United States Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB


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

       For the quarterly period ended September 30, 2005

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

       For the transition period from __________________ to ___________________



                         Commission file number 0-31927


                          LASERLOCK TECHNOLOGIES, INC.
            --------------------------------------------------------
           (Exact Name of Small Business as Specified in its Charter)


             NEVADA                                      23-3023677
-------------------------------             -----------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)



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



                                 (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 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

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

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

               Class                         Outstanding at September 30, 2005
     --------------------------            -------------------------------------
     Common Stock, no par value                          60,590,506
                                                         ----------

Transitional Small Business Disclosure Form (check one):

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

<PAGE>

                          LASERLOCK TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                TABLE OF CONTENTS
                                   FORM 10-QSB
<TABLE>
<CAPTION>
                                     PART I
                              FINANCIAL INFORMATION
<S>                                                                             <C>
Item 1.   Consolidated Financial Statements

          Consolidated Balance Sheets
            September 30, 2005 and December 31, 2004                                 1

          Consolidated Statements of Operations for the Three and Nine
            Months Ended September 30, 2005 and 2004 and the Period
            November 10, 1999 (Date of Inception) to September 30, 2005
            (Unaudited)                                                              2

          Consolidated Statements of Changes in Stockholders' Equity for the
            Period November 10, 1999 (Date of Indeption) to September 30, 2005     3 - 4

          Consolidated Statements of Cash Flows for the Nine Months
            Ended September 30, 2005 and 2004 and the Period
            November 10, 1999 (Date of Inception) to September 30, 2005
            (Unaudited)                                                            5 - 6

          Notes to Consolidated Financial Statements (Unaudited)                   7 - 10

Item 2.   Management's Discussion and Analysis of Financial Condition
            and Results of Operation                                              11 - 15

Item 3.   Controls and Procedures                                                    16

                                     PART II
                                OTHER INFORMATION


Item 1.   Legal Proceedings                                                          17

Item 6.   Exhibits and Reports on Form 8-K                                        18 - 19
</TABLE>


<PAGE>

                          LASERLOCK TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 2005 AND DECEMBER 31, 2004



<TABLE>
<CAPTION>
                                                        September 30,    December 31,
                                                           2005             2004
                                                        -----------      -----------
                                                        (Unaudited)       (Audited)
ASSETS

Current Assets
<S>                                                     <C>              <C>
Cash and cash equivalents                               $    76,862      $   676,593
Receivables                                                  10,533           27,942
Inventory                                                    39,814           20,423
Prepaid expenses                                               --              9,812
                                                        -----------      -----------

Total Current Assets                                        127,209          734,770
                                                        -----------      -----------
Property and Equipment
Capital equipment                                            32,701           29,381
Less:  Accumulated depreciation                              11,899            7,965
                                                        -----------      -----------
                                                             20,802           21,416
                                                        -----------      -----------
Patent costs, net of accumulated amortization of
$13,682 as of June 30, 2005 and $8,366 as of
December 31, 2004                                           116,111           80,297
                                                        -----------      -----------

TOTAL ASSETS                                            $   264,122      $   836,483
                                                        ===========      ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable and accrued expenses                   $   152,116      $    43,328
Deferred revenue                                             14,465           12,500
                                                        -----------      -----------

Total Current Liabilities                                   166,581           55,828
                                                        -----------      -----------

STOCKHOLDERS' EQUITY

Preferred Stock, $.001 par value; 75,000,000 shares
authorized, no shares issued and outstanding                   --               --
Common Stock, $.001 par value; 250,000,000 shares
authorized, 60,590,506 shares outstanding at
September 30, 2005 and December 31, 2004                     60,590           60,590
Additional paid-in capital                                6,160,445        5,903,685
Deficit accumulated during the development stage         (6,123,494)      (5,183,620)
                                                        -----------      -----------
                                                             97,541          780,655
                                                        -----------      -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY              $   264,122      $   836,483
                                                        ===========      ===========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      -1-
<PAGE>

                          LASERLOCK TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
   AND THE PERIOD NOVEMBER 10, 1999 (DATE OF INCEPTION) TO SEPTEMBER 30, 2005
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                         Three Months      Three Months       Nine Months       Nine Months
                                        Cumulative          Ended             Ended              Ended            Ended
                                          Since          September 30,     September 30,      September 30,    September 30,
                                        Inception            2005              2004              2005              2004
                                       ------------      ------------      ------------      ------------      ------------
REVENUES
<S>                                    <C>               <C>               <C>               <C>               <C>
Sales                                  $    167,215      $      6,327      $     34,552      $     42,845      $     55,347
Royalties                                   308,865            40,770            10,507           124,825            36,576
                                       ------------      ------------      ------------      ------------      ------------
Total revenues                              476,080            47,097            45,059           167,670            91,923
                                       ------------      ------------      ------------      ------------      ------------

COSTS AND EXPENSES
Research and development                    884,476            28,533            84,071           104,006           287,616
Patent costs                                 50,989              --                --                --                --
Legal and accounting                        675,892            42,222            19,580           102,146           127,041
Sales and marketing                       3,205,273           241,085           172,591           639,588           580,169
General and administrative                1,982,216            18,661            84,988           267,047           286,307
                                       ------------      ------------      ------------      ------------      ------------
Total costs and expenses                  6,798,846           330,501           361,230         1,112,787         1,281,133
                                       ------------      ------------      ------------      ------------      ------------

LOSS BEFORE OTHER INCOME                 (6,322,766)         (283,404)         (316,171)         (945,117)       (1,189,210)

OTHER INCOME (EXPENSE)
Interest income                              58,820             1,026             2,029             5,243             3,406
Interest expense                            (29,270)             --                --                --                --
Gain on disposition of assets                 4,722              --                --                --                --
                                       ------------      ------------      ------------      ------------      ------------

LOSS BEFORE INCOME TAX BENEFIT           (6,288,494)         (282,378)         (314,142)         (939,874)       (1,185,804)

INCOME TAX BENEFIT                          165,000              --                --                --                --
                                       ------------      ------------      ------------      ------------      ------------

NET LOSS                               $ (6,123,494)     $   (282,378)     $   (314,142)     $   (939,874)     $ (1,185,804)
                                       ============      ============      ============      ============      ============

BASIC AND DILUTED WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING                                  60,590,506        60,590,506        60,590,506        51,049,557
                                                         ============      ============      ============      ============

BASIC AND DILUTED NET LOSS PER
COMMON SHARE                                             $      (0.00)     $      (0.01)     $      (0.02)     $      (0.02)
                                                         ============      ============      ============      ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      -2-
<PAGE>

                          LASERLOCK TECHNOLOGIES, INC.
                          (A DEVELOMENT STAGE COMPANY)
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
   FOR THE PERIOD NOVEMBER 10, 1999 (DATE OF INCEPTION) TO SEPTEMBER 30, 2005

<TABLE>
<CAPTION>
                                                                                 Common Stock
                                                                          ---------------------------
                                                                           Number of                        Consulting
                                                                            Shares           Amount            Fees
                                                                          -----------      -----------      -----------
<S>                                                                         <C>            <C>              <C>
Issuance of initial 4,278,000 shares on November 10, 1999                   4,278,000      $     4,278      $      --
Issuance of shares of common stock in exchange for services                 1,232,000            1,232             --
Issuance of shares of common stock                                          2,090,000            2,090             --
Stock issuance costs                                                             --               --               --
Net loss                                                                         --               --               --
                                                                          -----------      -----------      -----------

Balance, December 31, 1999                                                  7,600,000            7,600             --

Issuance of shares of common stock                                          5,449,999            5,450             --
Issuance of shares of common stock in exchange for services                   240,000              240          (40,800)
Stock issuance costs                                                             --               --               --
Fair value of non-employee stock options grants                                  --               --               --
Amortization of deferred consulting fees                                         --               --             20,117
Net loss                                                                         --               --               --
                                                                          -----------      -----------      -----------

Balance, December 31, 2000                                                 13,289,999           13,290          (20,683)

Issuance of shares of common stock                                            217,500              218             --
Issuance of shares of common stock and stock options for
acquisition of subsidiary                                                   2,000,000            2,000             --
Issuance of stock options                                                        --               --               --
Exercise of options                                                         1,450,368            1,450             --
Fair value of non-employee stock options                                         --               --               --
Amortization of deferred consulting fees                                         --               --             20,683
Net loss                                                                         --               --               --
                                                                          -----------      -----------      -----------

Balance, December 31, 2001                                                 16,957,867           16,958             --

Issuance of shares of common stock                                          3,376,875            3,377             --
Fair value of non-employee stock options                                         --               --               --
Salary due to shareholder contributed to capital                                 --               --               --
Return of shares of common stock related to purchase price adjustment      (1,000,000)          (1,000)            --
Net loss                                                                         --               --               --
                                                                          -----------      -----------      -----------

Balance, December 31, 2002                                                 19,334,742      $    19,335      $      --
</TABLE>

<TABLE>
<CAPTION>
                                                                                              Deficit
                                                                                            Accumulated
                                                                            Additional       During the
                                                                             Paid-In        Development
                                                                             Capital           Stage             Total
                                                                            -----------      -----------      -----------
<S>                                                                         <C>              <C>              <C>
Issuance of initial 4,278,000 shares on November 10, 1999                   $    16,595      $      --        $    20,873
Issuance of shares of common stock in exchange for services                      35,728             --             36,960
Issuance of shares of common stock                                               60,610             --             62,700
Stock issuance costs                                                            (13,690)            --            (13,690)
Net loss                                                                           --            (54,113)         (54,113)
                                                                            -----------      -----------      -----------

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

Issuance of shares of common stock                                              921,050             --            926,500
Issuance of shares of common stock in exchange for services                      40,560             --               --
Stock issuance costs                                                            (16,335)            --            (16,335)
Fair value of non-employee stock options grants                                  50,350             --             50,350
Amortization of deferred consulting fees                                           --               --             20,117
Net loss                                                                           --           (367,829)        (367,829)
                                                                            -----------      -----------      -----------

Balance, December 31, 2000                                                    1,094,868         (421,942)         665,533

Issuance of shares of common stock                                               77,723             --             77,941
Issuance of shares of common stock and stock options for
acquisition of subsidiary                                                       736,000             --            738,000
Issuance of stock options                                                        15,000             --             15,000
Exercise of options                                                             230,609             --            232,059
Fair value of non-employee stock options                                        323,250             --            323,250
Amortization of deferred consulting fees                                           --               --             20,683
Net loss                                                                           --         (1,052,299)      (1,052,299)
                                                                            -----------      -----------      -----------

Balance, December 31, 2001                                                    2,477,450       (1,474,241)       1,020,167

Issuance of shares of common stock                                              687,223             --            690,600
Fair value of non-employee stock options                                         94,000             --             94,000
Salary due to shareholder contributed to capital                                 15,000             --             15,000
Return of shares of common stock related to purchase price adjustment          (353,000)            --           (354,000)
Net loss                                                                           --         (1,195,753)      (1,195,753)
                                                                            -----------      -----------      -----------

Balance, December 31, 2002                                                  $ 2,920,673      $(2,669,994)     $   270,014
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      -3-

<PAGE>

                          LASERLOCK TECHNOLOGIES, INC.
                          (A DEVELOMENT STAGE COMPANY)
     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Continued)
   FOR THE PERIOD NOVEMBER 10, 1999 (DATE OF INCEPTION) TO SEPTEMBER 30, 2005


<TABLE>
<CAPTION>
                                                                        Common Stock
                                                          ---------------------------
                                                           Number of                  Consulting
                                                            Shares           Amount      Fees
                                                          -----------     -----------     ---
<S>                                                        <C>            <C>             <C>
Issuance of shares of common stock                         22,512,764     $    22,512     $--
Fair value of non-employee stock options                         --              --        --
Issuance of shares of common stock for services               143,000             143      --
Stock issuance costs                                             --              --        --
Net loss                                                         --              --        --
                                                          -----------     -----------     ---

Balance, December 31, 2003                                 41,990,506          41,990      --


Stock issuance costs                                             --              --        --
Fair value of non-employee stock options                         --              --        --
Issuance of shares of common stock                         18,600,000          18,600      --
Net loss                                                         --              --        --
                                                          -----------     -----------     ---

Balance December 31, 2004 (Audited)                        60,590,506          60,590      --


Fair value of non-employee stock options                         --              --        --
Net loss for the nine months ended September 30, 2005            --              --        --
                                                          -----------     -----------     ---

Balance September 30, 2005 (Unaudited)                     60,590,506     $    60,590     $--
                                                          ===========     ===========     ===
</TABLE>

<TABLE>
<CAPTION>
                                                                             Deficit
                                                                           Accumulated
                                                           Additional       During the
                                                            Paid-In        Development
                                                            Capital           Stage             Total
                                                           -----------      -----------      -----------
<S>                                                        <C>              <C>              <C>
Issuance of shares of common stock                         $ 1,387,109      $      --        $ 1,409,621
Fair value of non-employee stock options                       213,300             --            213,300
Issuance of shares of common stock for services                 23,857             --             24,000
Stock issuance costs                                           (49,735)            --            (49,735)
Net loss                                                          --         (1,107,120)      (1,107,120)
                                                           -----------      -----------      -----------

Balance, December 31, 2003                                   4,495,204       (3,777,114)         760,080


Stock issuance costs                                           (25,000)            --            (25,000)
Fair value of non-employee stock options                       493,600             --            493,600
Issuance of shares of common stock                             939,881             --            958,481
Net loss                                                          --         (1,406,506)      (1,406,506)
                                                           -----------      -----------      -----------

Balance December 31, 2004 (Audited)                          5,903,685       (5,183,620)         780,655

                                                           -----------      -----------      -----------
Fair value of non-employee stock options                       256,760             --            256,760
Net loss for the nine months ended September 30, 2005             --           (939,874)        (939,874)
                                                           -----------      -----------      -----------

Balance September 30, 2005 (Unaudited)                     $ 6,160,445      $(6,123,494)     $    97,541
                                                           ===========      ===========      ===========
</TABLE>

          See accompanying notes to consolidated financial

                                      -4-
<PAGE>

                          LASERLOCK TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
   AND THE PERIOD NOVEMBER 10, 1999 (DATE OF INCEPTION) TO SEPTEMBER 30, 2005
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                           Inception          2005             2004
                                                          -----------      -----------      -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                       <C>              <C>              <C>
Net loss                                                  $(6,123,494)     $  (939,874)     $(1,185,804)
Adjustments to reconcile net loss to net cash
used in operating activities
Fair value of options issued in exchange for services       1,431,260          256,760          483,800
Amortization and depreciation                                 430,712            9,250            5,413
Gain on disposition of assets                                  (4,722)            --               --
Financing expenses paid directly from
stock proceeds                                                  5,270             --               --
Stock issued in exchange for services                          60,960             --
Amortization of deferred consulting fees                       40,800             --               --
Salary due to stockholder contributed to capital               15,000             --               --
(Increase) decrease in assets
Receivables                                                   (10,533)          37,833          (17,943)
Inventory                                                     (39,814)         (39,814)         (25,701)
Prepaid expenses                                                 --              9,811           10,197
Increase (decrease) in liabilities
Accounts payable and accrued expenses                         152,117          108,788          (37,888)
Deferred revenue                                               14,465            1,965          (11,250)
                                                          -----------      -----------      -----------

Net cash used in operating activities                      (4,027,979)        (555,281)        (779,176)
                                                          -----------      -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment                            (35,849)          (3,320)         (12,446)
Purchase of intangibles                                       (20,000)            --               --
Purchase/capitalization of patent costs                      (129,793)         (41,130)         (20,791)
Proceeds from sale of assets                                    6,737             --               --
                                                          -----------      -----------      -----------

Net cash used in investing activities                        (178,905)         (44,450)         (33,237)
                                                          -----------      -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock                      4,091,447             --            958,481
Proceeds from exercise of stock options                       232,059             --               --
Proceeds from issuance of stock options                        15,000             --               --
Proceeds from short-term borrowings                            50,000             --               --
Stock issuance costs                                         (104,760)            --            (25,000)
                                                          -----------      -----------      -----------

Net cash provided by financing activities                   4,283,746             --            933,481
                                                          -----------      -----------      -----------

NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS                                               76,862         (599,731)         121,068

CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD                                              --            676,593          810,264
                                                          -----------      -----------      -----------

CASH AND CASH EQUIVALENTS -
END OF PERIOD                                             $    76,862      $    76,862      $   931,332
                                                          ===========      ===========      ===========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      -5-
<PAGE>

                          LASERLOCK TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
   AND THE PERIOD NOVEMBER 10, 1999 (DATE OF INCEPTION) TO SEPTEMBER 30, 2005
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                               Nine Months   Nine Months
                                                  Cumulative      Ended         Ended
                                                    Since      September 30, September 30,
                                                  Inception        2005          2004
                                                  ---------      ---------     ---------

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:
Return of shares of common stock related to
purchase price adjustment
<S>                                               <C>            <C>           <C>
Common stock                                      $  (1,000)     $    --       $    --
Additional paid-in capital                         (353,000)          --            --
                                                  ---------      ---------     ---------

Intangible assets                                 $(354,000)     $    --       $    --
                                                  =========      =========     =========

Issuance of common stock and stock options
for acquisition of subsidiary                     $ 738,000      $    --       $    --
                                                  =========      =========     =========
</TABLE>














          See accompanying notes to consolidated financial statements.

                                      -6-
<PAGE>

                          LASERLOCK TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


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 and nine months ended
September 30, 2005 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2005. 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, 2004.

Recently Issued Accounting Pronouncements

In December 2004, the FASB revised SFAS 123, "Accounting for Stock-Based
Compensation" to require all companies to expense the fair value of employee
stock options. SFAS 123R is effective at the beginning of the next fiscal year
that begins after December 15, 2005 for a small business issuer.

The following recently issued accounting pronouncements are currently not
applicable to the Company.

In January 2003, subsequently revised December 2003, the FASB issued FASB
Interpretation No. 46R ("FIN 46R"), Consolidation of Variable Interest Entities
- An Interpretation of AARB N. 51. FIN 46R requires that if any entity has a
controlling financial interest in a variable interest entity, the assets,
liabilities and results of activities of the variable interest entity should be
included in the consolidated financial statements of the entity. FIN 46R
provisions are effective for all arrangements entered into after January 31,
2003. FIN 46R provisions are required to be adopted for the first period ending
after December 15, 2004 for a small business issuer.

FAS 150, Accounting for Certain Financial Instruments with Characteristics of
both Liabilities and Equity, requires financial instruments within its scope to
be classified as liabilities (or assets in some circumstances). The Statement is
effective for financial instruments entered into or modified after May 31, 2003,
and otherwise effective at the beginning of the first interim period beginning
after June 15, 2003, except for certain mandatorily redeemable financial
instruments. It is to be implemented by reporting the cumulative effect of a
change in an accounting principle for financial instruments created before the
issuance date of the Statement and still existing at the beginning of the
interim period of adoption. Restatement is not permitted. The effective date of
certain provisions of Statement 150 for certain mandatorily redeemable financial
instruments has been deferred by FSP FAS 150-3. Under the FSP, certain
mandatorily redeemable shares are subject to the provisions of Statement 150 for
the first fiscal period beginning after December 15, 2004. Other mandatorily
redeemable shares are deferred indefinitely but may be subject to classification
or disclosure provisions of the Statement.

Reclassifications

Certain reclassifications have been made to the financial statements related to
prior periods to conform to the presentation in the financial statements related
to the current period.

                                      -7-
<PAGE>

                          LASERLOCK TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 2 - REALIZATION OF ASSETS

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

NOTE 3 - 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 patent (17 years). During
the nine months ending September 30, 2005, additional capitalized patent costs
incurred amounted to $41,130. Amortization expense for patents was $1,909 and
$5,316 for the three months and nine months ended September 30, 2005, and was
$1,259 and $3,200 for the three months and nine months ended September 30, 2004.

NOTE 4 - INCOME TAXES

There is no income tax benefit for the losses for the three months and nine
months ended September 30, 2005 and 2004 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.

NOTE 5 - STOCK OPTIONS

In January 2004, in conjunction with three consulting agreements, the Company
granted options to purchase 200,000 shares of common stock at an exercise price
of $0.07 per share, options to purchase 500,000 shares of common stock at an
exercise price of $0.20 per share and options to purchase 3,056,662 shares of
common stock (7.5% of outstanding shares as of October 8, 2003) at an exercise
price of $0.07 per share. The options to acquire 200,000 shares of common stock
vested immediately and expire in ten years from the date of grant. The options
to acquire 500,000 shares of common stock vested in six monthly installments
beginning in January 2004 and expire in ten years from the date of grant. The
options to purchase 3,056,662 shares of common stock expire in ten years from
the date of grant, with 25% vesting on December 17, 2003 and 6% vesting at the
quarter's end of each subsequent quarter until fully vested. The remaining
1,192,098 options vested in the three months ended June 30, 2005, in accordance
with an April 2005 Board of Directors action. In accordance with the fair value
method as described in accounting requirements of SFAS No. 123, the Company
recognized consulting expenses of $-0- and $134,200 for the three months and
nine months ended September 30, 2005, and $33,400 and $346,400 for the three and
nine months ended September 30, 2004.

In April 2004, in conjunction with consulting contracts, the Company granted
options to purchase 1,700,000 shares of common stock and 800,000 shares of
common stock at an exercise price of $0.06 per share, expiring in June 2009, and
vesting in equal monthly installments commencing April 2004 through June 2006.
In accordance with the fair value method as described in accounting requirements
of SFAS No. 123, the Company recognized consulting expenses of $33,400 and
$100,200 for the three months and nine months ended September 30, 2005, and
$33,400 and $66,800 for the three months and nine months ended September 30,
2004.


                                      -8-

<PAGE>

                          LASERLOCK TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 5 - STOCK OPTIONS (Continued)

In January 2005, in conjunction with two consulting contracts, the Company
granted options to purchase 500,000 shares of common stock at an exercise price
of $0.09 per share, expiring in January 2010, and vesting in three annual
installments commencing January 2006. In accordance with the fair value method
as described in accounting requirements of SFAS No. 123, the Company recognized
consulting expenses of $1,300 and $4,500 for the three months and nine months
ended September 30, 2005, and $-0- for the three months and nine months ended
September 30, 2004.

In April 2005, in conjunction with three consulting contracts, the Company
granted options to purchase 650,000 shares of common stock at an exercise price
of $0.075 per share, expiring in April 2010; 450,000 options vested immediately,
while the other 200,000 vest 20% annually through April 2010. In accordance with
the fair value method as described in accounting requirements of SFAS No. 123,
the Company recognized consulting expenses of $380 and $17,860 for the three
months and nine months ended September 30, 2005, and $-0- for the three months
and nine months ended September 30, 2004.

In April 2004, the Company granted an employee options to purchase 2,500,000
shares of common stock at an exercise price of $0.06 per share, expiring in June
2009, and vesting in equal monthly installments commencing April 2004 through
June 2006.

In April 2005, the Company granted an employee options to purchase 450,000
shares of common stock at an exercise price of $0.075 per share, expiring in
April 2010, fully vesting immediately.

The Company applies Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees," and related interpretations in accounting for the
issuance of its stock options. Accordingly, no compensation cost has been
recognized for its stock options issued to employees during the three and nine
months ended September 30, 2005 and 2004. Had compensation cost for the
Company's issuance of vested stock options been determined based on the fair
value at grant dates for options consistent with the method of SFAS No. 123, the
Company's net loss would have been increased to the pro forma amounts indicated
below. The net loss per share would not change. Fair value amounts were
estimated using the Black-Scholes model with the following assumptions: no
dividend yield, expected volatility of 60%, and risk-free interest rate of 5%
for the three and nine months ended September 30, 2005 and 2004.


<TABLE>
<CAPTION>
                                     Three Months Ended                     Nine Months Ended
                                        September 30,                         September 30,
                              ---------------------------------    -----------------------------------
                                  2005               2004               2005               2004
                              --------------     --------------    ----------------   ----------------
<S>                                  <C>            <C>              <C>                <C>
Net loss             As reported     $(281,615)     $  (314,142)     $    (939,874)     $  (1,185,804)
                     Pro forma       $(315,015)     $  (352,342)     $  (1,040,074)     $  (1,262,204)

Net loss per share   As reported     $    --        $     (0.01)     $        0.02      $       (0.02)
                     Pro forma       $    --        $     (0.01)     $        0.02      $       (0.02)
</TABLE>

                                      -9-
<PAGE>

                          LASERLOCK TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 6 - RELATED PARTIES

The Company's office is owned by its President and Chief Executive Officer. No
lease exists and there was no rent expense incurred. However, the Company
incurred other occupancy expenses of $4,136 and $9,493 for the three months and
nine months ended September 30, 2005, and $3,803 and $7,207 for the three months
and nine months ended September 30, 2004.
















                                       10



<PAGE>

                          LASERLOCK TECHNOLOGIES, INC.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

Forward-Looking Information

The following Management's Discussion and Analysis should be read in conjunction
with our unaudited financial statements and notes for the nine month period
ended September 30, 2005 included herein and our audited financial statements
and notes for the year ended December 31, 2004 included in our Annual Report on
Form 10-KSB filed with the Securities and Exchange Commission.

This discussion and other sections of this Quarterly 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. The Company does not undertake to
publicly update or revise its 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 which licenses our technology to both
third parties who incorporate it into their products for resale to their
customers, and also directly 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.

Beginning in early 2003, we began to refocus our goals and alter our business
plans. Initially, the plan was to primarily market anti-counterfeiting solutions
to the gaming industry. In 2003, we restructured our management team and
refocused our short and long-term goals.

We offer security solutions to the gaming industry through third parties. These
third parties sell to the gaming industry various supplies and services. We have
licensed to these companies our technology and receive royalty payments, and
sell to the same companies inks and pigments that are used to detect counterfeit
products and documents. The third parties incorporate our technology into the
products they sell to the gaming industry. 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 (formerly
known as Bud Jones, Bourgogone et Grasset, and Paul Son) and CoPAG U.S.A. Inc.
these agreements are still in effect. In addition, we supply technology for the
protection of slot tickets from fraud.

                                      -11-

<PAGE>

Overview (Continued)

We have also made a commitment to sell advertising on the back of slot tickets
in the cashless ticket-in ticket-out slot machines such as those using the EZ
Pay system developed by IGT. We signed an agreement with Ambient Planet, Ltd.
("Ambient"), a media and marketing company, in February 2004. The agreement was
extended by mutual consent in September 2004 through September 2007. Ambient has
informed the Company that it is not unusual for a new advertising media, such as
slot ticket, to take a long time to be implemented and that they remain
optimistic about the potential for advertising sales. The first sale of this
advertising model was in the fourth quarter of 2005. The results of the test
program will help determine the future of the program. Ambient and the Company
are also currently exploring the potential of selling advertising on lottery
tickets.

In January 2005, we entered into an agreement with Enigima Importacao e
Exportacco Ltdn. ("Enigma"), in which we granted Enigima four, three-month
options, to develop in Brazil uses for our pending patent. During each option
period Enigima will pay us a fee and purchase product to be used in testing and
development of the products. At the end of the option period Enigima has the
right to enter into a license agreement with us based on a minimum license fee
and purchase price of product that includes a built in royalty. Several tests
have been conducted by Enigima and potential customers and/or their agents that
indicate use of the Company's technology might be commercially feasible.
However, to date, no contracts have been entered into for the commercial use of
this technology.

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 the Company. During the initial term these services were
expanded to include strategic planning and the longer-term objectives. In July
2005, the contract was extended for a further six months 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 the Company.

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. We, whenever possible will use licenses and strategic partners that
currently service those industries who will pay royalties and/or a share of the
revenues/profits from their use of our technology.

In the second quarter of 2004, we raised $933,481, net of expenses, in
additional capital. However in order to continue current operations and
subsequently 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 Period Ended September 30, 2005 and September 30,
2004.

Since we currently still are in our startup stages it is difficult for us to
forecast our revenues or earnings accurately. We believe that period-to-period
comparisons of our operating results may not be meaningful. We have been
generating increasing levels of royalty revenues over the last year, but the
level has been insufficient to cover our operating expenses. We believe that we
will continue to generate larger amounts of revenue in the future, however, such
growth will be dependent on our ability 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.

                                      -12-

<PAGE>

Results of Operations (continued)

As a result of our limited operating history and financial resources, 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 September 30, 2005, we had sales and royalty revenues
of $47,097, as compared to revenues of $45,059 for the three months ending
September 30, 2004, resulting from additional casinos adopting our laser
technology coupled with the continued use by existing casinos as well as a
January 2005 license agreement for Brazil. Most of the major casino's opened in
the United States in 2005 used some of our technology.

Our research and development costs, which also include the minimal cost of
products sold, aggregated $28,533 for the three months ended September 30, 2005
as compared to $84,071 for the three months ended September 30, 2004, a decrease
of $55,538. Last year expenses included a non-cash item of $20,200 related to
the issuance of stock options. Our 2005 stock option expense was $380.

Our legal and accounting costs aggregated $42,222 for the three months ended
September 30, 2005 as compared to $19,580 for the three months ended September
30, 2004, an increase of $22,642. During the 2004 period the Company received a
credit/reduction for legal fees incurred in prior periods resulting from an
error in prior billings. Year to date expenses for 2005 are less than during the
same period in the prior year.

Our sales and marketing costs aggregated $241,085 for the three months ended
September 30, 2005 as compared to $172,591 for the three months ended September
30, 2004, an increase of $68,494. Sales and marketing includes consulting and
marketing services associated with sales and marketing agreements and the
related value of options granted in connection with these agreements. The value
assigned to 2005 and 2004 stock options was $22,700 and $56,100, respectively,
which are non-cash expenses. Fees paid to outside consultants during the current
year include the cost of services of the NCG and its principal, Tom Nicolette.
That contract began in February 2005.

Our general and administrative costs aggregated $18,661 for the three months
ended September 30, 2005 as compared to $84,988 for the three months ended
September 30, 2004, a decrease of $66,327. Included in general and
administrative expenses is the value assigned to stock options during the three
months ended September 30, 2005 of $12,000 as compared to $51,100 during the
same period in the prior year, both of which are non cash expenses. General and
administrative expenses for the current period are not indicative of a
continuing level of expenses for the Company. The 2005 year to date expenses
should be considered more indicative of the Company's on going expense level for
this category.

Comparison of the Nine-Month Period Ended September 30, 2005 and September 30,
2004.

Since we 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 have been
generating increasing levels of royalty revenues over the last year, but the
level has been insufficient to cover our operating expenses. We believe that we
will continue to generate larger amounts of revenue in the future, however, such
growth will be dependent on our ability 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.

As a result of our limited operating history and financial resources, 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.

                                      -13-

<PAGE>

Results of Operations (continued)

For the nine months ended September 30, 2005, we had sales and royalty revenues
of $167,670, as compared to revenues of $91,923 for the nine months ending
September 30, 2004, an increase of $75,747. This results from additional casinos
adopting our laser technology coupled with the continued use by existing
casinos, as well as, a January 2005 license agreement for our technology in
Brazil. Most of the major casino's opened in the United States in 2005 used some
of our technology.

Our research and development costs, which also include the minimal cost of
products sold, aggregated $104,006 for the nine months ended September 30, 2005
as compared to $287,616 for the nine months ended September 30, 2004, a decrease
of $183,610. Last year expenses included a non-cash item of $190,800 related to
the issuance of stock options. Our 2005 stock option expense was $760. Excluding
the non-cash expense of stock options, the 2005 expenses were $6,430 higher than
for the prior year. This increase results principally from the cost of products
sold as a result of increased sales.

Our legal and accounting costs aggregated approximately $102,146 for the nine
months ended September 30, 2005 as compared to $127,041 for the nine months
ended September 30, 2004, a decrease of $24,895. Included in the expenses for
last year was the cost for preparation of a proxy for a special shareholders
meeting. We did not have these costs for the current year.

Our sales and marketing costs aggregated $639,588 for the nine months ended
September 30, 2005 as compared to $580,169 for the nine months ended September
30, 2004, an increase of $59,419. Sales and marketing includes consulting and
marketing services associated with sales and marketing agreements and the
related value of options granted in connection with these agreements. The value
assigned to 2005 and 2004 stock options was $219,400 and $231,200, respectively,
which are non-cash expenses. The balance of the increased costs for sales and
marketing relates to the fees paid to sales and marketing consultants and their
related travel expenses.


Our general and administrative costs aggregated $267,047, for the nine months
ended September 30, 2005 as compared to $286,307 for the nine months ended
September 30, 2004, a decrease of $19,260. Included in general and
administrative expenses is the value assigned to stock options during the nine
months ended September 30, 2005 and 2004 of $36,600 and $61,800, respectively,
which are non cash expenses. Increased costs for general and Director and
Officers insurance and depreciation and amortization were partially offset by
lower costs for communications and costs relating to being a public corporation.

Liquidity and Capital Resources

We decreased our cash balance by $599,731, from $676,593 at December 31, 2004 to
$76,862 at September 30, 2005. Working capital at September 30, 2005 was a
negative $39,372 as compared to $678,942 at December 31, 2004. The decrease in
working capital relates principally to the cash portion of our net loss for nine
months ended September 30, 2005, the cost of new patents, fixed asset purchases
and a reduction in receivables and prepaid expenses and an increase in current
liabilities, reduced by an increase in inventory.

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 during the balance of the current year.
We continue to evaluate and monitor our ongoing expenses. Our cash flow used in
operations for the nine months ended September 30, 2005 was $555,281, a
reduction of $223,895 from the same period last year. This reduction was
principally the result of a $108,788 increase in accounts payable and accrued
expenses. The Company has been conserving its limited cash resources to pay only
selected bills in order that it may keep operating.

                                      -14-

<PAGE>

Liquidity and Capital Resources (Continued)

The Company requires additional capital to continue its operations. We do not
have any committed sources of additional financing, and there can be no
assurance that additional funding 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. If adequate funds
are not available, our business, financial condition, and results of operations
will be materially and adversely affected.

In addition, 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 market developments, and the building of strategic
alliances for the development and marketing of our products. In the event our
plans change or 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 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.

Our actual research and development and related activities may vary
significantly from current plans depending on numerous factors, including the
availability of capital, 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 and the status of competitive
products. We cannot project our expenditures over the balance of the current
year and 2006 until our capital requirements are resolved.

Subject to resolving our capital requirements satisfactorily, we have plans to
increase the number of employees and/or independent contractors we employ at
this time contingent upon our ability to have sufficient funds to achieve our
goals. We intend to license or use third parties to manufacture all of our
products, and do not believe that we will be making any significant plant or
equipment purchases during the coming year.

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

We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that would be material to investors.

                                      -15-

<PAGE>

                          LASERLOCK TECHNOLOGIES, INC.


ITEM 3.  CONTROLS AND PROCEDURES

(a)      Evaluation of Disclosure Controls and Procedures

         Our Chief Executive Officer and principal financial officer evaluated
the effectiveness of the Company's disclosure controls and procedures as of the
end of the period covered by this report. Based on that evaluation, the Chief
Executive Officer and principal financial officer concluded that our disclosure
controls and procedures as of the end of the period covered by this report are
functioning effectively to provide reasonable assurance that the information
required to be disclosed by the Company in reports filed under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission's rules and
forms. A controls system, no matter how well designed and operated, cannot
provide absolute assurance that the objectives of the controls system are met,
and no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within a company have been detected. We
note that the same person serves as both the Chief Executive Officer and
principal financial officer.

(b)      Change in Internal Control over Financial Reporting

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



















                                      -16-

<PAGE>

                          LASERLOCK TECHNOLOGIES, INC.
                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

There are no pending legal proceedings to which the Company or any of its
subsidiaries is a party or to which any of their properties is the subject that
are expected to have a material effect on our financial position, results of
operations or cash flows.


Item 6. Exhibits and Reports on Form 8-K

(A)     Exhibits

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

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

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

(B) Reports on Form 8-K

The Company did not file any Current Reports on Form 8-K during the period
covered by this report.



                                   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.

                                          LaserLockTechnologies,Inc.
                                          ---------------------------
                                          (Registrant)



Date: November 14, 2005                   By:  /s/ Norman Gardner
                                               ---------------------------------
                                                   Norman Gardner
                                                   President and CEO



                                      -17-