U. S. Securities and Exchange Commission

Washington, D. C.  20549





FORM 10-QSB





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

ACT  OF  1934



For  the  quarterly  period  ended  September 30,  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) 668 - 1952

--------------

(Issuer's telephone number)





Check  whether  the  issuer  (1)  filed all reports required to be filed by

Section  13 or 15 (d) of the Exchange Act during the past 12 months (or for such

shorter  period  that the registrant was required to file such reports), and (2)

has  been  subject  to  such  filing  requirements  for  the  past  90  days.



Yes    X

No

-------                   -------



State the number of shares outstanding of each of the issuer's classes of common

equity,  as  of  the  latest  practicable  date:





Class                                 Outstanding at September 30, 2001

-----                                 ----------------------------



Common  Stock,  no  par  value                  14,883,224





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



Consolidated Balance Sheets at September 30, 2001

(Unaudited) and December 31, 2000



Consolidated Statements of Operations (Unaudited)

for the three months and nine months ended September 30, 2001 and 2000.



Consolidated Statement of Shareholders' Equity

(Unaudited) for the period ended September 30, 2001.



Consolidated Statements of Cash Flows (Unaudited)

for the nine months ended September 30, 2001 and 2000



Notes to Consolidated Financial Statements







Item  2.           Management's  Discussion  and  Analysis  or

Plan  of  Operation





PART II

OTHER INFORMATION





Item  2.           Changes  in  Securities  and  Use  of  Proceeds





Item  6.           Exhibits  and  Reports  on  Form  8-K





Signatures



Exhibits



PART I - FINANCIAL INFORMATION





Item  1.  Financial  Statements

LASERLOCK TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS



|                                                                | September 30,       |  | December 31,       
|--------------------------------------------------------------- | ------------------- |  | -------------------
|                                                                | 2001                |  | 2000               
|                                                                | (Unaudited)         |  |                    
|                                                                |                     |  |                    
|ASSETS                                                          |                     |  |                    
|                                                                |                     |  |                    
|CURRENT ASSETS                                                  |                     |  |                    
|Cash and cash equivalents                                       | $           522,967 |  | $           656,803
|Interest receivable                                             | 1,455               |  | 4,725              
|Prepaid expenses                                                | 34,250              |  | 4,250              
|                                                                |                     |  |                    
|Total assets                                                    | $           558,672 |  | $           665,778
|                                                                |                     |  |                    
|LIABILITIES AND STOCKHOLDERS' EQUITY                            |                     |  |                    
|                                                                |                     |  |                    
|CURRENT LIABILITIES                                             |                     |  |                    
|Accounts payable and accrued expenses and                       |                     |  |                    
|total liabilities                                               | 21,343              |  | 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,    |                     |  |                    
|14,883,224 shares outstanding at September 30, 2001             |                     |  |                    
|and 13,289,999 shares outstanding at December 31, 2000          | 14,884              |  | 13,290             
|Deferred consulting fees                                        | -                   |  | (20,683)           
|Additional paid-in capital                                      | 1,716,524           |  | 1,094,868          
|Deficit accumulated during the development stage                | (1,194,079)         |  | (421,942)          
|                                                                |                     |  |                    
|Total stockholders' equity                                      | 537,329             |  | 665,533            
|                                                                |                     |  |                    
|Total liabilities and stockholders' equity                      | $           558,672 |  | $           665,778



See accompanying notes to consolidated financial statements



LASERLOCK TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000

AND THE PERIOD NOVEMBER 10, 1999 (DATE OF INCEPTION) TO SEPTEMBER 30, 2001

(Unaudited)



|                                            |                                 |  | Three Months                 |  |                          |  | Nine Months              |  |                               
|------------------------------------------- | ------------------------------- |  | ---------------------------- |  | ------------------------ |  | ------------------------ |  | ------------------------------
|                                            | Cumulative                      |  | Ended                        |  |                          |  | Ended                    |  |                               
|                                            | Since                           |  | September 30,                |  |                          |  | September 30,            |  |                               
|                                            | Inception                       |  | 2001                         |  | 2000                     |  | 2001                     |  | 2000                          
|                                            |                                 |  |                              |  |                          |  |                          |  |                               
|REVENUES                                    | $                             - |  | $                          - |  | $                      - |  | $                      - |  | $                            -
|                                            |                                 |  |                              |  |                          |  |                          |  |                               
|COSTS AND EXPENSES:                         |                                 |  |                              |  |                          |  |                          |  |                               
|Research and development                    | 186,709                         |  | 57,403                       |  |                          |  | 125,991                  |  |                               
|Patent                                      | 28,489                          |  | 3,489                        |  |                          |  | 3,489                    |  |                               
|Legal and accounting                        | 120,785                         |  | 30,694                       |  | 8,380                    |  | 83,850                   |  | 17,080                        
|Selling, general and administrative         | 900,753                         |  | 72,883                       |  | 24,666                   |  | 577,517                  |  | 132,511                       
|                                            |                                 |  |                              |  |                          |  |                          |  |                               
|Total costs and expenses                    | 1,236,736                       |  | 164,469                      |  | 33,046                   |  | 790,847                  |  | 149,591                       
|                                            |                                 |  |                              |  |                          |  |                          |  |                               
|LOSS BEFORE OTHER INCOME                    | (1,236,736)                     |  | (164,469)                    |  | (33,046)                 |  | (790,847)                |  | (149,591)                     
|                                            |                                 |  |                              |  |                          |  |                          |  |                               
|OTHER INCOME:                               |                                 |  |                              |  |                          |  |                          |  |                               
|Interest income                             | 42,657                          |  | 4,510                        |  | 11,533                   |  | 18,710                   |  | 18,103                        
|                                            |                                 |  |                              |  |                          |  |                          |  |                               
|NET LOSS                                    | $            (1,194,079)        |  | $             (159,959)      |  | $           (21,513)     |  | $        (772,137)       |  | $               (131,488)     
|                                            |                                 |  |                              |  |                          |  |                          |  |                               
|BASIC AND DILUTED WEIGHTED AVERAGE          |                                 |  |                              |  |                          |  |                          |  |                               
|COMMON SHARES OUTSTANDING                   |                                 |  | 14,157,480                   |  | 11,259,908               |  | 13,923,072               |  | 9,905,070                     
|                                            |                                 |  |                              |  |                          |  |                          |  |                               
|BASIC AND DILUTED NET LOSS PER COMMON SHARE |                                 |  | $                   (0.01)   |  | $                    -   |  | $              (0.06)    |  | $                     (0.01)  





See accompanying notes to consolidated financial statements



LASERLOCK TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY

FOR THE PERIOD NOVEMBER 10, 1999 (DATE OF INCEPTION) TO SEPTEMBER 30, 2001



| |  |  |  |  |  |  |  |  | Deficit     |  | 
| |  |  |  |  |  |  |  |  | ----------- |  | 
| |  |  |  |  |  |  |  |  | Accumulated |  | 

| | Common Stock |  |  |  | Additional |  | during the |  | 
| | ------------ |  |  |  | ---------- |  | ---------- |  | 

|                                                  | Number of  |  |                  |  | Consulting           |  | Paid-In         |  | Development         |  |                
|------------------------------------------------- | ---------- |  | ---------------- |  | -------------------- |  | --------------- |  | ------------------- |  | ---------------
|                                                  | Shares     |  | Amount           |  | Fees                 |  | Capital         |  | Stage               |  | Total          
|                                                  |            |  |                  |  |                      |  |                 |  |                     |  |                
|Issuance of 4,278,000 shares on November 10, 1999 | 4,278,000  |  | $          4,278 |  |                      |  | $        16,595 |  | $                 - |  | $        20,873
|Issuance of shares of common stock in exchange    |            |  |                  |  |                      |  |                 |  |                     |  |                
|for services                                      | 1,232,000  |  | 1,232            |  |                      |  | 35,728          |  | -                   |  | 36,960         
|Issuance of 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 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 shares of common stock                | 1,593,225  |  | 1,594            |  |                      |  | 283,406         |  |                     |  | 285,000        
|Issuance of 1,500,000 stock options               |            |  |                  |  |                      |  | 15,000          |  |                     |  | 15,000         
|Fair value of non-employee stock options grants   |            |  |                  |  |                      |  | 323,250         |  |                     |  | 323,250        
|Amortization of deferred consulting fees          |            |  |                  |  | 20,683               |  |                 |  |                     |  | 20,683         
|Net loss                                          |            |  |                  |  |                      |  |                 |  | (772,137)           |  | (772,137)      
|                                                  |            |  |                  |  |                      |  |                 |  |                     |  |                
|Balance, September 30, 2001 (unaudited)           | 14,883,224 |  | $        14,884  |  | $                  - |  | $   1,716,524   |  | $ (1,194,079)       |  | $      537,329 

========    =======    ========   ========  =========   ========



LASERLOCK TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000

AND THE PERIOD NOVEMBER 10, 1999 (DATE OF INCEPTION) TO SEPTEMBER 30, 2001

(Unaudited)









|                                                      | Cumulative      |  |                |  |               
|----------------------------------------------------- | --------------- |  | -------------- |  | --------------
|                                                      | Since           |  |                |  |               
|                                                      | Inception       |  | 2001           |  | 2000          
|                                                      |                 |  |                |  |               
|CASH FLOWS FROM OPERATING ACTIVITIES                  |                 |  |                |  |               
|Net loss                                              | $ (1,194,079)   |  | $    (772,137) |  | $    (131,488)
|Adjustments to reconcile net loss to net cash used in |                 |  |                |  |               
|operating activities:                                 |                 |  |                |  |               
|Fair value of options issued in exchange for services | 373,600         |  | 323,250        |  |               
|Stock issued in exchange for services                 | 36,960          |  |                |  |               
|Amortization of deferred consulting fees              | 40,800          |  | 20,683         |  |               
|Changes in assets and liabilities:                    |                 |  |                |  |               
|(Increase) decrease in interest receivable            | (1,455)         |  | 3,270          |  |               
|Increase in prepaid expenses                          | (34,250)        |  | (30,000)       |  | 1,951         
|Increase in accounts payable                          | 21,343          |  | 21,098         |  | 1,398         
|                                                      |                 |  |                |  |               
|Net cash used in operating activities                 | (757,081)       |  | (433,836)      |  | (128,139)     
|                                                      |                 |  |                |  |               
|CASH FLOWS FROM FINANCING ACTIVITIES                  |                 |  |                |  |               
|Proceeds from issuance of stock options               | 15,000          |  | 15,000         |  |               
|Proceeds from issuance of common stock                | 1,295,073       |  | 285,000        |  | 634,900       
|Stock issuance costs                                  | (30,025)        |  |                |  | (16,335)      
|                                                      |                 |  |                |  |               
|Net cash provided by financing activities             | 1,280,048       |  | 300,000        |  | 618,565       
|                                                      |                 |  |                |  |               
|Net increase (decrease) in cash                       | 522,967         |  | (133,836)      |  | 490,426       
|                                                      |                 |  |                |  |               
|CASH, BEGINNING                                       |                 |  | 656,803        |  | 55,230        
|                                                      |                 |  |                |  |               
|CASH, ENDING                                          | $      522,967  |  | $      522,967 |  | $      545,656
|                                                      |                 |  |                |  |               
|SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING          |                 |  |                |  |               
|ACTIVITIES                                            |                 |  |                |  |               
|Common stock issued for services                      | $        77,760 |  |                |  |               











LASERLOCK TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2001 AND 2000







NOTE 1

BASIS 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-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 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-KSB for the year ended December 31, 2000.



The accompanying unaudited condensed consolidated financial statements include the accounts of LaserLock Technologies, Inc. and its wholly owned subsidiary, LL Security Products, Inc.  All intercompany transactions have been eliminated in consolidation.



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, and 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 was mutually extended by both parties to July 31, 2001.  In accordance with the fair value method as described in the accounting requirements of SFAS No. 123, the Company recognized an expense of $300,000 during the first quarter of 2001.



On April 7, 2001, the Company entered into an agreement with legal counsel for 150,000 stock options. The agreement provides each option the right to purchase one share of common stock at $.35 per share; immediate vesting of options and expiration of options on April 7, 2006. In accordance with the fair value method as described in the accounting requirements of SFAS No. 123, the Company recognized an expense of $23,250 during the second quarter 2001.







LASERLOCK TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2001 AND 2000







NOTE 4

ISSUANCE OF COMMON STOCK



In April 2000, the owner of the 1,500,000 stock options exercised 1,156,250 of the options and purchased 1,156,250 shares of common stock for $185,000. On July 1, 2001, the remaining 343,750 options were exercised and the Company received $55,000 for 343,750 shares of its common stock.



NOTE 5

INCOME TAXES



The Company has $650,000 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:





September 30,

December 31,

1

2000





Net operating loss carryforwards

$ 290,000

$143,000

Valuation allowance

(290,000)

(143,000)



Deferred tax asset

$     -

$      -





NOTE 6

ACQUISITIONS



EDS Marketing, Inc.



On October 29, 2001 the Company acquired 100% of EDS Marketing, Inc.s outstanding common stock by exchanging 2,000,000 shares of its common stock valued at $.42 per share and 2,000,000 stock options granted to the key members of EDS management at exercise prices ranging from  $.42 to $1.00. EDS Marketing, Inc. is a developer of security products primarily related to the gaming industry.



LL Security Products, Inc.



In July, 2001, the Company formed LL Security Products, Inc. with an investment of $50,000. LL Security Products, Inc. was incorporated to operate the Companys marketing aspects of its business.











Item 2. Management Discussion and Analysis of Plan of Operation



Three Months Ending September 30, 2001 Compared

to the Three Months September 30, 2000



The Company had no sales for the  three-month  periods ending September 30, 2001 and September 30,  2000.  We  are   negotiating   several   contracts  in  the  gaming, anti-counterfeiting,  and  anti-diversion  industries which management  believes will be  consummated.  We have consummated a non-exclusive worldwide contract with The Bud Jones Company and Bourgogne et Grasset, both of whom have recently merged to become the world's largest provider of casino chips and dice.  The agreement provides for guaranteed minimum annual royalties offset against a specific royalty per chip and per pair of dice.  Since any revenues generated under this agreement will be predicated on sales made by The Bud Jones Company and Bourgogne et Grasset to third parties, the Company cannot estimate what quarterly revenues will be generated under this agreement in the future. We  have  applied  internationally  for two patents  for our technology for laser activated ink technologies  which may be used as part of an anti-counterfeiting  protection  process.  We have acquired the exclusive rights for the gaming industry of a patented technology which we intend to utilize to offer anti-counterfeit protection for cashless gaming coupons. 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 fourth quarter of 2001.



The Company's net loss  increased  643% from $21,513 for the three months ending

September 30, 2000 to $159,959  for the three  months  ending  September 30, 2001.  The increase was primarily  caused by an increase in research and development  costs which  totaled  $57,403  in the three months ending September 30, 2001, as opposed to $0 in the three  months  ending  September 30,  2000;  and an  increase  in selling, general and  administrative  costs which  totaled  $72,883 in the three  months ending  September 30, 2001,  as opposed to $24,666 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 resulted  from  the  increased cost  of  professional  services  to  comply  with  certain governmental regulations.





Other income for the Three-month period totaled $4,510. 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 $592,608 at the beginning of the period to $522,967 at

the end of the period.



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.





PART II - OTHER INFORMATION







Item  2.  Changes  in  Securities  and  Use  of  Proceeds



On February 20, 2001, the Company entered into an agreement, with PFK Acquisition Group II, LLC ,a non-related third party, which sold 1,500,000 stock options for a price of $.01 per option. The agreement provided each option the right to purchase one share of common stock at $.16 per share; immediate vesting of options and expiration of options was mutually extended by both parties to July 31, 2001. In April 2001, the owner of the 1,500,000 stock options exercised 1,156,250 of the options and purchased 1,156,250 shares of common stock for $185,000. On July 1, 2001, the remaining 343,750 options were exercised and the Company received $55,000 for 343,750 shares of its common stock.





Item 6. Exhibits  and  Reports  on  Form  8-K



(A)     Exhibits

--------



None



(B)     Reports  on  Form  8-K

----------------------



On October 17, 2001 the Company filed a form 8k on a proposed transaction whereby the Company's wholly owned subsidiary,  LL Security Products, Inc., a Nevada corporation ('LL'), would purchase E.D.S. Marketing Inc., a

Nevada corporation ('E.D.S.)  In the interim period, the Company, LL, and EDS have executed all required documentation and the sale has been concluded, pending an opinion of counsel by E.D.S counsel.







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:  November 14,  2001              By: /s/ Norman Gardner

---------------------------

Norman Gardner

President  and  CEO