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, 2017



☐  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 under Section 12(b) of the Exchange Act: None



|Title
    of each class |  | Name
    of each exchange on which registered
|----------------------- |  | ---------------------------------------------
|N/A                     |  | N/A                                          



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 and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted 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 and post 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” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.



|Large
    accelerated filer  ☐                                             |  | Accelerated
    filer ☐         
|-------------------------------------------------------------------------- |  | --------------------------------
|Non-accelerated
    filer  ☐ (Do not check if a smaller reporting company) |  | Smaller
    reporting company  ☒



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

☐  Yes  ☒  No



The
aggregate market value of the voting and non-voting common equity held by non-affiliates was $9,845,641.47 computed by reference
to the closing price of the registrant’s common stock as quoted on the OTCQB maintained by OTC Markets, Inc. on December
29, 2016 (which was $0.07 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 September 27, 2017, there are presently 234,795,663 shares of common stock, par value $0.001 issued and outstanding.



DOCUMENTS
INCORPORATED BY REFERENCE



None.



EXPLANATORY
NOTE



This
Amendment No. 1 on Form 10-K/A amends the SmartMetric, Inc. (“Company”) Annual Report on form 10-K for the fiscal
year ending June 30, 2017, as filed with the Securities and Exchange Commission (“SEC”) on October 13, 2017 (the “Original
Filing”). We are filing this Amendment No. 1 to include the information required by Part III of Form 10-K that was not included
in the Original Filing, as the Company will not be filing a definitive proxy statement within 120 days after the end of our fiscal
year ended June 30, 2017. As required by Rule 12b-15 under the Securities Exchange Act of 1934, new certificates of our principal
executive officer and principal financial officer are being filed as exhibits to this Amendment No.1 on Form 10-K/A.



Except
as described above, no other changes have been made to the Original Filing. The Company has not updated the disclosures contained
therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing. Accordingly, this Amendment
No.1 should be read in conjunction with the Company’s filings with the SEC subsequent to the date of the Original Filing.











TABLE
OF CONTENTS





|             |                                                                                                    |  | Page
|------------ | -------------------------------------------------------------------------------------------------- |  | ----
|             |                                                                                                    |  |     
|             | PART
    III                                                                                       |  |     
|             |                                                                                                    |  |     
|Item
    10. | DIRECTORS,
    EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE                                        |  | 3   
|Item
    11. | EXECUTIVE
    COMPENSATION                                                                         |  | 4   
|Item
    12. | SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |  | 7   
|Item
    13. | CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                      |  | 8   
|Item
    14. | PRINCIPAL
    ACCOUNTING FEES AND SERVICES                                                         |  | 9   
|             |                                                                                                    |  |     
|             | PART
    IV                                                                                        |  |     
|             |                                                                                                    |  |     
|Item
    15. | EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES                                                        |  | 10  





2







PART
III



Item
10.  Directors, Executive Officers and Corporate Governance



The
following table sets forth the names and ages of the members of our Board of Directors and our executive officers and the positions
held by each.  Each member of the Board of Directors serves for a term of one year, or until his or her successor has
been duly elected and has been qualified. Each of our officers serve until they are replaced by the Board of Directors.



|Name                  |  | Age |    | Position
    with the Company
|--------------------- |  | --- | -- | -----------------------------
|Chaya Hendrick        |  |     | 61 |                              
|Jay M. Needelman, CPA |  |     | 49 |                              
|Elizabeth Ryba        |  |     | 66 |                              



CHAYA
HENDRICK,age 61, has been President, Chief Executive Officer and Chair of the Board of Directors of SmartMetric since the
Company’s inception in 2002.  C. Hendrick prevously served as President and CEO of Smart Micro Chip, Inc., an
Australian corporation from 2000 to 2002. From 1999 to 2001, C. Hendrick was President and Chief Executive Officer of Smarticom
Inc. and Fast Econ, Inc., Australian corporations. From 1994 to 1998, C. Hendrick served as executive officer of Applied Computing
Science (Australia), an Australian company involved in e-commerce systems, research and development. C. Hendrick attended Dandenong
College in Australia. In evaluating C. Hendrick’s specific experience, qualifications, attributes and skills in connection
with appointment to our board, we took into account her knowledge of our technologies and past experiences working with companies
in our competitive fields, and strong business development background and her past experience and relationships in technology
companies.



JAY
M.  NEEDELMAN, CPA, age 49, has been the Chief Financial Officer for SmartMetric since July 2004 and a director
of SmartMetric since 2004.  Mr. Needelman has over 25 years of experience in public accounting.  A 1991 graduate
of Florida State University in Tallahassee, Fl, Mr. Needelman began his career in public accounting in Miami, FL, in 1991.  After
working for two different firms, Mr. Needelman founded his own firm in late 1992. In evaluating Jay Needelman’s specific
experience, qualifications, attributes and skills in connection with appointment to our board, we took into account his knowledge
of our financial and corporate history and past experiences working with companies of our size, as well as experience in public
company accounting and finance.



ELIZABETH
RYBA, age 66, has been a director of SmartMetric since April 5, 2006. Ms. Ryba has over 19 years of experience in the credit
card industry. She was a promotion director at Hearst Publishing from 2002 through 2005. Between 2001 and 2004, Ms. Ryba was a
consultant at Stratus Rewards Credit Cards where she launched a Visa Luxury credit card where points were redeemable on private
jets. Between 2000 and 2001, Ms. Ryba worked as a Marketing Consultant for SpaFinder. In 1991 through 1999 Ms. Ryba worked at
Master Card where she launched a SmartCard in Australia Ms. Ryba received her M.S. in Marketing from the University of Illinois,
and her B.A. in English from the State University of New York at Stony Brook. In evaluating Elizabeth Ryba’s specific experience,
qualifications, attributes and skills in connection with appointment to our board, we took into account Ryba’s knowledge
of our industry and competitive companies, past experiences working with companies in the credit card industry, and relationships
with credit card companies.



Family
Relationships



There
are no family relationships among officers or directors of the Company.



Committees
of the Board



Our
board of directors does not currently have any committees and as such the Board as a whole carries out the functions of audit,
nominating and compensation committees due to our limited size, resources and due to the fact that we only have only one full
time employee.  The board of directors has determined that the functions of such committees will be undertaken by the
entire board.





3







Audit
Committee



We
currently do not have an acting audit committee, and our Board of Directors currently acts as our audit committee.



Audit
Committee Financial Expert



We
do not have an audit committee and thus do not have an audit committee financial expert.



Director
Independence



For
purposes of determining independence, we have adopted the definition of “independence” contained in the NASDAQ Market
Place Rules.  Pursuant to the definition, the company has determined that Elizabeth Ryba qualifies as independent.



Code
of Ethics



The
Company has adopted a Code of Ethics that applies to its Chief Executive Officer and Chief Financial Officer. A copy of the Company’s
code of ethics is available to any person without charge upon written request to the Company at SmartMetric, Inc., 3960 Howard
Hughes Parkway, Suite 500, Las Vegas, NV, 89109. Attn: Secretary.



Compliance
with Section 16(a) of the Securities Act of 1934



Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more
than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements
of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and
other equity securities, on Form 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are
required by the Securities and Exchange Commission regulations to furnish our company with copies of all Section 16(a) reports
they file.



Based
solely on our review of the copies of such reports received by us, and on written representations by our officers and directors
regarding their compliance with the applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that,
with respect to the fiscal year ended June 30, 2017, there were no failures to file such forms in a timely fashion.



Item
11.  Executive Compensation.



Summary
Compensation Table



The
table below sets forth, for the fiscal years ended June 30, 2017 and 2016, the compensation earned by each person acting as our
Chief Executive Officer and Chief Financial Officer. The Company’s only employee is our Chief Executive Officer.





4







|Name and Principal Position                                                    |  | Fiscal Year Ended |      |  | Salary ($) |   |        | Bonus 
    ($) |  |  | Stock Awards ($) |  |  | Option Awards
    ($) |     |  | Non-equity Incentive Plan
    Compensation ($) |  |     | Nonqualified Deferred
    Compensation Earnings ($) |  |  | All Other Compensation
($) |  |  | Total ($) |    
|------------------------------------------------------------------------------ |  | ----------------- | ---- |  | ---------- | - | ------ | -------------- |  |  | ---------------- |  |  | --------------------- | --- |  | ---------------------------------------------- |  | --- | --------------------------------------------------- |  |  | -------------------------- |  |  | --------- | ---
|C. Hendrick (President, Chief Executive Officer, Chairman of
    the Board (1) |  |                   | 2017 |  |            | $ | 63,333 | (2)            |  |  | -0-              |  |  |                       | -0- |  |                                                |  | -0- |                                                     |  |  | -0-                        |  |  |           | -0-
|C. Hendrick (President, Chief Executive Officer, Chairman of the
    Board (1) |  |                   | 2016 |  |            | $ | 63,333 | (3)            |  |  | -0-              |  |  |                       | -0- |  |                                                |  | -0- |                                                     |  |  | -0-                        |  |  |           | -0-
|                                                                               |  |                   |      |  |            |   |        |                |  |  |                  |  |  |                       |     |  |                                                |  |     |                                                     |  |  |                            |  |  |           |    
|Jay Needelman (Chief and Principal Financial Officer, Director)
    (2)        |  |                   | 2017 |  |            | $ | 15,000 |                |  |  | -0-              |  |  |                       | -0- |  |                                                |  | -0- |                                                     |  |  | -0-                        |  |  |           | -0-
|Jay Needelman (Chief and Principal Financial Officer, Director)
    (6)        |  |                   | 2016 |  |            | $ | 15,000 |                |  |  | -0-              |  |  |                       | -0- |  |                                                |  | -0- |                                                     |  |  | -0-                        |  |  |           | -0-





|(1) | C. Hendrick has been President, Chief Executive Officer and director of the Company since inception. Compensation
Table does not include the issuance of 200,000 shares of Series B Preferred Stock issued pursuant to an addendum to Chaya Hendrick’s
employment agreement entered into on 9/30/2015. Each share of Series B Preferred Stock is convertible into 50 shares of Common
Stock. C. Hendrick also has a car allowance in her employment agreement which Executive has forgone for the years ended June
30, 2017 and 2016.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(2) | The Company paid Chaya Hendrick $63,333 for
    the year ended June 30, 2017 out of her total aggregate salary of $190,000, with the remainder being accrued but unpaid. As
    of June 30, 2017, the Company has accrued $520,848 of unpaid salary, which includes previously accrued but unpaid salary for
    periods not covered under this Summary Compensation Table.                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(3) | The Company paid Chaya Hendrick $63,333 for the year ended June 30, 2016 out of her total aggregate
salary of $190,000, with the remainder being accrued but unpaid. As of June 30, 2016, the Company has accrued $394,181 of unpaid
salary, which includes previously accrued but unpaid salary for periods not covered under this Summary Compensation Table.                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(4) | Includes $126,667 in accrued but unpaid salary
    for the year end June 30, 2017. As of June 30, 2017, the Company has accrued $520,848 of unpaid salary, which includes previously
    accrued but unpaid salary for periods not covered under this Summary Compensation Table.                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(5) | Includes $126,667 in accrued but unpaid salary for the year end June 30, 2016. As of June 30, 2016,
the Company has accrued $394,181 of unpaid salary, which includes previously accrued but unpaid salary for periods not covered
under this Summary Compensation Table.                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(6) | Jay Needelman has
    served as our outside Chief Financial Officer since 2007.  Jay Needelman receives annual compensation of $15,000
    for his services as Chief Financial Officer.                                                                                                                                                                                                                                                                                                                                              





Outstanding
Equity Awards at Fiscal Year End



None.





5







Chaya
Hendrick Employment



Previous
Employment Agreement



On
July 1, 2012, the Company entered into an employment agreement (the “Prior Agreement”) with C. Hendrick, the Company’s
Chief Executive Officer (“Executive”) that expired on July 1, 2017. Pursuant to the Prior Agreement, Executive received
an annual base salary of $190,000 per year. Executive was also entitled to receive a management fee equal to $50,000 per year
beginning with the Company’s fiscal year ended June 30, 2012 and each fiscal year thereafter during the term of the Agreement
provided that the Company has manufactured its first product. This fee was to increase by 25% per annum at the conclusion of each
calendar year and was based on the continued manufacturing and sales of products by the Company. As of the end of the term of
the Prior Agreement, no compensation was paid pursuant to this management fee.



Executive
was also entitled to participate in any and all benefit plans, from time to time, in effect for senior management, along with
vacation, sick and holiday pay in accordance with the Company’s policies established and in effect from time to time. The
Company also provided Executive with the use of an automobile of Executive’s choice at a purchase price not to exceed $60,000.
Executive’s employment with the Company was subject to termination at any time, with cause, as such terms are defined in
the Prior Agreement.



Severance



The
Prior Agreement may be terminated on 30 days notice by Executive but may only be terminated by the Company for “cause.”
In the event that Executive’s employment was terminated by the Company, Company was obligated to pay to Executive an amount
equal to $350,000 plus salary remaining on the term of the Prior Agreement.



Addendum
to Prior Agreement



On
September 30, 2015, the Company and Executive entered into an Addendum to the Agreement (the “Addendum”) pursuant
to which in consideration for the issuance of 200,000 shares of the Company’s series B preferred stock (“Series B
Shares”), the Executive granted the Company the first right to purchase or license any patents (the “Patent Option”)
relating to “Smartcards” which the Executive (i) shall apply for with the relevant patent authorities during the term
of the Agreement, and (ii) are currently applied for with the relevant patent authorities or pending as of the date of the Prior
Agreement (the “Patent Rights”). In exchange for the Patent Option the Company agrees, during the term of the Prior
Agreement, to pay for any fees and/or expenses related to the application for the Executive’s Patent Rights with the relevant
patent authorities, including, but not limited to, legal or filing fees. If, upon the Company’s receipt of notice of any
Patent Rights of the Executive’s in writing (“Patent Notification”) the parties fail to successfully negotiate
and execute a purchase or license agreement as it relates to the Patent Right that is the subject of such Patent Notification
within 60 calendar days of the receipt of such Patent Notification, the Executive shall be permitted to retain or transfer the
Patent Rights to a third party without any subsequent notice to the Company.



Amended
and Restated Employment Agreement



On
July 1, 2017, the Company and Executive entered into an amended and restated employment agreement (“Agreement”) with
a duration of sixty (60) months. Pursuant to the Agreement, Executive shall receive (i) an annual base salary of $190,000, subject
to adjustment at the end of each fiscal year at the discretion of the board of directors, with a minimum increase of 10% per annum
for the duration of the term, (ii) an incentive management fee equal to $50,000 upon the Company manufacturing its first product,
which shall increase by 25% per annum and based on the continued manufacturing and sales of products by our Company.



Additionally,
Executive shall maintain certain rights to initiate, write, invent and / or create inventions separate from SmartMetric, Inc.
and to retain the intellectual property rights of such patents, inventions or new products.



Severance



The Agreement may be terminated on 30 days notice
by Executive but may only be terminated by the Company for “cause.” In the event that Executive’s employment
is terminated by the Company for such “cause,” the Company is obligated to pay to Executive an amount equal to $350,000
plus the remaining salary on the term of the Agreement.





6







Jay
Needelman Contract



We
currently have an agreement with Jay Needelman, our outside Chief Financial Officer, whereby we pay Mr. Needelman an annual fee
of $15,000 for his services, payable quarterly.



Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.



The
following table sets forth certain information, as of September 27, 2017, with respect to the beneficial ownership of
the outstanding common stock by (i) any holder of more than five (5%) percent; (ii) each of the Company’s
executive officers and directors; and (iii) the Company’s directors and executive officers as a group. Except as otherwise
indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially
owned.



Amount
and Nature of Beneficial Ownership



|Title
    of Class | Name and Address of 
    Beneficial Owner                                         |  | Director/Officer                                                 |  | Number of 
    Shares 
    of Common 
    Stock (1) |            |     | Percentage 
    of Class (1) | 
|------------------ | --------------------------------------------------------------------------------- |  | ---------------------------------------------------------------- |  | --------------------------------------------------- | ---------- | --- | ---------------------------- | 
|                   | Directors
    and Executive Officers                                              |  |                                                                  |  |                                                     |            |     |                              | 
|                   |                                                                                   |  |                                                                  |  |                                                     |            |     |                              | 
|Common Stock       | C. Hendrick (2) 
    145 East Harmon Avenue, Unit 19620 
    Las Vegas, NV 89109  |  | Chief Executive Officer, 
    Chairman of the Board of Directors |  |                                                     | 89,127,778 | (2) |                              | 
|                   |                                                                                   |  |                                                                  |  |                                                     |            |     |                              | 
|Common Stock       | Jay
Needelman, CPA
        520
West 47th Street
        Miami
Beach, FL 33140     |  | Director; Chief Financial
    Officer                            |  |                                                     | -0-        |     |                              | 
|                   |                                                                                   |  |                                                                  |  |                                                     |            |     |                              | 
|Common Stock       | Elizabeth Ryba 
    73 Brown Road 
    Scarsdale, New York 10583                  |  | Director                                                         |  |                                                     | 40,000     |     |                              | 
|                   |                                                                                   |  |                                                                  |  |                                                     |            |     |                              | 
|                   | All Executive Officers and Directors as a Group
    (3 persons)                   |  |                                                                  |  |                                                     | 89,167,166 |     |                              | 
|                   |                                                                                   |  |                                                                  |  |                                                     |            |     |                              | 
|                   | 5% Shareholders                                                                   |  |                                                                  |  |                                                     |            |     |                              | 
|Common Stock       | Applied Cryptography, Inc.  (2) 
    9195 Collins Avenue 
    Surfside, Fl, 33154 |  | Entity owned by Chief
    Executive Officer                      |  |                                                     | (2)        |     |                              | 



|* | Less than one percent
    (1%)
|- | ------------------------------



(1)           In
determining beneficial ownership of our common stock as of a given date, the number of shares shown includes shares of common
stock which may be acquired on exercise of warrants or options or conversion of convertible securities within 60 days of that
date. In determining the percent of common stock owned by a person or entity on September 28, 2017, (a) the numerator is the number
of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise
of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of (i) 234,795,663, the
total shares of common stock outstanding on September 28, 2017, and (ii) the total number of shares that the beneficial owner
may acquire upon conversion of any preferred stock and on exercise of the warrants and options. Unless otherwise stated, each
beneficial owner has sole power to vote and dispose of its shares.





7







(2)           The shares of Series B preferred stock are held
by Applied Cryptography, Inc. (“ACI”) and / or Chaya Hendrick. Each share of Series B Preferred Stock shall
be entitled to vote on any matter with the holders of Common Stock voting together as one (1) class and shall have that number
of votes (identical in every other respect to the voting rights of the holder of common stock entitled to vote at any regular or
special meeting of Stockholders) equal to that number of common shares which is not less than 51% of the vote required to approve
any action, which Nevada law provides may or must be approved by vote or consent of the common shares or the holders of other securities
entitled to vote, if any. Each share of Series B Preferred Stock is convertible, at the option of the holder, into fifty
(50) shares of Common Stock upon the satisfaction of certain conditions. Our Chairman and Chief Executive Officer,
has sole voting and dispositive power over all of the shares beneficially owned by ACI.



|Title of Class                                                         |  | Name and Address of  Beneficial Owner                                                                   |  | Director/Officer                                             |  | Number of  Shares  of Common  Stock (1) |         |     | Percentage  of Class (1) | 
|---------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------ |  | --------------------------------------- | ------- | --- | ------------------------ | 
|                                                                       |  | Directors and Executive Officers                                                                        |  |                                                              |  |                                         |         |     |                          | 
|                                                                       |  |                                                                                                         |  |                                                              |  |                                         |         |     |                          | 
|Series B Convertible Preferred Stock (Stated Value of $5.00) per share |  | Chaya Hendrick / Applied Cryptography, Inc. (1) 145 East Harmon Avenue, Unit 19620  Las Vegas, NV 89109 |  | Chief Executive Officer,  Chairman of the Board of Directors |  |                                         | 610,000 | (1) |                          | 



(1)           The shares of Series B preferred stock are held
by Applied Cryptography, Inc. (“ACI”) and / or Chaya Hendrick. Each share of Series B Preferred Stock shall
be entitled to vote on any matter with the holders of Common Stock voting together as one (1) class and shall have that number
of votes (identical in every other respect to the voting rights of the holder of common stock entitled to vote at any regular or
special meeting of Stockholders) equal to that number of common shares which is not less than 51% of the vote required to approve
any action, which Nevada law provides may or must be approved by vote or consent of the common shares or the holders of other securities
entitled to vote, if any. Each share of Series B Preferred Stock is convertible, at the option of the holder, into fifty (50)
shares of Common Stock upon the satisfaction of certain conditions. Our Chairman and Chief Executive Officer, has sole voting and
dispositive power over all of the shares beneficially owned by ACI.



Item 13.  Certain Relationships
and Related Transactions, and Director Independence.



Information regarding disclosure of an
employment relationship or transaction involving an executive officer and any related compensation solely resulting from that employment
relationship or transaction is incorporated by reference from the section of this 10-K/A entitled “Executive Compensation.”



Information related to “Director
Independence” is incorporated by reference from the section of this 10-K/A entitled “Directors, Executive Officers,
and Corporate Governance.”



Related Party Transactions:



| | ● | Chaya
                                         Hendrick, our CEO has made cash advances to the Company periodically in exchange for
                                         promissory notes of such face values. As of the years ended June 30, 2017 and 2016, we
                                         owed $4,800 and $22,300, respectively. These notes bear interest at 5.00% per annum.
                                         We have paid down $17,500 of these cash advances during the year ended June 30, 2017.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | During the years ended June 30, 2017 and 2016, Chaya Hendrick, our CEO deferred $126,667 and $126,667
in annual salary, respectively. As of June 30, 2017 and 2016, respectively, the Company has accrued the amounts of $520,848
and $394,181 as deferred salary for the difference between Chaya Hendrick’s contractual annual salary and the amounts actually
paid. These amounts include previously deferred salary prior to the years ended June 30, 2017 and 2016.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





8







| | ● | On
                                         September 30, 2015, the we entered into an Addendum to the then existing employment agreement
                                         of Chaya Hendrick, pursuant to which in consideration for the issuance of 200,000 shares
                                         of the Company’s series B preferred stock (“Series B Shares”), Chaya
                                         Hendrick granted the us the first right to purchase or license any patents (the “Patent
                                         Option”) relating to “Smartcards” which the Hendrick (i) shall apply
                                         for with the relevant patent authorities during the term of the employment agreement,
                                         and (ii) are currently applied for with the relevant patent authorities or pending as
                                         of the date of the employment agreement. In exchange for the Patent Option the Company
                                         agreed, during the term of the such employment agreement, to pay for any fees and/or
                                         expenses related to the application for the such patent rights with the relevant patent
                                         authorities, including, but not limited to, legal or filing fees. If, upon our receipt
                                         of notice of any patent rights in writing; we and Hendrick fail to successfully negotiate
                                         and execute a purchase or license agreement as it relates to such patent rights within
                                         60 calendar days of such receipt, Hendrick shall be permitted to retain or transfer such
                                         patent rights to a third party without any subsequent notice to us.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | On
                                         September 11, 2017, we entered into a licensing a royalty agreement with Chaya Hendrick,
                                         our founder and CEO, whereby we received a license to certain patents related to our
                                         technologies until the expiration of such patents in exchange for the following : (i)
                                         the Issuance to Chaya Hendrick of 200,000 Series B Convertible Preferred Shares, (ii)
                                         the payment of 5% of gross revenues derived from the sale of products derived from the
                                         patents in the future, and (iii) annual payments beginning at $50,000 per annum, increased
                                         by 100% of each previous year (offset against 5% gross revenue royalty payments) for
                                         the duration of the term of the agreement. The agreement continues until (i) the terms
                                         of the licensed patents expire, (ii) we terminate the agreement with notice to Chaya
                                         Hendrick, or (iii) Chaya Hendrick terminates the agreement pursuant to a material breach
                                         of our duties or payments contained thereunder.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Item 14.   Principal Accounting
Fees and Services



|Type of Fees        |  | Year end June 30, 2017 |        |  | Year end June 30, 2016 |  
|------------------- |  | ---------------------- | ------ |  | ---------------------- | -
|                    |  |                        |        |  |                        |  
|Audit Fees          |  |                        |        |  |                        |  
|AMC Auditing, LLC   |  | $                      | 16,600 |  |                        | $
|Daszkal Bolton, LLC |  | $                      | —      |  |                        | $
|Audit Related Fees  |  |                        |        |  |                        |  
|Tax Fees            |  |                        | —      |  |                        |  
|All Other Fees      |  | $                      | 2,000  |  |                        |  
|Total Fees          |  | $                      | 18,600 |  |                        | $



Policy on Pre-Approval of Audit and Permissible Non-audit
Services of Independent Auditors



Consistent with the SEC policies regarding
auditor independence, our Board of Directors has responsibility for appointing, setting compensation and overseeing the work of
the independent auditor. In recognition of this responsibility, our Board of Directors has established a policy to pre-approve
all audit and permissible non-audit services provided by the independent auditor.



Prior to engagement of the independent
auditor for the next year’s audit, management will submit an aggregate of services expected to be rendered during that year
for each of the following four categories of services to the Board of Directors for approval.



1.   Audit
services include audit work performed in the preparation of financial statements, as well as work that generally only the independent
auditor can reasonably be expected to provide, including comfort letters, statutory audits, and attest services and consultation
regarding financial accounting and/or reporting standards.





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2.   Audit-Related
services are for assurance and related services that are traditionally performed by the independent auditor, including due diligence
related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.



3.   Tax
services include all services performed by the independent auditor’s tax personnel except those services specifically related
to the audit of the financial statements, and includes fees in the areas of tax compliance, tax planning, and tax advice.



4.   Other
Fees are those associated with services not captured in the other categories.



PART IV



Item 15.   Exhibits, Financial
Statement Schedules



The following exhibits are filed as part of this report:





|        |  |                                                                                                                                            |  |           |  | Incorporated by Reference
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------ |  | --------- |  | -------------------------
|        |  |                                                                                                                                            |  | Filed/    |  |                          
|Exhibit |  |                                                                                                                                            |  | Furnished |  |                          
|No.     |  | Description                                                                                                                                |  | Herewith  |  | Form                     
|10.01   |  | Jay Needelman Services Agreement                                                                                                           |  | *         |  |                          
|        |  |                                                                                                                                            |  |           |  |                          
|31.1    |  | Certification of the Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |  | *         |  |                          
|        |  |                                                                                                                                            |  |           |  |                          
|31.2    |  | Certification of the Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |  | *         |  |                          



10







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: October 27, 2017 | By:              
|                       |                  
|                       |                  



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