UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 6, 2006
SMART ENERGY SOLUTIONS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
0-26027 87-0626333
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(Commission File Number) (IRS Employer Identification No.)
207 Piaget Avenue
Clifton, NJ 07011
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(Address of Principal Executive Offices, Zip Code)
(973) 340-6000
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Section 8 - Other Events
Item 8.01 Other Events.
As of March 6, 2006, Smart Energy Solutions, Inc. (the "Registrant") has
received a lock-up agreement from each of 29 shareholders with respect to an
aggregate of 37,029,528 shares (representing 51%) of the Registrant's common
stock. Each lock-up agreement prohibits the shareholder from selling the shares
which are specified in such shareholder's lock-up agreement until April 2008,
except as follows:
(1) After April 2006, the shareholder may sell 20% of the shares specified in
such shareholder's lock-up agreement.
(2) After April 2007, the shareholder may sell 30% of the shares specified in
such shareholder's lock-up agreement.
(3) After April 2008, the balance remaining may be sold by the shareholder.
Notwithstanding the foregoing, the shares held by the shareholder may be sold at
anytime as long as such sale does not involve the shares being sold on the
Over-The-Counter Bulletin Board (or any other exchange or medium where the
securities of the Registrant are listed or quoted), provided that any transferee
agrees to be bound by the terms of the lock-up agreement.
For all the terms and conditions of the lock-up agreements, reference is hereby
made to the form of such agreement annexed hereto as exhibit 10.25. All
statements made herein concerning the foregoing agreements are qualified by
references to said exhibit.
Section 9-Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of business acquired. Not applicable
(b) Pro forma financial information. Not applicable
(c) Exhibits:
Exhibit 10.25 Form of Lock-Up Agreement
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SMART ENERGY SOLUTIONS, INC.
By: /s/ Pete Mateja
Name: Pete Mateja
Title: Chief Executive Officer
Date: March 6, 2006
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