U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q /A





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


EXCHANGE
ACT OF 1934.





For the
quarterly period ended September 30, 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
November 18, 2008, there were 71,254,259 shares issued and outstanding of
the registrant’s common stock.







1






INDEX




PagePART
      I.                  FINANCIAL
      INFORMATION
                F-1Item
      1.                     Financial
      Statements
                F-2Consolidated
      Balance Sheets as of March 31, 2008 (unaudited) and December 31,
      2007
                F-3Consolidated
      Statements of Operations for the three months ended March 31, 2008 and
      2007 (unaudited)
                F-4Consolidated
      Statements of Cash Flows for the three months ended March 31, 2008 and
      2007 (unaudited)
                F-6Notes
      to Unaudited Financial Statements
                F-7Item
      2.               
           Management’s Discussion and Analysis of
      Financial Condition and Results of Operations
                3Item
      3A(T).            Controls
      and Procedures
                4PART
      II.             
         OTHER INFORMATION
                4Item
      1.                    
      Legal Proceedings.Item
      1A.                  Risk
      FactorsItem
      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
                5Signatures
                6













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








F-1




SMARTMETRIC,
INC. AND SUBSIDIARY
 (A
Development Stage Company)
 Consolidated
Balance Sheets





September
      30,
                                      
                                      
                                      June
      30,2008
                                      
                                      
                                      2008(Unaudited)AssetsCurrent
      assets:Cash
                                      
                                      $
                                      336
                                      
                                      
                                      $
                                      266,417Prepaid
      expenses
                                      
                                      
                                      48,698
                                      
                                      
                                      
                                      51,901Total
      current assets
                                      
                                      
                                      49,034
                                      
                                      
                                      
                                      318,318Equipment,
      less accumulated depreciation of$10,386
      and $9,315, respectively
                                      
                                      
                                      5,598
                                      
                                      
                                      
                                      6,669Other
      assets:Patent
      costs, less accumulated amortizationof
      $6,000 and $5,625, respectively
                                      
                                      
                                      9,000
                                      
                                      
                                      
                                      9,375Total
      assets
                                      
                                      $
                                      63,632
                                      
                                      
                                      $
                                      334,362Liabilities and Stockholders'
      EquityCurrent
      liabilities:Accounts
      payable and accrued expenses
                                      
                                      $
                                      155,319
                                      
                                      
                                      $
                                      67,886Payroll
      taxes, withholdings, and accruedinterest
      and penalties
                                      
                                      
                                      111,730
                                      
                                      
                                      
                                      137,508Total
      current liabilities
                                      
                                      
                                      267,049
                                      
                                      
                                      
                                      205,394Other
      liabilities
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Total
      liabilities
                                      
                                      
                                      267,049
                                      
                                      
                                      
                                      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 70,157,232 and69,913,395
      shares, respectively
                                      
                                      
                                      70,157
                                      
                                      
                                      
                                      69,913Additional
      paid-in capital
                                      
                                      
                                      4,052,444
                                      
                                      
                                      
                                      3,784,482Deficit
      accumulated during the development stage
                                      
                                      
                                      (4,326,018
                                      )
                                      
                                      
                                      (3,966,683
                                      )Total
      stockholders' equity (deficiency)
                                      
                                      
                                      (203,417
                                      )
                                      
                                      
                                      (112,288
                                      )Total
      liabilities and stockholders' equity
                                      
                                      $
                                      63,632
                                      
                                      
                                      $
                                      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
                                                                  
                                                                  
                                                                  (December
      18, 2002September
      30,
                                                                  
                                                                  
                                                                  to
      September 30,2008
                                                                  
                                                                  
                                                                  2007
                                                                  
                                                                  
                                                                  2008)Revenues
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -Operating
      expenses:Officer's
      salary
                                                                  
                                                                  
                                                                  42,500
                                                                  
                                                                  
                                                                  
                                                                  42,500
                                                                  
                                                                  
                                                                  
                                                                  637,500Other
      general and administrative
                                                                  
                                                                  
                                                                  133,649
                                                                  
                                                                  
                                                                  
                                                                  205,706
                                                                  
                                                                  
                                                                  
                                                                  2,909,745Research
      and development
                                                                  
                                                                  
                                                                  181,392
                                                                  
                                                                  
                                                                  
                                                                  16,648
                                                                  
                                                                  
                                                                  
                                                                  744,555Total
      operating expenses
                                                                  
                                                                  
                                                                  357,541
                                                                  
                                                                  
                                                                  
                                                                  264,854
                                                                  
                                                                  
                                                                  
                                                                  4,291,800Loss
      from operations
                                                                  
                                                                  
                                                                  (357,541
                                                                  )
                                                                  
                                                                  
                                                                  (264,854
                                                                  )
                                                                  
                                                                  
                                                                  (4,291,800
                                                                  )Interest
      income
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  657Interest
      expense
                                                                  
                                                                  
                                                                  (1,794
                                                                  )
                                                                  
                                                                  
                                                                  (1,902
                                                                  )
                                                                  
                                                                  
                                                                  (34,875
                                                                  )Net
      loss
                                                                  
                                                                  $
                                                                  (359,335
                                                                  )
                                                                  
                                                                  $
                                                                  (266,756
                                                                  )
                                                                  
                                                                  $
                                                                  (4,326,018
                                                                  )Net
      loss per share, basic and diluted
                                                                  
                                                                  $
                                                                  (0.01
                                                                  )
                                                                  
                                                                  $
                                                                  (0.00
                                                                  )Weighted
      average number of commonshares
      outstanding, basic and diluted
                                                                  
                                                                  
                                                                  70,035,314
                                                                  
                                                                  
                                                                  
                                                                  61,448,668




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
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    83,000
                                                                    
                                                                    
                                                                    
                                                                    83
                                                                    
                                                                    
                                                                    
                                                                    26,867
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    26,950Lapse
      of rescission rightsfor
      common stocksubject
      to possiblerescission
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    160,837
                                                                    
                                                                    
                                                                    
                                                                    161
                                                                    
                                                                    
                                                                    
                                                                    241,095
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    241,256Net
      loss for threemonths
      endedSeptember
      30, 2008
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    (359,335
                                                                    )
                                                                    
                                                                    
                                                                    (359,335
                                                                    )Balances,
      September 30,2008
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    $
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    70,157,232
                                                                    
                                                                    
                                                                    $
                                                                    70,157
                                                                    
                                                                    
                                                                    $
                                                                    4,052,444
                                                                    
                                                                    
                                                                    $
                                                                    (4,326,018
                                                                    )
                                                                    
                                                                    $
                                                                    (203,417
                                                                    )




See notes
to consolidated financial statements.


F-6




SMARTMETRIC,
INC. AND SUBSIDIARY


(A
Development Stage Company)
 Consolidated
Statements of Cash Flows
 (Unaudited)


CumulativeDuring
      theDevelopmentStageThree
      Months Ended
                                      
                                      
                                      (December
      18, 2002September
      30,
                                      
                                      
                                      to
      September 30,2008
                                      
                                      
                                      2007
                                      
                                      
                                      2008)Cash
      flows from operating activities:Net
      loss
                                      
                                      $
                                      (359,335
                                      )
                                      
                                      $
                                      (266,756
                                      )
                                      
                                      $
                                      (4,326,018
                                      )Interest
      accrued on convertible notes payable
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      2,400Shares
      issued for services
                                      
                                      
                                      -
                                      
                                      
                                      
                                      24,000
                                      
                                      
                                      
                                      493,400Depreciation
      of equipment
                                      
                                      
                                      1,071
                                      
                                      
                                      
                                      1,071
                                      
                                      
                                      
                                      10,386Amortization
      of patent costs
                                      
                                      
                                      375
                                      
                                      
                                      
                                      375
                                      
                                      
                                      
                                      6,000Changes
      in operating assets and liabilities:Prepaid
      expenses
                                      
                                      
                                      3,203
                                      
                                      
                                      
                                      56,348
                                      
                                      
                                      
                                      (48,698
                                      )Organization
      costs
                                      
                                      
                                      -
                                      
                                      
                                      
                                      30
                                      
                                      
                                      
                                      -Accounts
      payable and accrued expenses
                                      
                                      
                                      87,433
                                      
                                      
                                      
                                      (45,011
                                      )
                                      
                                      
                                      155,319Payroll
      taxes, withholdings, and accruedinterest
      and penalties
                                      
                                      
                                      (25,778
                                      )
                                      
                                      
                                      (71,874
                                      )
                                      
                                      
                                      111,730Net
      cash used for operating activities
                                      
                                      
                                      (293,031
                                      )
                                      
                                      
                                      (301,817
                                      )
                                      
                                      
                                      (3,595,481
                                      )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
                                      
                                      
                                      26,950
                                      
                                      
                                      
                                      297,633
                                      
                                      
                                      
                                      2,589,800Sale
      of common stock in public offering
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      1,115,472Public
      offering costs incurred
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (138,471
                                      )Net
      cash provided by  financing activities
                                      
                                      
                                      26,950
                                      
                                      
                                      
                                      297,633
                                      
                                      
                                      
                                      3,626,801Net
      increase (decrease) in cash
                                      
                                      
                                      (266,081
                                      )
                                      
                                      
                                      (4,184
                                      )
                                      
                                      
                                      336Cash,
      beginning of period
                                      
                                      
                                      266,417
                                      
                                      
                                      
                                      5,534
                                      
                                      
                                      
                                      -Cash,
      end of period
                                      
                                      $
                                      336
                                      
                                      
                                      $
                                      1,350
                                      
                                      
                                      $
                                      336Supplemental
      disclosures of cash flow information:Interest
      paid
                                      
                                      $
                                      1,050
                                      
                                      
                                      $
                                      2,096
                                      
                                      
                                      $
                                      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 Months Ended September 30, 2008 and 2007
 and
For the Period December 18, 2002 (Date of Inception)
 to
September 30, 2008
 (Unaudited)
 
 NOTE
1 – INTERIM FINANCIAL STATEMENTS
 
 The
unaudited financial statements as of September 30, 2008 and for the three months
ended September 30, 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 this  Form
10-Q /A .  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 September
30, 2008 and the results of operations and cash flows for the three month
periods ended September 30, 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 three
month period ended September 30, 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.  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 Months Ended September 30, 2008 and 2007
 and
For the Period December 18, 2002 (Date of Inception)
 to
September 30, 2008
 (Unaudited)
 
 A summary
of warrant activity follows:
  Three
    MonthsEnded
                                                          
                                                          
                                                          Year
    EndedSeptember 30,
      2008
                                                          
                                                          
                                                          June 30,
      2008Outstanding
      at beginning of period
                                                          
                                                          
                                                          5,239,816
                                                          
                                                          
                                                          
                                                          1,291,780Issued
                                                          
                                                          
                                                          26,950
                                                          
                                                          
                                                          
                                                          5,239,816Exercised
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -Expired
                                                          
                                                          
                                                          (903,813
                                                          )
                                                          
                                                          
                                                          (1,291,780
                                                          )Outstanding
      at end of period
                                                          
                                                          
                                                          4,362,953
                                                          
                                                          
                                                          
                                                          5,239,816
  The
4,362,953 warrants outstanding at September 30, 2008 are exercisable into a
total of 4,362,953 shares of common stock at $1.00 per share and expire at
various dates from October 2008 to July 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.
  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.
  F-9
  SMARTMETRIC,
INC. AND SUBSIDIARY
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 For
the Three Months Ended September 30, 2008 and 2007
 and
For the Period December 18, 2002 (Date of Inception)
 to
September 30, 2008
 (Unaudited)
 
 Lease
agreements – SmartMetric leases office space in Bay Harbor Islands, Florida
under a month to month agreement at a monthly rental of $3,650.  Rent
expense for the three months ended September 30, 2008 and 2007 were $22,245 and
$10,680, respectively.







F-10




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


Cautionary
Notice Regarding Forward-Looking Statements
  In this
quarterly report (“Report”), references to “Smartmetric,” “SMME,” “the Company,”
“we,” “us,” and “our” refer to Smartmetric, Inc.
  We make
certain forward-looking statements in this report. Statements concerning our
future operations, prospects, strategies, financial condition, future economic
performance (including growth and earnings), demand for our services, and other
statements of our plans, beliefs, or expectations, including the statements
contained under the captions “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” “Business,” as well as captions elsewhere
in this document, are forward-looking statements. In some cases these statements
are identifiable through the use of words such as “anticipate,” “believe,”
“estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can”, “could,”
“may,” “should,” “will,” “would,” and similar expressions. We intend such
forward-looking statements to be covered by the safe harbor provisions contained
in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”)
and in Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). The forward-looking statements we make are not guarantees of
future performance and are subject to various assumptions, risks, and other
factors that could cause actual results to differ materially from those
suggested by these forward-looking statements. Because such statements are
subject to risks and uncertainties, actual results may differ materially from
those expressed or implied by the forward-looking statements. Indeed, it is
likely that some of our assumptions will prove to be incorrect. Our actual
results and financial position will vary from those projected or implied in the
forward-looking statements and the variances may be material. You are cautioned
not to place undue reliance on such forward-looking statements. These risks and
uncertainties, together with the other risks described from time to time in
reports and documents that we file with the SEC should be considered in
evaluating forward-looking statements.
  The
nature of our business makes predicting the future trends of our revenue,
expenses, and net income difficult. Thus, our ability to predict results or the
actual effect of our future plans or strategies is inherently uncertain. The
risks and uncertainties involved in our business could affect the matters
referred to in any forward-looking statements and it is possible that our actual
results may differ materially from the anticipated results indicated in these
forward-looking statements. Important factors that could cause actual results to
differ from those in the forward-looking statements include, without limitation,
the following:
  · the
effect of political, economic, and market conditions and geopolitical
events;
  ·
legislative and regulatory changes that affect our business;
  · the
availability of funds and working capital;
  · the
actions and initiatives of current and potential competitors;
  ·
investor sentiment; and
  · our
reputation.
  We do not
undertake any responsibility to publicly release any revisions to these
forward-looking statements to take into account events or circumstances that
occur after the date of this report. Additionally, we do not undertake any
responsibility to update you on the occurrence of any unanticipated events which
may cause actual results to differ from those expressed or implied by any
forward-looking statements.
  The
following discussion and analysis should be read in conjunction with our
consolidated financial statements and the related notes thereto as filed with
the SEC and other financial information contained elsewhere in this
Report.
  Overview
  Incorporated
in 2002, SmartMetric and its founder and CEO, Colin Hendrick, have been engaged
in research and development of a biometric security solution which would
authenticate the identity of a person in a self-contained credit card-sized
device. SmartMetric’s biometric card has been designed to use an on-board finger
print sensor which is imbedded in the card along with an integrated circuit chip
which will provide one gigabyte of memory capacity. SmartMetric has recently
completed a prototype of its card but has not yet begun to manufacture the
biometric cards utilizing its licensed technology. The prototype is expected to
be completed by the end of November 2008 and is already being marketed in
various specialty trade publications and press releases. To date, SmartMetric
has had no sales revenues.
  A
prototype of our biometric card was completed in February 2005 and we have been
adjusting and developing software for the card since that date. The finished
product will be the prototype or model for our biometric cards, which will be
manufactured upon receipt of customer orders. We are in the process of revising
some of the engineering of the prototype so as to decrease the size of the
circuitry contained in the card. We expect that the revised prototype will be
completed in January 2009.
  We expect
to outsource manufacturing of our biometric cards once we have sales orders. We
do not intend to purchase any plants or significant equipment. Because
SmartMetric does not own or rent a manufacturing facility, we will enter into a
contract with a manufacturing facility to produce our biometric cards. Although
we have engaged in preliminary negotiations with two potential manufacturers, no
contract has been signed.
  We
currently have four full time employees, including Colin Hendrick, our President
and Chief Executive Officer. Once we have begun to generate sales, we intend to
hire additional employees.




3




SmartMetric
does not believe its business is seasonal in any way.
  Results
of Operations
  Comparison
of the Three Months Ended September 30, 2008 and 2007
  Revenue
and Net Income (Loss)
  For the
three months ended September 30, 2008, there was $0 sales revenue and a net loss
of $ 359,335 . For the three months ended September 30, 2007, there was $0
sales revenue and a net loss of $266,756. This increased loss of $92,57 9
or 35% resulted primarily from increased Research and Development expenses
related to the prototype .
  General
and Administrative Expenses
  General
and administrative expenses for the three months ended September 30, 2008 were
$ 133,649 , a decrease of $ 72,057 or 35 % compared to $205,706
for the comparable period in 2007. The decreasewas primarily attributable to lower marketing and consulting
costs.
  Research
and Development Expenses
  Research
and development expenses for the three months ended September 30, 2008 were
$181,392, an increase of $164,744 or 989% compared to $16,648 for the comparable
period in 2007. The increase was primarily attributable to the prototype nearing
completion.
  Interest
Expenses
  Interest
expense for the three months ended September 30, 2008 was $1,794 compared to
$1,902 for the comparable period in 2007, a decrease of $108 or 6%. The decrease
was primarily attributable to payroll tax.
  Income
Tax Expenses
  Income
tax for the three months ended September 30, 2008 was $0, unchanged from
September 30, 2007.
  Liquidity
and Capital Resources
  Cash
and Cash Equivalent
  Our cash
and cash equivalents were $266,417 at the beginning of three months ended
September 30, 2008 and decreased to $ 3 36 by the end of such period, a
decrease of $ 266,081 or over 99 %. The decrease was primarily
attributable to increased Research and Development costs.
  Net
cash provided by operating activities
  Net
cash  used in  operating activities was $ 293,031 for the
three months ended September 30, 2008, a
decrease of $8,786 or 3% from the comparable period in
2007.
  Net
cash used in investing activities
  Net cash
used in investing activities was $0 for three months ended September 30, 2008,
unchanged from September 30, 2007.
  Net
cash provided by financing activities
  Net
cash provided by financing activities was $26,950 for the three months ended
September 30, 2008, a decrease of $270,683 or 91%, from the comparable period in
2007.
 Contractual
Obligations and Off-Balance Sheet Arrangements.
  We have
certain fixed contractual obligations and commitments that include future
estimated payments. Changes in our business needs, cancellation provisions,
changing interest rates, and other factors may result in actual payments
differing from the estimates. We cannot provide certainty regarding the timing
and amounts of payments. We have presented below a summary of the most
significant assumptions used in our determination of amounts presented in the
tables, in order to assist in the review of this information within the context
of our financial position, results of operations, and cash
flows.




4




The
following table (in thousands) summarizes our contractual obligations as of
September 30, 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 September 30,
2008.


Item 3.
              QUANTITATIVE
      AND QUALITATIVE
      DISCLOSURES ABOUT MARKET
  RISK


N/A.




Item
      4T.
              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 three months ended September 30, 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 three months
ended September 30, 2008 that has materially affected, or is reasonably likely
to materially affect, the Company's internal controls over financial
reporting.





5





PART
II.  OTHER INFORMATION




Item
1                      
LEGAL
PROCEEDINGS





None.





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




In
July 2008, the Company sold a total of 83,000 Units at prices ranging from $0.25
to $0.33 per Unit in private placement offerings resulting in net proceeds of
$26,950. Each Unit consists of one share of common stock and one warrant
exercisable for 12 months from the date of issue into one share of common stock
at $1.00 per share.




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





Item
3.                      DEFAULTS UPON SENIOR
SECURITIES





None.





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





None.





Item
5.                      OTHER
INFORMATION





There
were no matters required to be disclosed on Form 8-K during the three months
ended September 30, 2008 which were not disclosed on such form.







Item
6.                      EXHIBITS





The
following exhibits are attached to this Form 10-Q/A 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)




6







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:  November
      21 , 2008
                By:
                /s/ Colin
      HendrickColin
      Hendrick, President


Dated:  November
      21 , 2008
                    By:
                    /s/ Jay
      NeedelmanJay
      Needelman,
      Chief Financial Officer


































7