United
      States Securities and Exchange Commission


Washington,
      D.C. 20549





FORM
      10-QSB





(Mark
      One)





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




For
      the
      quarterly period ended June 30, 2007





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


Commission
      File Number 0-31927




LASERLOCK
                TECHNOLOGIES, INC.(Exact
                name of registrant 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 mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 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
o





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





As
      of
      July 31, 2007, there were 73,440,506 shares of common stock, par value $0.001
      per share, outstanding.





Transitional
      Small Business Issuer Format  Yes
o No  x













PART
      I -
      FINANCIAL INFORMATION





Item
      1.  Financial
      Statements





LaserLock
        Technologies, Inc. and Subsidiaries
 (A
        Development Stage Company)
 
 Consolidated
        Financial Statements
 
 June
        30,
        2007 and 2006










PAGECONSOLIDATED
                  BALANCE SHEETS
              1CONSOLIDATED
                  STATEMENTS OF OPERATIONS
              2CONSOLIDATED
                  STATEMENTS OF STOCKHOLDERS' DEFICIT
              3-5CONSOLIDATED
                  STATEMENTS OF CASH FLOWS
              6-7NOTES
                  TO CONSOLIDATED FINANCIAL STATEMENTS
              8-12





LaserLock
        Technologies, Inc. and Subsidiaries
 (A
        Development Stage Company)
 Consolidated
        Balance Sheets
 June
        30,
        2007 and December 31, 2006
 June
                    30,
                
                December
                    31,2007
                
                2006(Unaudited)
                
                (Audited)ASSETSCURRENT
                    ASSETSCash and cash equivalents
                
                
                
                
                $
                82,061
                
                $
                2,058Accounts receivable, net of allowance of $17,500 atJune 30, 2007 and $0 at December 31, 2006
                
                
                
                
                
                8,790
                
                
                6,540Inventory
                
                
                
                
                
                32,701
                
                
                43,225Deferred finance charges
                
                
                
                
                
                11,156
                
                
                140,407TOTAL
                    CURRENT ASSETS
                
                134,708
                
                
                192,230PROPERTY
                    AND EQUIPMENT, NetCapital equipment
                
                
                
                
                
                32,604
                
                
                32,604Less accumulated depreciation
                
                
                
                
                
                20,565
                
                
                18,58812,039
                
                
                14,016Patent
                    costs, net of accumulated amoritization of$30,899 and $23,416 as of June 30, 2007 andand December 31, 2006
                
                
                
                
                
                152,391
                
                
                140,148TOTAL
                    ASSETS
                $
                299,138
                
                $
                346,394LIABILITIES
                    AND STOCKHOLDERS' DEFICITCURRENT
                    LIABILITIESAccounts payable and accrued expenses
                
                
                
                
                
                510,264
                
                
                389,058Notes payable
                
                
                
                
                
                50,000
                
                
                -Loan payable, officer
                
                
                
                
                
                -
                
                
                5,000Convertible notes payable
                
                
                
                
                
                -
                
                
                800,000TOTAL
                    CURRENT LIABILITIES
                
                560,264
                
                
                1,194,058CONVERTIBLE
                    NOTES PAYABLE
                
                1,050,000
                
                
                -TOTAL
                    LIABILITIES
                
                1,610,264
                
                
                1,194,058STOCKHOLDERS'
                    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, 2007and December 31, 2006
                
                
                
                
                
                73,440
                
                
                73,440Additional paid in capital
                
                
                
                
                
                7,212,766
                
                
                7,136,344Deficit accumulated during the development stage
                
                
                
                
                
                (8,597,332
                )
                
                (8,057,448
                )STOCKHOLDERS'
                    DEFICIT
                
                (1,311,126
                )
                
                (847,664
                )TOTAL
                    LIABILITIES AND STOCKHOLDERS' DEFICIT
                $
                299,138
                
                $
                346,394
  See
        accompanying notes to the consolidated financial
        statements.


-1-


LaserLock
        Technologies, Inc. and Subsidiaries
 (A
        Development Stage Company)
 Consolidated
        Statements of Operations
 For
        the
        Three and Six Months Ended June 30, 2007 and 2006
 And
        for
        the Period November 10, 1999 (Date of Inception) to June 30, 2007
 (UNAUDITED)


Three
                  Months
              
              Three
                  Months
              
              Six
                  Months
              
              Six
                  MonthsCumulative
              
              Ended
              
              Ended
              
              Ended
              
              EndedSince
              
              June
                  30,
              
              June
                  30,
              
              June
                  30,
              
              June
                  30,Inception
              
              2007
              
              2006
              
              2007
              
              2006REVENUESSales
              
              $
              392,802
              
              $
              5,818
              
              $
              1,355
              
              $
              190,399
              
              $
              5,049Royalties
              
              
              492,412
              
              
              14,694
              
              
              17,900
              
              
              54,143
              
              
              41,840TOTAL
                  REVENUE
              
              
              885,214
              
              
              20,512
              
              
              19,255
              
              
              244,542
              
              
              46,889COSTS
                  AND EXPENSESResearch
                  and
                  development
              
              
              1,156,492
              
              
              7,571
              
              
              19,425
              
              
              173,151
              
              
              37,591Patent
                  costs
              
              
              57,876
              
              
              900
              
              
              65
              
              
              900
              
              
              611Legal
                  and
                  Accounting
              
              
              981,927
              
              
              38,647
              
              
              96,564
              
              
              85,851
              
              
              124,042Sales
                  and
                  Marketing
              
              
              4,349,894
              
              
              104,889
              
              
              227,475
              
              
              207,166
              
              
              458,878General
                  and
                  administrative
              
              
              2,652,939
              
              
              81,335
              
              
              93,953
              
              
              139,291
              
              
              164,674Total
                  costs and expenses
              
              
              9,199,128
              
              
              233,342
              
              
              437,482
              
              
              606,359
              
              
              785,796LOSS
                  BEFORE OTHER INCOME
              
              
              (8,313,914
              )
              
              (212,830
              )
              
              (418,227
              )
              
              (361,817
              )
              
              (738,907
              )OTHER
                  INCOME (EXPENSE)Interest
                  income
              
              
              63,431
              
              
              725
              
              
              984
              
              
              874
              
              
              2,153Interest
                  expense
              
              
              (516,571
              )
              
              (81,997
              )
              
              (43,200
              )
              
              (178,941
              )
              
              (69,712
              )Gain
                  on disposition
                  of assets
              
              
              4,722
              
              
              -
              
              
              -
              
              
              -
              
              
              -(448,418
              )
              
              (81,272
              )
              
              (42,216
              )
              
              (178,067
              )
              
              (67,559
              )LOSS
                  BEFORE INCOME TAX BENEFIT
              
              
              (8,762,332
              )
              
              (294,102
              )
              
              (460,443
              )
              
              (539,884
              )
              
              (806,466
              )INCOME
                  TAX BENEFIT
              
              
              (165,000
              )
              
              -
              
              
              -
              
              
              -
              
              
              -NET
                  LOSS
              
              $
              (8,597,332
              )
              $
              (294,102
              )
              $
              (460,443
              )
              $
              (539,884
              )
              $
              (806,466
              )BASIC
                  AND DILUTED NET LOSS PERCOMMON
                  SHARE
              
              
              
              
              $
              (0.00
              )
              $
              (0.01
              )
              $
              (0.01
              )
              $
              (0.01
              )BASIC
                  AND DILUTED WEIGHTED AVERAGECOMMON
                  SHARES
                  OUTSTANDING
              
              
              
              
              
              73,440,506
              
              
              66,757,173
              
              
              73,440,506
              
              
              65,398,839


See
      accompanying notes to the consolidated financial statements.


-2-




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,
        2007
 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 foracquisition
                    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
                )




See
      accompanying notes to the consolidated financial statements.


-3-


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,
          2007
 DeficitCommon
                  
                  
                  
                  
                  
                  AccumulatedStock
                  
                  
                  
                  Additional
                  
                  During
                      theNumber
                      of
                  
                  
                  
                  Consulting
                  
                  Paid-In
                  
                  DevelopmentShares
                  
                  Amount
                  
                  Fees
                  
                  Capital
                  
                  Stage
                  
                  TotalBalance,
                      December 31, 2001
                  
                  
                  16,957,867
                  
                  
                  16,958
                  
                  
                  -
                  
                  
                  2,477,450
                  
                  
                  (1,474,241
                  )
                  
                  1,020,167Issuance
                      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 priceadjustment
                  
                  
                  (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
                  )
  See
        accompanying notes to the consolidated financial statements.
  -4-
 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,
              2007
 DeficitCommon
                      
                      
                      
                      
                      
                      AccumulatedStock
                      
                      
                      
                      Additional
                      
                      During
                          theNumber
                          of
                      
                      
                      
                      Consulting
                      
                      Paid-In
                      
                      DevelopmentShares
                      
                      Amount
                      
                      Fees
                      
                      Capital
                      
                      Stage
                      
                      TotalBalance,
                          December 31, 2004
                      
                      
                      60,590,506
                      
                      
                      60,590
                      
                      
                      -
                      
                      
                      5,903,685
                      
                      
                      (5,183,620
                      )
                      
                      780,655Fair
                          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 (Audited)
                      
                      
                      73,440,506
                      
                      $
                      73,440
                      
                      $
                      -
                      
                      $
                      7,136,344
                      
                      $
                      (8,057,448
                      )
                      $
                      (847,664
                      )Fair
                          value of non-employee stock options
                      
                      
                      -
                      
                      
                      -
                      
                      
                      -
                      
                      
                      42,596
                      
                      
                      -
                      
                      
                      42,596Fair
                          value of employee stock options
                      
                      
                      -
                      
                      
                      -
                      
                      
                      -
                      
                      
                      33,826
                      
                      
                      -
                      
                      
                      33,826Net
                          loss for the six months ended June 30, 2007
                      
                      
                      -
                      
                      
                      -
                      
                      
                      -
                      
                      
                      
                      
                      
                      (539,884
                      )
                      
                      (539,884
                      )Balance
                          at June 30, 2007 (Unaudited)
                      
                      
                      73,440,506
                      
                      
                      73,440
                      
                      
                      -
                      
                      
                      7,212,766
                      
                      
                      (8,597,332
                      )
                      
                      (1,311,126
                      )
  See
            accompanying notes to the consolidated financial statements.
 -5-


LaserLock
        Technologies, Inc. and Subsidiaries
 (A
        Development Stage Company)
 Consolidated
        Statements of Cash Flows
 For
        the
        Six Months Ended June 30, 2007 and 2006
 And
        for
        the Period November 10, 1999 (Date of Inception) to June 30, 2007
 (UNAUDITED)


Six
                  Months
              
              Six
                  MonthsCumulative
              
              Ended
              
              EndedSince
              
              June
                  30,
              
              June
                  30,Inception
              
              2007
              
              2006CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  loss
              
              $
              (8,597,332
              )
              $
              (539,884
              )
              $
              (806,466
              )Adjustments
                  to
                  reconcile net loss to net cashused in operating activitiesFair
                  value of options issued in exchange for services
              
              
              1,888,245
              
              
              76,422
              
              
              225,336Amortization
                  of
                  deferred finance charges
              
              
              381,219
              
              
              129,251
              
              
              51,700Salary
                  due to stockholder contributed to capital
              
              
              15,000
              
              
              -
              
              
              -Provision
                  for
                  bad debts
              
              
              17,500
              
              
              17,500
              
              
              -Amortization
                  and depreciation
              
              
              456,594
              
              
              9,460
              
              
              7,155Gain
                  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
              
              
              (26,290
              )
              
              (19,750
              )
              
              3,486Inventory
              
              
              (32,701
              )
              
              10,524
              
              
              13,293Prepaid expenses
              
              
              -
              
              
              -
              
              
              (4,800
              )Increase
                  (decrease) in liabilitiesAccounts payable and accrued expenses
              
              
              510,264
              
              
              121,206
              
              
              (1,384
              )Net
                  cash used in
                  operating activities
              
              
              (5,125,193
              )
              
              (195,271
              )
              
              (511,680
              )CASH
                  FLOWS FROM INVESTING ACTIVITIESPurchase
                  of
                  property and equipment
              
              
              (35,749
              )
              
              -
              
              
              -Purchase
                  of
                  intangibles
              
              
              (20,000
              )
              
              -
              
              
              -Purchase
                  of patent
                  costs
              
              
              (183,291
              )
              
              (19,726
              )
              
              (3,912
              )Loan
                  payable,
                  officer
              
              
              -
              
              
              (5,000
              )
              
              -Proceeds
                  from sale
                  of assets
              
              
              6,738
              
              
              -
              
              
              -Net
                  cash used in investing
                  activities
              
              
              (232,302
              )
              
              (24,726
              )
              
              (3,912
              )CASH
                  FLOWS FROM FINANCING ACTIVITIESProceeds
                  from
                  issuance of common stock
              
              
              4,091,447
              
              
              -
              
              
              -Proceeds
                  from
                  exercise of stock options
              
              
              232,369
              
              
              -
              
              
              330Proceeds
                  from
                  issuance of stock options
              
              
              15,000
              
              
              -
              
              
              -Proceeds
                  from
                  exercise of warrants
              
              
              55,500
              
              
              -
              
              
              43,500Proceeds
                  from
                  issuance of notes
              
              
              1,250,000
              
              
              400,000
              
              
              580,000Repayments
                  of
                  notes
              
              
              (100,000
              )
              
              (100,000
              )
              
              -Stock
                  issuance
                  costs
              
              
              (104,760
              )
              
              -
              
              
              -Net
                  cash provided by financing activities
              
              
              5,439,556
              
              
              300,000
              
              
              623,830NET
                  DECREASE IN CASH ANDCASH
                  EQUIVALENTS
              
              
              82,061
              
              
              80,003
              
              
              108,238CASH
                  AND CASH EQUIVALENTS - BEGINNING OF PERIOD
              
              
              -
              
              
              2,058
              
              
              6,705CASH
                  AND CASH EQUIVALENTS - END OF PERIOD
              
              $
              82,061
              
              $
              82,061
              
              $
              114,943
  See
        accompanying notes to the consolidated financial statements.


-6-


LaserLock
          Technologies, Inc. and Subsidiaries
 (A
          Development Stage Company)
 Consolidated
          Statements of Cash Flows
 For
          the
          Six Months Ended June 30, 2007 and 2006
 And
          for
          the Period November 10, 1999 (Date of Inception) to June 30, 2007
 (UNAUDITED)
 Six
                    Months
                
                Six
                    MonthsCumulative
                
                Ended
                
                EndedSince
                
                June
                    30,
                
                June
                    30,Inception
                
                2007
                
                2006SUPPLEMENTAL
                    DISCLOSURE OF NON-CASHINVESTING
                    AND
                    FINANCING ACTIVITIES:Cash
                    paid during the year for:Interest
                
                $
                29,270
                
                $
                145
                
                $
                -Income taxes
                
                $
                -
                
                $
                -
                
                $
                -Return
                    of shares of common stock related topurchase price adjustmentCommon
                    stock
                
                
                (1,000
                )
                
                -
                
                
                -Additional
                    paid-in
                    capital
                
                
                (353,000
                )
                
                -
                
                
                -Intangible
                    assets
                
                $
                (354,000
                )
                $
                -
                
                $
                -Issuance
                    of
                    common stock and stock optionsfor acquisition of subsidiary
                
                $
                738,000
                
                $
                -
                
                $
                -Common
                    stock sales proceeds appliedto debt and financing expenses repayment
                
                $
                55,270
                
                $
                -
                
                $
                -Fair
                    value of warrants issued for deferred finance charges
                
                $
                392,376
                
                $
                -
                
                $
                243,640
 See
          accompanying notes to the consolidated financial statements.
  -7-


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-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 six months ended June 30, 2007 are
        not
        necessarily indicative of the results that may be expected for the year ended
        December 31, 2007. 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, 2006.
 
 ***Recently
        Issued Accounting Pronouncements***
 In
        June
        2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation
        No. 48 (“FIN 48”), *Accounting
        for Uncertainty in Income Taxes* .
        FIN 48
        prescribes detailed guidance for the financial statement recognition,
        measurement and disclosure of uncertain tax positions recognized in an
        enterprise’s financial statements in accordance with FASB Statement
        No. 109, *Accounting
        for Income Taxes* .
        Tax
        positions must meet a more-likely-than-not recognition threshold at the
        effective date to be recognized upon the adoption of FIN 48 and in subsequent
        periods. FIN 48 will be effective for fiscal years beginning after
        December 15, 2006, and became effective for us beginning with the first
        quarter of 2007, and the provisions of FIN 48 were applied to all tax positions
        under Statement No. 109 upon initial adoption. The cumulative effect of
        applying the provisions of this interpretation was to be reported as an
        adjustment to the opening balance of retained earnings for that fiscal year.
        The
        Company adopted FIN 48 effective January 1, 2007. The adoption of FIN 48
        did not
        require an adjustment to the opening balance of retained earnings as of January
        1, 2007.
 
 **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 this uncertainty.
 
 The
        Company is in the development stage at June 30, 2007. Successful completion
        of
        the Company’s development program and, ultimately the attainment of profitable
        operations is dependant 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, 2007, additional capitalized patent costs incurred
        amounted to $19,726. Amortization expense for patents was $2,519 and $7,483
        for
        the three and six months ended June 30, 2007 and $2,259 and $4,462 for the
        three
        and six months ended June 30, 2006.




-8-


LaserLock
          Technologies, Inc. and Subsidiaries
 (A
          Development Stage Company)
 Notes
          to
          Consolidated Financial Statements
  **NOTE
            4 - INCOME TAXES**
 
 There
            is
            no income tax benefit for the losses for the six months ended June 30,
            2007 and
            2006, since management has determined that the realization of the net
            deferred
            tax asset is not assured and has created a valuation allowance for the
            entire
            amount of such benefits.
 
  **NOTE
            5 - NOTES PAYABLE**
 
 In
            the
            first quarter of 2007, the Company issued two notes totaling $150,000.
            The notes
            are payable on demand and bear interest at 10%. The $100,000 demand note
            was
            repaid in the second quarter of 2007, however, the accrued interest has
            not been
            paid.
 
 
 **NOTE
            6 - 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. 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 used
            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 are being amortized
            over
            one year, which is the term of the convertible notes. As of December
            31, 2006
            the Company received $55,500 for the exercise of 5,550,000 of the
            warrants.
 
 The
            term
            of the convertible notes has been extended to August 31, 2008. In consideration
            for the extension of maturity of the notes, the Company increased the
            interest
            rate on these notes to 12%.
 
 The
            Company commenced a private placement of up to $400,000 principal amount
            of 10%
            Convertible Promissory Notes due August 31, 2008. Holders of these 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. In
            May
            2007, the Company issued convertible notes in the principal amount of
            $250,000.




-9-


LaserLock
        Technologies, Inc. and Subsidiaries
 (A
        Development Stage Company)
 Notes
        to
        Consolidated Financial Statements


**NOTE
        7 - 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, 2007, 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, 2007, the company expensed approximately $18,000 and $43,000 and for
        the
        three and six months ended June 30, 2006, the company expensed approximately
        $54,000 and $121,000 relative to non-employee options granted. As of June
        30,
        2007, there was approximately $40,000 of unrecognized compensation expense
        related to non-vested market-based share awards that is expected to be
        recognized through November 2007.




-10-


LaserLock
        Technologies, Inc. and Subsidiaries
 (A
        Development Stage Company)
 Notes
        to
        Consolidated Financial Statements




**NOTE
        7 - STOCK OPTIONS AND WARRANTS (Continued)**
 
 The
        following tables summarize all non-employee stock option/warrant activity
        of the
        Company since December 31, 2006:


Weighted
                  AverageOption/Warrant
              
              Exercise
              
              ExerciseShares
              
              Price
              
              PriceOutstanding,
                  December 31, 2006
              
              
              13,251,662
              
              $
              .01
                  to $.40
              
              $
              0.09Granted
              
              
              -
              
              
              -
              
              
              -Exercised
              
              
              -
              
              
              -
              
              
              -Expired
              
              
              (395,000
              )
              
              .40
              
              
              .40Outstanding,
                  June 30, 2007
              
              
              12,856,662
              
              $
              .01
                  to $.28
              
              $
              0.06Exercisable,
                  June 30, 2007
              
              
              12,356,662
              
              $
              .01
                  to $.28
              
              $
              0.08Weighted
                  Average Remaining Life,Exercisable,
                  June
                  30, 2007 (years)
              
              
              5.6Difference
                  in granted/vested in 2005 is difference in opening balance at 12/31/04
                  for
                  vested shares




**NOTE
        8 - STOCK BASED COMPENSATION**
 
 On
        January 1, 2006, the Company adopted SFAS 123(R) using the modified prospective
        method as permitted under SFAS 123(R). Under this transition method,
        compensation cost recognized in the first quarter of 2006 includes compensation
        cost for all share-based payments granted prior to but not yet vested as
        of
        December 31, 2005, based on the grant-date fair value estimated in accordance
        with the provisions of SFAS 123. In accordance with the modified prospective
        method of adoption, the Company’s results of operations and financial position
        for prior periods have not been restated.
 
 During
        the three and six months ended June 30, 2007, no options were granted, however,
        as a result of previously issued options the Company’s net income was reduced by
        approximately $17,000 and $34,000 and for the three and six months ended
        June
        30, 2006, net income was reduced by approximately $52,000 and $104,000 as
        a
        result of stock-based compensation from previously issued options. As of
        June
        30, 2007, there was approximately $34,000 of unrecognized compensation expense
        related to non-vested market-based share awards that is expected to be
        recognized through December 2007.
 
 -11-


LaserLock
        Technologies, Inc. and Subsidiaries
 (A
        Development Stage Company)
 Notes
        to
        Consolidated Financial Statements
 
 **NOTE
        8 - STOCK BASED COMPENSATION (Continued)**
 
 The
        following tables summarize all employee stock option activity of the Company
        since December 31, 2006:




Weighted
                  AverageOption/Warrant
              
              Exercise
              
              ExerciseShares
              
              Price
              
              PriceOutstanding,
                  December 31, 2006
              
              
              6,570,000
              
              $
              .03
                  to $.28
              
              $
              0.11Granted
              
              
              -
              
              
              -
              
              
              -Exercised
              
              
              -
              
              
              -
              
              
              -Expired
              
              
              (20,000
              )
              $
              0.17
              
              $
              0.17Outstanding,
                  June 30, 2007
              
              
              6,550,000
              
              $
              .03
                  to $.28
              
              $
              0.12Exercisable,
                  June 30, 2007
              
              
              5,774,998
              
              $
              .01
                  to $.28
              
              $
              0.12Weighted
                  Average Remaining Life,Exercisable, June 30, 2007
              
              
              5.0
                  years




**NOTE
        9 - RELATED PARTY TRANSACTIONS**
 
 Five
        shareholders of the Company also hold $695,000 of the convertible notes as
        of
        June 30, 2007.
 
 One
        shareholder of the Company holds the one demand note totaling
        $50,000.
 
 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 $2,195 were incurred during the three and six
        months ended June 30, 2007 and $2,092 and 3,652 were incurred during the
        three
        and six months ended June 30, 2006.
 
 **NOTE
        10 - MAJOR CUSTOMERS**
 
 During
        the three and six months ended June 30, 2007, the Company earned a substantial
        portion of its revenue from two and one customer and during the three and
        six
        months ended June 30, 2006, the Company earned a substantial portion of its
        revenue from three customers. During the three and six months ended June
        30,
        2007, revenue from those customers aggregated $17,432 and $227,126 and during
        the three and six months ended June 30, 2006, revenue from those customers
        aggregated $19,255 and $46,871. At June 30, 2007 and 2006, amounts due from
        those customers included in trade accounts receivable were $26,290 and
        $7,611.




-12-


Item
      2. Management’s Discussion and Analysis





**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, 2007 included herein and our audited financial statements
      and notes thereto for the year ended December 31, 2006 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 its forward-looking statements even if experience or future changes
      make
      it clear that any projected results (expressed or implied) will not be
      realized.




**Overview**




We
      are a
      technology licensing company which licenses our technology to both third parties
      who incorporate it into their products for resale to their customers, and 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
      focus
      involves 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.




We
      also
      supply fraud protection technology for slot tickets, and made a commitment
      to
      sell advertising on the back of slot tickets in the cashless ticket-in
      ticket-out slot machines such as those using the EZ Pay system developed by
      IGT.
      We signed an agreement with Ambient Planet, Ltd. (“Ambient”), a media and
      marketing company, in February 2004. The agreement was extended by mutual
      consent in September 2004. The results of the test program indicated that the
      business model did not perform as anticipated and this agreement has been
      terminated.




In
      January 2005, we entered into an agreement with Enigma Importacao e Exportacco
      Ltdn. (“Enigma”), in which we granted Enigma four, three-month options, to
      develop uses for our pending patent in Brazil. During each option period Enigma
      pays us a fee and purchase product to be used in testing and development of
      the
      products. At the end of the option period Enigma has the right to enter into
      a
      license agreement with us based on a minimum license fee and purchase price
      of
      product that includes a built in royalty. Enigma did not exercise the last
      three-month option. Several tests have been conducted by Enigma, potential
      customers and/or their agents that indicate use of our technology might be
      commercially feasible. One potential customer advised Enigma that our technology
      is acceptable for its use. LaserLock and Enigma continue to work together in
      anticipation of developing commercial applications in Brazil. However, no
      contracts have been entered into for the commercial use of this technology
      to
      date.




-13-


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 of 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.




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 ExaqtWorld S.A.R.L. (“ExaqtWorld”), including
      ExaqtWorld'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.





-14-


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.





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. It is the intention of both companies to review this agreement during
      the
      six-month period with the intention of entering into a longer-term distribution
      agreement.





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 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.





As
      of
      July 31, 2007 we have sold $250,000 in notes to Nob Hill Capital Partners LP
      and
      Clydesdale Partners II, LLC. Under the terms of the Note Purchase Agreement,
      additional Notes in the aggregate principal amount of up to $150,000 may be
      issued by us to 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.





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
      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, 2007 and June 30,
      2006.**





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.





-15-


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, 2007, we had sales and royalty revenues of $20,512
      as compared to $19,255 for the three months ending June 30, 2006. During the
      period, sales of inks were $5,818 as compared to $1,355 for last year. Royalty
      revenues decreased to $14,694 from $17,900.





Our
      research and development costs aggregated $7,571 for the three months ended
      June
      30, 2007 as compared to $19,425 for the three months ended June 30, 2006, a
      decrease of $11,854. The decrease results from a decrease in the cost of
      products sold to $2,860 for the three months ended June 30, 2007 as compared
      to
      $9,950 in the prior year. In addition there was a reduction in the cost for
      research and product development. For the three months ended June 30, 2007
      we
      incurred costs of $4,711 for research and product development as compared to
      $9,475 for the 2006 period.





Our
      patent costs for the three months ended June 30, 2007 was $900 as compared
      to
      $65 for the three months ended June 30, 2006. This expense is the cost for
      maintaining the patents that have been issued to the Company.





Our
      legal
      and accounting costs aggregated $38,647 for the three months ended June 30,
      2007
      as compared to $96,564 for the three months ended June 30, 2006, a decrease
      of
      $57,917. Legal fees for the 2007 period decreased to $16,347 from $69,264 in
      the
      prior year. The decrease principally results from costs for legal work in the
      2006 period in connection with the potential acquisition of Exaqt. In the first
      quarter of 2007 we elected not to pursue the acquisition of Exaqt. In addition
      accounting fees were $22,300 in the 2007 period as compared to $27,300 for
      the
      same period last year a reduction of $5,000.





Our
      sales
      and marketing costs aggregated $104,889 for the three months ended June 30,
      2007
      as compared to $227,475 for the three months ended June 30, 2006, a decrease
      of
      $122,586. The reduction in the costs result primarily from reduced charges
      for
      the issuance of stock options for employees of $28,000 and $25,440 for
      consultants, reduced fees and costs paid to consultants of approximately $27,000
      and the cost of a settlement of a terminated marketing agreement in 2006 for
      $28,000





Our
      general and administrative costs aggregated $81,335 for the three months ended
      June 30, 2007 as compared to $93,953 for the three months ended June 30, 2006,
      a
      decrease of $12,618. The decrease is principally the result of reduced charges
      for the issuance of stock options $17,687 ($4,913 for the three months ended
      June 30, 2007 as compared to $22,600 for the same period last year) and reduced
      costs for insurance and salaries in 2007. Offsetting these decreases was a
      2007
      charge for bad debt expense of $13,200.





Our
      interest expense for the three months ended June 30, 2007 was $81,997 as
      compared to $43,200 for the three months ended June 30, 2006. Accrued interest
      on the Company’s debt was $28,441 for the three months ended June 30, 2007 as
      compared to $12,000 for the 2006 period. 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 as compared to $31,200 for
      the
      same period last year.





The
      net
      loss for the three months ended June 30, 2007 was $294,102 or $0.00 per share.
      This compares to a net loss of $460,443 or $0.01 per share for the same period
      in 2006, a decrease in the net loss of $166,341. Included in the net loss for
      the 2007 period was $87,930 that represents the expense portion of the fair
      value of stock options and warrants issued compared to $136,788 in the 2006
      period, a decrease of $48,858.





**Comparison
      of the Six-Month Periods Ended June 30, 2007 and June 30,
      2006.**





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.





-16-


For
      the
      six months ended June 30, 2007, we had sales and royalty revenues of $244,542
      as
      compared to $46,889 for the six months ending June 30, 2006. During the period,
      sales of inks were $190,399 as compared to $5,049 for last year. The substantial
      increase results from an order from a casino that changed the placement of
      the
      inks on the casino chips so that the ability to authenticate the chip is
      enhanced. The change requires the use of more ink than the prior application.
      Royalty revenues increased to $54,143 from $41,840, last year, due to the use
      of
      our security system on an increased number of casino chips.





Our
      research and development costs aggregated $173,151 for the six months ended
      June
      30, 2007 as compared to $37,591 for the six months ended June 30, 2006, an
      increase of $135,560. The increase results from an increase in the cost of
      products sold to $165,059 for the six months ended June 30, 2007 as compared
      to
      $14,250 in the prior year. Offsetting this increase was a reduction in the
      cost
      for research and product development. For the six months ended June 30, 2007
      we
      incurred costs of $8,092 for research and product development as compared to
      $23,341 for the 2006 period.





Our
      patent costs for the six months ended June 30, 2007 were $900 as compared to
      $611 for the six months ended June 30, 2006. This expense is the cost for
      maintaining the patents that have been issued to the Company.





Our
      legal
      and accounting costs aggregated $85,851 for the six months ended June 30, 2007
      as compared to $124,042 for the six months ended June 30, 2006, a decrease
      of
      $38,191. Legal fees for the 2007 period decreased to $53,751 from $85,142 in
      the
      prior year. The decrease principally results from costs for legal work in the
      2006 period in connection with the potential listing on AIM and the related
      acquisition of Exaqt. In the first quarter of 2007 we elected not to pursue
      both
      the AIM listing and the acquisition of Exaqt. In addition there was a reduction
      of accounting fees to $32,100 in the 2007 period from $38,900 for the same
      period last year.





Our
      sales
      and marketing costs aggregated $207,166 for the six months ended June 30, 2007
      as compared to $458,878 for the six months ended June 30, 2006, a decrease
      of
      $251,712. The reduction in the costs result primarily from reduced charges
      for
      the issuance of stock options of $56,000 for employees and $11,940 for
      consultants, lower salaries of approximately $22,000, reduced fees and costs
      paid to consultants of approximately $80,000 and a general reduction of other
      marketing costs. In addition, in the 2006 period we incurred a cost of $28,000
      for the settlement of a terminated marketing agreement.





Our
      general and administrative costs aggregated $139,291 for the six months ended
      June 30, 2007 as compared to $164,674 for the six months ended June 30, 2006,
      a
      decrease of $25,383. The decrease is principally the result of reduced expenses
      for the cost of administrative stock options of approximately $14,000 and lower
      costs for administrative salaries and related expenses. Offsetting these
      decreases was a 2007 charge for bad debts of $17,500. During the 2006 period
      there was no expense for bad debts.





Our
      interest expense for the six months ended June 30, 2007 was $178,941 as compared
      to $69,712 for the six months ended June 30, 2006. Accrued interest on the
      Company’s debt was $49,691 for the six months ended June 30, 2007 as compared to
      $18,000 for the 2006 period. 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 as compared to $51,700 for the same period last
      year.





The
      net
      loss for the six months ended June 30, 2007 was $539,884 or $0.01 per share.
      This compares to a net loss of $806,466 or $0.01 per share for the same period
      in 2006, a decrease in the net loss of $266,582. Included in the net loss for
      the 2007 period was $205,673 that represents the expense portion of the fair
      value of stock options and warrants issued compared to $277,036 in the 2006
      period, a decrease of $71,363.





**Liquidity
      and Capital Resources**





Our
      cash
      balance at June 30, 2007 of $82,061 was $80,003 more than the $2,058 as of
      December 31, 2006. Working capital at June 30, 2007 was a negative $425,556
      representing an increase in working capital of $576,272 from the negative
      $1,001,828 at December 31, 2006. This increase in cash and working capital
      relates principally to the extension of the due date of the $800,000 of Notes
      to
      August 31, 2008 and $250,000 of additional borrowings also due August 31, 2008
      partially reduced by the cash portion of our net loss for the six months ended
      June 30, 2007 and a short term loan for $50,000.




-17-


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




Future
      capital requirements and the adequacy of available funds will depend on numerous
      factors, including the successful commercialization of our existing products,
      cost of filing, prosecuting, defending and enforcing any current and future
      patent claims and other intellectual property rights, competing technological
      and marketing of our products. In the event our plans change or our assumptions
      change or prove to be inaccurate or the funds available prove to be insufficient
      to fund operations at the planned level (due to further unanticipated expenses,
      delays, problems or otherwise), we could be required to obtain additional funds
      through equity or debt financing, through strategic alliances with corporate
      partners and others, or through other sources in order to bring our products
      through to commercialization. We do not have any committed sources of additional
      financing, and there can be no assurance that additional funding, 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
      aspect 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.




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.




On
      November 2, 2006, we entered into an agreement with Athanor, under which Athanor
      will act as a corporate advisor and broker to us. With Athanor's guidance,
      we
      intended to form Newco and raise up to $5,000,000 through the issuance of
      Newco's shares on 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 ExaqtWorld, including ExaqtWorld'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.





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 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.





As
      of
      July 31, 2007 we have sold $250,000 in notes to Nob Hill Capital Partners LP
      and
      Clydesdale Partners II, LLC. Under the terms of the Note Purchase Agreement,
      additional Notes in the aggregate principal amount of up to $150,000 may be
      issued by us to 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.





-18-


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
      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.





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 2007. Our research and development plans
      over the next 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**





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


-19-





Item
      3.  Controls
      and Procedures





(a)  Evaluation
      of Disclosure Controls and Procedures





Our
      Chief
      Executive Officer and principal financial officer evaluated the effectiveness
      of
      our disclosure controls and procedures as of the end of the period covered
      by
      this report. Based on that evaluation, the Chief Executive Officer and principal
      financial officer concluded that our disclosure controls and procedures as
      of
      the end of the period covered by this report are functioning effectively to
      provide reasonable assurance that the information required to be disclosed
      by
      LaserLock in reports filed under the Securities Exchange Act of 1934 is
      recorded, processed, summarized and reported within the time periods specified
      in the Securities and Exchange Commission's rules and forms. A controls system,
      no matter how well designed and operated, cannot provide absolute assurance
      that
      the objectives of the controls system are met, and no evaluation of controls
      can
      provide absolute assurance that all control issues and instances of fraud,
      if
      any, within a company have been detected. We note that the same person serves
      as
      both the Chief Executive Officer and principal financial officer.





(b)  Change
      in
      Internal Control over Financial Reporting





No
      change
      in 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.





-20-


PART
      II -
      OTHER INFORMATION











Item
      1.  Legal
      Proceedings





There
      are
      no pending legal proceedings to which LaserLock or any of its subsidiaries
      is a
      party or to which any of their properties is the subject that are expected
      to
      have a material effect on our financial position, results of operations or
      cash
      flows.





Item
      2.  Unregistered
      Sales of Equity Securities and Use of Proceeds





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.




On
      November 2, 2006, we entered into an agreement with Athanor, under which Athanor
      will act as a corporate advisor and broker to us. With Athanor's guidance,
      we
      intended to form Newco and raise up to $5,000,000 through the issuance of
      Newco's shares on 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 ExaqtWorld, including ExaqtWorld'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.





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 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.





As
      of
      July 31, 2007 we have sold $250,000 in notes to Nob Hill Capital Partners LP
      and
      Clydesdale Partners II, LLC. Under the terms of the Note Purchase Agreement,
      additional Notes in the aggregate principal amount of up to $150,000 may be
      issued by us to 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.





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.





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Item
      3.  Defaults
      Upon Senior Securities





None.





Item
      4.  Submission
      of Matters to a Vote of Security Holders





None.





Item
      5.  Other
      Information





None.





Item
      6.  Exhibits





3.1  Certificate
      of Designation of Series A Preferred Stock of Laserlock Technologies, Inc.
      dated
      May 17, 2007 (filed on Form 8-K on May 23, 2007 and incorporated herein by
      reference).





10.1  License
      Agreement regarding the use of the Company’s technology with plastic playing
      cards between LaserLock Technologies, Inc. and CoPAG U.S.A. Inc. dated November
      1, 2003 (filed with the Company’s Annual Report on Form 10-KSB on March 30, 2004
      and incorporated herein by reference).





10.2  Senior
      Secured Convertible Note and Warrant Purchase Agreement, dated February 13,
      2006, among the Company and Nob Hill Capital Partners, L.P. (filed on the
      Company’s Form 8-K on February 17, 2006 and incorporated herein by
      reference).





10.3  Schedule
      of Purchasers who have entered into the Senior Secured Convertible Note and
      Warrant Purchase Agreement filed on Form 8-K on February 17, 2006 and
      incorporated herein by reference (filed on the Company’s Form 10-KSB on March
      31, 2006 and incorporated herein by reference).





10.4  Senior
      Secured Convertible Promissory Note, dated February 17, 2006, by the Company
      in
      favor of Nob Hill Capital Partners, L.P. in the amount of $100,000 (filed on
      Form 8-K on February 17, 2006 and incorporated herein by
      reference).





10.5  Schedule
      of Payees who have entered into a senior secured convertible promissory note
      substantially identical to the Senior Secured Convertible Promissory Note filed
      on Form 8-K on February 17, 2006 and incorporated herein by reference (filed
      on
      the Company’s Form 10-KSB on March 31, 2006 and incorporated herein by
      reference).





10.6  Warrant,
      issued by the Company in favor of Nob Hill Capital Partners, L.P., dated
      February 13, 2006 (filed on Form 8-K on February 17, 2006 and incorporated
      herein by reference).





10.7  Schedule
      of Holders to whom the Company has issued a warrant substantially identical
      to
      the Warrant filed on Form 8-K on February 17, 2006 and incorporated herein
      by
      reference (filed on the Company’s Form 10-KSB on March 31, 2006 and incorporated
      herein by reference).





10.8  Security
      Agreement, dated February 13, 2006, by and between the Company and Nob Hill
      Capital Partners, L.P. (filed on Form 8-K on February 17, 2006 and incorporated
      herein by reference).





10.9  Schedule
      of Secured Parties who have entered into a security agreement substantially
      identical to the Security Agreement filed on Form 8-K on February 17, 2006
      and
      incorporated herein by reference (filed on the Company’s Form 10-KSB on March
      31, 2006 and incorporated herein by reference).





10.10  Non-binding
      letter of intent, entered into on January 10, 2006, pursuant to which the
      Company will acquire a minimum of 95% of the shares of ExaqtWorld S.A.R.L.
      (filed on Form 8-K on January 11, 2006 and incorporated herein by
      reference).





10.11  Letter
      Agreement re: Proposed Admission through an Introduction of LaserLock
      Technologies, Inc. to trading on the London Stock Exchange plc’s AIM, entered
      into on November 2, 2006 by LaserLock Technologies, Inc. and Athanor Capital
      Partners Limited (filed on Form 8-K on November 8, 2006 and incorporated herein
      by reference).





-22-


10.12  First
      Amendment to Senior Secured Promissory Notes dated May 7, 2007 by and among
      LaserLock Technologies, Inc., the Goldberg Family Trust, PFK Acquisition Group
      II, LLC, Howard Goldberg, Real Path, Inc., Robert Schachter Trust, Nob Hill
      Capital Partners, LP, Nob Hill Capital Associates, LP, Nicolette Consulting
      Group Limited, Alfred F. Bracher, III and Lawrence Chimerine (filed on Form
      8-K
      on May 8, 2007 and incorporated herein by reference).





10.13  Standard
      Agreement for Commercialization of IP dated February 28, 2007 by and between
      LaserLock Technologies, Inc. and UTEK International Capital Consulting (filed
      on
      the Company’s Form 10-KSB on April 2, 2007 and incorporated herein by
      reference).





10.14  Letter
      Agreement dated March 9, 2007 by and between LaserLock Technologies, Inc. and
      RCD Technology, Inc. (filed on the Company’s Form 10-KSB on April 2, 2007 and
      incorporated herein by reference).





10.15  Note
      Purchase Agreement, dated May 18, 2007, by and among Laserlock Technologies,
      Inc., Nob Hill Capital Partners, LP and Clydesdale Partners II, LLC (filed
      on
      Form 8-K on May 23, 2007 and incorporated herein by reference).





10.16  Convertible
      Promissory Note dated May 18, 2007 in the principal amount of $140,000 issued
      to
      Nob Hill Capital Partners, LP (filed on Form 8-K on May 23, 2007 and
      incorporated herein by reference).





10.17  Convertible
      Promissory Note dated May 18, 2007 in the principal amount of $110,000 issued
      to
      Clydesdale Partners II, LLC (filed on Form 8-K on May 23, 2007 and incorporated
      herein by reference).





31.1  Certification
      of Chief Executive Officer and principal financial officer pursuant to Section
      302 of the Sarbanes-Oxley Act of 2002 (filed herewith).*





32.1  Certification
      of Chief 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 Chief Executive Officer and principal
      financial officer.


-23-




SIGNATURES





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





LaserLock
                Technologies, Inc.
              (Registrant)Date: August 14, 2007
            By:
            /s/Norman GardnerNorman
                Gardner
              President
                and CEO





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