U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



xQUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934.



For the quarterly period ended December 31,
2016



 ̈TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934.



For the transition period from             to



Commission File No.  000-54853



|SMARTMETRIC, INC.                                                
|-----------------------------------------------------------------
|(Exact name of small business issuer as specified in its charter)
|                                                                 
|Nevada                                                           
|(State or other jurisdiction of incorporation or organization)   
|                                                                 
|3960 Howard Hughes Parkway, Suite 500, Las Vegas, NV 89109       
|(Address of principal executive offices)                         
|                                                                 
|(702) 990-3687                                                   
|(Issuer’s telephone number)                                      



Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. YesxNo ̈



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YesxNo ̈



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



|Large accelerated filer |  ̈ | Accelerated filer         |  ̈
|----------------------- | - | ------------------------- | -
|Non-accelerated filer   |  ̈ | Smaller reporting company | x



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



As of February 10, 2017, there were 223,142,799
shares issued and outstanding of the registrant’s common stock.













INDEX



|         |                                                                                                                           | Page      
|-------- | ------------------------------------------------------------------------------------------------------------------------- | ----------
|         |                                                                                                                           |           
|PART I.  | FINANCIAL INFORMATION                                                                                                     |           
|Item 1.  | Financial Statements                                                                                                      |           
|         | Condensed consolidated balance sheets as of December 31, 2016 (unaudited) and June 30, 2016                               | F-1       
|         | Condensed consolidated statements of operations for the three-and-six months ended December 31, 2016 and 2015 (unaudited) | F-2       
|         | Condensed consolidated statements of cash flows for the six months ended December 31, 2016 and 2015 (unaudited)           | F-3       
|         | Notes to condensed consolidated financial statements (unaudited)                                                          | F-4 - F-11
|Item 2.  | Management’s Discussion and Analysis of Financial Condition and Results of Operations                                     | 3         
|Item 3.  | Quantitative and Qualitative Disclosures about Market Risk                                                                | 7         
|Item 4.  | Controls and Procedures                                                                                                   | 7         
|         |                                                                                                                           |           
|PART II  | OTHER INFORMATION                                                                                                         |           
|Item 1.  | Legal Proceedings                                                                                                         | 8         
|Item 1A. | Risk Factors                                                                                                              | 8         
|Item 2.  | Unregistered sales of equity securities and use of proceeds                                                               | 9         
|Item 3.  | Defaults Upon Senior Securities                                                                                           | 9         
|Item 4.  | Mine Safety Disclosures                                                                                                   | 9         
|Item 5.  | Other Information                                                                                                         | 9         
|Item 6.  | Exhibits                                                                                                                  | 9         
|         | Signatures                                                                                                                | 10        



2







SMARTMETRIC, INC. AND SUBSIDIARY

Condensed Consolidated Balance Sheets



|                                                                                                                                      |  | December 31, |             |   | June 30, |  
|------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ----------- | - | -------- | -
|                                                                                                                                      |  | 2016         |             |   | 2016     |  
|                                                                                                                                      |  | (unaudited)  |             |   |          |  
|Assets                                                                                                                                |  |              |             |   |          |  
|Current assets:                                                                                                                       |  |              |             |   |          |  
|Cash                                                                                                                                  |  | $            | 113,701     |   |          | $
|Prepaid expenses and other current assets                                                                                             |  |              | 106,142     |   |          |  
|                                                                                                                                      |  |              |             |   |          |  
|Total current assets                                                                                                                  |  |              | 219,843     |   |          |  
|                                                                                                                                      |  |              |             |   |          |  
|Other assets:                                                                                                                         |  |              |             |   |          |  
|                                                                                                                                      |  |              |             |   |          |  
|Total assets                                                                                                                          |  | $            | 219,843     |   |          | $
|                                                                                                                                      |  |              |             |   |          |  
|Liabilities and Stockholders' Deficit                                                                                                 |  |              |             |   |          |  
|                                                                                                                                      |  |              |             |   |          |  
|Current liabilities:                                                                                                                  |  |              |             |   |          |  
|Accounts payable and accrued expenses                                                                                                 |  | $            | 651,986     |   |          | $
|Liability for stock to be issued                                                                                                      |  |              | 424,583     |   |          |  
|Deferred Officer salary                                                                                                               |  |              | 457,515     |   |          |  
|Shareholder loan                                                                                                                      |  |              | 22,300      |   |          |  
|                                                                                                                                      |  |              |             |   |          |  
|Total current liabilities                                                                                                             |  |              | 1,556,384   |   |          |  
|                                                                                                                                      |  |              |             |   |          |  
|Commitments and contingencies                                                                                                         |  |              |             |   |          |  
|                                                                                                                                      |  |              |             |   |          |  
|Stockholders' deficit:                                                                                                                |  |              |             |   |          |  
|Preferred stock, $.001 par value; 5,000,000 shares authorized, 410,000 and 410,000 shares issued and outstanding                      |  |              | 410         |   |          |  
|Common stock, $.001 par value; 300,000,000 shares authorized, 219,819,799 and 203,735,166 shares issued and outstanding, respectively |  |              | 219,820     |   |          |  
|Additional paid-in capital                                                                                                            |  |              | 22,305,350  |   |          |  
|Accumulated deficit                                                                                                                   |  |              | (23,862,121 | ) |          |  
|                                                                                                                                      |  |              |             |   |          |  
|Total stockholders' deficit                                                                                                           |  |              | (1,336,541  | ) |          |  
|                                                                                                                                      |  |              |             |   |          |  
|Total liabilities and stockholders' deficit                                                                                           |  | $            | 219,843     |   |          | $



See notes to condensed consolidated financial
statements.



F-1







SMARTMETRIC, INC. AND SUBSIDIARY

Condensed Consolidated Statements Of Operations
(unaudited)





|                                                                        |  | Three Months |             |   | Three Months |   |             | Six Months |  |   | Six Months  |  
|----------------------------------------------------------------------- |  | ------------ | ----------- | - | ------------ | - | ----------- | ---------- |  | - | ----------- | -
|                                                                        |  | Ended        |             |   | Ended        |   |             | Ended      |  |   | Ended       |  
|                                                                        |  | December     |             |   | December     |   |             | December   |  |   | December    |  
|                                                                        |  | 31,          |             |   | 31,          |   |             | 31,        |  |   | 31,         |  
|                                                                        |  | 2016         |             |   | 2015         |   |             | 2016       |  |   | 2015        |  
|                                                                        |  |              |             |   |              |   |             |            |  |   |             |  
|Revenues                                                                |  | $            | -           |   |              | $ | -           |            |  | $ | -           |  
|                                                                        |  |              |             |   |              |   |             |            |  |   |             |  
|Expenses:                                                               |  |              |             |   |              |   |             |            |  |   |             |  
|Officer's salary                                                        |  |              | 47,500      |   |              |   | 47,500      |            |  |   | 95,000      |  
|Other general and administrative                                        |  |              | 218,538     |   |              |   | 268,518     |            |  |   | 414,553     |  
|Research and development                                                |  |              | 45,755      |   |              |   | 47,680      |            |  |   | 97,600      |  
|                                                                        |  |              |             |   |              |   |             |            |  |   |             |  
|Total operating expenses                                                |  |              | 311,793     |   |              |   | 363,698     |            |  |   | 607,153     |  
|                                                                        |  |              |             |   |              |   |             |            |  |   |             |  
|Loss from operations before income taxes                                |  |              | (311,793    | ) |              |   | (363,698    | )          |  |   | (607,153    | )
|                                                                        |  |              |             |   |              |   |             |            |  |   |             |  
|Income taxes                                                            |  |              | -           |   |              |   | -           |            |  |   | -           |  
|                                                                        |  |              |             |   |              |   |             |            |  |   |             |  
|Net loss                                                                |  | $            | (311,793    | ) |              | $ | (363,698    | )          |  | $ | (607,153    | )
|                                                                        |  |              |             |   |              |   |             |            |  |   |             |  
|Net loss per share, basic and diluted                                   |  | $            | (0.00       | ) |              | $ | (0.00       | )          |  | $ | (0.00       | )
|                                                                        |  |              |             |   |              |   |             |            |  |   |             |  
|Weighted average number of common shares outstanding, basic and diluted |  |              | 215,133,929 |   |              |   | 189,610,538 |            |  |   | 210,287,400 |  



See notes to condensed consolidated financial
statements.



F-2







SMARTMETRIC, INC. AND SUBSIDIARY

Condensed Consolidated Statements Of Cash
Flows

(unaudited)



|                                                                            |  | Six Months |          |   | Six Months |  
|--------------------------------------------------------------------------- |  | ---------- | -------- | - | ---------- | -
|                                                                            |  | Ended      |          |   | Ended      |  
|                                                                            |  | December   |          |   | December   |  
|                                                                            |  | 31,        |          |   | 31,        |  
|                                                                            |  | 2016       |          |   | 2015       |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                        |  |            |          |   |            |  
|Net loss                                                                    |  | $          | (607,153 | ) |            | $
|                                                                            |  |            |          |   |            |  
|Adjustments to reconcile net loss to net cash used in operating activities: |  |            |          |   |            |  
|Common stock and warrants issued and issuable for services                  |  |            | 27,744   |   |            |  
|                                                                            |  |            |          |   |            |  
|Changes in assets and liabilities                                           |  |            |          |   |            |  
|Increase in prepaid expenses and other current assets                       |  |            | 18,345   |   |            |  
|Decrease in shareholder loan                                                |  |            | -        |   |            |  
|(Decrease) increase in accounts payable and accrued expenses                |  |            | (4,602   | ) |            |  
|Increase in deferred officer's salary                                       |  |            | 63,334   |   |            |  
|                                                                            |  |            |          |   |            |  
|Net cash used in operating activities                                       |  |            | (502,332 | ) |            |  
|                                                                            |  |            |          |   |            |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                        |  |            | -        |   |            |  
|                                                                            |  |            |          |   |            |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                        |  |            |          |   |            |  
|Proceeds from sale of common stock                                          |  |            | 428,895  |   |            |  
|Liability for stock to be issued                                            |  |            | 48,315   |   |            |  
|                                                                            |  |            |          |   |            |  
|Net cash provided by financing activities                                   |  |            | 477,210  |   |            |  
|                                                                            |  |            |          |   |            |  
|NET (DECREASE) IN CASH                                                      |  |            | (25,122  | ) |            |  
|                                                                            |  |            |          |   |            |  
|CASH                                                                        |  |            |          |   |            |  
|BEGINNING OF PERIOD                                                         |  |            | 138,823  |   |            |  
|                                                                            |  |            |          |   |            |  
|END OF PERIOD                                                               |  | $          | 113,701  |   |            | $
|                                                                            |  |            |          |   |            |  
|CASH PAID DURING THE PERIOD FOR:                                            |  |            |          |   |            |  
|Income taxes                                                                |  | $          | -        |   |            | $
|Interest                                                                    |  | $          | -        |   |            | $



See notes to condensed consolidated financial
statements.



F-3







SMARTMETRIC INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

(UNAUDITED)





|NOTE 1- | ORGANIZATION AND BASIS OF PRESENTATION
|------- | --------------------------------------





SmartMetric, Inc. (the “Company” or “SmartMetric”)
was incorporated in the State of Nevada on December 18, 2002. SmartMetric’s main product is a fingerprint activated card
with a finger sensor onboard the card and a built-in rechargeable battery for portable biometric identification. This card may
be referred to as a biometric card or the SmartMetric Biometric Datacard.  SmartMetric has completed development of its
card along with pre mass manufacturing cards but has not yet begun to mass manufacture the biometric fingerprint activated cards.



The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required
by generally accepted accounting principles for complete financial statements. In the opinion of management of the Company, the
accompanying unaudited financial statements contain all the adjustments (which are of a normal recurring nature) necessary for
a fair presentation. Operating results for the three and six months ended December 31, 2016 are not necessarily indicative of the
results that may be expected for the year ending June 30, 2017. For further information, refer to the financial statements and
the footnotes thereto contained in the Company’s Annual Report on Form 10-K for the year ended June 30, 2016, as filed with
the Securities and Exchange Commission.



Going Concern



As shown in the accompanying condensed consolidated financial
statements the Company has sustained recurring losses of $607,153 and $740,350 for the six months ended December 31, 2016 and 2015
respectively, and has an accumulated deficit of $23,862,121 at December 31, 2016.   The Company has spent a substantial
portion of its time and capital resources in the development of its technology.



There is no guarantee that the Company will be able to
raise enough capital or generate revenues to sustain its operations.  These conditions raise substantial doubt about
the Company’s ability to continue as a going concern.



Management believes that the Company’s capital
requirements will depend on many factors.  These factors include the final phase of development and mass production being
successful as well as product implementation and distribution.



The condensed consolidated financial statements do not
include any adjustments relating to the carrying amounts of recorded assets or the carrying amounts and classification of recorded
liabilities that may be required should the Company be unable to continue as a going concern.





|NOTE 2- | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|------- | ------------------------------------------



Principles of Consolidation



The condensed consolidated financial statements include
the accounts of the Company and its wholly owned subsidiary, SmartMetric Australia Pty. Ltd.  All significant intercompany
accounts and transactions have been eliminated in consolidation.



F-4







SMARTMETRIC INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

(UNAUDITED)





|NOTE 2- | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|------- | ------------------------------------------------------



Use of Estimates



The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during the reporting period.  On an ongoing basis,
the Company evaluates its estimates, including, but not limited to, those related to income taxes and contingencies.  The
Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under
the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities
that are not readily apparent from other sources.  Actual results could differ from those estimates.



Cash and Cash Equivalents



The Company considers all highly liquid debt instruments
and other short-term investments with an initial maturity of three months or less to be cash equivalents.  Any amounts
of cash in financial institutions over FDIC insured limits exposes the Company to cash concentration risk. The Company had no cash
equivalents at December 31, 2016 and June 30, 2016.



Research and Development



The Company annually incurs costs on activities that
relate to research and development of new technology and products.  Research and development costs are expensed as incurred.



Revenue Recognition



The Company has not recognized revenues to date.  The
Company anticipates recognizing revenue in accordance with the contracts it enters into for the sale and distribution of its products.



F-5







SMARTMETRIC INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

(UNAUDITED)





|NOTE 2- | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|------- | ------------------------------------------------------



Accounts Receivable



The Company will extend credit based on its evaluation
of the customers’ financial condition, generally without requiring collateral.  Exposure to losses on receivables
is expected to vary by customer due to the financial condition of each customer.  The Company will monitor exposure to
credit losses and maintains allowances for anticipated losses considered necessary under the circumstances.  The Company
has not recorded any receivables, and therefore no allowance for doubtful accounts.



Uncertainty in Income Taxes



GAAP requires the recognition and measurement of uncertain
income tax positions using a “more-likely-than-not” approach.   Management evaluates Company tax positions
on an annual basis and has determined that as of December 31, 2016 no accrual for uncertain income tax positions is necessary.



The Company files income tax returns in the United States
("U.S.") federal jurisdiction.  Generally, the Company is no longer subject to U.S. federal examinations by
tax authorities for fiscal years prior to 2012.  The Company does not file in any other jurisdiction and remains open
for audit for all tax years as the statute of limitations does not begin until the returns are filed.



Advertising Costs



The Company will expense the cost associated with advertising
as incurred.



Equipment



Equipment is stated at cost.  Depreciation
is computed using the straight-line method over the estimated economic useful lives of the assets ranging from 3 - 5 years.



Loss Per Share of Common Stock



Basic net loss per common share is computed using the
weighted average number of common shares outstanding.  The calculation of diluted earnings per share ("EPS")
includes consideration of dilution arising from common stock equivalents, such as stock issuable pursuant to the exercise of stock
options and warrants.  Common stock equivalents were not included in the computation of diluted earnings per share on
the consolidated statement of operations due to the fact that the Company reported a net loss and to do so would be anti-dilutive
for the periods presented.



Stock-Based Compensation



The Company measures expense for issuances of stock-based
compensation to employees and others at fair value of the stock and warrants issued, as this is more reliable than the fair value
of the services received complete. The fair value of the equity instrument is charged directly to compensation expense and additional
paid-in capital.



F-6







SMARTMETRIC INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

(UNAUDITED)





|NOTE 3- | PREPAID EXPENSES
|------- | ----------------



Prepaid expenses represent the unexpired terms of various
consulting agreements as well as advance rental payments.  The Company issued common stock and warrants as consideration
for the consulting services, and were valued based on the stock price or computed warrant value at the time of the respective agreements.





|NOTE 4 - | COMMITMENTS
|-------- | -----------



Lease Agreement



The Company’s main office is located in Las Vegas,
Nevada. Rent expense under all leases for the six months ended December 31, 2016 and 2015 was $17,955 and $15,379, respectively.



Related Party Transactions



The Company’s Chief Executive Officer has made
cash advances to the Company with an aggregate amount due of $22,300 at December 31, 2016 and June 30, 2016. These advances bear
interest at the rate of five percent (5%) per annum.



The Company has accrued the amounts of $457,515 and $394,181
at December 31, 2016 and June 30, 2016, respectively, as deferred officer’s salary, for the difference between the Chief
Executive Officer’s annual salary and the amounts paid.



F-7







SMARTMETRIC INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

(UNAUDITED)





|NOTE 5- | STOCKHOLDERS’ EQUITY (DEFICIT)
|------- | ------------------------------



Preferred Stock



As of December 31, 2016, the Company has 5,000,000 shares
of preferred stock, par value $0.001, authorized and 410,000 shares issued and outstanding.



On December 11, 2009, the Company filed a Certificate
of Designation with the State of Nevada, to designate 500,000 shares of preferred stock as Series B Convertible Preferred Stock
(“Series B Convertible Preferred Stock”). Effective November 5, 2014, the number of shares designated as Series B Convertible
Preferred Stock was increased to 1,000,000 shares.



Each share of Series B Convertible Preferred Stock has
a par value of $0.001, and a stated value equal to $5.00 (“Stated Value”). Holders of the Series B Convertible Preferred
Stock are entitled to receive dividends or other distributions with the holders of the common stock of the Company on an as converted
basis when, as, and if declared by the directors of the Company. Holders of the Series B Convertible Preferred Stock are entitled
to convert each share of the Series B Convertible Preferred Stock into fifty (50) shares of common stock.



Upon any liquidation, dissolution or winding-up of the
Company, whether voluntary or involuntary, holders of the Series B Convertible Preferred Stock are entitled to receive out of the
assets, whether capital or surplus, of the Company an amount equal to the Stated Value, pro rata with the holders of the common
stock.



F-8







SMARTMETRIC INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

(UNAUDITED)



|NOTE 5- | STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)
        
        Class A Common Stock
        
        As of December 31, 2016, the Company has 50,000,000 shares
of Class A common stock, par value $0.001, authorized and no shares issued and outstanding. In October 2003, the Company issued
50,000,000 shares of Class A common stock at par value ($50,000). These shares were converted into 50,000,000 shares of common
stock in 2006.
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Common Stock



The Company was incorporated on December 18, 2002, with
45,000,000 shares of Common Stock, par value $0.001, authorized. The Articles of Incorporation were amended in 2006 to increase
the number of authorized shares to 100,000,000 shares, and in 2009 to increase the number of authorized shares to 200,000,000.
As a result of a screener's error, the Company previously disclosed in its Quarterly Report on Form 10-Q for the quarters ended
September 30, 2015 and December 31, 2015 that it increased the number of authorized shares of common stock to 300,000,000. On March
31, 2016, our Board of Directors approved an amendment (the “Amendment”) to the Company’s Articles of Incorporation
to increase the total number of shares of authorized capital stock to 305,000,000 shares, par value $0.001 per share, consisting
of (i) 300,000,000 shares of Common Stock, up from 200,000,000 shares of Common Stock, and (ii) 5,000,000 shares of Preferred Stock,
subject to shareholder approval (the “Proposal”). On March 31, 2016, a majority of the Company’s stockholders
approved the Amendment. The Company filed a definitive information statement on Schedule 14C with the Securities and Exchange Commission
on May 4, 2016 (the “InformationStatement”). The Information Statement was furnished to all of the Company’s
shareholders for the purpose of informing them of the action taken by a majority of the Company’s stockholders.



As of December 31, 2016, the Company has 219,819,799
shares of common stock issued and outstanding.



During the three months ended September
30, 2015, the Company sold for cash 2,150,000 shares of common stock and warrants to purchase: (i) 2,687,500 shares at $0.70 per
share, and (ii) 1,354,500 shares at $1.00 per share, for net proceeds of $214,633. The warrants expired at various times through
June 2016.



During the three months ended December
31, 2015, the Company sold for cash 5,242,000 shares of common stock and warrants to purchase: (i) 3,276,250 shares at $0.70 per
share, and (ii) 1,651,230 shares at $1.00 per share, for net proceeds of $261,477. The warrants expired at various times through
October 28, 2016.



During the three months ended March
31, 2016, the Company sold for cash 2,140,000 shares of common stock and warrants to purchase: (i) 1,337,500 shares at $0.70 per
share, and (ii) 674,100 shares at $1.00 per share, for net proceeds of $106,771. The warrants expire at various times through January
15, 2018.



During the three months ended June
30, 2016, the Company sold for cash 7,590,000 shares of common stock and warrants to purchase: (i) 4,743,750 shares at $0.70 per
share, and (ii) 2,390,850 shares at $1.00 per share, for net proceeds of $378,784. The warrants expire at various times through
January 15, 2018.



During the three months ended June
30, 2016, the Company authorized to be issued 5,000,000 shares of common stock for consulting services valued at $550,000, based
on the stock price at the time of the respective agreements underlying the services provided.



During the three months ended September
30, 2016, the Company sold for cash 3,030,000 shares of common stock and warrants to purchase: (i) 1,893,750 shares at $0.70 per
share, and (ii) 954,450 shares at $1.00 per share, for net proceeds of $151,016. The warrants expire at various times through January
15, 2018.



During the three months ended September
30, 2016, the Company authorized to be issued 1,669,633 shares of common stock for consulting services valued at $84,400, based
on the stock price at the time of the respective agreements underlying the services provided.



During the three months ended December
31, 2016, the Company sold for cash 5,570,000 shares of common stock and warrants to purchase: (i) 3,481,250 shares at $0.70 per
share, and (ii) 1,754,550 shares at $1.00 per share, for net proceeds of $282,859. The warrants expire at various times through
January 31, 2018.



F-9







SMARTMETRIC INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

(UNAUDITED)





|NOTE 5- | STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)
|------- | ------------------------------------------



Warrants



From time to time the Company granted warrants in connection
with private placements of securities, as described herein.



In July 2015, as consideration for
a consulting agreement, the Company issued warrants to purchase 300,000 shares of its common stock at an exercise price of $0.01
per share. The warrants are fully vested and exercisable for five-years. The Company valued the warrants using the Black-Scholes
method with the following criteria: stock price of $0.14; volatility 150%; term 5 years; and risk-free rate of 1.71%. The criteria
yielded a per-warrant value of $0.14, resulting in a total value of $42,000 for the 300,000 warrants. The Company recorded the
charge to consulting expense over the three-month term of the consulting agreement. During the three months ended September 30,
2016, the Company recorded a charge of $35,000 to consulting expense, which is included in other general and administrative expenses
in the condensed consolidated statement of operations.



In April 2016, as partial consideration
for consulting services rendered, the Company authorized to be issued warrants to purchase 1,000,000 shares of its common stock
at an exercise price of $0.03 per share (“$0.03 Warrants”), and 2,000,000 warrants to purchase shares of its common
stock at an exercise price of $0.08 per share (“$0.08 Warrants,” and, together with the $0.03 Warrants, the “Warrants”).
The Warrants are fully vested and exercisable for three-years. The Company valued the Warrants using the Black-Sholes option pricing
model with the following criteria: stock price of $0.11; volatility 136%; term 3 years; and risk-free rate of 0.92%. The criteria
yielded a per-warrant value of $0.10 for the $0.03 Warrants, and a per-warrant value of $0.09 for the $0.08 Warrants, resulting
in a total value of $280,000 for the Warrants. The expense has been included in other general and administrative expenses in the
consolidated statement of operations.



As of December 31, 2016 and June
30, 2016, the following is a breakdown of the warrant activity:



December 31, 2016:



|Outstanding - June 30, 2016     |  |  | 12,540,199 |  
|------------------------------- |  |  | ---------- | -
|Issued                          |  |  | 8,084,000  |  
|Exercised                       |  |  | -          |  
|Expired                         |  |  | (94,000    | )
|Outstanding - December 31, 2016 |  |  | 20,530,199 |  



June 30, 2016:



|Outstanding - June 30, 2015 |  |  | 29,475,626  |  
|--------------------------- |  |  | ----------- | -
|Issued                      |  |  | 21,415,680  |  
|Exercised                   |  |  | -           |  
|Expired                     |  |  | (38,351,107 | )
|Outstanding - June 30, 2016 |  |  | 12,540,199  |  



F-10







SMARTMETRIC INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

(UNAUDITED)





|NOTE 5- | STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)
|------- | ------------------------------------------



At December 31, 2016, all of the 20,530,199 warrants
are vested and 17,230,199 warrants expire at various times through January 2018, 3,000,000 warrants expire in September 2019, and
300,000 warrants expire in July 2020.



|NOTE 6- | INCOME TAXES
|------- | ------------



The Company provides for income taxes at the end of each
interim period based on the estimated effective tax rate for the full fiscal year.  Cumulative adjustments to the Company’s
estimate are recorded in the interim period in which a change in the estimated annual effective rate is determined.



The Company has estimated its effective tax rate to be
0%, based primarily on losses incurred and the uncertainty of realization of the tax benefit of such losses.





|NOTE 7- | LITIGATION
|------- | ----------



From time to time, the Company may be a plaintiff or
defendant in various legal proceedings arising in the normal course of our business. We know of no material, active, pending or
threatened proceedings against us or our subsidiaries, nor are we, or any subsidiary, involved as a plaintiff or defendant in any
material proceeding or pending litigation.



F-11







Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS



Cautionary Notice Regarding Forward-Looking Statements



In this quarterly report on Form
10-Q (“Report”), references to “SmartMetric,” “the Company,” “we,” “us,”
and “our” refer to SmartMetric, Inc.



The following discussion should
be read in conjunction with our condensed consolidated financial statements and other financial information appearing elsewhere
in this quarterly report. In addition to historical information, the following discussion and other parts of this quarterly report
contain forward-looking statements. You can identify these statements by forward-looking words such as “plan,” “may,”
“will,” “expect,” “intend,” “anticipate,” believe,” “estimate”
and “continue” or similar words. Forward-looking statements include information concerning possible or assumed future
business success or financial results. You should read statements that contain these words carefully because they discuss future
expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking
information. We believe that it is important to communicate future expectations to investors. However, there may be events in the
future that we are not able to accurately predict or control. Accordingly, we do not undertake any obligation to update any forward-looking
statements for any reason, even if new information becomes available or other events occur in the future.



The forward-looking statements included
herein are based on current expectations that involve a number of risks and uncertainties set forth under “Risk Factors”
in our Annual Report on Form 10-K as of and for the year ended June 30, 2016 and other periodic reports filed with the United
States Securities and Exchange Commission (“SEC”). Accordingly, to the extent that this Report contains forward-looking
statements regarding the financial condition, operating results, business prospects or any other aspect of the Company, please
be advised that the Company’s actual financial condition, operating results and business performance may differ materially
from that projected or estimated by the Company in forward-looking statements. We do not undertake any responsibility to publicly
release any revisions to these forward-looking statements to take into account events or circumstances that occur after the date
of this Report, except as required by law. Additionally, we do not undertake any responsibility to update you on the occurrence
of any unanticipated events which may cause actual results to differ from those expressed or implied by any forward-looking statements.



Overview



SmartMetric, Inc. (“SmartMetric”
or the “Company”) was incorporated pursuant to the laws of Nevada on December 18, 2002. SmartMetric is a development
stage company engaged in the technology industry. SmartMetric has an issued patent covering technology that involves connection
to networks using data cards (smart cards and EMV cards). SmartMetric’s main products are a fingerprint sensor activated
payments card and security card with a finger sensor and fully functional fingerprint reader embedded inside the card. The cards
have a rechargeable battery allowing for portable biometric identification and card activation. This card is referred to as a biometric
card or the SmartMetric Biometric Card.



The SmartMetric Biometric Technology
And Products



SmartMetric's
founder, Chaya Hendrick is the originator and inventor of various miniature biometric activated devices including the SmartMetric
biometric fingerprint activated payments card with an embedded fully functional fingerprint reader inside the card the size and
thickness of a standard credit card. The SmartMetric biometric payments card provides for high level security for credit and debit
cards by adding biometric authentication and activation to the new EMV chip cards now in use around the world. More than 4.8 Billion
EMV chip debit and credit cards are now in use globally. The SmartMetric biometric payments card has been manufactured to be totally
interoperable with the EMV chip card readers and banking infrastructure. Using the advanced electronic miniaturization by SmartMetric
to make its biometric credit/debit cards the Company has also turned its attention to creating a multi-functional biometric, identity,
building access control and logical network access card.



SmartMetric has also turned its
attention to creating a biometric health insurance card with memory for storing a person’s medical files aiding travelers
with medical conditions to have transportable medical files protected by their biometrics. Also assisting in fighting medical fraud
by using the card to provide in-card biometric identity verification.



SmartMetric has developed its rechargeable
battery powered fingerprint reader that is of a scale that fits "inside" a standard credit or debit card. The cardholder
has stored inside the card his or her fingerprint. To activate the card the person swipes the fingerprint sensor, the sensor is
connected to an internal microprocessor that manages the fingerprint sensor fingerprint image capture and comparison matching with
the pre-stored fingerprint of the cardholder held in the internal electronic memory of the card. The card has a surface mounted
EMV chip as found on EMV banking chip cards that is activated or turned on only after a card holders fingerprint has been scanned
and verified using the SmartMetric miniature "in-card" biometric scanner.



There are over 4.8 billion EMV chip
cards used by banks around the world for credit cards, ATM cards and debit cards. SmartMetric sees this existing user base as a
natural market for its advanced security biometric activated card technology. SmartMetric plans to market its in-card biometric
solution as a replacement to the less secure password or PIN used in current cards to card issuing banks and financial institutions.



SmartMetric has completed development
of its biometric card. Modifications are underway to enhance cost effective mass production which has resulted in the Company replacing
its fingerprint sensor component. This modification is expected to be completed by the end of March, 2017. Following the cards
modifications the final card will be made available to payment card networks for final testing and approval. It should be noted
that all approvals for operating on a payments network are at the sole discretion of the respective payments networks themselves.
Having said that there exist a number of payments networks around the world and the Company has options in who it works with going
forward. The Company is now presenting its card to major card issuing banks throughout the world. Following feedback from potential
Bank customers, SmartMetric has incorporated new changes into its card including an indicator light as well as an extended battery
life.



3







The SmartMetric biometric payments card, with a built-in
rechargeable battery and EMV banking industry contact interface chip (which activates following a fingerprint match on the card),
is the first of its Kind Known in the world.





In Card Fingerprint Matching and Verification



The SmartMetric
Biometric card incorporates a rechargeable lithium polymer battery. This battery is rechargeable, very thin and has been designed
by SmartMetric to fit inside the SmartMetric fingerprint Credit Card sized card. This battery is manufactured by a third party
to SmartMetric’s specifications and is unaffiliated with the Company. This battery is embedded inside the card.



The Security Technology Industry



SmartMetric Biometric Multi-Function
Security Card



SmartMetric has developed a multi-function
logical and physical access security card the size and thickness of a standard credit card. Utilizing the small size breakthrough’s
by the Company in its biometric payments card developments SmartMetric has moved forward with a biometric multifunction security,
identity and secure access card that can easily fit inside a person’s wallet.



As with the biometric payments card,
the SmartMetric security card has an internal rechargeable battery that is used to power the cards internal processor used in performing
a biometric fingerprint scan. All functions and operations of the card are subject to a valid fingerprint scan and match of the
card users fingerprint.



Biometrics



Biometric technologies identify
users by electronically capturing a specific biological or behavioral characteristic of that individual, such as a fingerprint
or voice or facial feature, and creating a unique digital identifier from that characteristic. Because this process relies on largely
unalterable human characteristics, positive identification can be achieved independent of any information possessed by the individual
seeking authorization.



We plan to market and sell our product
to commercial and banking interests in the private sector and governmental agencies. The company is now actively marketing its
biometric EMV chip card to banks and financial institutions within the United States and Europe. The company also has sales representation
in Australia and sales and marketing discussions under way with financial institutions in the Far East and Asia.



SmartMetric continues to actively
promote its biometric card through exhibiting in industry specific conferences and exhibitions. Focusing on specific national and
international conferances and exhibitions is proving a highly effective method of exposing and presenting our products to a large
number of industry decision makers.



The Company contracts outside silicon
and component fabrication plants to manufacture specific components to SmartMetric’s specifications. Creation of the sub-micro
circuit boards are outsourced, assembly of components on the board are also outsourced. The Company may also establish other card
manufacturing centers at different locations as and when required. Separate manufacturing centers have been engaged in order to
make, assemble and complete the finished SmartMetric biometric EMV chip card. Production capacity is planned for approximately
1 million cards a month with us being able to substantially increase production capacity in co-ordination with our engaged
manufacturing partners. .



4







Results of Operations



Comparison of the Three Months
Ended December 31, 2016 and 2015



Revenue and Net Loss



For the three months ended December
31, 2016, there was no revenue and a net loss of $311,793.  For the three months ended December 31, 2015, there was no
revenue and a net loss of $363,698.  This decreased loss of $51,905 or 14.3% resulted primarily from lower general and
administrative expenses.



General and
Administrative Expenses



General and administrative expenses
for the three months ended December 31, 2016 were $218,538, a decrease of $49,980 or 18.6% compared to $268,518 for the comparable
period in 2015. This decrease was primarily attributed to lower consulting expenses.



Research and Development Expenses



Research and development expenses
for the three months ended December 31, 2016 were $45,755, a decrease of $1,925 or 4.0% compared to $47,680 for the comparable
period in 2015.   This decrease was primarily attributable to lower engineering expenses.



Income Tax Expense



Income tax expense for the three months ended December
31, 2016 was $0, unchanged from the comparable period in 2015.



Comparison of the Six Months
Ended December 31, 2016 and 2015



Revenue and Net Loss



For the six months ended December
31, 2016, there was no revenue and a net loss of $607,153.  For the six months ended December 31, 2015, there was no
revenue and a net loss of $740,350.  This decreased loss of $133,197 or 18.0% resulted primarily from lower general and
administrative expenses.



General and
Administrative Expenses



General and administrative expenses
for the six months ended December 31, 2016 were $414,553, a decrease of $121,999 or 22.8% compared to $536,552 for the comparable
period in 2015. This decrease was primarily attributed to lower consulting expenses.



Research and Development Expenses



Research and development expenses
for the six months ended December 31, 2016 were $97,600, a decrease of $11,198 or 10.3% compared to $108,798 for the comparable
period in 2015.   This decrease was primarily attributable to lower engineering expenses.



Income Tax Expense



Income tax expense for the six months ended December
31, 2016 was $0, unchanged from the comparable period in 2015.



The Company is a development stage company and has spent
a majority of resources and time in developing its technology.  There is no guarantee that the Company can continue to
raise enough capital or generate revenues to sustain its operations.  These conditions raise a substantial doubt about
the Company’s ability to continue as a going concern. Management believes that the Company’s capital requirements will
depend on a number of factors including the final phase of product development and the development of its production process as
well as product implementation and distribution.  The consolidated financial statements do not include any adjustments
relating to the carrying amounts of recorded assets or the carrying amount and classification of recorded liabilities that may
be required should the Company be unable to continue as a going concern.



At December 31, 2016, the Company
had an accumulated deficit of $23,862,121 and it is likely that the Company will incur additional losses in the future. While we
have funded our operations since inception from operations and through private placements of equity securities, there can be no
assurance that adequate financing will continue to be available to us and, if available, on terms that are favorable to us.



5







We believe that we will require additional financing
to carry out our intended objectives during the next twelve months. There can be no assurance, however, that such financing will
be available or, if it is available, that we will be able to structure such financing on terms acceptable to us and that it will
be sufficient to fund our cash requirements until we can reach a level of profitable operations and positive cash flows. If we
are unable to obtain the financing necessary to support our operations, we may be unable to continue as a going concern.



A downturn in the United States stock and debt markets
could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise
the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed
to us, or experience unexpected cash requirements that would force us to seek alternative financing. Further, if we issue additional
equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences
or privileges senior to those of existing holders of our shares of common stock or the debt securities may cause us to be subject
to restrictive covenants. There is a risk of dilution whenever the Company sells securities to raise capital. If additional financing
is not available or is not available on acceptable terms, we will have to curtail our operations.



Cash



Our cash balance was $113,701 at
December 31, 2016 compared with $138,823 at June 30, 2016. The decrease was primarily attributable to a lower than usual amount
of shares sold for cash.



Net cash used in operating
activities



Net cash used in operating
activities was $502,332 for the six months ended December 31, 2016, an increase of $102,536, or 25.6% from the comparable period
in 2015.  The Company is largely dependent on the capital it raises to fund operations.  When capital is raised
the development process is accelerated, and when cash flows are decreased the Company conserves its cash by delaying development
and other operating costs.



Net cash used in investing
activities



Net cash used in investing activities
was $0 for the six months ended December 31, 2016, unchanged from the comparable period in 2015.



Net cash provided by financing
activities



Net cash provided by financing activities
was $347,810 for the six months ended December 31, 2016, a decrease of $32,309 or 8.5% from the comparable period in 2015.  This
decrease was due to an increase in the liability for stock to be issued, partially offset by a decrease in sales of equity shares
in the period. The company has not received debt based or convertible note financing. All financing funds have come from direct
sales of shares (equity).



Contractual Obligations and Off-Balance
Sheet Arrangements.



There were no off-balance sheet
arrangements at December 31, 2016 and June 30, 2016.



Critical accounting policies and estimates



The condensed consolidated financial
statements are prepared in accordance with accounting principles generally accepted in the United States, which require us to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management
makes these estimates using the best information available at the time the estimates are made; however actual results could differ
materially from those estimates.



6







| | Item 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
| | ------- | ----------------------------------------------------------



Our exposure to market risk for
changes in interest rates relates primarily to our short-term investments; thus, fluctuations in interest rates would not have
a material impact on the fair value of these investments.  At December 31, 2016, the Company had $113,701 in cash.  A
hypothetical 5% increase or decrease in either short term or long term interest rates would not have a material impact on our earnings
or loss, or the fair market value or cash flows of these instruments.



| | Item
                          4. | CONTROLS
AND PROCEDURES
| | --------------------------------- | -----------------------



Evaluation of Disclosure Controls and Procedures



We maintain "disclosure controls
and procedures," as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in reports that we
file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities
and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including
our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures,
no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure
controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The
design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future
events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.



Based on this evaluation, as of
December 31, 2016, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures
were not effective in ensuring that information required to be disclosed by us in our periodic reports is recorded, processed,
summarized and reported, within the time periods specified for each report and that such information is accumulated and communicated
to our management, including our principal executive and principal financial officers, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.



In order to correct the foregoing
deficiencies, we plan to take the following remediation measures:



1) We have committed to the establishment
of effective internal audit functions, however, due to the limited resources of the Company and the limited operations, we plan
to defer the establishment of an effective internal audit function until our product is ready for production and sale.



2) Due to our size and nature,
segregation of all conflicting duties may not always be possible and may not be economically feasible.  However, to the
extent possible, we will implement procedures to ensure that the initiation of transactions, the custody of assets and the recording
of transactions will be performed by capable individuals.



We believe that the foregoing steps
will remediate the deficiencies identified above, and we will continue to monitor the effectiveness of these steps and make any
changes that our management deems appropriate. However, as of December 31, 2016, these steps have not been completed. We have
one independent director, Elizebath Ryba.



A material weakness (within the
meaning of PCAOB auditing standard No. 5) is a deficiency, or a combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements
will not be prevented or detected on a timely basis.  A significant deficiency is a deficiency, or a combination of deficiencies,
in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention
by those responsible for oversight of the company’s financial reporting.



7







Our management is aware of the material
weaknesses in our internal control over financial reporting, and has acknowledged the increased possibility of errors existing
in our financial statements as of December 31, 2016.  The reportable conditions and other areas of internal control over
financial reporting identified by us as needing improvement have cause an increased possibility of a material misstatement of our
financial statements, however we are not aware of any instance where such reportable conditions or other identified areas of weakness
have resulted in a material misstatement or omission in any report we have filed with or submitted to the Commission.  Accordingly,
while we believe that our financial controls were ineffective, we do not believe there to be any material misstatements in our
financial statements at December 31, 2016.



Limitations on Controls



Management does not expect that
the Company's disclosure controls and procedures or the Company's internal control over financial reporting will prevent or detect
all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide
only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute
assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within
the Company have been detected.  The Company's disclosure controls and procedures are designed to provide reasonable
assurance of achieving their objectives and the Company's chief executive officer and chief financial officer have concluded that
the Company's disclosure controls and procedures are effective at that reasonable assurance level.



Changes in Internal Controls



During the six months ended December
31, 2016, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably
likely to materially affect our internal controls over financial reporting.



PART II.  OTHER INFORMATION



|Item 1. | LEGAL PROCEEDINGS                                                                                                                                                                                                                                                                                                                                                
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                  
|        | From time to time, the Company may be a plaintiff or defendant in various legal proceedings arising in the normal course of our business. We know of no material, active, pending or threatened proceedings against us or our subsidiaries, nor are we, or any subsidiary, involved as a plaintiff or defendant in any material proceeding or pending litigation.



| | Item
                          1A. | RISK
FACTORS
| | ---------------------------------- | ------------



Not Applicable



8







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



The following summarizes the securities
that we sold during the three months ended December 31, 2016 without registering the securities under the Securities Act:



During the three months ended December
31, 2016, the Company sold for cash 5,570,000 shares of common stock and warrants to purchase: (i) 3,481,250 shares at $0.70 per
share, and (ii) 1,754,550 shares at $1.00 per share, for net proceeds of $277,879. The warrants expire at various times through
January 31, 2018.



Unless
otherwise noted in this section, with respect to the sale of unregistered securities referenced above, all transactions were exempt
from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "1933 Act"), and Regulation
S promulgated under the 1933 Act. In each instance, the purchaser had access to sufficient information regarding SmartMetric so
as to make an informed investment decision. More specifically, we had a reasonable basis to believe that each purchaser was an
"accredited investor" and otherwise had the requisite sophistication to make an investment in the Company’s securities.



| | Item
                          3. | DEFAULTS
UPON SENIOR SECURITIES
| | --------------------------------- | -------------------------------



None.



| | Item
                          4. | MINE
SAFETY DISCLOSURES
| | --------------------------------- | -----------------------



N/A.



| | Item
                          5. | OTHER
INFORMATION
| | --------------------------------- | -----------------



There were no matters required to
be disclosed on Form 8-K during the three months ended December 31, 2016 which were not disclosed on such form.



| | Item
                          6. | EXHIBITS
| | --------------------------------- | --------



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



|ExhibitNo.  |  | Description                                                                                                                                                                                                               
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                                                                           
|31.1*       |  | Certification of SmartMetric’s Chief Executive Officer pursuant to Rule13a- 14(a) of the Securities Exchange Act of 1934, as amended                                                                                      
|            |  |                                                                                                                                                                                                                           
|31.2*       |  | Certificate of SmartMetric’s Chief Financial Officer pursuant to Rule13a- 14(a) of the Securities Exchange Act of 1934, as amended                                                                                        
|            |  |                                                                                                                                                                                                                           
|32.1*       |  | Certification of SmartMetric’s Chief Executive Officer required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended and Section 1350 of Chapter 63 of Title 18 the United States Code (18 U.S.C. 1350)
|            |  |                                                                                                                                                                                                                           
|32.2*       |  | Certification of SmartMetric’s Chief Financial Officer required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended and Section 1350 of Chapter 63 of Title 18 the United States Code (18 U.S.C. 1350)
|            |  |                                                                                                                                                                                                                           
|EX-101.INS* |  | XBRL Instance Document                                                                                                                                                                                                    
|            |  |                                                                                                                                                                                                                           
|EX-101.SCH* |  | XBRL Taxonomy Extension Schema Document                                                                                                                                                                                   
|            |  |                                                                                                                                                                                                                           
|EX-101.CAL* |  | XBRL Taxonomy Extension Calculation Linkbase Document                                                                                                                                                                     
|            |  |                                                                                                                                                                                                                           
|EX-101.DEF* |  | XBRL Taxonomy Extension Definition Linkbase Document                                                                                                                                                                      
|            |  |                                                                                                                                                                                                                           
|EX-101.LAB* |  | XBRL Taxonomy Extension Labels Linkbase Document                                                                                                                                                                          
|            |  |                                                                                                                                                                                                                           
|EX-101.PRE* |  | XBRL Taxonomy Extension Presentation Linkbase  Document                                                                                                                                                                   



9







SIGNATURE



In accordance with the requirements of the
Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                          | SMARTMETRIC, INC.
|------------------------- | -----------------
|                          |                  
|Dated:  February 14, 2017 | By:              
|                          |                  



|Dated:  February 14, 2017 | By: | /s/ Jay Needelman                                                   
|------------------------- | --- | --------------------------------------------------------------------
|                          |     | Jay Needelman, Chief Financial Officer (Principal Financial Officer)



10