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 March 31, 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 Buiness as Specified in Its Charter)

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

                      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

                  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, 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 Sheet
        at March 31, 2005 and December 31, 2004                           1

        Unaudited Consolidated Statement of Operations for the
        three months ended March 31, 2005 and 2004                        2

        Unaudited Consolidated Statement of Changes in Stockholders'
        Equity for the three months ended March 31, 2005                3 - 4

        Unaudited Consolidated Statements of Cash Flows
        for the three months ended March 31, 2005 and 2004              5 - 6

        Notes to Unaudited Consolidated Financial Statements            7 - 9


Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operation                                       10 - 13


Item 3. Controls and Procedures                                           14



                                     PART II
                                OTHER INFORMATION


Item 1. Legal Proceedings                                                 15

Item 6. Exhibits and Reports on Form 8-K                               16 - 17
</TABLE>

<PAGE>

                          LASERLOCK TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS

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

Current Assets
Cash and cash equivalents                                                         $    409,197    $    676,593
Receivables                                                                             36,295          27,943
Inventory                                                                               40,765          20,423
Prepaid expenses                                                                         8,288           9,811
                                                                                  ------------    ------------

Total Current Assets                                                                   494,545         734,770
                                                                                  ------------    ------------

Property and Equipment
Capital equipment                                                                       32,604          29,381
Less accumulated depreciation                                                            9,275           7,965
                                                                                  ------------    ------------
                                                                                        23,329          21,416
                                                                                  ------------    ------------

Patent costs, net of accumulated amortization of
$9,734 as of March 31, 2005 and $8,366 as of
December 31, 2004                                                                       87,649          80,297
                                                                                  ------------    ------------

TOTAL ASSETS                                                                      $    605,523    $    836,483
                                                                                  ============    ============


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable and accrued expenses                                             $     34,943    $     43,328
Deferred revenue                                                                         8,750          12,500
                                                                                  ------------    ------------

Total Current Liabilities                                                               43,693          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 March 31, 2005 and
December 31, 2004                                                                       60,590          60,590
Additional paid-in capital                                                           5,958,685       5,903,685
Deficit accumulated during the development stage                                    (5,457,445)     (5,183,620)
                                                                                  ------------    ------------
                                                                                       561,830         780,655
                                                                                  ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                        $    605,523    $    836,483
                                                                                  ============    ============

</TABLE>

          See accompanying notes to consolidated financial statements.


                                       1
<PAGE>

                          LASERLOCK TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENT OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
     AND THE PERIOD NOVEMBER 10, 1999 (DATE OF INCEPTION) TO MARCH 31, 2005
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                     Three Months    Three Months
                                      Cumulative        Ended          Ended
                                        Since          March 31,      March 31,
                                      Inception          2005            2004
                                     ------------    ------------    ------------
<S>                                  <C>             <C>             <C>
REVENUES
Sales                                $    147,065    $     22,695    $     14,460
Royalties                                 225,054          41,014          15,421
                                     ------------    ------------    ------------
Total revenues                            372,119          63,709          29,881
                                     ------------    ------------    ------------

COSTS AND EXPENSES
Research and development                  841,866          61,396          91,531
Patent costs                               50,989              --              --
Legal and accounting                      593,528          19,782          92,699
Sales and marketing                     2,729,047         177,336         252,317
General and administrative              1,810,591          81,448          60,911
                                     ------------    ------------    ------------
Total costs and expenses                6,026,021         339,962         497,458
                                     ------------    ------------    ------------

LOSS BEFORE OTHER INCOME               (5,653,902)       (276,253)       (467,577)

OTHER INCOME (EXPENSE)
Gain on disposition of assets               4,722              --              --
Interest income                            56,005           2,428             704
Interest expense                          (29,270)             --              --
                                     ------------    ------------    ------------

LOSS BEFORE INCOME TAX BENEFIT         (5,622,445)       (273,825)       (466,873)

INCOME TAX BENEFIT                       (165,000)             --              --
                                     ------------    ------------    ------------

NET LOSS                             $ (5,457,445)   $   (273,825)   $   (466,873)
                                     ============    ============    ============

BASIC AND DILUTED WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING                              60,590,506      41,990,506
                                                     ============    ============

BASIC AND DILUTED NET LOSS PER
COMMON SHARE                                         $         --    $      (0.01)
                                                     ============    ============

</TABLE>

          See accompanying notes to consolidated financial statements.


                                       2
<PAGE>

                          LASERLOCK TECHNOLOGIES, INC.
                          (A DEVELOMENT STAGE COMPANY)
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
     FOR THE PERIOD NOVEMBER 10, 1999 (DATE OF INCEPTION) TO MARCH 31, 2005
                                   (UNAUDITED)

<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 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Continued)
     FOR THE PERIOD NOVEMBER 10, 1999 (DATE OF INCEPTION) TO MARCH 31, 2005
                                   (UNAUDITED)

<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                              60,590,506         60,590             --      5,903,685      (5,183,620)



Fair value of non-employee stock options                       --             --             --         55,000              --
Net loss for the three months ended March 31, 2005             --             --             --             --        (273,825)
                                                     ------------   ------------   ------------   ------------    ------------

Balance March 31, 2005                                 60,590,506   $     60,590   $         --   $  5,958,685    $ (5,457,445)
                                                     ============   ============   ============   ============    ============

</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                                  780,655



Fair value of non-employee stock options                    55,000
Net loss for the three months ended March 31, 2005        (273,825)
                                                      ------------

Balance March 31, 2005                                $    561,830
                                                      ============

</TABLE>

          See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

                          LASERLOCK TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
     AND THE PERIOD NOVEMBER 10, 1999 (DATE OF INCEPTION) TO MARCH 31, 2005
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                        Three Months    Three Months
                                                         Cumulative         Ended          Ended
                                                           Since          March 31,       March 31,
                                                         Inception           2005           2004
                                                        ------------    ------------    ------------
<S>                                                     <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                $ (5,457,445)   $   (273,825)   $   (466,873)
Adjustments to reconcile net loss to net cash
flows used in operating activities
Fair value of options issued in exchange for services      1,229,500          55,000         204,300
Salary due to stockholder contributed to capital              15,000              --              --
Amortization and depreciation                                424,140           2,678           1,269
Gain on disposition of assets                                 (4,722)             --              --
Stock issued in exchange for services                         60,960              --              --
Financing expenses paid directly from stock proceeds           5,270              --              --
Amortization of deferred consulting fees                      40,800              --              --
(Increase) decrease in assets
Receivables                                                  (36,295)         (8,352)        (12,534)
Inventory                                                    (40,765)        (20,342)        (36,483)
Prepaid expenses                                              (8,288)          1,523             967
Increase (decrease) in liabilities
Accounts payable and accrued expenses                         34,944          (8,385)         31,814
Deferred revenue                                               8,750          (3,750)         (3,750)
                                                        ------------    ------------    ------------

Net cash used in operating activities                     (3,728,151)       (255,453)       (281,290)
                                                        ------------    ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of capital equipment                                (35,752)         (3,223)         (3,755)
Purchase of intangibles                                      (20,000)             --              --
Purchase of patent costs                                     (97,383)         (8,720)             --
Proceeds from sale of assets                                   6,737              --              --
                                                        ------------    ------------    ------------

Net cash used in investing activities                       (146,398)        (11,943)         (3,755)
                                                        ------------    ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock                     4,091,447              --              --
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)             --              --
                                                        ------------    ------------    ------------

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

NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS                                             409,197        (267,396)       (285,045)

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

CASH AND CASH EQUIVALENTS -
END OF PERIOD                                           $    409,197    $    409,197    $    525,219
                                                        ============    ============    ============
</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 THREE MONTHS ENDED MARCH 31, 2005 AND 2004
     AND THE PERIOD NOVEMBER 10, 1999 (DATE OF INCEPTION) TO MARCH 31, 2005
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                Three Months  Three Months
                                                 Cumulative       Ended          Ended
                                                   Since         March 31,      March 31,
                                                 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

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 of the Securities Exchange Act of 1934. 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, 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 for the first period ending 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 in 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. A table indicating the revised
effective dates of Statement 150 for particular kinds of entities and
instruments is available on the FASB website.


                                       7
<PAGE>

                          LASERLOCK TECHNOLOGIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


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.


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 three months ending March 31, 2005, additional capitalized patent costs
incurred amounted to $8,720. Amortization expense for patents for the three
months ended March 31, 2005 and 2004 totaled $1,368 and $833.


NOTE 4 - INCOME TAXES

There is no income tax benefit for the losses for the three months ended March
31, 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. 183,400 of such
3,056,662 options vested in the quarter ended March 31, 2005. In April 2005, the
Board of Directors elected to fully vest the remaining 1,192,098 options. In
accordance with the fair value method as described in accounting requirements of
SFAS No. 123, the Company recognized consulting expenses of $20,000 and $33,400
for the three months ended March 31, 2005 and 2004.


                                       8
<PAGE>

                          LASERLOCK TECHNOLOGIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 5 - STOCK OPTIONS (Continued)

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 $-0-
for the three months ended March 31, 2005 and 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.

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 ended March 31, 2005. There
were no options issued for the three months ended March 31, 2004.

                                                Three Months Ended
                                                  March 31, 2005
                                               ----------------------

Net loss                As reported                     $ 273,825
                        Pro forma                       $ 312,025

Net loss per share      As reported                     $      --
                        Pro forma                       $    0.01


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 $2,842 and $3,125 for the three months
ended March 31, 2005 and 2004.


                                       9
<PAGE>

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 three month period
ended March 31, 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 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., 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 Planet 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.


                                       10
<PAGE>

Overview (Continued)


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 licensees 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 may be
necessary for us to raise additional capital. There can be no assurances that
such capital will be available and, if available, or that we will be able to
secure such capital on acceptable terms.


Comparison of the Three Month Period Ended March 31, 2005 and March 31, 2004.

Results of Operations

Since we were and currently still are in our startup stages it is difficult for
us to forecast our revenue or earnings accurately. We believe that
period-to-period comparisons of our operating results may not be meaningful. We
believe that we will start generating larger amounts of revenue in the near
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 March 31, 2005, we had sales and royalties revenues
of $63,709, as compared to sales and royalties revenues of $29,881 for the three
months ending March 31, 2004, resulting from additional casinos adopting our
laser technology coupled with the continued use by existing casinos.

Our research and development costs, which also include the cost of products
sold, aggregated approximately $61,396 for the three months ended March 31, 2005
as compared to $91,531 for the three months ended March 31, 2004, a decrease of
$30,135. Last year expenses included a non cash item of $85,300 related to the
issuance of stock options. For the three months ended March 31, 2005 costs of
products sold are higher as a result of the increased sales in 2005.

Our legal and accounting costs aggregated approximately $19,782 for the three
months ended March 31, 2005 as compared to $92,699 for the three months ended
March 31, 2004, representing a decrease of $79,917. Included in the expenses for
last year was the cost for preparation of a proxy for a special shareholders
meeting. We did not have that cost for the current year.

Our sales and marketing costs aggregated $177,336 for the three months ended
March 31, 2005 as compared to $252,317 for the three months ended March 31,
2004, representing a decrease of $74,981.

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 $42,700 and $119,000, which are non cash expenses.

Our general and administrative costs aggregated $81,448 for the three months
ended March 31, 2005 as compared to $60,911 for the three months ended March 31,
2004, representing an increase of $20,537. Included in general and
administrative expenses is the value assigned to stock options during the three
months ended March 31, 2005 of $12,300, which is a non cash expense.


                                       11
<PAGE>

Liquidity and Capital Resources

We decreased our cash balance position by $267,396, from a cash balance at
December 31, 2004 of $676,593 to a cash balance of $409,197 at March 31, 2005.
Working capital at March 31, 2005 was $450,852, representing a decrease in
working capital of $228,900 from December 31, 2004. This decrease in cash and
working capital relates principally to the cash portion of our net loss for
three months ended March 31, 2005 and the cost of new patents and fixed asset
purchases, reduced by increases in receivables and inventory and a reduction in
current liabilities.

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.

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 $100,000 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.


                                       12
<PAGE>

Liquidity and Capital Resources (Continued)

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 plant or
equipment purchases during the coming year.

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

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


Off-Balance Sheet Arrangements

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


                                       13
<PAGE>

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.


                                       14
<PAGE>

                           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

10.1  Amendment to Regulation S Stock Purchase Agreement by and between the
      Company and Californian Securities, S. A., dated October 15, 2003

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:                                   By: /s/Norman Gardner
                                            ----------------------------
                                            Norman Gardner
                                            President and CEO