SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

October 1, 2004

By facsimile to (212) 480-0717 and U.S. Mail

Schonfeld & Weinstein, L.L.P.
80 Wall Street, Suite 815
New York, NY 10005

RE:	SmartMetric, Inc.
	Registration Statement on Form SB-2
	Filed September 3, 2004
File No. 333-118801

To Whom It May Concern:

	We reviewed the filing and have the comments below.

	Where indicated, we think that you should revise the document in
response to the comments.  If you disagree, we will consider your
explanation why a comment is inapplicable or a revision is
unnecessary.  Be as detailed as necessary in your explanation.  To
understand better your disclosure, we may ask you in some comments to
provide us supplemental information.  We may raise additional comments
after reviewing this information.

	Our review`s purpose is to assist you in your compliance with
applicable disclosure requirements and to enhance the overall
disclosure in your document.  We look forward to working with you to
achieve these objectives.  We welcome any questions that you may have
about comments or any other aspect of our review.  You may call us at
the telephone numbers listed at the end of this letter.

General

1. Since there is no established public market for the common equity
being registered, provide the disclosure of the factors considered in
determining the offering price of $1.50 per share as required by Item
505 of Regulation S-B.

2. We note the disclosure on page 17 and elsewhere that SmartMetric is
building a prototype of a biometric card or a Smart card.  Clarify
there and throughout the registration statement, including the plan of
operation section, whether a prototype exists, the degree to which
product design has progressed, and whether further engineering is
necessary.  We note the disclosure on page 11 that SmartMetric has
"yet to produce a prototype" of its biometric card or Smart card.

3. Explain the meaning of any abbreviation or acronym when introduced
in the registration statement.  For example, SmartMetric refers to
"OTC-BB" on the prospectus` outside front cover page and "ISO" and
"UL" on page 17.

4. Refer to "Description of Securities," "Common Stock," Preferred
Stock," "Dividends," "Transfer Agent," "Principal Shareholders," and
"Certain Relationships and Related Transactions" on pages 24-26.
Consider revising so that "Common Stock," "Preferred Stock," and
"Dividends" appear as subsections under a discrete section
"Description of Securities."  Further, clarify whether SmartMetric has
any intent to issue shares of its authorized preferred stock.
Consider revising also so that "Transfer Agent," "Principal
Shareholders," and `Certain Relationships and Related Transactions"
each appear as a discrete section of the prospectus.  As presented,
these disclosures appear to be subsections of  "Biography" or
"Management."

5. It appears that three million of the shares registered for resale
must be class A common stock.  Revise the fee table, prospectus
outside front cover page, selling shareholder table, and other
references throughout the registration statement to clarify this
distinction.

Registration Statement`s Cover Page

6. Since SmartMetric is relying on Rule 415 of Regulation C under the
Securities Act, add a box to that effect on the cover page.  See
telephone interpretation 36 in section D of our July 1999 "Manual of
Publicly Available Telephone Interpretations" that is available on the
Commission`s website at www.sec.gov.

Prospectus` Outside Front Cover Page

7. If the prospectus will be used before the registration statement`s
effectiveness, include a prominent statement that the prospectus is
not complete and registration is not effective.  See Item 501(a)(10)
of Regulation S-B.

8. Since this is a self-underwritten offering by SmartMetric, it is
unclear why SmartMetric includes "Less underwriting discount and
commission" in the table.  See Item 501(a)(9)(iv) of Regulation S-B.
Since SmartMetric has not retained an underwriter and may never do so,
it is inappropriate at this time to deduct underwriting discounts and
commissions from the estimated offering proceeds.  Revise the table at
the bottom of the prospectus` outside front cover page and the use of
proceeds section.

9. Remove references to an "all or none" offering from the prospectus,
and clarify that this is a best efforts offering by SmartMetric with a
minimum requirement to sell 500,000 shares.

10. Indicate that funds received will be held in an escrow until the
minimum offering is sold.   See Item 501(a)(9)(iii) of Regulation S-B.
We also note the disclosure on page 13 in the plan of distribution
section.  Clarify who the escrow agent is.  The disclosure identifies
NorthFork Bank, but the escrow agreement that SmartMetric filed as
exhibit 4.6 to the registration statement is between SmartMetric and
Signature Bank.

 Table of Contents

11. Show the page number of the prospectus` various sections or
subdivisions.  See Item 502(a) of Regulation S-B.

Risk Factors, page 8

12. Some risk factors` captions or headings state merely a fact or
describe an event that may occur in the future or are too vague to
describe adequately the risk that follows.  For example, refer to the
fourth, fifth, ninth, and tenth risk factors.  State succinctly the
risk that flows from the fact or uncertainty.

13. Include in each risk factor`s discussion information necessary to
assess the risk, including its magnitude.  For example:

* The first risk factor states that SmartMetric`s success will depend
to a large degree upon the efforts and abilities of  "its officers and
key management employees."  Since Mr. Colin Hendrick is SmartMetric`s
only full time employee, revise the first risk factor`s disclosure.

* The second risk factor states that SmartMetric has had "no sales
revenues" and plans to use the offering`s proceeds to engage in
marketing and production of its biometric card or Smart card.  Since
SmartMetric has "no product for sale" and has "yet to produce a
prototype" of its biometric card or Smart card, revise the second risk
factor`s disclosure.

* The third risk factor states that SmartMetric expects to incur
"significant start-up costs" to manufacture and market its biometric
card or Smart card.  Quantify SmartMetric`s known or estimated start-
up costs.

* The fifth risk factor states that there will be an immediate and
"substantial" dilution of public investors` investment in
SmartMetric`s common stock.  Quantify the dilution of public
investors` investment.

* The sixth risk factor states that there is "no public trading
market" for SmartMetric`s common stock.  Revise the risk factor`s
disclosure to indicate whether SmartMetric intends to make application
for listing of its common stock on a public stock exchange or for
quotation in the automated quotation system of a registered securities
association.  If not, explain the consequences or effects for
SmartMetric and its shareholders.

14. Some risk factors includes language like "there can be no
assurance," "there is no assurance," and "there is no guarantee."  For
example, refer to the first, second, sixth, seventh, eighth, ninth,
and tenth risk factors.  Since the risk is the situation described and
not SmartMetric`s inability to assure or guarantee, revise.

15. Include risk factor disclosure of the consequences or effects for
SmartMetric and its shareholders if not all of the securities are
sold.

16. Since disclosure elsewhere indicates that SmartMetric entered into
an agreement with Information Spectrum, Inc. or ISI in October 2003
and that ISI has not begun any marketing efforts, include risk
disclosure of the consequences or effects for SmartMetric and its
shareholders if ISI is unable to locate companies or agencies
interested in purchasing SmartMetric`s biometric card or Smart card.

17. Disclosure in the second and third risk factors and elsewhere in
the prospectus that SmartMetric plans to "purchase and set up" a
manufacturing facility appears inconsistent with disclosure on page 16
and elsewhere that SmartMetric intends to contract with a manufacturer
to produce the required number of its biometric cards or Smart cards.
Revise to explain clearly whether SmartMetric intends to obtain its
own manufacturing facility or contract with a manufacturer.

18. It appears that there are a number of risks with the patent and
the license upon which SmartMetric`s business will substantially
depend.  We have identified several of these risks below.  Include
risk factor disclosure of these and any other material risks relating
to the patent and the license agreement:

* The license covers technology for which Applied Cryptology, Inc. or
Applied Cryptology has applied for a patent.  This patent may never be
issued.

* Even if issued, SmartMetric`s use of the patented technology may
infringe upon patents issued to third parties, subjecting SmartMetric
to the cost of defending the patent and possibly requiring SmartMetric
to stop using the technology or to license it from another party.

* Third parties may infringe on the patent.  If so, SmartMetric will
bear the cost of enforcing the patent.

* Although the license agreement provides that Applied Cryptology will
not license the patented technology to third parties that compete with
SmartMetric, the agreement does not prevent Applied Cryptology from
using the technology itself in competition with SmartMetric.  In fact,
the agreement reserves specifically unto Applied Cryptology the right
to use the patent and denies SmartMetric any right or interest in
Applied Cryptology`s use of the patent or any current or future
business opportunity of Applied Cryptology.  The agreement also does
not prevent Applied Cryptology from transferring ownership of the
patent to third parties that may compete with SmartMetric.

* Applied Cryptology may terminate the agreement upon SmartMetric`s
bankruptcy or other indications of financial difficulty.

19. As sales through Information Spectrum, Inc. or ISI must be made
under "Teaming Agreements" that SmartMetric has not yet entered into,
consider discussing the risk that sales opportunities may be lost if
the parties are unable to agree on the terms of any particular teaming
agreement.

20. Discuss the risk that SmartMetric may have difficulty in selling
shares in this offering as selling shareholders may in effect compete
with SmartMetric for investors.  Also, if the market price of
SmartMetric`s shares declines, investors may be able to obtain shares
from selling shareholders at a lower price than SmartMetric`s price of
$1.50 per share.

21. It appears that the shares to be sold in this offering will be
penny stocks.  Include a new risk factor that discusses SmartMetric`s
common stock`s status as a penny stock.  Discuss the material risks
associated with penny stocks, including price fluctuations, additional
disclosure requirements, and the lack of a liquid market for the
stocks.

Use of Proceeds, page 11

22. Include a column in the chart to illustrate the use of proceeds if
more than the minimum but less than the maximum amount of the offering
is sold.  For example, if 50% of the offering is sold.  This comment
applies also to the capitalization table.

23. Specify that Mr. Hendrick will receive proceeds of this offering
as salary.  Also reconcile the amounts shown as "Officer`s salary" in
the table with the disclosure under "Summary Compensation Table" that
states that Mr. Hendrick is entitled to 25% of the proceeds of this
offering as salary.  The amounts that SmartMetric gives in the use of
proceeds table are less than 25% of the proceeds.

Capitalization, page 11

24. Under "Stockholders` equity," break out:

* The number of shares of class A common stock and undesignated common
stock authorized.

* The number of shares of class A common stock and undesignated common
stock issued and outstanding.

Plan of Distribution, page 13

25. Amend this section`s first sentence to make clear that SmartMetric
is offering common stock and not subscription rights.

26. Since this is a self-underwritten offering by SmartMetric with its
directors and officers selling the shares of common stock being
offered, we direct your attention to the requirements of Rule 3a4-1
under the Exchange Act.  Revise the prospectus to specify who will
conduct the offering.  If they are not registered broker-dealers,
explain how they comply with the requirements of Rule 3a4-1.

27. We note the disclosure that SmartMetric reserves the right to sell
its securities through registered broker-dealers.  Describe in the
prospectus the circumstances under which SmartMetric would expect to
hire broker-dealers to sell shares in the offering.

28. Tell us how SmartMetric intends to advertise the offering.
Provide us copies of any materials that SmartMetric intends to use.

29. Tell us whether SmartMetric has any arrangements with any third
party to host or access the preliminary prospectus on the Internet.
If so, identify the party and the website, describe the material terms
of the agreement, and provide us a copy of any written agreement.
Also provide us copies of all information concerning the issuer or
prospectus that has appeared on the third party`s website.  If
SmartMetric enters subsequently into such an arrangement, supplement
promptly the response.

30. Discuss whether any of Messrs. Hendrick, Peter Sleep, or Joseph
Katzman or Applied Cryptology or any other affiliate of SmartMetric
may purchase shares in this offering to meet the required minimum of
500,000 shares.  If so, disclose the amount of the securities that may
be purchased.  If this amount is material, include risk factor
disclosure to this effect.  Finally, the prospectus should indicate
that any such person is purchasing the securities for investment and
not resale.

31. State clearly in the prospectus that changes in the material terms
of the offering after the registration statement`s effective date will
terminate the original offer and that investors would then be entitled
to a refund.  Examples of material changes include:

* Extension of the offering period.

* Change in the offering price.

* Change in the minimum purchase required of investors.

* Change in the amount of proceeds necessary to release the proceeds
in escrow.

* Change in the application of proceeds.

32. Rule 10b-9 requires SmartMetric to "promptly refund" the escrowed
funds if SmartMetric does not sell the minimum number of shares within
the offering period.  We have taken the position that "promptly" means
the next business day or as soon as possible after the offering`s
termination.  Revise to disclose this requirement.

Management`s Discussion and Analysis of Financial Condition

Overview, page 15

33. Describe SmartMetric`s plan of operation for the next 12 months,
including a summary of any product research and development that
SmartMetric will perform for the term of the plan.  See Item 303(a) of
Regulation S-B.

34. We note that SmartMetric intends to use proceeds of the offering
to "complete prototype of smartcard" and "outsource production of
Smartcards."  Describe in greater detail as part of the plan of
operation what these items entail and when SmartMetric expects to take
the steps necessary to implement and complete them.

35. The prospectus` business section discusses briefly the need to
continue research and development to begin operations.  Summarize the
research and development that SmartMetric will perform as part of its
plan of operations for the next 12 months as required by Item
303(a)(1)(ii) of Regulation S-B.

36. Describe the nature and timing of the consideration that Mr.
Hendrick paid for his shares.  We note that SmartMetric`s audited
financial statements for June 30, 2004 suggest that as of June 30,
2004 $35,602,000 remained to be paid for shares issued to him.  Also
tell us whether SmartMetric has received all of the cash for these
shares.  If not, tell u