| SMARTMETRIC,      INC.                                                                |
|---------------------------------------------------------------------------------------|
| (Exact name of small      business issuer as specified in its charter)                |   |
|                                                                                  |   |
| Nevada                                                                                | 05-0543557 |
| (State or other      jurisdiction of incorporation or organization)    | (IRS Employer      Identification No.) |
|                                                                                  |   |
| 1150 Kane Concourse,      Suite 400, Bay Harbor Islands, FL 33154                     |   |
| (Address of      principal executive offices)                                         |   |
|                                                                                  |   |
| (305)    495-7190                                                                     |   |
| (Issuer’s      telephone number)                                                |   |

| Large      accelerated filer | [      ] | Accelerated      filer         | [      ]  |
|------------------------------|----------|--------------------------------|-----------|
| Non-accelerated      filer   | [      ] | Smaller      reporting company | [√] |

----

|                                                                                                                                                                                                                                      | Page   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                                                                                                                      |   |
| PART      I.                 FINANCIAL      INFORMATION                                                                                              | F-1    |
| Item      1.                    Financial      Statements                                                                             | F-2    |
| Consolidated      Balance Sheets as of March 31, 2008 (unaudited) and December 31,      2007                                                                                                                                         | F-3    |
| Consolidated      Statements of Operations for the three months ended March 31, 2008 and      2007 (unaudited)                                                                                                                            | F-4    |
| Consolidated      Statements of Cash Flows for the three months ended March 31, 2008 and      2007 (unaudited)                                                                                                                            | F-6    |
| Notes      to Unaudited Financial Statements                                                                                                                                                                                              | F-7    |
| Item      2.                    Management’s      Discussion and Analysis of Financial Condition and Results of      Operations | 3      |
| Item      3A(T).            Controls      and Procedures                                                                                                                      | 4      |
|                                                                                                                                                                                                                                      |   |
| PART      II.                OTHER      INFORMATION                                                                                                       | 4      |
| Item      2.                    Unregistered      Sales of Equity Securities and Use of Proceeds                                      | 4      |
| Item      3.                    Defaults      Upon Senior Securities                                                                  | 4      |
| Item      4.                    Submission      of Matters to Vote of Security Holders                                                | 4      |
| Item      5.                    Other      Information                                                                                | 4      |
| Item      6.                    Exhibits                                                                                              | 5      |
| Signatures                                                                                                                                                                                                                                | 6      |

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SMARTMETRIC, INC. AND SUBSIDIARY

|                                                                                             | Page   |
|--------------------------------------------------------------------------------------------------|--------|
|                                                                                             |   |
|    Consolidated      Balance Sheets as of March 31, 2008                          |   |
|       (Unaudited)      and June 30, 2007                           | F-2    |
|                                                                                             |   |
|    Consolidated      Statements of Operations for the three and nine              |   |
|       months      ended March 31, 2008 and 2007 and for the period |   |
|       December      18, 2002 (inception) to March 31, 2008         |   |
|       (Unaudited)                                                  | F-3    |
|                                                                                             |   |
|    Consolidated      Statements of Changes in Stockholders’ Equity          |   |
|       for      the period December 18, 2002 (inception)            |   |
|       to      March 31, 2008                                       | F-4    |
|                                                                                             |   |
|    Consolidated      Statements of Cash Flows for the nine months                 |   |
|       ended      March 31, 2008 and 2007 and for the period        |   |
|       December      18, 2002 (inception) to March 31, 2008         |   |
|       (Unaudited)                                                  | F-6    |
|                                                                                             |   |
|    Notes      to Consolidated Financial Statements                                | F-7    |

----

|                                                                                        |   | March      31, |       |   | June      30, |   |
|---------------------------------------------------------------------------------------------|--------|----------------|------------|--------|---------------|--------|
|                                                                                        |   | 2008           |       |   | 2007          |   |
|                                                                                        |   | (Unaudited)    |       |   |          |   |
| Assets                                                                                      |   |           |       |   |          |   |
| Current      assets:                                                                        |   |           |       |   |          |   |
|    Cash                                                                      |   | $              | 27,042     |   |          | $      | 5,534 |   |
|    Prepaid      expenses                                                     |   |           | 4,069      |   |          |   | 58,952 |   |
|                                                                                        |   |           |       |   |          |   |   |   |
|       Total      current assets                               |   |           | 31,111     |   |          |   | 64,486 |   |
|                                                                                        |   |           |       |   |          |   |   |   |
| Equipment,      less accumulated depreciation of                                            |   |           |       |   |          |   |   |   |
|    $8,244      and $5,031, respectively                                      |   |           | 7,740      |   |          |   | 10,953 |   |
|                                                                                        |   |           |       |   |          |   |   |   |
| Other      assets:                                                                          |   |           |       |   |          |   |   |   |
|    Patent      costs, less accumulated amortization                          |   |           |       |   |          |   |   |   |
|       of      $5,250 and $4,125, respectively                 |   |           | 9,750      |   |          |   | 10,875 |   |
|    Organization      costs - net                                             |   |           | -          |   |          |   | 60 |   |
|                                                                                        |   |           |       |   |          |   |   |   |
| Total      assets                                                                           |   | $              | 48,601     |   |          | $      | 86,374 |   |
|                                                                                        |   |           |       |   |          |   |   |   |
| Liabilities and      Stockholders' Equity                                                   |   |           |       |   |          |   |   |   |
|                                                                                        |   |           |       |   |          |   |   |   |
| Current      liabilities:                                                                   |   |           |       |   |          |   |   |   |
|    Accounts      payable and accrued expenses                                |   | $              | 132,479    |   |          | $      | 141,905 |   |
|    Payroll      taxes, withholdings, and accrued                             |   |           |       |   |          |   |   |   |
|       interest      and penalties                             |   |           | 142,920    |   |          |   | 192,069 |   |
|                                                                                        |   |           |       |   |          |   |   |   |
|       Total      current liabilities                          |   |           | 275,399    |   |          |   | 333,974 |   |
|                                                                                        |   |           |       |   |          |   |   |   |
| Other      liabilities                                                                      |   |           | -          |   |          |   | - |   |
|                                                                                        |   |           |       |   |          |   |   |   |
|    Total      liabilities                                                    |   |           | 275,399    |   |          |   | 333,974 |   |
|                                                                                        |   |           |       |   |          |   |   |   |
| Common      stock subject to possible rescission (160,837 shares)                           |   |           | 241,256    |   |          |   | 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, 0 shares issued and outstanding |   |           | -          |   |          |   | - |   |
|    Common      stock, $.001 par value; 100,000,000 shares                    |   |           |       |   |          |   |   |   |
|       authorized,      issued and outstanding 65,762,374 and  |   |           |       |   |          |   |   |   |
|       60,956,761      shares, respectively                    |   |           | 65,762     |   |          |   | 60,957 |   |
|    Additional      paid-in capital                                           |   |           | 3,078,293  |   |          |   | 2,019,814 |   |
|    Deficit      accumulated during the development stage                     |   |           | (3,612,109 | )      |          |   | (2,569,627 | ) |
|                                                                                        |   |           |       |   |          |   |   |   |
|       Total      stockholders' equity (deficiency)            |   |           | (468,054   | )      |          |   | (488,856 | ) |
|                                                                                        |   |           |       |   |          |   |   |   |
| Total      liabilities and stockholders' equity                                             |   | $              | 48,601     |   |          | $      | 86,374 |   |

----

|                                                    |   |                    |       |   |                   |   |       |                    |   |   |       |   |   | Cumulative      |       |
|---------------------------------------------------------|--------|-------------------------|------------|--------|------------------------|--------|------------|-------------------------|--------|--------|------------|--------|--------|-----------------|------------|
|                                                    |   |                    |       |   |                   |   |       |                    |   |   |       |   |   | During      the |       |
|                                                    |   |                    |       |   |                   |   |       |                    |   |   |       |   |   | Development     |       |
|                                                    |   |                    |       |   |                   |   |       |                    |   |   |       |   |   | Stage           |       |
|                                                    |   | Three      Months Ended |       |   | Nine      Months Ended |   |       | (December      18, 2002 |   |
|                                                    |   | March      31,          |       |   | March      31,         |   |       | to      March 31,       |   |
|                                                    |   | 2008                    |       |   | 2007                   |   |       | 2008                    |   |   | 2007       |   |   |            | 2008       | ) |
|                                                    |   |                    |       |   |                   |   |       |                    |   |   |       |   |   |            |       |   |
| Revenues                                                |   | $                       | -          |   |                   | $      | -          |                    |   | $      | -          |   |   | $               | -          |   |   | $ | - |   |
|                                                    |   |                    |       |   |                   |   |       |                    |   |   |       |   |   |            |       |   |   |   |   |   |
| Operating      expenses:                                |   |                    |       |   |                   |   |       |                    |   |   |       |   |   |            |       |   |   |   |   |   |
|    Officer's      salary                 |   |                    | 42,500     |   |                   |   | 42,500     |                    |   |   | 127,500    |   |   |            | 127,500    |   |   |   | 552,500 |   |
|    Other      general and                |   |                    |       |   |                   |   |       |                    |   |   |       |   |   |            |       |   |   |   |   |   |
|       administrative      |   |                    | 561,501    |   |                   |   | 238,141    |                    |   |   | 874,648    |   |   |            | 543,398    |   |   |   | 2,526,798 |   |
|    Research      and                     |   |                    |       |   |                   |   |       |                    |   |   |       |   |   |            |       |   |   |   |   |   |
|       development         |   |                    | 1,600      |   |                   |   | 91,805     |                    |   |   | 33,363     |   |   |            | 136,209    |   |   |   | 511,359 |   |
|                                                    |   |                    |       |   |                   |   |       |                    |   |   |       |   |   |            |       |   |   |   |   |   |
|       Total      expenses |   |                    | 605,601    |   |                   |   | 372,446    |                    |   |   | 1,035,511  |   |   |            | 807,107    |   |   |   | 3,590,657 |   |
|                                                    |   |                    |       |   |                   |   |       |                    |   |   |       |   |   |            |       |   |   |   |   |   |
| Loss      from operations                               |   |                    | (605,601   | )      |                   |   | (372,446   | )                       |   |   | (1,035,511 | )      |   |            | (807,107   | ) |   |   | (3,590,657 | ) |
|                                                    |   |                    |       |   |                   |   |       |                    |   |   |       |   |   |            |       |   |   |   |   |   |
| Interest      income                                    |   |                    | -          |   |                   |   | 1          |                    |   |   | -          |   |   |            | 131        |   |   |   | 657 |   |
| Interest      expense                                   |   |                    | -          |   |                   |   | (12,738    | )                       |   |   | (6,971     | )      |   |            | (12,738    | ) |   |   | (22,109 | ) |
|                                                    |   |                    |       |   |                   |   |       |                    |   |   |       |   |   |            |       |   |   |   |   |   |
| Net      loss                                           |   | $                       | (605,601   | )      |                   | $      | (385,183   | )                       |   | $      | (1,042,482 | )      |   | $               | (819,714   | ) |   | $ | (3,612,109 | ) |
|                                                    |   |                    |       |   |                   |   |       |                    |   |   |       |   |   |            |       |   |   |   |   |   |
| Net      loss per share,                                |   |                    |       |   |                   |   |       |                    |   |   |       |   |   |            |       |   |   |   |   |   |
|    basic      and diluted                |   | $                       | (0.01      | )      |                   | $      | (0.01      | )                       |   | $      | (0.02      | )      |   | $               | (0.01      | ) |   |   |   |   |
|                                                    |   |                    |       |   |                   |   |       |                    |   |   |       |   |   |            |       |   |   |   |   |   |
| Weighted      average                                   |   |                    |       |   |                   |   |       |                    |   |   |       |   |   |            |       |   |   |   |   |   |
|    number      of common                 |   |                    |       |   |                   |   |       |                    |   |   |       |   |   |            |       |   |   |   |   |   |
|    shares      outstanding,              |   |                    |       |   |                   |   |       |                    |   |   |       |   |   |            |       |   |   |   |   |   |
|    basic      and diluted                |   |                    | 63,359,318 |   |                   |   | 60,231,892 |                    |   |   | 62,304,937 |   |   |            | 59,931,346 |   |   |   |   |   |

----

|                                                                                                                                                  |   |                      |        |   |              |   |    |    |   |   |        |   |   |       |   |   | Deficit         |   |    |          |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------|-------------|--------|-------------------|--------|---------|---------|--------|--------|-------------|--------|--------|------------|--------|--------|-----------------|--------|---------|---------------|--------|
|                                                                                                                                                  |   |                      |        |   |              |   |    |    |   |   |        |   |   |       |   |   | Accumulated     |   |    | Total         |   |
|                                                                                                                                                  |   |                      |        |   |              |   |    |    |   |   |        |   |   | Additional |   |   | During      the |   |    | Stockholders' |   |
|                                                                                                                                                  |   | Class      A Common Stock |        |   | Common      Stock |   |    | Paid-In |   |   | Development |   |   | Equity     |   |
|                                                                                                                                                  |   | Shares                    |        |   | Amount            |   |    | Shares  |   |   | Amount      |   |   | Capital    |   |   | Stage           |   |    | (Deficiency)  |   |
|                                                                                                                                                  |   |                      |        |   |              |   |    |    |   |   |        |   |   |       |   |   |            |   |    |          |   |
| Net      loss for period December 18, 2002 (date of inception) to June      30, 2003                                                             |   |                      | -           |   |              | $      | -       |    |   |   | -           |   |   | $          | -      |   |            | $      | -       |          |   | $ | (60 | ) |   | $ | (60 | ) |
|                                                                                                                                                  |   |                      |        |   |              |   |    |    |   |   |        |   |   |       |   |   |            |   |    |          |   |   |   |   |   |   |   |   |
| Balances,      June 30, 2003                                                                                                                          |   |                      | -           |   |              |   | -       |    |   |   | -           |   |   |       | -      |   |            |   | -       |          |   |   | (60 | ) |   |   | (60 | ) |
|                                                                                                                                                  |   |                      |        |   |              |   |    |    |   |   |        |   |   |       |   |   |            |   |    |          |   |   |   |   |   |   |   |   |
| Sale      of Class A common stock in October 2003 at a price of $.001      per share                                                             |   |                      | 50,000,000  |   |              |   | 50,000  |    |   |   | -           |   |   |       | -      |   |            |   | -       |          |   |   | - |   |   |   | 50,000 |   |
|                                                                                                                                                  |   |                      |        |   |              |   |    |    |   |   |        |   |   |       |   |   |            |   |    |          |   |   |   |   |   |   |   |   |
| Sale      of common stock from October 2003 to June 2004 at a price of      $,01 per share                                                       |   |                      | -           |   |              |   | -       |    |   |   | 8,560,257   |   |   |       | 8,560  |   |            |   | 77,042  |          |   |   | - |   |   |   | 85,602 |   |
|                                                                                                                                                  |   |                      |        |   |              |   |    |    |   |   |        |   |   |       |   |   |            |   |    |          |   |   |   |   |   |   |   |   |
| Net      loss for year ended June 30, 2004                                                                                                            |   |                      | -           |   |              |   | -       |    |   |   | -           |   |   |       | -      |   |            |   | -       |          |   |   | (35,978 | ) |   |   | (35,978 | ) |
|                                                                                                                                                  |   |                      |        |   |              |   |    |    |   |   |        |   |   |       |   |   |            |   |    |          |   |   |   |   |   |   |   |   |
| Balances,      June 30, 2004                                                                                                                          |   |                      | 50,000,000  |   |              |   | 50,000  |    |   |   | 8,560,257   |   |   |       | 8,560  |   |            |   | 77,042  |          |   |   | (36,038 | ) |   |   | 99,564 |   |
|                                                                                                                                                  |   |                      |        |   |              |   |    |    |   |   |        |   |   |       |   |   |            |   |    |          |   |   |   |   |   |   |   |   |
| Costs      associated with sale of common stock subject to possible      rescission                                                              |   |                      | -           |   |              |   | -       |    |   |   | -           |   |   |       | -      |   |            |   | (95,877 | )             |   |   | - |   |   |   | (95,877 | ) |
|                                                                                                                                                  |   |                      |        |   |              |   |    |    |   |   |        |   |   |       |   |   |            |   |    |          |   |   |   |   |   |   |   |   |
| Net      loss for year ended June 30, 2005                                                                                                            |   |                      | -           |   |              |   | -       |    |   |   | -           |   |   |       | -      |   |            |   | -       |          |   |   | (258,355 | ) |   |   | (258,355 | ) |
|                                                                                                                                                  |   |                      |        |   |              |   |    |    |   |   |        |   |   |       |   |   |            |   |    |          |   |   |   |   |   |   |   |   |
| Balances,      June 30, 2005                                                                                                                          |   |                      | 50,000,000  |   |              |   | 50,000  |    |   |   | 8,560,257   |   |   |       | 8,560  |   |            |   | (18,835 | )             |   |   | (294,393 | ) |   |   | (254,668 | ) |
|                                                                                                                                                  |   |                      |        |   |              |   |    |    |   |   |        |   |   |       |   |   |            |   |    |          |   |   |   |   |   |   |   |   |
| Sale      of common stock from August 2005 to February 2006 in public      offering at $1.50 per share less offering costs of      $138,471 |   |                      | -           |   |              |   | -       |    |   |   | 743,648     |   |   |       | 744    |   |            |   | 976,257 |          |   |   | - |   |   |   | 977,001 |   |
|                                                                                                                                                  |   |                      |        |   |              |   |    |    |   |   |        |   |   |       |   |   |            |   |    |          |   |   |   |   |   |   |   |   |
| Conversion      of Class A common stock to common stock by related parties      in February and May 2006                                    |   |                      | (50,000,000 | )      |              |   | (50,000 | )       |   |   | 50,000,000  |   |   |       | 50,000 |   |            |   | -       |          |   |   | - |   |   |   | - |   |

----

|                                                                                                                          |   |                      |   |   |              |   |   |    |   |   |        |   |   |       |   |   | Deficit         |   |      |          |   |
|-------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------|--------|--------|-------------------|--------|--------|---------|--------|--------|-------------|--------|--------|------------|--------|--------|-----------------|--------|-----------|---------------|--------|
|                                                                                                                          |   |                      |   |   |              |   |   |    |   |   |        |   |   |       |   |   | Accumulated     |   |      | Total         |   |
|                                                                                                                          |   |                      |   |   |              |   |   |    |   |   |        |   |   | Additional |   |   | During      the |   |      | Stockholders' |   |
|                                                                                                                          |   | Class      A Common Stock |   |   | Common      Stock |   |   | Paid-In |   |   | Development |   |   | Equity     |   |
|                                                                                                                          |   | Shares                    |   |   | Amount            |   |   | Shares  |   |   | Amount      |   |   | Capital    |   |   | Stage           |   |      | (Deficiency)  |   |
|                                                                                                                |   |                      |   |   |              |   |   |    |   |   |        |   |   |       |   |   |            |   |      |          |   |
| Conversion      of $60,000 loans payable and accrued interest to common stock      in March 2006                    |   |                      | -      |   |              | $      | -      |    |   |   | 40,000      |   |   | $          | 40     |   |            | $      | 62,360    |          |   | $ | - |   |   | $ | 62,400 |   |
|                                                                                                                          |   |                      |   |   |              |   |   |    |   |   |        |   |   |       |   |   |            |   |      |          |   |   |   |   |   |   |   |   |
| Shares      issued for services                                                                                               |   |                      | -      |   |              |   | -      |    |   |   | 20,000      |   |   |       | 20     |   |            |   | 19,980    |          |   |   | - |   |   |   | 20,000 |   |
|                                                                                                                          |   |                      |   |   |              |   |   |    |   |   |        |   |   |       |   |   |            |   |      |          |   |   |   |   |   |   |   |   |
| Sale      of Units from May 2006 to June 2006 in private offering at $1.15 per Unit less offering costs of      $38 |   |                      | -      |   |              |   | -      |    |   |   | 192,464     |   |   |       | 192    |   |            |   | 221,104   |          |   |   | - |   |   |   | 221,296 |   |
|                                                                                                                          |   |                      |   |   |              |   |   |    |   |   |        |   |   |       |   |   |            |   |      |          |   |   |   |   |   |   |   |   |
| Net      loss for year ended June 30, 2006                                                                                    |   |                      |   |   |              |   |   |    |   |   |        |   |   |       |   |   |            |   |      |          |   |   | (1,225,045 | ) |   |   | (1,225,045 | ) |
|                                                                                                                          |   |                      |   |   |              |   |   |    |   |   |        |   |   |       |   |   |            |   |      |          |   |   |   |   |   |   |   |   |
| Balances,      June 30, 2006                                                                                                  |   |                      | -      |   |              |   | -      |    |   |   | 59,556,369  |   |   |       | 59,556 |   |            |   | 1,260,866 |          |   |   | (1,519,438 | ) |   |   | (199,016 | ) |
|                                                                                                                          |   |                      |   |   |              |   |   |    |   |   |        |   |   |       |   |   |            |   |      |          |   |   |   |   |   |   |   |   |
| Sale      of Units in private placements                                                                                      |   |                      | -      |   |              |   | -      |    |   |   | 1,208,887   |   |   |       | 1,209  |   |            |   | 759,140   |          |   |   | - |   |   |   | 760,349 |   |
|                                                                                                                          |   |                      |   |   |              |   |   |    |   |   |        |   |   |       |   |   |            |   |      |          |   |   |   |   |   |   |   |   |
| Shares      issued for services and adjustments                                                                               |   |                      | -      |   |              |   | -      |    |   |   | 191,505     |   |   |       | 192    |   |            |   | (192      | )             |   |   | - |   |   |   | - |   |
|                                                                                                                          |   |                      |   |   |              |   |   |    |   |   |        |   |   |       |   |   |            |   |      |          |   |   |   |   |   |   |   |   |
| Net      loss for year ended June 30, 2007                                                                                    |   |                      | -      |   |              |   | -      |    |   |   | -           |   |   |       | -      |   |            |   | -         |          |   |   | (1,050,189 | ) |   |   | (1,050,189 | ) |
|                                                                                                                          |   |                      |   |   |              |   |   |    |   |   |        |   |   |       |   |   |            |   |      |          |   |   |   |   |   |   |   |   |
| Balances,      June 30, 2007                                                                                                  |   |                      | -      |   |              |   | -      |    |   |   | 60,956,761  |   |   |       | 60,957 |   |            |   | 2,019,814 |          |   |   | (2,569,627 | ) |   |   | (488,856 | ) |
|                                                                                                                          |   |                      |   |   |              |   |   |    |   |   |        |   |   |       |   |   |            |   |      |          |   |   |   |   |   |   |   |   |
| Unaudited:                                                                                                                    |   |                      |   |   |              |   |   |    |   |   |        |   |   |       |   |   |            |   |      |          |   |   |   |   |   |   |   |   |
|                                                                                                                          |   |                      |   |   |              |   |   |    |   |   |        |   |   |       |   |   |            |   |      |          |   |   |   |   |   |   |   |   |
| Sale      of Units in private placements                                                                                      |   |                      | -      |   |              |   | -      |    |   |   | 2,278,613   |   |   |       | 2,278  |   |            |   | 567,606   |          |   |   | - |   |   |   | 569,884 |   |
|                                                                                                                          |   |                      |   |   |              |   |   |    |   |   |        |   |   |       |   |   |            |   |      |          |   |   |   |   |   |   |   |   |
| Sale      of shares                                                                                                           |   |                      | -      |   |              |   | -      |    |   |   | 200,000     |   |   |       | 200    |   |            |   | 19,800    |          |   |   | - |   |   |   | 20,000 |   |
|                                                                                                                          |   |                      |   |   |              |   |   |    |   |   |        |   |   |       |   |   |            |   |      |          |   |   |   |   |   |   |   |   |
| Shares      issued for services                                                                                               |   |                      | -      |   |              |   | -      |    |   |   | 2,327,000   |   |   |       | 2,327  |   |            |   | 471,073   |          |   |   | - |   |   |   | 473,400 |   |
|                                                                                                                          |   |                      |   |   |              |   |   |    |   |   |        |   |   |       |   |   |            |   |      |          |   |   |   |   |   |   |   |   |
| Net      loss for nine months ended March 31, 2008                                                                       |   |                      | -      |   |              |   | -      |    |   |   | -           |   |   |       | -      |   |            |   | -         |          |   |   | (1,042,482 | ) |   |   | (1,042,482 | ) |
|                                                                                                                          |   |                      |   |   |              |   |   |    |   |   |        |   |   |       |   |   |            |   |      |          |   |   |   |   |   |   |   |   |
| Balances,      March 31, 2008                                                                                                 |   |                      | -      |   |              | $      | -      |    |   |   | 65,762,374  |   |   | $          | 65,762 |   |            | $      | 3,078,293 |          |   | $ | (3,612,109 | ) |   | $ | (468,054 | ) |

----

|                                                                              |   |                   |       |   |                    |   |     | Cumulative      |   |
|-----------------------------------------------------------------------------------|--------|------------------------|------------|--------|-------------------------|--------|----------|-----------------|--------|
|                                                                              |   |                   |       |   |                    |   |     | During      the |   |
|                                                                              |   |                   |       |   |                    |   |     | Development     |   |
|                                                                              |   |                   |       |   |                    |   |     | Stage           |   |
|                                                                              |   | Nine      Months Ended |       |   | (December      18, 2002 |   |
|                                                                              |   | March      31,         |       |   | to      March 31,       |   |
|                                                                              |   | 2008                   |       |   | 2007                    |   |     | 2008)           |   |
|                                                                              |   |                   |       |   |                    |   |     |            |   |   |
| Cash      flows from operating activities:                                        |   |                   |       |   |                    |   |     |            |   |   |
|    Net      loss                                                   |   | $                      | (1,042,482 | )      |                    | $      | (819,714 | )               |   | $ | (3,612,109 | ) |
|    Interest      accrued on convertible notes payable              |   |                   | -          |   |                    |   | -        |            |   |   | 2,400 |   |
|    Shares      issued for services                                 |   |                   | 473,400    |   |                    |   | -        |            |   |   | 493,400 |   |
|    Depreciation      of equipment                                  |   |                   | 3,213      |   |                    |   | 3,340    |            |   |   | 8,244 |   |
|    Amortization      of patent costs                               |   |                   | 1,125      |   |                    |   | 1,125    |            |   |   | 5,250 |   |
|    Changes      in operating assets and liabilities:               |   |                   |       |   |                    |   |     |            |   |   |   |   |
|       Prepaid      expenses                         |   |                   | 54,883     |   |                    |   | (6,821   | )               |   |   | (4,069 | ) |
|       Organization      costs                       |   |                   | 60         |   |                    |   | 90       |            |   |   | - |   |
|       Accounts      payable and accrued expenses    |   |                   | (9,426     | )      |                    |   | 81,239   |            |   |   | 132,479 |   |
|       Payroll      taxes, withholdings, and accrued |   |                   |       |   |                    |   |     |            |   |   |   |   |
|          interest      and penalties |   |                   | (49,149    | )      |                    |   | 116,007  |            |   |   | 142,920 |   |
|                                                                              |   |                   |       |   |                    |   |     |            |   |   |   |   |
|       Net      cash used for operating activities   |   |                   | (568,376   | )      |                    |   | (624,734 | )               |   |   | (2,831,485 | ) |
|                                                                              |   |                   |       |   |                    |   |     |            |   |   |   |   |
| Cash      flows from investing activities:                                        |   |                   |       |   |                    |   |     |            |   |   |   |   |
|    Equipment      purchased                                        |   |                   | -          |   |                    |   | (10,253  | )               |   |   | (15,984 | ) |
|    Patent      costs incurred                                      |   |                   | -          |   |                    |   | -        |            |   |   | (15,000 | ) |
|                                                                              |   |                   |       |   |                    |   |     |            |   |   |   |   |
|   Net      cash used for investing activities                           |   |                   | -          |   |                    |   | (10,253  | )               |   |   | (30,984 | ) |
|                                                                              |   |                   |       |   |                    |   |     |            |   |   |   |   |
| Cash      flows from financing activities:                                        |   |                   |       |   |                    |   |     |            |   |   |   |   |
|    Proceeds      from notes payable                                |   |                   | -          |   |                    |   | -        |            |   |   | 60,000 |   |
|    Loans      from related party                                   |   |                   | -          |   |                    |   | -        |            |   |   | 54,427 |   |
|    Repayment      of loans from related party                      |   |                   | -          |   |                    |   | -        |            |   |   | (54,427 | ) |
|    Stock      subscriptions collected from private placements, net |   |                   | 589,884    |   |                    |   | 574,483  |            |   |   | 1,852,510 |   |
|    Sale      of common stock in public offering                    |   |                   | -          |   |                    |   | -        |            |   |   | 1,115,472 |   |
|    Public      offering costs incurred                             |   |                   | -          |   |                    |   | -        |            |   |   | (138,471 | ) |
|                                                                              |   |                   |       |   |                    |   |     |            |   |   |   |   |
|    Net      cash provided by  financing activities       |   |                   | 589,884    |   |                    |   | 574,483  |            |   |   | 2,889,511 |   |
|                                                                              |   |                   |       |   |                    |   |     |            |   |   |   |   |
| Net      increase (decrease) in cash                                              |   |                   | 21,508     |   |                    |   | (60,504  | )               |   |   | 27,042 |   |
|                                                                              |   |                   |       |   |                    |   |     |            |   |   |   |   |
| Cash,      beginning of period                                                    |   |                   | 5,534      |   |                    |   | 63,243   |            |   |   | - |   |
|                                                                              |   |                   |       |   |                    |   |     |            |   |   |   |   |
| Cash,      end of period                                                          |   | $                      | 27,042     |   |                    | $      | 2,739    |            |   | $ | 27,042 |   |
|                                                                              |   |                   |       |   |                    |   |     |            |   |   |   |   |
| Supplemental      disclosures of cash flow information:                           |   |                   |       |   |                    |   |     |            |   |   |   |   |
|    Interest      paid                                              |   | $                      | 5,833      |   |                    | $      | 9,665    |            |   | $ | 18,571 |   |
|                                                                              |   |                   |       |   |                    |   |     |            |   |   |   |   |
|    Income      taxes paid                                          |   | $                      | -          |   |                    | $      | -        |            |   | $ | - |   |

----

----

----

|                                                      |   | Nine      Months EndedMarch 31, 2008 |      |   | Year      Ended June 30,      2007 |   |
|-----------------------------------------------------------|--------|--------------------------------------|-----------|--------|-----------------------------------------|--------|
|                                                      |   |                                 |      |   |                                    |   |
|    Outstanding      at beginning of period |   |                                 | 1,291,780 |   |                                    |   | 192,464 |   |
|    Issued                                  |   |                                 | 2,278,613 |   |                                    |   | 1,291,780 |   |
|    Exercised                               |   |                                 | -         |   |                                    |   | - |   |
|    Expired                                 |   |                                 | (909,135  | )      |                                    |   | (192,464 | ) |
|                                                      |   |                                 |      |   |                                    |   |   |   |
|    Outstanding      at end of period       |   |                                 | 2,661,258 |   |                                    |   | 1,291,780 |   |

----

----

| 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 49,277,778 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      expect to outsource manufacturing of our SmartCards once we have sales      orders. We do not intend to purchase any plants or significant      equipment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| We      currently have three full time employees, including Colin Hendrick, our      President and Chief Executive Officer. Once we have begun to generate      sales, we intend to hire additional employees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| COMPLETION      OF PROTOTYPE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| A      prototype of our SmartCard was completed in February 2005 and we have been      adjusting and developing software for the card since that      date.  The finished product will be the prototype or model for      our SmartCards, which will be manufactured upon receipt of customer      orders.   We are in the process of revising some of the      engineering of the prototype so as to decrease the size of the circuitry      contained in the SmartCard. We expect that the revised prototype will be      completed in December 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| PRODUCTION      OF SMARTCARDS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Upon      completion of our revised SmartCard prototype, we will seek to obtain      orders for it.  Because SmartMetric does not own or rent a      manufacturing facility, we will enter into a contract with a manufacturing      facility to produce our SmartCards.  Although we have engaged in      preliminary negotiations with two potential manufacturers, no contract has      been signed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| SmartMetric      does not believe its business is seasonal in any way.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| RESULTS      OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| NINE      MONTHS ENDED MARCH 31, 2008 COMPARED TO NINE MONTHS ENDED MARCH 31,      2007                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| For the nine months      ending March 31, 2007, there were $0 sales revenues and a net loss of      $385,184. For the nine months ending March 31, 2008, there were $0 sales      revenues and a net loss of $605,596. This increased loss of $220,412 or      57% is a result of a decrease in interest income (expense) and an increase      in general and administrative expense, partially offset by a decrease in      research and development expense. Interest income (expense) decreased from      $12,738 to $0 from the nine montbs ended March 31, 2007 to the nine months      ended March 31, 2008. This is a result of the satisfaction of late payroll      taxes payable. We spent $91,804 and $0 on research and development for the      nine months ended March 31, 2007 and March 31, 2008 respectively, a      decrease of $91,804 or 100%. This is a result of previously outstanding      checks which never cleared. Other general and administrative expenses      increased 2.6% from $238,143 in the nine months ended March 31, 2007 to      $586,853 for the nine months ended March 31, 2008. This is a result of      increased administrative payroll and the reclassification of Research      & Development expenses to General and Administrative. Officers salary      remained consistent at $127,500 for the nine months ended March 31, 2007      and March 31, 2008. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| THREE      MONTHS ENDED MARCH 31, 2008 COMPARED TO THREE MONTHS ENDED MARCH 31,      2007                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| For      the three months ending March 31, 2007, there were $0 sales revenues and a      net loss of $344,955. For the three months ending March 31, 2008, there      were $0 sales revenues and a net loss of $605,596. This decreased loss of      $260,641 or 76% is a result of increases in general and administrative      expenses, partially offset by a decrease in interest income (expense). We      spent $91,804 and $0 on research and development for the three months      ended March 31, 2007 and March 31, 2008 respectively, a decrease of      $91,804 or 100%. This is a result of drafts being reclassified fron      Research and Development to General and Administrative expenses. Other      general and administrative expenses increased 278% from $210,652 in the      quarter ended March 31, 2007 to $586,853 for the quarter ended March 31,      2008. This is a result of drafts being properly reclassified to General      and Administrative expenses. Interest income (expense) decreased from $1      to $0 from the quarter ended March 31, 2007 to the quarter ended March 31,      2008. Officer's salary remained consistent at $42,500 for the quarters      ended March 31, 2007 and March 31,2008.                                                                                                                                                                      |

----

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| Exhibit      No. | Description                                                                                                                                                                                                                                                          |
|------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |                                                                                                                                                                                                                                                                 |
| 31.1             | Certification      of SmartMetric’s Chief Executive Officer pursuant to Rule13a- 14(a) of the      Securities Exchange Act of 1934                                                                                                                             |
|             |                                                                                                                                                                                                                                                                 |
| 31.2             | Certificate      of SmartMetric’s Chief Financial Officer pursuant to Rule13a- 14(a) of the      Securities Exchange Act of 1934                                                                                                                               |
|             |                                                                                                                                                                                                                                                                 |
| 32.1             | Certification      of SmartMetric’s Chief Executive 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) |

----

|                                | SMARTMETRIC,      INC. |                           |
|-------------------------------------|------------------------|--------------------------------|
|                                |                   |                           |   |
| Dated:  May      20, 2008 | By:                    | /s/ Colin      Hendrick   |   |
|                                |                   | Colin      Hendrick, President |   |
|                                |                   |                           |   |
|                                |                   |                           |   |