U. S. Securities and Exchange Commission
                            Washington, D. C.  20549

                                   FORM 10-QSB


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

        For  the  quarterly  period  ended  March 31,  2002

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

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


                           Commission File No. 0-31927


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

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


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


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


     Check  whether  the  issuer  (1)  filed all reports required to be filed by
Section  13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter  period  that the registrant was required to file such reports), and (2)
has  been  subject  to  such  filing  requirements  for  the  past  90  days.

                          Yes    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 March 31, 2002
 -----                                 ----------------------------

Common  Stock,  no  par  value                  18,178,492

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

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


                          LASERLOCK TECHNOLOGIES, INC.


                                TABLE OF CONTENTS
                                   FORM 10-QSB


                                     PART I
                              FINANCIAL INFORMATION



Item  1.          Consolidated Financial Statement, Unaudited



                  Unaudited    Consolidated Balance  Sheet
                    at  March 31, 2002

                  Unaudited   Consolidated Statement  of  Operations
                    for  the  three  months  ended
                        March 31, 2001  and  2002

                  Unaudited    Consolidated Statement  of  Stockholders Equity
                   for  the three  months  ended    March 31, 2002

                  Unaudited   Consolidated Statement  of  Cash  Flow  for  the
                    three  months  ended      March 31, 2001  and  2002


                  Notes to Unaudited Consolidated Financial Statements




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


                                     PART II
                                OTHER INFORMATION

Item  1.           Legal Proceedings

Item  2.           Changes  in  Securities  and  Use  of  Proceeds

Item  6.           Exhibits  and  Reports  on  Form  8-K

Signatures

Exhibits

<PAGE>
                         PART I - FINANCIAL INFORMATION



Item 1. Consolidated Financial Statements



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

                                                                                     March 31,         December 31,
                                                                                        2002               2001
                                                                                   ---------------    ----------------
                                                                                    (Unaudited)

                                      ASSETS
CURRENT ASSETS
<S>                                                                                   <C>                <C>
  Cash and cash equivalents                                                             $ 379,735           $ 268,984
  Receivables                                                                               4,717               5,593
  Note receivable                                                                          25,000              15,000
  Prepaid expenses                                                                         23,338              26,250
                                                                                   ---------------    ----------------

         Total current assets                                                             432,790             315,827
                                                                                   ---------------    ----------------

OTHER ASSETS
  Intangible assets, net of accumulated amortization of $93,138 as
     of March 31, 2002 and $13,305 as of December 31, 2001                                664,861             744,694
                                                                                   ---------------    ----------------

          Total assets                                                                 $1,097,651         $ 1,060,521
                                                                                   ===============    ================

                       LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES
  Accounts payable and accrued expenses                                                   $ 7,652            $ 19,312
  Deferred Revenue                                                                        $ 1,042              21,042
                                                                                   ---------------    ----------------


         Total current liabilities                                                        $ 8,694              40,354
                                                                                   ---------------    ----------------


STOCKHOLDERS' EQUITY
  Preferred stock, $.001 par value; 10,000,000 shares authorized,
   no shares issued and outstanding
  Common stock, $.001 par value; 40,000,000 shares authorized,
   18,178,492 shares at March 31, 2002 and 16,957,867 shares at
   December 31, 2001 issued and outstanding                                                18,178              16,958
  Additional paid-in capital                                                            2,903,929           2,477,450
  Deficit accumulated during the development stage                                     (1,833,150)         (1,474,241)
                                                                                   ---------------    ----------------

          Total stockholders' equity                                                    1,088,957           1,020,167
                                                                                   ---------------    ----------------

          Total liabilities and stockholders' equity                                   $1,097,651         $ 1,060,521
                                                                                   ===============    ================

</TABLE>




           See accompanying notes to consolidated financial statements


<PAGE>
                         LASERLOCK TECHNOLOGIES, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
    AND THE PERIOD NOVEMBER 10, 1999 (DATE OF INCEPTION) TO MARCH 31, 2002


<TABLE>
<CAPTION>
                                                                      Cumulative
                                                                         Since
                                                                       Inception             2002               2001
                                                                    ----------------    ----------------   ----------------

REVENUES
<S>                                                                      <C>                 <C>               <C>
  Sales                                                                    $ 16,070             $ 9,475                $ -
  Royalties                                                                $ 71,458              66,250
                                                                    ----------------    ----------------   ----------------

         Total revenues                                                      87,528              75,725                  -
                                                                    ----------------    ----------------   ----------------

COSTS AND EXPENSES
  Research and development                                                  266,457              32,327             35,808
  Patent                                                                     55,060               4,071                  -
  Legal and accounting                                                      216,938              33,158             13,000
  Sales and marketing                                                       956,181             187,184             74,133
  General and administrative                                                775,231             178,651            332,549
                                                                    ----------------    ----------------   ----------------

          Total costs and expenses                                        2,269,867             435,391            455,490
                                                                    ----------------    ----------------   ----------------

LOSS BEFORE OTHER INCOME                                                 (2,182,339)           (359,666)          (455,490)

OTHER INCOME
  Interest income                                                            45,189                 757              9,051
                                                                    ----------------    ----------------   ----------------

LOSS BEFORE INCOME TAX BENEFIT                                           (2,137,150)           (358,909)          (446,439)

INCOME TAX BENEFIT                                                        $ 310,000                   -                  -
                                                                    ----------------    ----------------   ----------------

NET LOSS                                                                $(1,827,150)         $ (358,909)        $ (446,439)
                                                                    ================    ================   ================

BASIC AND DILUTED WEIGHTED AVERAGE
 COMMON SHARES OUTSTANDING                                                                   17,111,926         13,289,999
                                                                                        ================   ================

BASIC AND DILUTED NET LOSS
 PER COMMON SHARE                                                                               $ (0.02)           $ (0.03)
                                                                                        ================   ================

</table>

           See accompanying notes to consolidated financial statements


<PAGE>
                          LASERLOCK TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
     FOR THE PERIOD NOVEMBER 10, 1999 (DATE OF INCEPTION) TO MARCH 31, 2002




<TABLE>
<CAPTION>
                                                                                                           Deficit
                                                       Common Stock                                       Accumulated
                                                    --------------------                  Additional      during the
                                                     Number                Consulting      Paid-in       Development
                                                    of Shares     Amount      Fees         Capital          Stage          Total
                                                  ----------    ---------   --------     ----------      -----------     ---------
<S>                                               <C>            <C>         <C>           <C>            <C>            <C>
Issuance of 4,278,000 shares on November 10, 1999 4,278,000      $ 4,278     $    -       $ 16,595          $      -     $ 20,873


Issuance of 1,232,000 shares of common stock
 in exchange for services                         1,232,000        1,232          -         35,728                 -       36,900

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

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

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

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

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

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

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

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

Amortization of deferred consulting fees                  -            -     20,117              -                 -       20,117

Net loss                                                  -            -          -              -         (367,829)     (367,829)
                                                  ----------    ---------   --------     ----------      -----------     ---------

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

</TABLE>


           See accompanying notes to consolidated financial statements


<PAGE>
                         LASERLOCK TECHNOLOGIES, INC.
                         (A DEVELOPMENT STAGE COMPANY)
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
    FOR THE PERIOD NOVEMBER 10, 1999 (DATE OF INCEPTION) TO MARCH 31, 2002


<TABLE>
<CAPTION>


                                                                                                         Deficit
                                                       Common Stock                                    Accumulated
                                                    ----------------------                 Additional  during the
                                                     Number                   Consulting     Paid-in   Development
                                                    of Shares        Amount      Fees        Capital      Stage          Total
                                                   -------------    --------   ---------   -----------   -----------   ----------
<S>                                                <C>              <C>        <C>         <C>            <C>          <C>
Balance, December 31, 2000                            13,289,999      13,290    (20,683)    1,094,868      (421,942)     665,533


Issuance of 217,500 shares of common stock               217,500         218          -        77,723             -       77,941
Issuance of 2,000,000 shares of common stock and
 2,000,000 stock options for purchase of intangibles   2,000,000       2,000          -       736,000             -      738,000
Issuance of 1,500,000 stock options                            -           -          -        15,000             -       15,000
Exercise of 1,450,368 options                          1,450,368       1,450          -       230,609             -      232,059
Fair value of non-employee stock options                       -           -          -       323,250             -      323,250
Amortization of deferred consulting fees                       -           -     20,683             -             -       20,683
Net loss                                                       -           -          -             -   (1,052,299)  (1,052,299)
                                                   -------------    --------   ---------   -----------   -----------   ----------
Balance, December 31, 2001                            16,957,867      16,958          -     2,477,450   (1,474,241)    1,020,167


Issuance of 1,220,625 shares of common stock           1,220,625       1,220                  389,379                    390,599
Fair value of non-employee stock options                                                       37,100                     37,100
Net loss for three months ended March 31, 2002                                                            (358,909)    (358,909)
                                                   -------------    --------   ---------   -----------   -----------   ----------


Balance, March 31, 2002 (unaudited)                   18,178,492      18,178          -     2,903,929   (1,833,150)    1,088,957
                                                   =============    ========   =========   ===========   ===========   ==========



</TABLE>

           See accompanying notes to consolidated financial statements


<PAGE>
                          LASERLOCK TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
     AND THE PERIOD NOVEMBER 10, 1999 (DATE OF INCEPTION) TO MARCH 31, 2002

<TABLE>
<CAPTION>
                                                                      Cumulative
                                                                         Since
                                                                       Inception             2002               2001
                                                                    ----------------    ----------------   ----------------


CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                    <C>                  <C>                 <C>
  Net loss                                                              $(1,833,150)         $ (358,909)        $ (446,439)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
    Non-cash items included in net loss:
      Fair value of options issued in exchange for service                  410,700              37,100            300,000
      Amortization                                                           93,138              79,833
      Stock issued in exchange for services                                  36,960
      Amortization of deferred consulting fees                               40,800                                 10,483
    Changes in assets and liabilities:
      (Increase) decrease in interest receivable                             (4,717)                876              1,956
      (Increase) decrease in prepaid expenses                               (23,338)              2,912
      (Decrease) increase in accounts payable                                 7,653             (11,660)             1,098
      Decrease in deferred revenue                                            1,042             (20,000)
                                                                    ----------------    ----------------   ----------------

          Net cash used in operating activities                          (1,270,912)           (269,848)          (132,902)
                                                                    ----------------    ----------------   ----------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of intangibles                                                  (20,000)
  Increase in note receivable                                               (25,000)            (10,000)
                                                                    ----------------    ----------------   ----------------

          Net cash used in investing activities                             (45,000)            (10,000)                 -
                                                                    ----------------    ----------------   ----------------


CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of stock options                                    15,000                                 15,000
  Proceeds from issuance of common stock                                  1,478,613             390,599
  Proceeds from exercise of stock options                                   232,059
  Stock issuance costs                                                      (30,025)
                                                                    ----------------    ----------------   ----------------


          Net cash provided by financing activities                       1,695,647             390,599             15,000
                                                                    ----------------    ----------------   ----------------



          Net increase (decrease) in cash                                   379,735             110,751           (117,902)

CASH, BEGINNING                                                                                 268,984            656,803
                                                                    ----------------    ----------------   ----------------

CASH, ENDING                                                              $ 379,735           $ 379,735          $ 538,901
                                                                    ================    ================   ================

SUPPLEMENTAL DISCLOSURE OF NON-CASH
 FINANCING ACTIVITIES
  Common stock issued for services                                         $ 77,760
                                                                    ================
  Common stock and stock options issued for purchase
    on intangibles                                                        $ 738,000
                                                                    ================


</TABLE>


           See accompanying notes to consolidated financial statements


<PAGE>

                          LASERLOCK TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             MARCH 31, 2002 AND 2001


NOTE 1   BASIS OF PRESENTATIONS


          The accompanying unaudited consolidated financial statements have been
          prepared in accordance with generally accepted  accounting  principles
          for interim  financial  information and with the instructions for Form
          10-Q  and  Article  10 of  Regulation  S-X.  Accordingly,  they do not
          include all of the  information  and  footnotes  required by generally
          accepted accounting principles for complete financial  statements.  In
          the  opinion of  management,  all  adjustments  (consisting  of normal
          recurring accruals)  considered necessary for a fair presentation have
          been included.  Operating results for the three months ended March 31,
          2002  are  not  necessarily  indicative  of the  results  that  may be
          expected  for  the  year  ended   December  31,  2002.  The  unaudited
          consolidated  financial  statements should be read in conjunction with
          the consolidated  financial  statements and footnotes thereto included
          in the  Company's  annual  report  on Form  10-K  for the  year  ended
          December 31, 2001.



NOTE 2   REALIZATION OF ASSETS


          The accompanying  consolidated 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  consolidated  financial
          statements do not include any  adjustments  that might result from the
          outcome of this uncertainty


NOTE 3   STOCK OPTIONS


          In March 2002,  the Company issued 265,000 stock options to members of
          its Board of Advisors.  Each option provides the right to purchase one
          share of common stock at $.40 per share;  immediate vesting of options
          and expiration of options in March,  2007. In accordance with the fair
          value method as described in the accounting  requirements  of SFAS No.
          123,  the Company  recognized  an expense of $37,100  during the first
          quarter of 2002.


NOTE 4   INCOME TAXES

          The Company has  $1,346,000  in Federal and State net  operating  loss
          carryovers, which can be used to offset future taxable income. The net
          operating loss carryforwards expire in the year 2031.

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




                                                March 31,       December 31,
                                                  2002             2002
                                                ------------    -------------

       Deferred tax asset for NOL carryforwards   $552,000      $   452,000

       Deferred tax liability for intangibles     (273,000)        (305,000)
       Valuation allowance                        (279,000)        (147,000)
                                                ------------    -------------
                                               $         -      $         -
                                                ============    =============
<PAGE>



                          LASERLOCK TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2002 AND 2001

NOTE 5   ISSUANCE OF COMMON STOCK


     The Company  sold  1,220,625  shares of its common stock during the period.
     The total  proceeds  received  during the three months ended March 31, 2002
     were $390,599.



<PAGE>


Item 2. Management Discussion and Analysis of Plan of Operation

Three Months Ending March 31, 2002 Compared
to the Three Months Ending March 31, 2001

The Company  had sales of $9,475 and  royalties  of $66,250 for the  three-month
period  ending  March  31,  2002 and no sales or  revenues  for the  three-month
periods ending March 31, 2001. This includes the Company's  recording of revenue
of $60,000 in the period ending March 31, 2002 from an evaluation project for an
anti-diversion  customer  which has been  completed.  The Company has started to
make sales  under  certain  contracts  in the gaming,  anti-counterfeiting,  and
anti-diversion  industries,  and we are negotiating  several others which should
continue to increase our sales and royalties. We have been granted one patent in
the United States and have applied for two additional patents for our technology
for technologies which may be used as part of an anti-counterfeiting  protection
process.  We believe that our laser and ink  combination  products are ready for
commercial production and we have been soliciting orders for our products.

The Company's  net loss  decreased 20% from $446,439 for the three months ending
March 31, 2001 to $358,909  for the three  months  ending  March 31,  2002.  The
decrease was primarily caused by a decrease in general and administrative  costs
which totaled  $178,651 in the three months ending March 31, 2002, as opposed to
$332,549 in the three months  ending March 31, 2001,  which  together with sales
and  royalties  which  were  previously  non-existent,  more  than  off-set  our
increased  costs in sales and  marketing  which  rose to  $187,184  in the three
months  ending March 31, 2002,  as opposed to $74,133 in the Three Months Ending
March 31, 2001.  The increase in these  expenses was the result of the Company's
marketing  expenses  and  active  solicitation  of orders for our  products  and
participation  in gaming  industry  trade  shows.  The  decreases in general and
administrative   costs   reflects  our  succesful   completion  of  the  initial
development of an  administrative  infrastructure  to handle sales when they are
consummated.  The  remaining  significant  increase in net loss was resultant of
increased  legal and  accounting  expenses to $33,158 in the three months ending
March 31, 2002, as opposed to $13,000 in the three months ending March 31, 2001,
to account for our continuing active patent activities and professional services
to comply with certain governmental regulations.

Other income for the Three-month period totaled $757. This income was interest
received on the Company's cash reserves.

Liquidity and Capital Resources

During  the  first  three  months  of  2002,  the  Company  was able to meet its
financial needs by continuing to utilize its cash reserves,  and by replenishing
its cash  reserves  via funds  raised  through  sales of its common  stock.  The
Company's  cash reserves  increased from $268,984 at the beginning of the period
to $379,735 at the end of the period,  as opposed to a decrease from $656,803 to
$538,901  for the same period in 2001.  This  increase is  accounted  for by the
Company's  sale of 1,220,625  shares of it's common stock during the period at a
price of $0.32 per share for a total of $390,599.

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




<PAGE>


                           PART II - OTHER INFORMATION

Item  1.  Legal Proceedings

     None.


Item  2.  Changes  in  Securities  and  Use  of  Proceeds

     None.
<PAGE>



Item 6. Exhibits  and  Reports  on  Form  8-K

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

None

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

None


SIGNATURES

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

                                          LaserLock Technologies, Inc.
                                          (Registrant)



Dated:   May 13,  2002              By: /s/
                                          ---------------------------
                                          Norman Gardner
                                          President  and  CEO



<PAGE>