Smartmetric, Inc. - Securities Registration: Employee Benefit Plan (S-8)

As filed with the Securities and Exchange Commission on January 9, 2008

Reg. No. 333-118801

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SMARTMETRIC, INC.

(Exact name of registrant as specified in its charter)

Nevada 05-0543557

(State or other jurisdiction of (I.R.S. Employer

incorporation or organization) identification No.)

(Address of Principal Executive Offices)

9553 Harding Avenue, Suite 303

Surfside, Florida 33154

2008 PROFESSIONAL/CONSULTANT STOCK COMPENSATION PLAN

(Full title of plan)

Continental Stock Transfer

17 Battery Place

New York, NY 10004

Telephone/Fax

T 212.509.4000

F 212.509.5150

(Name, address, and telephone number of agent for service)

With a copy to:

Andrea Cataneo, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32 nd Floor

New York, NY 10006

Phone: (212) 930-9700

Fax: (212) 930-9725

CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------

Proposed maximum Proposed maximum

Title of securities Amount to be offering price Aggregate offering Amount of

to be registered Registered per share* Price Registration fee

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Common Stock 3,000,000 (1) $0.265 $795,000 $31.24

($.001 par value)

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Total

* Computed pursuant to Rule 457(c) of the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee and not as a representation as to any actual proposed price. The offering price per share, maximum aggregate offering price and registration fee is based upon the average of the high and the low price on the over the counter bulletin board of $0.20 and $0.33, respectively, on January 7, 2008.

(1) Issuable pursuant to the 2008 Professional/Consultant Stock Compensation Plan dated as of January 2, 2008.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The documents containing the information specified in Item 1 will be sent or given to participants in the Plan as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such documents are not required to be and are not filed with the Securities and Exchange Commission (the "SEC") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2. Registrant Information and Employee Plan Annual Information.

Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in this Section 10(a) Prospectus), other documents required to be delivered to eligible employees, non-employee directors and consultants, pursuant to Rule 428(b) are available without charge by contacting:

Colin Hendrick

9553 Harding Avenue, Suite 303

Surfside, Florida 33154

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement the documents listed below. In addition, all documents subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents:

o Reference is made to the Registrant's quarterly report on Form 10-QSB for the period ending September 30, 2007 filed with the SEC on November 19, 2007, (film no. 071254834 ) which is hereby incorporated by reference.

o Reference is also made to the Registrant’s quarterly report 10-QSB for the period ending March 31, 2007 filed with the SEC on June 14, 2007 (film no. 07918532 ), which is hereby incorporated by reference.

o Reference is made to the Registrant's annual report on Form 10-KSB for the year ended June 30, 2007, as filed with the SEC on October 16, 2007 (film no. 071173039 ), which is hereby incorporated by reference.

Item 6. Indemnification of Directors and Officers.

Our directors and officers are indemnified as provided by the Nevada Revised Statutes and our Bylaws. These provisions provide that we shall indemnify a director or former director against all expenses incurred by him by reason of him acting in that position. The directors may also cause us to indemnify an officer, employee or agent in the same fashion.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

EXHIBIT NUMBER	EXHIBIT

5.1	Legality Opinion of Sichenzia Ross Friedman Ference LLP

4.1	2008 Professional/ Consultant Stock Compensation Plan

23.1	Consent of Independent Registered Public Accounting Firm

Item 9. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant 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, the registrant 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 it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.