U.S.
SECURITIES AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-QSB
 
 (X)
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE
ACT OF 1934.
 
 For the 3
month period ended March 31, 2005.
 
 ( )
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
 SECURITIES
EXCHANGE ACT OF 1934.
 
 For the
transition period from to
 
 Commission
File No. 333-118801
 
 SMARTMETRIC,
INC.
 (Name of
Small Business Issuer in its Charter)
 Delaware
    05-0543557(State
      of Incorporation)
    (IRS
      Identification Number)
 67 Wall
Street, 22 nd Floor
 New York,
New York 10005
 (Address
of Principal Executive Offices)
 
 Registrant's
telephone number, including area code (212) 859-5007
 
 Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15 (d) of the Exchange Act during the past 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
 
 (1) Yes X   No____   (2)
Yes___   No X
 
 State the
number of shares outstanding of each of the Registrant's classes of common
equity, as of the latest applicable date:
 
 Common
Stock- 8,721,094 - May 15, 2005
 Class A
Common Stock - 50,000,000 - May 15, 2005
 
 
  
  SMARTMETRIC,
INC.
 FORM
10-QSB
 March 31,
2005
 
 
 INDEX
 
 
 
 PART I.
FINANCIAL INFORMATION
 
 PART
      I - FINANCIAL INFORMATION
    PAGE3Item
      1 - FINANCIAL STATEMENTS (UNAUDITED)Consolidated
      Balance Sheets -
    F-1March
      31, 2005 and June 30, 2004Consolidated
      Statements of Operations -
    F-2Three
      Months Ended March 31, 2005 and 2004Consolidated
      Statements of Cash Flows -
    F-3Three
      Months Ended March 31, 2005 and 2004Notes
      to Financial Statements -
    F-4Three
      Months Ended March 31, 2005 and 2004Item
      2 - PLAN OF OPERATION
    4Item
      3 -CONTROLS
      AND PROCEDURES
    6PART
      II- OTHER INFORMATIONItem
      1 - LEGAL PROCEEDINGS
    6Item
      2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS
    6Item
      3 - DEFAULTS UPON SENIOR SECURITIES
    7Item
      4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    7Item
      5 - OTHER INFORMATION
    7Item
      6 - EXHIBITS
    7
 
  2
  PART I.
FINANCIAL INFORMATION
  
 **SMARTMETRIC,
      INC. AND SUBSIDIARY****(A
      Development Stage Company)****Consolidated
      Balance Sheets****March
      31,**
    
    
    **June
      30,****2005**
    
    
    **2004****Assets**
    
    **(Unaudited)**Current
      assets:Cash
    $
    22,021
    
    $
    64,142Stock subscriptions receivable
    
    69,496
    
    
    35,602Prepaid expenses
    
    2,328
    
    
    -Total current
      assets
    
    93,845
    
    
    99,744Other
      assets:Patent costs, less accumulated amortizationof $750 and $0, respectively
    
    14,250
    
    
    -Deferred offering costs
    
    80,000
    
    
    52,500Organization costs - net
    
    330
    
    
    420Total
      assets
    $
    188,425
    
    $
    152,664**Liabilities
      and Stockholders' Equity**Current
      liabilities:Accounts payable and accrued expenses
    $
    21,486
    
    $
    1,250Accrued salary due to president
    
    42,500
    
    
    -Due to related party
    
    10,127
    
    
    51,850Total current
      liabilities
    
    74,113
    
    
    53,100Other
      liabilities
    
    -
    
    
    -Total liabilities
    
    74,113
    
    
    53,100Stockholders'
      equity :Preferred stock, $.01 par value; 5,000,000 sharesauthorized, 0 shares issued and outstanding
    
    -
    
    
    -Class A common stock, $.001 par value;50,000,000 shares authorized, 50,000,000 sharesissued and outstanding
    
    50,000
    
    
    50,000Common stock, $.001 par value; 45,000,000 sharesauthorized, issued and outstanding 8,721,094 and8,560,257 shares, respectively
    
    8,721
    
    
    8,560Additional
      paid-in capital
    
    222,260
    
    
    77,042Deficit
      accumulated during the development stage
    
    (166,669)
    
    
    (36,038)Total stockholders' equity
    
    114,312
    
    
    99,564Total
      liabilities and stockholders' equity
    $
    188,425
    
    $
    152,664See
      notes to consolidated financial statements.


F-1
  **SMARTMETRIC,
      INC. AND SUBSIDIARY****(A
      Development Stage Company)****Consolidated
      Statements of Operations****(Unaudited)****Cumulative****During
      the****Development****Stage****Nine
      Months**
    
    
    **Three
      Months**
    
    
    **(December
      18, 2002****Ended
      March 31,**
    
    
    **Ended
      March 31,**
    
    
    **to
      March 31,****2005**
    
    
    **2004**
    
    
    **2005**
    
    
    **2004**
    
    
    **2005)**Revenues
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -Expenses:Officer's salary
    
    42,500
    
    
    -
    
    
    42,500
    
    
    -
    
    
    42,500Other general andadministrative
    
    35,504
    
    
    3,489
    
    
    14,614
    
    
    2,428
    
    
    42,207Research and development
    
    52,627
    
    
    20,000
    
    
    12,217
    
    
    20,000
    
    
    81,962Total expenses
    
    130,631
    
    
    23,489
    
    
    69,331
    
    
    22,428
    
    
    166,669Net
      loss
    $
    (130,631)
    
    $
    (23,489)
    
    $
    (69,331)
    
    $
    (22,428)
    
    $
    (166,669)Net
      loss per share,basic and diluted
    $
    (0.00)
    
    $
    (0.00)
    
    $
    (0.00)
    
    $
    (0.00)Weighted
      averagenumber of commonshares outstanding,basic and diluted
    
    58,621,167
    
    
    33,333,333
    
    
    58,674,779
    
    
    50,000,000See
      notes to consolidated financial statements.
 F-2
  **SMARTMETRIC,
      INC. AND SUBSIDIARY****(A
      Development Stage Company)****Consolidated
      Statements of Cash Flows****(Unaudited)****Cumulative****During
      the****Development****Stage****Nine
      Months**
    
    
    **(December
      18, 2002****Ended
      March 31,**
    
    
    **to
      March 31,****2005**
    
    
    **2004**
    
    
    **2005)**Cash
      flows from operating activities:Net loss
    $
    (130,631)
    
    $
    (23,489)
    
    $
    (166,669)Amortization of patent costs
    
    750
    
    
    -
    
    
    750Changes in assets and liabilities:Prepaid
      expenses
    
    (2,328)
    
    
    -
    
    
    (2,328)Organization
      costs
    
    90
    
    
    90
    
    
    (330)Accounts payable
      and accrued expenses
    
    20,236
    
    
    -
    
    
    21,486Accrued salary due
      to president
    
    42,500
    
    
    -
    
    
    42,500Net cash used for
      operating activities
    
    (69,383)
    
    
    (23,399)
    
    
    (104,591)Cash
      flows from investing activities:Patent costs incurred
    
    (15,000)
    
    
    -
    
    
    (15,000)Net cash used for investing activities
    
    (15,000)
    
    
    -
    
    
    (15,000)Cash
      flows from financing activities:Loans from related party
    
    2,577
    
    
    -
    
    
    54,427Repayment of loans from related party
    
    (44,300)
    
    
    -
    
    
    (44,300)Stock subscriptions collected, net
    
    111,485
    
    
    100,000
    
    
    211,485Deferred offering costs incurred
    
    (27,500)
    
    
    -
    
    
    (80,000)Net
      cash provided by financing activities
    
    42,262
    
    
    100,000
    
    
    141,612Net
      increase (decrease) in cash
    
    (42,121)
    
    
    76,601
    
    
    22,021Cash,
      beginning of period
    
    64,142
    
    
    -
    
    
    -Cash,
      end of period
    $
    22,021
    
    $
    76,601
    
    $
    22,021Supplemental
      disclosuresof cash flow information:Interest paid
    $
    -
    
    $
    -
    
    $Income taxes paid
    $
    -
    
    $
    -
    
    $See
      notes to consolidated financial statements.
 F-3
 **SMARTMETRIC,
INC. AND SUBSIDIARY**
**(A
Development Stage Company)**
**Notes
to Consolidated Financial Statements**
**For
the Three and Nine Months Ended March 31, 2005 and 2004**
**and
For the Period December 18, 2002 (Date of Inception)**
**to
March 31, 2005**
**(Unaudited)**

**NOTE
1 - INTERIM FINANCIAL STATEMENTS**

The
unaudited financial statements as of March 31, 2005 and for the three and nine
months ended March 31, 2005 and 2004 have been prepared in accordance with
accounting principles generally accepted in the United States for interim
financial information and with instructions to Form 10-QSB. In the opinion of
management, the unaudited financial statements have been prepared on the same
basis as the annual financial statements and reflect all adjustments, which
include only normal recurring adjustments, necessary to present fairly the
financial position as of March 31, 2005 and the results of operations and cash
flows for the three month and nine month periods ended March 31, 2005 and 2004.
The financial data and other information disclosed in these notes to the interim
financial statements related to these periods are unaudited. The results for the
three month and nine month period ended March 31, 2005 are not necessarily
indicative of the results to be expected for any subsequent quarter of the
entire year ending June 30, 2005. The balance sheet at June 30, 2004 has been
derived from the audited financial statements at that date.

Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States have been condensed or omitted pursuant to the Securities and
Exchange Commission’s rules and regulations. These unaudited financial
statements should be read in conjunction with our audited financial statements
and notes thereto for the year ended June 30, 2004 as included in our report on
Form 10-KSB.

**NOTE
2 - ORGANIZATION**

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

**NOTE
3 - STOCKHOLDERS’ EQUITY**

In
October 2003, the Company sold 50,000,000 shares of Class A common stock to the
president of the Company at a price of $.001 per share, or $50,000 total. From
October 2003 to June 30, 2004, the Company sold 8,560,257 shares of common stock
(the “Additional Shares”) to the president of the Company at a price of $.01 per
share, or $85,602 total. These Additional Shares were assigned by the president
of the Company in varying amounts to approximately 600 shareholders for no
consideration.

On
November 3, 2004, the Company deposited $102,311 from the sale of a total of
68,207 shares of common stock to 9 investors at a price of $1.50 per share. The
net proceeds to the Company, after deducting $44,052 in costs relating to this
private placement for fees paid to an unrelated third party, was
$58,259.

The
Company closed a second private placement on January 30, 2005, which resulted in
the sale of a total of 92,630 shares of common stock to 11 investors at a price
of $1.50 per share, or $138,945 gross proceeds. The net proceeds to the Company,
after deducting $51,000 in fees paid to an unrelated third party and $825 in
other costs, is $87,120.

The Class
A common stock and the common stock have identical voting and other
rights.

**NOTE
4 - PLANNED PUBLIC OFFERING**

The
Company filed a Form SB-2 registration statement with the U.S. Securities and
Exchange Commission in September 2004 in connection with a planned public
offering (the “Public Offering”) of up to 6,666,666 shares of common stock at
$1.50 per share or $9,999,999 total. The Company plans on offering the shares
directly on a “best efforts, all or none basis” as to the first 333,333 shares
and on a best efforts basis as to the remaining 6,333,333 shares. The shares are
planned to be sold by SmartMetric’s officers and directors in a
self-underwritten offering (although the Company may decide to engage registered
broker-dealers to assist in the sale) for a period of 90 days (which may be
extended for an additional 90 days at the Company’s option). The Public Offering
plans that subscription proceeds will be placed in an escrow account until the
minimum offering of $500,000 is achieved, after which proceeds shall be released
directly to the Company; if the minimum offering is not sold by the end of the
offering period, or extended offering period if so extended, the escrowed
proceeds would be returned to investors. Also, certain selling shareholders plan
on offering 11,721,094 shares for sale in this offering.

**NOTE
5 - COMMITMENTS**

Marketing
agreement - On October 30, 2003, SmartMetric executed an agreement with
Information Spectrum, Inc. (“ISI”). Pursuant to this agreement, ISI shall seek
to market SmartMetric’s Smart Card technology by actively seeking customers
interested inpurchasing
credential cards which incorporate SmartMetric’s patented Smart Card technology.
Prior to ISI offering SmartMetric products by submitting a formal proposal, ISI
and SmartMetric shall enter into a “Teaming Agreement” which will define each
party’s rights and obligations concerning that particular sales opportunity.
Every proposal will require its own Teaming Agreement. Pursuant to this
Agreement, ISI is the exclusive reseller of SmartMetric products to agencies of
the United States government and the Government of Canada. In addition, ISI has
the right of first refusal for other marketing, sales or re-sales opportunities
for customers other than the United States or Canadian governments. The term of
this agreement is two years and may be extended upon mutual agreement of the
parties.

Patent
license agreement - Effective August 1, 2004, SmartMetric executed a license
agreement with Applied Cryptology, Inc. (“ACI”), a corporation controlled by
SmartMetric’s president and the owner of certain technology. Pursuant to the
license agreement, SmartMetric has the right to make use of this technology for
the purpose of developing software and systems to be used by SmartMetric to
provide any or all of the following: 1) secure transactions over the Internet
from home and office computers; 2) an automatic method for connecting to remote
computers; 3) a method of developing targeted advertising to home and/or office
computers; 4) identity verification and access control as provided for in the
patent. Pursuant to this license agreement, ACI will receive 2% of all revenues
generated by SmartMetric on products which utilize this patented technology. The
license fee will be paid on a quarterly basis based on revenues received during
the quarter. The license fee shall be due within 45 days of the end of each
quarter. In the event no revenues are generated through the use of any of the
licensed patents during a given quarter, no money shall be owed ACI for such
quarter. ACI may rescind the license agreement and reclaim all rights and
interest in the patents if certain events, such as SmartMetric’s filing for
bankruptcy protection or reorganization, occur. This license agreement will
remain in effect for the lives of the patents. SmartMetric may utilize the
patent-pending technological applications anywhere in the world without
limitation.

Employment
agreement - Effective July 1, 2004, SmartMetric executed an employment agreement
with its president. Pursuant to this one-year employment agreement, the
president shall receive an annual salary of $170,000 commencing January 1, 2005.
This salary will commence upon the Company achieving gross revenues of
$1,000,000. Until that time, the salary shall be accrued and SmartMetric may pay
the president as salary up to 25% of any offering proceeds received by the
Company, which amount shall not exceed $170,000 in any given 12 month period.
The president is also eligible for an annual bonus based on certain performance
criteria to be determined by a Compensation Committee of the board of directors
at a later date. His employment may be terminated for cause at any time.
According to the employment agreement, any inventions, ideas, disclosures and
improvements made or conceived by him during his employment, including adoptions
and improvements to existing patents, shall be his property.

Rental
agreement - The Company currently uses office space provided by its president at
no cost to the Company. It is anticipated that the Company will start paying
rent for this space following the successful completion of the Public
Offering.

Lease
agreement - In November 2004, SmartMetric executed a lease agreement for office
space in Aventura, Florida. This agreement provides for monthly rentals of $800
and an initial term of six months ending May 31, 2005. Unless the lessor is
notified in writing at least 60 days prior to the Termination Date, this
agreement shall renew for additional one-year terms. Lessor has the right to
terminate the lease agreement at any time upon 45 days advance written notice to
SmartMetric.
 F-4
 3
 Item 2. PLAN
OF OPERATION
 
 OVERVIEW
 
 Incorporated
in 2002, SmartMetric and its founder and CEO, Colin Hendrick, have been engaged
in research and development of a biometric security solution which would
authenticate the identity of a person in a self-contained credit card-sized
device. SmartMetric’s biometric card has been designed to use an on-board finger
print sensor which is imbedded in the card along with an integrated circuit chip
which will provide one gigabyte of memory capacity. SmartMetric has recently
completed a prototype of its SmartCard but has not yet begun to manufacture
SmartCards utilizing its licensed technology. To date, SmartMetric has had no
sales revenues.
 
 In
December 2001 SmartMetric’s CEO, Colin Hendrick, applied for a patent for this
biometric card technology connecting SmartCards to networks, and providing
secure access for such connections. In June 2004, Mr. Hendrick transferred this
technology to Applied Cryptology, Inc., a Nevada corporation, he owns and
controls, and which owns 49,500,000 shares of SmartMetric common stock. On
August 1, 2004, Applied Cryptology entered into a license agreement with
SmartMetric pursuant to which Applied Cryptology agreed to license this
technology to SmartMetric in perpetuity in exchange for a royalty payment. This
patent was granted on September 14, 2004.
 
 We had $0
sales revenue for the year ended June 30, 2004, with a net loss of $35,978. For
the quarter ending March 31, 2005, there were no sales revenues and a net loss
of $69,331.
 
 In
October 2003, we sold 50,000,000 shares of common stock to the President of
SmatMetric at $.001 per share for a total of $50,000. From November 2003 to June
30, 2004, SmartMetric sold 8,560,257 shares of common stock to the President of
the corporation, Colin Hendrick, at $.01 per share for a total of $85,602.57.
Mr. Hendrick rendered complete payment for these shares by October 2004. In
August 2004, Mr. Hendrick transferred these shares to approximately 600
shareholders for no consideration. All shares are restricted from resale, except
11,560,257 shares which are being registered for resale. Of these 11,560,257
shares, 3,000,000 are Class A common shares which are identical to undesignated
common stock. In March 2005, Mr. Hendrick transferred 49,500,000 shares to
Applied Cryptology, Inc., a company owed and controlled by Mr. Hendrick. Applied
Cryptology is party to a license agreement with SmartMetric.
 
 In
September 2004, we sold 68,207 shares to 9 people at $1.50 per share. Between
December 2004 and January 2005, SmartMetric sold 92,630 shares of common stock
to 11 investors at $1.50 per share. All shares issued in these two private
placements are being registered by the Company in its proposed registered
offering.
 
 4
 PLAN OF
OPERATION
 
 Over the
next 12 months, SmartMetric intends to commence marketing in an attempt to
generate sales. We will use the proceeds of this offering to contract the
production of our prototype and commence marketing. We believe that proceeds
from the Maximum Offering will be sufficient to cover these costs, as well as
working capital, for at least 12 months. We expect that we will have to raise
additional funds starting 12 months after completion of the offering if we raise
less than the Maximum Offering. The amount we raise will depend on the amount
raised in this offering. In the event we raise the Minimum Offering, we will be
able to contract the production of a maximum of 1,000 SmartCards and commence
marketing. With the Minimum Offering, we will have working capital for 12
months, but will need to raise funds after that period. We believe a minimum of
$500,000 is required for us to begin this limited production of our
SmartCards.
 
 We expect
to outsource manufacturing of our SmartCards once we have sales orders. We do
not intend to purchase any plants or significant equipment.
 
 Once we
have begun to generate sales, we intend to hire additional employees. However,
until that time, we may only hire a few employees to market the SmartMetric
SmartCard.
 
 For the
nine months ended March 31, 2005, we spent $52,627 on research and development,
and for the year ended June 30, 2004, we spend an additional $29,395.00. These
funds were applied toward the production of a SmartCard prototype and its
components. To date, Mr. Hendrick has neither been paid, nor reimbursed, for any
of this research and development costs.
 
 COMPLETION
OF PROTOTYPE
 
 A
prototype of our SmartCard was completed in February 2005. The finished product
is the prototype or model for our SmartCards, which will be manufactured upon
receipt of customer orders. We intend to revise some of the engineering of the
prototype so as to decrease the size of the circuitry contained in the
SmartCard.
 
 PRODUCTION
OF SMARTCARDS
 
 Now that
we have a working prototype of our SmartCard, we will seek to obtain orders for
it. Because SmartMetric does not own or rent a manufacturing facility, we have
entered into a contract with a manufacturing facility to produce our SmartCards.
Although we have begun negotiation s with two potential manufacturer, no
contract has been signed.
 
 SmartMetric
believes its current sources of credit and liquidity, including funds raised in
its private placement are insufficient to begin operations, including production
of our SmartCards. SmartMetric believes the Maximum Offering proceeds will be
sufficient to proceed with its plan of operations for the next twelve months.
Our plan includes outsourcing or contract manufacturing of approximately 75,000
SmartCards. A key element of SmartMetric's growth strategy is raising adequate
funding to begin to outsource the manufacture of its biometric card. We believe
that $499,999.50 will suffice to begin outsourcing the manufacturing of our
SmartCard. The amount of funds required will depend on the size of the orders we
receive. We estimate that $499,999.50 will allow us to outsource production of
1,000 SmartCards, begin marketing them and provide us with enough working
capital to last 12 months. We expect that orders larger than will require
additional financing. Such financing may be in the form of debt or equity.
Currently, SmartMetric has no material commitments for capital
expenditures.
 
 5
 SmartMetric
does not believe its business is seasonal in any way.
 
 On
October 30, 2003, we entered into an agreement with Information Spectrum, Inc.
Pursuant to this agreement, ISI will seek to market our SmartCards. Once ISI
begins such marketing efforts and is able to find companies and/or government
agencies to purchase our SmartCards, we will begin production of our SmartCards.
We intend to enter into an agreement with a third party to manufacture our
SmartCards, but have not yet done so.
 
 Item 3. CONTROLS
AND PROCEDURES
 
 As of
March 31, 2005, an evaluation has been carried out under the supervision and
with the participation of our management, including our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and the
operation of our "disclosure controls and procedures" (as such term is defined
in Rules 13a-15(e) under the Securities Exchange Act of 1934). Based on such
evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that the disclosure controls and procedures are reasonably designed
and effective to ensure that (i) information required to be disclosed by us in
the reports we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms, and (ii) such information is accumulated and
communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions regarding required
disclosure. There were no changes in internal control over financial reporting
identified in connection with the evaluation of our disclosure controls and
procedures.
 
 
 PART II.
OTHER INFORMATION
 
 Item 1. LEGAL
PROCEEDINGS
 
 None
 
 Item 2. UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
 Between
November 2004 and June 30, 2004, SmartMetric sold 8,560,257 shares to Colin
Hendrick, President, Chief Executive Officer and Chief Financial Officer of
SmartMetric at $.01 per share for a total of $85,602.57. Mr. Hendrick completed
payment of these shares in July 2004. This sale was made pursuant to Section
4(2) of the Securities Act of 1933. There was no general solicitation or
advertising, and Mr. Hendrick did not purchase the shares with intent to resell
them. In August 2004, Mr. Hendrick transferred 8,560,257 shares to approximately
600 friends, acquaintances and associates for no consideration.
 
 6
 In
September 2004, SmartMetric sold 68,207 shares of SmartMetric common stock at
$1.50 per share to 9 people. These shares are restricted from transfer.
SmartMetric relied on Section 4(2) of the Securities Act when selling such
securities. SmartMetric did not engage in a general solicitation or advertising,
and the purchasers did not purchase the common stock with the intent to resell
it. Between December 2004 and January 2005, SmartMetric sold 92,630 shares of
common stock to 11 investors at $1.50 per share. These shares are restricted
from transfer. SmartMetric relied on Section 4(a) of the Securities Act when
selling such securities. SmartMetric did not engage in any general solicitation
or advertising, and the purchasers did not purchase the common stock with the
intent to resell it.
 
 Item 3. DEFAULTS
UPON SENIOR SECURITIES
 
 None
 
 Item 4. SUBMISSIONS
OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 None
 
 Item 5. OTHER
INFORMATION
 
 None
 
 Item 6. EXHIBITS
 
 The
following exhibits are attached to this Form 10-QSB and made a part
hereof.
 
 Exhibit
      No.
    Description3(i)
    Articles
      of Incorporation(1)3(ii)
    Bylaws(1)10
    Contract
      with Information Spectrum, Inc.(1)31.1
    Certification
      of HOMI’s Chief Exective Officer and Chief Financial Officer pursuant to
      Rule13a- 14(a) of the Securities Exchange Act of 193432.1
    Certification
      of HOMI’s Chief Exective Officer and Chief Financial Officer required by
      Rule 13a-14(b) under the Securities Exchange Act of 1934 and Section 1350
      of Chapter 63 of Title 18 the United States Code (18 U.S.C.
      1350)
 (1)  Incorporated
by reference from SmartMetric’s Registration Statement filed on Form SB-2 filed
with the Securities and Exchange Commission on September 3,
2004.
  7
  SIGNATURE
 
 In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 SMARTMETRIC,
      INC.Dated:
      May 25, 2005
    
    By:
      /s/ Colin HendrickColin
      Hendrick, President