U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

EXCHANGE ACT OF 1934.

For the quarterly period ended March 31, 2017

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

SECURITIES EXCHANGE ACT OF 1934.

For the transition period from             to

Commission File No.  000-54853

SMARTMETRIC, INC.

(Exact name of small business issuer as specified in its charter)

Nevada	05-0543557
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

3960 Howard Hughes Parkway, Suite 500, Las Vegas, NV 89109

(Address of principal executive offices)

(702) 990-3687

(Issuer’s telephone number)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   x    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.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
		Emerging growth company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ¨   No x

If an emerging growth company, indicate by check mark if the registrant was elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

As of May 9, 2017, there were 225,452,799 shares issued and outstanding of the registrant’s common stock.

INDEX

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed consolidated balance sheets as of March 31, 2017 (unaudited) and June 30, 2016	F-1
	Condensed consolidated statements of operations for the three-and-nine months ended March 31, 2017 and 2016 (unaudited)	F-2
	Condensed consolidated statements of cash flows for the nine months ended March 31, 2017 and 2016 (unaudited)	F-3
	Notes to condensed consolidated financial statements (unaudited)	F-4 - F-11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	7
Item 4.	Controls and Procedures	7
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	8
Item 1A.	Risk Factors	8
Item 2.	Unregistered sales of equity securities and use of proceeds	9
Item 3.	Defaults Upon Senior Securities	9
Item 4.	Mine Safety Disclosures	9
Item 5.	Other Information	9
Item 6.	Exhibits	9
	Signatures	10

 2

SMARTMETRIC, INC. AND SUBSIDIARY

Condensed Consolidated Balance Sheets

Unaudited

	March 31,			June 30,
	2017			2016
Assets
Current assets:
Cash	$	14,920		$	138,823
Prepaid expenses and other current assets		87,797			14,417
Total current assets		102,717			153,240
Other assets:
Total assets	$	102,717		$	153,240
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable and accrued expenses	$	637,079		$	656,587
Liability for stock to be issued		97,486			1,206,268
Deferred Officer salary		489,181			394,181
Shareholder loan		16,800			22,300
Total current liabilities		1,240,546			2,279,336
Commitments and contingencies
Stockholders' deficit:
Preferred stock, $.001 par value; 5,000,000 shares  authorized, 410,000 and 410,000 shares issued and outstanding		410			410
Common stock, $.001 par value; 300,000,000 shares  authorized, 225,452,799 and 203,735,166  shares issued and outstanding , respectively		225,453			203,735
Additional paid-in capital		22,749,087			20,924,635
Accumulated deficit		(24,112,779	)		(23,254,876	)
Total stockholders' deficit		(1,137,829	)		(2,126,096	)
Total liabilities and stockholders' deficit	$	102,717		$	153,240

See notes to condensed consolidated financial statements.

F-1

SMARTMETRIC, INC. AND SUBSIDIARY

Condensed Consolidated Statements Of Operations

Unaudited

	Three Months			Three Months			Nine Months			Nine Months
	Ended			Ended			Ended			Ended
	March			March			March			March
	31,			31,			31,			31,
	2017			2016			2017			2016
Revenues	$	-		$	-		$	-		$	-
Expenses:
Officer's salary		47,500			47,500			142,500			142,500
Other general and administrative		154,236			206,525			568,789			743,076
Research and development		48,923			22,071			146,523			130,869
Total operating expenses		250,659			276,096			857,812			1,016,445
Loss from operations before income taxes		(250,659	)		(276,096	)		(857,812	)		(1,016,445	)
Income taxes		-			-			-			-
Net loss	$	(250,659	)	$	(276,096	)	$	(857,812	)	$	(1,016,445	)
Net loss per share, basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)
Weighted average number of common  shares outstanding, basic and diluted		222,891,656			195,854,619			214,467,192			190,816,678

See notes to condensed consolidated financial statements.

F-2

SMARTMETRIC, INC. AND SUBSIDIARY

Condensed Consolidated Statements Of Cash Flows

Unaudited

	Nine Months			Nine Months
	Ended			Ended
	March			March
	31,			31,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(857,812	)	$	(1,016,445	)
Adjustments to reconcile net loss to net cash  used in operating activities:
Amortization		-			-
Common stock and warrants issued and issuable for services		186,130			178,869
Changes in assets and liabilities
Decrease in prepaid expenses and other current assets		(73,380	)		70,000
Increase in advances to shareholder		(5,500	)		(13,960	)
(Decrease) increase in accounts payable and accrued expenses		(19,508	)		163,263
Increase in deferred officer's salary		95,000			95,000
Net cash used in operating activities		(675,070	)		(523,273	)
CASH FLOWS FROM INVESTING ACTIVITIES		-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Loans from related parties		-			-
Proceeds from sale of common stock		551,167			582,881
Liability for stock to be issued		-			(89,120	)
Net cash provided by financing activities		551,167			493,761
NET (DECREASE) IN
CASH		(123,903	)		(29,512	)
CASH
BEGINNING OF PERIOD		138,823			44,516
END OF PERIOD	$	14,920		$	15,004
CASH PAID DURING THE PERIOD FOR:
Income taxes	$	-		$	-
Interest	$	-		$	-

See notes to condensed consolidated financial statements.

F-3

SMARTMETRIC INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

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

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

Going Concern

As shown in the accompanying condensed consolidated financial statements the Company has sustained recurring losses of $857,812 and $1,016,445 for the nine months ended March 31, 2017 and 2016 respectively, and has an accumulated deficit of $24,112,779 at March 31, 2017.   The Company has spent a substantial portion of its time and capital resources in the development of its technology.

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

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

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

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

F-4

SMARTMETRIC INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of Estimates

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

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments and other short-term investments with an initial maturity of three months or less to be cash equivalents.  Any amounts of cash in financial institutions over FDIC insured limits exposes the Company to cash concentration risk. The Company had no cash equivalents at March 31, 2017 and June 30, 2016.

Research and Development

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

Revenue Recognition

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

F-5

SMARTMETRIC INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Accounts Receivable

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

Uncertainty in Income Taxes

GAAP requires the recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach.   Management evaluates Company tax positions on an annual basis and has determined that as of March 31, 2017 no accrual for uncertain income tax positions is necessary.

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

Advertising Costs

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

Equipment

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

Loss Per Share of Common Stock

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

Stock-Based Compensation

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

F-6

SMARTMETRIC INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 3 - PREPAID EXPENSES

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

NOTE 4 - COMMITMENTS

Lease Agreement

The Company’s main office is located in Las Vegas, Nevada. Rent expense under all leases for the nine months ended March 31, 2017 and 2016 was $25,120 and $24,864, respectively.

Related Party Transactions

The Company’s Chief Executive Officer has made cash advances to the Company with an aggregate amount due of $16,800 and $22,300 at March 31, 2017 and June 30, 2016, respectively. These advances bear interest at the rate of five percent (5%) per annum.

The Company has accrued the amounts of $489,181 and $394,181 at March 31, 2017 and June 30, 2016, respectively, as deferred officer’s salary, for the difference between the Chief Executive Officer’s annual salary and the amounts paid.

F-7

SMARTMETRIC INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 5 - STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

As of March 31, 2017, the Company has 5,000,000 shares of preferred stock, par value $0.001, authorized and 410,000 shares issued and outstanding.

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

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

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

F-8

SMARTMETRIC INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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

Class A Common Stock

As of March 31, 2017, the Company has 50,000,000 shares of Class A common stock, par value $0.001, authorized and no shares issued and outstanding. In October 2003, the Company issued 50,000,000 shares of Class A common stock at par value ($50,000). These shares were converted into 50,000,000 shares of common stock in 2006.

Common Stock

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

As of March 31, 2017, the Company has 225,452,799 shares of common stock issued and outstanding.

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

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

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

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

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

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

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

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

During the three months ended March 31, 2017, the Company sold for cash 2,450,000 shares of common stock and warrants to purchase: (i) 1,531,250 shares at $0.70 per share, and (ii) 771,750 shares at $1.00 per share, for net proceeds of $122,272.50. The warrants expire at various times through September 27, 2018.

During the three months ended March 31, 2017, the Company issued 2,423,000 shares of common stock for consulting services valued at $290,070, based on the stock price at the time of the respective agreements underlying the services provided.

F-9

SMARTMETRIC INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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

Warrants

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

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

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

As of March 31, 2017 and June 30, 2016, the following is a breakdown of the warrant activity:

March 31, 2017:

Outstanding - June 30, 2016	12,540,199
Issued	10,387,000
Exercised	-
Expired	(2,895,200	)
Outstanding - March 31, 2017	20,031,999

June 30, 2016:

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

F-10

SMARTMETRIC INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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

At March 31, 2017, all of the 20,031,999 warrants are vested and 16,731,999 warrants expire at various times through September 2018, 3,000,000 warrants expire in September 2019, and 300,000 warrants expire in July 2020.

NOTE 6 - INCOME TAXES

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

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

NOTE 7 - LITIGATION

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

F-11

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

Cautionary Notice Regarding Forward-Looking Statements

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

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

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

Overview

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

The SmartMetric Biometric Technology And Products

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

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

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

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

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

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

In Card Fingerprint Matching and Verification

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

The Security Technology Industry

SmartMetric Biometric Multi-Function Security Card

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

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

Biometrics

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

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

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

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

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Results of Operations

Comparison of the Three Months Ended March 31, 2017 and 2016

Revenue and Net Loss

For the three months ended March 31, 2017, there was no revenue and a net loss of $250,659.  For the three months ended March 31, 2016, there was no revenue and a net loss of $276,096.  This decreased loss of $25,437 or 9.2% resulted primarily from lower general and administrative expenses.

General and Administrative Expenses

General and administrative expenses for the three months ended March 31, 2017 were $154,236, a decrease of $52,289 or 25.3% compared to $206,525 for the comparable period in 2016. This decrease was primarily attributed to lower consulting expenses.

Research and Development Expenses

Research and development expenses for the three months ended March 31, 2017 were $48,923, an increase of $26,852 or 121.7% compared to $22,071 for the comparable period in 2016.   This increase was primarily attributable to higher engineering expenses.

Income Tax Expense

Income tax expense for the three months ended March 31, 2017 was $0, unchanged from the comparable period in 2016.

Comparison of the Nine Months Ended March 31, 2017 and 2016

Revenue and Net Loss

For the nine months ended March 31, 2017, there was no revenue and a net loss of $857,812.  For the nine months ended March 31, 2016, there was no revenue and a net loss of $1,016,445.  This decreased loss of $158,633 or 15.6% resulted primarily from lower general and administrative expenses.

General and Administrative Expenses

General and administrative expenses for the nine months ended March 31, 2017 were $568,789, a decrease of $174,287 or 23.5% compared to $743,076 for the comparable period in 2016. This decrease was primarily attributed to lower consulting expenses.

Research and Development Expenses

Research and development expenses for the nine months ended March 31, 2017 were $146,523, an increase of $15,654 or 12.0% compared to $130,869 for the comparable period in 2016.   This increase was primarily attributable to higher engineering expenses.

Income Tax Expense

Income tax expense for the nine months ended March 31, 2017 was $0, unchanged from the comparable period in 2016.

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

At March 31, 2017, the Company had an accumulated deficit of $24,112,779 and it is likely that the Company will incur additional losses in the future. While we have funded our operations since inception from operations and through private placements of equity securities, there can be no assurance that adequate financing will continue to be available to us and, if available, on terms that are favorable to us.

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

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

Cash

Our cash balance was $14,920 at March 31, 2017 compared with $138,823 at June 30, 2016. The decrease was primarily attributable to a lower than usual amount of shares sold for cash.

Net cash used in operating activities

Net cash used in operating activities was $675,070 for the nine months ended March 31, 2017, an increase of $151,797, or 29.0% from the comparable period in 2016.  The Company is largely dependent on the capital it raises to fund operations.  When capital is raised the development process is accelerated, and when cash flows are decreased the Company conserves its cash by delaying development and other operating costs.

Net cash used in investing activities

Net cash used in investing activities was $0 for the nine months ended March 31, 2017, unchanged from the comparable period in 2016.

Net cash provided by financing activities

Net cash provided by financing activities was $551,167 for the nine months ended March 31, 2017, an increase of $57,406, or 11.6% from the comparable period in 2016.  This decrease was due to an increase in the liability for stock to be issued, partially offset by a decrease in sales of equity shares in the period. The Company has not received debt based or convertible note financing. All financing funds have come from direct sales of shares (equity).

Contractual Obligations and Off-Balance Sheet Arrangements.

There were no off-balance sheet arrangements at March 31, 2017 and June 30, 2016.

Critical accounting policies and estimates

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

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our exposure to market risk for changes in interest rates relates primarily to our short-term investments; thus, fluctuations in interest rates would not have a material impact on the fair value of these investments.  At March 31, 2017, the Company had $14,920 in cash.  A hypothetical 5% increase or decrease in either short term or long term interest rates would not have a material impact on our earnings or loss, or the fair market value or cash flows of these instruments.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

Based on this evaluation, as of March 31, 2017, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective in ensuring that information required to be disclosed by us in our periodic reports is recorded, processed, summarized and reported, within the time periods specified for each report and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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

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

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

We believe that the foregoing steps will remediate the deficiencies identified above, and we will continue to monitor the effectiveness of these steps and make any changes that our management deems appropriate. However, as of March 31, 2017, these steps have not been completed. We have one independent director, Elizebath Ryba.

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

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Our management is aware of the material weaknesses in our internal control over financial reporting, and has acknowledged the increased possibility of errors existing in our financial statements as of March 31, 2017.  The reportable conditions and other areas of internal control over financial reporting identified by us as needing improvement have cause an increased possibility of a material misstatement of our financial statements, however we are not aware of any instance where such reportable conditions or other identified areas of weakness have resulted in a material misstatement or omission in any report we have filed with or submitted to the Commission.  Accordingly, while we believe that our financial controls were ineffective, we do not believe there to be any material misstatements in our financial statements at March 31, 2017.

Limitations on Controls

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

Changes in Internal Controls

During the nine months ended March 31, 2017, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

PART II.  OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

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

Item 1A. RISK FACTORS

Not Applicable

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

The following summarizes the securities that we sold during the three months ended March 31, 2017 without registering the securities under the Securities Act:

During the three months ended March 31, 2017, the Company sold for cash 2,450,000 shares of common stock and warrants to purchase: (i) 1,531,250 shares at $0.70 per share, and (ii) 771,750 shares at $1.00 per share, for net proceeds of $122,272.50. The warrants expire at various times through September 27, 2018.

During the three months ended March 31, 2017, the Company issued 2,423,000 shares of common stock for consulting services valued at $290,070, based on the stock price at the time of the respective agreements underlying the services provided.

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

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

N/A.

Item 5. OTHER INFORMATION

There were no matters required to be disclosed on Form 8-K during the three months ended March 31, 2017 which were not disclosed on such form.

Item 6. EXHIBITS

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

Exhibit No.	Description
31.1*	Certification of SmartMetric’s Chief Executive Officer pursuant to Rule13a- 14(a) of the Securities Exchange Act of 1934, as amended
31.2*	Certificate of SmartMetric’s Chief Financial Officer pursuant to Rule13a- 14(a) of the Securities Exchange Act of 1934, as amended
32.1*	Certification of SmartMetric’s Chief Executive Officer required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended and Section 1350 of Chapter 63 of Title 18 the United States Code (18 U.S.C. 1350)
32.2*	Certification of SmartMetric’s Chief Financial Officer required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended and Section 1350 of Chapter 63 of Title 18 the United States Code (18 U.S.C. 1350)
EX-101.INS*	XBRL Instance Document
EX-101.SCH*	XBRL Taxonomy Extension Schema Document
EX-101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
EX-101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
EX-101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document
EX-101.PRE*	XBRL Taxonomy Extension Presentation Linkbase  Document

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SIGNATURE

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

	SMARTMETRIC, INC.
Dated:  May 15, 2017	By:	/s/ C. Hendrick
		C. Hendrick, President, Chief Executive Officer and Chairman (Principal Executive Officer)

Dated:  May 15, 2017	By:	/s/ Jay Needelman
		Jay Needelman, Chief Financial Officer (Principal Financial Officer)

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