. (“Exaqt”) based in Paris,
      France for 36.6% of the outstanding shares of LaserLock (assuming 100% of the
      shares of Exaqt are tendered). With the acquisition of Exaqt we would own the
      worldwide rights in the security sector to a fundamental patent to manufacturer
      multi-tech Electronic Article Surveillance (“EAS”) systems, which simultaneously
      detect multiple EAS frequencies (RF, EM, AM and RFID). The multi-tech EAS
      systems allow the seamless integration of source tagging of products at the
      manufacturing level of the supply chain of the retail industry. The LOI was
      subject to the signing of a definitive agreement between Exaqt and us. The
      standstill agreement contained in the LOI expired June 13, 2006. In the first
      quarter of 2007 we elected not to pursue the acquisition of Exaqt.




-3-


We
      continue to develop new anti-counterfeiting technologies and to apply for patent
      protection for these technologies wherever possible. Our current patent
      portfolio consists of four granted patents (one granted in 2002, two granted
      in
      2004 and one granted in 2005) and one patent pending. Management believes that
      some of the patents that have been granted may have commercial application
      in
      the future but will require additional capital and/or a strategic partner in
      order to reach the potential markets.




We
      are
      currently exploring the uses of our technologies in general industry and
      government. Whenever possible, we will license our technology to strategic
      partners that currently service those industries and charge them royalty fees
      and/or a share of the revenues/profits from their use of our
      technology.




In
      February 2006 we commenced a private placement of up to $800,000 principal
      amount of 10% senior secured convertible promissory notes due twelve months
      from
      the date of issue to certain of our shareholders and other accredited investors.
      Purchasers of notes were issued 10-year warrants exercisable into LaserLock’s
      equity securities at an exercise price of $0.01 per share. Additionally, if
      an
      equity financing with total proceeds of more than $5,000,000 occurs while any
      notes are outstanding, holders of notes will have the right, at their option,
      to
      convert the outstanding principal and interest of the notes into shares at
      a
      discount of 30% of the price per share in the qualified financing. The notes
      are
      secured by a first priority lien on all of the tangible and intangible personal
      property of LaserLock. The private placement relied upon applicable exemptions
      from registration under Section 4(2) of the Securities Exchange Act of 1934,
      as
      amended, and Section 506 of Regulation D promulgated thereunder.  We
      completed the private placement on August 10, 2006. In total, we sold $800,000
      of notes and issued warrants for the purchase of 8,000,000 shares of our common
      stock in the private placement. On May 7, 2007, we entered into an agreement
      with the holders of the notes whereby the parties extended the due date of
      the
      notes to August 31, 2008. Interest under the notes was increased to 12% during
      the extended period.





In
      October 2006 we entered into an agreement with UTEK Corporation (“UTEK”) a
      publicly traded company located in Tampa, Florida to conduct a study of our
      intellectual property portfolio. The study focused on potential uses of our
      intellectual property portfolio for non-security applications. The approximate
      cost of the study was $55,000. We issued 1,200,000 restricted Common Shares
      to
      UTEK to pay the costs of the study. The shares had a market price of $.045.
      UTEK
      completed its initial study in December 2006 and provided a report, which,
      indicated that there was significant opportunity for licensing our intellectual
      property for non-security applications.





On
      November 2, 2006, we entered into an agreement with Athanor Capital Partners
      Limited, based in London, United Kingdom ("Athanor"), under which Athanor will
      act as a corporate advisor and broker to us. With Athanor's guidance, we
      intended to form a new holding company in the United Kingdom ("Newco") and
      raise
      up to $5,000,000 through the issuance of Newco's shares on the London Stock
      Exchange's AIM market ("AIM"). Under the terms of the agreement, Athanor would
      provide corporate finance advice and capital raising assistance to us in
      connection with a proposed application for the admission of Newco's shares
      to
      trade on the AIM. The proceeds of the offering would be used to complete the
      acquisition of the assets of Exaqt, including Exaqt’s patent portfolio, fund the
      global sales and marketing operations of the combined product lines, and
      exchange all outstanding shares of LaserLock for shares in Newco. On signing
      the
      agreement, we paid Athanor a $10,000 non-refundable fee and granted them options
      to purchase 1,000,000 Common Shares at $.0001 per share. This option was
      promptly exercised. In the first quarter of 2007 we elected not to pursue the
      acquisition of Exaqt and the listing on AIM.





On
      February 28, 2007, we entered into a commercialization agreement with UTEK
      under
      which it will market on our behalf the non-security applications of our
      intellectual property. Upon execution of the agreement, we paid UTEK an initial
      fee of $5,000, which will be credited against future commissions payable to
      UTEK
      under the commercialization agreement. Commissions payable to UTEK are based
      on
      the net revenues of LaserLock attributable to licenses and/or sales of the
      non-security applications of our intellectual property during the term of the
      agreement. The agreement has an initial term of six months, which will be
      automatically extended in the event contact is made during the initial term
      with
      any prospective licensees or purchasers of the non-security applications of
      our
      intellectual property.





On
      March
      9, 2007, we entered into a non-exclusive sales and marketing agreement with
      RCD
      Technologies Inc. (“RCD”). RCD is a security technology company, which
      specializes in RFID technology. During the initial six-month period of the
      agreement, RCD has agreed to market the LaserLock technologies using its
      in-house sales force and to share the net revenues with LaserLock on a 50-50
      basis. This agreement was not extended.





-4-


As
      of May
      17, 2007, the Company filed a Certificate of Designation of Series A Preferred
      Stock with the Secretary of State of the State of Nevada designating 75,000,000
      shares of the Company’s preferred stock as Series A Preferred Stock. The Series
      A Preferred Stock is non-voting. In the event of any liquidation, dissolution
      or
      winding up of the affairs of the Company, before any payment is made to the
      holders of the Company’s common stock, the holders of Series A Preferred Stock
      will be entitled to receive an amount equal to $0.0213 per share out of the
      assets available for distribution by the Company. This preference amount is
      subject to adjustment for any stock dividends, combinations or splits with
      respect to shares of Series A Preferred Stock. At any time after the earlier
      of
      May 18, 2009 or the date the Company becomes insolvent, each share of Series
      A
      Preferred Stock is convertible at the option of the holder into one share of
      the
      Company’s common stock, in each case as adjusted for any stock dividends,
      combinations or splits with respect to such shares.





In
      May
      2007 we commenced a private placement of up to $400,000 principal amount of
      10%
      convertible promissory notes due August 31, 2008 (the “Notes”). Holders of Notes
      will have the right, at their option, to convert the outstanding principal
      and
      interest of the Notes into shares of our Series A Preferred Stock at any time
      and from time to time at the option of the holder at the initial conversion
      price of $0.005333 per share. The Notes are unsecured.





As
      of
      January 31, 2008 all of the Notes were sold to Nob Hill Capital Partners LP
      and
      Clydesdale Partners II, LLC. The Notes were issued in reliance upon applicable
      exemptions from registration under Section 4(2) of the Securities Exchange
      Act
      of 1934, as amended, and Section 506 of Regulation D promulgated thereunder.





In
      addition to the above, in order to implement our strategy, it will be necessary
      for us to raise additional capital and/or enter into strategic alliances or
      partnerships. There can be no assurances that such capital or strategic
      alliances or partnerships will be available and, if available, that we will
      be
      able to secure such capital or arrangements on acceptable terms.








**Results
      of Operations**





**Comparison
      of the Three-Month Periods Ended March 31, 2008 and March 31,
      2007.**





Since
      we
      were and currently still are in our startup stages it is difficult for us to
      forecast our revenue or earnings accurately. We believe that period-to-period
      comparisons of our operating results may not be meaningful. We believe that
      we
      will start generating larger amounts of revenue in the future due to our
      attempts to cultivate business relationships over the past years.





As
      a
      result of our limited operating history, we do not have meaningful historical
      financial data on which to base planned operating expenses. Thus, annual revenue
      and results of operation are difficult to project.





For
      the
      three months ended March 31, 2008, we had sales and royalty revenues of $15,779
      as compared to $224,030 for the three months ending March 31, 2007. During
      the
      period, sales were $2,849 as compared to $184,581 for last year. Royalty
      revenues decreased to $12,930 from $39,449. The reduction in sales results
      from
      the use of our ink in casino chips during the 2007 period in a manner that
      required more ink per chip than in other periods. In addition, the number of
      chips using our ink in 2008 was less than in the 2007 period resulting in lower
      sales and royalty income.





Our
      cost
      of sales was $2,667 for the three months ended March 31, 2008 as compared to
      $162,199 for the three months ended March 31, 2007. For the 2008 period the
      costs were 93.6% of sales as compared to 87.9% for the 2007 period. The total
      sales during the current period were not material enough to indicate a trend
      relative to cost of sales.





Our
      research and development costs aggregated $5,754 for the three months ended
      March 31, 2008 as compared to $3,381 for the three months ended March 31, 2007,
      an increase of $2,373. The increase results principally from development efforts
      related to the non security uses of our WhyteLite product.




-5-


Our
      patent costs for the three months ended March 31, 2008 were $446. There were
      no
      patent costs during the three month period ending March 31, 2007. This expense
      is the cost for maintaining the patents that have been issued to the Company.





Our
      legal
      and accounting costs aggregated $30,521 for the three months ended March 31,
      2008 as compared to $47,204 for the three months ended March 31, 2007, a
      decrease of $16,683. Legal fees for the 2008 period decreased to $6,521 from
      $37,404 in the prior year. The decrease principally results from costs for
      legal
      work in the 2007 period in connection with the potential acquisition of Exaqt
      and listing on the London Stock Exchange’s AIM Market. In the first quarter of
      2007 we elected not to pursue the acquisition of Exaqt and the AIM listing.
      In
      addition, accounting fees were $24,000 in the 2008 period as compared to $9,800
      for the same period last year an increase of $14,200.





Our
      sales
      and marketing costs aggregated $61,152 for the three months ended March 31,
      2008
      as compared to $102,277 for the three months ended March 31, 2007, a decrease
      of
      $41,125. The reduction in the costs result primarily from reduced charges for
      the issuance of stock options for marketing consultants of $24,667, a $5,000
      fee
      paid in 2007 to UTEK for a commercialization contract and the substantial
      portion of the balance reduced fees and costs paid to marketing
      consultants.





Our
      general and administrative costs aggregated $67,563 for the three months ended
      March 31, 2008 as compared to $57,956 for the three months ended March 31,
      2007,
      an increase of $9,607. The increase is principally the result of increased
      costs
      for salaries and related payroll taxes of $9,000 and insurance costs of $7,500,
      partially offsetting the increase was a 2007 charge for bad debts of
      $4,300.





Our
      interest expense for the three months ended March 31, 2008 was $36,388 as
      compared to $96,944 for the three months ended March 31, 2007. Accrued interest
      expense on the Company’s debt was $36,375 for the three months ended March 31,
      2008 as compared to $21,250 for the 2007 period resulting from an increase
      in
      the average amount of Notes outstanding during 2008 as compared to 2007 and
      an
      increase in the interest rate from 10% to 12% in 2008. The amortization of
      the
      deferred finance charges related to the issuance of warrants related to the
      Notes was $75,782 for the three months ended March 31, 2007. The amortization
      expense results from the timing of the exercise of the warrants issued in
      conjunction with the Notes and the completion of the amortization of the
      deferred finance charges resulting from issuance of the warrants in
      2007.





The
      net
      loss for the three months ended March 31, 2008 was $188,710 or $0.00 per share
      (rounded to the nearest $0.01). This compares to a net loss of $245,782 or
      $0.00
      per share (rounded to the nearest $0.01) for the same period in 2007, a decrease
      in the net loss of $57,072. Included in the net loss for the 2008 period was
      $2,548 that represents the expense portion of the fair value of stock options
      and warrants issued compared to $117,743 in the 2007 period, a decrease of
      $115,195.





**Liquidity
      and Capital Resources**





Our
      cash
      balance at March 31, 2008 of $22,233 was $21,885 more than the $348 as of
      December 31, 2007. Working capital at March 31, 2008 was a negative $2,037,356
      representing a decrease in working capital of $182,211 from the negative
      $1,855,145 at December 31, 2007. This decrease in working capital relates
      principally to the cash portion of our net loss for the three months ended
      March
      31, 2008.




Our
      cash
      flow from operations, since inception, has been and continues to be negative.
      We
      continue to attempt to solicit customers and expect to continue to expend funds
      in excess of our revenues in the near future.




Future
      capital requirements and the adequacy of available funds will depend on numerous
      factors, including the successful commercialization of our existing products,
      cost of filing, prosecuting, defending and enforcing any current and future
      patent claims and other intellectual property rights, competing technological
      and marketing of our products. In the event our plans change, our assumptions
      change or prove to be inaccurate or the funds available prove to be insufficient
      to fund operations at the planned level (due to further unanticipated expenses,
      delays, problems or otherwise), we could be required to obtain additional funds
      through equity or debt financing, through strategic alliances with corporate
      partners and others, or through other sources in order to bring our products
      through to commercialization. We do not have any committed sources of additional
      financing, and there can be no assurance that additional funding, if necessary,
      will be available on acceptable terms, if at all. If adequate funds are not
      available, we may be required to further delay, scale back, or eliminate certain
      aspects of our operations or attempt to obtain funds through arrangements with
      collaborative partners or others that may require us to surrender rights to
      certain of our technologies, product development projects, certain products
      or
      existing markets. Specifically, if we are unable to consummate sales, we may
      have to delay our anticipated marketing and delivery dates, scale back our
      third-party production capabilities or eliminate certain areas of further
      research and development. If adequate funds are not available, our business,
      financial condition, and results of operations will be materially and adversely
      affected.




-6-


Our
      actual research and development and related activities may vary significantly
      depending on numerous factors, including changes in the costs of such activities
      from current estimates, the results of our research and development programs,
      the results of clinical studies, the timing of regulatory submissions,
      technological advances, determinations as to commercial potential, the status
      of
      competitive products and the availability of sufficient funds to achieve our
      goals. At this time we cannot project our cash expenditures on our research
      and
      development program for fiscal year 2008. Our research and development plans
      over the current year are uncertain but may include the application of our
      product to additional materials, as well as improving our existing products
      in
      conjunction with client feedback and the commercialization of new products.
      The
      focus and direction of our operations also will be dependent upon the
      establishment of collaborative arrangements with other companies.




Our
      current policy is to invest our cash reserves in bank deposits, certificates
      of
      deposit, commercial paper, corporate notes, U.S. government instruments or
      other
      investment-grade quality instruments.




There
      can
      be no assurance that we will be able to commercialize our technologies or that
      profitability will ever be achieved. We expect that our operating results will
      fluctuate significantly from year to year in the future and will depend on
      a
      number of factors, most of which are beyond our control.





**Off-Balance
      Sheet Arrangements**





As
      of
      March 31, 2008, we did not have any off-balance sheet arrangements as defined
      in
      Item 303(c) of Regulation S-B.


-7-





Item
      3A(T).  Controls
      and Procedures





(a)  Evaluation
      of Disclosure Controls and Procedures





As
      of May
      15, 2008, our board of directors carried out an evaluation of the effectiveness
      of the design and operation of our "disclosure controls and procedures" (as
      defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of
      1934,
      as amended (the “Exchange Act”)) under the supervision and with the
      participation of our management, including Norman Gardner, our president and
      chief executive officer. Based upon that evaluation, Mr. Gardner concluded
      that
      our disclosure controls and procedures are not effective based on material
      weaknesses identified by management as described in Management’s Report on
      Internal Control over Financial Reporting set forth in Item 7 of our Annual
      Report on Form 10-KSB for the period ended December 31, 2007.




Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed in our reports filed or
      submitted under the Exchange Act are recorded, processed, summarized and
      reported, within the time periods specified in the Securities and Exchange
      Commission's (the “SEC”) rules and forms. Disclosure controls and procedures
      include, without limitation, controls and procedures designed to ensure that
      information required to be disclosed in our reports filed under the Exchange
      Act
      is accumulated and communicated to management to allow timely decisions
      regarding required disclosure.





(b)  Change
      in
      Internal Control over Financial Reporting





No
      change
      in our internal control over financial reporting occurred during our most recent
      fiscal quarter that has materially affected, or is reasonably likely to
      materially affect, our internal control over financial reporting.





-8-


PART
      II -
      OTHER INFORMATION




Item
      6.  Exhibits





31.1  Certification
      of Chief Executive Officer and principal financial officer pursuant to Section
      302 of the Sarbanes-Oxley Act of 2002 (filed herewith).*





32.1  Certification
      of Chief Executive Officer and principal financial officer pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002 (filed herewith).*





______________________


*  The
      same
      individual serves as the Company's Chief Executive Officer and principal
      financial officer.








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)Date: May
              15,
              2008
            By:
            /s/ Norman
              A.
              GardnerNorman
              A. Gardner