FORWARD LOOKING STATEMENTS

Certain statements contained in this report that are not historical fact are "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. The words or phrases "will likely result," "are expected to," "will continue," "is anticipated," "believes," "estimates," "projects" or similar expressions are intended to identify these forward-looking statements. These statements are subject to risks and uncertainties beyond our reasonable control that could cause our actual business and results of operations to differ materially from those reflected in our forward-looking statements. The safe harbor provisions provided in the Securities Litigation Reform Act do not apply to forward-looking statements we make in this report. Forward-looking statements are not guarantees of future performance. Factors that may cause actual results to differ materially from those contemplated by our forward-looking statements include the following:

· our limited operating history;

· our ability to successfully compete with other venture capital companies in obtaining attractive portfolio companies;

· general economic or business conditions may be worse than expected

· the performance of our portfolio companies may not achieve projected levels;

· legislative or regulatory changes may adversely affect our business;

· our operating costs may be greater than expected;

· we could lose key personnel, or spend a greater amount of resources attracting, retaining and motivating them than we have projected; and

· our inability to raise additional capital if needed.

We based our forward-looking statements on our current expectations about future events. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee you that these expectations actually will be achieved. We are under no duty to update any of the forward-looking statements after the date of this filing to conform those statements to actual results. In evaluating these statements, you should consider various factors, including the Risk Factors.

Company

Los Angeles Syndicate of Technology, Inc. ("LAST") is a technology incubator located in Santa Monica, California that builds web and mobile technology companies. We develop businesses in digital media, consumer internet, and social networking, and we own six companies at different stages of development.

We supply our companies with the capital to build their initial product, and provide hands-on support services to reduce startup costs and accelerate time to market. Our services include product development and design, corporate formation and structure, and exposure to additional financing. LAST also provides office space, financial and accounting resources, marketing and branding, and legal guidance. By offering these services, we enable our network of entrepreneurs to focus on developing their products. We believe that this structure offers the most value for entrepreneurs and the highest return potential to investors, and results in efficiencies in how companies are built and brought to market.

Our mission is to foster technology innovation in Los Angeles by partnering with the most talented entrepreneurs in southern California and providing them with the capital and tools to bring our ideas to market. Los Angeles has no shortage of entrepreneurs or innovation, but currently lacks the infrastructure, capital and expertise to develop these businesses as efficiently as other markets. LASTis working to change this.

LASToperates as an internally-managed, non-diversified, closed-end investment company that has elected to be treated as a business development company ("BDC") under the Investment Company Act of 1940. From incorporation through December 31, 2010, the Company was taxed as a corporation under Subchapter C of the Internal Revenue Code of 1986, (the "Code"). Effective January 1, 2011, the Company has elected to be treated for tax purposes as a regulated investment company, or RIC, under the Code (see Note 7).

Critical Accounting Policies and Estimates

Management's Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. On an on-going basis, we will evaluate our estimates and judgments, including those related to revenue recognition, valuation of investments in portfolio companies, accrued expenses, financing operations, contingencies and litigation. We will base our estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We became a non-diversified internally managed, closed-end investment company under the Investment Company Act of 1940, as amended, in November 2009. Accordingly, the most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources, such as the investments in portfolio companies. These accounting policies are described at relevant sections in this discussion and analysis and in the "Notes to Financial Statements" included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

Results of Operations

Comparison of the three months ended June 30, 2012 and 2011

Revenues - The Company received $31,500 in management fee revenues from its controlled portfolio companies in 2012, up slightly from $30,000 in 2011. As the Company's group of portfolio companies expands and matures, the Company expects its management fee income from its portfolio companies will increase.

The following table details expenses for the three months ended June 30, 2012:

          Expenses:                                       2012         2011

          Officer and employee compensation            136,620        9,400

          Professional fees                             47,157       19,062

          Rent                                           6,767        6,583

          Office supplies and expenses                     593        1,374

          Other general and administrative expense       7,548       13,089

          Interest expense                                  39            -

          Total expenses                               198,724       49,508

Officer and employee compensation increased in the three months ended June 30, 2012 to $136,620. This increase reflects the Company's initiation of monthly payroll for its executive team and the associated payroll tax expenses in the first quarter of 2012. Professional fees increased in 2012, driven by increases in non-cash consulting expenses, investor relations and public relations expenses, partially offset by declines in audit fees, consulting expenses, and accounting fees. Office supplies and expenses and other general and administrative expense declined in 2012, due primarily to a reduction in travel and entertainment expenses, transfer agent fees and hosting expenses, partially offset by an increase in utilities.

The following table details the net realized and unrealized gains (losses) for the three months ended June 30, 2012 and 2011:

Net realized and unrealized gains (losses):                       2012            2011

Net realized loss on investments, net of income taxes of
none                                                                 -            (393 )

Change in unrealized appreciation (depreciation) of
investments, net of deferred tax of none in 2011 and
2010                                                           278,982         (27,374 )

Net realized and unrealized gains (losses)                     278,982         (27,767 )

In the quarter ended June 30, 2012, the LAST Board of Directors approved the change in valuation method applied to Sanguine from the Asset Approach to the Market Approach, and an increase in the carrying value of Sanguine based on the valuation implied by Sanguine's convertible note issuance in the quarter ended June 30, 2012. Under the Market Approach, our investment in Sanguine is carried at $1,889,764, as opposed to the Asset Approach valuation of $103,998, at June 30, 2012.

As part of the Company's quarterly valuation process, the LAST Board of Directors resolved to write down our investment in Clowd from $2,987,551 to $1,486,375 based on the current estimate of fair market value from prospective investors, in accordance with our valuation policy.

More detail surrounding unrealized appreciation of investments is discussed in Note 3.

Comparison of the six months ended June 30, 2012 and 2011

Revenues - The Company received $42,000 in management fee revenues from its controlled portfolio companies in 2012, down from $57,500 in 2011, and $987 of interest income from convertible notes prior to the conversion of such notes into preferred stock of Virurl, Inc. As the Company's group of portfolio companies expands and matures, the Company expects its management fee income from its portfolio companies will increase and become more consistent.

The following table details expenses for the six months ended June 30, 2012:

Expenses:                                       2012          2011

Officer and employee compensation            273,240        68,400

Professional fees                             80,552        26,248

Rent                                          15,654        13,933

Office supplies and expenses                   5,468         4,216

Other general and administrative expense      27,876        18,834

Interest expense                                  39             -

Total expenses                               402,829       131,631

Officer and employee compensation increased in the six months ended June 30, 2012 to $273,240. This increase reflects the Company's initiation of monthly payroll for its executive team and the associated payroll tax expenses in the first quarter of 2012. Professional fees increased in 2012, driven by increases in non-cash consulting expenses, investor relations and public relations expenses, partially offset by declines in audit fees, consulting expenses, and accounting fees. Office supplies and expenses and other general and administrative expense increased over the amount in 2011, due in part to the increase in meals expense and filing fees, partially offset by declines in travel and transfer agent fees.

The following table details the net realized and unrealized gains (losses) for the six months ended June 30, 2012 and 2011:

Net realized and unrealized gains (losses):                       2012            2011

Net realized loss on investments, net of income taxes of
none                                                                 -            (393 )

Change in unrealized appreciation (depreciation) of
investments, net of deferred tax of none in 2011 and
2010                                                          (991,836 )     2,862,801

Net realized and unrealized gains (losses)                    (991,836 )     2,862,408

On January 9, 2012, we converted $85,000 of advances to one of our portfolio companies, Virurl, Inc., into an $85,000 convertible note carrying an 8% interest rate. On March 2, 2012, Virurl. closed a preferred equity financing transaction with third party investor, whereby Virurl, issued new shares of preferred equity in return for cash proceeds and the conversion of the outstanding convertible notes, including any accrued interest thereon. In connection with this transaction, the Company recorded a $1,263,396 reduction to the carrying value of Virurl.

In the six months ended June 30, 2012, the LAST Board of Directors approved the change in valuation method applied to Sanguine Biosciences, Inc. from the Asset Approach to the Market Approach, and an increase in the carrying value of Sanguine based on the valuation implied by Sanguine's convertible note issuance in the quarter ended June 30, 2012. Under the Market Approach, our investment in Sanguine is carried at $1,889,764, as opposed to the Asset Approach valuation of $103,998, at June 30, 2012.

As part of the Company's quarterly valuation process, the LAST Board of Directors resolved to write down our investment in Clowd, Inc. from $2,987,551 to $1,486,375 based on the current estimate of fair market value from prospective investors, in accordance with our valuation policy.

More detail surrounding unrealized appreciation of investments is discussed in Note 3.

Liquidity and Capital Resources

The Company incurred a loss from operations of $359,842 during the six months ended June 30, 2012.

The Company's sources of cash flow have been from the sale of the Company's restricted common stock, management fees from its portfolio companies and advances from the CEO.

The Company is in process of raising funds through private placements of common stock to meet its operating expense requirements and to meet the initial funding requirements of its controlled portfolio companies. If the Company is unable to continue to raise sufficient capital to meet its operating needs, doubt exists about the Company's ability to continue as a going concern.

Net Asset Value

As a BDC, certain of our activities and disclosures are made in reference to Net Asset Value ("NAV") which is the value of our portfolio assets less debt and preferred stock. This may be viewed, simply and generalized, as the value of our assets available to our common stock holders. As of the date of the financial information in this report, the value of our portfolio of assets including investments and securities in portfolio companies, other assets and cash is $10,960,660 and from this, are subtracted liabilities and debts of $402,611. There are no shares of preferred stock outstanding but the rights of preferred stockholders would be included if there were. The resulting NAV at June 30, 2012 is $10,558,049. The Net Asset Value per Share ("NAV/S") is calculated by dividing the NAV by the number of common shares outstanding (11,886,899). The NAV/S is $0.89.