United
      States Securities and Exchange Commission


Washington,
      D.C. 20549





FORM
      10-KSB/A




(Mark
      One)





x
            ANNUAL
                REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF1934
                for the Fiscal Year ended December 31,
                2005





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
                or
                    Organization)
              (IRS
                  Employer
                  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




State
      Issuer's Revenues for its most recent fiscal year: $209,158. Aggregate market
      value of the voting stock held by non-affiliates of registrant: $2,695,352.04
      on
      June 30, 2006.





As
      of
      June 30, 2006, there were 71,240,506 shares of common stock, par value $0.001
      per share, outstanding.





Transitional
      Small Business Issuer Format  Yes
o No  x










DOCUMENTS
      INCORPORATED BY REFERENCE





None.





EXPLANATORY
      NOTE





This
      10-KSB/A is being filed to amend and restate the following Exhibits to the
      Annual Report of LaserLock Technologies, Inc. (the “Company”) filed on Form
      10-KSB on March 31, 2006:


·
            Exhibit
                10.16 - 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.  ·
            Exhibit
                10.18 - 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.  ·
            Exhibit
                10.20 - 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.  ·
            Exhibit
                10.22 - Schedule of Secured Parties who have entered into a security
                agreement identical to the Security Agreement filed on Form 8-K on
                February 17, 2006 and incorporated herein by
                reference.  Each
      of
      the Exhibits listed above is being amended to reflect the completion on or
      about
      August 10, 2006 of the private placement by the Company to certain of the
      Company’s shareholders and other accredited investors of an aggregate of
      $800,000 principal amount of 10% senior secured convertible promissory notes
      due
      twelve months from the date of issue and issuance of 10-year warrants
      exercisable into the Company’s shares at an exercise price of $0.01 per share.
      In addition, certain information included in each of the Exhibits was restated
      to reflect the Company’s deferred acceptance of the sale of $100,000 of notes
      and issuance of 1,000,000 warrants in the private placement.





Item
      13 -
      Exhibits, Financial Statements, Schedules and Reports on Form 8-K





Exhibits:





3.1  Amended
      and Restated Articles of Incorporation of the Company dated December 17, 2003
      (filed with the Company's Annual Report on Form 10-KSB on March 30, 2004 and
      incorporated herein by reference).





3.2  Amended
      and Restated Bylaws of the Company dated December 17, 2003 (filed with the
      Company's Annual Report on Form 10-KSB on March 30, 2004 and incorporated herein
      by reference).





10.1  Employment
      Agreement by and between the Company and Norman Gardner dated November 5, 2003
      (filed with the Company's Annual Report on Form 10-KSB on March 30, 2004 and
      incorporated herein by reference).





10.2  Engagement
      Agreement by and between the Company and Howard Goldberg dated October 8, 2003
      (filed with the Company's Annual Report on Form 10-KSB on March 30, 2004 and
      incorporated herein by reference)





10.3  Engagement
      Agreement by and between the Company and Harvey Goldberg dated October 29,
      2003
      (filed with the Company's Annual Report on Form 10-KSB on March 30, 2004 and
      incorporated herein by reference)





10.4  License
      Agreement by and between The Bud Jones Company, Inc. and Bourgogne et Grasset
      and the Company dated October 15, 2001 (filed with the Company's Annual Report
      on Form 10-KSB on March 30, 2004 and incorporated herein by
      reference).










10.5  Marketing
      and Supply Agreement between Translucent Technologies, LLC and the Company
      dated
      October 2002 (filed with the Company's Annual Report on Form 10-KSB on March
      30,
      2004 and incorporated herein by reference).





10.6  License
      Agreement regarding the use of the Company's technology with plastic playing
      cards between the Company 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).





10.7  Advertising
      and Promotions Agreement, dated June 17, 2003 by and between the Company and
      GMR
      Marketing, Inc. (filed with the Company's Quarterly Report on Form 10-QSB on
      November 14, 2003 and incorporated herein by reference).





10.8  Stock
      Loan Agreement by and among Norman Gardner, Californian Securities, SA and
      Pacific Continental Securities (UK) Nominees Limited and the Company (filed
      with
      the Company's Quarterly Report on Form 10-QSB on November 14, 2003 and
      incorporated herein by reference





10.9  Regulations
      S Stock Purchase Agreement, dated May 2, 2003, by and between the Company and
      Californian Securities, S.A. (filed with the Company's Quarterly Report on
      Form
      10-QSB on August 14, 2003 and incorporated herein by reference).





10.10  Bridge
      Loan Commitment Letter, dated May 2, 2003 from LaRoch Limited to the Company
      (filed with the Company's Quarterly Report on Form 10-QSB on August 14, 2003
      and
      incorporated herein by reference).





10.11  Demand
      Promissory Note dated May 2, 2003 from the Company, as Maker, to LaRoch Limited,
      as Payee (filed with the Company's Quarterly Report on Form 10-QSB on August
      14,
      2003 and incorporated herein by reference).





10.12  Amendment
      to Regulation S Stock Purchase Agreement by and between the Company and
      Californian Securities, S.A., dated October 15, 2003 (filed with the Company's
      Quarterly Report on Form 10-QSB on November 14, 2003 and incorporated herein
      by
      reference).





10.13  License
      Agreement by and between NoCopi Technologies, Inc. and LL Security Products,
      Inc. dated September 20, 2001 (filed with the Company's Annual Report on Form
      10-KSB on March 30, 2004 and incorporated herein by reference).





10.14  Regulations
      S Stock Purchase Agreement, dated March 10, 2004, by and between the Company
      and
      California Securities, S.A. (filed with the Company's Quarterly Report on Form
      10-QSB on May 17, 2004 and incorporated herein by reference).





10.15  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).





10.16  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.





10.17  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).





10.18  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.





10.19  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).


3


10.20  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.





10.21  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).





10.22  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.





10.23  Grant
      of
      3,000,000 shares of the Company to Norman A. Gardner on January 3, 2006 in
      consideration for services provided to the Company (Filed on Form 8-K on January
      18, 2006 and incorporated herein by reference).





10.24  Non-binder
      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).





17.1  Director
      resignation letter from Joel A. Pinsky, dated December 23, 2003 (filed with
      the
      Company's Annual Report on Form 10-KSB on March 30, 2004 and incorporated herein
      by reference).





17.2  Director
      resignation of Julius Goldfinger, dated September 30, 2005 (Filed on Form 8-K
      on
      October 3, 2005 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.





32.1  Certification
      of Chief Executive Officer and principal financial officer pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002.





99.1  LaserLock
      Technologies, Inc. 2003 Stock Option Plan adopted on December 19, 2003 (filed
      with the Company's Annual Report on Form 10-KSB on March 30, 2004 and
      incorporated herein by reference).




4




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, 2006
            By:
            /s/
              Norman GardnerNorman
              GardnerPresident and CEO












EXHIBIT
      LIST





3.1  Amended
      and Restated Articles of Incorporation of the Company dated December 17, 2003
      (filed with the Company's Annual Report on Form 10-KSB on March 30, 2004 and
      incorporated herein by reference).





3.2  Amended
      and Restated Bylaws of the Company dated December 17, 2003 (filed with the
      Company's Annual Report on Form 10-KSB on March 30, 2004 and incorporated herein
      by reference).





10.1  Employment
      Agreement by and between the Company and Norman Gardner dated November 5, 2003
      (filed with the Company's Annual Report on Form 10-KSB on March 30, 2004 and
      incorporated herein by reference).





10.2  Engagement
      Agreement by and between the Company and Howard Goldberg dated October 8, 2003
      (filed with the Company's Annual Report on Form 10-KSB on March 30, 2004 and
      incorporated herein by reference)





10.3  Engagement
      Agreement by and between the Company and Harvey Goldberg dated October 29,
      2003
      (filed with the Company's Annual Report on Form 10-KSB on March 30, 2004 and
      incorporated herein by reference)





10.4  License
      Agreement by and between The Bud Jones Company, Inc. and Bourgogne et Grasset
      and the Company dated October 15, 2001 (filed with the Company's Annual Report
      on Form 10-KSB on March 30, 2004 and incorporated herein by
      reference).





10.5  Marketing
      and Supply Agreement between Translucent Technologies, LLC and the Company
      dated
      October 2002 (filed with the Company's Annual Report on Form 10-KSB on March
      30,
      2004 and incorporated herein by reference).





10.6  License
      Agreement regarding the use of the Company's technology with plastic playing
      cards between the Company 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).





10.7  Advertising
      and Promotions Agreement, dated June 17, 2003 by and between the Company and
      GMR
      Marketing, Inc. (filed with the Company's Quarterly Report on Form 10-QSB on
      November 14, 2003 and incorporated herein by reference).





10.8  Stock
      Loan Agreement by and among Norman Gardner, Californian Securities, SA and
      Pacific Continental Securities (UK) Nominees Limited and the Company (filed
      with
      the Company's Quarterly Report on Form 10-QSB on November 14, 2003 and
      incorporated herein by reference





10.9  Regulations
      S Stock Purchase Agreement, dated May 2, 2003, by and between the Company and
      Californian Securities, S.A. (filed with the Company's Quarterly Report on
      Form
      10-QSB on August 14, 2003 and incorporated herein by reference).





10.10  Bridge
      Loan Commitment Letter, dated May 2, 2003 from LaRoch Limited to the Company
      (filed with the Company's Quarterly Report on Form 10-QSB on August 14, 2003
      and
      incorporated herein by reference).





10.11  Demand
      Promissory Note dated May 2, 2003 from the Company, as Maker, to LaRoch Limited,
      as Payee (filed with the Company's Quarterly Report on Form 10-QSB on August
      14,
      2003 and incorporated herein by reference).





10.12  Amendment
      to Regulation S Stock Purchase Agreement by and between the Company and
      Californian Securities, S.A., dated October 15, 2003 (filed with the Company's
      Quarterly Report on Form 10-QSB on November 14, 2003 and incorporated herein
      by
      reference).










10.13  License
      Agreement by and between NoCopi Technologies, Inc. and LL Security Products,
      Inc. dated September 20, 2001 (filed with the Company's Annual Report on Form
      10-KSB on March 30, 2004 and incorporated herein by reference).





10.14  Regulations
      S Stock Purchase Agreement, dated March 10, 2004, by and between the Company
      and
      California Securities, S.A. (filed with the Company's Quarterly Report on Form
      10-QSB on May 17, 2004 and incorporated herein by reference).





10.15  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).





10.16  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.





10.17  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).





10.18  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.





10.19  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).





10.20  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.





10.21  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).





10.22  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.





10.23  Grant
      of
      3,000,000 shares of the Company to Norman A. Gardner on January 3, 2006 in
      consideration for services provided to the Company (Filed on Form 8-K on January
      18, 2006 and incorporated herein by reference).





10.24  Non-binder
      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).





17.1  Director
      resignation letter from Joel A. Pinsky, dated December 23, 2003 (filed with
      the
      Company's Annual Report on Form 10-KSB on March 30, 2004 and incorporated herein
      by reference).





17.2  Director
      resignation of Julius Goldfinger, dated September 30, 2005 (Filed on Form 8-K
      on
      October 3, 2005 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.





32.1  Certification
      of Chief Executive Officer and principal financial officer pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002.




99.1  LaserLock
      Technologies, Inc. 2003 Stock Option Plan adopted on December 19, 2003 (filed
      with the Company's Annual Report on Form 10-KSB on March 30, 2004 and
      incorporated herein by reference).