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): May 22, 2006
SMART ENERGY SOLUTIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
0-26027 87-0626333
(Commission File Number) (IRS Employer Identification No.)
207 Piaget Avenue
Clifton, NJ 07011
(Address of Principal Executive Offices, Zip Code)
(973) 340-6000
(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 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 22, 2006, Smart Energy Solutions, Inc. (the "Registrant") issued to EGFE,
Ltd. ("EGFE") two convertible promissory notes, each in the principal amount of
$500,000 (the "Notes"). In consideration therefor, EGFE agreed to pay to the
Registrant an aggregate of $1,000,000, of which $500,000 has already been paid
and the remaining $500,000 will be paid on or before June 15, 2006. Interest on
each Note will accrue at the rate of 15% per annum. The entire principal sum and
all accrued interest due under each Note shall be paid on the maturity date of
the respective Note. The maturity date of one of the Notes is June 4, 2007, and
the maturity date of the other Note is May 24, 2007.
Pursuant to each Note, EGFE has the right, at its option, to convert the
outstanding principal and interest due under the Notes to shares of the
Registrant's common stock. The number of shares of common stock that shall be
issued upon conversion will be calculated by dividing the amount of outstanding
principal and interest that EGFE elects to convert by the conversion price
specified therein. The conversion price will be calculated as follows: (1) if
the Registrant is not in default under the terms of the Note, the conversion
price shall be equal to 95% of the average of the last bid and ask price of the
common stock as quoted on the Over-The-Counter-Bulletin -Board or such other
exchange where the common stock is quoted or listed for the five trading days
preceding EGFE's election to convert; or (2) if the Registrant is in default
under the terms of the Note, the conversion price shall be equal to 50% of the
of the average of the last bid and ask price of the common stock as quoted on
the Over-The-Counter-Bulletin -Board or such other exchange where the common
stock is quoted or listed for the five trading days preceding EGFE's election to
convert.
For all the terms and conditions of the Notes, reference is hereby made to
exhibits 10.26 and 10.27 annexed hereto. All statements made herein concerning
the foregoing Notes are qualified by references to said exhibits.
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 10.26 15% Convertible Promissory Note Due May 24, 2007
Exhibit 10.27 15% Convertible Promissory Note Due June 4, 2007
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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
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Name: Pete Mateja
Title: Chief Executive Officer
Date: May 25, 2006
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