UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SMARTMETRIC, INC.
(Name of small business issuer in its charter)


Nevada
334610
05-0543557



(State or jurisdiction of incorporation or organization)
(Primary Standard Industrial Classification Code Number)
(I.R.S. Employer Identification No.)


67 Wall Street, 22 nd Floor, New York, New York 10005 (212) 859-5007
(Address and telephone number of principal executive offices)

67 Wall Street, 22 nd Floor, New York, New York 10005 (212) 859-5007
(Address of Principal place of business or intended principal Place of business)

Schonfeld & Weinstein, L.L.P., 80 Wall Street, Suite 815, New York, NY 10005 (212) 344-1600
(Name, address, and telephone number of agent for service)

Copies to:

Andrea I. Weinstein, Esq.
Schonfeld & Weinstein, L.L.P.
80 Wall Street, Suite 815
New York, New York 10005
Phone: (212) 344-1600
Fax: (212) 480-0717




Approximate date of proposed sale to the public as soon as practicable after the effective date of this Registration Statement and Prospectus.

 
     
 
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, (the "Securities Act") or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.


CALCULATION OF REGISTRATION FEE

Title of Each
Class of Securities
Amount Being
Registered
Proposed Maximum offering Price per share
Proposed Maximum Aggregate Offering Price (1)
Amount of Registration Aggregate Fee
Common Stock
4,000,000
$1.50
$6,000,000.00
 
$ 760.20
Common Stock
by selling shareholders
11,560,257
$1.50
$17,340,385
$2,197.03
Total
15,560,257
$1.50
$23,340,385
$2,957.23


(1)     Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457.
 
     

 
Cross Reference Sheet
Showing the Location In Prospectus of
Information Required by Items of Form SB-2

Part I. Information Required in Prospectus

Item No.
Required Item
Location or Caption
 
 
 
1.
Front of Registration Statement
Front of Registration
and Outside Front Cover of
Statement and outside
Prospectus
front cover of Prospectus
 
 
 
2.
Inside Front and Outside Back
Inside Front Cover Page
Cover Pages of Prospectus
of Prospectus and Outside
 
Front cover Page of Prospectus
 
 
 
3.
Summary Information and Risk
Prospectus Summary;
Factors
High Risk Factors
 
 
 
4.
Use of Proceeds
Use of Proceeds
 
 
 
5.
Determination of Offering
Prospectus Summary -
Price
Determination of Offering
 
Price; Risk Factors
 
 
 
6.
Dilution
Dilution
 
 
 
7.
Selling Security Holders
Selling Security Holders
 
 
 
8.
Plan of Distribution
Plan of Distribution
 
 
 
9.
Legal Proceedings
Legal Proceedings
 
 
 
10.
Directors, Executive Officers,
Management
Promoters and Control Persons
 
 
 
 
11.
Security Ownership of Certain
Principal Shareholders
Beneficial Owners and Management
 
 
 
 
12.
Description of Securities
Description of Securities
 
 
 
13.
Interest of Named Experts and
Legal Opinions; Experts;
 
Counsel
 
 
 
 
14.
Disclosure of Commission Position
Statement as to
on Indemnification for Securities
Indemnification
Act Liabilities
 
 
 
 
15.
Organization Within Last
Business
Five Years
 
 
 
 
16.
Description of Business
Business
 
 
 
17.
Management's Discussion and
Management's Discussion and
Analysis or Plan of
Analysis of Financial Condition
Operation
 
 
 
 
18.
Description of Property
Not Applicable
 
 
 
19.
Certain Relationships and Related
Certain Transactions
Transactions
 
 
 
 
20.
Market for Common Stock and
Prospectus Summary
Related Stockholder Matters
 
 
 
 
21.
Executive Compensation
Executive Compensation
 
 
 
22.
Financial Statements
Financial Statements
 
     
 
PROSPECTUS

SMARTMETRIC, INC.
(a Nevada corporation)

SmartMetric is offering for sale a minimum of 500,000 shares, par value $.001 (the “Minimum Offering”) and a maximum of 4,000,000 shares (the “Maximum Offering”) of common stock of SmartMetric, Inc., a Nevada corporation (“SmartMetric”) at a $1.50 per share. The shares shall be sold exclusively by SmartMetric in a self-underwritten offering on an all or none basis for a period of ninety (90) days and may be extended for an additional ninety (90) days at SmartMetric’s option, however SmartMetric reserves the right to retain registered broker-dealers for this offering. If the Minimum Offering has not been sold within the first ninety days, the offering may be extended an additional ninety days. The securities offered are not listed on any securities exchange or on the Nasdaq stock market.

This offering also relates to 11,560,257 shares being offered by selling shareholders. Selling shareholders will sell at a fixed price of $1.50 per share until our common stock is quoted on the OTC-BB, after which they will sell their common stock at prevailing market rates or privately negotiated prices.

 
 
 
 
Per Share
 
 
Price to the Public
Minimum offering
Proceeds to
SmartMetric
Maximum Offering
Proceeds to
SmartMetric
 
$1.50
 
$750,000
 
$6,000,000
 
Less underwriting discount and commission
 
 
$ .15
 
 
$ 75,000
 
 
$ 600,000
Proceeds to SmartMetric
Before offering costs
 
$1.35
 
$675,000
 
$5,400,000
   

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE ____ IN THIS PROSPECTUS.

The date of this Prospectus is __________________.

This offering will terminate on ____________, but may be extended for an additional ninety (90) days at SmartMetric’s option
 
     

 
TABLE OF CONTENTS

                                                    Page #

PROSPECTUS SUMMARY    

RISK FACTORS    

USE OF PROCEEDS

CAPITALIZATION

DILUTION    

MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION    
           
BUSINESS    

MANAGEMENT    

PRINCIPAL SHAREHOLDERS

DESCRIPTION OF SECURITIES    

SHARES ELIGIBLE FOR FUTURE SALE

SELLING SHAREHOLDERS

CERTAIN TRANSACTIONS        

LEGAL MATTERS                
EXPERTS        

SMARTMETRIC, INC. FINANCIAL STATEMENTS    
 
 
PROSPECTUS SUMMARY

The following is a summary of certain information contained in this prospectus and is qualified by the more detailed information and consolidated financial statements (including notes thereto) appearing elsewhere in this prospectus. Investors should carefully consider the information set forth under the heading "Risk Factors". Unless otherwise indicated, the capital structure, the number of shares outstanding and the per share data and information in this Prospectus have been adjusted to give effect to the merger described herein.

SmartMetric, Inc.

SmartMetric 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 a license to utilize proprietary technology to manufacture and sell a fingerprint sensor activated card with a finger sensor on the board card, itself. The SmartMetric Smart Card is a credit card size plastic card embedded with an integrated circuit chip and biometric fingerprint sensor, which provides identification of the user. It can also be used to store information. This card may be referred to as a “biometric card” or the SmartMetric “Smart Card.” There is a patent pending for the SmartMetric Smart Card. The technology and use covered by this patent pending has been licensed to SmartMetric. The company intends to begin to outsource the manufacturing of its Smart Cards with the proceeds of this offering.

On October 30, 2003, SmartMetric entered into an agreement with Information Spectrum, Inc., a corporation located in Annandale, Virginia. Information Spectrum, Inc. shall hereinafter be referred to as ISI. Pursuant to this agreement, ISI shall market SmartMetric Smart Cards and a Smart Card reading device. Neither prices, nor division of expenses or profits has been determined; before submitting each proposal to the prospective purchaser SmartMetric and ISI shall enter into a separate agreement defining the parties’ respective rights and obligations concerning that particular opportunity.

The executive offices of SmartMetric are located at 67 Wall Street, 27 th Floor, New York, New York 10005. The telephone number is (212) 859-5007.

Our Strategy

SmartMetric seeks to position itself as a producer of various identity cards utilizing its licensed technology and providing such cards to government agencies, corporations and organizations interested in identification cards.

Plan of Distribution

We are offering our common stock on a “best efforts all or nothing” basis as to the first 500,000 shares and on a best effort basis as to an additional 3,500,000 shares. This is a self-underwritten offering; we do not have agreements with any underwriters for the sale of our common stock, although we may enter into such agreements at a later date.

The Offering

SmartMetric is offering a minimum of 500,000 shares and a maximum of 4,000,000 shares of common stock at $1.50 per share. The shares shall be sold by SmartMetric’s officers and directors, although the Company may decide to engage the service of a registered broker-dealer.

Certain selling shareholders are offering 11,560,257 shares of common stock at $1.50 per share.

There are currently 58,560,257 shares of common stock outstanding of which 50,000,000 are Class A common stock. Class A common stock is identical in all respects to the other, undesignated class of common stock. Unless otherwise indicated, both the Class A common stock and the common stock shall collectively be referred to as “common stock.” There will be 59,060,257 shares outstanding if the minimum offering is sold and 62,560,257 shares if the maximum offering is sold.

Risk Factors

The securities offered hereby are highly speculative and involve a high degree of risk. Carefully review and consider the factors set forth under “Risk Factors” as well as all other information contained herein.

Use of Proceeds

The net proceeds from this offering before offering cost, estimated to be $675,000 in the minimum offering and $5,400,000 in the maximum offering, will be used to complete a smartcard prototype, to contract with a third party to begin manufacturing our Smartcards, for marketing and working capital.

RISK FACTORS

Investment in the securities offered hereby involves a high degree of risk. Prospective investors should carefully consider, together with the other information appearing in this prospectus, the following factors, among others, in evaluating SmartMetric and its business before investing in SmartMetric.

SmartMetric will rely on key existing and future personnel, the loss of whom could negatively impact our ability to conduce a successful business.

SmartMetric's success will depend to a large degree upon the efforts and abilities of its officers and key management employees, particularly Colin Hendrick, Chief Executive Officer, President and Chairman of the Board. The loss of the services of Mr. Hendrick could have a material adverse effect on SmartMetric's business prospects and potential earning capacity. SmartMetric has entered into a one year employment agreement with Mr. Hendrick, after which Mr. Hendrick may choose not to continue his employment with SmartMetric. SmartMetric currently has no key person life insurance on Mr. Hendrick. SmartMetric will need to continue to recruit and retain additional members of senior management to manage anticipated growth, but there can be no assurance that SmartMetric will be able to recruit or retain additional members of senior management on terms suitable to SmartMetric.

We have had no sales revenues to date and we may not become profitable in the near future, if at all, which means your stock may decrease in value.

SmartMetric was incorporated on December 18, 2002. We have no sales revenues to date, and although we plan to use the proceeds of this offering to engage in marketing and production of our Smart cards, including the purchase of a manufacturing facility, there is no guarantee that such efforts will be successful.

Even if we are successful in developing our business and gaining market acceptance, there can be no assurance as to our becoming profitable. Further, there is no guarantee that we will be able to successfully manufacture our biometric card or that it will gain market acceptance.

We expect to incur significant start up costs, which could delay the commencement of our operations.

SmartMetric expects to incur significant start-up costs in connection with manufacturing and marketing the SmartMetric biometric card. As of June 30, 2004, we had a net loss of $35,978 and we anticipate that we will incur additional losses in the future. The extent of these losses will be dependent, in part, on our ability to successfully market our products to technology, and purchase and set up a manufacturing facility. In the event start up costs exceed our expectations, we may have to raise additional funds which could delay the commencement of our operations.

Current SmartMetric shareholders, including our president and chief executive officer, will own a majority of the shares after the offering and as a result, will still control the Company.

After the minimum offering, the current shareholders of SmartMetric will control the vote of 99.1% of SmartMetric's issued and outstanding common shares and after the maximum offering, current shareholders will control 93.6% of SmartMetric’s issued and outstanding shares. As a result, the former SmartMetric shareholders will have the ability to control the outcome of substantially all issues submitted to shareholders.

An investment in SmartMetric stock will result in an immediate substantial dilution of investors' investments .

The holders of the restricted common shares of SmartMetric have acquired their interest in SmartMetric at an average cost per share which was significantly less than that which the public investors paid for their securities. Consequently, the public investors’ investment will be immediately diluted. Further, the public investor’s will bear the majority of the risk of any loss that may be incurred in SmartMetric's operations.

There is no public market for our securities and investors may be unable to sell their shares, which could result in the loss of their investments.

To date, there is no public trading market for our common stock. If such a market does develop, the price of SmartMetric’s common stock may be volatile. Thus, investors run the risk that they will never be able to sell their shares or, if they are able to sell them, the price may be lower than the initial purchase price. No potential market makers have been solicited by SmartMetric. There can be no assurances that any broker will ever agree to make a market in SmartMetric’s securities.

We will need additional financing which could dilute the interests of current shareholders.

If we raise less than the maximum offering, we expect to seek an additional $1,000,000 within 12 to 24 months after completion of this offering. Such financing could take the form of bank financing or other debt or equity securities in public or private financing. Any such financing could dilute the interest of current shareholders. There can be no assurance that any such additional financing will be available or, if it is available, that it will be in such amounts and on the terms as will be satisfactory to SmartMetric.

We will face intense competition from better-known and/or better-funded companies which could result in our failure to realize lower than expected sales revenues .

The market for companies involved in security technology is fragmented and highly competitive, and competition is increasing substantially. SmartMetric will be competing with other technology companies both regionally, nationally and internationally. Other competitors, some of which may have greater financial and other resources than SmartMetric, may also enter the markets in which SmartMetric currently operates or intends to expand. There can be no assurance that SmartMetric will be able to compete successfully against these competitors.

We will be depending on qualified personnel and key individuals, none of whom have worked with publicly traded companies before.

None of our officers or directors has any experience working with publicly traded companies. SmartMetric cannot assure shareholders of the qualifications of its officers and directors to run a publicly owned company. Their inability to successfully manage SmartMetric’s business and the responsibilities of a publicly traded company could adversely affect our ability to obtain a large customer base and our profitability.

Our business model is based on a product for which we have not yet produced a prototype.

Our business plan revolves around sales of the SmartMetric Smart Card which we believe will permit identity and transaction control verification and which, through its fingerprint sensor, we believe will facilitate instant authorization verification. We have licensed patent-pending technology for this purpose. However, we have yet to produce a prototype of this Smart card and there is no guarantee that such prototype will be produced or, if it is, that it will function as expected. In the event it does not, we will have to invest additional funds into research and development.

USE OF PROCEEDS

The gross proceeds of SmartMetric’s minimum offering will be $750,000 and its gross proceeds of maximum offering will be $6,000,000. The following table sets forth management’s proposed use of proceeds. However, the Company retains the right to apply these proceeds in any manner in which it sees fit:


Application of Proceeds
Minimum Offering
Maximum Offering



Complete Prototype of Smartcard
$100,000
$   100,000
Outsource Production of Smartcards
 
$200,000
 
$2,400,000
Marketing
$  50,000
$1,650,000
Officer’s salary
$  30,000
$   100,000
Working capital
$147,043
$1,002,043
Underwriting commission and other offering costs
 
$222,957
 
$  747,957
Total
$750,000
$6,000,000

CAPITALIZATION

The following table sets forth the capitalization at June 30, 2004. This table should be read in conjunction with the financial statements and related notes included elsewhere in this prospectus.

 
June 30, 2004
 
 
 
 
Long-term debt
                         $0
 
 
Stockholders' equity:
 
     Common stock (including Class A
$ 58,560
     common stock), $.001 par value;
 
     Authorized 95,000,000 shares,
 
     Issued and outstanding 58,560,257 shares;
 
 
 
     Preferred stock, $.001 par value
                        $0
     Authorized 5,000,000 shares
 
     Issued and outstanding 0 shares
 
 
 
Additional paid-in capital
$ 77,042
 
 
Accumulated deficit
($36,038)
 
Total stockholders' equity
$99,564
 
 
Total capitalization
$99,564

DILUTION


At June 30, 2004, SmartMetric had a net tangible book value of $46,644 or approximately ($.0008) per share of common stock. Net tangible book value per share is equal to SmartMetric's tangible assets less its total liabilities, divided by the number of shares of common stock outstanding on such date.

If we sell only the Minimum Offering under this Prospectus at the offering price of $1.50 per share, after deducting underwriting commissions and estimate unpaid costs of this offering, our proforma net tangible book value as of June 30, 2004 would be $626,187 or $.0106 per share of common stock based on the 59,060,257 shares that would be outstanding. This represents an immediate increase in the net tangible book value per share to our existing shareholders of $.0098 per share and an immediate dilution of $1.4894 per share to those who purchase shares in this offering.

If we sell the Maximum Offering under this Prospectus, our proforma net tangible book value as of June 30, 2004 would be $5,351,187 or $.0855 per share of common stock based on the 62,560,257 shares that would be outstanding. This represents an immediate increase in the net tangible book value per share to our existing shareholders of $.0847 per share and an immediate dilution of $1.4153 per share to those who purchase shares in this offering.

The following illustrates the per share dilution to new investors based on certain assumed numbers of shares sold in this offering:


 
Minimum Shares Sold
Maximum Shares Sold
Public offering price per share
$1.5000
$1.5000
Net tangible book value per share before offering
$ .0008
$ .0008
Increase per share attributable to new investors in this offering
$ .0098
$ .0847
Net tangible book value per share after offering
$ .0106
$ .0855
Dilution per share to new investors
$1.4894
$1.4153
   

The following table sets forth the difference between the price paid by our existing shareholders and the price to be paid by new investors in this offering based on certain assumed numbers of shares sold in this offering.

Minimum
Shares
Sold
Shares Purchased Number
% of Class
Total Consideration
% of Total Consideration
Average Price Per Shares
Existing Shareholders
58,560,257
99.15 %
$135,602
15.31%
$.002
New Investors Minimum
500,000
.85 %
$750,000
84.69%
$1.50
Total
59,060,257
100 %
$885,602
100%
$.015

Maximum
Shares
Sold
Shares Purchased Number
% of Class
Total Consideration
% of Total Consideration
Average Price Per Shares
Existing Shareholders
58,560,257
93.61 %
$135,602
2.21%
$.002
New Investor Maximum
4,000,000
6.39 %
$6,000,000
97.79%
$1.50
Total
62,560,257
100 %
$6,135,602
100%
$.098

PLAN OF DISTRIBUTION

SmartMetric is offering the right to subscribe to up to 4,000,000 shares of common stock at $1.50 per share.

SmartMetric proposes to offer the shares directly on a "best efforts, all or none basis" as to the first 500,000 shares and a best efforts basis as to the remaining 3,500,000 shares. While SmartMetric reserves the right to sell its securities through registered broker-dealers, it has no commitments to do so. In the event registered broker-dealer are engaged SmartMetric contemplates paying a commission of 10% of securities sold by such broker-dealers.

As of the date of this prospectus, no broker has been retained by the company in connection with the sale of securities being offered hereby. In the event a broker who may be deemed an underwriter is retained by SmartMetric, an amendment to SmartMetric's registration statement will be filed with the Securities and Exchange Commission.

There is no minimum or maximum purchase requirement. Subscription proceeds received by SmartMetric shall be placed in an escrow account with NorthFork Bank until the minimum offering is achieved, after which proceeds shall be released directly to SmartMetric. If the minimum offering is not sold by the end of the offering period, or extended offering period if so extended, all escrowed proceeds shall be returned to investors.
 
SUMMARY FINANCIAL INFORMATION

The following is a summary of our Financial Information for the year ended June 30, 2004, and should be read in conjunction with "Management's Discussion and Analysis of Financial Condition" and the Financial Statement including the notes thereto included in this prospectus.

 
YEAR ENDED
JUNE 30, 2004
Statement of Operation Data:
 
 
 
Total revenues…………………..
$0
Net income (loss)……………….
$(35,978)
Net income (loss) per share…….
$(0.00)
Weighted average number of
 
Common stock outstanding…….
58,560,257


JUNE 30, 2004
 
 
MINIMUM
MAXIMUM
 
ACTUAL
PRO-FORMA
PRO-FORMA



 
 
 
 
Balance Sheet Data:
 
 
 
 
 
 
 
Working capital…………………
$ 46,644
$626,187
$5,351,187
Cash and cash equivalents………………………
$ 64,142
$643,685
$5,368,685
Total assets……………………..
$152,664
$679,707
$5,404,707
 
 
 
 
Total liabilities………………….
$ 53,100
$ 53,100
$ 53,100
 
 
 
 
Shareholders' equity…………….
$ 99,564
$626, 607
$5,351,607


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

SmartMetric was incorporated in the State of Nevada on December 18, 2002 to serve as a developer of identity management products. SmartMetric has been engaged in research and development of a biometric security solution, which can authenticate the identity of an individual in a self-contained credit card-sized device. SmartMetric refers to this device as a “biometric card” or a “Smart Card.” SmartMetric’s CEO, Colin Hendrick, has several patents pending for this biometric card. A company controlled by Mr. Hendrick has granted SmartMetric a license to use, market and distribute this patent-pending technology.

The following presentation of management's discussion and analysis of SmartMetric's financial condition should be read in conjunction with SmartMetric's financial statements and notes thereto, as well as other financial information contained in this prospectus.

Overview

Incorporated in 2002, SmartMetric and its founder and CEO, Colin Hendrick, have been engaged in research and development of a biometric security solution which would authenticate the identity of a person in a self-contained credit card-sized device. Based on its prototype, SmartMetric’s biometric card shall use an on-board finger print sensor which is imbedded in the card along with an integrated circuit chip which will provide one gigabyte of memory capacity. SmartMetric has not yet begun to manufacture Smart Cards utilizing its licensed technology. To date, SmartMetric has had no sales revenues.

SmartMetric’s CEO, Colin Hendrick, applied for a patent for this biometric card technology connecting Smart Cards to networks, and providing secure access for such connections. In June 2004, Mr. Hendrick transferred this technology to Applied Cryptography, Inc., a Nevada corporation, he owns and controls. On August 1, 2004, Applied Cryptography entered into a license agreement with SmartMetric pursuant to which Applied Cryptography agreed to license this technology to SmartMetric in perpetuity in exchange for a royalty payment.

We had $0 sales revenue for the year ended June 30, 2004, with a net loss of $35,978.

In October 2003, we sold 50,000,000 shares of common stock to the President of SmatMetric at $.001 per share for a total of $50,000. From November 2003 to June 30, 2004, SmartMetric sold 8,560,257 shares of common stock to the President of the corporation, Colin Hendrick, at $.01 per share for a total of $85,602.57. In August 2004, Mr. Hendrick transferred these shares to approximately 600 shareholders for no consideration. All shares are restricted from resale.

SmartMetric believes its current sources of credit and liquidity, including funds raised in its private placement are insufficient to commerce operations, and that, in the event we raise less than the maximum offering, we may have to raise additional capital within the next twelve to twenty-four months. A key element of SmartMetric's growth strategy is raising adequate funding to begin to outsource the manufacture of its biometric card. SmartMetric believes it will not be able to commerce production of its biometric card without additional financing. Such financing may be in the form of debt or equity. Currently, SmartMetric has no material commitments for capital expenditures.

SmartMetric does not believe its business is seasonal in any way.

On October 30, 2003, we entered into an agreement with Information Spectrum, Inc. Pursuant to this agreement, ISI will seek to market our Smartcards. Once ISI begins such marketing efforts and is able to find companies and/or government agencies to purchase our Smartcards, we will contract with a manufacturer to produce the required number of Smartcards. While we have located several manufacturing facilities, we have not entered into agreements with any of them. There is no guarantee that ISI will locate companies or agencies that are interested in purchasing our Smartcards, or that we will be able to negotiate a manufacturing agreement on terms acceptable to SmartMetric.


 
Period December 18, 2002, to June 30
Year ended
June 30
 
 
 
 
2003
2004


 
 
Net sales
$ 0
$ 0
 
 
 
Cost of sales
$ 0
$ 0
Selling, general,
 
 
and administrative expenses
$60
$35,978
 
 
 
Income (loss) from operations
$(60)
$(35,978)


Net sales for the year ended June 30, 2004 were $0. Administrative expenses for the year ended June 30, 2004 were $6,643. SmartMetric expended $29,335 in research and development for the year ended June 30, 2004.

Net loss was $35,978 in the year ending June 30, 2004.

BUSINESS


General

SmartMetric was incorporated pursuant to the laws of the State of Nevada on December 18, 2002.

SmartMetric’s Chief Executive Officer, Colin Hendrick, has created the SmartMetric “Biometric Card,” a credit card-sized device which utilizes a finger print sensor to authenticate a person’s identity. The embedded sensor takes the image of the person’s fingerprint and matches it with a fingerprint stored on the card. Mr. Hendrick has applied for a United States and International patent with regard to the Biometric card and the technology contained therein. Both patents are pending. Mr. Hendrick transferred the patent pending to Applied Cryptography, Inc., a Nevada corporation, owned by Mr. Hendrick in June 2004. On August 1, 2004, Applied Cryptography, Inc. entered into a license agreement with SmartMetric pursuant to which SmartMetric has the right to use, manufacture and sell products utilizing the patented technology in perpetuity.

As of June 30, 2004, SmartMetric had total stockholders' equity of $99,564, and cash of $64,142. Management of SmartMetric believes that in the event SmartMetric raises less than the maximum offering, SmartMetric will have to generate additional resources to enable it to continue with research and development and to commence operations. SmartMetric would then have to obtain additional working capital from other sources, including creditors and investors.

The SmartMetric Biometric Card

SmartMetric has designed a biometric card utilizing patented technology licensed to the company. A portion of the proceeds from this offering will be applied to building a prototype of this biometric card.

SmartMetric believes that its biometric card will have several functions:

     The Smart card has been designed to contain two on-card processors and 1 gigabyte of memory. SmartMetric believes this will enable the card to store the full image of a fingerprint and a database capable of storing information such as medical records, financial or banking records or human resource card. SmartMetric believes its Smart Card may be used as a credit card, building access card or computer access card.

The SmartMetric Smart Card, because it contains information unique to the individual user, 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. And unlike biometric security systems where the biometric information is stored at a central computer facility, the Company believes that confirmation of identify with the SmartMetric system may not be interrupted during the verification process or while it is stored at the remote location since the biometric information is embedded in the card, itself, in a memory chip protected by encryption. 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 Smart card will not operate.

SmartMetric believes its Smart Card may be used for a variety of security applications such as airport employed access and identity, building access and identity, computer network access, drivers licenses, passports and check cashing identity verification.

Fingerprint Sensor

The fingerprint sensor designed by Colin Hendrick, CEO of SmartMetric, and licensed to SmartMetric is known as the “Metric 60” fingerprint sensor. The Metric 60 allows for both wet and dry fingerprints to be recognized or authenticated. It is also pressure sensitive.

The SmartMetric biometric card has been designed to utilize a patented rechargeable, lithium polymer battery. Because this battery is available in a variety of shapes and sizes, SmartMetric can design its cards in similar variety of shapes. By utilizing this lithium polymer battery, the Smart Card can be as thin as .45mm in width.
The SmartMetric card has passed the ISO 7816 Flex requirements and will not break or crack when bent or flexed. The prototype card has been designed to meet UL requirements for crush test, drop test and nail test. It has been designed to operate in a wide range of temperatures.

The Smart Card has been designed to offer the option of a built-in radio frequency fingerprint transmitter for contactless entry and identity verification.

Marketing Agreement

On October 30, 2003, SmartMetric entered into an agreement with Information Spectrum, Inc., a company located in Annandale, Virginia. Information Spectrum, Inc. shall be referred to as ISI. Pursuant to this agreement, ISI shall seek to market SmartMetric’s Smart Card technology by actively seeking customers interested in purchasing, credential cards which incorporate SmartMetric’s patented Smart Card technology. Prior to ISI offering SmartMetric products by submitting a formal proposal, ISI and SmartMetric shall enter into a “Teaming Agreement” which will define each party’s rights and obligations concerning that particular sales opportunity. Every proposal will require its own Teaming Agreement.

Pursuant to this Agreement, ISI is the exclusive reseller of SmartMetric products to agencies of the United States government and the Government of Canada. In addition, ISI has the right of first refusal for other marketing, sales or re-sales opportunities for customers other than the United States or Canadian governments.

The terms of this agreement is two years and may be extended upon mutual agreement of the parties.

The Security Technology Industry
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 one or more of the following factors:
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, Web site 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, smart 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.

PINs and passwords may be forgotten, 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 face recognition and fingerprint matching. Other biometric systems utilize iris and retinal scanning, speech, facial thermograms and hand geometry.

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?) .

The SmartMetric Smart Card

The SmartMetric biometric smart card, an intelligent cryptographic platform, is a credit-card sized plastic card embedded with an integrated circuit chip and biometric fingerprint sensor. It 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 Smart Card will make it resistant to attack, as it will not need to depend upon potentially vulnerable external resources. Because of this characteristic, we expect that the SmartMetric Smart Card may be used in different applications which require strong security protection and authentication.

The physical structure of a smart card is specified by the International Standards Organization (“ISO”) 7810, 7816/1 and 7816/2. 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. A printed circuit and an integrated circuit chip are embedded on the card.

In the SmartMetric Smart card the printed circuit conforms to ISO standard 7816/3 which provides five connection points for power and data. It will be hermetically fixed in the recess provided for the card and will be burned onto the circuit chip, filled with a conductive material and sealed with contracts protruding. The printed circuit will protect the circuit chip from mechanical stress and static electricity. Communication with the chip will be accomplished through contacts that overlay the printed circuit. The integrated circuit chip defines the capability of a smart chip. Typically, an integrated circuit chip consists of a microprocessor, read only memory (ROM), non-static random access memory and electrically erasable programmable read only memory which will retain its state when the power is removed. The current circuit chip is made from silicon, which is not flexible and particularly easy to break. In order to avoid breakage when the card is bent, the chip is restricted to only a few millimeters in size.

Furthermore, the physical interface which allows data exchange between the integrated circuit chip and the card acceptor device will be limited to 9600 bits per second. The communication line is intended to be a bi-directional serial transmission line, which conforms to ISO standard 7816/3. All the data exchanges will be under the control of the central processing unit in the integrated circuit chip. Card commands and input data will be sent to the chip that responds with status words and output data upon the receipt of these commands and data. Information will be 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 massive data attack on the card.

In general, the size, the thickness and bend requirements for the smart card were designed to protect the card from being spoiled physically. However, this also limits the memory and processing resources that may be placed on the card. In the past, industry participants have encountered particular difficulty in attempting to integrate high memory chips and finger sensor technology that will withstand both the size constraints and physical daily usage such as bending in a user’s wallet sitting in his back pocket. We believe SmartMetric has met and overcome the physical demands of the credit card to produce what is a powerful on-card computer processor with state-of-the-art biometric technology.
 
The Patents

Applied Cryptography, Inc., a company owned and controlled by Colin Hendrick, President and CEO of SmartMetric, owns a patent pending for a Smart Card process. This patent pending has been licensed to SmartMetric.

The patent asserts claims to the following processes:

License Agreements

On August 1, 2004, SmartMetric entered into a license agreement with Applied Cryptography, Inc., a Nevada corporation which is owner of certain technology for which a patent was issued from the United States and is pending in Australia. Pursuant to the license agreement, SmartMetric has the right to make use of this technology for the purpose of developing software and systems to be used by SmartMetric to provide certain applications including any or all of the following: 1) secure transactions over the Internet from home and office computers; 2) an automatic method for connecting to remote computers; 3) a method of developing targeted advertising to home and/or office computers; 4) identity verification and access control as provided for in the patent. Colin Hendrick, President, Chief Executive Officer and Chairman of the Board of Directors of SmartMetric, is the sole officer and shareholder of Applied Cryptography, Inc.

Pursuant to this license agreement, Applied Cryptography, Inc. will receive 2% of all revenues generated by SmartMetric on products which utilize this patented technology. The license fee will be paid on a quarterly basis based on revenues received during that quarter. The license fee shall be due within 45 days of the end of each quarter. In the event no revenues were generated through the use of any of the licensed patents during a given quarter, no money shall be owed Applied Cryptography, Inc. for such quarter. Late license fees shall accrue interest at a rate of 2% per quarter. Applied Cryptography, Inc. may rescind the license agreement and reclaim all rights and interest in the patents if certain events, such as SmartMetric’s filing for bankruptcy protection or reorganization, occur.

This license agreement will remain in effect for the lives of the patent. SmartMetric may utilize their patented technological applications anywhere in the world without limitation.

Competition

SmartMetric is a company involved in identity management. This industry is dominated by several large international corporations such as BioNetrix, Keyware, Genplus and Precise Biometrics, all of which manufacture and/or distribute and market identity management products. These companies and may others are more established than SmartMetric, which will put it at a competitive disadvantage. SmartMetric will be competing with these as well as smaller and mid-size identity management manufactures, distributors, and developers.

Facilities

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

Legal Proceedings

Neither SmartMetric, nor any of its officers, directors or controlling shareholders are parties to any current litigation or aware of any threatened litigation against them.

Employees

SmartMetric currently has 1 full time employee; Colin Hendrick. Mr. Hendrick does not belong to any unions.

MANAGEMENT

Directors and Executive Officers

Set forth below is certain information regarding the directors and executive officers of SmartMetric.

Set forth below is information regarding the officers and directors of SmartMetric:
 
 
Name
 
Age
 
Position with the Company



 
Colin Hendrick
314 Brooklyn Avenue Brooklyn, New York 11213
48
 
President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board
 
Peter Sleep
3 Bernadette Court
East Doncaster, Victoria Australia
 
59
 
Secretary, and Director
 
Joseph Katzman
790 Montgomery Street Brooklyn, New York 11213
 
47
 
Director

BIOGRAPHY

COLLIN HENDRICK , has been President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of SmartMetric since the Company’s inception in 2002. He has served as President and CEO of Smart Micro Chip, Inc., an Australian corporation from 2000 to 2002. From 1999 to 2001, Mr. Hendrick was President and Chief Executive Officer of Smarticom Inc. and Fast Econ, Inc., Australian corporations. From 1994 to 1998, Mr. Hendrick served as executive officer of Applied Computing Science (Australia), an Australian company involved in e-commerce systems, research and development. Mr. Hendrick attended Dandenong College in Australia.

PETER SLEEP, has been Secretary and a director of SmartMetric since January 2003. From November 1996 to January 2003, Mr. Sleep was Vice President of Smart MicroChip, Inc., an Australian corporation. Mr. Sleep attended Brunswick Technology School and Footscray College, both located in Australia.

JOSEPH KATZMAN , has been a director of SmartMetric since January 2003. Since 1993, he has been host and executive producer of A Cable To Jewish Life , a television talk show. From 1991 to 2000, he was the New York office administrator of congregation Yeshiva Tomchei Tmimim Lubavitch. Mr. Katzman is a graduate of KfarChabad and the Rabinical College of Canada.
 
     
 
Executive Compensation

The following summary compensation table sets forth compensation information for services performed during the fiscal years ended June 30, 2003 and 2004 by SmartMetric's executive officers.

SUMMARY COMPENSATION TABLE

Name and Principal
Position
Fiscal
Year
Annual
Compensation



 
Collin Hendrick (1)
 
2003
 
$0
 
2004
$0
 
 
 
Peter Sleep
2003
$0
 
2004
$0
_________________
(1) SmartMetric has entered into an employment agreement with Mr. Hendrick. Pursuant to SmartMetric's one-year employment agreement with Mr. Hendrick, he shall receive an annual salary of $170,000, which shall commence upon SmartMetric’s achieving $1,000,000 in sales revenues. Prior to such time, SmartMetric may pay Mr. Hendrick a salary of 25% of offering proceeds received from this or subsequent offerings, up to $170,000. Mr. Hendrick is eligible for an annual bonus based on certain performance criteria to be determined by a Compensation Committee of the board of directors at a later date. The Compensation Committee shall be comprised of at least three directors, the majority of whom shall be independent. Mr. Hendrick’s employment may be terminated for cause at any time and may be renewed upon mutual agreement of SmartMetric and Mr. Hendrick. According to the employment agreement, any inventions, ideas, disclosures and improvements made or conceived by Mr. Hendrick during his employment, including adoptions and improvements to existing patents, shall be the property of Mr. Hendrick.

Description of Securities

Common Stock

SmartMetric is authorized to issue 95,000,000 shares of common stock, $.001 par value, of which 50,000,000 have been designated Class A common stock. The Class A common stock and the common stock are identical. There are 50,000,000 Class A common stock outstanding, and 8,560,257 shares of otherwise undesignated common stock issued and outstanding as of June 30, 2004. Each outstanding share of common stock of SmartMetric is entitled to one vote, either in person or by proxy, on all matters that may be voted upon by the owners thereof at meetings of the stockholders. Unless otherwise indicated, reference to “common stock” includes both the Class A common stock and undesignated common stock.

The holders of shares of SmartMetric do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so chose. In such event, the holders of the remaining shares will not be able to elect any of SmartMetric's directors. SmartMetric's current shareholders will own approximately 99.1% of the common shares outstanding after the minimum offering and 93.6% after the maximum offering.

SmartMetric intends to adopt an employee stock option plan in the near future.

Preferred Stock

SmartMetric is authorized to issue 5,000,000 shares of preferred stock, $.01par value. The preferred stock may be issued in one or more series and with such designations, rights, preference, privileges, qualifications, limitations and restrictions as shall be stated and expressed in a resolution of the Board of Directors providing for the creation and issuance of such preferred stock. There are no shares of preferred stock issued or outstanding.

Dividends

SmartMetric has paid no dividends to date, and does not intend to pay dividends in the near future.

Transfer Agent

SmartMetric has appointed Olde Monmouth Stock Transfer to serve as Transfer Agent after the merger.

Principal Shareholders

The following table sets forth certain information regarding the beneficial ownership of the SmartMetric's common stock as of the date of this prospectus by (i) each person known to SmartMetric to beneficially own 5% or more of SmartMetric's common stock, (ii) each director of SmartMetric and (iii) all directors and executive officers of SmartMetric as a group. All information with respect to beneficial ownership has been furnished to SmartMetric by the respective director, executive officer or 5% shareholder, as the case may be.    

   
NAME/ADDRESS
BENEFICIAL
OWNER
NUMBER
OF
SHARES
% BEFORE THE
OFFERING
% AFTER
THE MINIMUM OFFERING(1)
% AFTER
THE MAXIMUM OFFERING(1)
Colin Hendrick
314 Brooklyn Avenue
Brooklyn, New York 11213
49,500,000
84.5%
83.8%
79.12%
Peter Sleep    
3 Bernadette Court
East Doncaster, Victoria
Australia
300,000
.5%
.5%
.48%
Joseph Katzman    
790 Montgomery Street
Brooklyn, New York 11213
0
0%
0%
0%
All Officers and Directors
as a Group (3 persons)
49,800,000
85%
84.3%
79.6%
  1. Each shareholder has sole voting and investment power with respect to his/her shares.
  2. Based on 59,060,257 shares to be outstanding after the Minimum Offering and 62,560,257 after the Maximum Offering.
Certain Relationships and Related Transactions

SmartMetric was incorporated in the State of Nevada on December 18, 2002. In October 2003, SmartMetric sold 50,000,000 shares of common stock to its president and chief executive officer, Colin Hendrick, at $.001 per share for a total of $50,000. Between November 2003 and June 30, 2004 SmartMetric sold 8,560,257 shares to Mr. Hendrick at $0.01 per share for a total of $85,602.57. In August 2004, these 8,560,257 shares were assigned to approximately 600 people for no consideration.

On August 1, 2004, SmartMetric entered into a license agreement with Applied Cryptography, Inc., a company owned and controlled by Colin Hendrick, President and CEO of SmartMetric, pursuant to which Applied Cryptography, Inc. has agreed to license a patent-pending owned by that company. Applied Cryptography, Inc. shall receive a license fee of the greater of 2% of the sales price of any licensed product or the fair market value of any license products.

LEGAL MATTERS

An opinion as to the validity of the securities offered hereby has been passed upon for SmartMetric by Schonfeld & Weinstein, L.L.P., 80 Wall Street, Suite 815, New York, New York, counsel to SmartMetric. Schonfeld & Weinstein, L.L.P. is a shareholder of SmartMetric.

EXPERTS

The consolidated balance sheets of SmartMetric as of June 30, 2004 and June 30, 2003, and the related consolidated statements of operations, changes in stockholders' equity (deficit) and cash flows for the year ended June 30, 2004 and for the period December 18, 2002 to June 30, 2003 included in this Prospectus and incorporated by reference in the registration statement, have been audited by Michael T. Studer, CPA, PC, independent auditor, as stated in his report appearing in this prospectus and incorporated by reference in the registration statement, and are included and incorporated by reference in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

SELLING SHAREHOLDERS

Shareholders
Number of Shares held
Number of shares being offered
Number of shares held after offering
% of shares held after maximum offering
Colin Hendrick
49,500,000
3,000,000
46,500,000
79.4%
Eisman Levine Lehrhaupt & Kakoyiannis P.C.
500,000
500,000
0
0%
Milica Ivanovic
1,259
1,259
0
0%
Abraham Gutnick
65,000
65,000
0
0%
Ambrose Ryan
42,500
42,500
0
0%
Andrew Schofield
9,750
9,750
0
0%
Applied MicroMedia Pty Ltd
32,500
32,500
0
0%
Barry Singer
6,500
6,500
0
0%
Brett Wilson
6,500
6,500
0
0%
Byarmi Pty Ltd
32,500
32,500
0
0%
Crisp Holdings Pty Ltd
180,000
180,000
0
0%
David Neates
32,500
32,500
0
0%
David Robson
40,930
40,930
0
0%
Day by Day Charter
(St.Germain)
91,000
91,000
0
0%
G. D. & Co Nominees Pty Ltd
39,000
39,000
0
0%
Geoff Peterson
42,000
42,000
0
0%
Geoff Peterson
42,000
42,000
0
0%
Geoffery J. Bird
6,500
6,500
0
0%
Greg Baker & Associates
8,034
8,034
0
0%
H & J Lawson
9,750
9,750
0
0%
Ian R. Phillips
5,000
5,000
0
0%
John Fakhri
13,000
13,000
0
0%
John Salm
27,000
27,000
0
0%
Karlene Joy (Jaeger) Baker
6,200
6,200
0
0%
Keith Martin
4,030
4,030
0
0%
Kramar Pty Ltd
3,000
3,000
0
0%
Lemuel Investments Ltd
143,000
143,000
0
0%
Marcel Kalfus
25,000
25,000
0
0%
Matthew Belot
8,000
8,000
0
0%
Merlin Glen Pty Ltd
14,300
14,300
0
0%
Mr. Smith
5,000
5,000
0
0%
Peter Sleep
260,000
260,000
0
0%
Post 'N Save Prints
45,000
45,000
0
0%
Robert Gordon
18,364
18,364
0
0%
Robert O'Neil
19,500
19,500
0
0%
Trudy Ballis
25,000
25,000
0
0%
William G. Woods
2,000
2,000
0
0%
David Chell
3,200
3,200
0
0%
Barbara Ratcliffe
5,000
5,000
0
0%
Dragan Ivanovic
3,162
3,162
0
0%
Gregory John Lang
6,400
6,400
0
0%
Ian James Sargent
6,400
6,400
0
0%
Lucy Bassie-Wade
3,200
3,200
0
0%
Murray Sargent
6,400
6,400
0
0%
Silvasi Enterprises Pty Ltd
6,307
6,307
0
0%
Suzanne Drury
6,309
6,309
0
0%
Henry George Ritchie
1,000
1,000
0
0%
Linda McLeland
2,000
2,000
0
0%
Pamela H. McLeland
6,000
6,000
0
0%
Virginia Lydiard
2,000
2,000
0
0%
Christine de Villeneuve
3,750
3,750
0
0%
John Richard Gibbons
6,000
6,000
0
0%
Kathryn Wilson
2,250
2,250
0
0%
Paul George Southern
6,000
6,000
0
0%
Adrian Straiton
2,400
2,400
0
0%
Anne Treadwell
4,830
4,830
0
0%
Ann-Sophie Aberg
4,000
4,000
0
0%
Auaform Pty Ltd
6,000
6,000
0
0%
Barbera Robinson
2,000
2,000
0
0%
Beverley Farrugia
3,000
3,000
0
0%
Brian Smith
2,100
2,100
0
0%
Caryl Palmer
3,000
3,000
0
0%
Cassandra Marr Wilson
3,000
3,000
0
0%
Cavallo Superannuation Fund
4,500
4,500
0
0%
Christine Dolle
2,100
2,100
0
0%
Colleen King
22,500
22,500
0
0%
Con Poulos
9,175
9,175
0
0%
Deirdre Connors
15,000
15,000
0
0%
Dennis Beatty
3,000
3,000
0
0%
Dimitrios Aris Tzortzis
17,247
17,247
0
0%
Fletcher McKee
6,000
6,000
0
0%
Francis Spice
3,000
3,000
0
0%
G.R. & K M. Maher
6,000
6,000
0
0%
Gary I. Brodie
2,000
2,000
0
0%
George Tsoromoks
4,283
4,283
0
0%
Graham Gawne &
Julie Robinson
2,400
2,400
0
0%
Greg Prerau
2,001
2,001
0
0%
Harriet Marr Wilson
2,250
2,250
0
0%
Heather Keans
3,750
3,750
0
0%
Ian Nicholson
3,000
3,000
0
0%
J.S. & A.C. Coleman
6,000
6,000
0
0%
Janette Lenz
2,001
2,001
0
0%
Maureen Bevilacqua
7,632
7,632
0
0%
Milan Secerov
10,000
10,000
0
0%
Jarberg Investments
15,000
15,000
0
0%
Jennifer Isaacs
4,000
4,000
0
0%
John Dangar
12,179
12,179
0
0%
Judith P. Pearson
6,000
6,000
0
0%
Just Amo Pty Ltd
30,150
30,150
0
0%
Just Solar Pty Ltd
6,000
6,000
0
0%
Kay Straiton
15,000
15,000
0
0%
Kelly Superannuation Fund
6,000
6,000
0
0%
Kenneth Bain
25,500
25,500
0
0%
Kerstin Kolb
5,000
5,000
0
0%
Kimberly Frykberg
6,000
6,000
0
0%
Kirsten Gridley
2,500
2,500
0
0%
L Musgrave*, S Scott,
G Ravenswood
2,301
2,301
0
0%
Lamplough Pension Fund
6,000
6,000
0
0%
Laurence Wheeler
2,001
2,001
0
0%
Leanne Flack
2,001
2,001
0
0%
Leigh Nicholls
7,500
7,500
0
0%
Lesley Price
6,000
6,000
0
0%
Margaret Henley
2,000
2,000
0
0%
Margaret Sutherland
2,001
2,001
0
0%
Matthew Conners
30,000
30,000
0
0%
Mojo Productions Pty Ltd
30,150
30,150
0
0%
Monica McRea
2,000
2,000
0
0%
Noel & Susan Borel
2,001
2,001
0
0%
P & S Lamplough
11,250
11,250
0
0%
Patricia McNamarra
4,000
4,000
0
0%
Pauline Francis Marr
3,000
3,000
0
0%
Rafe A. Greenlaw
2,100
2,100
0
0%
Robin Bendick
2,000
2,000
0
0%
Ross A. McGuire
4,830
4,830
0
0%
S. Hennessy & R. Brown
7,500
7,500
0
0%
Simon Grey
3,200
3,200
0
0%
Stephen Kossew & M.F.Godin
3,600
3,600
0
0%
Timothy B. Marsh
3,000
3,000
0
0%
Timothy David Hall
2,250
2,250
0
0%
Tinkle Tinkle Superannuation
Fund
6,000
6,000
0
0%
Black Shamrock Investments
6,000
6,000
0
0%
Graeme McLean
4,500
4,500
0
0%
Jean Rollison
2,000
2,000
0
0%
Judith Cunningham
2,000
2,000
0
0%
Noelle Bassett
9,000
9,000
0
0%
Res Bella Pty Ltd
Superannuation Fund
10,500
10,500
0
0%
Russell & Lynette Cartledge
6,000
6,000
0
0%
Courtney Chevallier
5,262
5,262
0
0%
Roslyn Jill Fagan
5,251
5,251
0
0%
Sandra Booth
7,500
7,500
0
0%
Taylor'd Solutions Pty Ltd
12,000
12,000
0
0%
Vincent Favaloro
7,500
7,500
0
0%
Alex Eledman
25,000
25,000
0
0%
Ben & Hedy Lachman
25,000
25,000
0
0%
Daniel G. Kahn
Shira L. Orenstein
20,000
20,000
0
0%
Dennis Metz
30,000
30,000
0
0%
Elliot & Nomi Zomick
8,000
8,000
0
0%
Herbert Czermak
25,000
25,000
0
0%
Jerome Bloom
30,000
30,000
0
0%
Joseph & Sheila Selig
25000
25000
0
0%
Mark & Livia Rottenberg
25,000
25,000
0
0%
Maurice Katz
25,000
25,000
0
0%
Norman Braun
25,000
25,000
0
0%
Peter Ruzohorsky
40,000
40,000
0
0%
Sol & Miriam Kanarek
25,000
25,000
0
0%
Steven & Robin Weinstein
105,000
105,000
0
0%
Zek Equity Corp
CIO Zeichner, Ellman & Krause LLP
25,000
25,000
0
0%
Dwight & Michelle Hershman
15000
15000
0
0%
Christine Nydegger
6,000
6,000
0
0%
Beverly Case
19,200
19,200
0
0%
Robyn C. A. Dangar
3,687
3,687
0
0%
Bohumir Fiala
4,050
4,050
0
0%
Cassandra James
2,000
2,000
0
0%
Garry Davis
4,330
4,330
0
0%
Gwendoline Wyrznski
2,130
2,130
0
0%
Jennifer Banfield
2,211
2,211
0
0%
Kathleen O'Hare
2,000
2,000
0
0%
Maria Sharma
4,800
4,800
0
0%
Ross Jullienne
2,712
2,712
0
0%
Alda Lorene Siebrands
5,250
5,250
0
0%
Ann Robinson
2,000
2,000
0
0%
Barbara Ross
2,260
2,260
0
0%
Caroline Crilly
2,192
2,192
0
0%
David Grove
4,500
4,500
0
0%
Diana Craddock
2,000
2,000
0
0%
Monique M. Wilding
2,000
2,000
0
0%
Richard Wild
5,272
5,272
0
0%
Nicole van Zeggeren &
Angela Astone
5,346
5,346
0
0%
Caryl Palmer
7,000
7,000
0
0%
Clare McNamara
5,000
5,000
0
0%
Jean Frost
5,000
5,000
0
0%
Kyung Lee
25,040
25,040
0
0%
Maia Richmond-Tanner
5,000
5,000
0
0%
Nicholas Hamilton
5,000
5,000
0
0%
Peter & Christine Hamilton
6,000
6,000
0
0%
Bradley James Leonard
5,236
5,236
0
0%
Celestino Cavallo
7,908
7,908
0
0%
Diana Craddock
2,629
2,629
0
0%
Garry & Sandra Davis
5,329
5,329
0
0%
Jennifer Banfield
2,691
2,691
0
0%
Martina van Gasselt
5,381
5,381
0
0%
N van Zeggeren & A Astone
5,346
5,346
0
0%
Sandra Booth
3,226
3,226
0
0%
Susan Iddles
3,764
3,764
0
0%
Vesna Trajanoska
11,274
11,274
0
0%
Bohumir Fiala
16,950
16,950
0
0%
Maggie Keys
8,547
8,547
0
0%
Adrian Straiton
11,813
11,813
0
0%
Christine Nydegger
8,339
8,339
0
0%
Colleen King
58,125
58,125
0
0%
G. D. & Co Nominees Pty Ltd
26,250
26,250
0
0%
Jennifer Banfield
34,125
34,125
0
0%
John Richard Gibbons
34,125
34,125
0
0%
Kay Straiton
43,331
43,331
0
0%
Lesley Price
31,500
31,500
0
0%
Robert Towers & Assc P/L
Retirment Fund
16,644
16,644
0
0%
Successful Money Management
6,000
6,000
0
0%
Barbara Ross
1,629
1,629
0
0%
Evelyn Clair Mahony
2,719
2,719
0
0%
Kathryn Wilson
1,620
1,620
0
0%
Mary Gibson
3,240
3,240
0
0%
Ann Gaby
4,050
4,050
0
 
Ann Robinson
1,620
1,620
0
0%
Barbara Whitfield
1,620
1,620
0
0%
Belinda Freeman
1,620
1,620
0
0%
Brett Anthony Dyer
1,620
1,620
0
0%
C. M. (Kay) Schemmer
4,050
4,050
0
0%
Christine P. Matthews
1,620
1,620
0
0%
Christopher Bassett
4,860
4,860
0
0%
David W. Preston
1,620
1,620
0
0%
Doris Vassallo
1,620
1,620
0
0%
Elizabeth Myes
2,430
2,430
0
0%
Grant Andrew Dyer
1,620
1,620
0
0%
Hector Ditton
4,050
4,050
0
0%
Jason Bassett
4,860
4,860
0
0%
Jeanette Allum
3,240
3,240
0
0%
John & Deborah Smith
1,620
1,620
0
0%
John Hickey
4,050
4,050
0
0%
Justine Myers
1,620
1,620
0
0%
Justine Straiton
1,620
1,620
0
0%
Kelly Superannuation Fund
2,430
2,430
0
0%
Leonie Smallwood
1,620
1,620
0
0%
Linda Daly
1,620
1,620
0
0%
Lyn Hedley
2,835
2,835
0
0%
Lynn Stevenson
1,620
1,620
0
0%
Matria Madison
1,620
1,620
0
0%
Paul S. Lees
1,620
1,620
0
0%
Penelopie Erikson
1,620
1,620
0
0%
Philip Grant &
Suzanne Lesley Lamolough
4,050
4,050
0
0%
Rafe A. Greenlaw
4,848
4,848
0
0%
Robert & Narelle Renfew
1,620
1,620
0
0%
Ron Cooper
8,910
8,910
0
0%
Rosemary Brown &
Simon Hennessey
1,620
1,620
0
0%
Russell Finch
4,050
4,050
0
0%
Ruth Smith
1,620
1,620
0
0%
Sandra Booth
4,050
4,050
0
0%
Shelly Anne Dyer
1,620
1,620
0
0%
Shirley Mordey
8,100
8,100
0
0%
Sky Grace Pty Ltd
4,050
4,050
0
0%
Sonia Venn
1,620
1,620
0
0%
Steven & Kim Young
1,620
1,620
0
0%
Terry Strachan
1,620
1,620
0
0%
William & Vicki Dyer
16,200
16,200
0
0%
Angela Kate Cerniauskas
405
405
0
0%
Anne Layton
2,000
2,000
0
0%
Anne Turner
1,000
1,000
0
0%
Anne Wehr
2,000
2,000
0
0%
Beverly Case
16,446
16,446
0
0%
Christine Nydegger
2,250
2,250
0
0%
Claire Chittock
2,000
2,000
0
0%
Clare Mary Cerniauskas
405
405
0
0%
Denise Greenwell
2,000
2,000
0
0%
Ecila Simpson
1,000
1,000
0
0%
Edward & Dawn Sheedy
2,000
2,000
0
0%
Frances A. & Carmal J. Woods
1,620
1,620
0
0%
Ian Nicholson
2,500
2,500
0
0%
Jannette Wells
1,620
1,620
0
0%
Jannette Wells
2,000
2,000
0
0%
Jill Shaw
2,000
2,000
0
0%
John Henry &
Denise Cerniauskas
7,695
7,695
0
0%
John James Cerniauakas
405
405
0
0%
Julie Anne Martin
4,050
4,050
0
0%
Kathleen Lilian O'Hare
1,620
1,620
0
0%
Kim Sharp
2,430
2,430
0
0%
Mark Peter Cerniauskas
405
405
0
0%
Martin Adrin Pronk
8,100
8,100
0
0%
Maurice Nairn
2,000
2,000
0
0%
Mona A. Woods
1,060
1,060
0
0%
Monica Helen Cerniauskas
405
405
0
0%
Roderick Waalkens
2,000
2,000
0
0%
Susan Borel
2,000
2,000
0
0%
Susan Mitchell
3,240
3,240
0
0%
Susanne Leonard
2,000
2,000
0
0%
Tanya King
3,000
3,000
0
0%
Trevor & Nola Bartlett
2,000
2,000
0
0%
Abingdon Engineering
Services Super Fund
4,050
4,050
0
0%
Astrida Upitis
2,430
2,430
0
0%
Bruce Pawson
2,430
2,430
0
0%
Cedric & Jean Stuart-Sharpe
4,050
4,050
0
0%
Christine Rosney Leeden
1,620
1,620
0
0%
Colleen Giddey
810
810
0
0%
David R. Vitney
1,620
1,620
0
0%
Diana Craddock
1,620
1,620
0
0%
Duane Edward Goodger
1,620
1,620
0
0%
Elizabeth Crocket
2,430
2,430
0
0%
Jane Lindsay Tickner
3,240
3,240
0
0%
Joan Balding
3,240
3,240
0
0%
Julieanne Widdup
2,430
2,430
0
0%
Kim Giddey
810
810
0
0%
Kirsten Gridley
2,754
2,754
0
0%
Liz Boniello
1,620
1,620
0
0%
Lorie Corrigan
1,620
1,620
0
0%
Merchandising Solutions
Australia Pty Limited
4,200
4,200
0
0%
Patricia Pearson
810
810
0
 
Peter & Kathleen Murphy
4,050
4,050
0
0%
Peter John &
Susan Rosemary Goodger
4,455
4,455
0
0%
Peter Wallace
1,620
1,620
0
0%
Robyn C. A. Dangar
1,620
1,620
0
0%
Ron Cooper
4,050
4,050
0
0%
Samantha Mitchell
1,620
1,620
0
0%
Sandra Booth
8,100
8,100
0
0%
Simon Tickner
3,240
3,240
0
0%
Ugi Kazakas
1,620
1,620
0
0%
Vanbase Pty Ltd
8,100
8,100
0
0%
Wilhelmus Johannus van Brakel
8,100
8,100
0
0%
William M. Skane
1,620
1,620
0
0%
Alan Arthur Pointon
1,620
1,620
0
0%
Colin & Robyn Christie
1,620
1,620
0
0%
Philip Grant &
Suzanne Lesly Lamplough
4,050
4,050
0
0%
Philip John Eggeling
1,620
1,620
0
0%
Ronia M. Bourke
1,620
1,620
0
0%
Sandra Lawrence
4,050
4,050
0
0%
Steve Cvetan Trajanoski
4,050
4,050
0
0%
Vesna Trajanoski
4,050
4,050
0
0%
Winsome Russell Lamplough
8,100
8,100
0
0%
Yvonne Eggeling &
Brendan McKeown
1,782
1,782
0
0%
Ace Trajanoska
4,050
4,050
0
0%
Anne M. Turner
8,100
8,100
0
0%
Brook N. N. Milne
1,620
1,620
0
0%
Candice Zbroja
2,430
2,430
0
0%
Charles & Jay Zbroja
1,620
1,620
0
0%
Christine de Villeneuve
8,100
8,100
0
0%
Clare McNamara
1,620
1,620
0
0%
Diana Craddock
1,620
1,620
0
0%
John Gagen
4,050
4,050
0
0%
Julie Martin
8,550
8,550
0
0%
Lamplough Pension Fund
4,050
4,050
0
0%
Leslie Vago
17,100
17,100
0
0%
Lydia Lowit
4,050
4,050
0
0%
Margaret L. Milne
8,100
8,100
0
0%
Marilyn A. Sullivan
1,620
1,620
0
0%
Michael John &
Kirstine Jane McNally
3,240
3,240
0
0%
Nick & Maria Glinatsis
1,620
1,620
0
0%
Nicole M. Mannix
1,620
1,620
0
0%
Noelle Bassett
44,250
44,250
0
0%
Peter & Judy Ratcliffe
3,240
3,240
0
0%
Ron Cooper
8,700
8,700
0
0%
Sarah Louise Hardy
1,620
1,620
0
0%
Shirley & Harold Bambridge
1,620
1,620
0
0%
Shirley Mordey
8,100
8,100
0
0%
Shirley Mordey
8,100
8,100
0
0%
Shirley Mordey
16,200
16,200
0
0%
Simon Gray
1,620
1,620
0
0%
Skygrace Pty Ltd
ATF The Willis Family Trust
4,050
4,050
0
0%
The Thompson Superannuation Fund
1,620
1,620
0
0%
William & Vicki Dyer
3,240
3,240
0
0%
Benjamin Willem Pereira
2,000
2,000
0
0%
Brian Alan &
Robyn May Stevens
2,430
2,430
0
0%
Elisabeth Neyenhuizen
4,000
4,000
0
0%
Helen Thompson &
David Godbold
1,620
1,620
0
0%
Leigh Nicholls
12,150
12,150
0
0%
Lesley Smallwood
2,025
2,025
0
0%
Mark & Elaine Dyson
1,620
1,620
0
0%
Patrick Guinan
3,240
3,240
0
0%
Roman Joshua Pereira
2,000
2,000
0
0%
Akash Olver
17,400
17,400
0
0%
Jack Allanach
8,100
8,100
0
0%
Ken Bain
54,000
54,000
0
0%
Olga Harrington
4,050
4,050
0
0%
Patricia H. Silverosa
4,050
4,050
0
0%
Peter Douglas NcNeill &
Diana Lillian Baker
2,430
2,430
0
0%
Verena S Allanach
8,100
8,100
0
0%
Veronica Hehir
1,620
1,620
0
0%
Andrew & Julie Burston
12,150
12,150
0
0%
Ashley Ray
1,883
1,883
0
0%
Emma Ray
1,883
1,883
0
0%
Jason R Anderson
1,883
1,883
0
0%
Kelly Anderson
1,883
1,883
0
0%
Shane Anderson
1,883
1,883
0
0%
Tim Ray
1,883
1,883
0
0%
Vanessa Neal
1,883
1,883
0
0%
Carol Lorain Baker
1,620
1,620
0
0%
Colleen King
19,166
19,166
0
0%
Duncan Boyd Smith
1,620
1,620
0
0%
Marilyn A. Sullivan
1,620
1,620
0
0%
Nicole Smith
1,620
1,620
0
0%
S, P & J Howe
2,325
2,325
0
0%
Shirley Mordey
19,500
19,500
0
0%
Trica Grima
5,670
5,670
0
0%
Daphne Hollier
9,000
9,000
0
0%
Dawn Sheedy
3,840
3,840
0
0%
Helga Monks
9,600
9,600
0
0%
Julie Gay Bettson
8,910
8,910
0
0%
Julie Martin
7,400
7,400
0
0%
Lyn Hedley
1,920
1,920
0
0%
Paul W. Wynn
100,395
100,395
0
0%
Ron Cooper
30,000
30,000
0
0%
Russell Finch
8,850
8,850
0
0%
Sally McLeland
1,924
1,924
0
0%
Tiger & Julie-Ann Anderson
131,663
131,663
0
0%
Allen John &
Debbie Elaine Pemberton
1,920
1,920
0
0%
Andrew McCotter
2,000
2,000
0
0%
Barry Colin Troy
1,920
1,920
0
0%
Ben Rushton
4,880
4,880
0
0%
Bohumir Fiala
19,200
19,200
0
0%
Denise M. Rufus
2,880
2,880
0
0%
Marilyn Sullivan
2,880
2,880
0
0%
Ms Esther Beaton &
Nicholas Gleitzman
1,920
1,920
0
0%
Jean Rollison
1,920
1,920
0
0%
Jeanette Allum
1,920
1,920
0
0%
Julie Mullinger
2,000
2,000
0
0%
Lore Ollerenshaw
1,920
1,920
0
0%
Lynne Robyn Ahern
7,313
7,313
0
0%
Marilyn A. Sullivan
1,920
1,920
0
0%
Patricia Crompton
2,880
2,880
0
0%
Peter Atkins
9,600
9,600
0
0%
Philip Grant Lamplough
4,800
4,800
0
0%
Redelvo Pty Ltd
1,920
1,920
0
0%
Rita Burrows
1,920
1,920
0
0%
Ron Churcher
1,920
1,920
0
0%
William Geoffery Havenstein
4,800
4,800
0
0%
William Noonan
1,920
1,920
0
0%
Winsome Russell Lamplough
4,800
4,800
0
0%
Robyn C. A. Dangar
100,000
100,000
0
0%
John Dangar
200,000
200,000
0
0%
Peter J. Sleep
300,000
300,000
0
0%
Robyn C. A. Dangar
100,000
100,000
0
0%
John Dangar
200,000
200,000
0
0%
Trinity Trust
500,000
500,000
0
0%
Denise Greenlaw
9,600
9,600
0
0%
Furdan Pty Ltd
22,500
22,500
0
0%
Juergan & Kay Heindke
19,200
19,200
0
0%
Milton Harmelink
2,880
2,880
0
0%
Robert Moree
7,680
7,680
0
0%
Jeonard Williams
2,000
2,000
0
0%
Stephnie Rushton
2,000
2,000
0
0%
Sandra Ann Rushton
10,000
10,000
0
0%
Beverley Case
19,200
19,200
0
0%
Juergen & Kay Heindke
19,200
19,200
0
0%
Ross Hilton & Judith Ann
Jullienne
1,980
1,980
0
0%
Kathleen O'Hare
1,980
1,980
0
0%
Ronald Cooper
34,125
34,125
0
0%
Leslie Vago
19,800
19,800
0
0%
Juergen & Kay Heindke
9,600
9,600
0
0%
Lifetrack Financial Services
9,900
9,900
0
0%
G. M. Parrett
7,200
7,200
0
0%
C. E . Lieshout
6,720
6,720
0
0%
Sandra Booth
21,120
21,120
0
0%
William & Lynda Hadlow
12,800
12,800
0
0%
Nicole Smith
1,920
1,920
0
0%
Marilyn Sullivan
2,880
2,880
0
0%
Jennifer Booth
1,920
1,920
0
0%
Ron Churcher
1,920
1,920
0
0%
Michael McCurtayne
1,920
1,920
0
0%
Phillip Williams
3,000
3,000
0
0%
Parameters (Mitchell) Staff
Benefit Fund
10,000
10,000
0
0%
Shirley Ann Svalbe
1,920
1,920
0
0%
Ms Janet Reinkowsky
1,920
1,920
0
0%
Ms Kathryn Doncon
1,920
1,920
0
0%
Mr Kyle Kalsow
1,920
1,920
0
0%
Mr Matthew Kalsow
1,920
1,920
0
0%
Mr Peter Goodger
1,920
1,920
0
0%
Ms Jennifer Kean
1,920
1,920
0
0%
Mr Ronald Parrett
1,920
1,920
0
0%
Mrs Jean Stanton
1,920
1,920
0
0%
Ms Lesley Church
4,800
4,800
0
0%
Ms Tricia Rae Southwell
4,800
4,800
0
0%
Ms Kim Louise Southwell
4,800
4,800
0
0%
PG Lamplough Pty Ltd
4,800
4,800
0
0%
Ms Winsome Russell Lamplough
4,800
4,800
0
0%
Ms Sandra Lawrence
4,800
4,800
0
0%
Ms Jill Rowley
4,800
4,800
0
0%
Lamplough Pension Fund
4,800
4,800
0
0%
Mr Alan Myall
9,600
9,600
0
0%
Ms Helen Susan Southwell
9,600
9,600
0
0%
Ms Katie Maree Southwell
9,600
9,600
0
0%
Ms Susan Iddles
9,600
9,600
0
0%
Ms Marcia Resch
9,600
9,600
0
0%
Mr Shane Kelso Fagan
9,600
9,600
0
0%
Mr Rosslyn Jill Fagan
9,600
9,600
0
0%
Ms Noelle Bassett
9,600
9,600
0
0%
Mr Melissa Jane Fagan
9,600
9,600
0
0%
Mr Fiona Elizabethe Fagan
19,200
19,200
0
0%
Ms Raymond John Southwell
19,200
19,200
0
0%
Parameters (Mitchell) Staff
Benefit Fund
10,000
10,000
0
0%
Ms Helen Thompson
2,880
2,880
0
0%
Mr Alan Bains
7,500
7,500
0
0%
Ms Sheila Johnson
2,400
2,400
0
0%
Mr Laurence Guest
2,400
2,400
0
0%
Mr William Colhoun
1,920
1,920
0
0%
Ms Sandra Young
2,880
2,880
0
0%
Ms Roasline Szeto
48,000
48,000
0
0%
Ms Sandra Booth
11,584
11,584
0
0%
Mr Ron Cooper
17,820
17,820
0
0%
Bodnant Investments Pty Ltd
7,000
7,000
0
0%
Mr David Dickes
5,000
5,000
0
0%
Ms Marie-France Godin
5,000
5,000
0
0%
Mr Graham Gawne
7,500
7,500
0
0%
Mr Robert Leo
29,250
29,250
0
0%
Ms. Roasline Szeto
48,000
48,000
0
0%
Ms. Helen Thompson &
Mr. David Goodbold
2,880
2,880
0
0%
Ms. Trica Grima
26,880
26,880
0
0%
Mr. John Hickey
9,600
9,600
0
0%
Ms. Paula Joss
1,920
1,920
0
0%
Ms Diana Baker &
Peter McNeill
2,880
2,880
0
0%
Mr Robert & Mrs Narelle
Renfrew
2,880
2,880
0
0%
Mrs. Veronica Heather Hihir
2,400
2,400
0
0%
Mr. Henry Colin Macallum
2,400
2,400
0
0%
Miss. Elizabeth Hamilton
10,000
10,000
0
0%
John Richard Gibbons
28,800
28,800
0
0%
Lesley Price
24,000
24,000
0
0%
Laurence Wheeler
9,600
9,600
0
0%
Mr. Henry Colin Macallum
9,600
9,600
0
0%
Colleen King
49,500
49,500
0
0%
Diana Craddock
1,920
1,920
0
0%
Jennifer Banfield
9,600
9,600
0
0%
David Grove
9,600
9,600
0
0%
Kay Straiton
38,400
38,400
0
0%
Julie Martin
10,000
10,000
0
0%
Steve Cvetan Trajanoski
9,600
9,600
0
0%
Glen Colborne
15,000
15,000
0
0%
Ms Roasline Szeto
108,301
108,301
0
0%
Ron Cooper
540
540
0
0%
Philip Lamplough
3,390
3,390
0
0%
Greg Parrett
26,488
26,488
0
0%
John Richard Gibbons
15,000
15,000
0
0%
Jennifer Banfield
15,000
15,000
0
0%
Leslie Price
15,000
15,000
0
0%
Kay Straiton
21,000
21,000
0
0%
Adrian Straiton
7,500
7,500
0
0%
G.D. & Co Nominees
37,500
37,500
0
0%
Colleen King
22,000
22,000
0
0%
Gary & Sandra Davis
2,000
2,000
0
0%
John & Jennifer Nairns
1,000
1,000
0
0%
Christopher Hogarth
2,000
2,000
0
0%
Cheryl Nairn
2,000
2,000
0
0%
Ross Nairn
2,000
2,000
0
0%
Caryl Palmer
1,000
1,000
0
0%
Heather Keans
1,000
1,000
0
0%
Mr Johnathon Murphy
2,500
2,500
0
0%
Elaine McLlquham
2,000
2,000
0
0%
Wayne & Judith Russell
1,500
1,500
0
0%
David & Sandra Sloan
1,500
1,500
0
0%
Intec Products Asia Ltd
118,160
118,160
0
0%
Saint Germain Fashions
13,504
13,504
0
0%
Veronica Heather Hehir
9,600
9,600
0
0%
Motida Nominees Pty Ltd
6,548
6,548
0
0%
Marcel Kalfus
25,000
25,000
0
0%
Matthew Belot
8,000
8,000
0
0%
Mr. John Smith
5,000
5,000
0
0%
Julie Martin
7,458
7,458
0
0%
The Manager, Parameters
(Mitchell) Staff Benefit Fund
25,000
25,000
0
0%
Allan McIlquham
7,420
7,420
0
0%
Milan Secerov
7,421
7,421
0
0%
Louise Knowles
3,717
3,717
0
0%
Raymond John Southwell
7,420
7,420
0
0%
Noelle Bassett
7,715
7,715
0
0%
Helen Susan Southwell
7,420
7,420
0
0%
Mark Edwards
11,187
11,187
0
0%
Jenny Stone
11,187
11,187
0
0%
Colin & Debra Taylor
14,786
14,786
0
0%
Kay Heindke
7,514
7,514
0
0%
Justine Straiton
3,697
3,697
0
0%
Jonathan Murphy
3,696
3,696
0
0%
Paul George Southern
7,662
7,662
0
0%
Susan Iddles
7,529
7,529
0
0%
Barbara Shaw
7,529
7,529
0
0%
Kelly Shaw
7,529
7,529
0
0%
Marilyn A Sullivan SuperannuationFund
7,662
7,662
0
0%
Clayton Sneesby
Jonathan & Courtney Taylor
11,493
11,493
0
0%
Jim Truant
15,168
15,168
0
0%
The Garvin Family Trust
3,831
3,831
0
0%
Patricia Deirdre Cullan
5,000
5,000
0
0%
Jennifer Booth & John Norris
7,662
7,662
0
0%
J. t. & L. M. Mc Carthy
7,662
7,662
0
0%
Lamplough Pension Fund
11,493
11,493
0
0%
Martin Hess
1,530
1,530
0
0%
Sonia Venn
3,831
3,831
0
0%
Dimitrios Tzortzis
7,662
7,662
0
0%
Maia Richmond-Tanner
7,662
7,662
0
0%
Patricia Silverosa
11,217
11,217
0
0%
Furdan Pty Ltd
18,905
18,905
0
0%
Sandra Lawrence
11,150
11,150
0
0%
Anne Treadwell
14,956
14,956
0
0%
Ross McGuire
7,478
7,478
0
0%
M.E.G Holdings Superannuation Fund
70,000
70,000
0
0%
Beverley Case
8,416
8,416
0
0%
Phillip Graig & Monique Maree
Wilding
7,514
7,514
0
0%
Margaret Milne
37,390
37,390
0
0%
Leslie Vago
7,662
7,662
0
0%
Smith & C.I. Superannuation
Fund
7,662
7,662
0
0%
Trevan Johns & Associates Pty Ltd Provident Fund
10,000
10,000
0
0%
Kathleen Lilian O'Hare
3,831
3,831
0
0%
Terance John Riches
3,831
3,831
0
0%
Ronald & Jillian Salz
7,662
7,662
0
0%
A. S. P. Pty Ltd
7,662
7,662
0
0%
Vivieene Jean Hobbs
3,831
3,831
0
0%
Lau Wing Kia
15,000
15,000
0
0%
Gregory Parrett
21,759
21,759
0
0%
Ayden Daniel Wilding
540
540
0
0%
Luke Baily Wilding
540
540
0
0%
Joshua Lucas Collins
540
540
0
0%
James Willis
1,532
1,532
0
0%
Patricia Francill
25,000
25,000
0
0%
Jules Reich
50,000
50,000
0
0%
Iris Lai
50,000
50,000
0
0%
Victor Weinstein
25,000
25,000
0
0%
Schonfeld & Weinstein, L.L.P.
1,061,782
1,061,782
0
0%
Total
58,560,257
11,560,257
46,500,000
80.3%

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS

The consolidated financial statements and other financial information appearing in this Registration Statement were prepared by the management of SmartMetric, which are responsible for the integrity and objectivity of the information for their respective companies. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States consistently applied and therefore include amounts that are based on information, judgments and management's best estimates.

The management of the company maintains a system of internal accounting controls and procedures, which management believes is adequate under the circumstances. The system is intended to provide reasonable assurance, in relation to reasonable cost, that transactions are executed in accordance with management's authorization, are recorded properly and accurately, and that accountability for assets is maintained. These controls are supported by management's commitment to the integrity of the system.

The consolidated financial statements of SmartMetric for the year ended June 30, 2004 and for the period December 18, 2002 to June 30, 2003 have been audited by Michael T. Studer, C.P.A, P.C., independent certified public accountant, to the extent required by auditing standards generally accepted in the United States. His role is to form an independent judgment as to the fairness with which the statements present the financial condition and the results of its operations of each entity for the periods presented. While the independent accountant make selective tests of procedures and controls, it is neither practicable nor necessary for him to scrutinize all of an entity's transactions. His auditor's report appears with the respective financial statements. The ultimate responsibility for the consolidated financial statements of SmartMetric remains with management. The auditor’s responsibility is to express his opinion on the overall financial statement presentation.

LITIGATION

SmartMetric knows of no litigation pending, threatened or contemplated, or unsatisfied judgments against it, or any proceedings in which it is a party. SmartMetric knows of no legal actions pending or threatened or judgments entered against SmartMetric’s officer and directors in their capacity as such.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling SmartMetric pursuant to the foregoing provisions, or otherwise, SmartMetric has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by SmartMetric of expenses incurred or paid by a director, officer or controlling person of SmartMetric in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, SmartMetric will, unless in the opinion of its counsel, the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by itself against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
 
FURTHER INFORMATION

SmartMetric has filed with the Commission in Washington, D.C., a Registration Statement under the Securities Act with respect to the Common Stock offered by this prospectus. This prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. For further information with respect to SmartMetric and this offering, reference is made to the Registration Statement, including the exhibits filed therewith, copies of which may be obtained at prescribed rates from the Commission at the public reference facilities maintained by the Commission or at the Commission's web site: www.sec.gov. Descriptions contained in this Prospectus as to the contents of any contract or other document filed as an exhibit to the Registration Statement are not necessarily complete and each such description is qualified by reference to such contract or document.

 
     
 
SMARTMETRIC, INC. AND SUBSIDIARY
(A Development Stage Company)
Index to Financial Statements


                                       
 
Page

 
 
Report of Independent Auditor
F-2
 
 
Financial Statements:
 
 
 
Consolidated Balance Sheets as of June 30, 2004 and June 30, 2003
F-3
 
 
Consolidated Statements of Operations for the year ended
 
June 30, 2004, for the period December 18, 2002 to
 
June 30, 2003, and for the period December 18, 2002 (inception)
 
to June 30, 2004
F-4
 
 
Consolidated Statements of Changes in Stockholders’ Equity
 
for the period December 18, 2002 (inception)
 
to June 30, 2004
F-5
 
 
Consolidated Statements of Cash Flows for the year ended
 
June 30, 2004, for the period December 18, 2002 to
 
June 30, 2003, and for the period December 18, 2002 (inception)
 
to June 30, 2004
F-6
 
 
Notes to Consolidated Financial Statements
F-7





 







F-1
 
 
     

 
REPORT OF INDEPENDENT AUDITOR

To the Board of Directors and Stockholders of SmartMetric, Inc.

I have audited the accompanying consolidated balance sheets of SmartMetric, Inc. and subsidiary (the “Company”), a development stage company, as of June 30, 2004 and June 30, 2003, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the year ended June 30, 2004, for the period December 18, 2002 to June 30, 2003, and for the period December 18, 2002 (date of inception) to June 30, 2004. These consolidated financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these consolidated financial statements based on my audit.

I conducted my audit in accordance with auditing standards generally accepted in the United States. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of SmartMetric, Inc. and subsidiary, a development stage company, as of June 30, 2004 and June 30, 2003, and the results of their operations and cash flows for the year ended June 30, 2004, for the period December 18, 2002 to June 30, 2003, and for the period December 18, 2002 (date of inception) to June 30, 2004 in conformity with accounting principles generally accepted in the United States.


                        /s/ Michael T. Studer CPA P.C.


Freeport, New York
August 25, 2004
 
F-2
 
     

 

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

  June 30, 

 
 
   
 
 
 
   
2004
   
2003
 
   
 
 
Assets
   
 
   
 
 
             
Current assets:
   
 
   
 
 
Cash
 
$
64,142
 
$
-
 
Stock subscriptions receivable
   
35,602
   
-
 
   
 
 
Total current assets
   
99,744
   
-
 
 
   
 
   
 
 
Other assets:
   
 
   
 
 
Deferred offering costs
   
52,500
   
50,000
 
Organization costs - net
   
420
   
540
 
   
 
 
Total assets
 
$
152,664
 
$
50,540
 
   
 
 
 
   
 
   
 
 
Liabilities and Stockholders' Equity
   
 
   
 
 
             
Current liabilities:
   
 
   
 
 
Accounts payable and accrued expenses
 
$
1,250
 
$
-
 
Due to related party
   
51,850
   
50,600
 
   
 
 
Total current liabilities
   
53,100
   
50,600
 
 
   
 
   
 
 
Other liabilities
   
-
   
-
 
   
 
 
Total liabilities
   
53,100
   
50,600
 
   
 
 
Stockholders' equity :
   
 
   
 
 
Preferred stock, $.01 par value; 5,000,000 shares
   
 
   
 
 
authorized, 0 shares issued and outstanding
   
-
   
-
 
Class A common stock, $.001 par value;
   
 
   
 
 
50,000,000 shares authorized, 50,000,000 shares
   
 
   
 
 
issued and outstanding
   
50,000
   
-
 
Common stock, $.001 par value; 45,000,000 shares
   
 
   
 
 
authorized, 8,560,257 shares issued and outstanding
   
8,560
   
-
 
Additional paid-in capital
   
77,042
   
-
 
Deficit accumulated during the development stage
   
(36,038
)
 
(60
)
   
 
 
 
   
 
   
 
 
Total stockholders' equity
   
99,564
   
(60
)
   
 
 
Total liabilities and stockholders' equity
 
$
152,664
 
$
50,540
 
   
 
 
 
   
 
   
 
 
See notes to consolidated financial statements.
   
 
   
 
 
 
   
 
   
 
 
 
   
 
   
 
 
                                                   F-3
   
 
   
 
 
 
 
     

 
 
 
SMARTMETRIC, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Operations
 
   
 
   
 
   
 
 
 
   
 
   
 
   
 
 
 
   
 
         
Cumulative

 

 

 

 

Year Ended

 

 

Period December 18, 2002

 

 

During the Development Stage
 
   
June 30,  
   
to June 30,
   
(December 18, 2002 to
 
 
   
2004

 

 
2003
   
June 30, 2004 )
 
   
 
 
 
Revenues
 
$
-
 
$
-
 
$
-
 
   
 
 
 
Expenses:
   
 
   
 
   
 
 
General and administrative
   
6,643
   
60
   
6,703
 
Research and development
   
29,335
   
-
   
29,335
 
   
 
 
 
Total expenses
   
35,978
   
60
   
36,038
 
   
 
 
 
 
   
 
   
 
   
 
 
Net loss
 
$
(35,978
)
$
(60
)
$
(36,038
)
   
 
 
 
 
   
 
   
 
   
 
 
Net loss per share, basic and diluted
 
$
(0.00
)
$
(0.00
)
 
 
 
   
 
   
 
   
 
   
 
   
 
 
Weighted average number of common
   
 
   
 
   
 
 
shares outstanding, basic and diluted
   
58,560,257
   
-
   
 
 
   
 
   
 
   
 
   
 
   
 
 
 
   
 
   
 
   
 
 
 
   
 
   
 
   
 
 
See notes to consolidated financial statements.
   
 
   
 
   
 
 
 
   
 
   
 
   
 
 
 
   
 
   
 
   
 
 
F-4
         
 
   
 
 
 
 
 
     

 
 
SMARTMETRIC, INC. AND SUBSIDIARY
 
(A Development Stage Company)
 
    Consolidated Statements of Changes in Stockholders' Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deficit
 
 
Class 

 
 
Additional
Accumalted During the
Total
   

Common

Stock
Common
 
Stock
Paid-In
Development
Stockholders'
 
Shares
Amount
Shares
 
Amount
Capital
Stage
Equity
 
 
 
 
 
 
 
 
 
 
Net loss for period
 
 
 
 
 
 
 
 
 
December 18, 2002
 
 
 
 
 
 
 
 
 
(date of inception)
 
 
 
 
 
 
 
 
 
to June 30, 2003
 
-
$-
-
 
$-
$-
$(60)
$(60)
   






 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balances, June 30, 2003
 
-
-
-
 
-
-
(60)
(60)
 
 
 
 
 
 
 
 
 
 
Sale of Class A
 
 
 
 
 
 
 
 
 
common stock in
 
 
 
 
 
 
 
 
 
October 2003 at a price
 
 
 
 
 
 
 
 
 
of $.001 per share
 
50,000,000
50,000
-
 
-
-
-
50,000
 
 
 
 
 
 
 
 
 
 
Sale of common stock
 
 
 
 
 
 
 
 
 
from October 2003
 
 
 
 
 
 
 
 
 
to June 2004 at a
 
 
 
 
 
 
 
 
 
price of $.01 per share
 
-
-
8,560,257
 
8,560
77,042
-
85,602
 
 
 
 
 
 
 
 
 
 
Net loss for year ended
 
 
 
 
 
 
 
 
 
June 30, 2004
 
-
-
-
 
-
-
(35,978)
(35,978)
   






 
 
 
 
 
 
 
 
 
 
Balances, June 30, 2004
 
50,000,000
$50,000
8,560,257
 
$8,560
$77,042
$(36,038)
$99,564
   







 
 
 
 
 
 
 
 
 
 
See notes
 
to   

consolidated

financial
 
statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
F-5
 
 
 
 
     

 
 

SMARTMETRIC, INC. AND SUBSIDIARY

(A Development Stage Company)

 Consolidated Statements of Cash Flows

Cumulative During the

 

 

 

Year Ended

 

 

Period December18,  

 

 

Development Stage

 

 

 

June 30,

 

 

2002 to June30,

 

 

(December 18, 2002 to

 

 

 

2004

 

 

2003

 

 

June 30, 2004)

Cash flows from operating activities:
   Net loss $ (35,978) $ (60) $ (36,038)
   Changes in assets and liabilities:
      Organization costs

                120

               (540)