EXHIBIT  4.2

                                  UNITED  STATES

                       SECURITIES  AND  EXCHANGE  COMMISSION

                             WASHINGTON,  D.C.  20549


                                    FORM  8-K

                                 CURRENT  REPORT
                     PURSUANT  TO  SECTION  13  OR  15(D)  OF  THE
                         SECURITIES  EXCHANGE  ACT  OF  1934


       Date  of  report  (Date  of  earliest  event  reported):  August 20, 2003


                            SECURITY  BIOMETRICS,  INC.
               (Exact  Name  Of  Registrant  As  Specified  In  Charter)


          NEVADA                      0-30711                    98-0209119
(State  Or  Other  Jurisdiction        (Commission                (Irs  Employer
    Of  Incorporation)             File  Number)            Identification  No.)


                          1410-1030  WEST  GEORGIA  STREET
                   VANCOUVER,  BRITISH  COLUMBIA,  CANADA  V6E  2Y3
                                 (604)  609-7749

    (Address  And  Telephone Number Of Registrant's Principal Executive Offices)


ITEM  2.  ACQUISITION  OR  DISPOSITION  OF  ASSETS.

     Security Biometrics, Inc. (the "Company") has entered into a Stock And Note
Transfer  Agreement  (the  "Transfer  Agreement")  with  Pan Pacifica Ltd. ("Pan
Pacifica").  Pursuant  to  the  Transfer  Agreement,  effective as of August 20,
2003,  the Company transferred to Pan Pacifica (i) all of the outstanding shares
of  Datadesk  Technologies,  Inc.  ("Datadesk"),  previously  a  wholly-owned
subsidiary  of  the  Company,  and (ii) a promissory note payable to the Company
made  by  Datadesk  in  the  principal  amount  of $1,000,000, together with the
related  security  interest  in  the  assets  of  Datadesk.

     The  Transfer  Agreement  was entered into simultaneously with a settlement
agreement between the Company and Robert Solomon, the Company's Chief Technology
Officer  from  June 28, 2002 through June 24, 2003. Mr Solomon was the president
of  Datadesk  and  its  largest  shareholder until the June 28, 2002 merger of a
wholly-owned subsidiary of the Company with and into Datadesk, pursuant to which
Datadesk  became  a  wholly-owned  subsidiary  of  the  Company.

     The  transfers  to  Pan  Pacifica  pursuant  to the Transfer Agreement were
partial  consideration for the release by Mr. Solomon of the Company and certain
other related parties from any claims that Mr. Solomon may have had against them
as  of  the  date of the settlement agreement. The Company also released Solomon
from  any  claims  it  may have had against him as of the date of the settlement
agreement.  In  connection  with the settlement, the Company also transferred to
Pan  Pacifica  immediately  available  funds in the amount of $151,019.94, to be
used  as  working  capital  by  Pan  Pacifica.


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                                   SIGNATURES

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.

                                              SECURITY  BIOMETRICS,  INC.




Date:  September  4,  2003                    By:     /s/  Michel  Berty
                                                      ------------------
                                              Michel  Berty
                                              Chief  Executive  Officer

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