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 June 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 June 30, 2005
     --------------------------                    ----------------------------

     Common Stock, no par value                             60,590,506
                                                            ----------

Transitional Small Business Disclosure Form (check one):

                  Yes   |X|                        No     |_|

<PAGE>

                          LASERLOCK TECHNOLOGIES, INC.

                                TABLE OF CONTENTS
                                   FORM 10-QSB

                                     PART I
                              FINANCIAL INFORMATION


<TABLE>
<CAPTION>
<S>     <C>                                                                    <C>
Item 1. Consolidated Financial Statements

        Consolidated Balance Sheets
        at June 30, 2005 and December 31, 2004                                    1

        Unaudited Consolidated Statements of Operations for the
        three and six months ended June 30, 2005 and 2004                         2

        Unaudited Consolidated Statements of Changes in Stockholders' Equity
        for the six months ended June 30, 2005                                  3 - 4

        Unaudited Consolidated Statements of Cash Flows
        for the six months ended June 30, 2005 and 2004                         5 - 6

        Notes to Unaudited Consolidated Financial Statements                    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
                       JUNE 30, 2005 AND DECEMBER 31, 2004

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

Current Assets
Cash and cash equivalents                             $    214,832    $    676,593
Receivables                                                 31,794          27,942
Inventory                                                   52,065          20,423
Prepaid expenses                                             6,766           9,812
                                                      ------------    ------------

Total Current Assets                                       305,457         734,770
                                                      ------------    ------------

Property and Equipment
Capital equipment                                           32,604          29,381
Less accumulated depreciation                               10,585           7,965
                                                      ------------    ------------
                                                            22,019          21,416
                                                      ------------    ------------

Patent costs, net of accumulated amortization of
$11,773 as of June 30, 2005 and $8,366 as of
December 31, 2004                                          104,064          80,297
                                                      ------------    ------------

TOTAL ASSETS                                          $    431,540    $    836,483
                                                      ============    ============


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable and accrued expenses                 $     81,701    $     43,328
Deferred revenue                                             5,000          12,500
                                                      ------------    ------------

Total Current Liabilities                                   86,701          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
June 30, 2005 and December 31, 2004                         60,590          60,590
Additional paid-in capital                               6,125,365       5,903,685
Deficit accumulated during the development stage        (5,841,116)     (5,183,620)
                                                      ------------    ------------
                                                           344,839         780,655
                                                      ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY            $    431,540    $    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 SIX MONTHS ENDED JUNE 30, 2005 AND 2004
      AND THE PERIOD NOVEMBER 10, 1999 (DATE OF INCEPTION) TO JUNE 30, 2005
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                     Three Months    Three Months     Six Months      Six Months
                                      Cumulative        Ended           Ended           Ended           Ended
                                        Since          June 30,        June 30,        June 30,        June 30,
                                       Inception         2005            2004            2005            2004
                                     ------------    ------------    ------------    ------------    ------------
<S>                                  <C>             <C>             <C>             <C>             <C>
REVENUES
Sales                                $    160,888    $     13,823    $      6,335    $     36,518    $     20,795
Royalties                                 268,095          43,041          10,648          84,055          26,069
                                     ------------    ------------    ------------    ------------    ------------
Total revenues                            428,983          56,864          16,983         120,573          46,864
                                     ------------    ------------    ------------    ------------    ------------

COSTS AND EXPENSES
Research and development                  855,943          14,077         105,514          75,473         197,045
Patent costs                               50,989              --              --              --              --
Legal and accounting                      633,670          40,142          14,762          59,924         107,461
Sales and marketing                     2,950,214         221,167         155,261         398,503         407,578
General and administrative              1,977,529         166,938         118,958         248,386         179,869
                                     ------------    ------------    ------------    ------------    ------------
Total costs and expenses                6,468,345         442,324         394,495         782,286         891,953
                                     ------------    ------------    ------------    ------------    ------------

LOSS BEFORE OTHER INCOME               (6,039,362)       (385,460)       (377,512)       (661,713)       (845,089)

OTHER INCOME (EXPENSE)
Interest income                            57,794           1,789             673           4,217           1,377
Interest expense                          (29,270)             --              --              --              --
Gain on disposition of assets               4,722              --              --              --              --
                                     ------------    ------------    ------------    ------------    ------------

LOSS BEFORE INCOME TAX BENEFIT         (6,006,116)       (383,671)       (376,839)       (657,496)       (843,712)

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

NET LOSS                             $ (5,841,116)   $   (383,671)   $   (376,839)   $   (657,496)   $   (843,712)
                                     ============    ============    ============    ============    ============

BASIC AND DILUTED WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING                              60,590,506      50,462,814      60,590,506      46,226,660
                                                     ============    ============    ============    ============

BASIC AND DILUTED NET LOSS PER
COMMON SHARE                                         $      (0.01)   $      (0.01)   $      (0.01)   $      (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 JUNE 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>
<PAGE>
<TABLE>
<CAPTION>
                                                                                                    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 JUNE 30, 2005

<TABLE>
<CAPTION>
                                                        Common Stock                                           Accumulated
                                                  ---------------------------                   Additional     During the
                                                   Number of                    Consulting       Paid-In       Development
                                                     Shares         Amount         Fees          Capital           Stage
                                                  ------------   ------------   ------------   ------------    ------------
<S>                                               <C>            <C>            <C>            <C>             <C>
Issuance of shares of common stock                  22,512,764         22,512             --      1,387,109              --
Fair value of non-employee stock options                    --             --             --        213,300              --
Issuance of shares of common stock for services        143,000            143             --         23,857              --
Stock issuance costs                                        --             --             --        (49,735)             --
Net loss                                                    --             --             --             --      (1,107,120)
                                                  ------------   ------------   ------------   ------------    ------------

Balance, December 31, 2003                          41,990,506         41,990             --      4,495,204      (3,777,114)


Stock issuance costs                                        --             --             --        (25,000)             --
Fair value of non-employee stock options                    --             --             --        493,600              --
Issuance of shares of common stock                  18,600,000         18,600             --        939,881              --
Net loss                                                    --             --             --             --      (1,406,506)
                                                  ------------   ------------   ------------   ------------    ------------

Balance December 31, 2004 (AUDITED)                 60,590,506         60,590             --      5,903,685      (5,183,620)

                                                                                               ------------    ------------
Fair value of non-employee stock options                    --             --             --        221,680              --
Net loss for the six months ended June 30, 2005             --             --             --             --        (657,496)
                                                  ------------   ------------   ------------   ------------    ------------

Balance June 30, 2005 (UNAUDITED)                   60,590,506   $     60,590   $         --   $  6,125,365    $ (5,841,116)
                                                  ============   ============   ============   ============    ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>



                                                       Total
                                                   ------------
<S>                                                <C>
Issuance of shares of common stock                    1,409,621
Fair value of non-employee stock options                213,300
Issuance of shares of common stock for services          24,000
Stock issuance costs                                    (49,735)
Net loss                                             (1,107,120)
                                                   ------------

Balance, December 31, 2003                              760,080


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

Balance December 31, 2004 (AUDITED)                     780,655

                                                   ------------
Fair value of non-employee stock options                221,680
Net loss for the six months ended June 30, 2005        (657,496)
                                                   ------------

Balance June 30, 2005 (UNAUDITED)                  $    344,839
                                                   ============
</TABLE>



          See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                         Six Months       Six Months
                                                         Cumulative        Ended            Ended
                                                           Since          June 30,         June 30,
                                                         Inception          2005            2004
                                                        ------------    ------------    ------------
<S>                                                     <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                $ (5,841,116)   $   (657,496)   $   (843,712)
Adjustments to reconcile net loss to net cash
used in operating activities
Fair value of options issued in exchange for services      1,396,180         221,680         356,400
Amortization and depreciation                                427,489           6,027           3,070
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                                                  (31,794)         (3,852)         (5,302)
Inventory                                                    (52,065)        (31,642)        (37,803)
Prepaid expenses                                              (6,766)          3,046          (1,018)
Increase (decrease) in liabilities
Accounts payable and accrued expenses                         81,702          38,373           6,555
Deferred revenue                                               5,000          (7,500)         (7,500)
                                                        ------------    ------------    ------------

Net cash used in operating activities                     (3,904,062)       (431,364)       (529,310)
                                                        ------------    ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment                           (35,752)         (3,223)         (8,682)
Purchase of intangibles                                      (20,000)             --              --
Purchase/capitalization of patent costs                     (115,837)        (27,174)         (9,325)
Proceeds from sale of assets                                   6,737              --              --
                                                        ------------    ------------    ------------

Net cash used in investing activities                       (164,852)        (30,397)        (18,007)
                                                        ------------    ------------    ------------

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                                             214,832        (461,761)        386,164

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

CASH AND CASH EQUIVALENTS -
END OF PERIOD                                           $    214,832    $    214,832    $  1,196,428
                                                        ============    ============    ============
</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 SIX MONTHS ENDED JUNE 30, 2005 AND 2004
      AND THE PERIOD NOVEMBER 10, 1999 (DATE OF INCEPTION) TO JUNE 30, 2005
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                 Six Months     Six Months
                                                 Cumulative        Ended           Ended
                                                   Since          June 30,       June 30,
                                                 Inception          2005           2004
                                                ------------    ------------   ------------
<S>                                             <C>             <C>            <C>
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:
Return of shares of common stock related to
purchase price adjustment
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.
                   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 six months ended June
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.
                   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 six months ending June 30, 2005, additional capitalized patent costs
incurred amounted to $27,174. Amortization expense for patents was $2,039 and
$3,407 for the three months and six months ended June 30, 2005, and was $1,107
and $1,941 for the three months and six months ended June 30, 2004.


NOTE 4 - INCOME TAXES

There is no income tax benefit for the losses for the three months and six
months ended June 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 $114,200 and $134,200 for the three months and
six ended June 30, 2005, and $118,700 and $313,000 for the three and six months
ended June 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
$66,800 for the three months and six months ended June 30, 2005, and $33,400 for
the three months and six months ended June 30, 2004.


                                       8
<PAGE>

                          LASERLOCK TECHNOLOGIES, INC.
                   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 $1,600 and $3,200 for the three months and six months
ended June 30, 2005, and $-0- for the three months and six months ended June 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 $17,480 for the three months and
six months ended June 30, 2005, and $-0- for the three months and six months
ended June 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.

<TABLE>
<CAPTION>
                                               Three Months Ended June 30,              Six Months Ended June 30,
                                              ----------------------------------     -------------------------------
                                                  2005                2004               2005             2004
                                              --------------      --------------     -------------    --------------
      <S>                    <C>              <C>                 <C>                <C>              <C>
      Net loss               As reported          $(383,671)         $ (376,839)       $ (657,496)       $ (843,712)
                             Pro forma            $(434,171)         $ (410,239)       $ (746,196)       $ (877,112)

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


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 months
ended March 31, 2005. 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 six months ended June
30, 2005 and 2004.


                                       9
<PAGE>

                          LASERLOCK TECHNOLOGIES, INC.
                   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 $2,515 and $5,357 for the three months and
six months ended June 30, 2005, and $2,054 and $3,404 for the three months and
six months ended June 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 six month period ended
June 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.

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. Although no
advertising sales have been consummated, 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. Ambient and the Company are also currently exploring the
potential of selling advertising on lottery tickets.


                                       11
<PAGE>

Overview (Continued)

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.

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 fully 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 June 30, 2005 and June 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 believe that we
will start generating larger amounts of revenue in the future due to our
attempts to cultivate business relationships over the past year.

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 June 30, 2005, we had sales and royalty revenues of
$56,864, as compared to revenues of $16,983 for the three months ending June 30,
2004, resulting from additional casinos adopting our laser technology coupled
with the continued use by existing casinos. 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 $14,077 for the three months ended June 30, 2005 as
compared to $105,514 for the three months ended June 30, 2004, a decrease of
$91,437. Last year expenses included a non-cash item of $85,300 related to the
issuance of stock options. Our 2005 stock option expense was $380.

Our legal and accounting costs aggregated $40,142 for the three months ended
June 30, 2005 as compared to $14,762 for the three months ended June 30, 2004,


                                       12
<PAGE>

an increase of $25,380. During the current three months both accounting and
legal fees were higher than during the same period in the prior year. Year to
date expenses are less than during the same period in the prior year.


Results of Operations (continued)

Our sales and marketing costs aggregated $221,167 for the three months ended
June 30, 2005 as compared to $155,261 for the three months ended June 30, 2004,
an increase of $65,906.

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 $154,000 and $56,100, respectively, which are non-cash expenses.
Fees paid to outside consultants were reduced during the current year as a
result of consolidating some sales and marketing services with NCG and its
principal, Tom Nicolette.

Our general and administrative costs aggregated $166,938 for the three months
ended June 30, 2005 as compared to $118,958 for the three months ended June 30,
2004, an increase of $47,980. Included in general and administrative expenses is
the value assigned to stock options during the three months ended June 30, 2005
of $12,300 as compared to $10,700 during the same period in the prior year, both
of which are non cash expenses. Generally, cash expenses in most categories were
higher in the current year as compared to last year.


Comparison of the Six Month Period Ended June 30, 2005 and June 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 believe that we
will start generating larger amounts of revenue in the future due to our
attempts to cultivate business relationships over the past year.

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 six months ended June 30, 2005, we had sales and royalty revenues of
$120,573, as compared to revenues of $46,864 for the six months ending June 30,
2004, resulting from additional casinos adopting our laser technology coupled
with the continued use by existing casinos. 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 $75,473 for the six months ended June 30, 2005 as
compared to $197,045 for the six months ended June 30, 2004, a decrease of
$121,572. Last year expenses included a non-cash item of $170,600 related to the
issuance of stock options. Our 2005 stock option expense was $380. For the six
months ended June 30, 2005 the cost of products sold were higher as a result of
the increased sales, accounting for substantially all of the remaining increase
in this category.

Our legal and accounting costs aggregated approximately $59,924 for the six
months ended June 30, 2005 as compared to $107,461 for the six months ended June
30, 2004, a decrease of $47,537. 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 $398,503 for the six months ended June
30, 2005 as compared to $407,578 for the six months ended June 30, 2004, a
decrease of $9,075.

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 $196,700 and $175,100, respectively, which are non-cash expenses.
Fees paid to outside consultants were reduced during the current year as a
result of consolidating some sales and marketing services with the hiring of NCG
and its principal, Tom Nicolette.


                                       13
<PAGE>

Results of Operations (continued)

Our general and administrative costs aggregated $248,386 for the six months
ended June 30, 2005 as compared to $179,869 for the six months ended June 30,
2004, an increase of $68,517. Included in general and administrative expenses is
the value assigned to stock options during the six months ended June 30, 2005
and 2004 of $24,600 and $10,700, respectively, which are non cash expenses.
Generally during the current year increased expenses were incurred in most
categories and increased fees were paid to consultants.


Liquidity and Capital Resources

We decreased our cash balance by $461,761, from $676,593 at December 31, 2004 to
$214,832 at June 30, 2005. Working capital at June 30, 2005 was $218,756, a
decrease of $460,186 from December 31, 2004. The decrease in working capital
relates principally to the cash portion of our net loss for six months ended
June 30, 2005, the cost of new patents, fixed asset purchases and a reduction in
prepaid expenses and an increase in current liabilities, reduced by increases in
receivables and 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 six months ended June 30, 2005 was $431,364, a reduction of
$97,946 from the same period last year.

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
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 expect to expend
between $150,000 and $300,000 in cash on our research and development program
for fiscal 2005. Our research and development plans over the next year 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.

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.


                                       14
<PAGE>

Liquidity and Capital Resources (continued)

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.

                                                LaserLock Technologies, Inc.
                                                ----------------------------
                                                (Registrant)



Date: August 12, 2005                       By: /s/Norman Gardner
                                                -----------------
                                                Norman Gardner
                                                President and CEO


                                       17