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 September 30, 2004.
 
 ( )
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, 22 nd 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
    May
      15, 2005Class
      A Common Stock
    50,000,000
    May
      15, 2005
 
  
 SMARTMETRIC,
INC.
 FORM
10-QSB
 September
30, 2004
 
 INDEX
 
 PART I.
FINANCIAL INFORMATION
 
 PART
      I - FINANCIAL INFORMATION
    PAGEItem
      1 - FINANCIAL STATEMENTS (UNAUDITED)
    3Consolidated
      Balance Sheets -
    F-1September
      30, 2004 and June 30, 2004Consolidated
      Statements of Operations -
    F-2Three
      Months Ended September 30, 2004 and 2003Consolidated
      Statements of Cash Flows -
    F-3Three
      Months Ended September 30, 2004 and 2003Notes
      to Financial Statements -
    F-4Three
      Months Ended September 30, 2004 and 2003Item
      2 - PLAN OF OPERATION
    4Item
      3 -CONTROLS
      AND PROCEDURES
    6PART
      II- OTHER INFORMATION
    6Item
      1 - LEGAL PROCEEDINGS
    6Item
      2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS
    6Item
      3 - DEFAULTS UPON SENIOR SECURITIES
    7Item
      4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    7Item
      5 - OTHER INFORMATION
    7Item
      6 - EXHIBITS
    7
  2
 PART I.
FINANCIAL INFORMATION
  Item 1. FINANCIAL
STATEMENTS (UNAUDITED)
 **SMARTMETRIC,
      INC. AND SUBSIDIARY****(A
      Development Stage Company)****Consolidated
      Balance Sheets****September
      30,**
    
    
    **June
      30,****2004**
    
    
    **2004****Assets**
    
    
    
    **(Unaudited)**Current
      assets:Cash
    
    
    $
    61,192
    
    $
    64,142Stock subscriptions receivable
    
    
    
    602
    
    
    35,602Total current
      assets
    
    
    
    61,794
    
    
    99,744Other
      assets:Patent costs
    
    
    
    15,000
    
    
    -Deferred offering costs
    
    
    
    60,000
    
    
    52,500Organization costs - net
    
    
    
    390
    
    
    420Total
      assets
    
    
    $
    137,184
    
    $
    152,664**Liabilities
      and Stockholders' Equity**Current
      liabilities:Accounts payable and accrued expenses
    
    
    $
    -
    
    $
    1,250Due to related party
    
    
    
    54,350
    
    
    51,850Total current
      liabilities
    
    
    
    54,350
    
    
    53,100Other
      liabilities
    
    
    
    -
    
    
    -Total liabilities
    
    
    
    54,350
    
    
    53,100Stockholders'
      equity :Preferred stock, $.01 par value; 5,000,000 sharesauthorized, 0
      shares issued and outstanding
    
    
    
    -
    
    
    -Class A common stock, $.001 par value;50,000,000 shares
      authorized, 50,000,000 sharesissued and
      outstanding
    
    
    
    50,000
    
    
    50,000Common stock, $.001 par value; 45,000,000 sharesauthorized,
      8,560,257 shares issued and outstanding
    
    
    
    8,560
    
    
    8,560Additional paid-in capital
    
    
    
    77,042
    
    
    77,042Deficit accumulated during the development stage
    
    
    
    (52,768)
    
    
    (36,038)Total stockholders'
      equity
    
    
    
    82,834
    
    
    99,564Total
      liabilities and stockholders' equity
    
    
    $
    137,184
    
    $
    152,664See
      notes to consolidated financial statements.
  F-1
  **SMARTMETRIC,
      INC. AND SUBSIDIARY****(A
      Development Stage Company)****Consolidated
      Statements of Operations****(Unaudited)******
    ******Cumulative
      During****Three
      Months**
    
    
    **the
      Development Stage****Ended
      September 30,**
    
    
    **(December
      18, 2002 to****2004**
    
    
    **2003**
    
    
    **September
      30, 2004**Revenues
    $
    -
    
    $
    -
    
    $
    -Expenses:General and administrative
    
    9,010
    
    
    30
    
    
    15,713Research and development
    
    7,720
    
    
    -
    
    
    37,055Total
      expenses
    
    16,730
    
    
    30
    
    
    52,768Net
      loss
    $
    (16,730)
    
    $
    (30)
    
    $
    (52,768)Net
      loss per share, basic and diluted
    $
    (0.00)
    
    $
    (0.00)Weighted
      average number of commonshares outstanding, basic and diluted
    
    58,560,257
    
    
    -See
      notes to consolidated financial statements.
  F-2
 **SMARTMETRIC,
      INC. AND SUBSIDIARY****(A
      Development Stage Company)****Consolidated
      Statements of Cash Flows****(Unaudited)****Cumulative
      During****Three
      Months**
    
    
    **the
      Development Stage****Ended
      September 30,**
    
    
    **(December
      18, 2002 to****2004**
    
    
    **2003**
    
    
    **September
      30, 2004)**Cash
      flows from operating activities:Net loss
    $
    (16,730)
    
    $
    (30)
    
    $
    (52,768)Changes in assets and liabilities:Organization
      costs
    
    30
    
    
    30
    
    
    (390)Accounts payable
      and accrued expenses
    
    (1,250)
    
    
    -
    
    
    -Net cash used for operating activities
    
    (17,950)
    
    
    -
    
    
    (53,158)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
    
    2,500
    
    
    -
    
    
    54,350Stock subscriptions collected
    
    35,000
    
    
    -
    
    
    135,000Deferred offering costs incurred
    
    (7,500)
    
    
    -
    
    
    (60,000)Net cash provided by financing activities
    
    30,000
    
    
    -
    
    
    129,350Net
      increase in cash
    
    (2,950)
    
    
    -
    
    
    61,192Cash,
      beginning of period
    
    64,142
    
    
    -
    
    
    -Cash,
      end of period
    $
    61,192
    
    $
    -
    
    $
    61,192Supplemental
      disclosures of cash flow information:Interest paid
    $
    -
    
    $
    -
    
    $
    -Income taxes paid
    $
    -
    
    $
    -
    
    $
    -See
      notes to consolidated financial statements.
  F-3
 **SMARTMETRIC,
INC. AND SUBSIDIARY**
 **(A
Development Stage Company)**
 **Notes
to Consolidated Financial Statements**
 **For
the Three Months Ended September 30, 2004 and 2003**
 **and
For the Period December 18, 2002 (Date of Inception)**
 **to
September 30, 2004**
 **(Unaudited)**
 
 
 **NOTE
1 - INTERIM FINANCIAL STATEMENTS**
 
 The
unaudited financial statements as of September 30, 2004 and for the three months
ended September 30, 2004 and 2003 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 September 30, 2004 and the results of operations and
cash flows for the three month periods ended September 30, 2004 and 2003. 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 period ended September 30, 2004 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 - DUE TO RELATED PARTY**
 
 Prior to
opening the Company’s bank account, the president of the Company paid
organization costs of $600 on behalf of the Company. Subsequently, the president
of the Company paid legal fees of $52,500 and audit fees of $1,250 on behalf of
the Company. These loans do not bear interest and are due on
demand.
  **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 public offering (the
“Public Offering”) of up to 4,000,000 shares of common stock at $1.50 per share
or $6,000,000 total. The Company plans on offering the shares directly on a
“best efforts, all or none basis” as to the first 500,000 shares and on a best
efforts basis as to the remaining 3,500,000 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
$750,000 is achieved, after which 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
11,560,257 shares for sale in this offering.
 
 **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 terms 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 for which there are
patents pending in the United States and Australia. 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.
 
 Employment
agreement - Effective July 1, 2004, SmartMetric executed an employment agreement
with its president. Pursuant to this one-year employment agreement, the
president shall receive an annual salary of $170,000. This salary will commence
upon the Company achieving gross revenues of $1,000,000. Until that time,
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. 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.
 
 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.
 
 **NOTE
7 - SUBSEQUENT EVENT**
 
 In
October 2004, the Company sold a total of 100,000 shares of common stock to 15
investors at a price of $1.50 per share, or $150,000 total.
 
 F-4
 3
  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 September 30, 2004, there were no sales revenues and a net
loss of $16,703.
 
 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, we sold 68,207 shares to 9 people at $1.50 per share. Between
October 2004 and January 2005, we 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 public
offering.
 
 4
 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
three months ended September 30, 2004, we spent $7,720 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 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.
 
 5
 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
September 30, 2004, 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 are no changes in our internal controls 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 2003 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
them. In August 2004, Mr. Hendrick transferred 8,560,257 shares to approximately
600 friends, acquaintances and associates for no consideration.
 
 6
  In
September 2004, SmartMetrick 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 Securities Act when selling such
securities. SmartMetric did not engage in general solicitation or advertising,
and the purchasers did not purchase the common stock with the intent to resell
it.
 
 In
September 2004, SmartMetrick 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.
  
 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.
    Description3(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 193432.1
    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.
 
  7
  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:
      May 27, 2005
    
    By:
      /s/ Colin HendrickColin
      Hendrick, President