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 29, 2007
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)
000-26027 20-3353835
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(Commission File Number) (IRS Employer Identification No.)
210 West Parkway, Suite No. 7
Pompton Plains, NJ 07044
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(Address of Principal Executive Offices, Zip Code)
973-248-8008
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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))
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.02. Non-Reliance of Previously Issued Financial Statements or Related
Audit Report or Completed Interim Review
On March 29, 2007, as part of conducting our accounting procedures for
year ended December 31, 2006 we learned that we had not recorded the liability
for our outstanding stock options and warrants correctly on our December 31,
2005 Financial Statements. The stock options issued were identified and reviewed
in the text of the Company's Annual Report on Form 10-KSB filed on April 7, 2006
but the value of the liability was understated by $312,784. Accordingly, our
financial statements as of December 31, 2005 will have to be restated. These
adjustments would change the reported loss from operations in 2005 from
$2,206,793 to $2,519,577.
The Company's Chief Financial Officer has discussed all of the items above
with the Company's independent accountants for the aforementioned financial
periods. The Company intends to file its restated financial statements for the
2005 in conjunction with the filing of the Company's Annual Report on Form
10-KSB at and for the year ended December 31, 2006 as soon as possible, but no
later than April 17, 2007.
The Company has provided its accountants with a copy of this disclosure
and has requested that the accountants furnish it with a letter addressed to the
U.S. Securities and Exchange Commission ("SEC") stating whether it agrees with
the above statements, and if not, stating the respects in which it does not
agree. A copy of such response received by the Company to that request will be
filed as an amendment to this Form 8-K no later than two business days after it
is received from Chisholm, Bierwolf & Nilson, LLC.
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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.
Date: April 2, 2007 By: /s/ Pete Mateja
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Name: Pete Mateja
Title: Chief Executive Officer
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