U.S. SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





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


EXCHANGE
ACT OF 1934.





For the
quarterly period ended March 31, 2009





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


SECURITIES
EXCHANGE ACT OF 1934.





For the
transition period from   to





Commission
File No.  333-118801











SMARTMETRIC,
      INC.(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)






Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [√]  No / /





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).   Yes /
/    No /
/







Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company:





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





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


Yes /
/         No [√]




As of May
11, 2009, there were 74,037,942 shares issued and outstanding of the
registrant’s common stock.







1






INDEX




PagePART
      I.                  FINANCIAL
      INFORMATION
                F-1Item
      1.                     Financial
      Statements
                F-2Consolidated
      Balance Sheets as of March 31, 2009 (unaudited) and March 31,
      2008
                F-3Consolidated
      Statements of Operations for the nine months ended March 31, 2009 and 2008
      (unaudited)
                F-4Consolidated
      Statements of Cash Flows for the nine months ended March 31, 2009 and 2008
      (unaudited)
                F-6Notes
      to Unaudited Financial Statements
                F-7Item
      2.               
           Management’s Discussion and Analysis of
      Financial Condition and Results of Operations
                3Item
      3A(T).            
      Controls and Procedures
                6PART
      II.             
         OTHER INFORMATIONItem
      1.                    
      Legal Proceedings
                6Item
      1A.                  
      Risk FactorsItem
      2.                  
        Unregistered Sales of Equity Securities and Use of
      Proceeds
                7Item
      3.                  
        Defaults Upon Senior Securities
                7Item
      4.               
           Submission of Matters to Vote of Security
      Holders
                7Item
      5.                  
        Other Information
                7Item
      6.            
              Exhibits
                8Signatures
                9










2










PART I — FINANCIAL INFORMATION




Item
1.                                
FINANCIAL
STATEMENTS




SMARTMETRIC,
INC. AND SUBSIDIARY


(A
Development Stage Company)


Index
to Financial Statements








PageConsolidated
      Balance Sheets as of March 31, 2009(Unaudited)
      and June 30, 2008
                      
                      
                      
                      
                      
                      
                      
                      F-2Consolidated
      Statements of Operations for the three and ninemonths
      ended March 31, 2009 and 2008 and for the periodDecember
      18, 2002 (inception) to March 31, 2009(Unaudited)
                      
                      
                      
                      
                      
                      
                      
                      F-3Consolidated
      Statements of Changes in Stockholders’ Equityfor
      the period December 18, 2002 (inception)to
      March 31, 2009 (Unaudited)
                      
                      
                      
                      
                      
                      
                      
                      F-4Consolidated
      Statements of Cash Flows for the nine monthsended
      March 31, 2009 and 2008 and for the periodDecember
      18, 2002 (inception) to March 31, 2009(Unaudited)
                      
                      
                      
                      
                      
                      
                      
                      F-7Notes
      to Consolidated Financial Statements
                      
                      
                      
                      
                      
                      
                      
                      F-8








F-1




SMARTMETRIC,
INC. AND SUBSIDIARY


(A
Development Stage Company)


Consolidated
Balance Sheets


March
      31,
                                  
                                  
                                  June
      30,2009
                                  
                                  
                                  2008(Unaudited)AssetsCurrent
      assets:Cash
                                  
                                  $
                                  16,374
                                  
                                  
                                  $
                                  266,417Prepaid
      expenses
                                  
                                  
                                  64,738
                                  
                                  
                                  
                                  51,901Total
      current assets
                                  
                                  
                                  81,112
                                  
                                  
                                  
                                  318,318Equipment,
      less accumulated depreciation of$12,528
      and $9,315, respectively
                                  
                                  
                                  3,456
                                  
                                  
                                  
                                  6,669Other
      assets:Patent
      costs, less accumulated amortizationof
      $6,750 and $5,625, respectively
                                  
                                  
                                  8,250
                                  
                                  
                                  
                                  9,375Total
      assets
                                  
                                  $
                                  92,818
                                  
                                  
                                  $
                                  334,362Liabilities and Stockholders'
      EquityCurrent
      liabilities:Accounts
      payable and accrued expenses
                                  
                                  $
                                  179,586
                                  
                                  
                                  $
                                  67,886Payroll
      taxes, withholdings, and accruedinterest
      and penalties
                                  
                                  
                                  187,046
                                  
                                  
                                  
                                  137,508Total
      current liabilities
                                  
                                  
                                  366,632
                                  
                                  
                                  
                                  205,394Other
      liabilities
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Total
      liabilities
                                  
                                  
                                  366,632
                                  
                                  
                                  
                                  205,394Common
      stock subject to possible rescission(160,837
      shares at June 30, 2008)
                                  
                                  
                                  -
                                  
                                  
                                  
                                  241,256Stockholders'
      equity :Preferred
      stock, $.01 par value; 5,000,000 sharesauthorized,
      0 shares issued and outstanding
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Class
      A common stock, $.001 par value; 50,000,000shares
      authorized, 0 shares issued and outstanding
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Common
      stock, $.001 par value; 100,000,000 sharesauthorized,
      issued and outstanding 74,037,942 and69,913,395
      shares, respectively
                                  
                                  
                                  74,038
                                  
                                  
                                  
                                  69,913Additional
      paid-in capital
                                  
                                  
                                  4,426,903
                                  
                                  
                                  
                                  3,784,482Deficit
      accumulated during the development stage
                                  
                                  
                                  (4,774,755
                                  )
                                  
                                  
                                  (3,966,683
                                  )Total
      stockholders' equity (deficiency)
                                  
                                  
                                  (273,814
                                  )
                                  
                                  
                                  (112,288
                                  )Total
      liabilities and stockholders' equity
                                  
                                  $
                                  92,818
                                  
                                  
                                  $
                                  334,362See
      notes to consolidated financial statements.










F-2




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




CumulativeDuring
      theDevelopmentStageThree
      Months Ended
                                            
                                            
                                            Nine
      Months Ended
                                            
                                            
                                            (December
      18, 2002March
      31,
                                            
                                            
                                            
                                            
                                            
                                            March
      31,
                                            
                                            
                                            
                                            
                                            
                                            to
      March 31,2009
                                            
                                            
                                            2008
                                            
                                            
                                            2009
                                            
                                            
                                            2008
                                            
                                            
                                            
                                            2009
                                            )Revenues
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -Operating
      expenses:Officer's
      salary
                                            
                                            
                                            42,500
                                            
                                            
                                            
                                            42,500
                                            
                                            
                                            
                                            127,500
                                            
                                            
                                            
                                            127,500
                                            
                                            
                                            
                                            722,500Other
      general andadministrative
                                            
                                            
                                            136,255
                                            
                                            
                                            
                                            561,501
                                            
                                            
                                            
                                            432,188
                                            
                                            
                                            
                                            874,648
                                            
                                            
                                            
                                            3,208,284Research
      and development
                                            
                                            
                                            59,518
                                            
                                            
                                            
                                            1,600
                                            
                                            
                                            
                                            242,997
                                            
                                            
                                            
                                            33,363
                                            
                                            
                                            
                                            806,160Total
      operating expenses
                                            
                                            
                                            238,273
                                            
                                            
                                            
                                            605,601
                                            
                                            
                                            
                                            802,685
                                            
                                            
                                            
                                            1,035,511
                                            
                                            
                                            
                                            4,736,944Loss
      from operations
                                            
                                            
                                            (238,273
                                            )
                                            
                                            
                                            (605,601
                                            )
                                            
                                            
                                            (802,685
                                            )
                                            
                                            
                                            (1,035,511
                                            )
                                            
                                            
                                            (4,736,944
                                            )Interest
      income
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            657Interest
      expense
                                            
                                            
                                            (2,089
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (5,387
                                            )
                                            
                                            
                                            (6,971
                                            )
                                            
                                            
                                            (38,468
                                            )Net
      loss
                                            
                                            $
                                            (240,362
                                            )
                                            
                                            $
                                            (605,601
                                            )
                                            
                                            $
                                            (808,072
                                            )
                                            
                                            $
                                            (1,042,482
                                            )
                                            
                                            $
                                            (4,774,755
                                            )Net
      loss per share,basic
      and diluted
                                            
                                            $
                                            (0.00
                                            )
                                            
                                            $
                                            (0.01
                                            )
                                            
                                            $
                                            (0.01
                                            )
                                            
                                            $
                                            (0.02
                                            )Weighted
      average numberof
      common sharesoutstanding,basic
      and diluted
                                            
                                            
                                            73,252,658
                                            
                                            
                                            
                                            63,359,318
                                            
                                            
                                            
                                            71,533,425
                                            
                                            
                                            
                                            62,304,937






See
notes to consolidated financial statements.






F-3






SMARTMETRIC,
INC. AND SUBSIDIARY


(A
Development Stage Company)
 Consolidated
Statements of Changes in Stockholders' Equity


DeficitAccumulated
                                                                          
                                                                          
                                                                          TotalAdditional
                                                                          
                                                                          
                                                                          During
      the
                                                                          
                                                                          
                                                                          Stockholders'Class
      A Common Stock
                                                                          
                                                                          
                                                                          Common
      Stock
                                                                          
                                                                          
                                                                          Paid-In
                                                                          
                                                                          
                                                                          Development
                                                                          
                                                                          
                                                                          EquityShares
                                                                          
                                                                          
                                                                          Amount
                                                                          
                                                                          
                                                                          Shares
                                                                          
                                                                          
                                                                          Amount
                                                                          
                                                                          
                                                                          Capital
                                                                          
                                                                          
                                                                          Stage
                                                                          
                                                                          
                                                                          (Deficiency)Net
      loss for periodDecember
      18, 2002(date
      of inception)to
      June 30, 2003
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          $
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          $
                                                                          -
                                                                          
                                                                          
                                                                          $
                                                                          -
                                                                          
                                                                          
                                                                          $
                                                                          (60
                                                                          )
                                                                          
                                                                          $
                                                                          (60
                                                                          )Balances,
      June 30, 2003
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          (60
                                                                          )
                                                                          
                                                                          
                                                                          (60
                                                                          )Sale
      of Class Acommon
      stock  inOctober
      2003 at a priceof
      $.001 per share
                                                                          
                                                                          
                                                                          50,000,000
                                                                          
                                                                          
                                                                          
                                                                          50,000
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          50,000Sale
      of common stockfrom
      October 2003to
      June 2004 at aprice
      of $.01 per share
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          8,560,257
                                                                          
                                                                          
                                                                          
                                                                          8,560
                                                                          
                                                                          
                                                                          
                                                                          77,042
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          85,602Net
      loss for year endedJune
      30, 2004
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          (35,978
                                                                          )
                                                                          
                                                                          
                                                                          (35,978
                                                                          )Balances,
      June 30, 2004
                                                                          
                                                                          
                                                                          50,000,000
                                                                          
                                                                          
                                                                          
                                                                          50,000
                                                                          
                                                                          
                                                                          
                                                                          8,560,257
                                                                          
                                                                          
                                                                          
                                                                          8,560
                                                                          
                                                                          
                                                                          
                                                                          77,042
                                                                          
                                                                          
                                                                          
                                                                          (36,038
                                                                          )
                                                                          
                                                                          
                                                                          99,564Costs
      associated withsale
      of common stocksubject
      to possiblerescission
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          (95,877
                                                                          )
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          (95,877
                                                                          )Net
      loss for year endedJune
      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 stockfrom
      August 2005 toFebruary
      2006 in publicoffering
      at $1.50 pershare,
      less offeringcosts
      of $138,471
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          743,648
                                                                          
                                                                          
                                                                          
                                                                          744
                                                                          
                                                                          
                                                                          
                                                                          976,257
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          977,001












F-4




SMARTMETRIC,
INC. AND SUBSIDIARY


(A
Development Stage Company)


Consolidated
Statements of Changes in Stockholders' Equity


DeficitAccumulated
                                                                        
                                                                        
                                                                        TotalAdditional
                                                                        
                                                                        
                                                                        During
      the
                                                                        
                                                                        
                                                                        Stockholders'Class
      A Common Stock
                                                                        
                                                                        
                                                                        Common
      Stock
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        Paid-In
                                                                        
                                                                        
                                                                        Development
                                                                        
                                                                        
                                                                        EquityShares
                                                                        
                                                                        
                                                                        Amount
                                                                        
                                                                        
                                                                        Shares
                                                                        
                                                                        
                                                                        Amount
                                                                        
                                                                        
                                                                        Capital
                                                                        
                                                                        
                                                                        Stage
                                                                        
                                                                        
                                                                        (Deficiency)Conversion
      of Class Acommon
      stock tocommon
      stock byrelated
      parties inFebruary
      and May 2006
                                                                        
                                                                        
                                                                        (50,000,000
                                                                        )
                                                                        
                                                                        
                                                                        (50,000
                                                                        )
                                                                        
                                                                        
                                                                        50,000,000
                                                                        
                                                                        
                                                                        
                                                                        50,000
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -Conversion
      of $60,000loans
      payable andaccrued  interest
      tocommon
      stock inMarch
      2006
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        40,000
                                                                        
                                                                        
                                                                        
                                                                        40
                                                                        
                                                                        
                                                                        
                                                                        62,360
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        62,400Shares
      issued for services
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        20,000
                                                                        
                                                                        
                                                                        
                                                                        20
                                                                        
                                                                        
                                                                        
                                                                        19,980
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        20,000Sale
      of Units from May2006
      to June 2006 inprivate
      offering at $1.15per
      Unit less offeringcosts
      of $38
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        192,464
                                                                        
                                                                        
                                                                        
                                                                        192
                                                                        
                                                                        
                                                                        
                                                                        221,104
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        221,296Net
      loss for year endedJune
      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 inprivate
      placements
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        1,208,887
                                                                        
                                                                        
                                                                        
                                                                        1,209
                                                                        
                                                                        
                                                                        
                                                                        759,140
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        760,349Shares
      issued for servicesand
      adjustments
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        191,505
                                                                        
                                                                        
                                                                        
                                                                        192
                                                                        
                                                                        
                                                                        
                                                                        (192
                                                                        )
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -Net
      loss for yearended
      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
                                                                        )




See
notes to consolidated financial statements.
  F-5
  SMARTMETRIC,
INC. AND SUBSIDIARY
 (A
Development Stage Company)
 Consolidated
Statements of Changes in Stockholders' Equity
 DeficitAccumulated
                                                                                
                                                                                
                                                                                TotalAdditional
                                                                                
                                                                                
                                                                                During
      the
                                                                                
                                                                                
                                                                                Stockholders'Class
      A Common Stock
                                                                                
                                                                                
                                                                                Common
      Stock
                                                                                
                                                                                
                                                                                Paid-In
                                                                                
                                                                                
                                                                                Development
                                                                                
                                                                                
                                                                                EquityShares
                                                                                
                                                                                
                                                                                Amount
                                                                                
                                                                                
                                                                                Shares
                                                                                
                                                                                
                                                                                Amount
                                                                                
                                                                                
                                                                                Capital
                                                                                
                                                                                
                                                                                Stage
                                                                                
                                                                                
                                                                                (Deficiency)Sale
      of Units inprivate
      placements
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                5,239,816
                                                                                
                                                                                
                                                                                
                                                                                5,239
                                                                                
                                                                                
                                                                                
                                                                                1,162,187
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                1,167,426Sale
      of shares inprivate
      placements
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                1,389,818
                                                                                
                                                                                
                                                                                
                                                                                1,390
                                                                                
                                                                                
                                                                                
                                                                                131,408
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                132,798Shares
      issued for services
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                2,327,000
                                                                                
                                                                                
                                                                                
                                                                                2,327
                                                                                
                                                                                
                                                                                
                                                                                471,073
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                473,400Net
      loss for yearended
      June 30, 2008
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                (1,397,056
                                                                                )
                                                                                
                                                                                
                                                                                (1,397,056
                                                                                )Balances,
      June 30, 2008
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                69,913,395
                                                                                
                                                                                
                                                                                
                                                                                69,913
                                                                                
                                                                                
                                                                                
                                                                                3,784,482
                                                                                
                                                                                
                                                                                
                                                                                (3,966,683
                                                                                )
                                                                                
                                                                                
                                                                                (112,288
                                                                                )Unaudited:Sale
      of Units inprivate
      placements
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                3,355,569
                                                                                
                                                                                
                                                                                
                                                                                3,356
                                                                                
                                                                                
                                                                                
                                                                                350,851
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                354,207Sale
      of shares inprivate
      placements
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                608,141
                                                                                
                                                                                
                                                                                
                                                                                608
                                                                                
                                                                                
                                                                                
                                                                                50,475
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                51,083Lapse
      of rescission rightsfor
      common stocksubject
      to possiblerescission
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                160,837
                                                                                
                                                                                
                                                                                
                                                                                161
                                                                                
                                                                                
                                                                                
                                                                                241,095
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                241,256Net
      loss for ninemonths
      endedMarch
      31, 2009
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                (808,072
                                                                                )
                                                                                
                                                                                
                                                                                (808,072
                                                                                )Balances,
      March 31,2009
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                $
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                74,037,942
                                                                                
                                                                                
                                                                                $
                                                                                74,038
                                                                                
                                                                                
                                                                                $
                                                                                4,426,903
                                                                                
                                                                                
                                                                                $
                                                                                (4,774,755
                                                                                )
                                                                                
                                                                                $
                                                                                (273,814
                                                                                )






See
notes to consolidated financial statements.






F-6




SMARTMETRIC,
INC. AND SUBSIDIARY
 (A
Development Stage Company)
  (Unaudited)




Nine
      Months EndedMarch 31,
                                            
                                            
                                            Cumulative During
      theDevelopment Stage(December 18, 2002to
      March 31,2009)2009
                                            
                                            
                                            2008Cash
      flows from operating activities:Net
      loss
                                            
                                            $
                                            (808,072
                                            )
                                            
                                            $
                                            (1,042,482
                                            )
                                            
                                            $
                                            (4,774,755
                                            )Interest
      accrued on convertible notes payable
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            2,400Shares
      issued for services
                                            
                                            
                                            -
                                            
                                            
                                            
                                            473,400
                                            
                                            
                                            
                                            493,400Depreciation
      of equipment
                                            
                                            
                                            3,213
                                            
                                            
                                            
                                            3,213
                                            
                                            
                                            
                                            12,528Amortization
      of patent costs
                                            
                                            
                                            1,125
                                            
                                            
                                            
                                            1,125
                                            
                                            
                                            
                                            6,750Changes
      in operating assets and liabilities:Prepaid
      expenses
                                            
                                            
                                            (12,837
                                            )
                                            
                                            
                                            54,883
                                            
                                            
                                            
                                            (64,738
                                            )Organization
      costs
                                            
                                            
                                            -
                                            
                                            
                                            
                                            60
                                            
                                            
                                            
                                            -Accounts
      payable and accrued expenses
                                            
                                            
                                            111,700
                                            
                                            
                                            
                                            (9,426
                                            )
                                            
                                            
                                            179,586Payroll
      taxes, withholdings, and accruedinterest
      and penalties
                                            
                                            
                                            49,538
                                            
                                            
                                            
                                            (49,149
                                            )
                                            
                                            
                                            187,046Net
      cash used for operating activities
                                            
                                            
                                            (655,333
                                            )
                                            
                                            
                                            (568,376
                                            )
                                            
                                            
                                            (3,957,783
                                            )Cash
      flows from investing activities:Equipment
      purchased
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (15,984
                                            )Patent
      costs incurred
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (15,000
                                            )Net
      cash used for investing activities
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (30,984
                                            )Cash
      flows from financing activities:Proceeds
      from notes payable
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            60,000Loans
      from related party
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            54,427Repayment
      of loans from related party
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (54,427
                                            )Stock
      subscriptions collected from private placements, net
                                            
                                            
                                            405,290
                                            
                                            
                                            
                                            589,884
                                            
                                            
                                            
                                            2,968,140Sale
      of common stock in public offering
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            1,115,472Public
      offering costs incurred
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (138,471
                                            )Net
      cash provided by  financing activities
                                            
                                            
                                            405,290
                                            
                                            
                                            
                                            589,884
                                            
                                            
                                            
                                            4,005,141Net
      increase (decrease) in cash
                                            
                                            
                                            (250,043
                                            )
                                            
                                            
                                            21,508
                                            
                                            
                                            
                                            16,374Cash,
      beginning of period
                                            
                                            
                                            266,417
                                            
                                            
                                            
                                            5,534
                                            
                                            
                                            
                                            -Cash,
      end of period
                                            
                                            $
                                            16,374
                                            
                                            
                                            $
                                            27,042
                                            
                                            
                                            $
                                            16,374Supplemental
      disclosures of cash flow information:Interest
      paid
                                            
                                            $
                                            1,050
                                            
                                            
                                            $
                                            5,833
                                            
                                            
                                            $
                                            34,131Income
      taxes paid
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -






See
notes to consolidated financial statements.






F-7




SMARTMETRIC,
INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements


For
the Three and Nine Months Ended March 31, 2009 and 2008


and
For the Period December 18, 2002 (Date of Inception)


to
March 31, 2009


(Unaudited)





NOTE
1 – INTERIM FINANCIAL STATEMENTS





The
unaudited financial statements as of March 31, 2009 and for the three and nine
months ended March 31, 2009 and 2008 have been prepared in accordance with
accounting principles generally accepted in the United States for interim
financial information and with instructions to Form 10-Q.  In the
opinion of management, the unaudited financial statements have been prepared on
the same basis as the annual financial statements and reflect all adjustments,
which include only normal recurring adjustments, necessary to present fairly the
financial position as of March 31, 2009 and the results of operations and cash
flows for the periods ended March 31, 2009 and 2008.  The financial
data and other information disclosed in these notes to the interim financial
statements related to these periods are unaudited.  The results for
the three and nine month period ended March 31, 2009 is not necessarily
indicative of the results to be expected for any subsequent quarter of the
entire year ending June 30, 2009.  The balance sheet at June 30, 2008
has been derived from the audited financial statements at that
date.





Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States have been condensed or omitted pursuant to the Securities and
Exchange Commission’s rules and regulations.  These unaudited
financial statements should be read in conjunction with our audited financial
statements and notes thereto for the year ended June 30, 2008 as included in our
report on Form 10-KSB.





NOTE
2 – ORGANIZATION





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





NOTE
3 – STOCKHOLDERS’ EQUITY





In the
three months ended September 30, 2008, the Company sold a total of 83,000 Units
at prices ranging from $0.25 to $0.33 per Unit in private placements resulting
in net proceeds of $26,950.  In the three months ended December 31,
2008, the Company sold a total of 1,702,000 Units at a price of $0.10 per Unit
in private placements resulting in net proceeds of $170,200.  In the
three months ended March 31, 2009, the Company sold a total of 1,570,569 Units
at a price of $0.10 per Unit in private placements resulting in net proceeds of
$157,057.  Each Unit consists of one share of common stock and one
warrant exercisable for 12 months from the date of issue into one share of
common stock at $1.00 per share.











F-8






SMARTMETRIC,
INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements


For
the Three and Nine Months Ended March 31, 2009 and 2008


and
For the Period December 18, 2002 (Date of Inception)


to
March 31, 2009


(Unaudited)





In the
three months ended December 31, 2008, the Company sold a total of 608,141 shares
of common stock at a price of $0.084 per share in private placements resulting
in net proceeds of $51,083.





A summary
of warrant activity follows:




Nine
      MonthsEnded

                            March 31,
      2009
                          
                          
                          Year Ended
                            June 30,
      2008Outstanding
      at beginning of period
                          
                          
                          5,239,816
                          
                          
                          
                          1,291,780Issued
                          
                          
                          3,355,569
                          
                          
                          
                          5,239,816Exercised
                          
                          
                          -
                          
                          
                          
                          -Expired
                          
                          
                          (2,278,613
                          )
                          
                          
                          (1,291,780
                          )Outstanding
      at end of period
                          
                          
                          6,316,772
                          
                          
                          
                          5,239,816




The
6,316,772 warrants outstanding at March 31, 2009 are exercisable into a total of
6,316,772 shares of common stock at $1.00 per share and expire at various dates
from April 2009 to March 2010.





NOTE
4 – COMMITMENTS AND CONTINGENCIES





Patent
license agreement – Effective August 1, 2004, SmartMetric executed a license
agreement with Applied Cryptology, Inc. (“ACI”), a corporation controlled by
SmartMetric’s president and the owner of certain technology.  Pursuant
to the license agreement, SmartMetric has the right to make use of this
technology for the purpose of developing software and systems to be used by
SmartMetric to provide any or all of the following:  1) secure
transactions over the Internet from home and office computers; 2) an automatic
method for connecting to remote computers; 3) a method of developing targeted
advertising to home and/or office computers; 4) identity verification and access
control as provided for in the patent.  Pursuant to this license
agreement, ACI will receive 2% of all revenues generated by SmartMetric on
products which utilize this patented technology.  The license fee will
be paid on a quarterly basis based on revenues received during the
quarter.  The license fee shall be due within 45 days of the end
of


each
quarter.  In the event no revenues are generated through the use of
any of the licensed patents during a given quarter, no money shall be owed ACI
for such quarter.  ACI may rescind the license agreement and reclaim
all rights and interest in the patents if certain events, such as SmartMetric’s
filing for bankruptcy protection or reorganization, occur.  This
license agreement will remain in effect for the lives of the
patents.  SmartMetric may utilize the technological applications
anywhere in the world without limitation.











F-9





SMARTMETRIC,
INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements


For
the Three and Nine Months Ended March 31, 2009 and 2008


and
For the Period December 18, 2002 (Date of Inception)


to
March 31, 2009


(Unaudited)





Employment
agreement – Effective July 1, 2004, SmartMetric executed a one year employment
agreement with its president, which in June 2005 was renewed for one year to
June 30, 2006.  Pursuant to this employment agreement, the president
received a salary of $170,000 and $85,000 for the years ended June 30, 2006 and
2005, respectively. Although  the employment agreement has not been
renewed in writing, the president continues to serve SmartMetric  and
is being paid on the basis of a $170,000 annual salary.





Lease
agreements – SmartMetric leases office space in Bay Harbor Islands, Florida
under two  agreements providing for total monthly rentals of
approximately $4,650.  One agreement is month to month and provides
for a monthly rental of $3,650; the other agreement has a term ending May 31,
2009 at a monthly rental of $1,000.  Rent expense for the nine months
ended March 31, 2009 and 2008 were $61,925 and $35,427,
respectively.











F-10






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




Cautionary
Notice Regarding Forward-Looking Statements




In this
quarterly report (“Report”), references to “Smartmetric,” “SMME,” “the Company,”
“we,” “us,” and “our” refer to Smartmetric, Inc.




We make
certain forward-looking statements in this report. Statements concerning our
future operations, prospects, strategies, financial condition, future economic
performance (including growth and earnings), demand for our services, and other
statements of our plans, beliefs, or expectations, including the statements
contained under the captions “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” “Business,” as well as captions elsewhere
in this document, are forward-looking statements. In some cases these statements
are identifiable through the use of words such as “anticipate,” “believe,”
“estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can”, “could,”
“may,” “should,” “will,” “would,” and similar expressions. We intend such
forward-looking statements to be covered by the safe harbor provisions contained
in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”)
and in Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). The forward-looking statements we make are not guarantees of
future performance and are subject to various assumptions, risks, and other
factors that could cause actual results to differ materially from those
suggested by these forward-looking statements. Because such statements are
subject to risks and uncertainties, actual results may differ materially from
those expressed or implied by the forward-looking statements. Indeed, it is
likely that some of our assumptions will prove to be incorrect. Our actual
results and financial position will vary from those projected or implied in the
forward-looking statements and the variances may be material. You are cautioned
not to place undue reliance on such forward-looking statements. These risks and
uncertainties, together with the other risks described from time to time in
reports and documents that we file with the SEC should be considered in
evaluating forward-looking statements.




The
nature of our business makes predicting the future trends of our revenue,
expenses, and net income difficult. Thus, our ability to predict results or the
actual effect of our future plans or strategies is inherently uncertain. The
risks and uncertainties involved in our business could affect the matters
referred to in any forward-looking statements and it is possible that our actual
results may differ materially from the anticipated results indicated in these
forward-looking statements. Important factors that could cause actual results to
differ from those in the forward-looking statements include, without limitation,
the following:




· the
effect of political, economic, and market conditions and geopolitical
events;




·
legislative and regulatory changes that affect our business;




· the
availability of funds and working capital;




· the
actions and initiatives of current and potential competitors;




·
investor sentiment; and




· our
reputation.




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. 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.




The
following discussion and analysis should be read in conjunction with our
consolidated financial statements and the related notes thereto as filed with
the SEC and other financial information contained elsewhere in this
Report.




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 card but has not yet begun to manufacture the
biometric cards utilizing its licensed technology. The prototype is expected to
be completed by the end of July 2009 and is already being marketed in various
specialty trade publications and press releases. To date, SmartMetric has had no
sales revenues.




A
prototype of our biometric card 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 biometric cards, 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 card. We expect that the revised prototype will be
completed in July 2009.






3






We expect
to outsource manufacturing of our biometric cards once we have sales orders. We
do not intend to purchase any plants or significant equipment. Because
SmartMetric does not own or rent a manufacturing facility, we will enter into a
contract with a manufacturing facility to produce our biometric cards. Although
we have engaged in preliminary negotiations with two potential manufacturers, no
contract has been signed.




We
currently have four 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.







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




Results
of Operations




Comparison
of the Three Months Ended March 31, 2009 and 2008




Revenue and Net Income
(Loss)




For the
three months ended March 31, 2009, there was $0 sales revenue and a net loss of
$240,362. For the three months ended March 31, 2008, there was $0 sales revenue
and a net loss of $605,601. This decreased loss of $365,239 or 60% was primarily
attributable to decreased other general and administrative
expenses.




Other General and
Administrative Expenses




Other
general and administrative expenses for the three months ended March 31, 2009
were $136,255, a decrease of $425,246 or 76% compared to $561,501 for the
comparable period in 2008. The decrease was primarily attributable to $473,400
stock-based compensation recognized in 2008.




Research and Development
Expenses




Research
and development expenses for the three months ended March 31, 2009 were $59,518,
an increase of $57,918 or 3,620% compared to $1,600 for the comparable period in
2008. The increase was primarily attributable to increased developmental costs
as the prototype nears completion.




Interest
Expenses




Interest
expense for the three months ended March 31, 2009 was $2,089 compared to $0 for
the comparable period in 2008, an increase of $2,089. The increase was primarily
attributable to interest expense on unpaid payroll taxes.




4






Income Tax
Expenses




Income
tax for the three months ended March 31, 2009 was $0, unchanged from March 31,
2008.





Comparison
of the Nine Months Ended March 31, 2009 and 2008




Revenue and Net Income
(Loss)




For the
nine months ended March 31, 2009, there was $0 sales revenue and a net loss of
$808,072. For the nine months ended March 31, 2008, there was $0 sales revenue
and a net loss of $1,042,482. This decreased loss of $234,410 or 22.0% resulted
primarily from a reduction in other general and administrative
expenses.




Other General and
Administrative Expenses




Other general
and administrative expenses for the nine months ended March 31, 2009 were
$432,188, a decrease of $442,460 or 51.% compared to $874,648 for the comparable
period in 2008.  The decrease was primarily attributable to $473,400
stock-based compensation recognized in 2008.




Research and Development
Expenses




Research
and development expenses for the nine months ended March 31, 2009 were $242,997,
an increase of $209,634 or 628% compared to $33,363 for the comparable period in
2008. The increase was primarily attributable to increased developmental costs
as the prototype nears completion.




Interest
Expenses




Interest
expense for the nine months ended March 31, 2009 was $5,387 compared to $6,971
for the comparable period in 2008, a decrease of $1,584 or 23%.
The decrease was primarily attributable to reduced interest expense on
unpaid payroll taxes.




Income Tax
Expenses




Income
tax for the nine months ended March 31, 2009 was $0, unchanged from March 31,
2008.






5







Liquidity
and Capital Resources




Cash
and Cash Equivalent




Our cash
and cash equivalents were $266,417 at June 30, 2008 and decreased
to $16,374 at March 31, 2009, a decrease of $250,043 or 94%.  The
decrease was primarily attributable to the $808,072 net loss, offset partially
by $405,290 collected from private placements.




Net
cash used by operating activities




Net
cash used by operating activities was $655,333 for the nine months
ended March 31, 2009, an increase of $86,957 or 15% from the comparable period
in 2008.




Net
cash used in investing activities




Net cash
used in investing activities was $0 for the nine months ended March 31,
2009, an increase of $0 or 0% from March 31, 2008.




Net
cash provided by financing activities




Net cash
provided by financing activities was $405,290 for the nine months ended March
31, 2009, a decrease of $184,594 or 31%, from the comparable period in
2008.




Contractual
Obligations and Off-Balance Sheet Arrangements.




We have
certain fixed contractual obligations and commitments that include future
estimated payments. Changes in our business needs, cancellation provisions,
changing interest rates, and other factors may result in actual payments
differing from the estimates. We cannot provide certainty regarding the timing
and amounts of payments. We have presented below a summary of the most
significant assumptions used in our determination of amounts presented in the
tables, in order to assist in the review of this information within the context
of our financial position, results of operations, and cash flows.




The
following table (in thousands) summarizes our contractual obligations as of
March 31, 2009, and the effect these obligations are expected to have on our
liquidity and cash flows in future periods.




Totals
                  
                  
                  Less
      Than
                    1
      Year
                  
                  
                  1
      to 3
                    Years
                  
                  
                  ThereafterCapital
      expenditures
                  
                  $
                  0
                  
                  
                  $
                  0
                  
                  
                  $
                  0
                  
                  
                  
                  0
                  
                  
                  
                  —




Critical
accounting policies and estimates




The
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.




Intangible
assets




SmartMetric
did not purchase any intangible assets for the three months ended March 31,
2009.




Item 3.
            QUANTITATIVE AND
      QUALITATIVE DISCLOSURES ABOUT MARKET
  RISK




N/A.




Item
      4T.
            CONTROLS AND
  PROCEDURES







6







Our
management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e)) under the
Exchange Act) that is designed to ensure that information required to be
disclosed by the Company in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the issuer's management, including its principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.




Pursuant
to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation
with the participation of the Company’s management, including Colin Hendrick,
the Company’s Chief Executive Officer (“CEO”), and Jay Needelman, the Company’s
Chief Financial Officer (“SFO”) of the effectiveness of the Company’s disclosure
controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act)
as of the nine months ended March 31, 2009. Based upon that evaluation, the
Company’s CEO and CFO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CFO, as appropriate, to allow timely decisions regarding required
disclosure.





Changes
in internal controls




Our
management, with the participation of our CEO and CFO, performed an evaluation
as to whether any change in our internal controls over financial reporting
occurred during the nine months ended March 31, 2009.  Based on that
evaluation, our CEO and CFO concluded that no change occurred in the Company's
internal controls over financial reporting during the nine months ended March
31, 2009 that has materially affected, or is reasonably likely to materially
affect, the Company's internal controls over financial
reporting.





PART
II.  OTHER INFORMATION




Item
1.                     
 LEGAL
PROCEEDINGS





None.





Item
1A.                    RISK
FACTORS





Not
Applicable.





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




In the
three months ended March 31, 2009, the Company sold a total of 1,570,569 Units
at a price of $0.10 per Unit in private placements resulting in net proceeds of
$157,057.  Each Unit consists of one share of common stock and one
warrant exercisable for 12 months from the date of issue into one share of
common stock at $1.00 per share.




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(2) of the Securities Act of 1933, as amended (the "1933
Act"), and Regulation D or 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" as defined in Regulation D or Regulation S of the 1933 Act and
otherwise had the requisite sophistication to make an investment in
SmartMetric's securities.





Item
3.                      
DEFAULTS UPON SENIOR
SECURITIES





None.





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





None.





Item
5.                      
OTHER
INFORMATION





There
were no matters required to be disclosed on Form 8-K during the three months
ended March 31, 2009 which were not disclosed on such form.








7







Item
6.                      
EXHIBITS





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




Exhibit No.
              Description31.1
              Certification
      of SmartMetric’s Chief Executive Officer pursuant to Rule13a- 14(a) of the
      Securities Exchange Act of 193431.2
              Certificate
      of SmartMetric’s Chief Financial Officer pursuant to Rule13a- 14(a) of the
      Securities Exchange Act of 193432.1
              Certification
      of SmartMetric’s Chief Executive 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)





32.2
              Certification
      of SmartMetric’s 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)










8





SIGNATURE





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








SMARTMETRIC,
      INC.Dated:  May
      15, 2009
              By:
              /s/ Colin
      HendrickColin
      Hendrick, President






Dated:  May
      15, 2009
              By:
              /s/ Jay
      NeedelmanJay
      Needelman , Chief Financial Officer