April 19, 2019
Chaya Hendrick
Chief Executive Officer
SmartMetric, Inc.
3960 Howard Hughes Parkway, Suite 500
Las Vegas, NV 89109
Re: SmartMetric, Inc.
Form 10-K for the Fiscal Year Ended June 30, 2018
Filed October 12, 2018
Form 10-Q for the Fiscal Quarter Ended December 31, 2018
Filed February 13, 2019
File No. 000-54853
Dear Ms. Hendrick:
We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments. In some of our comments, we may
ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response to these comments, we may have additional
comments.
Form 10-K for the Fiscal Year Ended June 30, 2018
Item 9A. Controls and Procedures
Management's Report on Internal Controls and Financial Reporting, page 21
1. We refer to management's report on internal controls and financial
reporting and have the
following comments:
Your report states that during your assessment, "management
identified no significant
deficiencies"; however, your report does not include a statement as
to whether or not
your internal controls over financial reporting were effective as of
June 30, 2018 as
required by Item 308(a)(3) of Regulation S-K. Please revise
management's report
accordingly.
Chaya Hendrick
FirstName LastNameChaya Hendrick
SmartMetric, Inc.
Comapany NameSmartMetric, Inc.
April 19, 2019
April 2 2019 Page 2
Page 19,
FirstName LastName
Please also revise your report to clarify which version, 1992 or
2013, of the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway
Commission's
Internal Control -- Integrated Framework you utilized when
performing your
assessment of internal control over financial reporting. You
previously stated in your
letter dated February 11, 2016 that you would update your future
filings to address this
item.
In your risk factors on page 16, you state that "management
identified control
deficiencies that represent a material weakness at June 30, 2018."
Please reconcile
this statement with your assertion on page 21 that "management
identified no
significant deficiencies."
Please amend your Form 10-K to address these comments. Your amended
filing may
contain only Item 9A as revised. We remind you that your amended
filing should include
updated Section 302 Certifications that are currently dated and make
reference to the
Form 10-K/A.
Changes in Internal Controls, page 22
2. We note that management concluded that disclosure controls and
procedures were
effective as of June 30, 2018. We also note management's conclusion
that disclosure
controls and procedures were not effective as of your fiscal third
quarter ended March 31,
2018. The narrative in your Form 10-K, however, states that "during
the fiscal year ended
June 30, 2018, 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." In this regard, please explain to
us how you determined
there was a change in the effectiveness of your disclosure controls
and procedures, from
period-to-period, given that there were no changes in internal
controls during your fiscal
fourth quarter. It appears to us that you may need to amend your Form
10-K for the year
ended June 30, 2018 to either conclude that your disclosure controls
and procedures were
not effective as of year-end or disclose and discuss the changes in
your internal control
over financial reporting that resulted in your disclosure controls and
procedures being
effective. Please refer to Item 308(c) of Regulation S-K for guidance.
Limitations on Controls, page 22
3. In the last sentence you state that management has concluded that "the
Company's
disclosure controls and procedures are not effective at the reasonable
assurance level."
However, on page 21 you state that management concluded that
disclosure controls and
procedures were effective as of June 30, 2018. Please revise your Form
10-K to reconcile
these disclosures as appropriate.
Chaya Hendrick
SmartMetric, Inc.
April 19, 2019
Page 3
Form 10-Q for the Fiscal Quarter Ended December 31, 2018
Item 4. Controls and Procedures, page 16
4. We note your conclusions as of September 30, 2018 and December 31,
2018 that your
disclosure controls and procedures were "sufficient." We remind you
that management's
conclusion should address whether your disclosure controls and
procedures are either
effective or not effective. In this regard, please revise future
filings to definitively
conclude as to the effectiveness of your disclosure controls and
procedures as provided in
Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Dale Welcome at 202-551-3865 or Jeff Gordon at
202-551-3866 with
any questions.
Sincerely,
FirstName LastNameChaya Hendrick
Division of
Corporation Finance
Comapany NameSmartMetric, Inc.
Office of
Manufacturing and
April 19, 2019 Page 3 Construction
FirstName LastName