UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



FORM
10-K/A

(Amendment
No.1)



(Mark
One)



☒
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended June 30, 2018



☐    TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the transition period from __ to_______________________________



Commission
File Number: 000-54853



|SMARTMETRIC,
    INC                                      
|----------------------------------------------------------
|(Exact
    name of registrant as specified in its charter)



|Nevada                                                   |  | 05-0543557                              
|-------------------------------------------------------- |  | ----------------------------------------
|(State or other jurisdiction
    of                      |  | (I.R.S. Employer
    identification No.)
|incorporation or
    organization)                       |  |                                         
|                                                         |  |                                         
|3960
    Howard Hughes Parkway, Suite 500, Las Vegas, NV |  | 89109                                   
|(Address of principal
    executive offices)             |  | (Zip Code)                              
|                                                         |  |                                         
|Registrant’s
    telephone number, including area code   |  | (702) 990-3687                          



Securities
registered pursuant to Section 12(b) of the Act:



|Title
    of each class | Trading
    Symbol(s) | Name
    of each exchange on which registered
|----------------------- | --------------------- | ---------------------------------------------
|None                    | None                  | None                                         



Securities
registered pursuant to section 12(g) of the Act: Common Stock, par value $0.001 per share



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☐  Yes  ☒  No



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  ☐  Yes  ☒  No



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 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

☒
  Yes  ☐  No



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files).

☒
  Yes  ☐  No



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☐



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



|Large accelerated filer  ☐ |  | Accelerated filer  ☐        
|-------------------------- |  | ----------------------------
|Non-accelerated filer  ☒   |  | Smaller reporting company  ☒



Emerging
growth company  ☐



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

☐  Yes  ☒  No



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transaction period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. { }















The
aggregate market value of the voting and non-voting common equity held by non-affiliates was $9,598,786.14 computed by reference
to the closing price of the registrant’s common stock as quoted on the OTCQB maintained by OTC Markets, Inc. on June 30,
2018 (which was $0.06 per share). For purposes of the above statement only, all directors, executive officers and 10% shareholders
are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other
purpose.



As
of October 2, 2018, there were 254,650,085 shares of common stock, par value $0.001 issued and outstanding.



EXPLANATORY
NOTE



This
Amendment No. 1 on Form 10-K/A (“Form 10-K/A”) to our Annual Report on Form 10-K for the year
ended June 30, 2018, initially filed with the Securities and Exchange Commission on October 12, 2018 (the “Original Filing”),
is being filed solely to revise Part II, Item 9A. “Controls and Procedures” in response to comments received
from the staff of the Securities and Exchange Commission’s Division of Corporation Finance. This Form 10-K/A amends and
restates in its entirety Part II, Item 9A of the Original Filing. Except as stated above, this Form 10-K/A does not
reflect events occurring after the Original Filing and does not modify or update in any way the disclosures contained in the Original
Filing. Accordingly, this Form 10-K/A should be read in conjunction with the Original Filing.



As
required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer
and principal financial officer are filed as exhibits to this Amendment under Item 15 of Part IV hereof.













|Item 9A. | Controls
    and Procedures
|-------- | ---------------------------



Evaluation
of Disclosure Controls and Procedures



We
maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports,
filed under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our
chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no
matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control
objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating
the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based
in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed
in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes
in conditions or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in
a cost-effective control system, misstatements due to error or fraud may occur and not be detected.



As
required by the SEC Rules 13a-15(b) and 15d-15(b), we carried out an evaluation under the supervision and with the participation
of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design
and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing,
our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not
effective at the reasonable assurance level due to the material weaknesses described below.



Management’s
Annual Report on Internal Control Over Financial Reporting.



The
management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”)
for the Company. Our internal control system was designed to, in general, provide reasonable assurance to the Company’s
management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.



Our
management assessed the effectiveness of the Company’s internal control over financial reporting as of June 30, 2018. The
framework used by management in making that assessment was the criteria set forth in the document entitled “2013 Internal
Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based
on that assessment, management concluded that, during the period covered by this report, such internal controls and procedures
were not effective as of June 30, 2018 and that material weaknesses in ICFR existed as more fully described below.



A
material weakness is a deficiency, or a combination of deficiencies, within the meaning of Public Company Accounting Oversight
Board (“PCAOB”) Auditing Standard AS 2201, in internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or
detected on a timely basis. Management has identified the material weaknesses described below which have caused management to
conclude that as of June 30, 2018 our internal controls over financial reporting were not effective at the reasonable assurance
level.



Due
to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible.
However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions are being
performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties in all of our
financially significant processes and have concluded that this control deficiency represented a material weakness. We plan to
remediate this weakness over the next 12 months.



Notwithstanding
the assessment that our ICFR was not effective and that there are material weaknesses as identified herein, we believe that our
consolidated financial statements contained in this Annual Report fairly present our financial position, results of operations
and cash flows for the years covered thereby in all material respects.













This
Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal
control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public
accounting firm as we are a smaller reporting company and are not required to provide the report.



Changes
in Internal Controls



During
the fiscal year ended June 30, 2018, there have been no changes in our internal control over financial reporting that have materially
affected or are reasonably likely to materially affect our internal controls over financial reporting



INDEX
TO EXHIBITS



|        |  |                                                                                                                                                                      |             |   |           |  |                           |  |         |  |          |  |            
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------- | - | --------- |  | ------------------------- |  | ------- |  | -------- |  | -----------
|        |  |                                                                                                                                                                      |             |   |           |  | Incorporated by Reference
|        |  |                                                                                                                                                                      |             |   | Filed/    |  |                           |  |         |  |          |  |            
|Exhibit |  |                                                                                                                                                                      |             |   | Furnished |  |                           |  | Exhibit |  |          |  |            
|No.     |  |                                                                                                                                                                      | Description |   | Herewith  |  | Form                      |  | No.     |  | File No. |  | Filing Date
|        |  |                                                                                                                                                                      |             |   |           |  |                           |  |         |  |          | 
|31.1    |  | Certification of Chief Executive Officer and President Pursuant to Exchange Act Rule 13a-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |             | * |           |  |                           |  |         |  |          | 
|31.2    |  | Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002               |             | * |           |  |                           |  |         |  |          | 
|        |  |                                                                                                                                                                      |             |   |           |  |                           |  |         |  |          | 
|32.1    |  | Certification of Chief Executive Officer and President Pursuant to 18 U.S.C Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002       |             | * |           |  |                           |  |         |  |          | 
|32.2    |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                     |             | * |           |  |                           |  |         |  |          | 















SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.



|                   | SMARTMETRIC,
        INC.
|------------------ | -------------------------
|                   |                          
|Date: May 24, 2019 | By:                      
|                   |                          
|                   |                          



Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.



|Name                   |  | Title                                                                                 |  | Date            
|---------------------- |  | ------------------------------------------------------------------------------------- |  | ----------------
|/s/
    Chaya Hendrick |  | Chief Executive
    Officer and Director (principal executive officer)                |  | May
    24, 2019
|Chaya Hendrick         |  |                                                                                       |  |                 
|                       |  |                                                                                       |  |                 
|/s/
    Jay Needelman  |  | Chief Financial
    Officer (principal financial and accounting officer) and Director |  | May
    24, 2019
|Jay Needelman          |  |                                                                                       |  |                 
|                       |  |                                                                                       |  |                 
|/s/ Elizabeth
    Ryba |  | Director                                                                              |  | May 24, 2019    
|Elizabeth Ryba         |  |                                                                                       |  |