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

                               FIRST AMENDMENT TO
                                   FORM 10-QSB


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

        For  the  quarterly  period  ended  March 31,  2001

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

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


                           Commission File No. 0-31927


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

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


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


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


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

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

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


 Class                                 Outstanding at March 31, 2001
 -----                                 ----------------------------

Common  Stock,  no  par  value                  13,289,999

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

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


                          LASERLOCK TECHNOLOGIES, INC.


                                TABLE OF CONTENTS
                                   FORM 10-QSB


                                     PART I
                              FINANCIAL INFORMATION


Item  1.           Financial  Statements,  Unaudited

                  Unaudited    Balance  Sheet
                    at  March 31, 2001

                  Unaudited   Statement  of  Operations
                    for  the  three  months  ended
                        March 31, 2000  and  2001

                  Unaudited   Statement  of  Cash  Flow  for  the
                    three  months  ended      March 31, 2000  and  2001

                  Unaudited    Statement  of  Shareholders Equity
                   for  the three  months  ended    March 31, 2001


                  Notes  to  Unaudited  Financial  Statements


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


                                     PART II
                                OTHER INFORMATION

Item  1.           Legal Proceedings

Item  2.           Changes  in  Securities  and  Use  of  Proceeds

Item  6.           Exhibits  and  Reports  on  Form  8-K

Signatures

Exhibits

<PAGE>
                         PART I - FINANCIAL INFORMATION


Item  1.  Financial  Statements

<PAGE>

                          LASERLOCK TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                                 MARCH 31, 2001


<PAGE>


                          LASERLOCK TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                TABLE OF CONTENTS

                                 MARCH 31, 2001



                                                                  PAGE

Independent Accountant's Review Report                                3

Financial Statements:
     Balance Sheets                                                   4
     Statements of Operations                                         5
     Statements of Changes in Stockholders' Equity                    6
     Statements of Cash Flows                                         7

Notes to Financial Statements                                         8




<PAGE>





                     INDEPENDENT ACCOUNTANT'S REVIEW REPORT




To the Board of Directors
LaserLock Technologies, Inc.
(A Development Stage Company)
Bala Cynwyd, Pennsylvania

We have  reviewed the  accompanying  balance  sheet,  statement  of  operations,
statement  of  changes  in  equity  and  statement  of cash  flows of  LaserLock
Technologies,  Inc. (a  development  stage company) as of March 31, 2001 and for
the  three-month  period  then  ended.   These  financial   statements  are  the
responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements for them to be in conformity
with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  the Company's losses from  development  stage activities
raise  substantial  doubt  about its  ability to  continue  as a going  concern.
Management's  actions in regard to this matter are also described in Note 2. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.




/s/_______________________________________
    LARSON, ALLEN, WEISHAIR & CO., LLP

Blue Bell, Pennsylvania
May 9, 2001


                                       (3)

<PAGE>

<TABLE>
<CAPTION>
                 See accompanying notes to financial statements
                          LASERLOCK TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS




                                     ASSETS


                                                                        March 31,            December 31,
                                                                            2001                    2000
                                                                        ------------         -----------------
                                                                       (Unaudited)

Current assets:
<S>                                                                        <C>                   <C>
   Cash and cash equivalents                                               $ 538,901             $  656,803
   Interest receivable                                                         2,769                  4,725
   Prepaid expenses                                                            4,250                  4,250
                                                                         ------------          -------------
          Total assets                                                     $ 545,920             $  665,778
                                                                           ==========            ===========




                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable and accrued expenses
    and total liabilities                                                $     1,343          $         245
                                                                         ------------         --------------

Commitments

Stockholders' equity:
   Preferred stock, $.001 par value;
    10,000,000 shares authorized,
    no shares issued and outstanding
   Common stock, $.001 par value;
    40,000,000 shares authorized,
    13,289,999 shares outstanding                                             13,290                 13,290
   Deferred consulting fees                                                  (10,200)               (20,683)
   Additional paid-in capital                                              1,409,868              1,094,868

   Deficit accumulated during the development stage                         (868,381)              (421,942)
                                                                          -----------            -----------       -

Total stockholders' equity                                                   544,577                665,533
                                                                          -----------            -----------
Total liabilities and stockholders' equity                                $  545,920             $  665,778
                                                                          ===========            ===========
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                          LASERLOCK TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
     AND THE PERIOD NOVEMBER 10, 1999 (DATE OF INCEPTION) TO MARCH 31, 2000
                                   (Unaudited)





                                   Cumulative
                                      Since
                                                              Inception             2001             2000
                                                            -------------           ----             ----

<S>                                                      <C>                <C>               <C>
Revenues                                                 $        --        $         --      $          --
                                                         ---------------    ----------------- ----------------

Costs and expenses:
    Research and development                                      96,526               35,808
    Patent                                                        25,000
    Legal and accounting                                          49,935               13,000            8,305
    Selling, general and administrative                          729,918              406,682           17,679
                                                             ------------         ------------     ------------

      Total costs and expenses                                   901,379              455,490           25,984
                                                                                                              -

Loss before other income                                        (901,379)            (455,490)         (25,984)

Other income:
    Interest income                                               32,998                9,051
                                                             -----------          -----------  ---------------

Net loss                                                       $(868,381)           $(446,439)      $  (25,984)
                                                               ==========           ==========      ===========

Basic and diluted weighted average common
 shares outstanding                                                                13,289,999        8,462,472

Basic and diluted net loss per common share                                        $ (.03)           $ .00
                                                                                   =======           ======



</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                 See accompanying notes to financial statements
                          LASERLOCK TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
     FOR THE PERIOD NOVEMBER 10, 1999 (DATE OF INCEPTION) TO MARCH 31, 2001




                                                                                                        Deficit
                                                       Common Stock                                     Accumulated
                                                   ----------------------                 Additional    during the
                                                   Number                   Consulting    Paid-In       Development
                                                   of Shares     Amount           Fees     Capital       Stage           Total
                                                   --------     ------      ------------------------   -------------  ----------


<S>                                                <C>         <C>                      <C>             <C>           <C>
Issuance of 4,278,000 shares on November 10, 1999   4,278,000   $    4,278               $   16,595      $ ---         $  20,873

Issuance of 1,232,000 shares of common stock
  in exchange for services                          1,232,000        1,232                   35,728        ---            36,960

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

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

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

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

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

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

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

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

Amortization of deferred consulting fees                                       20,117                                     20,117

Net loss                                                            ---      ---            ---           (367,829)     (367,829)
                                                   ----------  ----------- ----------  ------------     -----------   -----------
Balance, December 31, 2000                         13,289,999       13,290    (20,683)    1,094,868       (421,942)      665,533

Issuance of 1,500,000 stock options                                                          15,000                       15,000
Fair value of non-employee stock options grants                                             300,000                      300,000
Amortization of deferred consulting fees                                       10,483                                     10,483
Net loss                                                                                                  (446,439)     (446,439)
                                                   ----------  -----------------------  -----------     -----------   -----------

Balance, March 31, 2001 (unaudited)                13,289,999    $  13,290   $(10,200)   $1,409,868      $(868,381)   $  544,577
                                                   ==========    =========   =========   ==========      ==========   ==========
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                 See accompanying notes to financial statements
                          LASERLOCK TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
     AND THE PERIOD NOVEMBER 10, 1999 (DATE OF INCEPTION) TO MARCH 31, 2001
                                   (Unaudited)




                                                                       Cumulative
                                                                            Since
                                                                         Inception           2001             2000
                                                                         ---------           ----             ----

Cash flows from operating activities:
<S>                                                                       <C>               <C>               <C>
    Net loss                                                              $(868,381)        $(446,439)        $ (25,984)
    Adjustments to reconcile net loss to net
     cash used in operating activities:
       Fair value of options issued in exchange for service                 350,350           300,000
       Stock issued in exchange for services                                 36,960
       Amortization of deferred consulting fees                              30,600            10,483
       Changes in assets and liabilities:
         (Increase) decrease in interest receivable                          (2,769)            1,956
         (Increase) decrease in prepaid expenses                             (4,250)                              3,500
         (Decrease) increase in accounts payable                              1,343             1,098            (6,000)
                                                                      --------------      ------------       -----------
Net cash used in operating activities                                      (456,147)         (132,902)          (28,484)
                                                                         -----------        ----------        ----------

Cash flows from financing activities:
    Proceeds from issuance of stock options                                  15,000            15,000
    Proceeds from issuance of common stock                                1,010,073                             529,493
    Stock issuance costs                                                    (30,025)                .                 .
                                                                        ------------  ---------------  ----------------
Net cash provided by financing activities                                   995,048            15,000           529,493
                                                                         -----------       -----------        ----------

Net increase (decrease) in cash                                             538,901          (117,902)          501,009

Cash at beginning of period                                                       .           656,803            55,230
                                                                   ----------------        -----------       -----------

Cash at end of period                                                      $538,901         $ 538,901          $556,239
                                                                           =========        ==========         =========

Supplemental disclosures for non-cash financing activities:
      Common stock issued for services                                    $  77,760
                                                                          ==========


</TABLE>


<PAGE>



                          LASERLOCK TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2001 AND 2000



NOTE 1BASIS OF PRESENTATIONS

              The accompanying unaudited financial statements have been prepared
              in accordance with generally  accepted  accounting  principles for
              interim  financial  information and with the instructions for Form
              10-Q and Article 10 of Regulation  S-X.  Accordingly,  they do not
              include all of the information and footnotes required by generally
              accepted accounting  principles for complete financial statements.
              In the  opinion of  management,  all  adjustments  (consisting  of
              normal  recurring  accruals)   considered  necessary  for  a  fair
              presentation  have been included.  Operating results for the three
              months ended March 31, 2001 are not necessarily  indicative of the
              results that may be expected for the year ended December 31, 2001.
              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-K for the  year  ended
              December 31, 2000.

NOTE 2        REALIZATION OF ASSETS

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

NOTE 3        STOCK OPTIONS

              On February 20, 2001, the Company entered into an agreement,  with
              a non-related third party,  which sold 1,500,000 stock options for
              a price of $.01 per option. The agreement provides each option the
              right to  purchase  one share of common  stock at $.16 per  share,
              immediate  vesting of options and expiration of options as of June
              15, 2001 unless mutually  extended by both parties.  In accordance
              with the fair value method as described in the optional accounting
              requirements of SFAS No. 123 and  recognition  policies of APB No.
              25, the Company will  recognize an expense of $300,000  during the
              first quarter of 2001.

NOTE 4        INCOME TAXES

              The Company has $518,000 in Federal and State net  operating  loss
              carryovers, which can be used to offset future taxable income. The
              net operating loss carryforwards expire in the year 2030.

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

              Net operating loss carryforwards                    $ 230,000
              Valuation allowance                                  (230,000)
                                                                   ---------

              Deferred tax asset                            $     -       .
                                                            ===============




<PAGE>


Item 2. Management Discussion and Analysis of Plan of Operation

Three Months Ending March 31, 2001 Compared
to the Three Months Ending March 30, 2000

The Company had no sales for the  three-month  periods ending March 31, 2001 and
March  31,  2000.  We  are   negotiating   several   contracts  in  the  gaming,
anti-counterfeiting,  and  anti-diversion  industries which management  believes
will be  consummated.  We  have  applied  internationally  for  patents  for our
technology for laser activated ink technologies  which may be used as part of an
anti-counterfeiting  protection  process.  We  believe  that our  laser  and ink
combination  products  are  ready  for  commercial  production  and we have been
soliciting  orders for our  products  although we have not yet entered  into any
contracts.  We intend to have made our first commercial sales of our products by
the end of the third quarter of 2001.

The Company's net loss  increased  564% from $25,984 for the three months ending
March 31, 2000 to $146,439  for the three  months  ending  March 31,  2001.  The
increase was primarily  caused by an increase in research and development  costs
which  totaled  $35,808 in the three months ending March 31, 2001, as opposed to
$0 in the three  months  ending  March 31,  2000;  and an  increase  in selling,
general and  administrative  costs which  totaled  $106,682 in the three  months
ending  March 31, 2001,  as opposed to $17,679 in the Three Months  Ending March
31, 2000. The increase in these expenses was the result of the Company's  active
solicitation of orders for our products,  participation in gaming industry trade
shows, and the development of an  administrative  infrastructure  to handle such
sales when they are  consummated.  The remaining  increase in net loss of $4,695
resulted  from  the  cost  of  professional  services  to  comply  with  certain
governmental regulations.

Other income for the Three-month period totaled $9,051. This income was interest
received on the Company's cash reserves.

Liquidity and Capital Resources

During  the  first  three  months  of  2001,  the  Company  was able to meet its
financial  needs by continuing to utilize its cash reserves.  The Company's cash
reserves  decreased  from $656,803 at the beginning of the period to $538,901 at
the end of the period,  as opposed to an increase  from  $55,230 to $556,239 for
the same period in 2000.  The  increase  during the three months ended March 31,
2000 was attributed to the sale of our common stock.

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




<PAGE>


                           PART II - OTHER INFORMATION

Item  1.  Legal Proceedings

     None.


Item  2.  Changes  in  Securities  and  Use  of  Proceeds

     None.
<PAGE>



Item 6. Exhibits  and  Reports  on  Form  8-K

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

None

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

None


SIGNATURES

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

                                          LaserLock Technologies, Inc.
                                          (Registrant)



Dated:  June 22,  2001              By: /s/ Norman Gardner
                                          ---------------------------
                                          Norman Gardner
                                          President  and  CEO



<PAGE>