U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A

|X|   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934.

                  For the 3 month period ended March 31, 2005.

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

                        For the transition period from to

                         Commission File No. 333-118801

                                SMARTMETRIC, INC.
                 (Name of Small Business Issuer in its Charter)

                Delaware                                   05-0543557
        (State of Incorporation)                  (IRS Identification Number)

                           67 Wall Street, 22nd Floor
                            New York, New York 10005
                    (Address of Principal Executive Offices)

Registrant's telephone number, including area code (212) 859-5007

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 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.

(1) Yes  |X|             No |_|               (2) Yes |X|        No |_|

State the number of shares outstanding of each of the Registrant's classes of
common equity, as of the latest applicable date:

                       Common Stock- 8,721,094 - August 2,
             2005 Class A Common Stock - 50,000,000 - August 2, 2005

<PAGE>

PART I.  FINANCIAL INFORMATION


                                SMARTMETRIC, INC.
                                   FORM 10-QSB
                                 March 31, 2005


                                      INDEX



PART I. FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION                                            PAGE

   Item 1 - FINANCIAL STATEMENTS (UNAUDITED)

           Consolidated Balance Sheets -
             March 31, 2005 and June 30, 2004

           Consolidated Statements of Operations -
             Three Months Ended March 31, 2005 and 2004

           Consolidated Statements of Cash Flows -
             Three Months Ended March 31, 2005 and 2004

           Notes to Financial Statements -
             Three Months Ended March 31, 2005 and 2004

   Item 2 - PLAN OF OPERATION

   Item 3 - CONTROLS AND PROCEDURES

PART II- OTHER INFORMATION

   Item 1 - LEGAL PROCEEDINGS

   Item 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

   Item 3 - DEFAULTS UPON SENIOR SECURITIES

   Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

   Item 5 - OTHER INFORMATION

   Item 6 - EXHIBITS

<PAGE>

                      SMARTMETRIC, INC. AND SUBSIDIARY
                        (A Development Stage Company)
                         Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                March 31,        June 30,
                                                                   2005            2004
                                                               ------------    ------------
Assets                                                          (Unaudited)
------
<S>                                                            <C>             <C>
Current assets:
   Cash                                                        $     22,021    $     64,142
   Stock subscriptions receivable                                    69,496          35,602
   Prepaid expenses                                                   2,328              --
                                                               ------------    ------------

      Total current assets                                           93,845          99,744

Other assets:
   Patent costs, less accumulated amortization
      of $750 and $0, respectively                                   14,250              --
   Deferred offering costs                                           80,000          52,500
   Organization costs - net                                             330             420
                                                               ------------    ------------

Total assets                                                   $    188,425    $    152,664
                                                               ============    ============

Liabilities and Stockholders' Equity

Current liabilities:
   Accounts payable and accrued expenses                       $     21,486    $      1,250
   Accrued salary due to president                                   42,500              --
   Due to related party                                              10,127          51,850
                                                               ------------    ------------

      Total current liabilities                                      74,113          53,100

Other liabilities                                                        --              --
                                                               ------------    ------------

   Total liabilities                                                 74,113          53,100
                                                               ------------    ------------

Common stock subject to possible rescission (160,837 shares)        241,256              --
                                                               ------------    ------------

Stockholders' equity :
   Preferred stock, $.01 par value; 5,000,000 shares
      authorized, 0 shares issued and outstanding                        --              --
   Class A common stock, $.001 par value;
      50,000,000 shares authorized, 50,000,000 shares
      issued and outstanding                                         50,000          50,000
   Common stock, $.001 par value; 45,000,000 shares
      authorized, issued and outstanding 8,560,257 and
      8,560,257 shares, respectively                                  8,560           8,560
   Additional paid-in capital                                       (18,835)          77,042
   Deficit accumulated during the development stage                (166,669)        (36,038)
                                                               ------------    ------------

      Total stockholders' equity (deficiency)                      (126,944)         99,564
                                                               ------------    ------------

Total liabilities and stockholders' equity                     $    188,425    $    152,664
                                                               ============    ============
</TABLE>

See notes to consolidated financial statements.


<PAGE>

                        SMARTMETRIC, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                     Cumulative
                                                                                     During the
                                                                                    Development
                                                             Nine Months                Stage
                                                            Ended March 31,      (December 18, 2002
                                                     ----------------------------    to March 31,
                                                         2005            2004            2005)
                                                     ------------    ------------    ------------
<S>                                                  <C>             <C>             <C>
Cash flows from operating activities:
   Net loss                                          $   (130,631)   $    (23,489)   $   (166,669)
   Amortization of patent costs                               750              --             750
   Changes in assets and liabilities:
      Prepaid expenses                                     (2,328)             --          (2,328)
      Organization costs                                       90              90            (330)
      Accounts payable and accrued expenses                20,236              --          21,486
      Accrued salary due to president                      42,500              --          42,500
                                                     ------------    ------------    ------------

      Net cash used for operating activities              (69,383)        (23,399)       (104,591)
                                                     ------------    ------------    ------------

Cash flows from investing activities:
   Patent costs incurred                                  (15,000)             --         (15,000)
                                                     ------------    ------------    ------------

   Net cash used for investing activities                 (15,000)             --         (15,000)
                                                     ------------    ------------    ------------

Cash flows from financing activities:
   Loans from related party                                 2,577              --          54,427
   Repayment of loans from related party                  (44,300)             --         (44,300)
   Stock subscriptions collected, net                     111,485         100,000         211,485
   Deferred offering costs incurred                       (27,500)             --         (80,000)
                                                     ------------    ------------    ------------

   Net cash provided by  financing activities              42,262         100,000         141,612
                                                     ------------    ------------    ------------

Net increase (decrease) in cash                           (42,121)         76,601          22,021

Cash, beginning of period                                  64,142              --              --
                                                     ------------    ------------    ------------

Cash, end of period                                  $     22,021    $     76,601    $     22,021
                                                     ============    ============    ============

Supplemental disclosures of cash flow information:
   Interest paid                                     $         --    $         --    $
                                                     ------------    ------------    ------------

   Income taxes paid                                 $         --    $         --    $
                                                     ------------    ------------    ------------
</TABLE>



See notes to consolidated financial statements.


<PAGE>

                        SMARTMETRIC, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                      Consolidated Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                              Cumulative
                                                                                              During the
                                                                                              Development
                                      Nine Months                    Three Months                Stage
                                    Ended March 31,                 Ended March 31,        (December 18, 2002
                              ----------------------------    ----------------------------    to March 31,
                                  2005            2004            2005            2004            2005)
                              ------------    ------------    ------------    ------------    ------------
<S>                           <C>             <C>             <C>             <C>             <C>
Revenues                      $         --    $         --    $         --    $         --    $         --
                              ------------    ------------    ------------    ------------    ------------

Expenses:
   Officer's salary                 42,500              --          42,500              --          42,500
   Other general and
      administrative                35,504           3,489          14,614           2,428          42,207
   Research and development         52,627          20,000          12,217          20,000          81,962
                              ------------    ------------    ------------    ------------    ------------

      Total expenses               130,631          23,489          69,331          22,428         166,669
                              ------------    ------------    ------------    ------------    ------------

Net loss                      $   (130,631)   $    (23,489)   $    (69,331)   $    (22,428)   $   (166,669)
                              ============    ============    ============    ============    ============

Net loss per share,
   basic and diluted          $      (0.00)   $      (0.00)   $      (0.00)   $      (0.00)
                              ============    ============    ============    ============

Weighted average
   number of common
   shares outstanding,
   basic and diluted            58,560,257      33,333,333      58,560,257      50,000,000
                              ============    ============    ============    ============
</TABLE>


See notes to consolidated financial statements.

<PAGE>

                        SMARTMETRIC, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
           For the Three and Nine Months Ended March 31, 2005 and 2004
            and For the Period December 18, 2002 (Date of Inception)
                                to March 31, 2005
                                   (Unaudited)

NOTE 1 - INTERIM FINANCIAL STATEMENTS

The unaudited financial statements as of March 31, 2005 and for the three and
nine months ended March 31, 2005 and 2004 have been prepared in accordance with
accounting principles generally accepted in the United States for interim
financial information and with instructions to Form 10-QSB. In the opinion of
management, the unaudited financial statements have been prepared on the same
basis as the annual financial statements and reflect all adjustments, which
include only normal recurring adjustments, necessary to present fairly the
financial position as of March 31, 2005 and the results of operations and cash
flows for the three month and nine month periods ended March 31, 2005 and 2004.
The financial data and other information disclosed in these notes to the interim
financial statements related to these periods are unaudited. The results for the
three month and nine month period ended March 31, 2005 are not necessarily
indicative of the results to be expected for any subsequent quarter of the
entire year ending June 30, 2005. The balance sheet at June 30, 2004 has been
derived from the audited financial statements at that date.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States have been condensed or omitted pursuant to the Securities
and Exchange Commission's rules and regulations. These unaudited financial
statements should be read in conjunction with our audited financial statements
and notes thereto for the year ended June 30, 2004 as included in our report on
Form 10-KSB.

NOTE 2 - ORGANIZATION

SmartMetric, Inc. ("SmartMetric") was incorporated in the State of Nevada on
December 18, 2002. SmartMetric is developing a credit card size plastic card
embedded with an integrated circuit chip and biometric fingerprint sensor which
provides identification of the user (the "SmartMetric Smart Card") to market to
government agencies, corporations, and organizations interested in
identification cards.

NOTE 3 - COMMON STOCK SUBJECT TO POSSIBLE RESCISSION

On November 3, 2004, the Company deposited $102,311 from the sale of a total of
68,207 shares of common stock to 9 investors at a price of $1.50 per share. The
net proceeds to the Company, after deducting $44,052 in costs relating to this
private placement for fees paid to an unrelated third party, was $58,259.

On January 30, 2005, the Company closed a second private placement which
resulted in the sale of a total of 92,630 shares of common stock to 11 investors
at a price of $1,50 per share, or $138,945 gross proceeds. The net proceeds to
the Company, after deducting $51,000 in fees paid to an unrelated third party
and $825 in other costs, was $87,120.

<PAGE>

                        SMARTMETRIC, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
           For the Three and Nine Months Ended March 31, 2005 and 2004
            and For the Period December 18, 2002 (Date of Inception)
                                to March 31, 2005
                                   (Unaudited)

Since the private placements referred to in the two preceding paragraphs
occurred after the Company's filing of its Registration Statement on Form SB-2
on September 3, 2004 (see note 5), the related investors may have rescission
rights under the federal securities laws. Accordingly, the Company has
classified the $241,256 gross proceeds from these private placements as
temporary equity separate and apart from stockholders' equity and has classified
the $95,877 related costs as a deduction from stockholders' equity.

In the event that a claim for rescission arises and is allowed, the Company will
deduct such amount from "common stock subject to possible rescission". In the
event that it is determined an investor no longer has a possible rescission
right, the gross proceeds less proportionate share of costs will be recorded as
stockholders' equity.

Management is unable to determine at this time whether any claim for rescission
will be filed against the Company; however, there is no assurance that claims
will not be asserted.

NOTE 4 - STOCKHOLDERS' EQUITY

In October 2003, the Company sold 50,000,000 shares of Class A common stock to
the president of the Company at a price of $.001 per share, or $50,000 total.
From October 2003 to June 30, 2004, the Company sold 8,560,257 shares of common
stock (the "Additional Shares") to the president of the Company at a price of
$.01 per share, or $85,602 total. These Additional Shares were assigned by the
president of the Company in varying amounts to approximately 600 shareholders
for no consideration.

The Class A common stock and the common stock have identical voting and other
rights.

NOTE 5 - PLANNED PUBLIC OFFERING

The Company filed a Form SB-2 registration statement with the U.S. Securities
and Exchange Commission in September 2004 in connection with a planned public
offering (the "Public Offering") of, as amended, up to 6,666,666 shares of
common stock at $1.50 per share or $9,999,999 total. The Company plans on
offering the shares directly on a "best efforts, all or none basis" as to the
first 333,333 shares and on a best efforts basis as to the remaining 6,333,333
shares. The shares are planned to be sold by SmartMetric's officers and
directors in a self-underwritten offering (although the Company may decide to
engage registered broker-dealers to assist in the sale) for a period of 90 days
(which may be extended for an additional 90 days at the Company's option). The
Public Offering plans that subscription proceeds will be placed in an escrow
account until the minimum offering of $500,000 is achieved, after which

<PAGE>

                        SMARTMETRIC, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
           For the Three and Nine Months Ended March 31, 2005 and 2004
            and For the Period December 18, 2002 (Date of Inception)
                                to March 31, 2005
                                   (Unaudited)

proceeds shall be released directly to the Company; if the minimum offering is
not sold by the end of the offering period, or extended offering period if so
extended, the escrowed proceeds would be returned to investors. Also, certain
selling shareholders plan on offering 11,721,094 shares for sale in this
offering, 3,000,000 of which are shares of Class A Common Stock.

NOTE 6 - COMMITMENTS

Marketing agreement - On October 30, 2003, SmartMetric executed an agreement
with Information Spectrum, Inc. ("ISI"). Pursuant to this agreement, ISI shall
seek to market SmartMetric's Smart Card technology by actively seeking customers
interested in purchasing credential cards which incorporate SmartMetric's
patented Smart Card technology. Prior to ISI offering SmartMetric products by
submitting a formal proposal, ISI and SmartMetric shall enter into a "Teaming
Agreement" which will define each party's rights and obligations concerning that
particular sales opportunity. Every proposal will require its own Teaming
Agreement. Pursuant to this Agreement, ISI is the exclusive reseller of
SmartMetric products to agencies of the United States government and the
Government of Canada. In addition, ISI has the right of first refusal for other
marketing, sales or re-sales opportunities for customers other than the United
States or Canadian governments. The term of this agreement is two years and may
be extended upon mutual agreement of the parties.

Patent license agreement - Effective August 1, 2004, SmartMetric executed a
license agreement with Applied Cryptology, Inc. ("ACI"), a corporation
controlled by SmartMetric's president and the owner of certain technology.
Pursuant to the license agreement, SmartMetric has the right to make use of this
technology for the purpose of developing software and systems to be used by
SmartMetric to provide any or all of the following: 1) secure transactions over
the Internet from home and office computers; 2) an automatic method for
connecting to remote computers; 3) a method of developing targeted advertising
to home and/or office computers; 4) identity verification and access control as
provided for in the patent. Pursuant to this license agreement, ACI will receive
2% of all revenues generated by SmartMetric on products which utilize this
patented technology. The license fee will be paid on a quarterly basis based on
revenues received during the quarter. The license fee shall be due within 45
days of the end of each quarter. In the event no revenues are generated through
the use of any of the licensed patents during a given quarter, no money shall be
owed ACI for such quarter. ACI may rescind the license agreement and reclaim all
rights and interest in the patents if certain events, such as SmartMetric's
filing for bankruptcy protection or reorganization, occur. This license
agreement will remain in effect for the lives of the patents. SmartMetric may
utilize the patent-pending technological applications anywhere in the world
without limitation.

<PAGE>

                        SMARTMETRIC, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
           For the Three and Nine Months Ended March 31, 2005 and 2004
            and For the Period December 18, 2002 (Date of Inception)
                                to March 31, 2005
                                   (Unaudited)

Employment agreement - Effective July 1, 2004, SmartMetric executed an
employment agreement with its president. Pursuant to this employment agreement,
the president shall receive an annual salary of $170,000 commencing January 1,
2005. This salary will commence upon the Company achieving gross revenues of
$1,000,000. Until that time, the salary shall be accrued and SmartMetric may pay
the president as salary up to 25% of any offering proceeds received by the
Company, which amount shall not exceed $170,000 in any given 12 month period.
The president is also eligible for an annual bonus based on certain performance
criteria to be determined by a Compensation Committee of the board of directors
at a later date. His employment may be terminated for cause at any time.
According to the employment agreement, any inventions, ideas, disclosures and
improvements made or conceived by him during his employment, including adoptions
and improvements to existing patents, shall be his property. The term of this
agreement is one year and may be renewed by the mutual written agreement of the
president and the Company for additional consecutive one year terms. In June
2005, the parties renewed this employment agreement for one year to June 30,
2006.

Rental agreement - The Company currently uses office space provided by its
president at no cost to the Company. It is anticipated that the Company will
start paying rent for this space following the successful completion of the
Public Offering.

Lease agreement - In November 2004, SmartMetric executed a lease agreement for
office space in Aventura, Florida. This agreement provides for monthly rentals
of $800 and an initial term of six months ending May 31, 2005. Unless the lessor
is notified in writing at least 60 days prior to the Termination Date (which
notification was not made), this agreement shall renew for additional one-year
terms. Lessor has the right to terminate the lease agreement at any time upon 45
days advance written notice to SmartMetric.

NOTE 7 - SUBSEQUENT EVENTS

In July 2005, SmartMetric received a total of $60,000 in loans from two
shareholders. The loans bear interest at a rate of 6% per annum and are due in
full on December 31, 2007.

<PAGE>

Item 2.  PLAN OF OPERATION

OVERVIEW

         Incorporated in 2002, SmartMetric and its founder and CEO, Colin
Hendrick, have been engaged in research and development of a biometric security
solution which would authenticate the identity of a person in a self-contained
credit card-sized device. SmartMetric's biometric card has been designed to use
an on-board finger print sensor which is imbedded in the card along with an
integrated circuit chip which will provide one gigabyte of memory capacity.
SmartMetric has recently completed a prototype of its SmartCard but has not yet
begun to manufacture SmartCards utilizing its licensed technology. To date,
SmartMetric has had no sales revenues.

         In December 2001 SmartMetric's CEO, Colin Hendrick, applied for a
patent for this biometric card technology connecting SmartCards to networks, and
providing secure access for such connections. In June 2004, Mr. Hendrick
transferred this technology to Applied Cryptology, Inc., a Nevada corporation,
he owns and controls, and which owns 49,500,000 shares of SmartMetric common
stock. On August 1, 2004, Applied Cryptology entered into a license agreement
with SmartMetric pursuant to which Applied Cryptology agreed to license this
technology to SmartMetric in perpetuity in exchange for a royalty payment. This
patent was granted on September 14, 2004.

         We had $0 sales revenue for the year ended June 30, 2004, with a net
loss of $35,978. For the quarter ending March 31, 2005, there were no sales
revenues and a net loss of $69,331.

         In October 2003, we sold 50,000,000 shares of common stock to the
President of SmatMetric at $.001 per share for a total of $50,000. From November
2003 to June 30, 2004, SmartMetric sold 8,560,257 shares of common stock to the
President of the corporation, Colin Hendrick, at $.01 per share for a total of
$85,602.57. Mr. Hendrick rendered complete payment for these shares by October
2004. In August 2004, Mr. Hendrick transferred these shares to approximately 600
shareholders for no consideration. All shares are restricted from resale, except
11,560,257 shares which are being registered for resale. Of these 11,560,257
shares, 3,000,000 are Class A common shares which are identical to undesignated
common stock. In March 2005, Mr. Hendrick transferred 49,500,000 shares to
Applied Cryptology, Inc., a company owed and controlled by Mr. Hendrick. Applied
Cryptology is party to a license agreement with SmartMetric.

         In September 2004 through October 2004, we sold 68,207 shares to 9
people at $1.50 per share. Between December 2004 and January 2005, SmartMetric
sold 92,630 shares of common stock to 11 investors at $1.50 per share. All
shares issued in these two private placements are being registered by the
Company in its proposed registered offering. The 68,207 shares sold in the
September through October 2004 offering, and the 92,630 shares sold between
December 2004 and January 2005 may be subject to rescission.

<PAGE>

PLAN OF OPERATION

         Over the next 12 months, SmartMetric intends to commence marketing in
an attempt to generate sales. We will use the proceeds of this offering to
contract the production of our prototype and commence marketing. We believe that
proceeds from the Maximum Offering will be sufficient to cover these costs, as
well as working capital, for at least 12 months. We expect that we will have to
raise additional funds starting 12 months after completion of the offering if we
raise less than the Maximum Offering. The amount we raise will depend on the
amount raised in this offering. In the event we raise the Minimum Offering, we
will be able to contract the production of a maximum of 1,000 SmartCards and
commence marketing. With the Minimum Offering, we will have working capital for
12 months, but will need to raise funds after that period. We believe a minimum
of $500,000 is required for us to begin this limited production of our
SmartCards.

         We expect to outsource manufacturing of our SmartCards once we have
sales orders. We do not intend to purchase any plants or significant equipment.

         Once we have begun to generate sales, we intend to hire additional
employees. However, until that time, we may only hire a few employees to market
the SmartMetric SmartCard.

         For the nine months ended March 31, 2005, we spent $52,627 on research
and development, and for the year ended June 30, 2004, we spend an additional
$29,395.00. These funds were applied toward the production of a SmartCard
prototype and its components. To date, Mr. Hendrick has neither been paid, nor
reimbursed, for any of this research and development costs.

COMPLETION OF PROTOTYPE

         A prototype of our SmartCard was completed in February 2005. The
finished product is the prototype or model for our SmartCards, which will be
manufactured upon receipt of customer orders. We intend to revise some of the
engineering of the prototype so as to decrease the size of the circuitry
contained in the SmartCard.

PRODUCTION OF SMARTCARDS

Now that we have a working prototype of our SmartCard, we will seek to obtain
orders for it. Because SmartMetric does not own or rent a manufacturing
facility, we have entered into a contract with a manufacturing facility to
produce our SmartCards. Although we have begun negotiation s with two potential
manufacturer, no contract has been signed.

         SmartMetric believes its current sources of credit and liquidity,
including funds raised in its private placement are insufficient to begin
operations, including production of our SmartCards. SmartMetric believes the
Maximum Offering proceeds will be sufficient to proceed with its plan of
operations for the next twelve months. Our plan includes outsourcing or contract
manufacturing of approximately 75,000 SmartCards. A key element of SmartMetric's
growth strategy is raising adequate funding to begin to outsource the
manufacture of its biometric card. We believe that $499,999.50 will suffice to

<PAGE>

begin outsourcing the manufacturing of our SmartCard. The amount of funds
required will depend on the size of the orders we receive. We estimate that
$499,999.50 will allow us to outsource production of 1,000 SmartCards, begin
marketing them and provide us with enough working capital to last 12 months. We
expect that orders larger than will require additional financing. Such financing
may be in the form of debt or equity. Currently, SmartMetric has no material
commitments for capital expenditures.

         SmartMetric does not believe its business is seasonal in any way.

         On October 30, 2003, we entered into an agreement with Information
Spectrum, Inc. Pursuant to this agreement, ISI will seek to market our
SmartCards. Once ISI begins such marketing efforts and is able to find companies
and/or government agencies to purchase our SmartCards, we will begin production
of our SmartCards. We intend to enter into an agreement with a third party to
manufacture our SmartCards, but have not yet done so.

Item 3.  CONTROLS AND PROCEDURES

         As of March 31, 2005, an evaluation has been carried out under the
supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and the operation of our "disclosure controls and procedures" (as such
term is defined in Rules 13a-15(e) under the Securities Exchange Act of 1934).
Based on such evaluation, our Chief Executive Officer and Chief Financial
Officer have concluded that the disclosure controls and procedures are
reasonably designed and effective to ensure that (i) information required to be
disclosed by us in the reports we file or submit 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 (ii) 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. There were no changes in internal control over
financial reporting identified in connection with the evaluation of our
disclosure controls and procedures.


PART II.  OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

         None

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

         Between November 2004 and June 30, 2004, SmartMetric sold 8,560,257
shares to Colin Hendrick, President, Chief Executive Officer and Chief Financial
Officer of SmartMetric at $.01 per share for a total of $85,602.57. Mr. Hendrick
completed payment of these shares in July 2004. This sale was made pursuant to
Section 4(2) of the Securities Act of 1933. There was no general solicitation or
advertising, and Mr. Hendrick did not purchase the shares with intent to resell

<PAGE>

them. In August 2004, Mr. Hendrick transferred 8,560,257 shares to approximately
600 friends, acquaintances and associates for no consideration.

         In September through October 2004, SmartMetric sold 68,207 shares of
SmartMetric common stock at $1.50 per share to 9 people. These shares are
restricted from transfer. SmartMetric relied on Section 4(2) of the Securities
Act when selling such securities. SmartMetric did not engage in a general
solicitation or advertising, and the purchasers did not purchase the common
stock with the intent to resell it. Between December 2004 and January 2005,
SmartMetric sold 92,630 shares of common stock to 11 investors at $1.50 per
share. These shares are restricted from transfer. SmartMetric relied on Section
4(a) of the Securities Act when selling such securities. SmartMetric did not
engage in any general solicitation or advertising, and the purchasers did not
purchase the common stock with the intent to resell it. All of these shares may
be subject to rescission.

Item 3. DEFAULTS UPON SENIOR SECURITIES

         None

Item 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None

Item 5. OTHER INFORMATION

         None

Item 6. EXHIBITS

         The following exhibits are attached to this Form 10-QSB and made a part
hereof.

         Exhibit No.           Description

                 3(i)          Articles of Incorporation(1)

                3(ii)          Bylaws(1)

                  10           Contract with Information Spectrum, Inc.(1)

                 31.1          Certification of HOMI's Chief Exective Officer
                               and Chief Financial Officer pursuant to Rule13a-
                               14(a) of the Securities Exchange Act of 1934

                 32.1          Certification of HOMI's Chief Exective Officer
                               and Chief Financial Officer required by Rule
                               13a-14(b) under the Securities Exchange Act of
                               1934 and Section 1350 of Chapter 63 of Title 18
                               the United States Code (18 U.S.C. 1350)

(1)   Incorporated by reference from SmartMetric's Registration Statement filed
      on Form SB-2 filed with the Securities and Exchange Commission on
      September 3, 2004.

<PAGE>

                                    SIGNATURE

         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.


                                              SMARTMETRIC, INC.

Dated: August 3, 2005                         By:   /s/ Colin Hendrick
                                                    -------------------
                                                    Colin Hendrick, President