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 December 31, 2008





(
)  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 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
February 12, 2009, there were 72,467,373 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 December 31, 2008 (unaudited) and June 30,
      2008
                              F-3Consolidated
      Statements of Operations for the three and six months ended December
      31, 2008 and 2007 (unaudited)
                              F-4Consolidated
      Statements of Cash Flows for the six months ended December 31, 2008 and
      2007 (unaudited)
                              F-7Notes
      to Unaudited Financial Statements
                              F-8Item 2
                              
                              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                              3Item
    3.
                              
                              Quantitative and
      Qualitative Disclosures about Market Risk
                              3Item 4.
                              
                              Controls and
      Procedures
                              3PART II
                              
                              OTHER
      INFORMATION
                              4Item
    1.
                              
                              Legal
      Proceedings
                              4Item
    1A.
                              
                              Risk
    Factors
                              4Item 2.
                              
                              Unregistered Sales
      of Equity Securities and Use of Proceeds
                              4Item
      3.
                              
                              Defaults Upon Senior
      Securities
                              4Item
      4.
                              
                              Submission of
      Matters to Vote of Security Holders
                              4Item
      5.
                              
                              Other
      Information
                              4Item
      6.
                              
                              Exhibits
                              4Signatures
                              
                              
                              5











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 December 31, 2008 (Unaudited) and June 30,
      2008
            F-2Consolidated
      Statements of Operations for the three and six months ended December 31,
      2008 and 2007 and for the period December 18, 2002 (inception) to December
      31, 2008(Unaudited)
            F-3Consolidated
      Statements of Changes in Stockholders’ Equity for the period December 18,
      2002 (inception) to December 31, 2008 (Unaudited)
            F-4Consolidated
      Statements of Cash Flows for the six months ended December 31, 2008 and
      2007 and for the period December 18, 2002 (inception) to December 31, 2008
      (Unaudited)
            F-7Notes to
      Consolidated Financial Statements
            F-8






F-1




SMARTMETRIC,
INC. AND SUBSIDIARY
 (A
Development Stage Company)
 Consolidated
Balance Sheets
 December
      31,
                                          
                                          
                                          June
      30,2008
                                          
                                          
                                          2008(Unaudited)AssetsCurrent
      assets:Cash
                                          
                                          $
                                          8,486
                                          
                                          
                                          $
                                          266,417Prepaid
      expenses
                                          
                                          
                                          58,914
                                          
                                          
                                          
                                          51,901Total
      current assets
                                          
                                          
                                          67,400
                                          
                                          
                                          
                                          318,318Equipment,
      less accumulated depreciation of$11,457
      and $9,315, respectively
                                          
                                          
                                          4,527
                                          
                                          
                                          
                                          6,669Other
      assets:Patent
      costs, less accumulated amortizationof
      $6,375 and $5,625, respectively
                                          
                                          
                                          8,625
                                          
                                          
                                          
                                          9,375Total
      assets
                                          
                                          $
                                          80,552
                                          
                                          
                                          $
                                          334,362Liabilities and Stockholders'
      EquityCurrent
      liabilities:Accounts
      payable and accrued expenses
                                          
                                          $
                                          123,794
                                          
                                          
                                          $
                                          67,886Payroll
      taxes, withholdings, and accruedinterest
      and penalties
                                          
                                          
                                          147,267
                                          
                                          
                                          
                                          137,508Total
      current liabilities
                                          
                                          
                                          271,061
                                          
                                          
                                          
                                          205,394Other
      liabilities
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -Total
      liabilities
                                          
                                          
                                          271,061
                                          
                                          
                                          
                                          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 72,467,373 and69,913,395
      shares, respectively
                                          
                                          
                                          72,467
                                          
                                          
                                          
                                          69,913Additional
      paid-in capital
                                          
                                          
                                          4,271,417
                                          
                                          
                                          
                                          3,784,482Deficit
      accumulated during the development stage
                                          
                                          
                                          (4,534,393
                                          )
                                          
                                          
                                          (3,966,683
                                          )Total
      stockholders' equity (deficiency)
                                          
                                          
                                          (190,509
                                          )
                                          
                                          
                                          (112,288
                                          )Total
      liabilities and stockholders' equity
                                          
                                          $
                                          80,552
                                          
                                          
                                          $
                                          334,362
   See notes
to consolidated financial statements.
   F-2
   SMARTMETRIC,
INC. AND SUBSIDIARY
 (A
Development Stage Company)
 Consolidated
Statements of Operations
 (Unaudited)
 CumulativeDuring
      theDevelopmentStageThree
      Months Ended
                                                                
                                                                
                                                                Six
      Months Ended
                                                                
                                                                
                                                                (December
      18, 2002December
      31,
                                                                
                                                                
                                                                December
      31,
                                                                
                                                                
                                                                to
      December 31,2008
                                                                
                                                                
                                                                2007
                                                                
                                                                
                                                                2008
                                                                
                                                                
                                                                2007
                                                                
                                                                
                                                                
                                                                2008)Revenues
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -Operating
      expenses:Officer's
      salary
                                                                
                                                                
                                                                42,500
                                                                
                                                                
                                                                
                                                                42,500
                                                                
                                                                
                                                                
                                                                85,000
                                                                
                                                                
                                                                
                                                                85,000
                                                                
                                                                
                                                                
                                                                680,000Other
      general andadministrative
                                                                
                                                                
                                                                162,284
                                                                
                                                                
                                                                
                                                                107,441
                                                                
                                                                
                                                                
                                                                295,933
                                                                
                                                                
                                                                
                                                                313,147
                                                                
                                                                
                                                                
                                                                3,072,029Research
      and development
                                                                
                                                                
                                                                2,087
                                                                
                                                                
                                                                
                                                                15,115
                                                                
                                                                
                                                                
                                                                183,479
                                                                
                                                                
                                                                
                                                                31,763
                                                                
                                                                
                                                                
                                                                746,642Total
      operating expenses
                                                                
                                                                
                                                                206,871
                                                                
                                                                
                                                                
                                                                165,056
                                                                
                                                                
                                                                
                                                                564,412
                                                                
                                                                
                                                                
                                                                429,910
                                                                
                                                                
                                                                
                                                                4,498,671Loss
      from operations
                                                                
                                                                
                                                                (206,871
                                                                )
                                                                
                                                                
                                                                (165,056
                                                                )
                                                                
                                                                
                                                                (564,412
                                                                )
                                                                
                                                                
                                                                (429,910
                                                                )
                                                                
                                                                
                                                                (4,498,671
                                                                )Interest
      income
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                657Interest
      expense
                                                                
                                                                
                                                                (1,504
                                                                )
                                                                
                                                                
                                                                (5,069
                                                                )
                                                                
                                                                
                                                                (3,298
                                                                )
                                                                
                                                                
                                                                (6,971
                                                                )
                                                                
                                                                
                                                                (36,379
                                                                )Net
      loss
                                                                
                                                                $
                                                                (208,375
                                                                )
                                                                
                                                                $
                                                                (170,125
                                                                )
                                                                
                                                                $
                                                                (567,710
                                                                )
                                                                
                                                                $
                                                                (436,881
                                                                )
                                                                
                                                                $
                                                                (4,534,393
                                                                )Net
      loss per share,basic
      and diluted
                                                                
                                                                $
                                                                (0.00
                                                                )
                                                                
                                                                $
                                                                (0.00
                                                                )
                                                                
                                                                $
                                                                (0.01
                                                                )
                                                                
                                                                $
                                                                (0.01
                                                                )Weighted
      average numberof
      common sharesoutstanding,basic
      and diluted
                                                                
                                                                
                                                                71,312,303
                                                                
                                                                
                                                                
                                                                62,106,824
                                                                
                                                                
                                                                
                                                                70,673,809
                                                                
                                                                
                                                                
                                                                61,777,746
  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
   See notes
to consolidated financial statements.
  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
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          1,785,000
                                          
                                          
                                          
                                          1,785
                                          
                                          
                                          
                                          195,365
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          197,150Sale
      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 sixmonths
      endedDecember
      31, 2008
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (567,710
                                          )
                                          
                                          
                                          (567,710
                                          )Balances,
      December 31,2008
                                          
                                          
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          
                                          72,467,373
                                          
                                          
                                          $
                                          72,467
                                          
                                          
                                          $
                                          4,271,417
                                          
                                          
                                          $
                                          (4,534,393
                                          )
                                          
                                          $
                                          (190,509
                                          )
    See
notes to consolidated financial statements.
  F-6
  SMARTMETRIC,
INC. AND SUBSIDIARY
 (A
Development Stage Company)
 Consolidated Statements of Cash
Flows
 (Unaudited)
   CumulativeDuring
      theDevelopmentStageSix
      Months Ended
                                          
                                          
                                          (December
      18, 2002December
      31,
                                          
                                          
                                          to
      December 31,2008
                                          
                                          
                                          2007
                                          
                                          
                                          
                                          2008Cash
      flows from operating activities:Net
      loss
                                          
                                          $
                                          (567,710
                                          )
                                          
                                          $
                                          (436,881
                                          )
                                          
                                          $
                                          (4,534,393
                                          )Interest
      accrued on convertible notes payable
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          2,400Shares
      issued for services
                                          
                                          
                                          -
                                          
                                          
                                          
                                          24,000
                                          
                                          
                                          
                                          493,400Depreciation
      of equipment
                                          
                                          
                                          2,142
                                          
                                          
                                          
                                          2,142
                                          
                                          
                                          
                                          11,457Amortization
      of patent costs
                                          
                                          
                                          750
                                          
                                          
                                          
                                          750
                                          
                                          
                                          
                                          6,375Changes
      in operating assets and liabilities:Prepaid
      expenses
                                          
                                          
                                          (7,013
                                          )
                                          
                                          
                                          56,348
                                          
                                          
                                          
                                          (58,914
                                          )Organization
      costs
                                          
                                          
                                          -
                                          
                                          
                                          
                                          60
                                          
                                          
                                          
                                          -Accounts
      payable and accrued expenses
                                          
                                          
                                          55,908
                                          
                                          
                                          
                                          33,637
                                          
                                          
                                          
                                          123,794Payroll
      taxes, withholdings, and accruedinterest
      and penalties
                                          
                                          
                                          9,759
                                          
                                          
                                          
                                          (42,388
                                          )
                                          
                                          
                                          147,267Net
      cash used for operating activities
                                          
                                          
                                          (506,164
                                          )
                                          
                                          
                                          (362,332
                                          )
                                          
                                          
                                          (3,808,614
                                          )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
                                          
                                          
                                          248,233
                                          
                                          
                                          
                                          361,917
                                          
                                          
                                          
                                          2,811,083Sale
      of common stock in public offering
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          1,115,472Public
      offering costs incurred
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (138,471
                                          )Net
      cash provided by  financing activities
                                          
                                          
                                          248,233
                                          
                                          
                                          
                                          361,917
                                          
                                          
                                          
                                          3,848,084Net
      increase (decrease) in cash
                                          
                                          
                                          (257,931
                                          )
                                          
                                          
                                          (415
                                          )
                                          
                                          
                                          8,486Cash,
      beginning of period
                                          
                                          
                                          266,417
                                          
                                          
                                          
                                          5,534
                                          
                                          
                                          
                                          -Cash,
      end of period
                                          
                                          $
                                          8,486
                                          
                                          
                                          $
                                          5,119
                                          
                                          
                                          $
                                          8,486Supplemental
      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 Six Months Ended December 31, 2008 and 2007


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


to
December 31, 2008


(Unaudited)





NOTE
1 – INTERIM FINANCIAL STATEMENTS





The
unaudited financial statements as of December 31, 2008 and for the three and six
months ended December 31, 2008 and 2007 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 December 31, 2008 and the results of operations and
cash flows for the periods ended December 31, 2008 and 2007.  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 six month period ended December 31, 2008 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 1,720,000
Units at a price of $0.10 per Unit in private placements resulting in
net proceeds of $170,200.  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 Six Months Ended December 31, 2008 and
2007


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


to
December 31, 2008


(Unaudited)





In the
month of November 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:




Six
      Months Ended
                                              
                                              
                                              Year
      EndedDecember 31, 2008
                                              
                                              
                                              June 30, 2008Outstanding
      at beginning of period
                                              
                                              
                                              5,239,816
                                              
                                              
                                              
                                              1,291,780Issued
                                              
                                              
                                              1,785,000
                                              
                                              
                                              
                                              5,239,816Exercised
                                              
                                              
                                              
                                              
                                              
                                              
                                              -Expired
                                              
                                              
                                              (1,236,313
                                              )
                                              
                                              
                                              (1,291,780
                                              )Outstanding
      at end of period
                                              
                                              
                                              5,788,503
                                              
                                              
                                              
                                              5,239,816


The
5,788,503 warrants outstanding at December 31, 2008 are exercisable into a total
of 5,788,503 shares of common stock at $1.00 per share and expire at various
dates from January 2009 to December 2009.





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 Six Months Ended December 31, 2008 and 2007


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


to
December 31, 2008


(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 six months ended
December 31, 2008 and 2007 were $47,480 and $18,760, 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.




3




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.
  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 2009 and the product is already being marketed in various specialty
trade publications and press releases. To date, SmartMetric has had no sales
revenues.
  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 three
full time employees, including Colin Hendrick, our President and Chief Executive
Officer. Once we have begun to generate sales, we intend to hire additional
employees.
  SmartMetric
does not believe its business is seasonal in any way.
  Results
of Operations
  Comparison
of the Three Months Ended December 31, 2008 and 2007
  Revenue
and Net Income (Loss)
  For the
three months ended December 31, 2008, there was $0 sales revenue and a net loss
of $208,375. For the three months ended December 31, 2007, there was $0 sales
revenue and a net loss of $170,125. This increased  loss of $38,250 or
22% resulted primarily from an increase in General and Administrative
expenses.
  General
and Administrative Expenses
  Other
general and administrative expenses for the three months ended December 31, 2008
were $162,284, an increase of $54,843 or 51% compared to $107,441 for the
comparable period in 2007. The increase was primarily attributable to increased
advertising and promotion expenses.
  Research
and Development Expenses
  Research
and development expenses for the three months ended December 31, 2008 were
$2,087, a  decrease of $13,028 or 86% compared to $15,115for the
comparable period in 2007. The increase/decrease was primarily attributable to
fewer purchases of testing materials.
  Interest
Expenses
  Interest
expense for the three months ended December 31, 2008 was $1,504, compared to
$5,069 for the comparable period in 2007, a decrease of $3,565 or 70%. The
decrease was primarily attributable to less debt service.
  Income
Tax Expenses
  Income
tax for the three months ended December 31, 2008 was $0, unchanged from December
31, 2007.
  4
  Comparison
of the Six Months Ended December 31, 2008 and 2007
  Revenue
and Net Income (Loss)
  For the
six months ended December 31, 2008, there was $0 sales revenue and a net loss of
567,710, and for the six months ended December 31, 2007, there was $0 sales
revenue and a net loss of $436,881. This increased loss of $130,829, or 30%
resulted primarily from increased Research and Development costs during the
July, August and September 2008 period, as compared to the same period last
year.
  General
and Administrative Expenses
  Other
general and administrative expenses for the six months ended December 31, 2008
were $295,933, a decrease of $17,214or 5% compared to $313,147 for the
comparable period in 2007. The decrease was primarily attributable to small
fluctuations in office and travel expenses.
  Research
and Development Expenses
  Research
and development expenses for the six months ended December 31, 2008 were
$183,479, an increase of $151,716 or 478% compared to $31,763 for the comparable
period in 2007. The increase was primarily attributable to a manufacturing
specification in the prototype.
  Interest
Expenses
  Interest
expense for the six months ended December 31, 2008 was $3,298, compared to
$6,971 for the comparable period in 2007, a decrease of $3,673or 53%. The
decrease was primarily attributable to less debt service as compared to the same
period in 2007.
  Income
Tax Expenses
  Income
tax for the six months ended December 31, 2008 was $0, unchanged from December
31, 2007.
  Liquidity
and Capital Resources
  Cash
and Cash Equivalent
  Our cash
and cash equivalents were $266,417 at the beginning of six months ended December
31, 2008 and decreased to $8,486 by the end of such period, a decrease of
$257,931 or 97%.  The decrease was primarily attributable to increased
Research and Development costs.
  Net
cash provided by operating activities
  Net
cash used in operating activities was $506,164 for the six months
ended December 31, 2008, a increase/decrease of $143,832 or 40% from the
comparable period in 2007.
  Net
cash used in investing activities
  Net cash
used in investing activities was $0 for six months ended December 31, 2008,
unchanged from December 31, 2007.
  Net
cash provided by financing activities
  Net cash
provided by financing activities was $248,233 for the six months ended December
31, 2008, a  decrease of $113,684or 31% from the comparable period in
2007.
  5
  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.
 The
following table (in thousands) summarizes our contractual obligations as of
December 31, 2008, 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 December 31,
2008.


Item 3.
              QUANTITATIVE AND
      QUALITATIVE DISCLOSURES ABOUT MARKET
  RISK




N/A.




Item
      4.
              CONTROLS AND
  PROCEDURES




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 three months ended September 30, 2008. 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 six
months ended December 31, 2008.  Based on that evaluation, our CEO and
CFO concluded that no change occurred in the Company's internal controls over
financial reporting during the six months ended December 31, 2008 that has
materially affected, or is reasonably likely to materially affect, the Company's
internal controls over financial reporting.


6





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 September 30, 2008, the Company sold a total of 83,000 Unites
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 1,720,000
Units at a price of $0.10 per Unit in private placements resulting in
net proceeds of $170,200.  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.




In the month of November 2008, the Company solda total of 668,141 shares
of common stock at a share price of $0.084 per share in private placements
resulting in net proceeds of $51,083.




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 December 31, 2008 which were not disclosed on such form.





Item
6.                      
EXHIBITS




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




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)






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SIGNATURE





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








SMARTMETRIC,
      INC.Dated:  February
      17,
      2009
              By:
              /s/ Colin
      HendrickColin
      Hendrick, President






Dated:  February
      17,
      2009
              By:
              /s/ Jay
      NeedelmanJay
      Needelman , Chief Financial Officer






































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