United
      States


Securities
      and Exchange Commission


Washington,
      D.C. 20549


FORM
      10-Q




(Mark
      One)





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





For
      the
      quarterly period ended June 30, 2008





 ̈  TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934





Commission
      File Number 0-31927




LASERLOCK
      TECHNOLOGIES, INC. 
 (Exact
        name of small business issuer as specified in its charter)





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


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




610-668-1952


(Issuer’s
      Telephone Number, Including Area Code)





Indicate
      by check whether the registrant (1) has filed all reports required to be filed
      by Section 13 or 15(d) of the Exchange Act of 1934 during the past twelve months
      (or for such shorter period that the registrant was required to file such
      reports), and (2) has been subject to such filing requirements for the past
      90
      days.  Yes  x  No





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non- accelerated filer, or a smaller reporting company.
      See
      the definitions of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act.


Large
                  accelerated filer ̈
              Accelerated
                  filer ̈Non-accelerated
                  filer ̈(Do not check if a smaller reporting company)
              Smaller
                  reporting companyx




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





APPLICABLE
      ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
      DURING THE PRECEDING FIVE YEARS


Indicate
      by check mark whether the registrant has filed all documents and reports
      required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange
      Act
      of 1934 subsequent to the distribution of the securities under a plan confirmed
      by a court. Yes  ̈ No  ̈





APPLICABLE
      ONLT TO CORPORATE ISSUERS:





Indicate
      the number of shares outstanding of the issuer’s classes of common stock, as of
      the latest practicable date.





As
      of
      July 31, 2008, there were 73,440,506 shares of common stock, par value $0.001
      per share, outstanding.








PART
      I –
FINANCIAL INFORMATION





Item
      1.  Financial
      Statements


LaserLock
        Technologies, Inc. and Subsidiaries
 (A
        Development Stage Company)
 
 Consolidated
        Financial Statements
 
 June
        30,
        2008 and 2007
  -
            2
            -
  LaserLock
        Technologies, Inc. and Subsidiaries
 (A
        Development Stage Company)
 
 CONTENTS
 
 PAGECONSOLIDATED
                  BALANCE SHEETS
              
              4CONSOLIDATED
                  STATEMENTS OF OPERATIONS
              
              5CONSOLIDATED
                  STATEMENTS OF STOCKHOLDERS' DEFICIT
              
              6-9CONSOLIDATED
                  STATEMENTS OF CASH FLOWS
              
              10-11NOTES
                  TO CONSOLIDATED FINANCIAL STATEMENTS
              
              12-17
  -
            3
            -
  LaserLock
        Technologies, Inc. and Subsidiaries
 (A
        Development Stage Company)
 Consolidated
        Balance Sheets
 June
        30,
        2008 and December 31, 2007
 
 June 30, 2008
              
              December 31, 2007(Unaudited)
              
              (Audited)ASSETSCURRENT
                  ASSETSCash
                  and cash equivalents
              
              $
              25,620
              
              $
              348Accounts
                  receivable, net of allowance of $0 at June 30, 2008 and December
                  31,
                  2007
              
              
              5,500
              
              
              1,994Inventory
              
              
              24,160
              
              
              28,726TOTAL
                  CURRENT ASSETS
              
              
              55,280
              
              
              31,068PROPERTY
                  AND EQUIPMENTCapital
                  equipment
              
              
              32,604
              
              
              32,604Less
                  accumulated depreciation
              
              
              24,413
              
              
              22,5438,191
              
              
              10,061Patent
                  costs, net of accumulated amoritization of $41,727 and $36,318
                  as of June
                  30, 2008 and December 31, 2007
              
              
              142,191
              
              
              147,601TOTAL
                  ASSETS
              
              $
              205,662
              
              $
              188,730LIABILITIES
                  AND STOCKHOLDERS' DEFICITCURRENT
                  LIABILITIESAccounts
                  payable and accrued expenses
              
              
              773,685
              
              
              641,213Senior
                  secured convertible notes payable
              
              
              800,000
              
              
              800,000Convertible
                  notes payable
              
              
              400,000
              
              
              375,000Notes
                  payable
              
              
              286,000
              
              
              70,000TOTAL
                  CURRENT LIABILITIES
              
              
              2,259,685
              
              
              1,886,213STOCKHOLDERS'
                  DEFICITPreferred
                  Stock, $ .001 par value; 75,000,000 shares authorized; no shares
                  issued
                  and outstanding
              
              
              -
              
              
              -Common
                  stock, $ .001 par value; 175,000,000 shares authorized; 73,440,506
                  shares
                  issued and oustanding at June 30, 2008 and December 31,
                  2007
              
              
              73,440
              
              
              73,440Additional
                  paid in capital
              
              
              7,256,783
              
              
              7,251,687Deficit
                  accumulated during the development stage
              
              
              (9,384,246
              )
              
              (9,022,610
              )STOCKHOLDERS'
                  DEFICIT
              
              
              (2,054,023
              )
              
              (1,697,483
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS' DEFICIT
              
              $
              205,662
              
              $
              188,730
 
 See
        the
        accompanying notes to the consolidated financial statements.
 
 -
            4
            -
  LaserLock
        Technologies, Inc. and Subsidiaries
 (A
        Development Stage Company)
 Consolidated
        Statements of Operations
 For
        the
        Three and Six Months Ended June 30, 2008 and 2007
 And
        for
        the Period November 10, 1999 (Date of Inception) to June 30, 2008
 (UNAUDITED)
 
 Three Months
              
              Three Months
              
              Six Months
              
              Six MonthsCumulative
              
              Ended
              
              Ended
              
              Ended
              
              EndedSince
              
              June 30,
              
              June 30,
              
              June 30,
              
              June 30,Inception
              
              2008
              
              2007
              
              2008
              
              2007NET
                  REVENUESSales
              
              $
              435,174
              
              $
              3,003
              
              $
              5,818
              
              $
              5,852
              
              $
              190,399Royalties
              
              
              538,759
              
              
              12,291
              
              
              14,694
              
              
              25,221
              
              
              54,143TOTAL
                  NET REVENUE
              
              
              973,933
              
              
              15,294
              
              
              20,512
              
              
              31,073
              
              
              244,542COST
                  OF SALES
              
              
              407,577
              
              
              3,590
              
              
              2,860
              
              
              6,257
              
              
              165,059GROSS
                  PROFIT
              
              
              566,356
              
              
              11,704
              
              
              17,652
              
              
              24,816
              
              
              79,483OPERATING
                  EXPENSESResearch
                  and development
              
              
              818,622
              
              
              5,138
              
              
              4,711
              
              
              10,892
              
              
              8,092Patent
                  costs
              
              
              61,187
              
              
              865
              
              
              900
              
              
              1,311
              
              
              900Legal
                  and Accounting
              
              
              1,072,464
              
              
              27,826
              
              
              38,647
              
              
              58,347
              
              
              85,851Sales
                  and Marketing
              
              
              4,666,170
              
              
              59,724
              
              
              104,889
              
              
              120,876
              
              
              207,166General
                  and administrative
              
              
              2,893,999
              
              
              52,553
              
              
              81,335
              
              
              120,116
              
              
              139,291Total
                  operating expenses
              
              
              9,512,442
              
              
              146,106
              
              
              230,482
              
              
              311,542
              
              
              441,300LOSS
                  BEFORE OTHER INCOME
              
              
              (8,946,086
              )
              
              (134,402
              )
              
              (212,830
              )
              
              (286,726
              )
              
              (361,817
              )OTHER
                  INCOME (EXPENSE)Interest
                  income
              
              
              63,587
              
              
              1
              
              
              725
              
              
              3
              
              
              874Interest
                  expense
              
              
              (671,469
              )
              
              (38,525
              )
              
              (81,997
              )
              
              (74,913
              )
              
              (178,941
              )Gain
                  on disposition of assets
              
              
              4,722
              
              
              -
              
              
              -
              
              
              -
              
              
              -(603,160
              )
              
              (38,524
              )
              
              (81,272
              )
              
              (74,910
              )
              
              (178,067
              )LOSS
                  BEFORE INCOME TAX BENEFIT
              
              
              (9,549,246
              )
              
              (172,926
              )
              
              (294,102
              )
              
              (361,636
              )
              
              (539,884
              )INCOME
                  TAX BENEFIT
              
              
              (165,000
              )
              
              -
              
              
              -
              
              
              -
              
              
              -NET
                  LOSS
              
              $
              (9,384,246
              )
              $
              (172,926
              )
              $
              (294,102
              )
              $
              (361,636
              )
              $
              (539,884
              )BASIC
                      AND DILUTED NET LOSS PER COMMON SHARE
              
              
              
              
              $
              (0.00
              )
              $
              (0.00
              )
              $
              (0.00
              )
              $
              (0.01
              )BASIC
                  AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
              
              
              
              
              
              73,440,506
              
              
              73,440,506
              
              
              73,440,506
              
              
              73,440,506
 
 See
        the
        accompanying notes to the consolidated financial statements.
  -
            5
            -
  LaserLock
        Technologies, Inc. and Subsidiaries
 (A
        Development Stage Company)
 Consolidated
        Statements of Changes in Stockholders’ Equity (Deficit)
 For
        the
        Period November 10, 1999 (Date of Inception) to June 30, 2008
 
 DeficitCommon
              
              
              
              
              
              AccumulatedStock
              
              
              
              Additional
              
              During theNumber of
              
              
              
              Consulting
              
              Paid-In
              
              DevelopmentShares
              
              Amount
              
              Fees
              
              Capital
              
              Stage
              
              TotalIssuance
                  of initial 4,278,000 shares on November 10, 1999
              
              
              4,278,000
              
              $
              4,278
              
              $
              -
              
              $
              16,595
              
              $
              -
              
              $
              20,873Issuance
                  of shares of common stock in exchange for services
              
              
              1,232,000
              
              
              1,232
              
              
              -
              
              
              35,728
              
              
              -
              
              
              36,960Issuance
                  of shares of common stock
              
              
              2,090,000
              
              
              2,090
              
              
              -
              
              
              60,610
              
              
              -
              
              
              62,700Stock
                  issuance costs
              
              
              -
              
              
              -
              
              
              -
              
              
              (13,690
              )
              
              -
              
              
              (13,690
              )Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (54,113
              )
              
              (54,113
              )Balance,
                  December 31, 1999
              
              
              7,600,000
              
              
              7,600
              
              
              -
              
              
              99,243
              
              
              (54,113
              )
              
              52,730Issuance
                  of shares of common stock
              
              
              5,449,999
              
              
              5,450
              
              
              -
              
              
              921,050
              
              
              -
              
              
              926,500Issuance
                  of shares of common stock in exchange for services
              
              
              240,000
              
              
              240
              
              
              (40,800
              )
              
              40,560
              
              
              -
              
              
              -Stock
                  issuance costs
              
              
              -
              
              
              -
              
              
              -
              
              
              (16,335
              )
              
              -
              
              
              (16,335
              )Fair
                  value of non-employee stock options grants
              
              
              -
              
              
              -
              
              
              -
              
              
              50,350
              
              
              -
              
              
              50,350Amortization
                  of deferred consulting fees
              
              
              -
              
              
              -
              
              
              20,117
              
              
              -
              
              
              -
              
              
              20,117Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (367,829
              )
              
              (367,829
              )Balance,
                  December 31, 2000
              
              
              13,289,999
              
              
              13,290
              
              
              (20,683
              )
              
              1,094,868
              
              
              (421,942
              )
              
              665,533Issuance
                  of shares of common stock
              
              
              217,500
              
              
              218
              
              
              -
              
              
              77,723
              
              
              -
              
              
              77,941Issuance
                  of shares of common stock and stock options for acquisition of
                  subsidiary
              
              
              2,000,000
              
              
              2,000
              
              
              -
              
              
              736,000
              
              
              -
              
              
              738,000Issuance
                  of stock options
              
              
              -
              
              
              -
              
              
              -
              
              
              15,000
              
              
              -
              
              
              15,000Exercise
                  of options
              
              
              1,450,368
              
              
              1,450
              
              
              -
              
              
              230,609
              
              
              .
              
              
              232,059Fair
                  value of non-employee stock options
              
              
              -
              
              
              -
              
              
              -
              
              
              323,250
              
              
              -
              
              
              323,250Amortization
                  of deferred consulting fees
              
              
              -
              
              
              -
              
              
              20,683
              
              
              -
              
              
              -
              
              
              20,683Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,052,299
              )
              
              (1,052,299
              )Balance,
                  December 31, 2001
              
              
              16,957,867
              
              
              16,958
              
              
              -
              
              
              2,477,450
              
              
              (1,474,241
              )
              
              1,020,167
 
 See
        the
        accompanying notes to the consolidated financial statements.
  -
            6
            -
 
 LaserLock
        Technologies, Inc. and Subsidiaries
 (A
        Development Stage Company)
 Consolidated
        Statements of Changes in Stockholders’ Equity (Deficit) (Continued)
 For
        the
        Period November 10, 1999 (Date of Inception) to June 30, 2008
 
 DeficitCommon
              
              
              
              
              
              AccumulatedStock
              
              
              
              Additional
              
              During theNumber of
              
              
              
              Consulting
              
              Paid-In
              
              DevelopmentShares
              
              Amount
              
              Fees
              
              Capital
              
              Stage
              
              TotalIssuance
                  of shares of common stock
              
              
              3,376,875
              
              
              3,377
              
              
              -
              
              
              687,223
              
              
              -
              
              
              690,600Fair
                  value of non-employee stock options
              
              
              -
              
              
              -
              
              
              -
              
              
              94,000
              
              
              -
              
              
              94,000Salary
                  due to shareholder contributed capital
              
              
              -
              
              
              -
              
              
              -
              
              
              15,000
              
              
              -
              
              
              15,000Return
                  of shares of common stock related to purchase price
                  adjustment
              
              
              (1,000,000
              )
              
              (1,000
              )
              
              -
              
              
              (353,000
              )
              
              -
              
              
              (354,000
              )Net
                  loss
              
              
              -
              
              
              -
              
              
              
              
              
              -
              
              
              (1,195,753
              )
              
              (1,195,753
              )Balance,
                  December 31, 2002
              
              
              19,334,742
              
              
              19,335
              
              
              -
              
              
              2,920,673
              
              
              (2,669,994
              )
              
              270,014Issuance
                  of shares of common stock
              
              
              22,512,764
              
              
              22,512
              
              
              -
              
              
              1,387,109
              
              
              -
              
              
              1,409,621Fair
                  value of non-employee stock options
              
              
              -
              
              
              -
              
              
              -
              
              
              213,300
              
              
              
              
              
              213,300Issuance
                  of shares of common stock in exchange for services
              
              
              143,000
              
              
              143
              
              
              -
              
              
              23,857
              
              
              
              
              
              24,000Stock
                  issuance costs
              
              
              -
              
              
              -
              
              
              -
              
              
              (49,735
              )
              
              
              
              
              (49,735
              )Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,107,120
              )
              
              (1,107,120
              )Balance,
                  December 31, 2003
              
              
              41,990,506
              
              
              41,990
              
              
              -
              
              
              4,495,204
              
              
              (3,777,114
              )
              
              760,080Stock
                  issuance costs
              
              
              -
              
              
              -
              
              
              -
              
              
              (25,000
              )
              
              -
              
              
              (25,000
              )Fair
                  value of non-employee stock options
              
              
              -
              
              
              -
              
              
              -
              
              
              493,600
              
              
              -
              
              
              493,600Issuance
                  of shares of common stock
              
              
              18,600,000
              
              
              18,600
              
              
              -
              
              
              939,881
              
              
              -
              
              
              958,481Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,406,506
              )
              
              (1,406,506
              )Balance,
                  December 31, 2004
              
              
              60,590,506
              
              
              60,590
              
              
              -
              
              
              5,903,685
              
              
              (5,183,620
              )
              
              780,655
 
 See
        the
        accompanying notes to the consolidated financial statements.
  -
            7
            -
 
 LaserLock
        Technologies, Inc. and Subsidiaries
 (A
        Development Stage Company)
 Consolidated
        Statements of Changes in Stockholders’ Equity (Deficit) (Continued)
 For
        the
        Period November 10, 1999 (Date of Inception) to June 30, 2008
 DeficitCommon
                
                
                
                
                
                AccumulatedStock
                
                
                
                Additional
                
                During theNumber of
                
                
                
                Consulting
                
                Paid-In
                
                DevelopmentShares
                
                Amount
                
                Fees
                
                Capital
                
                Stage
                
                TotalFair
                    value of non-employee stock options
                
                
                -
                
                
                -
                
                
                -
                
                
                286,762
                
                
                -
                
                
                286,762Issuance
                    of shares of common stock
                
                
                3,000,000
                
                
                3,000
                
                
                -
                
                
                102,000
                
                
                -
                
                
                105,000Net
                    loss for the year ended December 31, 2005
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (1,266,811
                )
                
                (1,266,811
                )Balance
                    at December 31, 2005
                
                
                63,590,506
                
                
                63,590
                
                
                -
                
                
                6,292,447
                
                
                (6,450,431
                )
                
                (94,394
                )Fair
                    value of non-employee stock options
                
                
                -
                
                
                -
                
                
                -
                
                
                215,463
                
                
                -
                
                
                215,463Fair
                    value of employee stock options
                
                
                -
                
                
                -
                
                
                -
                
                
                135,098
                
                
                -
                
                
                135,098Fair
                    value of warrants issued for deferred finance charges
                
                
                -
                
                
                -
                
                
                -
                
                
                392,376
                
                
                -
                
                
                392,376Exercise
                    of warrants
                
                
                5,550,000
                
                
                5,550
                
                
                -
                
                
                49,950
                
                
                -
                
                
                55,500Exercise
                    of options
                
                
                4,300,000
                
                
                4,300
                
                
                -
                
                
                (3,870
                )
                
                -
                
                
                430Shares
                    retired upon cancellation of consulting agreements
                
                
                (1,200,000
                )
                
                (1,200
                )
                
                -
                
                
                1,080
                
                
                -
                
                
                (120
                )Issuance
                    of shares for services
                
                
                1,200,000
                
                
                1,200
                
                
                
                
                
                53,800
                
                
                
                
                
                55,000Net
                    loss for the year ended December 31, 2006
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (1,607,017
                )
                
                (1,607,017
                )Balance
                    at December 31, 2006
                
                
                73,440,506
                
                
                73,440
                
                
                -
                
                
                7,136,344
                
                
                (8,057,448
                )
                
                (847,664
                )Fair
                    value of non-employee stock options
                
                
                -
                
                
                -
                
                
                -
                
                
                47,692
                
                
                -
                
                
                47,692Fair
                    value of employee stock options
                
                
                -
                
                
                -
                
                
                -
                
                
                67,651
                
                
                -
                
                
                67,651Net
                    loss for the year ended December 31, 2007
                
                
                -
                
                
                -
                
                
                -
                
                
                
                
                
                (965,162
                )
                
                (965,162
                )Balance
                    at December 31, 2007
                
                
                73,440,506
                
                
                73,440
                
                
                -
                
                
                7,251,687
                
                
                (9,022,610
                )
                
                (1,697,483
                )
 
 See
        the
        accompanying notes to the consolidated financial statements.
  -
            8
            -
  LaserLock
        Technologies, Inc. and Subsidiaries
 (A
        Development Stage Company)
 Consolidated
        Statements of Changes in Stockholders’ Equity (Deficit) (Continued)
 For
        the
        Period November 10, 1999 (Date of Inception) to June 30, 2008
 
 DeficitCommon
              
              
              
              
              
              AccumulatedStock
              
              
              
              Additional
              
              During theNumber of
              
              
              
              Consulting
              
              Paid-In
              
              DevelopmentShares
              
              Amount
              
              Fees
              
              Capital
              
              Stage
              
              TotalFair
                  value of non-employee stock options
              
              
              -
              
              
              -
              
              
              -
              
              
              5,096
              
              
              -
              
              
              5,096Net
                  loss for the six months ended June 30, 2008
              
              
              -
              
              
              -
              
              
              -
              
              
              
              
              
              (361,636
              )
              
              (361,636
              )Balance
                  at June 30, 2008 (Unaudited)
              
              
              73,440,506
              
              $
              73,440
              
              $
              -
              
              $
              7,256,783
              
              $
              (9,384,246
              )
              $
              (2,054,023
              )
  See
        the
        accompanying notes to the consolidated financial statements.
  -
            9
            -
 LaserLock
        Technologies, Inc. and Subsidiaries
 (A
        Development Stage Company)
 Consolidated
        Statements of Cash Flows
 For
        the
        Six Months Ended June 30, 2008 and 2007
 And
        for
        the Period November 10, 1999 (Date of Inception) to June 30, 2008
 (UNAUDITED)
 
 Six Months
              
              Six MonthsCumulative
              
              Ended
              
              EndedSince
              
              June 30,
              
              June 30,Inception
              
              2008
              
              2007CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  loss
              
              $
              (9,384,246
              )
              $
              (361,636
              )
              $
              (539,884
              )Adjustments
                      to reconcile net loss to net cash used in operating
                      activitiesFair
                  value of options issued in exchange for services
              
              
              1,932,262
              
              
              5,096
              
              
              76,422Amortization
                  of deferred finance charges
              
              
              392,375
              
              
              -
              
              
              129,251Salary
                  due to stockholder contributed to capital
              
              
              15,000
              
              
              -
              
              
              -Provision
                  for bad debts
              
              
              -
              
              
              -
              
              
              17,500Amortization
                  and depreciation
              
              
              471,270
              
              
              7,280
              
              
              9,460Gain
                  on disposition of assets
              
              
              (4,722
              )
              
              -
              
              
              -Stock
                  issued in exchange for services
              
              
              220,960
              
              
              -
              
              
              -Financing
                  expenses paid directly from stock proceeds
              
              
              5,270
              
              
              -
              
              
              -Amortization
                  of deferred consulting fees
              
              
              40,800
              
              
              -
              
              
              -(Increase)
                  decrease in assetsReceivables
              
              
              (5,500
              )
              
              (3,506
              )
              
              (19,750
              )Inventory
              
              
              (24,160
              )
              
              4,566
              
              
              10,524Increase
                  in liabilitiesAccounts
                  payable and accrued expenses
              
              
              773,685
              
              
              132,472
              
              
              121,206Net
                  cash used in operating activities
              
              
              (5,567,006
              )
              
              (215,728
              )
              
              (195,271
              )CASH
                  FLOWS FROM INVESTING ACTIVITIESPurchase
                  of property and equipment
              
              
              (35,749
              )
              
              -
              
              
              -Purchase
                  of intangibles
              
              
              (20,000
              )
              
              -
              
              
              -Purchase
                  of patent costs
              
              
              (183,919
              )
              
              -
              
              
              (19,726
              )Loan
                  payable, officer
              
              
              -
              
              
              -
              
              
              (5,000
              )Proceeds
                  from sale of assets
              
              
              6,738
              
              
              -
              
              
              -Net
                  cash used in investing activities
              
              
              (232,930
              )
              
              -
              
              
              (24,726
              )CASH
                  FLOWS FROM FINANCING ACTIVITIESProceeds
                  from issuance of common stock
              
              
              4,091,447
              
              
              -
              
              
              -Proceeds
                  from exercise of stock options
              
              
              232,369
              
              
              -
              
              
              -Proceeds
                  from issuance of stock options
              
              
              15,000
              
              
              -
              
              
              -Proceeds
                  from exercise of warrants
              
              
              55,500
              
              
              -
              
              
              -Proceeds
                  from issuance of notes
              
              
              1,636,000
              
              
              241,000
              
              
              400,000Repayments
                  of notes
              
              
              (100,000
              )
              
              -
              
              
              (100,000
              )Stock
                  issuance costs
              
              
              (104,760
              )
              
              -
              
              
              -Net
                  cash provided by financing activities
              
              
              5,825,556
              
              
              241,000
              
              
              300,000NET
                      DECREASE IN CASH AND CASH EQUIVALENTS
              
              
              25,620
              
              
              25,272
              
              
              80,003CASH
                  AND CASH EQUIVALENTS - BEGINNING OF PERIOD
              
              
              -
              
              
              348
              
              
              2,058CASH
                  AND CASH EQUIVALENTS - END OF PERIOD
              
              $
              25,620
              
              $
              25,620
              
              $
              82,061
 
 See
        the
        accompanying notes to the consolidated financial statements.
  -
            10
            -
 
 LaserLock
        Technologies, Inc. and Subsidiaries
 (A
        Development Stage Company)
 Consolidated
        Statements of Cash Flows (Continued)
 For
        the
        Six Months Ended June 30, 2008 and 2007
 And
        for
        the Period November 10, 1999 (Date of Inception) to June 30, 2008
 (UNAUDITED)
 
 Six Months
              
              Six MonthsCumulative
              
              Ended
              
              EndedSince
              
              June 30,
              
              June 30,Inception
              
              2008
              
              2007SUPPLEMENTAL
                  DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:Cash
                  paid during the year for:Interest
              
              $
              29,623
              
              $
              13
              
              $
              145Income
                  taxes
              
              $
              -
              
              $
              -
              
              $
              -Return
                  of shares of common stock related to purchase price
                  adjustmentCommon
                  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
              
              $
              -
              
              $
              -Proceeds
                  from common stock sales applied directly to debt and financing
                  expenses
                  repayment
              
              $
              55,270
              
              $
              -
              
              $
              -Fair
                  value of warrants issued for deferred finance charges
              
              $
              392,376
              
              $
              -
              
              $
              -
 
 See
        the
        accompanying notes to the consolidated financial statements.
  -
            11
            -
 
 LaserLock
        Technologies, Inc. and Subsidiaries
 (A
        Development Stage Company)
 Notes
        to
        Consolidated Financial Statements
 
 **NOTE
        1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 
 ***Basis
        of Presentations***
 The
        accompanying unaudited financial statements have been prepared in accordance
        with U.S. generally accepted accounting principles for interim financial
        information and with the instructions for Form 10-Q and Rule 8-03 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 six months ended June 30, 2008 are not
        necessarily indicative of the results that may be expected for the year ended
        December 31, 2008. The unaudited financial statements should be read in
        conjunction with the financial statements and footnotes thereto included
        in the
        Company’s annual report on Form 10-KSB for the year ended December 31, 2007.
 
 The
        financial statements are presented in accordance with Statement of Financial
        Accounting Standard (“SFAS”) No. 7, “Accounting and Reporting by Development
        Stage Enterprises *.* ”
 
 ***Recently
        Issued Pronouncements***
 
 During
        September 2006, the Financial Accounting Standards Board (“FASB”)
        issued SFAS No. 157, *Fair
        Value Measurements* (“SFAS
        157”), which is effective for fiscal years beginning after November 15,
        2007 with earlier adoption encouraged. SFAS 157 defines fair value, establishes
        a framework for measuring fair value in generally accepted accounting
        principles, and expands disclosures about fair value measurements. In February
        2008, the FASB issued FASB Staff Position FAS 157-2, Effective Date of FASB
        Statement No. 157, which delayed the effective date of SFAS 157 for all
        non-financial assets and liabilities, except those that are recognized or
        disclosed at fair value in the financial statements on a recurring basis,
        until
        January 1, 2009.   The Company adopted SFAS 157 on January 1,
        2008 for all financial assets and liabilities, but the implementation did
        not
        require additional disclosures or have a significant impact on the Company's
        financial statements.  The Company has not yet determined the impact
        the implementation of SFAS 157 will have on the Company’s non-financial assets
        and liabilities which are not recognized or disclosed on a recurring
        basis.  However, the Company does not anticipate that the full
        adoption of SFAS 157 will significantly impact their financial
        statements.
 
 During
        February 2007, the FASB issued SFAS No. 159, *The
        Fair Value Option for Financial Assets and Financial
        Liabilities* —including
        an amendment of FASB Statement No. 115 (“SFAS 159”), which permits entities to
        choose to measure many financial instruments and certain other items at fair
        value. The objective of SFAS 159 is to improve financial reporting by providing
        entities with the opportunity to mitigate volatility in reported earnings
        caused
        by measuring related assets and liabilities differently without having to
        apply
        complex hedge accounting provisions. The Company has adopted SFAS 159 on
        January
        1, and has elected not to measure any additional financial assets, liabilities
        or other items at fair value.
 
 In
        December 2007, the FASB issued SFAS No. 141 (revised 2007), *Business
        Combinations* (“SFAS 141R”). SFAS 141R establishes principles and requirements for
        how an acquirer recognizes and measures in its financial statements the
        identifiable assets acquired, the liabilities assumed, any noncontrolling
        interest in the acquiree and the goodwill acquired. SFAS 141R also
        establishes disclosure requirements to enable the evaluation of the nature
        and
        financial effects of the business combination. This statement is effective
        for
        the Company beginning January 1, 2009 and will change the accounting for
        business combinations on a prospective basis.
  -
            12
            -
 
 LaserLock
        Technologies, Inc. and Subsidiaries
 (A
        Development Stage Company)
 Notes
        to
        Consolidated Financial Statements
 
 **NOTE
        1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**
 
 ***Recently
        Issued Pronouncements (Continued)***
 In
        December 2007, the FASB issued SFAS No. 160, *Noncontrolling
        Interests in Consolidated Financial Statements* —an
        amendment of Accounting Research Bulletin No. 51 (“SFAS 160”).
        SFAS 160 establishes accounting and reporting standards for ownership
        interests in subsidiaries held by parties other than the parent, the amount
        of
        consolidated net income attributable to the parent and to the noncontrolling
        interest, changes in a parent’s ownership interest, and the valuation of
        retained noncontrolling equity investments when a subsidiary is deconsolidated.
        SFAS 160 also establishes disclosure requirements that clearly identify and
        distinguish between the interests of the parent and the interests of the
        noncontrolling owners. This statement is effective for the Company beginning
        January 1, 2009. SFAS 160 is not currently applicable to the Company since
        the Company’s subsidiary is wholly owned.
 
 In
        March
        2008, the FASB issued Statement No. 161, *Disclosures
        about Derivative Instruments and Hedging Activities* (“SFAS
        161”), which is effective January 1, 2009. SFAS 161 requires enhanced
        disclosures about derivative instruments and hedging activities to allow
        for a
        better understanding of their effects on an entity’s financial position,
        financial performance, and cash flows. Among other things, SFAS 161 requires
        disclosures of the fair values of derivative instruments and associated gains
        and losses in a tabular formant. SFAS 161 is not currently applicable to
        the
        Company since the Company does not have derivative instruments or hedging
        activity.
 
 In
        May
        2008, the FASB issued Statement of Financial Accounting Standards No. 162, *The
        Hierarchy* of *Generally
        Accepted Accounting Principles* (“FAS
        162"). This Standard identifies the sources of accounting principles and
        the
        framework for selecting the principles to be used in the preparation of
        financial statements of nongovernmental entities that are presented in
        conformity with generally accepted accounting principles. FAS 162 directs
        the ** hierarchy
        to the entity, rather than the independent auditors, as the entity is
        responsible for selecting accounting principles for financial statements
        that
        are presented in conformity with generally accepted accounting principles.
        The
        Standard is effective 60 days following SEC approval of the Public Company
        Accounting Oversight Board amendments to remove the hierarchy of generally
        accepted accounting principles from the auditing standards. FAS 162 is not
        expected to have an impact on the financial statements.
 
 In
        April
        2008, the FASB issued FASB Staff Position (FSP) FAS 142-3, *Determination
        of the Useful Life of Intangible Assets* ,
        which
        amends the factors that should be considered in developing renewal or extension
        assumptions used to determine the useful life of a recognized intangible
        asset
        under FASB Statement No. 142, *Goodwill
        and Other Intangible Assets.* This
        Staff Position is effective for financial statements issued for fiscal years
        beginning after December 15, 2008, and interim periods within those fiscal
        years. Early adoption is prohibited. This FSP is not currently applicable
        to the
        Company.
 
 In
        June
        2008, the FASB issued FSP EITF 03-6-1, *Determining
        Whether Instruments Granted in Share-Based Payment Transactions are
        Participating Securities* .
        This
        FSP provides that unvested share-based payment awards that contain
        nonforfeitable rights to dividends or dividend equivalents (whether paid
        or
        unpaid) are participating securities and shall be included in the computation
        of
        earnings per share pursuant to the two-class method. The Company does not
        currently have any share-based awards that would qualify as participating
        securities. Therefore, application of this FSP is not expected to have an
        effect
        on the Company's financial reporting.
 
 In
        May
        2008, the FASB issued FASB Staff Position (FSP) APB 14-1, *Accounting
        for Convertible Debt That May Be Settled in Cash upon Conversion (Including
        Partial Cash Settlement)* ("FSP
        14-1"). FSP 14-1 will be effective for financial statements issued for fiscal
        years beginning after December 15, 2008. The FSP includes guidance that
        convertible debt instruments that may be settled in cash upon conversion
        should
        be separated between the liability and equity components, with each component
        being accounted for in a manner that will reflect the entity's nonconvertible
        debt borrowing rate when interest costs are recognized in subsequent periods.
        The Company has not determined the effect that the implementation of FSP
        14-1
        will have on its financial statements.
  -
            13
            -
 
 LaserLock
        Technologies, Inc. and Subsidiaries
 (A
        Development Stage Company)
 Notes
        to
        Consolidated Financial Statements
 
 **NOTE
        1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**
 
 ***Comprehensive
        Income***
 The
        company follows the Statement of Financial Accounting Standard (“SFAS”) No. 130,
“Reporting Comprehensive Income.” Comprehensive income is a more inclusive
        financial reporting methodology that includes disclosure of certain financial
        information that historically has not been recognized in the calculation
        of net
        income. Since the Company has no items of other comprehensive income,
        comprehensive income (loss) is equal to net income (loss).
 
 ***Reclassifications***
 Certain
        amounts in the 2007 financial statements have been reclassified in order
        for
        them to be in conformity with the 2008 presentation.
 
 **NOTE
        2 – GOING CONCERN**
 
 The
        accompanying consolidated financial statements have been prepared assuming
        that
        the Company will continue as a going concern. The Company has incurred
        significant losses and experienced negative cash flow during the development
        stage. These conditions raise substantial doubt about the Company’s ability to
        continue as a going concern. The consolidated financial statements do not
        include any adjustments that might result from the outcome of this
        uncertainty.
 
 The
        Company is in the development stage at June 30, 2008. Successful completion
        of
        the Company’s development program and, ultimately the attainment of profitable
        operations is dependent upon future events, including obtaining adequate
        financing to fulfill its development activities and achieving a level of
        sales
        adequate to support the Company’s cost structure. However, there can be no
        assurances that the Company will be able to secure additional equity investment
        or achieve an adequate sales level.
 
 **NOTE
        3 – PATENTS**
 
 The
        Company continues to apply for patents. Accordingly costs associated with
        the
        registration of these patents have been capitalized and are amortized on
        a
        straight-line basis over the estimated lives of the patents (17 years). During
        the six months ended June 30, 2008, there were no additional capitalized
        patent
        costs incurred. Amortization expense for patents was $2,705 and $5,410 for
        the
        three and six months ended June 30, 2008 and $2,519 and $7,483 for the three
        and
        six months ended June 30, 2007.
 
 **NOTE
        4 – INCOME TAXES**
 
 As
        of
        January 1, 2008, we had no unrecognized tax benefits, and accordingly, we
        have
        not recognized any interest or penalties during 2008 related to unrecognized
        tax
        benefits. There has been no change in unrecognized tax benefits during the
        six
        months ended June 30, 2008, and there was no accrual for uncertain tax positions
        as of June 30, 2008.
 
 There
        is
        no income tax benefit for the losses for the six months ended June 30, 2008
        and
        2007, since management has determined that the realization of the net deferred
        tax asset is not assured and has created a valuation allowance for the entire
        amount of such benefits.
  -
            14
            -
 
 LaserLock
        Technologies, Inc. and Subsidiaries
 (A
        Development Stage Company)
 Notes
        to
        Consolidated Financial Statements
 
 **NOTE
        5 - SENIOR SECURED CONVERTIBLE NOTES PAYABLE**
 
 In
        February 2006, the Company commenced a private placement of up to $800,000
        principal amount of 10% senior secured convertible promissory notes due twelve
        months from the date of issue to certain of our shareholders and other
        accredited investors. On May 7, 2007, the due date of these notes was extended
        to August 31, 2008 and the interest rate increased to 12% during the extension
        period. Purchasers of the notes were issued 10-year warrants exercisable
        into
        the Company’s shares at an exercise price of $0.01 per share. In addition, if an
        equity financing with total proceeds of more than $5,000,000 occurs while
        any
        notes are outstanding, holders of notes will have the right, at their option,
        to
        convert the outstanding principal and interest of the notes into shares at
        a
        discount of 30% of the price per share in the qualified financing. In accordance
        with Emerging Issue Task Force No. 98-5, *Accounting
        for Convertible Securities with Beneficial Conversion Features or Contingently
        Adjustable Conversion Ratios,* the
        contingent beneficial conversion feature is not recognized unless the triggering
        event occurs and the contingency is resolved. The notes are secured by a
        first
        priority lien on all of the tangible and intangible personal property of
        the
        Company.
 
 As
        of
        December 31, 2006, the Company sold $800,000 principal amount of the notes
        and
        issued 8,000,000 warrants. In accordance with FAS 123(R), warrants were valued
        at $392,376 and recorded as deferred finance charges. The Company uses the
        Black-Scholes option pricing model to calculate the grant-date fair value
        of the
        warrants, with the following assumptions: no dividend yield, expected volatility
        of 169% and 284%, risk-free interest rate between 3.6% and 4.5% and expected
        warrant life of ten years. The deferred finance charges were amortized over
        one
        year, which was the original term of the convertible notes. The Company received
        $55,500 for the exercise of 5,550,000 of the warrants during 2006. Accrued
        interest at June 30, 2008 and December 31, 2007 amounted to $193,700 and
        $145,700.
 
 **NOTE
        6 - CONVERTIBLE NOTES PAYABLE**
 
 During
        2007, the Company commenced a private placement of up to $400,000 principal
        amount of **** 10%
        Convertible Promissory Notes due August 31, 2008 (the “Notes”). Holders of Notes
        will have the right, at their option, to convert the outstanding principal
        and
        interest of the Notes into shares of the Company’s Series A Preferred Stock at
        any time and from time to time at the option of the holder at the initial
        conversion price of $0.005333 per share. The Notes are unsecured. In accordance
        with Emerging Issue Task Force No. 00-27, *Application
        of Issue No. 98-5 to Certain Convertible Instruments,* there is
        no intrinsic value to the embedded conversion option since the conversion
        price
        is higher than the fair value as determined by management. During 2007 the
        Company issued notes payable under the private placement totaling $375,000.
        During 2008 the Company issued an additional $25,000 of the notes payable
        to
        complete the private placement. The notes are due on August 31, 2008 and
        bear
        interest at 10%. Accrued interest at June 30, 2008 and December 31, 2007
        amounted to $38,542 and $18,542.
 
 **NOTE
        7 – NOTES PAYABLE**
 
 During
        2007, the Company issued $70,000 of unsecured notes payable, which are payable
        on demand and bear interest at the rate of 10%. During 2008, the Company
        issued
        an additional $216,000 of these unsecured notes payable. Accrued interest
        at
        June 30, 2008 and December 31, 2007 amounted to $17,150 and
        $10,250.
  -
            15
            -
 
 LaserLock
        Technologies, Inc. and Subsidiaries
 (A
        Development Stage Company)
 Notes
        to
        Consolidated Financial Statements
 
 **NOTE
        8 – STOCK OPTIONS AND WARRANTS**
 
 During
        1999, the Board of Directors (“Board”) of the Company adopted, with the approval
        of the stockholders, a Stock Option Plan. In 2000, the Board superseded that
        plan and created a new Stock Option Plan, pursuant to which it is authorized
        to
        grant options to purchase up to 1.5 million shares of common stock. On December
        17, 2003, the Board, with approval of the stockholders, superseded this plan
        and
        created the 2003 Stock Option Plan (the “Plan”). Under the Plan the Company is
        authorized to grant options to purchase up to 18,000,000 shares of common
        stock
        to the Company’s employees, officers, directors, consultants, and other agents
        and advisors. The Plan is intended to permit stock options granted to employees
        under the Plan to qualify as incentive stock options under Section 422 of
        the
        Internal Revenue Code of 1986, as amended (“Incentive Stock Options”). All
        options granted under the Plan, which are not intended to qualify as Incentive
        Stock Options, are deemed to be non-qualified options (“Non-Statutory Stock
        Options”). As of June 30, 2008, there are 3,100,000 options that have been
        issued and exercised, 14,006,662 options that have been issued and are
        unexercised, and 893,338 options that are available to be issued under the
        Plan.
 
 The
        Plan
        is administered by a committee of the Board of Directors (“Stock Option
        Committee”) which determines the persons to whom awards will be granted, the
        number of awards to be granted and the specific terms of each grant, including
        the vesting thereof, subject to the provisions of the plan.
 
 In
        connection with Incentive Stock Options, the exercise price of each option
        may
        not be less than 100% of the fair market value of the common stock on the
        date
        of the grant (or 110% of the fair market value in the case of a grantee holding
        more than 10% of the outstanding stock of the Company). The aggregate fair
        market value (determined at the time of the grant) of stock for which an
        employee may exercise Incentive Stock Options under all plans of the company
        shall not exceed $1,000,000 per calendar year. If any employee shall have
        the
        right to exercise any options in excess of $100,000 during any calendar year,
        the options in excess of $100,000 shall be deemed to be Non-Statutory Stock
        Options, including prices, duration, transferability and limitations on
        exercise.
 
 The
        Company issued non-statutory stock options pursuant to contractual agreements
        to
        non-employees. Options granted under the agreements are expensed when the
        related service or product is provided. For the three and six months ended
        June
        30, 2008, the Company expensed approximately $2,500 and $5,000 and for the
        three
        and six months ended June 30, 2007, the Company expensed approximately $18,000
        and $43,000 relative to non-employee options granted. As of June 30, 2008,
        there
        was approximately $6,000 of unrecognized compensation expense related to
        non-vested market-based share awards that is expected to be recognized through
        January 2009.
 
 The
        following tables summarize non-employee stock option/warrant activity of
        the
        Company since December 31, 2007:
 
 Weighted AverageOption/Warrant
              
              Exercise
              
              ExerciseShares
              
              Price
              
              PriceOutstanding,
                  December 31, 2007
              
              
              12,856,662
              
              
              $.01
                      to $.28
              
              $
              0.06Granted
              
              
              -
              
              
              -
              
              
              -Exercised
              
              
              -
              
              
              -
              
              
              -Expired
              
              
              -
              
              
              -
              
              
              -Outstanding,
                  June 30, 2008
              
              
              12,856,662
              
              
              $.01
                  to $.28
              
              $
              0.06Exercisable,
                  June 30, 2008
              
              
              12,689,996
              
              
              $.01
                  to $.28
              
              $
              0.08Weighted
                  Average Remaining Life, Exercisable, June 30, 2008 (years)
              
              
              4.7
  -
            16
            -
 
 LaserLock
        Technologies, Inc. and Subsidiaries
 (A
        Development Stage Company)
 Notes
        to
        Consolidated Financial Statements
 
 **NOTE
        8 – STOCK OPTIONS AND WARRANTS (Continued)**
 
 A
        summary
        of incentive stock option transactions for employees since December 31, 2007
        is
        as follows:
 
 Weighted AverageOption
              
              Exercise
              
              ExerciseShares
              
              Price
              
              PriceOutstanding,
                  December 31, 2007
              
              
              6,550,000
              
              
              $.03
                  to $.28
              
              $
              0.12Granted
              
              
              -
              
              
              -
              
              
              -Exercised
              
              
              -
              
              
              -
              
              
              -Expired
              
              
              -
              
              
              -
              
              
              -Outstanding,
                  June 30, 2008
              
              
              6,550,000
              
              
              $.03
                  to $.28
              
              $
              0.12Exercisable,
                  June 30, 2008
              
              
              6,491,666
              
              
              $.03
                  to $.28
              
              $
              0.12Weighted
                  Average Remaining Life, Exercisable, June 30, 2008
              
              
              4.1
 
 **NOTE
        9 – RELATED PARTY TRANSACTIONS**
 
 Six
        shareholders of the Company hold $680,000 of the Senior secured convertible
        notes payable, one shareholder holds $140,000 of the convertible notes payable
        and one shareholder holds $50,000 of the notes payable as of June 30,
        2008.
 
 The
        Company maintains its office at the home of its President. No formal lease
        agreement exists and no direct rent expense has been incurred. However, related
        occupancy costs of $1,260 and $2,633 were incurred during the three and six
        months ended June 30, 2008 and $1,260 and $2,195 were incurred during the
        three
        and six months ended June 30, 2007.
 
 At
        June
        30, 2008 and December 31, 2007, the Company had accrued salary to the President
        in the amount of $144,750 and $99,750.
  **NOTE
        10 – MAJOR CUSTOMERS AND VENDORS**
 
 During
        the three and six months ended June 30, 2008, the Company earned a substantial
        portion of its revenue from two customers and during the three and six months
        ended June 30, 2007 earned a substantial portion of its revenue from two
        and one
        customer. During the three and six months ended June 30, 2008, revenue from
        those customers aggregated $15,294 and $30,614 and during the three and six
        months ended June 30, 2007, revenue from those customers aggregated $17,432
        and
        $227,126. At June 30, 2008 and 2007, amounts due from those customers included
        in trade accounts receivable were $5,500 and $26,290.
 
 **NOTE
        11 – SUBSEQUENT EVENTS**
 
 On
        August
        4, 2008, the management contract with the Company’s President, which expires
        November 4, 2008 was extended for a term of 5 years under the same terms
        and
        conditions.


-
          17
          -




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 thereto for the six month
      period ended June 30, 2008 included herein and our audited financial statements
      and notes thereto for the year ended December 31, 2007 included in our Annual
      Report on Form 10-KSB filed with the Securities and Exchange
      Commission.





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




**Overview**





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




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





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





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




-
          18
          -


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




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




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





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





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





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




-
          19
          -


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





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





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





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





On
      June
      23, 2008, we entered into a worldwide Exclusive Agreement (the “Agreement”) with
      Arthur Blank & Company, Inc. (“AB”), under which AB and its affiliates will
      have exclusive use of specific applications of our color changing proprietary
      pigments known as WHYTELITE® technology. Under the terms of the Agreement, the
      exclusive products are defined as all plastic cards printed with WHYTELITE®
pigments. Exclusions to the exclusivity are the American Express card and all
      applications or products not using plastic as a substrate.





The
      term
      of the Agreement ends on December 31, 2009, but the Agreement has automatically
      renewing one-year terms for each of the following four years if the royalties
      paid to us by AB exceed certain levels during the year immediately preceding
      any
      potential renewal year, or if AB makes additional non-royalty payments that,
      if
      combined with the actual royalty amounts received, would equal such threshold
      levels. The Agreement automatically expires on December 31, 2013.





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




**Results
      of Operations**





**Comparison
      of the Three-Month Periods Ended June 30, 2008 and June 30,
      2007.**





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





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





For
      the
      three months ended June 30, 2008, we had sales and royalty revenues of $15,294
      as compared to $20,512 for the three months ending June 30, 2007. During the
      period, sales were $3,003 as compared to $5,818 for last year. Royalty revenues
      decreased to $12,291 from $14,694. The number of chips using our ink in 2008
      was
      less than in the 2007 period resulting in lower sales and royalty income.




-
          20
          -


Our
      cost
      of sales was $3,590 for the three months ended June 30, 2008 as compared to
      $2,860 for the three months ended June 30, 2007. The total sales during both
      periods were not material enough to permit a realistic calculation of cost
      of
      sales.





Our
      research and development costs aggregated $5,138 for the three months ended
      June
      30, 2008 as compared to $4,711 for the three months ended June 30, 2007, an
      increase of $427. The increase results principally from development efforts
      related to the non security uses of our WhyteLite product.





Our
      patent costs for the three months ended June 30, 2008 were $865 as compared
      to
      $900 for the three month period ending June 30, 2007. This expense is the cost
      for maintaining the patents that have been issued to the Company.





Our
      legal
      and accounting costs aggregated $27,826 for the three months ended June 30,
      2008
      as compared to $38,647 for the three months ended June 30, 2007, a decrease
      of
      $10,821. Legal fees for the 2008 period decreased to $14,326 from $16,347 in
      the
      prior year. Accounting fees were $13,500 in the 2008 period as compared to
      $22,300 for the same period last year a decrease of $8,800.





Our
      sales
      and marketing costs aggregated $59,724 for the three months ended June 30,
      2008
      as compared to $104,889 for the three months ended June 30, 2007, a decrease
      of
      $45,165. The reduction in the costs result primarily from reduced charges for
      the issuance of stock options of approximately $27,000, and lower travel related
      costs of approximately $17,000.





Our
      general and administrative costs aggregated $52,553 for the three months ended
      June 30, 2008 as compared to $81,335 for the three months ended June 30, 2007,
      a
      decrease of $28,782. The decrease is principally the result of reduced costs
      for
      office related expenses of $8,000 and insurance costs of $7,700, and a 2007
      charge for bad debts of $13,200.





Our
      interest expense for the three months ended June 30, 2008 was $38,525 as
      compared to $81,997 for the three months ended June 30, 2007. Accrued interest
      expense on the Company’s debt was $38,525 for the three months ended June 30,
      2008 as compared to $28,441 for the 2007 period resulting from an increase
      in
      the average amount of Notes outstanding during 2008 as compared to 2007 and
      an
      increase in the interest rate from 10% to 12%. The amortization of the deferred
      finance charges related to the issuance of warrants related to the Notes was
      $53,469 for the three months ended June 30, 2007.





The
      net
      loss for the three months ended June 30, 2008 was $172,926 or $0.00 per share
      (rounded to the nearest $0.01). This compares to a net loss of $294,102 or
      $0.00
      per share (rounded to the nearest $0.01) for the same period in 2007, a decrease
      in the net loss of $121,176. Included in the net loss for the 2008 period was
      $2,548 that represents the expense portion of the fair value of stock options
      issued compared to $87,930 in the 2007 period, that also includes the fair
      value
      of warrants issued, a decrease of $85,382.





**Comparison
      of the Six-Month Periods Ended June 30, 2008 and June 30,
      2007.**





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





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





For
      the
      six months ended June 30, 2008, we had sales and royalty revenues of $31,073
      as
      compared to $244,542 for the six months ending June 30, 2007. During the period,
      sales were $5,852 as compared to $190,399 for last year. Royalty revenues
      decreased to $25,221 from $54,143. The reduction in sales results from the
      use
      of our ink in casino chips during the 2007 period in a manner that required
      more
      ink per chip than in other periods. In addition, the number of chips using
      our
      ink in 2008 was less than in the 2007 period resulting in lower sales and
      royalty income.




-
          21
          -


Our
      cost
      of sales was $6,257 for the six months ended June 30, 2008 as compared to
      $165,059 for the six months ended June 30, 2007. For the 2007 period the costs
      were 86.7% of sales. The total sales during the current period were not material
      enough to permit a realistic calculation of cost of sales.





Our
      research and development costs aggregated $10,892 for the six months ended
      June
      30, 2008 as compared to $8,092 for the six months ended June 30, 2007, an
      increase of $2,800. The increase results principally from development efforts
      related to the non security uses of our WhyteLite product.





Our
      patent costs for the six months ended June 30, 2008 were $1,311 as compared
      to
      $900 during the six month period ending June 30, 2007. This expense is the
      cost
      for maintaining the patents that have been issued to the Company.





Our
      legal
      and accounting costs aggregated $58,347 for the six months ended June 30, 2008
      as compared to $85,851 for the six months ended June 30, 2007, a decrease of
      $27,504. Legal fees for the 2008 period decreased to $41,847 from $53,751 in
      the
      prior year. The decrease principally results from costs for legal work in the
      2007 period in connection with the potential acquisition of Exaqt and listing
      on
      the London Stock Exchange’s AIM Market. In the first quarter of 2007 we elected
      not to pursue the acquisition of Exaqt and the AIM listing. Accounting fees
      were
      $16,500 in the 2008 period as compared to $32,100 for the same period last
      year,
      a decrease of $15,600.





Our
      sales
      and marketing costs aggregated $120,876 for the six months ended June 30, 2008
      as compared to $207,166 for the six months ended June 30, 2007, a decrease
      of
      $86,290. The reduction in the costs result primarily from reduced charges for
      the issuance of stock options for marketing consultants of approximately
      $37,500, reduced travel related costs of approximately $28,000, a $5,000 fee
      paid in 2007 to UTEK for a commercialization contract and most of the balance,
      reduced fees and costs paid to marketing consultants.





Our
      general and administrative costs aggregated $120,116 for the six months ended
      June 30, 2008 as compared to $139,291 for the six months ended June 30, 2007,
      a
      decrease of $19,175. The decrease is principally the result of lower costs
      in
      most expense categories for 2008 and a 2007 charge for bad debts of $17,500.
      Offsetting these reductions was an increase in payroll and related payroll
      taxes
      of $10,800.





Our
      interest expense for the six months ended June 30, 2008 was $74,913 as compared
      to $178,941 for the six months ended June 30, 2007. Accrued interest expense
      on
      the Company’s debt was $74,900 for the six months ended June 30, 2008 as
      compared to $49,690 for the 2007 period resulting from an increase in the
      average amount of Notes outstanding during 2008 as compared to 2007 and an
      increase in the interest rate from 10% to 12%. The amortization of the deferred
      finance charges related to the issuance of warrants related to the Notes was
      $129,251 for the six months ended June 30, 2007.





The
      net
      loss for the six months ended June 30, 2008 was $361,636 or $0.00 per share
      (rounded to the nearest $0.01). This compares to a net loss of $539,884 or
      $0.01
      per share (rounded to the nearest $0.01) for the same period in 2007, a decrease
      in the net loss of $178,248. Included in the net loss for the 2008 period was
      $5,096 that represents the expense portion of the fair value of stock options
      issued compared to $205,673 in the 2007 period, that also includes the fair
      value of warrants issued, a decrease of $200,577.





**Liquidity
      and Capital Resources**





Our
      cash
      balance at June 30, 2008 of $25,620 was $25,272 more than the $348 as of
      December 31, 2007. Working capital at June 30, 2008 was a negative $2,204,405
      representing a decrease in working capital of $349,260 from the negative
      $1,855,145 at December 31, 2007. This decrease in working capital relates
      principally to the cash portion of our net loss for the six months ended June
      30, 2008.




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




-
          22
          -


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




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




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




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





**Off-Balance
      Sheet Arrangements**





As
      of
      June 30, 2008, we did not have any off-balance sheet arrangements as defined
      in
      Item 303 of Regulation S-K.




-
          23
          -




Item
      4(T).  Controls
      and Procedures





(a)  Evaluation
      of Disclosure Controls and Procedures





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




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





(b)  Change
      in
      Internal Control over Financial Reporting





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




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PART
      II –
OTHER INFORMATION





Item
      6.  Exhibits


10.1  Worldwide
        Exclusive Agreement, dated June 23, 2008, between the Company and Arthur
        Blank
& Company, Inc.
 
 31.1  Certification
        of Principal Executive Officer and Principal Financial Officer pursuant to
        Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).*
 
 32.1  Certification
        of Principal Executive Officer and Principal Financial Officer pursuant to
        Section 906 of the Sarbanes-Oxley Act of 2002 (filed
        herewith).*





*  The
        same
        individual serves as the Company's Principal Executive Officer and Principal
        Financial Officer.





+  Confidential
      treatment has been requested as to certain portions of this exhibit pursuant
      to
      Rule 24b-2 under the Securities Act of 1934, as amended.





+  Filed
      herewith.


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SIGNATURES





Pursuant
      to the requirements of the Securities Exchange Act of 1934, the registrant
      has
      duly caused this report to be signed on its behalf by the undersigned thereunto
      duly authorized.


LaserLock
                  Technologies, Inc.(Registrant)Date:
                  August 19, 2008
              By:
              /s/
                  Norman A. GardnerNorman
                  A. GardnerPresident
                  and CEO




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