UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2016
¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __ to_______________________________
Commission File Number: 0-54853
| SMARTMETRIC, INC |
| (Exact name of registrant as specified in its charter) |
| Nevada | 05-0543557 | |
| (State or other jurisdiction of | (I.R.S. Employer identification No.) | |
| incorporation or organization) | ||
| 3960 Howard Hughes Parkway, Suite 500, Las Vegas, NV | 89109 | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant’s telephone number, including area code | (702) 990-3687 |
Securities registered under Section 12(b) of the Exchange Act:
| Title of each class | Name of each exchange on which registered | |
| N/A | N/A |
Securities registered pursuant to section 12(g) of the Act: Common Stock, par value $0.001 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
¨ Yes x No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes x No
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.
x Yes ¨ 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).
x Yes ¨ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
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 ¨ (Do not check if a smaller reporting company) | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
¨ Yes x No
The aggregate market value of the voting and non-voting common equity held by non-affiliates was $16,298,813 computed by reference to the closing price of the registrant’s common stock as quoted on the OTCQB maintained by OTC Markets, Inc. on June 30, 2016 (which was $0.08 per share). For purposes of the above statement only, all directors, executive officers and 10% shareholders are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.
As of September 21, 2016, there are presently 203,735,166 shares of common stock, par value $0.001 issued and outstanding.
TABLE OF CONTENTS
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FORWARD LOOKING STATEMENTS
In this annual report, references to “SmartMetric, Inc.,” “SmartMetric,” “SMME,” “the Company,” “we,” “us,” and “our” refer to SmartMetric, Inc.
This Annual Report on Form 10-K contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this Annual Report on Form 10-K. Additionally, statements concerning future matters are forward-looking statements.
Although forward-looking statements in this Annual Report on Form 10-K reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings “Risks Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. You can also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Annual Report on Form 10-K, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this Annual Report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.
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Corporate History and 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 with 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.
On September 14, 2004, C. Hendrick received a United States patent, U.S. Patent No. 6,792,464 (the “’464 Patent”) with regard to the use of the biometric card. C Hendrick transferred the ‘464 Patent, to Applied Cryptography, Inc., a Nevada corporation, owned by C. Hendrick, in June 2004 (“ACI”). On December 11, 2009, the Company entered into an Assignment and Assumption Agreement (“Assignment Agreement”) with ACI pursuant to which ACI assigned all or its rights, title and interest to the ‘464 Patent to the Company in exchange for 200,000 shares of the Company’s series B preferred stock. In connection with the Assignment Agreement, on December 11, 2009, the Company and ACI entered into an option agreement pursuant to which the Company agreed to grant ACI an option to purchase the ‘464 Patent from the Company for 100,000 shares of the Company’s series B preferred stock, only in the event that Company fails to generate at least $1,000,000 in gross revenues attributable to the Patent at the conclusion of 24 months from the date of Assignment Agreement. As the option has expired the Company owns the ‘464 Patent outright.
SmartMetric has no off-balance sheet arrangements that are reasonably likely to have a material current or future effect on SmartMetric's financial condition, results of operations or liquidity.
The SmartMetric Biometric Technology And Products
SmartMetric's founder, C. 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 in side 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 it’s biometric credit/debit cards the company has also turned its attention to creating a multi-functional biometric 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 persons medical files as well as assisting in fighting medical fraud by using the card to provide in-card biometric identity validation.
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. 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. On April 4 th 2016, SmartMetric officially launched its card in Orlando, Florida, at the Smart Card Alliance Payments Forum exhibition and conference. Much interest was shown by card issuing banks generating sales and marketing leads that the company is following through with.
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SmartMetric is currently engaging sales representatives who are now actively promoting the SmartMetric biometric chip card to banks and card issuers throughout Europe, the United Kingdom, Asia and North America. After the completion of payments network testing and internal marketing trials by Banks and Financial Institutions (card issuers) SmartMetric will then expect sales revenue to begin.
Card issuers may take from 3 months up to 12 months of internal trials and test marketing prior to placing orders of consequence with SmartMetric. While SmartMetric had created a working card prior to this year, refinements to the cards hardware and embedded software were undertaken prior to the official product launch in April, 2016. Further enhancements have been made following the input of some significant card issuing Banks..
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 in the world.
THE SMARTMETRIC BIOMETRIC IN-CARD FINGERPRINT READER PAYMENTS CARD
The SmartMetric biometric fingerprint activated card has several functions:
| ● | The card holders fingerprint is stored inside the card and NOT on a central computer; |
| ● | Interoperable with existing smart card, EMV ATM and Retail Point Of Sale Machines; |
| ● | The fingerprint sensor facilitates instant authorization and card user verification; |
| ● | Self-powered with its own internal rechargeable battery to allow for fingerprint activation prior to insertion into a card reading device such as an ATM or retail card reading machine; |
| ● | In card biometric measurement storage safeguards personal information; |
| ● | In card biometric storage permits access, identity and transaction control verification; |
| ● | Instant identity verification will be more secure than central online or electronic wallet systems since such information on the SmartMetric Card is contained in the card and not in a centralized database or an always connected phone device. The SmartMetric Biometric fingerprint activated payments card is a credit card size plastic card. On the card’s surface are two components. The first is a standard Smartcard chip that is a standard interface that connects to universal serial bus (USB) computer smartcard readers, teller machine (ATM) machines and smartcard (POS) point-of-sale machines in retail outlets. The second component is a sensor that protrudes through the card’s surface. This sensor is connected to a sophisticated miniature circuit board that allows the sensor to read a person’s fingerprint and match it with the user’s pre-stored fingerprint encrypted and resident inside the circuit board. After a match between the users fingerprint and the pre-stored users fingerprint stored inside the card, the internal card processor unlocks and activates the surface mounted SmartCard Chip. Forms of the SmartMetric fingerprint activated biometric card involve insertion within proximity to a wireless proximity physical reader or to a physical data card reader requiring physical insertion into the card reader. The challenge SmartMetric had to overcome was having a truly portable identification credential that incorporated biometrics and yet was the standard size of an employee ID card, Credit Card or driver’s license. As it stood, standard biometric fingerprint scanners were too large to fit inside a credit card sized card and none were portable having the to be attached to a computer that powered the scanning process thereby not allowing for portability. In order to achieve the goal of biometric authentication with portability in the form factor to fit inside a user’s wallet or purse and work across both computer and banking platforms, SmartMetric had to achieve incredible reductions in the size of electronics and develop specialized mass manufacturing techniques. |
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The SmartMetric Biometric Card contains active and passive components mounted onto a paper-thin circuit board. Reducing a powerful processor to a very thin component along with many other complex computer components including memory chips. Then mounting them on the super thin board. This has required significant innovations in electronic manufacturing processes.
The SmartMetric biometric card is also a leading edge solution in the identity and access control market. Unlike a picture-based identification system, the SmartMetric biometric card has been designed to operate exclusively with the registered user. And unlike biometric security systems where the biometric information is stored at a central location, the Company believes that security is significantly increased during the verification process since the biometric information is embedded in the card itself, in a memory chip protected by encryption and no data is travelling over a network. The built-in fingerprint scanner is designed to activate the card. Without a match with the encrypted fingerprint already stored in the card, the SmartMetric Biometric Datacard will not operate.
SmartMetric, Inc. sees a substantial market for its biometric fingerprint activated credit cards to replace the use of PIN numbers used in current Bank issued EMV (Smartcards) around the World. There are more than 4.8 billion bank issued EMV Credit and ATM Cards in the world. These cards have a chip that stores credit card information but still rely on a user entered PIN or signature at the ATM or Point Of Sale machine to verify the Card user. The reliance on a PIN for these new kinds of Credit & ATM Cards still leaves them vulnerable to hackers because of the use of PIN’s and signatures. Replacing the PIN and/or signature for these cards with a person’s fingerprint to activate the card provides the next level of security for the 4.8 Billion issued chip cards around the World.
In addition to the Financial Services Sector, the Company believes its SmartMetric Biometric Card may be used for a variety of security applications such as employee identity, building access and security control, computer network access, driver’s licenses, passports, welfare payments, health insurance, portable electronic medical records and check cashing identity verification, etc. Additionally, the Biometric Datacard contains a powerful on-card processor and varying degrees of encrypted memory, enabling the Biometric Card to not only store the a card holders fingerprint but also maintain a database capable of storing information such as medical records, financial or banking records or human resource data.
As an online purchasing/credit card, the biometric payments card can help protect against identity theft and related fraudulent crimes that consumers can be exposed to when making purchases over the Internet. Unlike conventional credit cards, which require a consumer to type and deliver sensitive information over the Internet in order to make a purchase, the biometric card is designed to be inserted into a reader that is connected to the USB port of a computer. Using a USB port adapter any customer purchasing information can then only be released from the card when the owner’s finger print unlocks the card. The consumer’s information then travels across the Internet encrypted, minimizing exposure to interception by hackers and identity thieves.
SmartMetric believes that its biometric card, by way of containing information unique to the individual user, protected by the card user’s biometrics, will be useless in the hands of others. Unlike a picture-based identification system, the SmartMetric biometric card has been designed to operate exclusively with the registered user. The fingerprint sensor built into the card has been designed to activate the card. Without a match with the encrypted fingerprint already stored on the card, the biometric Card will not operate.
The SmartMetric access control and identity biometric card is a card that authorized persons will carry with them and activate to obtain access. Such activation will take place by placing a finger on a fingerprint sensor on the surface of the card. The SmartMetric biometric cards are designed to be read by both contact and contactless card acceptor devices. For contact card acceptor devices, the device must touch a chip mounted on the surface of the biometric card. This contact allows the card to transmit data to the reading device. For contactless acceptor devices, a radio frequency signal will be sent from the card to a radio frequency signal receiver in the acceptor device. In both types of card reading devices, the activation signal is sent only when there has been a positive match of the persons fingerprint by the cards fingerprint sensor. The card reader devices are standard smartcard readers available from a variety of third parties.
The memory and computational capacities of the biometric card are used to store a user's fingerprint(s). The computational capacity is used to process a digitized image from the fingerprint sensor to confirm a match (or no match) with the fingerprint template. Additional computational processes such as increased cryptography will depend on the requirements of specific customers.
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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.
Other components needed for manufacture of the SmartMetric Biometric Card include, but are not limited to, sensors, microchips, memory chips and processor chips. The sources and availability of these materials are numerous and readily available, and should not affect the ability of SmartMetric to meet future demand. However, SmartMetric does re-engineer a number of important components at silicon level to achieve the component size required to fit inside a Credit Card. Both the supply of memory and processors in silicon wafers may be interrupted at any time based on global silicon supply/demand issues and the re-engineering of silicon by SmartMetric may also cause end component supply problems from time to time which may affect production and sale of the Cards.
The biometric card has been designed to offer the option of a built-in radio frequency transmitter for contactless long range access and identity verification. Another version of the card incorporates a short range RFID contactless chip that is also turned off and on using the card users fingerprint verification on the Card.
The thinness form factor of many of the components including the processor itself being an unpackaged wafer of silicon has also resulted in the Company having to develop its own process for mass electronic assembly. The Company was also challenged in the process of encapsulating the electronics in plastic creating the credit card sized biometric fingerprint activated card.
Standard credit card manufacturing utilizes machines that require high pressure and high temperature in fusing top and bottom sheets of plastic together thereby encasing any electronics inside the card. Given the complexity of the card’s electronics and vulnerability to an assembly process involving high heat and high pressure, damage to the electronic circuitry was a major challenge for the Company to overcome. Research and development activities of the Company allowed the Company to achieve this ability through a combination of adjusting the pressure and heat required using special polymers together with a trade secret process that protects the silicon that is mounted directly onto the internal electronics circuit board.
T he Security Technology Industry
SmartMetric Biometric Multi-Function Security Card
SmartMetric has developed a multi-function logical and physical access security card this size and thickness of a standard credit card. Utalizing the small size breaktrhoughs by the company in its biometric payments card development SmartMetric has successfully developed a biometric security 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 the biometric fingerprint scan. All functions and operations of the card are subject to a valid fingerprint scan and match of the card user.
The main features of the SmartMetric biometric security card are:
| 1. | Logical access smartcard card chip for insertion into a card reader attached to a computer or network |
| 2. | RFID transceiver for physical access i.e. doorways, elevators, etc. |
| 3. | Validation indicator light that glows green immediately following a fingerprint validation |
| 4. | Rechargeable battery to power the card |
| 5. | Size and thickness of a credit card |
| 6. | Changeable security code on reverse of card for additional log on security |
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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.
The process of identity authentication typically requires that a person present for comparison with one or more of the following factors:
• Something known such as a password, PIN or mother's maiden name; • Something carried such as a token, card, or key; or • something physical such as fingerprint, voice pattern, signature motion, facial shape or other biological or behavioral characteristic.
Comparison of biological and behavioral characteristics has historically been the most reliable and accurate of the three factors, but has also been the most difficult and costly to implement into a single product that can automatically verify the identity of a user accessing a computer network or the Internet. However, recent advances in biometric collection technologies (both biometric hardware products and their associated processing software) have increased the speed and accuracy and reduced the cost of implementing biometrics in commercial environments. Management believes that individuals, website operators, government organizations, and businesses will increasingly use this method of identity authentication.
Biometrics refers to the automatic identification of a person based on his/her physiological or behavioral characteristics. This method of identification is preferred over traditional methods involving passwords and personal identification numbers ("PINs") for various reasons: (i) the person to be identified is required to be physically present at the point of identification to be identification; (ii) identification based on biometric techniques obviates the need to remember a password or carry a token. By replacing PINs, biometric techniques can potentially prevent unauthorized access to or fraudulent use of cellular phones, Biometric cards, desktop PCs, workstations and computer networks. It can be used during transactions conducted via telephone and Internet (e-commerce and e- banking). In automobiles, biometrics could replace keys-less entry devices. The SmartMetric fingerprint activated Credit Card that has the fingerprint encased inside the Credit Card has been developed to replace the less secure PIN’s for Credit and Debit Cards.
PINs and passwords may be forgotten, may be hacked and token-based methods of identification, e.g., passports and driver's licenses may be forged, stolen or lost. Various types of biometric systems are being used for real-time identification, with the most popular based on facial recognition and fingerprint matching. Other biometric systems utilize iris and retinal scanning, speech, facial thermograms and hand geometry. Of the biometric options available to work with a Credit or Debit Card, fingerprint scanning is the only biometric methodology that has been successfully reduced in size to fit inside such cards.
A biometric system is essentially a pattern recognition system, which makes a personal identification by determining the authenticity of a specific physiological or behavioral characteristic possessed by the user. An important issue in designing a practical system is to determine how an individual is identified.
There are two different ways to resolve a person's identity; verification and identification. Verification (Am I whom I claim I am?) involves confirming or denying a person's claimed identity. In identification, one has to establish a person's identity (Who am I?).
As stated above, the SmartMetric fingerprint biometric card has been designed as a credit-card sized card embedded with an integrated circuit, contact chip and biometric fingerprint sensor. The SmartMetric card has been designed to provide not only memory capacity, but also computational capability along with secure non-refutable identification of the user. We believe that the self-containment of SmartMetric's card makes it substantially resistant to attack, as it will not need to depend upon vulnerable external resources. Because of this characteristic, we expect that the SmartMetric biometric card may be used in different applications, which require strong security protection and authentication.
The physical structure of a card is specified by the International Standards Organization ("ISO"). Generally, it is made up of three elements. The plastic card is the most basic one and has the dimensions of 85.60mm x 53.98 x 0.80mm, with an electronic circuit board inlay and an contact chip that are embedded in the card.
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The SmartMetric card has been designed so that it conforms to ISO standards. The electronic circuit inlay is a part of, and not distinct from, the biometric card.
The communication line between the card and ATM’s and other standard Smart Card reading devices is bi-directional serial transmission, which conforms to ISO standards. Card commands and input data are sent to the chip that responds with status words and output data upon the receipt of these commands and data. Information is sent in half duplex mode (transmission of data is in one direction at a time). This protocol, together with the restriction of the bit rate, is designed to prevent data attack on the card. Other data protection systems are utilized inside the card including advanced encryption.
In general, the size, the thickness and bend requirements for the biometric card were designed to protect the card from being spoiled physically.
Sales and Marketing
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.
On April 4 th 2016 SmartMetric officially launched its biometric EMV chip card product at the Smart Card Alliance Payments Forum in Orlando, Florida. The company had exhibition space in the main exhibition hall displaying and showing its biometric card. Discussions and contacts were made with some major card issuers at this conference leading to ongoing sales and marketing discussions.
The company will be attending further industry conferences and exhibitions as part of its ongoing sales and marketing efforts
There are more than 4.8 Billion EMV chip cards in use by Banks and Financial Institutions around the world according the standards body EMVco. EMV chip cards are now being rolled out by major Banks within the United States. Because the SmartMetric, Biometric EMV chip card uses the banking industry EMV chip it is designed to be fully operable with all ATM and Point Of Sale chip card readers in the United States and throughout the World.
Manufacturing
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. Current production capacity is approximately 250,000 cards per week and this can be substantially increased in co-ordination with our engaged manufacturing centers.
SmartMetric’s President & CEO in one of the manufacturing facilities engaged in the SmartMetric Card manufacturing
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Intellectual Property
We rely on patents, licenses, trade secrets, trademarks, copyright registrations and non-disclosure agreements to establish and protect our proprietary rights in our technologies and products. A number of Patents are in process (Patents Pending) that cover critical aspects of the engineering and function of the SmartMetric biometric card. The founder of SmartMetric, Chaya Hendrick is the inventor of these patents and has provided SmartMetric with an option over biometric SmartCard related pending patents invented by her.
Some of the most recent patents pending have not been disclosed on the publicly searchable USPTO database of filed for patents and remain trade secrets within the company. Publishing of such patents pending will be done in due course.
Patents
On September 14, 2004, C. Hendrick received a United States patent, U.S. Patent No. 6,792,464 (the “’464 Patent”) with regard to the use of a Smart Card as claimed in various applications including the use of a SmartCard in various Banking transactions. C Hendrick transferred the ‘464 Patent, to Applied Cryptography, Inc., a Nevada corporation, owned by C. Hendrick, in June 2004 (“ACI”). On December 11, 2009, the Company entered into an Assignment and Assumption Agreement (“Assignment Agreement”) with ACI pursuant to which ACI assigned all or its rights, title and interest to the ‘464 Patent to the Company in exchange for 200,000 shares of the Company’s series B preferred stock. In connection with the Assignment Agreement, on December 11, 2009, the Company and ACI entered into an option agreement pursuant to which the Company agreed to grant ACI an option to purchase the ‘464 Patent from the Company for 100,000 shares of the Company’s series B preferred stock, only in the event that Company fails to generate at least $1,000,000 in gross revenues attributable to the Patent at the conclusion of 24 months from the date of Assignment Agreement. As that option has expired, the Company owns the ‘464 Patent outright.
Our technology is also dependent upon unpatented trade secrets. However, trade secrets are difficult to protect. In an effort to protect our trade secrets, we have a policy of requiring our employees, consultants and advisors to execute non-disclosure agreements. The principle shareholder of SmartMetric and technology inventor, C. Hendrick, through various corporate investment vehicles and companies also owns other technologies, patents, and has financial interest in other technology companies. C. Hendrick, under an executed employment agreement is not subject to any restriction on using and owning any technology, methodology, process or invention created by C. Hendrick.
Government Regulation
There are currently no governmental regulations, which have any bearing on the raw materials or the manufacturing of our payments card products. United States Federal Departments such as the Department Of Defense have rules and regulations concerning security features of smart cards used as identity or access cards. These regulations stipulate a specific licensing and testing protocol for such crds.
In some instances Smartcard's are subject to Government export controls under the category of munitions.
Banking Industry Self Regulation
The EMV chip used in chip cards are subject to licensing and testing by the banking controlled body called EMVco. EMVco is an acronym standing for Europay, MasterCard and Visa. These international payments card networks where the founding parties of EMVco.
Individual payments networks such as Visa, Mastercard, Europay, American Express, Union Pay Dinners and JCB all have their own individual licensing and testing standards and processes. SmartMetric is dealing with one of these significant global payments networks for both licensing, testing and approval.
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EMV Standards
SmartMetric’s biometric Cards used for credit and debit cards, conform to International EMV and credit card ISO standards, ensuring market acceptance and growth worldwide. EMV format chip cards have become the standard for worldwide financial transactions for Credit Cards, ATM Cards and Debit Cards with more than 4.8 billion cards already in circulation. As a more secure weapon in the multi-billion dollar war against credit card fraud, EMV Smartcards are significantly more secure than cards that rely only on magnetic stripe data, which is easily spoofed or counterfeited. A transaction-unique digital seal or signature in the EMV card’s chip proves its authenticity, even in an offline environment, and prevents criminals from assigning fraudulent payment cards purchases to unsuspecting legitimate cardholders. However even the higher level of security that the EMV SmartCard – ATM or Credit Card, is still subject to hackers attacking system weaknesses.
SmartMetric will target the adoption of its biometric technology to card issuing banks. There are now more than 4.8 Billion Cards issued by Banks around the World. The SmartMetric biometric EMC chip card can be used to secure online payment transactions and protect cardholders, merchants and issuers against fraud through a fingerprint activated CVV number that is only displayed following an on card biometric fingerprint match.
| ¨ | Supports enhanced cardholder verification methods |
| ¨ | Stores considerably more information than magnetic stripe cards |
| ¨ | EMV Cryptographic Standard |
The EMV standards are a series of specifications and testing procedures for EMV chip payment cards and card accepting devices, such as point of sale (POS) terminals and ATMs. A primary goal of the EMV standards, and EMVCo as an organization, is to help facilitate the global interoperability and compatibility of chip-based payment cards and payment terminals.
Thanks to the EMV standards, SmartMetric and other chip card issuers have a uniform standard to help them ensure that the payment cards they give their cardholders will work in EMV compliant acceptance infrastructures anywhere in the world. Merchants and banks can invest in chip card acceptance infrastructures knowing EMV compliant cards have been developed based on uniform standards. Cardholders can feel more confident knowing the security advantages of EMV will help protect them against the risk of fraud anywhere EMV is implemented.
Payments Network Licensing, Testing and Approvals
SmartMetric has received licensing from a global payments network. It is proceeding with product testing and final approvals for its card to work on its global networks thereby assuring interoperability and function of the SmartMetic card with Point Of Sale readers and ATM’s around the world.
No assurances can be given regarding the timing and ultimate approvals as these are given by the global payments network. Having stated that the EMV chip used by SmartMetric is now licensed and approved along with the EMV software. Card type testing is outstanding and yet to be completed
Research and Development
Our research and development program is focused on ongoing development of new products built on our existing biometric card. We continue to refine our technology and develop further improvements to our biometric card products. We have finalized our first biometric EMV payments card product. We have also concluded the design and electronic engineering for our soon-to-be released multi-function security and access control biometric cards. This card is scheduled for production commencement, October 2016. Research and development will continue as the Company continues to innovate and develop new biometric card based products. Future biometric card based products the company is now working on include but are not limited to; (a) health insurance card with stored in card medical records (b) national identity card (c) drivers licenses.
The company has developed and is continuing to develop its own embedded systems and application software that works with the SmartMetric Biometric Card. This development software and systems and ongoing electronic design and development requires the company to continue to expend time and financial resources on significant software development. Contractors engaged by and working for SmartMetric in Tel Aviv, Israel and Buenos Aires, Argentina are undertaking this development.
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Competition
SmartMetric is a company involved in portable smart card built-in-card biometric identity verification. The company knows of no other company that has created the same kind of biometric card having an inbuilt fingerprint scanner, an inbuilt rechargeable battery, inbuilt reader for fingerprint matching and identity verification along with fingerprint match activated EMV banking chip inside.
The company knows of a few companies that have made media statements claiming that they are working on some type of fingerprint payments card. To date all have failed to demonstrate a working card. The most vocal of these companies is called Zwipe. Zwipe has publicly admitted it does not have a rechargeable battery and is still working on how its cards internal processor is powered.
The largest companies in the SmartCard industry who are also the largest suppliers of EMV Smartcard’s or what are commonly called, “chip and pin” cards are the following:
Gemalto
Gemalto, the result of a merger of equals between Axalto and Gemplus, aims to build a major player in digital security and to develop secure technologies for the digital world. Gemalto does not have a biometric activated EMV chip card or Smartcard chip card where the chip on the card is activated by biometrics.
http://www.gemalto.com
Giesecke & Devrient
Giesecke & Devrient is one of the founders of the smart card industry. G&D is a worldwide group, providing smart cards, modules and solutions in the fields of telecommunications, electronic payments, transportation, health, ID and Internet security. G&D is also a leading provider of banknotes and securities as well as currency processing equipment. G&D do not have a biometric activated EMV chip card or Smartcard chip card where the chip on the card is activated following a biometric match.
http://www.gi-de.com
Oberthur Card Systems
Oberthur Card Systems is one of the founders of the smartcard industry and one of the world's leading providers of card-based solutions, software and applications including SIM and multi-application smart cards and services ranging from consulting to personalization. Oberthur do not have a biometric activated EMV chip card or Smartcard chip card where the chip on the card is activated following a biometric match.
http://www.oberthurcs.com
While these companies are the leading suppliers of the estimated more than 3.4 billion EMV SmartCard’s issued by banks around the world, they all issue cards that rely upon PIN or signature user verification. None supply cards that have inbuilt fingerprint scanners that use the cards internal biometric reader to activate the cards EMV chip. The SmartMetric technology provides a much higher level of security than the PIN number or card user signature as a verification method. This is a level of magnitude increase in EMV Card Security and is unique to SmartMetric, Inc.
Employees
As of the date of this annual report, SmartMetric has one full time employee in the United States, C. Hendrick. Administrative functions including but not limited to such as bookkeeping and secretarial are done by long term contracted persons. Other functions such as sales, marketing and engineering are undertaken by contractors including but not limited to engineers working under contract in Israel, the United States and Argentina.
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We have a limited operating history upon which to base an investment decision .
We were formed in December 2002 but have a limited operating history as a company. As a result, there is very limited historical performance upon which to evaluate our prospects for achieving our business objectives. Our prospects must be considered in light of the risks, difficulties and uncertainties frequently encountered by development stage entities.
To date, we have generated only losses, which are expected to continue for the foreseeable future.
For the years ended June 30, 2016 and 2015, we incurred a net loss of $2,227,324 and $1,713,612, respectively. We may not be able to achieve expected results, including any guidance or outlook it may provide from time to time.
We may continue to incur losses and may be unable to achieve or maintain profitability. We cannot assure you that our net losses and negative cash flow will not accelerate and surpass our expectations nor can we assure you that we will ever generate any net income or positive cash flow.
Our business depends upon our ability to keep pace with the latest technological changes, and our failure to do so could make us less competitive in our industry.
The market for our services is characterized by rapid change and technological improvements. Failure to respond in a timely and cost-effective way to these technological developments may result in serious harm to our business and operating results. As a result, our success will depend, in part, on our ability to develop and market service offerings that respond in a timely manner to the technological advances of available to our customers, evolving industry standards and changing preferences.
Our key personnel and directors are critical to our business, and such key personnel may not remain with our company in the future.
We depend on the continued employment of its senior executive officers and other key management and technical contracted personnel. If any of its key personnel were to leave and not be replaced with sufficiently qualified and experienced personnel, our business could be adversely affected. In particular, our current strategy to penetrate the market for contactless logical access identification and transaction solutions is heavily dependent on the vision, leadership and experience of its Chairman and CEO, C. Hendrick.
Our continued success will depend, to a significant extent, upon the performance and contributions of our senior management and upon our ability to attract motivate and retain highly qualified management personnel and employees. We depend on our key senior management to effective manage our business in a highly competitive environment. If one or more of our key officers join a competitor or form a competing company, we may experience interruptions in product development, delays in bringing products to market, difficulties in our relationships with customers and loss of additional personnel, which could significantly harm our business, financial condition, operating results and projected growth.
Rapid technological changes could make our service less attractive.
The smart card, biometric identification and personal identification industries are characterized by rapid technological change, frequent new product innovations, changes in customer requirements and expectations and evolving industry standards. If we are unable to keep pace with these changes, our business may be harmed. Products using new technologies, or emerging industry standards, could make our technologies less attractive. If addition, we may face unforeseen problems when developing our products, which could harm our business. Furthermore, our competitors may have access to technologies not available to us, which may enable them to produce products of greater interest to consumers or at a more competitive cost.
If we are not able to adequately protect our intellectual property, we may not be able to compete effectively.
Our ability to compete depends in part upon the strength of our proprietary rights in our technologies, brands and content. The efforts we have taken to protect our intellectual property and proprietary rights may not be sufficient or effective at stopping unauthorized use of our intellectual property and proprietary rights. In addition, effective trademark, patent, copyright and trade secret protection may not be available or cost-effective in every country in which our products are made available. There may be instances where we are not able to fully protect or utilize our intellectual property in a manner that maximizes competitive advantage. If we are unable to protect our intellectual property and proprietary rights from unauthorized use, the value of our products may be reduced, which could negatively impact our business. Our inability to obtain appropriate protections for our intellectual property may also allow competitors to enter our markets and produce or sell the same or similar products. In addition, protecting our intellectual property and other proprietary rights is expensive and diverts critical managerial resources. If any of the foregoing were to occur, or if we are otherwise unable to protect our intellectual property and proprietary rights, our business and financial results could be adversely affected.
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If we are forced to resort to legal proceedings to enforce our intellectual property rights, the proceedings could be burdensome and expensive. In addition, our proprietary rights could be at risk if we are unsuccessful in, or cannot afford to pursue, those proceedings.
If we infringe on the rights of third parties, we may not be able to sell our products, and we may have to defend against litigation and pay damages.
If a third party were to assert that our products infringe on its patent or other intellectual property rights, we could incur substantial litigation costs and be forced to pay substantial damages. Third-party infringement claims, regardless of their outcome, would not only consume significant financial resources, but would also divert our management’s time and attention. Such claims could also cause our customers or potential customers to purchase competitors’ products or defer or limit their purchase or use of our affected products until resolution of the claim. If any of our products are found to violate third-party intellectual property rights, we may have to re-engineer one or more of our products, or we may have to obtain licenses from third parties to continue offering our products without substantial re-engineering. Our efforts to re-engineer or obtain licenses could require significant expenditures and may not be successful.
Sales of our products depend on the development of emerging applications in their target markets and on diversifying and expanding our customer base in new markets and geographic regions, and with new products.
Our intent is to market and sell our products primarily to the private sector while addressing emerging applications that have not yet reached a stage of mass adoption or deployment. The market for some of these solutions (electronic biometric fingerprinting) is at an early stage of deployment in the private sector compared to other forms of services that try to identify a person by their name and social security number. Additionally, we have a strategy of expanding sales of existing products into new geographic markets. Our target market initially will begin in South America and Australia.
Disruption in the global financial markets may adversely impact the availability and cost of credit.
We may seek or need to raise additional funds. Our ability to obtain financing for general corporate and commercial purposes or acquisitions depends on operating and financial performance, and is also subject to prevailing economic conditions and to financial, business and other factors beyond our control. The global credit markets and the financial services industry have been experiencing a period of unprecedented turmoil characterized by the bankruptcy, failure or sale of various financial institutions. An unprecedented level of intervention from the U.S. and other governments has been seen. As a result of such disruption, our ability to raise capital may be severely restricted and the cost of raising capital through such markets or privately may increase significantly at a time when we would like, or need, to do so. Either of these events could have an impact on our flexibility to fund our business operations, make capital expenditures, pursue additional expansion or acquisition opportunities, or make another discretionary use of cash and could adversely impact our financial results.
Continuing disruption in the global financial markets may adversely impact customers and customer spending patterns.
Continuing disruption in the global financial markets as a result of the ongoing global financial uncertainty may cause consumers, businesses and governments to defer purchases in response to tighter credit, decreased cash availability and declining consumer confidence. Accordingly, demand for our products could decrease and differ materially from their current expectations. Further, some of our customers may require substantial financing in order to fund their operations and make purchases from us. The inability of these customers to obtain sufficient credit to finance purchases of our products and meet their payment obligations to us or possible insolvencies of our customers could result in decreased customer demand, an impaired ability for us to collect on outstanding accounts receivable, significant delays in accounts receivable payments, and significant write-offs of accounts receivable, each of which could adversely impact our financial results.
Failure to properly manage the implementation of customer projects in our business may result in costs or claims against us, and our financial results could be adversely affected .
In our business, deployments of our solution often involve large-scale projects. The quality of our performance on such projects depends in large part upon our ability to manage relationships with customers and to effectively manage the implementation of solutions in such projects and to deploy appropriate resources, including its own project managers and third party subcontractors, in a timely manner. Any defects or errors or failures to meet customers’ expectations could result in damage to our reputation or even claims for substantial monetary damages.
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Our products may have defects, which could damage our reputation, decrease market acceptance of our products, cause us to lose customers and revenue and result in costly litigation or liability .
Our products, such as digital fingerprint devices, may contain defects for many reasons, including defective design or manufacture, defective material or software interoperability issues. Products as complex as those we offer, frequently develop or contain undetected defects or errors. Despite testing defects or errors may arise in our existing or new products, which could result in loss of revenue, market share, failure to achieve market acceptance, diversion of development resources, injury to our reputation, and increased service and maintenance cost. Defects or errors in our products and solutions might discourage customers from purchasing future products. Often, these defects are not detected until after the products have been shipped. If any of our products contain defects or perceived defects or have reliability, quality or compatibility problems or perceived problems, our reputation might be damaged significantly, we could lose or experience a delay in market acceptance of the affected product or products and might be unable to retain existing customers or attract new customers. In addition, these defects could interrupt or delay sales. In the event of an actual or perceived defect or other problem, we may need to invest significant capital, technical, managerial and other resources to investigate and correct the potential defect or problem and potentially divert these resources from other development efforts. If we are unable to provide a solution to the potential defect or problem that is acceptable to its customers, we may be required to incur substantial product recall, repair and replacement and even litigation costs. These costs could have a material adverse effect on our business and operating results.
We will provide warranties on certain product sales and allowances for estimated warranty costs are recorded during the period of sale. The determination of such allowances requires us to make estimates of product return rates and expected costs to repair or to replace the products under warranty. We will establish warranty reserves based on our best estimates of warranty costs for each product line combined with liability estimates based on the prior twelve months’ sales activities. If actual return rates and/or repair and replacement costs differ significantly from our estimates, adjustments to recognize additional cost of sales may be required in future periods. In addition, because our customers rely on secure authentication and identification of cardholder to prevent unauthorized access to programs, PC’s, networks, or facilities, a malfunction of or design defect in its products (or even a perceived defect) could result in legal or warranty claims against us for damages resulting from security breaches. If such claims are adversely decided against us, the potential liability could be substantial and have a material adverse effect on our business and operating results. Furthermore, the possible publicity associated with any such claim, whether or not decided against us, could adversely affect our reputation. In addition, a well-publicized security breach involving smart card-based or other security systems could adversely affect the market’s perception of products like ours in general, or our products in particular, regardless of whether the breach is actual or attributable to our products. Any of the foregoing events could cause demand for our products to decline, which would cause its business and operating results to suffer.
We have a limited number of suppliers of key components, and may experience difficulties in obtaining components for which there is significant demand.
We rely upon a limited number of suppliers for some key components of our products. Our reliance on a limited number of suppliers may expose us to various risks including, without limitation, an inadequate supply of components, price increases, late deliveries and poor component quality. In addition, some of the basic components we use in our products, such as biometric fingerprint devices and various smart card technologies may at any time be in great demand. This could result in components not being available to us in a timely manner or at all, particularly if larger companies have ordered more significant volumes of those components, or in higher prices being charged for components. Disruption or termination of the supply of components or software used in our products could delay shipments of these products. These delays could have a material adverse effect on our business and operating results and could also damage relationships with current and prospective customers.
| • | Difficulties in staffing; |
| • | Adequate resources of qualified technicians, engineers/assemblers, and programmers; |
| • | Potentially adverse tax consequences; |
| • | Unexpected changes in regulatory requirements; |
| • | Tariffs and other trade barriers; |
| • | export controls; |
| • | Political and economic instability; |
| • | Lack of control over the manufacturing process and ultimately over the quality of our products; |
| • | Late delivery of our products, whether because of limited access to product components, transportation delays and interruptions, difficulties in staffing, or disruptions such as natural disasters; |
| • | Capacity limitations of our manufacturers, particularly in the context of new large contracts for its products, whether because its manufacturers lack the required capacity or are unwilling to produce the quantities we desire; and |
| • | Obsolescence of our hardware products at the end of the manufacturing cycle. |
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Risks Related to our Common Stock
There has not been an active public market for our common stock so the price of our common stock could be volatile and could decline at a time when you want to sell your holdings.
Our common stock is quoted on the OTCQB maintained by OTC Markets, Inc. under the symbol SMME. Our common stock is not actively traded and the price of our common stock may be volatile. Numerous factors, many of which are beyond our control, may cause the market price of our common stock to fluctuate significantly. These factors include:
| • | our earnings releases, actual or anticipated changes in our earnings, fluctuations in our operating results or our failure to meet the expectations of financial market analysts and investors; |
| • | changes in financial estimates by us or by any securities analysts who might cover our stock; |
| • | speculation about our business in the press or the investment community; |
| • | significant developments relating to our relationships with our customers or suppliers; |
| • | stock market price and volume fluctuations of other publicly traded companies and, in particular, those that are in our industry; |
| • | customer demand for our products; |
| • | investor perceptions of the industry in general and our company in particular; |
| • | the operating and stock performance of comparable companies; |
| • | general economic conditions and trends; |
| • | major catastrophic events; |
| • | announcements by us or our competitors of new products, significant acquisitions, strategic partnerships or divestitures; |
| • | changes in accounting standards, policies, guidance, interpretation or principles; |
| • | sales of our common stock, including sales by our directors, officers or significant stockholders; and |
| • | additions or departures of key personnel. |
Securities class action litigation is often instituted against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs to us and divert our management’s attention and resources.
Moreover, securities markets may from time to time experience significant price and volume fluctuations for reasons unrelated to operating performance of particular companies. These market fluctuations may adversely affect the price of our common stock and other interests in our company at a time when you want to sell your interest in us.
If our common stock becomes subject to the SEC’s penny stock rules, broker-dealers may experience difficulty in completing customer transactions and trading activity in our securities may be adversely affected.
If at any time our securities are not listed on a national securities exchange or we have net tangible assets of $5,000,000 or less and our common stock has a market price per share of less than $5.00, transactions in our common stock will be subject to the SEC’s “penny stock” rules. If our common stock becomes subject to the “penny stock” rules promulgated under the Securities Exchange Act of 1934, broker-dealers may find it difficult to effectuate customer transactions and trading activity in our securities may be adversely affected.
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Under these rules, broker-dealers who recommend such securities to persons other than institutional accredited investors must:
| • | make a special written suitability determination for the purchaser; |
| • | receive the purchaser’s written agreement to the transaction prior to sale; |
| • | provide the purchaser with risk disclosure documents which identify certain risks associated with investing in “penny stocks” and which describe the market for these “penny stocks” as well as a purchaser’s legal remedies; and |
| • | obtain a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has actually received the required risk disclosure document before a transaction in a “penny stock” can be completed. |
As a result, if our common stock becomes subject to the penny stock rules, the market price of our securities may be depressed, and you may find it more difficult to sell our securities.
Because certain of our stockholders control a significant number of shares of our common stock, they may have effective control over actions requiring stockholder approval.
Our directors, executive officers and principal stockholders, and their respective affiliates, will beneficially own approximately 49% of our outstanding shares of common stock. As a result, these stockholders, acting together, would have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of directors and any merger, consolidation or sale of all or substantially all of our assets. In addition, these stockholders, acting together, would have the ability to control the management and affairs of our company. Accordingly, this concentration of ownership might harm the market price of our common stock by:
| • | delaying, deferring or preventing a change in corporate control; |
| • | impeding a merger, consolidation, takeover or other business combination involving us; or |
| • | discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us. |
Failure to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and operating results and stockholders could lose confidence in our financial reporting.
Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, our operating results could be harmed. Failure to achieve and maintain an effective internal control environment, regardless of whether we are required to maintain such controls, could also cause investors to lose confidence in our reported financial information, which could have a material adverse effect on our stock price. The Company’s management assessed the design and operating effectiveness of internal control over financial reporting as of June 30, 2016 based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. In connection with the assessment described above, management identified the control deficiencies that represent material weaknesses at June 30, 2016. See "Item 9. Controls and Procedures" for more detailed discussion.
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We have not paid dividends on our common stock in the past and do not expect to pay dividends on our common stock for the foreseeable future. Any return on investment may be limited to the value of our common stock.
No cash dividends have been paid on our common stock. We expect that any income received from operations will be devoted to our future operations and growth. We do not expect to pay cash dividends on our common stock in the near future. Payment of dividends would depend upon our profitability at the time, cash available for those dividends, and other factors as our board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on an investor’s investment will only occur if our stock price appreciates.
The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.
The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal controls for financial reporting. For example, Section 404 of the Sarbanes-Oxley Act of 2002 requires that our management report on, and our independent auditors attest to, the effectiveness of our internal controls structure and procedures for financial reporting. Section 404 compliance may divert internal resources and will take a significant amount of time and effort to complete. We may not be able to successfully complete the procedures and certification and attestation requirements of Section 404 by the time we will be required to do so. If we fail to do so, or if in the future our chief executive officer, chief financial officer or independent registered public accounting firm determines that our internal controls over financial reporting are not effective as defined under Section 404, we could be subject to sanctions or investigations by the SEC or other regulatory authorities. Furthermore, investor perceptions of our company may suffer, and this could cause a decline in the market price of our common stock. Irrespective of compliance with Section 404, any failure of our internal controls could have a material adverse effect on our stated results of operations and harm our reputation. If we are unable to implement these changes effectively or efficiently, it could harm our operations, financial reporting or financial results and could result in an adverse opinion on internal controls from our independent auditors. We may need to hire a number of additional employees with public accounting and disclosure experience in order to meet our ongoing obligations as a public company, which will increase costs. Our management team and other personnel will need to devote a substantial amount of time to new compliance initiatives and to meeting the obligations that are associated with being a public company, which may divert attention from other business concerns, which could have a material adverse effect on our business, financial condition and results of operations. In addition, because our management team has limited experience managing a public company, we may not successfully or efficiently manage our transition into a public company.
If securities or industry analysts do not publish research or reports about our business, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline.
The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. We do not currently have and may never obtain research coverage by industry or financial analysts. If no or few analysts commence coverage of us, the trading price of our stock would likely decrease. Even if we do obtain analyst coverage, if one or more of the analysts who cover us downgrade our stock, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.
Item 1B. Unresolved Staff Comments.
Not Applicable.
Our principal office is located at 3960 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada 89109. We believe that our existing office facility is adequate for our current needs and that additional space will be available as needed.
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From time to time we may be a defendant or plaintiff in various legal proceedings arising in the normal course of our business. We know of no material, active, pending or threatened proceeding 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 4. Mine Safety Disclosures.
Not Applicable
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our common stock has been quoted on the OTCQB maintained by OTCMarkets, Inc. since July 23, 2012. From January 1, 2008 through July 22, 2012, our common stock was quoted on the over-the-counter on the Over-the-Counter (“OTC”) Bulletin Board and the market for the stock has been relatively inactive. The range of high and low bid quotations for the quarters of the last two years ended June 30, 2016 is listed below. The quotations are taken from the OTCQB and OTC Bulletin Board. They reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not necessarily represent actual transactions.
| Low | High | |||||||
| $ | $ | |||||||
| Quarter Ended September 30, 2014 | 0.04 | 0.18 | ||||||
| Quarter Ended December 31, 2014 | 0.04 | 0.08 | ||||||
| Quarter Ended March 31, 2015 | 0.03 | 0.06 | ||||||
| Quarter Ended June 30, 2015 | 0.02 | 0.18 | ||||||
| Quarter Ended September 30, 2015 | 0.03 | 0.15 | ||||||
| Quarter Ended December 31, 2015 | 0.07 | 0.12 | ||||||
| Quarter Ended March 31, 2016 | 0.02 | 0.15 | ||||||
| Quarter Ended June 30, 2016 | 0.06 | 0.15 | ||||||
As of September 21, 2016, we had 1,072 shareholders of record of our common stock, including the shares held in street name by brokerage firms. The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock.
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Dividends
Any payment of dividends will be within the discretion of the Company's Board of Directors and will depend, among other factors, on earnings, capital requirements and the operating and financial condition of the Company. At the present time, the Company's anticipated financial capital requirements are such that it intends to follow a policy of retaining earnings in order to finance the development of its business.
Securities authorized for issuance under equity compensation plans
As of the date of this report, we do not have any securities authorized for issuance under any equity compensation plans and we do not have any equity compensation plans.
Penny Stock Regulations
Our shares of common stock are subject to the "penny stock" rules of the Securities Exchange Act of 1934 and various rules under this Act. In general terms, "penny stock" is defined as any equity security that has a market price less than $5.00 per share, subject to certain exceptions. The rules provide that any equity security is considered to be a penny stock unless that security is registered and traded on a national securities exchange meeting specified criteria set by the SEC, issued by a registered investment company, and excluded from the definition on the basis of price (at least $5.00 per share), or based on the issuer's net tangible assets or revenues. In the last case, the issuer's net tangible assets must exceed $3,000,000 if in continuous operation for at least three years or $5,000,000 if in operation for less than three years, or the issuer's average revenues for each of the past three years must exceed $6,000,000.
Trading in shares of penny stock is subject to additional sales practice requirements for broker-dealers who sell penny stocks to persons other than established customers and accredited investors. Accredited investors, in general, include individuals with assets in excess of $1,000,000 or annual income exceeding $200,000 (or $300,000 together with their spouse), and certain institutional investors. For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of the security and must have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the security. Finally, monthly statements must be sent disclosing recent price information for the penny stocks. These rules may restrict the ability of broker-dealers to trade or maintain a market in our common stock, to the extent it is penny stock, and may affect the ability of shareholders to sell their shares.
Recent Sales of Unregistered Securities
During the three months ended September 30, 2014, the Company sold for cash 4,893,731 shares and twenty-four month warrants to purchase: (i) 1,375,000 shares at $0.70 per share, and (ii) 724,500 shares at $1.00 per share, for net proceeds of $307,662.
During the three months ended December 31, 2014, the Company sold for cash 1,599,994 shares and twelve month warrants to purchase: (i) 1,187,500 shares at $0.70 per share, and (ii) 598,500 shares at $1.00 per share, for net proceeds of $95,750.
During the three months ended March 31, 2015, the Company sold for cash 4,425,000 shares and twelve month warrants to purchase: (i) 2,375,000 shares at $0.70 per share, and (ii) 1,197,000 shares at $1.00 per share, for net proceeds of $189,557.
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During the three months ended June 30, 2015, the Company sold for cash 4,362,500 shares and twelve month warrants to purchase: (i) 2,668,750 shares at $0.70 per share, and (ii) 1,345,050 shares at $1.00 per share, for net proceeds of $212,934.
During the three months ended September 30, 2015, the Company sold for cash 2,150,000 shares 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 expire at various times through June 15, 2016.
During the three months ended December 31, 2015, the Company sold for cash 5,242,000 shares 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 expire at various times through October 28, 2016.
During the three months ended March 31, 2016, the Company sold for cash 2,140,000 shares 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 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.
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 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 6. Selected Financial Data.
Not Applicable.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Comparison of the years Ended June 30, 2016 and 2015
Revenue and Net Loss
For the year ended June 30, 2016, there was no revenue and a net loss of $2,227,324. For the year ended June 30, 2015, there was no revenue and a net loss of $1,713,612. This increased loss of $513,712, or 23.1% resulted primarily from higher general and administrative expenses.
General and Administrative Expenses
General and administrative expenses for the year ended June 30, 2016 were $1,860,583, an increase of $499,343 or 26.8% compared to $1,361,240 for the comparable period in 2015. This increase was primarily attributed to higher consulting expenses.
Research and Development Expenses
Research and development expenses for the year ended June 30, 2016 were $176,741, an increase of $14,369 or 8.8% compared to $162,372 for the comparable period in 2015. This increase was primarily attributable to higher engineering expenses.
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Income Tax Expense
Income tax expense for the year ended June 30, 2016 was $0, unchanged from the comparable period in 2015.
Cash
Our cash balance was $138,823 at June 30, 2016 compared with $44,516 at June 30, 2015. The increase was primarily attributable to increased cash received from sales of stock.
Net cash used in operating activities
Net cash used in operating activities was $786,489 for the year ended June 30, 2016, a decrease of $113,573 or 12.6% from the comparable period in 2015. 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 year ended June 30, 2016, unchanged from the comparable period in 2015.
Net cash provided by financing activities
Net cash provided by financing activities was $880,796 for the year ended June 30, 2016, an increase of $34,142 or 4.0% from the comparable period in 2015. The increase was due to increased activity of issuances of shares and warrants for past consulting services.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable.
Item 8. Financial Statements and Supplementary Data.
Our audited consolidated financial statements for the fiscal years ended June 30, 2016 and 2015, together with the reports of the independent registered public accounting firms thereon and the notes thereto, are presented beginning at page F-1.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not Applicable.
Item 9A. 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 (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.
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As of June 30, 2016, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, 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.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act. Our management is also required to assess and report on the effectiveness of our internal control over financial reporting in accordance with section 404 of the Sarbanes-Oxley of 2002 (“section 404”). Management assessed the effectiveness of our internal control over financial reporting as of June 30, 2016. In making this assessment we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. During our assessment of the effectiveness of internal control over financial reporting as of June 30, 2015, management identified significant deficiencies related to (i) the U.S. GAAP expertise of our internal accounting staff, (ii) our internal audit functions and (iii) a lack of segregation of duties within accounting functions. Management believes that these deficiencies amount to a material weakness. Therefore our internal controls over financial reporting were ineffective as of June 30, 2016.
Management of the Company believes that these material weaknesses are due to the small size of the Company’s accounting staff. The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation. To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of external legal and accounting professionals. As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.
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 June 30, 2016, these steps have not been completed.
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.
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 June 30, 2016. 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 June 30, 2016.
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This Annual Report on Form 10-K does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's independent registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management's report in this Annual Report on Form 10-K.
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 fiscal year ended June 30, 2016, 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
There have been no material events that have occurred during the fiscal year ending June 30, 2016 that were not previously disclosed.
Item 10. Directors, Executive Officers and Corporate Governance
The following table sets forth the names and ages of the members of our Board of Directors and our executive officers and the positions held by each. Each member of the Board of Directors serves for a term of one year, or until his or her successor has been duly elected and has been qualified. Each of our officers serve until they are replaced by the Board of Directors.
| Name | Age | Position with the Company | ||
| C. Hendrick | 60 | President, Chief Executive Officer and Chairman of the Board | ||
| Jay M. Needelman, CPA | 48 | Chief Financial Officer, Director | ||
| Elizabeth Ryba | 65 | Director |
C. HENDRICK has been President, Chief Executive Officer and Chairman of the Board of Directors of SmartMetric since the Company’s inception in 2002. C. Hendrick has served as President and CEO of Smart Micro Chip, Inc., an Australian corporation from 2000 to 2002. From 1999 to 2001, C. Hendrick was President and Chief Executive Officer of Smarticom Inc. and Fast Econ, Inc., Australian corporations. From 1994 to 1998, C. Hendrick served as executive officer of Applied Computing Science (Australia), an Australian company involved in e-commerce systems, research and development. C. Hendrick attended Dandenong College in Australia.
JAY M. NEEDELMAN, CPA, has been the Chief Financial Officer for SmartMetric since July 2004. Mr. Needelman has over 24 years of experience in public accounting. A 1991 graduate of Florida State University in Tallahassee, Fl, Mr. Needelman began his career in public accounting in Miami, Fl, in 1991. After working for two different firms, Mr. Needelman founded his own firm in late 1992.
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ELIZABETH RYBA , has been a director of SmartMetric since April 5, 2006. Ms. Ryba has over 18 years of experience in the credit card industry. She was a promotion director at Hearst Publishing from 2002 through 2005. Between 2001 and 2004, Ms. Ryba was a consultant at Stratus Rewards Credit Cards where she launched a Visa Luxury credit card where points were redeemable on private jets. Between 2000 and 2001, Ms. Ryba worked as a Marketing Consultant for SpaFinder. In 1991 through 1999 Ms. Ryba worked at Master Card where she launched a SmartCard in Australia Ms. Ryba received her M.S. in Marketing from the University of Illinois, and her B.A. in English from the State University of New York at Stony Brook.
The Board believes that each of the Company’s directors is highly qualified to serve as a member of the Board. Each of the directors has contributed to the mix of skills, core competencies and qualifications of the Board. When evaluating candidates for election to the Board, the Company seeks candidates with certain qualities that it believes are important, including integrity, an objective perspective, good judgment, leadership skills. Our directors are highly educated and have diverse backgrounds and talents and extensive track records of success in what we believe are highly relevant positions.
Family Relationships
There are no family relationships among officers or directors of the Company.
Director Experience
Our Board believes that each of the Company’s directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of the Company’s shareholders. When evaluating candidates for election to the Board, the Board seeks candidates with certain qualities that it believes are important, including integrity, an objective perspective, good judgment, and leadership skills. Our directors are highly skilled and have diverse backgrounds and talents and extensive track records of success in what we believe are highly relevant positions.
Legal Proceedings
To our knowledge, during the last ten years, none of our directors and executive officers (including those of our subsidiaries) has:
| · | Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time. |
| · | Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses. |
| · | Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities. |
| · | Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. |
| · | Been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
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Audit Committee Financial Expert
SmartMetric’s board of directors has determined that the company does not have an audit committee financial expert serving. At the present time, we believe that the members of Board of Directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We do, however, recognize the importance of good corporate governance and intend to appoint an audit committee comprised entirely of independent directors, including at least one financial expert, in the near future.
Committees of the Board
Our business, property and affairs are managed by or under the direction of the board of directors. Members of the board are kept informed of our business through discussion with the chief executive and financial officers and other officers, by reviewing materials provided to them and by participating at meetings of the board and its committees. We have not previously had an audit committee, compensation committee or nominations and governance committee. We anticipate that the board of directors will authorize the creation of such committees, in compliance with established corporate governance requirements in the future.
Audit Committee
We have not yet appointed an audit committee, and our Board of Directors currently acts as our audit committee. The Company intends to appoint an audit committee comprised entirely of independent directors, including at least one financial expert, during its 2017 fiscal year.
Audit Committee Financial Expert
The Company’s does not have an audit committee financial expert since Company’s board of directors currently acts as the audit committee and the board of directors currently consists of only two directors one of which is the Company’s sole officer. While the Company believe that the members of Board of Directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting the Company is currently engaged in a search to identify a qualified individual who will meet the definition of “audit committee financial expert as that term is defined by Item 407(d)(5) of Regulation S-K.
Compensation Committee
SmartMetric does not presently have a compensation committee. Our board of directors currently acts as our compensation committee.
Compensation Committee Interlocks and Insider Participation
We do not currently have a standing Compensation Committee. Our entire board of directors participated in deliberations concerning executive officer compensation. None of our officers serve on the board of any other entity whose executive officer serves on our board of directors.
Nominating Committee
SmartMetric does not presently have a nominating committee. Our board of directors currently acts as our nominating committee.
Code of Ethics
The Company has adopted a Code of Ethics that applies to its Chief Executive Officer and Chief Financial Officer. A copy of the Company’s code of ethics is available to any person without charge upon written request to the Company at SmartMetric, Inc., 3960 Howard Hughes Parkway, Suite 500, Las Vegas, Nv, 89109. Attn: Secretary.
Compliance with Section 16(a) of the Securities Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of the our common stock and other equity securities, on Form 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the Securities and Exchange Commission regulations to furnish our company with copies of all Section 16(a) reports they file.
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Based solely on our review of the copies of such reports received by us, and on written representations by our officers and directors regarding their compliance with the applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that, with respect to the fiscal year ended June 30, 2016, the following persons have not filed Form 3s: C. Hendrick, Jay Needelman and Elizabeth Ryba.
Item 11. Executive Compensation.
Summary Compensation Table
The table below sets forth, for the fiscal years ended June 30, 2016 and 2015, the compensation earned by each person acting as our Chief Executive Officer and our next two most highly compensated executive officers whose total annual compensation exceeded $100,000 in fiscal 2016 (together, the “Named Executive Officers”).
|
Name and Principal Position |
Fiscal Year |
Salary ($) |
Bonus ($) |
Stock Awards ($) |
Option Awards ($) |
Non-equity Incentive Plan Compensation ($) |
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) |
All Other Compensation ($) |
Total ($) |
|||||||||||||||||||||||||||
| C. Hendrick (President, Chief Executive | 2016 | $ | 190,000 | -0- | -0- | -0- | -0- | -0- | -0- | 190,000 | ||||||||||||||||||||||||||
| Officer, Chairman of the Board) (1 | 2015 | $ | 190,000 | -0- | -0- | -0- | -0- | -0- | -0- | 190,000 | ||||||||||||||||||||||||||
| (1) | C. Hendrick has been President, Chief Executive Officer and director of the Company since inception. C. Hendrick receives an annual salary of $190,000. |
Outstanding Equity Awards at Fiscal Year End
None.
Employment Agreements
On July 1, 2012, the Company entered into an employment agreement (the “Agreement”) with C. Hendrick, the Company’s Chief Executive Officer (“Executive”). Pursuant to the terms of the Agreement, the Company will employ Executive for a period of sixty (60) months from the date of the Agreement. Thereafter the Agreement shall be renewed by the mutual written agreement of Company and Executive. Executive is to receive an annual base salary of $190,000 per year. Executive is also entitled to receive a fee equal to $50,000 per year beginning with the Company’s fiscal year ended June 30, 2012 and each fiscal year thereafter during the term of the Agreement. The fee payment shall be made within thirty (30) days after the Company has manufactured its first product. This fee shall increase by 25% per annum at the conclusion of each calendar year and shall be based on the continued manufacturing and sales of products by the Company. Executive is entitled to participate in any and all benefit plans, from time to time, in effect for senior management, along with vacation, sick and holiday pay in accordance with the Company’s policies established and in effect from time to time. The Company shall provide Executive with the use of an automobile of Executive’s choice at a purchase price not to exceed $60,000. Executive’s employment with the Company may be terminated at any time, with cause, as such terms are defined in the Agreement. In the event that Executive’s employment is terminated by the Company, Company shall pay to Executive an amount equal to the Executive’s base salary for the remaining period of the term of the Agreement plus $350,000.
On September 30, 2015, the Company and Executive entered into an Addendum to the Agreement (the “Addendum”) pursuant to which in consideration for the issuance of 200,000 shares of the Company’s series B preferred stock (“Series B Shares”), the Executive hereby grants the Company the first right to purchase or license any patents (the “Patent Option”) relating to “Smartcards” which the Executive (i) shall apply for with the relevant patent authorities during the term of the Agreement, and (ii) are currently applied for with the relevant patent authorities or pending as of the date hereof (the “Patent Rights”). In exchange for the Patent Option the Company agrees, during the term of the Agreement, to pay for any fees and/or expenses related to the application for the Executive’s Patent Rights with the relevant patent authorities, including, but not limited to, legal or filing fees. If, upon the Company’s receipt of notice of any Patent Rights of the Executive’s in writing (“Patent Notification”) the parties fail to successfully negotiate and execute a purchase or license agreement as it relates to the Patent Right that is the subject of such Patent Notification within 60 calendar days of the receipt of such Patent Notification, the Executive shall be permitted to retain or transfer the Patent Rights to a third party without any subsequent notice to the Company.
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Compensation Discussion and Analysis
We strive to provide our Named Executive Officers with a competitive base salary that is in line with their roles and responsibilities when compared to peer companies of comparable size in similar locations.
We plan to implement a more comprehensive compensation program, which takes into account other elements of compensation, including, without limitation, short and long term compensation, cash and non-cash, and other equity-based compensation such as stock options. We expect that this compensation program will be comparable to the programs of our peer companies and aimed to retain and attract talented individuals.
We will also consider forming a compensation committee to oversee the compensation of our Named Executive Officers. The majority of the members of the compensation committee would be independent directors.
Compensation of Directors
As of the date of this annual report, our directors have received no compensation for their service on the board of directors. A compensation program for our independent directors, as and when they are appointed, which we anticipate will include such elements as an annual retainer, meeting attendance fees and stock options. The details of that compensation program will be negotiated with each independent director
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth certain information, as of September 21, 2016, with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five (5%) percent; (ii) each of the Company's executive officers and directors; and (iii) the Company's directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned.
Amount and Nature of Beneficial Ownership
|
Name and Address of
Beneficial Owner |
Director/Officer |
Number of
Shares of Common Stock (1) |
Percentage
of Class (1) |
|||||||
| Directors and Executive Officers | ||||||||||
|
C. Hendrick
145 East Harmon Avenue, Unit 19620 Las Vegas, NV 89109 |
Chief Executive Officer,
Chairman of the Board of Directors |
79,127,778 | 55.79 | % | ||||||
|
Jay Needelman, CPA 520 West 47 th Street Miami Beach, FL 33140 |
Chief Financial Officer, Director | -0- | 0 | % | ||||||
|
Elizabeth Ryba
73 Brown Road Scarsdale, New York 10583 |
Director | 40,000 | * | % | ||||||
| All Executive Officers and Directors as a Group (3 persons) | ||||||||||
| 5% Shareholders | ||||||||||
|
Applied Cryptography, Inc. (2)
9195 Collins Avenue Surfside, Fl, 33154 |
Not applicable | 79,127,778 | 55.80 | % | ||||||
| * | Less than one percent (1%) |
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(1) In determining beneficial ownership of our common stock as of a given date, the number of shares shown includes shares of common stock which may be acquired on exercise of warrants or options or conversion of convertible securities within 60 days of that date. In determining the percent of common stock owned by a person or entity on September 21, 2016, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of (i) 203,735,166, the total shares of common stock outstanding on September 21, 2016, and (ii) the total number of shares that the beneficial owner may acquire upon conversion of any preferred stock and on exercise of the warrants and options. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares.
(2) Includes (1) 58,627,778 shares of Common Stock and (2) 20,500,000 shares issuable upon conversion of 410,000 shares of Series B preferred stock held by Applied Cryptography, Inc. (“ACI”). Each share of Series B Preferred Stock shall be entitled to vote on any matter with the holders of Common Stock voting together as one (1) class and shall have that number of votes (identical in every other respect to the voting rights of the holder of common stock entitled to vote at any regular or special meeting of Stockholders) equal to that number of common shares which is not less than 51% of the vote required to approve any action, which Nevada law provides may or must be approved by vote or consent of the common shares or the holders of other securities entitled to vote, if any. Each share of Series B Preferred Stock is convertible, at the option of the holder, into fifty (50) shares of Common Stock upon the satisfaction of certain conditions. On May 7, 2013, ACI satisfied these conditions and the Series B Preferred Stock became convertible. C. Hendrick, our Chairman and Chief Executive Officer, has sole voting and dispositive power over all of the shares beneficially owned by ACI.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
There have been no significant related party transactions meeting the requirements for disclosure for the fiscal year ended June 30, 2016.
Procedures for Approval of Related Party Transactions
Our Board of Directors is charged with reviewing and approving all potential related party transactions. All such related party transactions must then be reported under applicable SEC rules. We have not adopted other procedures for review, or standards for approval, of such transactions, but instead review them on a case-by-case basis.
Director Independence
The Company currently does not have a director that qualifies as an “independent” director as that term is defined under the National Association of Securities Dealers Automated Quotation system. Our company, however, recognizes the importance of good corporate governance and intends to appoint an audit committee comprised entirely of independent directors, including at least one financial expert, in the near future.
Item 14. Principal Accounting Fees and Services
Audit Fee
The Company incurred, in the aggregate, approximately $56,000 and $58,000 for professional services rendered by its registered independent public accounting firms for the audit of the Company’s annual financial statements for the years ended June 30, 2016 and 2015, respectively, and for the reviews of the financial statements included in its Quarterly Reports on Form 10-Q during those fiscal years.
Audit-Related Fees
The Company incurred approximately $0 and $0 in fees from its registered independent public accounting firms for audit-related services during the years ended June 30, 2016 and 2015, respectively.
Tax Fees
The Company incurred approximately $0 and $0 in fees from its registered independent public accounting firms for tax compliance or tax consulting services during the years ended June 30, 2016 and 2015, respectively.
All Other Fees
The Company incurred $0 and $0 for fees from its registered independent public accounting firms for services rendered to the Company, other than the services covered in "Audit Fees", “Audit-Related Fees” and “Tax Fees” for the fiscal years ended June 30, 2015 and 2014, respectively.
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Item 15. Exhibits, Financial Statements Schedules
| 3.1 | Articles of Incorporation of SmartMetric, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on September 3, 2004) | |
| 3.2 | Amendment to the Articles of Incorporation of SmartMetric Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2009) | |
| 3.3 | Certificate of Designation for the Company’s Series B Preferred Stock (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2009) | |
| 3.4 | Amendment to the Certificate of Designation to the Company’s Series B Preferred Stock* | |
| 3.5 | Amendment to the Articles of Incorporation of Smartmetric, Inc. filed June 8, 2016* | |
| 3.6 | Amended and Restated By-laws of SmartMetric, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 25, 2016) | |
| 3.7 | Specimen Certificate of Common Stock. (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on September 3, 2004) | |
| 4.1 | Form of Warrant issued to the May 2013 Investor (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 2013) | |
| 10.1 | License Agreement between SmartMetric and Applied Cryptography, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on May 23, 2005) | |
| 10.2 | Employment Agreement, dated December 9, 2009 by and between Colin Hendrick and SmartMetric, Inc. (incorporated by reference to Exhibit 99.3 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2009) | |
| 10.3 | Agreement between SmartMetric and ISI (incorporated by reference to Exhibit 10.3 of the Company’s Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on May 23, 2005) |
| 10.4 | Assignment and Assumption Agreement, dated December 11, 2009 by and between SmartMetric, Inc. and Applied Cryptology Inc. (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2009) | |
| 10.5 | Option Agreement, dated December 11, 2009 (incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2009) | |
| 10.6 | Assignment and Assumption Agreement, dated November 12, 2012, by and between SmartMetric, Inc. and Applied Cryptography, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2012) | |
| 10.7 | Form of subscription agreement by and among SmartMetric, Inc. and the May 2013 Investor (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 2013) | |
| 10.8 | Addendum, dated September 30, 2015, to the Executive Employment Agreement, dated July 1, 2012, between SmartMetric, Inc. and Chaya Coleena Hendrick.(incorporated by reference to Exhibit 10.8 of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on October 5, 2015) | |
| 14.1 | Code of Ethics (incorporated by reference to Exhibit 16.1 of the Company’s Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on September 3, 2004) | |
| 31.1 | Certification of SmartMetric’s Chief Executive Office pursuant to Rule13a- 14(a) of the Securities Exchange Act of 1934* | |
| 31.2 | Certification of SmartMetric’s Chief Financial Officer pursuant to Rule13a- 14(a) of the Securities Exchange Act of 1934* | |
| 32.1 | 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 of 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 of 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* | |
| EX-101.DEF | XBRL TAXONOMY EXTENSION DEFINITION LINKBASE* | |
| EX-101.LAB | XBRL TAXONOMY EXTENSION LABELS LINKBASE* | |
| EX-101.PRE | XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE* |
| * | Filed herewith |
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SMARTMETRIC, INC. | ||
| Date: September 28, 2016 | By: | /s/ C Hendrick |
| C. Hendrick | ||
| President, Chief Executive Officer and Chairman (Principal Executive Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name | Title | Date | ||
| /s/ C Hendrick | Chief Executive Officer and Director (principal executive officer) | September 28, 2016 | ||
| C. Hendrick | ||||
| /s/ Jay Needelman | Chief Financial Officer (principal financial and accounting officer) and Director | September 28, 2016 | ||
| Jay Needelman | ||||
| /s/ Elizabeth Ryba | Director | September 28, 2016 | ||
| Elizabeth Ryba |
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SMARTMETRIC INC. AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2016 AND 2015
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F- 1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
Smartmetric, Inc. and Subsidiary
We have audited the accompanying consolidated balance sheets of Smartmetric, Inc. and Subsidiary (the “Company”) as of June 30, 2016 and 2015, and the related consolidated statements of operations, stockholders’ deficit and cash flows for each of the years in the two-year period ended June 30, 2016. The Company’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Smartmetric, Inc. and Subsidiary as of June 30, 2016 and 2015, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2015 in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has sustained recurring losses, has negative cash flows from operations, and has not generated any revenues to this point. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Daszkal Bolton LLP
Boca Raton, Florida
September 28, 2016
F- 2
SMARTMETRIC, INC. AND SUBSIDIARY
Consolidated Balance Sheets
| June 30, | June 30, | |||||||
| 2016 | 2015 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | 138,823 | $ | 44,516 | ||||
| Prepaid expenses and other current assets | 14,417 | 84,417 | ||||||
| Total current assets | 153,240 | 128,933 | ||||||
| Total assets | $ | 153,240 | $ | 128,933 | ||||
| Liabilities and Stockholders' Deficit | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 656,588 | $ | 439,828 | ||||
| Liability for stock to be issued | 1,206,268 | 382,541 | ||||||
| Deferred Officer salary | 394,181 | 267,515 | ||||||
| Shareholder loan | 22,300 | 13,960 | ||||||
| Total current liabilities | 2,279,337 | 1,103,844 | ||||||
| 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, 203,735,166 and 186,407,814 shares issued and outstanding , respectively | 203,735 | 186,408 | ||||||
| Additional paid-in capital | 20,924,635 | 19,865,824 | ||||||
| Accumulated deficit | (23,254,877 | ) | (21,027,553 | ) | ||||
| Total stockholders' deficit | (2,126,097 | ) | (974,911 | ) | ||||
| Total liabilities and stockholders' deficit | $ | 153,240 | $ | 128,933 | ||||
See notes to consolidated financial statements.
F- 3
SMARTMETRIC, INC. AND SUBSIDIARY
Consolidated Statements Of Operations
| Year | Year | |||||||
| Ended | Ended | |||||||
| June 30, | June 30, | |||||||
| 2016 | 2015 | |||||||
| Revenues | $ | - | $ | - | ||||
| Expenses: | ||||||||
| Officer's salary | 190,000 | 190,000 | ||||||
| Other general and administrative | 1,860,583 | 1,361,240 | ||||||
| Research and development | 176,741 | 162,372 | ||||||
| Total operating expenses | 2,227,324 | 1,713,612 | ||||||
| Loss from operations before income taxes | (2,227,324 | ) | (1,713,612 | ) | ||||
| Income taxes | - | - | ||||||
| Net loss | $ | (2,227,324 | ) | $ | (1,713,612 | ) | ||
| Net loss per share, basic and diluted | $ | (0.01 | ) | $ | (0.01 | ) | ||
| Weighted average number of common shares outstanding, basic and diluted | 192,882,517 | 175,013,149 | ||||||
See notes to consolidated financial statements.
F- 4
SMARTMETRIC, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
| Year | Year | |||||||
| Ended | Ended | |||||||
| June 30, | June 30, | |||||||
| 2016 | 2015 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (2,227,324 | ) | $ | (1,713,612 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Amortization | - | 375 | ||||||
| Common stock and warrants issued and issuable for services | 1,019,069 | 311,172 | ||||||
| Changes in assets and liabilities | ||||||||
| Decrease in prepaid expenses and other current assets | 70,000 | 223,074 | ||||||
| Increase in accounts payable and accrued expenses | 216,760 | 113,951 | ||||||
| Increase in deferred officer's salary | 126,666 | 142,500 | ||||||
| Increase in shareholder loan | 8,340 | 22,478 | ||||||
| Net cash used in operating activities | (786,489 | ) | (900,062 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | - | - | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Loans from related parties | - | 13,960 | ||||||
| Proceeds from sale of common stock | 961,665 | 805,903 | ||||||
| Liability for stock to be issued | (80,869 | ) | 26,791 | |||||
| Net cash provided by financing activities | 880,796 | 846,654 | ||||||
| NET INCREASE (DECREASE) IN | ||||||||
| CASH | 94,307 | (53,408 | ) | |||||
| CASH | ||||||||
| BEGINNING OF YEAR | 44,516 | 97,924 | ||||||
| END OF YEAR | $ | 138,823 | $ | 44,516 | ||||
| CASH PAID DURING THE YEAR FOR: | ||||||||
| Income taxes | $ | - | $ | - | ||||
| Interest | $ | - | $ | - | ||||
See notes to consolidated financial statements.
F- 5
SMARTMETRIC, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Changes In Stockholders' Equity (Deficit)
| Class A | Common | Additional | ||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Stock | Paid-in | Accumulated | ||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||||||||
| Balance June 30, 2014 | 210,000 | $ | 210 | - | $ | - | 167,707,937 | $ | 167,708 | $ | 18,767,649 | $ | (19,313,941 | ) | $ | (378,374 | ) | |||||||||||||||||||
| Shares issued upon conversion of preferred stock | 200,000 | 200 | - | - | - | - | - | - | 200 | |||||||||||||||||||||||||||
| Shares issued of common stock and warrants for services rendered | - | - | - | - | 2,593,455 | 2,594 | 122,876 | - | 125,470 | |||||||||||||||||||||||||||
| Shares issued of common stock and warrants for cash | - | - | - | - | 16,106,422 | 16,106 | 975,299 | - | 991,405 | |||||||||||||||||||||||||||
| Net loss for the year | - | - | - | - | - | - | - | (1,713,612 | ) | (1,713,612 | ) | |||||||||||||||||||||||||
| Balance June 30, 2015 | 410,000 | $ | 410 | - | $ | - | $ | 186,407,814 | $ | 186,408 | $ | 19,865,824 | $ | (21,027,553 | ) | $ | (974,911 | ) | ||||||||||||||||||
| Shares issued of common stock and warrants for services rendered | - | - | - | - | 1,044,520 | 1,044 | 103,570 | - | 104,614 | |||||||||||||||||||||||||||
| Shares issued of common stock and warrants for cash | - | - | - | - | 16,282,832 | 16,283 | 955,241 | - | 971,524 | |||||||||||||||||||||||||||
| Net loss for the year | - | - | - | - | - | - | - | (2,227,324 | ) | (2,227,324 | ) | |||||||||||||||||||||||||
| Balance June 30, 2016 | 410,000 | $ | 410 | - | $ | - | 203,735,166 | $ | 203,735 | $ | 20,924,635 | $ | (23,254,877 | ) | $ | (2,126,097 | ) | |||||||||||||||||||
See notes to consolidated financial statements.
F- 6
SMARTMETRIC INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 sensor-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.
Going Concern
As shown in the accompanying consolidated financial statements the Company has incurred recurring losses of $2,227,324 and $1,713,612 for the years ended June 30, 2016 and 2015 respectively, and has incurred a cumulative loss of $23,254,877 since inception (December 18, 2002). The Company is currently in the development stage and has spent a substantial portion of its time 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 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
Development Stage Company
The Company is considered to be in the development stage as defined in ASC 915-10, "Accounting and Reporting by Development Stage Enterprises". The Company has devoted substantially all of its efforts to the development of its technology. Additionally, the Company has allocated a substantial portion of its time and investment in bringing its services to the market, and the raising of capital.
Principles of Consolidation
The 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.
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 which exceed FDIC insured limits exposes the Company to cash concentration risk. The Company had no cash equivalents at June 30, 2016 and 2015.
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- 7
SMARTMETRIC INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 June 30, 2016 no accrual for uncertain income tax positions is necessary.
Advertising Costs
The Company expenses advertising costs as incurred.
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. The fair value is measured at the value of the Company’s common stock on the date that the commitment for performance by the counterparty has been reached or the counterparty’s performance obligation is complete. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital.
NOTE 3 - PREPAID EXPENSES
Prepaid expenses represent the unexpired terms of various consulting agreements and expire through June 2016, as well as advance rental payments. These consulting agreements were entered into for the issuance of common stock and warrants and were valued based on the stock price or computed warrant value at the time of the respective agreement.
F- 8
SMARTMETRIC INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - COMMITMENTS
Lease Agreement
The Company utilizes office in Las Vegas, NV on a short-term lease basis. The Company’s main office is located in Las Vegas, NV. Rent expense for the years ended June 30, 2016 and 2015 was $33,689 and $35,502, respectively.
Related Party Transactions
The Company’s Chief Executive Officer has made cash advances to the Company with an aggregate amount due of $22,300 and $13,960 as of June 30, 2016 and 2015, respectively. These advances bear interest at 5.00% per annum.
As of June 30, 2016 and June 30, 2015, the Company has accrued the amounts of $394,181 and $267,515, respectively, as deferred Officer’s salary for the difference between the president’s annual salary and the amounts paid.
NOTE 5 - STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred Stock
As of June 30, 2016, 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 the preferred stock to be designated as Series B Convertible Preferred Stock (“Series B Convertible Preferred Stock”).
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 all or any one (1) 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 (“liquidation”), 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.
On December 11, 2009, the Company entered into an Assignment and Assumption Agreement with ACI (the “assignment and Assumption Agreement”). In accordance with the Assignment and Assumption Agreement, ACI conveyed, assigned and transferred to the Company all of ACI’s rights, title and interest in and to the Patent and delegated to the Company all of its duties and obligations to be performed under the Patent; and the Company hereby accepts the assignment of all of ACI’s rights, title and interest to the Patent and the rights and delegation of duties and obligations and agrees to be bound by and to assume such duties and obligations.
In consideration for the assignment of the Patent, the Company issued 200,000 shares of Series B Convertible Preferred Stock. ACI may only convert these shares into common shares (in accordance with the conversion terms noted herein) upon delivering to the Company, a third party valuation of the assigned Patent conducted by a nationally qualified accounting firm or IP law firm mutually agreed upon between the Company and ACI, indicating that such Patent is valued at a minimum of $1,000,000.
On November 12, 2012, the Company issued 200,000 shares of its Series B Convertible Preferred Stock to ACI in consideration for ACI’s patent relating to the Medical Keyring Device.
In July 2013, ACI elected to convert 190,000 shares of Series B Convertible Preferred Stock, issued in 2012, into 9,500,000 shares of the Company’s common stock.
During September 2013, the Company acquired license rights to ACI's BioCentric Cloud Device technology in consideration of the Company's issuance to ACI of 200,000 shares of its Series B Convertible Preferred Stock. Effective November 5, 2014, the Company increased the number of preferred shares designated as Series B, and accordingly, the shares were issued to ACI on November 10, 2014.
In accordance with Staff Accounting Bulletin (“SAB”) topic 5G “Transfers of Non-monetary Assets by Promoters and Shareholders” the Company recorded these transactions at ACI’s carrying basis of the Patents, which was $0.
F- 9
SMARTMETRIC INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 - STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)
Class A Common Stock
As of June 30, 2016, 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. The articles of incorporation were amended in 2006 to increase the number of authorized shares to 100,000,000 shares, and again in 2009 to increase the number of authorized shares to 200,000,000.
As of June 30, 2016, the Company has 203,735,166 shares of common stock issued and outstanding.
During the three months ended September 30, 2014, the Company sold for cash 4,893,731 shares and twenty-four month warrants to purchase: (i) 1,375,000 shares at $0.70 per share, and (ii) 724,500 shares at $1.00 per share, for net proceeds of $307,662.
During the three months ended December 31, 2014, the Company sold for cash 1,599,994 shares and twenty-four month warrants to purchase: (i) 1,187,500 shares at $0.70 per share, and (ii) 598,500 shares at $1.00 per share, for net proceeds of $95,750.
During the three months ended March 31, 2015, the Company sold for cash 4,425,000 shares and twenty-four month warrants to purchase: (i) 2,375,000 shares at $0.70 per share, and (ii) 1,197,000 shares at $1.00 per share, for net proceeds of $189,557.
During the three months ended March 31, 2015, the Company issued 296,250 shares for consulting services valued at $17,775, based on the stock price at the time of the respective agreements underlying the services provided.
During the three months ended June 30, 2015, the Company sold for cash 4,362,500 shares and twenty-four month warrants to purchase: (i) 2,668,750 shares at $0.70 per share, and (ii) 1,345,050 shares at $1.00 per share, for net proceeds of $212,934.
During the three months ended June 30, 2015, the Company issued 1,415,062 shares for consulting services valued at $71,435, based on the stock price at the time of the respective agreements underlying the services provided.
During the three months ended September 30, 2015, the Company sold for cash 2,150,000 shares 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 expire at various times through June 2016.
During the three months ended December 31, 2015, the Company sold for cash 5,242,000 shares 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 expire at various times through October 28, 2016.
During the three months ended March 31, 2016, the Company sold for cash 2,140,000 shares 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 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 for consulting services valued at $550,000, based on the stock price at the time of the respective agreements underlying the services provided.
Warrants
From time to time the Company granted warrants in connection with private placements of securities, as described herein.
In October 2009, the Company executed a warrant agreement with an investor relations company for 5,000,000 warrants to be issued in two tranches. The first tranche of 2,500,000 warrants (the “October warrants”) has been issued in October 2009, and the second tranche of 2,500,000 warrants has been issued on March 31, 2010 (the “March warrants”). The October warrants were set to expire October 25, 2014 (as extended) but were further extended by the Company and expired on October 25, 2015. The March warrants were set to expire March 29, 2015 (as extended) but were further extended by the Company and expired on March 29, 2016.
In June 2011, the Company issued warrants to purchase 1,000,000 shares of its common stock at an exercise price of $0.50 per share as partial consideration for a consulting agreement. These warrants were set to expire on June 3, 2014 (as extended) but have were further extended by the Company and expired on June 3, 2015.
In connection with the extension of the above referenced warrants during the year ended June 30, 2014, which were partial consideration in connection with a new consulting agreement, the Company assigned a value of $209,300 using the Black-Scholes option pricing model. The Company recorded the charge to consulting expenses over the term of the new consulting agreement.
F- 10
SMARTMETRIC INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 - STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)
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-Sholes option pricing model 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 expense has been included in other general and administrative expenses in the consolidated statement of operations.
In April 2016, as partial consideration for consulting services rendered, the Company authorized to be issued warrants to purchase 1 million shares of its common stock at an exercise price of $0.03 per share (“$0.03 warrants”), and 2 million warrants to purchase shares of its common stock at an exercise price of $0.08 per share (“$0.08 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 3 million warrants. The expense has been included in other general and administrative expenses in the consolidated statement of operations.
As of June 30, 2016 and 2015, the following is a breakdown of the activity:
June 30, 2016:
| Outstanding - beginning of year | 29,475,626 | |||
| Issued | 21,415,680 | |||
| Exercised | - | |||
| Expired | (38,351,107 | ) | ||
| Outstanding - end of year | 12,540,199 |
June 30, 2015:
| Outstanding - beginning of year | 19,004,326 | |||
| Issued | 11,471,300 | |||
| Exercised | - | |||
| Expired | (1,000,000 | ) | ||
| Outstanding - end of year | 29,475,626 |
At June 30, 2016, all of the 12,540,199 warrants are vested, 9,240,199 warrants expire at various times through January 2018, 3,000,000 warrants expire in September 2019, and 300,000 warrants expire in July 2020.
NOTE 6 - INCOME TAXES
Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. The Company recognizes interest and penalties related to income tax matters as a component of income tax expense.
At June 30, 2016 and 2015, deferred tax assets consist of the following:
| 2016 | 2015 | |||||||
| Net operating loss carryforward | $ | 6,544,717 | $ | 6,031,857 | ||||
| Warrant issuances | 192,990 | - | ||||||
| Deferred officer compensation | 134,022 | 90,955 | ||||||
| Other | 1,632 | 1,632 | ||||||
| Valuation allowance | (6,873,361 | ) | (6,124,444 | ) | ||||
| $ | - | $ | - | |||||
A reconciliation of the activity related to the liability for gross unrecognized tax benefits related to uncertain tax positions during fiscal 2016 and 2015 is as follows:
| Year ended June 30, | ||||||||
| 2016 | 2015 | |||||||
| Balance as of beginning of fiscal year | $ | - | $ | 164,869 | ||||
| Increases (decreases) related to current and prior year positions | 192,990 | (164,869 | ) | |||||
| Balance as of June 30, | $ | 192,990 | $ | - | ||||
F- 11
SMARTMETRIC INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 - INCOME TAXES (CONTINUED)
At June 30, 2016, the Company had a net operating loss carryforwards in the amount of approximately $19.2 million available to offset future taxable income through 2035, which will begin to expire in 2022. The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods. A reconciliation of the Company’s effective tax rate as a percentage of income before taxes and federal statutory rate for the period ended June 30, 2016 and 2015 is summarized as follows:
| 2016 | 2015 | |||||||
| Tax on income before income tax | 34.00 | % | 34.00 | % | ||||
| Effect of non-temporary differences | (0.05 | )% | (0.07 | )% | ||||
| Effect of prior year items | - | % | (16.54 | )% | ||||
| Effect of temporary differences | (0.33) | % | - | % | ||||
| Change in valuation allowance | (33.62 | )% | (17.39 | )% | ||||
| 0.00 | % | 0.00 | % | |||||
The total amount of unrecognized tax benefits can change due to tax examination activities, lapse of applicable statutes of limitations and the recognition and measurement criteria under the guidance related to accounting for uncertainty in income taxes. The Company does not believe any significant increases or decreases will occur within the next twelve months.
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.
NOTE 7 - LITIGATION
From time to time we may be a defendant or plaintiff in various legal proceedings arising in the normal course of our business. We know of no material, active, pending or threatened proceeding 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- 12
