**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-KSB-A**





**x
      ANNUAL REPORT PURSUANT
      TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934**





For
      the
      fiscal year ended December 31, 2005





Or





**o
      TRANSITION REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934**





For
      the
      transition period from ____________________ to
      ______________________________.





Commission
      File Number: 0-26027





SMART
      ENERGY SOLUTIONS, INC.


(Exact
      name of registrant as specified in its charter)





Nevada
              (State
                or Other Jurisdiction of Incorporation)
            20-3353835
              (IRS
                Employer Identification No.)





Suite
      #
      7


210
      West
      Parkway


Pompton
      Plains, NJ 07444


(Address
      of Principal Executive Offices, Zip Code)





(973)
      248-8008


(Registrant's
      Telephone Number, Including Area Code)








Securities
      registered pursuant to Section 12(b) of the Act: None





Securities
      registered pursuant to section 12(g) of the Act: Common Stock, $0.001 par
      value





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act o





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been
      subject to such filing requirements for the past 90 days.  Yes  **x**  No o





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part II of this Form 10-KSB or any
      amendment to this Form 10-KSB. o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act) o Yes
**x** No





The
      issuer’s revenues for its most recent fiscal year were $151,257.





Based
      on
      the closing sales price of the Common Stock on March 30, 2006, the aggregate
      market value of the voting common equity held by non-affiliates computed by
      reference to the price at which the common equity was sold, or the average
      bid
      and asked price of such common equity, as of March 30, 2006 (a date within
      the
      past 60 days) was $39,626,284.





The
      number of shares outstanding of the issuer’s class of common stock outstanding
      as of March 30, 2006 is 63,899,605.





Documents
      Incorporated By Reference:  None





Transitional
      Small Business Issuer Disclosure Format (check one): Yes o No **x**.








**Explanatory
      Note — Restatement of Consolidated Financial Statements**





We
      are
      filing this Amendment No. 1 to our Annual Report on Form 10-KSB for the year
      ended December 31, 2005 (the “2005 Annual Report”) to restate our consolidated
      financial statements for the year ended December 31, 2005 and the related
      disclosures appearing in Items 6, 7, and 10 of the 2005 Annual Report. For
      convenience and ease of reference, we are filing only the sections of the 2005
      Annual Report with the applicable changes. Accordingly, this Amendment No.
      1
      should be read in conjunction with the 2005 Annual Report filed with the SEC
      on
      April 7, 2006 and with our subsequent filings with the SEC. This Amendment
      No. 1 speaks as of the original filing date of the 2005 Annual Report and
      does not reflect events occurring after such filing date or modify or update
      the
      disclosures therein in any way other than as required to reflect the amendment
      described herein.





On
      March
      29, 2007, our management concluded as part
      of our conducting accounting procedures for year end December 31,
      2006 that the
      value used in determining the accounting treatment of certain warrant issue
      and
      stock option grants differed from the value we used in preparing our
      consolidated financial statements on
      our
      December 31, 2005 Financial Statements. Because of this finding our
      consolidated financial statements, including the reports of our independent
      registered public accounting firm thereon, and our earnings releases and similar
      communications for the year ended December 31, 2005 should no longer be relied
      upon.





We
      determined that while we had identified and reviewed certain stock options
      and
      warrants in the text of the Company’s Annual Report on Form 10-KSB filed on
      April 7, 2006, we had not recorded their liability correctly. The calculation
      for liability of the stock options was understated by $312,784.





Accordingly
      our financial statements as of December 31, 2005 have been restated. These
      adjustments would change the reported loss from operations in 2005 from
      $2,206,793 to $2,519,577.








**Item
      6. Management’s Discussion and Analysis or Plan of
      Operation**





Plan
      of Operation .





Until
      November 2004, we operated in the trip hazard removal service business. From
      November 2004 until March 23, 2005, we had no operations and no agreements
      other
      than the Letter of Intent to acquire the Battery Brain assets from Purisys.
      This
      acquisition was consummated on March 23, 2005. We are now focused on
      manufacturing, distributing and selling the Battery Brain. In order to finance
      our operations, we raised capital through the sale of our common stock. We
      had
      agreed that if we do not raise $400,000 prior to June 23, 2005 we would issue
      to
      Aharon Y. Levinas shares of our common stock in an amount equal to 20% of the
      issued and outstanding shares of the Company; and if less than $400,000 is
      raised, then such share amount shall be pro rated based on the actual amount
      invested. We successfully raised more than the $400,000 and were not required
      to
      issue additional shares to Mr. Levinas. In addition, as part of the agreement
      to
      acquire the Battery Brain assets, we agreed that within the next 2 years we
      will
      use our best efforts to (a) consummate an equity raise of not less than
      $1,500,000 dollars at a post-money valuation of not less than $12,000,000;
      provided, that all equity raises within 120 days after March 23, 2005 which
      are
      based on a post-money valuation which is $10,500,000 or greater, shall be
      counted toward the $1,500,000; or (b) generate revenue for the Battery Brain
      product in the aggregate amount of $2,000,000. By October 2005, we had fulfilled
      our commitment to raise more than $1,500,000. We raised such funds solely from
      overseas investors.





At
      December 31, 2005, the Company’s current assets included of cash in the amount
      of $939,545. Said amount is not sufficient to pay for our operations over the
      next twelve months, since we intend to produce and market the Battery Brain
      Product.





As
      of
      December 31, 2005, the Company’s sales were not sufficient to cover it business
      operations, marketing costs and consulting fees. Over the next twelve months,
      the Company intends to engage in the manufacture, distribution and sale of
      the
      Battery Brain. The Company is expanding engineering, manufacturing and warehouse
      capabilities, building a global distribution network, developing processes
      procedures and controls for contracting, inventory management and distribution
      agreements. It is likely that the Company will need to raise additional
      operating capital through the sale of its shares of common stock.





**Fiscal
      Year Ended December 31, 2005 Compared to Fiscal Year Ended December 31,
      2004**





Results
      of Operation





During
      the year ended December 31, 2005, the Company began sales of the Battery Brain
      product. The Company recorded revenues of $151,257 during 2005 from the sales
      of
      its Battery Brain product. The cost of sales for the Battery Brain was $78,167
      in 2005. The Company’s revenues and cost of sales in 2004 related to its
      discontinued operations.





The
      Company's 2005 general and administrative expenses totaling $746,703 consist
      primarily of professional fees of $128,056, travel costs of $150,538, and
      administrative payroll of $251,427. The Company paid or accrued the legal and
      accounting fees as it completed the necessary SEC filings and audits for the
      purchase of the Battery Brain business. The Company incurred consulting fees
      of
      $1,301,672 to help develop strategy, screen and recruit key executives, fill
      interim management positions, raise operating capital and complete the roll
      out
      of the Battery Brain product. The Company also paid $546,107 in marketing and
      advertising expense during the year. The marketing and advertising costs were
      related to developing a marketing plan and marketing materials for the Company.
      All of the operating expenses for the year ended December, 2004 related to
      its
      discontinued operations.





The
      Company recorded a net loss of $ 2,519,577 or $0.05 per share for the year
      of
      2005 compared to income of $108,183 or $0.09 per share in 2004 from its
      discontinued operations.









Liquidity
      and Capital Resources





We
      currently do not have sufficient resources to finance the Battery Brain
      operations. The monies which we have raised to date in private placements has
      been utilized to finance the purchase of the Battery Brain assets. We estimate
      that we will need approximately $2,000,000 of operating capital for 2006.
      Although we are confident that we will be able to raise the capital necessary
      to
      fund our operations for the next 12 months, there is no assurance that we will
      be able to obtain such financing in sufficient amounts or on acceptable terms
      when needed, which could adversely affect our operating results and prospects.





Off
      Balance Sheet Arrangements .





None





**Item
      7. Financial Statements**





The
      financial statements are set forth immediately following the signature
      page.





**Item
      10. Executive Compensation**





(a)  Summary
      Compensation. The
      following table presents certain specific information regarding the compensation
      of the four most highly paid executive officers (the “Named Executive Officers”)
      during the last three fiscal years. Except as set forth below, we have not
      paid
      any executive officer not listed below in excess of $100,000 (including salaries
      and benefits) during the years ended December 31, 2005, 2004 or
      2003.




**SUMMARY
        COMPENSATION TABLE**


**Annual
                  compensation**
              
              **Long-term
                  compensation****Awards**
              
              **Payouts****Name
                  and principal position**
                **(a)**
              
              **Fiscal
                  Year Covered**
                **(b)**
              
              **Salary**
                **($)**
                **(c)**
              
              **Bonus**
                **($)**
                **(d)**
              
              **Other
                  annual compensation**
                **($)**
                **(e)**
              
              **Restricted**
                **stock**
                **award(s)**
                **($)**
                **(f)**
              
              **Securities**
                **under****lying**
                **options/**
                **SARs**
                **(#)**
                **(g)**
              
              **LTIP**
                **payouts**
                **($)**
                **(h)**
              
              **All
                  other**
                **compen-**
                **sation**
                **($)**
                **(i)**Joseph
                  F. Ollivier(1)
              
              
              2005
              (1)
              
              0
              
              
              0
              
              
              0
              
              
              
              
              
              0
              
              
              0
              
              
              02004
              
              
              24,000
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              02003
              
              
              24,000
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0Amir
                  Uziel
              
              
              2005
              (2)
              
              0
              
              
              0
              
              
              38,000
              
              
              
              
              
              0
              
              
              0
              
              
              02004
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0Jerome
                  Chaney
              
              
              2005
              (3)
              
              75,000
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0Aharon
                  Levinas
              
              
              2005
              (4)
              
              142,000
              
              
              
              
              
              189,521
              
              
              
              
              
              2,650,000Edward
                  Braniff
              
              
              2005
              (5)
              
              115,600
              
              
              
              
              
              67,195
              
              
              
              
              
              1,000,000
              (5)Peter
                  Mateja
              
              
              2005
              (6)
              
              37,500
              
              
              0
              
              
              0
              
              
              0
              
              
              3,000,000
              (6)
              
              0
              
              
              0







(1)
            Mr.
                Ollivier was the Chief Executive Officer and a director from January
                31,
                2004 through November 24, 2004. As of February 20, 2005, the Company
                issued 250,000 shares to Mr. Ollivier in consideration for consulting
                services rendered to the Company.





(2)
            Mr.
                Uziel became the Chief Executive Officer and a director on November
                24,
                2004 and resigned on April 17, 2005. On April 22, 2005, the Company
                entered into a Consulting Agreement with Mr. Uziel. As compensation
                for
                services rendered thereunder, Mr. Uziel received a monthly cash payment
                of
                $2,700 and 5,000 shares of common stock of the Company during each
                month
                of the agreement’s term, commencing as of January 1, 2005. The Consulting
                Agreement was terminated on December 8, 2005. On January 24, 2006,
                the
                Company issued to Mr. Uziel 60,000 shares of common stock in consideration
                for services rendered to the Company.









(3)
            Mr.
                Chaney served as CEO from April 18, 2005 until June 26, 2005. On
                April 18,
                2005, the Company and Mr. Chaney entered into an Employment Agreement,
                pursuant to which Mr. Chaney was employed by the Company as its Chief
                Executive Officer. As compensation for his services, Mr. Chaney was
                entitled to receive an annual base salary of $160,000, an annual
                bonus of
                up to $80,000 based on the Registrant's performance, and 2,650,000
                shares
                of common stock of the Company, which shares will have vested pro
                ratably
                every 3 months over a 3-year period commencing on April 18, 2005.
                The
                agreement was terminated on June 26, 2005. No shares have been issued
                to
                Mr. Chaney.





(4)
            Aharon
                Y. Levinas became our Chief Technology Officer and a director as
                of March
                23, 2005. The Company and Mr. Levinas have entered into an agreement
                having a 4-year term, commencing as of March 23, 2005. In compensation
                for
                services rendered thereunder, Mr. Levinas is entitled to a base salary
                of
                $160,000, $200,000, $240,000 and $240,000 for each year of the term.
                All
                benefits to be granted to the individual who will be appointed as
                our
                Chief Executive Officer shall be granted to Mr. Levinas as well,
                including
                bonuses and stock options. Mr. Levinas shall receive a cell phone
                and a
                car allowance. The agreement provides that if Mr. Levinas is terminated
                during the 4-year term, or is no longer employed by us for any reason
                during said period, including termination for cause or death, we
                remain
                obligated to pay the full amount of payment due to Mr. Levinas
                thereunder.





(5)
            Mr.
                Braniff has been serving as the CFO since May 24, 2005. Pursuant
                to an
                Employment Agreement, dated May 24, 2005, between the Company and
                Mr.
                Braniff, the Company issued to Edward Braniff options to purchase
                1,000,000 shares of the Company’s common stock at an exercise price of
                $0.05 per share. Such options shall vest shall vest pro ratably every
                three (3) months over three (3) year period commencing on May 24,
                2005.
                The vested options shall be exercisable until the earlier of 5 years
                after
                vesting or 365 days after termination of CFO's employment with the
                Company. The options were issued in consideration for Mr. Braniff’s
                services rendered to the Company in his capacity as Chief Financial
                Officer. In addition to such options, Mr. Braniff shall receive $140,000,
                as base salary and an annual bonus of $50,000 based on
                performance.





(6)
            Mr.
                Mateja has been serving as the CEO since October 3, 2005. Pursuant
                to a
                Consulting Agreement, dated October 3, 2005, between the Company
                and Peter
                Mateja, the Company granted to Mr. Mateja 3,000,000 stock options,
                each of
                which gives Mr. Mateja the right to purchase one share of the Company's
                common stock for $0.15. Such stock options shall vest pro ratably
                every
                three months over the three year period commencing three months from
                October 3, 2005. The vested stock options shall be exercisable until
                the
                earlier of five years after vesting or 365 days after Mr. Mateja's
                termination. All remaining stock options shall automatically vest
                upon the
                Company's change in control. The stock options were granted as partial
                compensation for services rendered by Mr. Mateja in his capacity
                as the
                Chief Executive Officer of the Company. In addition to such options,
                Mr.
                Mateja will receive an annual base salary of $150,000 and an annual
                bonus
                of up to $50,000 based on the Company's performance and meeting
                established objectives which shall be submitted by Mr. Mateja and
                approved
                by the Company's board of directors.









(b)  Grants
      of Stock Options and Stock Appreciation Rights .
      The
      following table sets forth certain information concerning grants of stock
      options to the Named Executive Officers during the fiscal year ended December
      31, 2005. We have never granted any stock appreciation rights.





OPTION/SAR
        GRANTS IN LAST FISCAL YEAR
 [Individual
        Grants]


Name
              (a)
            
            Number
                of securities underlying options/SARs granted (#)
              (b)
            
            Percent
                of total options/SARs granted to employees in fiscal year
              (c)
            
            Exercise
                or base price ($/Sh)
              (d)
            
            Expiration
                date
              (e)Peter
                Mateja
            
            
            3,000,000
            
            
            75
            %
            
            0.15
            
            
            *(1
            )Edward
                Braniff
            
            
            1,000,000
            
            
            25
            %
            
            0.05
            
            
            *(2
            )




(1)
            Pursuant to a Consulting Agreement, dated October
              3,
              2005, between the Company and Peter Mateja, the Company granted to
              Mr.
              Mateja 3,000,000 stock options, each of which gives Mr. Mateja the
              right
              to purchase one share of the Company's common stock for $0.15. Such
              stock
              options shall vest pro ratably every three months over the three year
              period commencing three months from October 3, 2005. The vested stock
              options shall be exercisable until the earlier of five years after
              vesting
              or 365 days after Mr. Mateja's termination. All remaining stock options
              shall automatically vest upon the Company's change in control. The
              stock
              options were granted as partial compensation for services rendered
              by Mr.
              Mateja in his capacity as the Chief Executive Officer of the
              Company.





(2)
            Pursuant
                to an Employment Agreement, dated May 24, 2005, between the Company
                and
                Mr. Braniff, the Company issued to Edward Braniff options to purchase
                1,000,000 shares of the Company’s common stock at an exercise price of
                $0.05 per share. Such options shall vest shall vest pro ratably every
                three (3) months over three (3) year period commencing on May 24,
                2005.
                The vested options shall be exercisable until the earlier of 5 years
                after
                vesting or 365 days after termination of CFO's employment with the
                Company. The options were issued in consideration for Mr. Braniff’s
                services rendered to the Company in his capacity as Chief Financial
                Officer.





(c)  Option/
      SAR Exercises .
      The
      following table provides certain information with respect to the Named Executive
      Officers concerning the exercise of stock options during the fiscal year ended
      December 31, 2000 and the value of unexercised stock options held as of such
      date.





Aggregated
        Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR
        Values


Name
              (a)
            
            Shares
                acquired on exercise (#)
              (b)
            
            Value
                realized ($)
              (c)
            
            Number
                of securities underlying unexercised options/SARs at FY-end
                (#)
              Exercisable/
              Unexercisable
              (d)
            
            Value
                of unexercised in-the-money options/SARs at FY-end ($)
              Exercisable/
              Unexercisable
              (e)Peter
                Mateja
            
            
            0
            
            
            0
            
            
            3,000,000Edward
                Braniff
            
            
            0
            
            
            0
            
            
            1,000,000









(c)  Long
      Term Incentive Plan Awards .
      During
      the fiscal year ended December 31, 2005, the Company did not make any awards
      under any long-term incentive plans.





(d)  Compensation
      of Directors





On
      July
      29, 2005, the Company entered into a separate Letter Agreement with each of
      its
      five directors (the "Letter Agreements"): Joseph Bahat, Jacob Enoch, Amir Uziel,
      Tamir Levinas, and Aharon Y. Levinas. The terms of each Letter Agreement are
      identical. Pursuant to the Letter Agreements, each director agreed to serve
      as a
      director of the Company until the Annual Meeting of Shareholders that is to
      be
      held in 2006. The director may be removed from his position at any time by
      the
      affirmative vote of the majority of the directors or the affirmative vote of
      the
      majority of the Company's shareholders. The director may resign at any time.
      As
      compensation for his services, each director shall be paid $4,000 for each
      year
      that he serves as director, payable quarterly in arrears. In addition, each
      director shall be paid $1,000 for each board or committee meeting at which
      he is
      physically present. Each director shall also receive options to purchase 345,000
      shares of the common stock of the Company for a price of $0.15 per share,
      exercisable for three years after the date that the stock options vest. Such
      stock options shall vest every quarterly over the next three years, commencing
      three months from the date of the Letter Agreement, so that 28,750 stock options
      shall vest every three months. If the Company undergoes a change in control,
      all
      stock options shall vest automatically upon the date of such change in control.
      The value of these options in 2005 were $14,017 for each director as valued
      by
      Black-Scholes on March 29, 2007.





(e)  Employment
      Contracts





Consulting
      Agreement with Peter Mateja





On
      October 3, 2005, the Company entered into a Consulting Agreement with Peter
      Mateja, pursuant to which Mr. Mateja was engaged as the Chief Executive Officer
      of the Company. As compensation for his services, Mr. Mateja will receive an
      annual base salary of $150,000 and an annual bonus of up to $50,000 based on
      the
      Company's performance and meeting established objectives which shall be
      submitted by Mr. Mateja and approved by the Company's board of directors. In
      addition, the Company granted to Mr. Mateja 3,000,000 stock options, each of
      which gives Mr. Mateja the right to purchase one share of the Company's common
      stock for $0.15. Such stock options shall vest pro ratably every three months
      over the three year period commencing three months from October 3, 2005. The
      vested stock options shall be exercisable until the earlier of five years after
      vesting or 365 days after Mr. Mateja's termination. All remaining stock options
      shall automatically vest upon the Company's change in control.





The
      term
      of the Consulting Agreement is for one year, commencing on the date thereof.
      The
      Company may, without cause and without notice, elect to terminate the Consulting
      Agreement at any time provided that the Company pays Mr. Mateja under normal
      payroll practices for the next three months immediately following such
      termination. The Company may terminate the Consulting Agreement for cause upon
      notice at anytime, and upon such termination, Mr. Mateja shall be paid the
      base
      salary accrued through the termination date. Mr. Mateja may terminate the
      Consulting Agreement upon 60 days written notice.









During
      the term and for a period of one year thereafter, Mr. Mateja shall not compete
      with the Company nor solicit any of the Company's employees or customers. Mr.
      Mateja agreed to hold the Company's confidential information in strict
      confidence.





Consulting
      Agreement with Tamir Levinas





On
      July
      1, 2005, the Company entered into a Consulting Agreement with Tamir Levinas,


Pursuant
      to which Mr. Levinas was retained as a consultant for an 8 month term. As
      compensation for his services, Mr. Levinas was paid $10,000 upon signing and
      $2,500 for each month of service. In addition, Mr. Levinas was entitled to
      receive 20,000 shares upon signing and 5,000 shares for each month of the term.
      The consulting agreement was terminated on December 8, 2005.




Employment
      Agreement with Edward Braniff





Pursuant
      to an Employment Agreement, dated May 24, 2005, between the Company and Edward
      Braniff, the Company engaged Edward Braniff as its Chief Financial Officer.
      As
      compensation for services rendered thereunder, Mr. Braniff shall receive
      $140,000, as base salary, an annual bonus of $50,000 based on performance,
      and
      options to purchase 1,000,000 shares of the Company’s common stock at an
      exercise price of $0.05 per share. Such options shall vest shall vest pro
      ratably every three (3) months over three (3) year period commencing on May
      24,
      2005. The vested options shall be exercisable until the earlier of 5 years
      after
      vesting or 365 days after termination of CFO's employment with the Company.
      The
      options were issued in consideration for Mr. Braniff’s services rendered to the
      Company in his capacity as Chief Financial Officer.





Consulting
      Agreement with Amir Uziel





On
      April
      22, 2005, the Company entered into a Consulting Agreement with Amir Uziel,
      a
      director and also our Chief Executive Officer from November 24, 2004 until
      April
      17, 2005. As compensation for services rendered thereunder, Mr. Uziel received
      a
      monthly cash payment of $2,700 and 5,000 shares of common stock of the Company
      during each month of the agreement’s term, commencing as of January 1, 2005. The
      Consulting Agreement was terminated on December 8, 2005. 60,000 shares were
      issued to Mr. Uziel pursuant to the agreement.





Consulting
      Agreement with Aharon Y. Levinas





We
      have
      an agreement with Aharon Y. Levinas, who became the Chief Technology Officer
      and
      a director as of March 23, 2005. The agreement is for a 4-year term, with a
      base
      salary of $160,000, $200,000, $240,000 and $240,000 for each year of the term.
      All benefits to be granted to the individual who will be appointed as our Chief
      Executive Officer shall be granted to Levinas as well, including bonuses and
      stock options. Levinas shall receive a cell phone and a car allowance. The
      consulting agreement with Levinas provides that if Levinas is terminated during
      the 4-year term, or is no longer employed by us for any reason during said
      period, including termination for cause or death, we remain obligated to pay
      the
      full amount of payment due Levinas thereunder.








**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the Company has duly caused this report to be signed on its behalf by
      the
      undersigned, thereunto duly authorized.




SMART
                ENERGY SOLUTIONS, INC., INC.Dated:
                April 11, 2007
            By:
            /s/
              Peter MatejaName:
                Peter MatejaTitle:
                Chief Executive Officer and
                Director


By:
              /s/
                Edward BraniffName:
                    Edward BraniffTitle:
                    Chief Financial Officer


In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the Registrant and in the capacities and on
      the
      dates indicated.





**SIGNATURE**
            
            **TITLE**
            
            **DATE**/s/
                Pete Mateja
            
            Chief
                Executive Officer and Director
            
            April
                11, 2007Pete
                Mateja/s/
                Edward Braniff
            
            Chief
                Financial Officer
            
            April
                11, 2007Edward
                Braniff/s/
                Aharon Y. Levinas
            
            Chief
                Technology Officerand
                Director
            
            April
                11, 2007Aharon
                Y. Levinas/s/
                Tamir Levinas
            
            Director
            
            April
                11, 2007Tamir
                Levinas/s/
                Joseph Bahat
            
            Chairman
                and Director
            
            April
                11, 2007Joseph
                Bahat/s/
                Guy Moshe
            
            Director
            
            April
                11, 2007Guy
                Moshe/s/
                Michael Ben-Ari
            
            Director
            
            April
                11, 2007Michael
                Ben-Ari/s/
                Jacob Enoch
            
            Director
            
            April
                11, 2007Jacob
                Enoch










**SMART
      ENERGY SOLUTIONS, INC.**


**(FKA
      DATIGEN.COM, INC.)**





**FINANCIAL
      STATEMENTS**





**December
      31, 2005**









**CONTENTS**





Reports
                of Independent Registered Public Accounting Firms
            
            
            F-3Balance
                Sheet
            
            
            F-5Statements
                of Operations
            
            
            F-6Statements
                of Stockholders' Equity
            
            
            F-7Statements
                of Cash Flows
            
            
            F-8Notes
                to the Financial Statements
            
            
            F-10










REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To
      The
      Board of Directors and Shareholders


Smart
      Energy Solutions, Inc.


(fka
      Datigen.com, Inc.)





We
      have
      audited the accompanying balance sheet of Smart Energy Solutions, Inc. (fka
      Datigen.com, Inc.) as of December 31, 2005, and the related statements of
      operations, stockholders' equity, and cash flows for the year then ended. These
      financial statements are the responsibility of the Company's management. Our
      responsibility is to express an opinion on these financial statements based
      on
      our audit.





We
      conducted our audit in accordance with the standards of the PCAOB (United
      States). Those standards require that we plan and perform the audit to obtain
      reasonable assurance about whether the financial statements are free of material
      misstatement. The Company is not required to have, nor were we engaged to
      perform, an audit of its internal controls over financial reporting. Our audits
      included consideration of internal control over financial reporting as a basis
      for designing our procedures that are appropriate in the circumstances, but
      not
      for the purpose of expressing an opinion on the effectiveness of the Company’s
      internal control over financial reporting. As such we express no such opinion.
      An audit includes examining, on a test basis, evidence supporting the amounts
      and disclosures in the financial statements. An audit also includes assessing
      the accounting principles used and significant estimates made by management,
      as
      well as evaluating the overall financial statement presentation. We believe
      that
      our audit provides a reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Smart Energy Solutions, Inc. (fka
      Datigen.com, Inc.) as of December 31, 2005 and the results of their operations
      and their cash flows for the year then ended in conformity with accounting
      principles generally accepted in the United States.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 2 to the financial
      statements, the Company has incurred substantial losses from operations and
      has
      limited sales of its product which raises substantial doubt about its ability
      to
      continue as a going concern. Management's plans in regard to these matters
      are
      also described in Note 2. The financial statements do not include any
      adjustments that might result from the outcome of this uncertainty.





As
      discussed in Note 7 to the financial statements, management discovered errors
      in
      the reporting of the Company’s valuation of stock options and warrants as of
      December 31, 2005. Accordingly, the consolidated financial statements as of
      and
      for the year ended December 31, 2005 have been restated to correct the
      errors.





/s/
      Chisholm, Bierwolf & Nilson, LLC





Chisholm,
      Bierwolf & Nilson, LLC


Bountiful,
      Utah


March
      27,
      2006 except for Notes 1, 4 and 7 dated March 29, 2007





F-3




REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





The
      Board
      of Directors


of
      Smart
      Energy Solutions, Inc.


(fka
      Datigen.com, Inc.)





We
      have
      audited the accompanying statements of operations, stockholders’ equity and cash
      flows for the year ended December 31, 2004  of
      Smart
      Energy Solutions, Inc. (fka Datigen.com, Inc.). These financial statements
      are
      the responsibility of the Company’s management. Our responsibility is to express
      an opinion on the financial statements based on our audits.





We
      conducted our audits in accordance with auditing standards of the Public Company
      Accounting Oversight Board (United States of America). Those standards require
      that we plan and perform the audits to obtain reasonable assurance about whether
      the financial statements are free of material misstatement. The Company is
      not
      required to have, nor were we engaged to perform, an audit of its internal
      controls over financial reporting. Our audits included consideration of internal
      control over financial reporting as a basis for designing our procedures that
      are appropriate in the circumstances, but not for the purpose of expressing
      an
      opinion on the effectiveness of the Company’s internal control over financial
      reporting. As such we express no such opinion. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audits provide a
      reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the results of operations and cash flows of Smart Energy
      Solutions, Inc. (fka Datigen.com, Inc.)  for
      the
      year ended December 31, 2004 in conformity with accounting principles generally
      accepted in the United States of America.





/s/
      Squire & Company, PC





Squire
      & Company, PC


Orem,
      Utah


April
      6,
      2005




F-4


**SMART
        ENERGY SOLUTIONS, INC.**
 (fka
        Datigen.com, Inc.)
 Balance
        Sheet


December
                  31,
              2005(restated)ASSETSCURRENT
                ASSETSCash
            
            $
            939,545Accounts
                receivable, net
            
            
            15,683Inventory
            
            
            194,654Prepaid
                expenses
            
            
            23,293Total
                Current Assets
            
            
            1,173,175PROPERTY
                AND EQUIPMENT, net
            
            
            44,800OTHER
                ASSETSTrademark,
                net
            
            
            1,288Lease
                deposit
            
            
            6,000Battery
                technology, net
            
            
            44,292Total
                Other Assets
            
            
            51,580TOTAL
                ASSETS
            
            $
            1,269,555LIABILITIES
                AND STOCKHOLDERS’ EQUITYCURRENT
                LIABILITIESAccounts
                payable and accrued expenses
            
            $
            332,260Total
                Current Liabilities
            
            
            332,260Total
                Liabilities
            
            
            332,260COMMITMENTSSTOCKHOLDERS’
                EQUITYPreferred
                stock: no par value; 1,000,000 sharesauthorized;
                none outstanding
            
            
            -Common
                stock: no par value; authorized 500,000,000shares;
                63,279,605 shares issued and outstanding
            
            
            4,373,047Accumulated
                deficit
            
            
            (3,435,752
            )Total
                Stockholders’ Equity
            
            
            937,295TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY
            
            $
            1,269,555




The
        accompanying notes are an integral part of these financial
        statements.
  F-5
  **SMART
        ENERGY SOLUTIONS, INC.**
 (fka
        Datigen.com, Inc.)
 Statements
        of Operations


For
                the Years Ended
              December
                31,2005
            
            2004(restated)REVENUES
            
            $
            151,257
            
            $
            -COST
                OF SALES
            
            
            78,167
            
            
            -GROSS
                MARGIN
            
            
            73,090
            
            
            -OPERATING
                EXPENSESGeneral
                and administrative
            
            
            746,703
            
            
            2,977Marketing
                and advertising
            
            
            546,107
            
            
            -Consulting
                fees
            
            
            1,301,672
            
            
            -TOTAL
                OPERATING EXPENSES
            
            
            2,594,482
            
            
            2,977LOSS
                FROM OPERATIONS
            
            
            (2,521,392
            )
            
            (2,977
            )OTHER
                INCOME (EXPENSES)Interest
                income
            
            
            1,815
            
            
            -TOTAL
                OTHER INCOME (EXPENSES)
            
            
            1,815
            
            
            -LOSS
                FROM CONTINUING OPERATIONS
            
            
            (2,519,577
            )
            
            (2,977
            )DISCONTINUED
                OPERATIONSIncome
                from discontinued operations beforebefore
                income tax expense
            
            
            -
            
            
            156,014Income
                tax expense
            
            
            -
            
            
            44,854INCOME
                FROM DISCONTINUEDOPERATIONS
            
            
            -
            
            
            111,160NET
                INCOME (LOSS)
            
            $
            (2,519,577
            )
            $
            108,183BASIC
                AND DILUTED LOSS PER COMMON SHARELoss
                from continuing operations
            
            $
            (0.04
            )
            $
            (0.00
            )Income
                from discontinued operations
            
            
            0.00
            
            
            0.09$
            (0.04
            )
            $
            0.09BASIC
                AND DILUTED WEIGHTED AVERAGENUMBER
                OF SHARES OUTSTANDING
            
            
            53,968,475
            
            
            1,149,355




The
        accompanying notes are an integral part of these financial
        statements.
  F-6
  **SMART
        ENERGY SOLUTIONS, INC.**
 (fka
        Datigen.com, Inc.)
 Statements
        of Stockholders’ Equity


Common
                  StockShares
              
              Amount
              
              Accumulated
                Deficit
              
              TotalBalance,
                  December 31, 2003
              
              
              860,000
              
              $
              1,236,600
              
              $
              (40,468
              )
              $
              1,196,132Repurchase
                  of common stock
              
              
              (258,810
              )
              
              (323,401
              )
              
              -
              
              
              (323,401
              )Common
                  stock issued for cash
              
              
              35,916,666
              
              
              179,583
              
              
              -
              
              
              179,583Distribution
                    of shares of subsidiary to shareholders, November 19, 2004
              
              
              -
              
              
              -
              
              
              (983,890
              )
              
              (983,890
              )Net
                    income for the year ended December 31, 2004
              
              
              -
              
              
              -
              
              
              108,183
              
              
              108,183Balance,
                  December 31, 2004
              
              
              36,517,856
              
              
              1,092,782
              
              
              (916,175
              )
              
              176,607Common
                  stock issued for cash
              
              
              25,591,749
              
              
              2,749,600
              
              
              -
              
              
              2,749,600Common
                  stock issued for services
              
              
              1,170,000
              
              
              234,000
              
              
              -
              
              
              234,000Value
                    of warrants and options issued for services
              
              
              -
              
              
              435,665
              
              
              -
              
              
              435,665Stock
                  offering costs
              
              
              -
              
              
              (139,000
              )
              
              -
              
              
              (139,000
              )Net
                    loss for the year ended December 31, 2005
              
              
              -
              
              
              -
              
              
              (2,519,577
              )
              
              (2,519,577
              )Balance,
                  December 31, 2005
              
              
              63,279,605
              
              $
              4,373,047
              
              $
              (3,435,752
              )
              $
              937,295


The
        accompanying notes are an integral part of these financial
        statements.





F-7


**SMART
        ENERGY SOLUTIONS, INC.**
 (fka
        Datigen.com, Inc.)
 Statements
        of Cash Flows (Continued)





For
                the Years EndedDecember
                31,2005
            
            2004CASH
                FLOWS FROM OPERATING ACTIVITIES
            
            (restated)Net
                loss
            
            $
            (2,519,577
            )
            $
            108,183Adjustments
                  to reconcile net loss to net cash used by operating
                  activities:Income
                from discontinued operations
            
            
            -
            
            
            (111,160
            )Allowance
                for bad debts
            
            
            8,637
            
            
            -Depreciation
                and write off of fixed assets
            
            
            60,225
            
            
            -Warrants
                and options issued for financing
            
            
            435,665
            
            
            -Amortization
            
            
            7,888
            
            
            -Common
                stock issued for services
            
            
            234,000
            
            
            -Changes
                in operating assets and liabilities:Discontinued
                operations
            
            
            -
            
            
            154,010(Increase)
                Decrease in accounts receivable
            
            
            (24,320
            )
            
            -(Increase)
                Decrease in inventory
            
            
            (126,763
            )
            
            -(Increase)
                Decrease in prepaid expenses
            
            
            (23,293
            )
            
            -Increase
                  (Decrease) in accounts payable and accrued expenses
            
            
            330,735
            
            
            1,525Net
                Cash Provided in Operating Activities
            
            
            (1,616,803
            )
            
            152,558CASH
                FLOWS FROM INVESTING ACTIVITIESPurchase
                of intangible assets
            
            
            (7,359
            )
            
            -Purchases
                of property and equipment
            
            
            (105,025
            )
            
            (120,000
            )Discontinued
                operations
            
            
            -
            
            
            (95,000
            )Net
                Cash Used in Investing Activities
            
            
            (112,384
            )
            
            (215,000
            )CASH
                FLOWS FROM FINANCING ACTIVITIESCash
                distributed to shareholders with stock of subsidiary
            
            
            -
            
            
            (80,050
            )Repurchase
                of common stock
            
            
            -
            
            
            (323,401
            )Common
                stock issued for cash
            
            
            2,610,600
            
            
            179,583Net
                Cash Provided by Financing Activities
            
            
            2,610,600
            
            
            (223,868
            )NET
                INCREASE (DECREASE) IN CASH
            
            
            881,413
            
            
            (286,310
            )CASH
                AT BEGINNING OF YEAR
            
            
            58,132
            
            
            344,442CASH
                AT END OF YEAR
            
            $
            939,545
            
            $
            58,132





The
        accompanying notes are an integral part of these financial
        statements.
  F-8
  **SMART
        ENERGY SOLUTIONS, INC.**
 (fka
        Datigen.com, Inc.)
 Statements
        of Cash Flows (Continued)


For
                the Years EndedDecember
                31,2005
            
            2004SUPPLEMENTAL
                DISCLOSURES OF CASH FLOW INFORMATION:Cash
                paid during the year for:Interest
            
            $
            1,815
            
            $
            -Income
                taxes
            
            $
            -
            
            $
            -NON-CASH
                FINANCING AND INVESTING ACTIVITIES:Common
                stock issued for services
            
            $
            234,000
            
            $
            -Warrants
                and options issued for services
            
            $
            435,665
            
            $
            -





The
      accompanying notes are an integral part of these financial
      statements.




F-9


**SMART
        ENERGY SOLUTIONS, INC.**
 (fka
        Datigen.com, Inc.)
 Notes
        to
        the Financial Statements
 December
        31, 2005 and 2004





NOTE
                1 -
            ORGANIZATION
                AND SUMMARY OF SIGNIFICANT ACCOUNTING
                POLICIES





a.
      Business and Organization





This
      summary of significant accounting policies of Smart Energy Solutions, Inc.
      (fka
      Datigen.com, Inc.) (the Company) is presented to assist in understanding the
      Company’s financial statements. The financial statements and notes are
      representations of the Company’s management, which is responsible for their
      integrity and objectivity. These accounting policies conform to accounting
      principles generally accepted in the United States of America and have been
      consistently applied in the preparation of the financial
      statements.





Nature
      of Operations - Smart
      Energy Solutions, Inc., (fka Datigen.com, Inc.), was incorporated in the State
      of Utah on February 10, 1999, for the purpose of developing and marketing
      various Internet and Internet-related products and services. Until March 23,
      2005, the Company was considered to be in the developmental stage in accordance
      with SFAS No. 7. On March 23, 2005, the Company purchased inventory,
      manufacturing molds and technology from Purisys, Inc. whereby it became a
      producer of an electronic control for vehicle batteries, known as the “Battery
      Brain”, which is intended to keep the batteries from discharging to the point
      that the vehicle can not be started. It is also intended to prevent the vehicle
      from being started without using the ignition system by what it commonly known
      as hot wiring. The Company has been selling the Battery Brain from that date
      on
      a wholesale basis through distributors and a retail basis over the internet.
      A
      special meeting of the shareholders of the Company was held on August 22, 2005.
      At the Meeting, the shareholders approved the change of the Company’s state of
      incorporation from Utah to Nevada by the merger of the Company with and into
      its
      wholly owned subsidiary, Smart Energy Solutions, Inc., a Nevada corporation.
      The
      shareholders also authorized the differences between the Articles of
      Incorporation of Smart Energy Solutions, Inc. and the Certificate of
      Incorporation of the Company, including changing the Company's name from
      Datigen.com, Inc. to Smart Energy Solutions, Inc., increasing the number of
      shares of the authorized common stock of the Company from 50,000,000 to
      500,000,000 shares of common stock and authorization of a class of 1,000,000
      million shares of preferred stock.





Stock
      Based Compensation - The
      Company did not grant any stock options to employees during the years ended
      December 31, 2005 or 2004, and all outstanding stock options were cancelled
      on
      November 24, 2004. The Company has adopted the disclosure-only provisions of
      Statement of Financial Accounting Standards (SFAS) No. 123, “Accounting for
      Stock-Based Compensation.” Accordingly, no compensation expense has been
      recognized for stock options granted to employees. But, had compensation expense
      for the Company’s stock options been determined based on the fair value at the
      grant date consistent with the provision of SFAS No. 123, there also would
      have
      been no compensation expense recognized for the years


ended
      December 31, 2005 or 2004, and the Company’s results of operations would have
      been the same as reported in the Statements of Income presented
      herein.





Fair
      Value of Financial Instruments - The
      Company’s financial instruments consist of cash and accounts payable. The
      carrying amounts approximate fair value because of the short-term nature of
      the
      items.




F-10


**SMART
        ENERGY SOLUTIONS, INC.**
 (fka
        Datigen.com, Inc.)
 Notes
        to
        the Financial Statements
 December
        31, 2005 and 2004
  NOTE
                  1 -
              ORGANIZATION
                  AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                  (Continued)


Concentration
      of Credit Risk - As of
      December 31, 2005, $30,041 of the Company’s cash is held in trust by the
      Company’s outside legal counsel. Also at December 31, 2005, $809,504 of the
      Company’s cash is held in a single banking institution in excess of the
      federally insured limits.





Earnings
      (Loss) Per Share (restated)- The computation of basic earnings (loss) per common share is based
      on the weighted average number of shares outstanding during each period.





December
                31,2005
            
            2004BASIC
                AND DILUTED LOSS PER COMMON SHARELoss
                from continuing operations
            
            $
            (0.05
            )
            $
            (0.00
            )Income
                    from discontinued operations
            
            
            0.00
            
            
            0.09$
            (0.05
            )
            $
            0.09BASIC
                  AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES
                  OUTSTANDING
            
            
            53,968,475
            
            
            1,149,355




The
      computation of diluted earnings per common share is based on the weighted
      average number of shares outstanding during the year plus the common stock
      equivalents which would arise from the exercise of stock options and warrants
      outstanding using the treasury stock method and the average market price per
      share during the year. The Company had no common stock equivalents at December
      31, 2004. Common stock equivalents were not included in the computation of
      loss
      per share at December 31, 2005 because they are anti-dilutive. At December
      31,
      2005 there are 27,480,000 common stock equivalents outstanding.





Cash
      and Cash Equivalents -For
      purposes of financial statement presentation, the Company considers all highly
      liquid investments with a maturity of three months or less, from the date of
      purchase, to be cash equivalents.





Use
      of
      Estimates -The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenues and expenses
      during the reporting period. Actual results could differ from those
      estimates.





Revenue
      Recognition -The
      Company’s revenues originate from sales of the Company’s Battery Brain product.
      The Company recognizes the revenue from such sales when the sale has been
      completed, the product delivered to and accepted by the purchaser, and
      collectibility is reasonably assured.




F-11


**SMART
        ENERGY SOLUTIONS, INC.**
 (fka
        Datigen.com, Inc.)
 Notes
        to
        the Financial Statements
 December
        31, 2005 and 2004


NOTE
      1
      - ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





Research
      and Development -The
      Company follows the policy of expensing its research and development costs
      in
      the period in which they are incurred.





Inventory -The
      Company’s inventory is composed of Battery Brain units and memory chips for the
      Battery Brain. The inventory is recorded at the lower of cost or
      market.





Accounts
      Receivable -  Accounts
      receivable are carried at original invoice amount less an estimate made for
      doubtful receivables based on a review of all outstanding amounts on a monthly
      basis. Specific reserves are estimated by management based on certain
      assumptions and variables, including the customer’s financial condition, age of
      the customer’s receivables, and changes in payment histories. As of December 31,
      2005 and 2004, an allowance for doubtful receivables $1,743 and $0,
      respectively, was considered necessary. Trade receivables are written off when
      deemed uncollectible. Recoveries of trade receivables previously written off
      are
      recorded when received.





Income
      Taxes (restated) -Deferred
      taxes are provided on a liability method whereby deferred tax assets are
      recognized for deductible temporary differences and operating loss and tax
      credit carry forwards and deferred tax liabilities are recognized for taxable
      temporary differences. Temporary differences are the differences between the
      reported amounts of assets and liabilities and their tax bases. Deferred tax
      assets are reduced by a valuation allowance when, in the opinion of management,
      it is more likely than not that some portion or all of the deferred tax assets
      will to be realized. Deferred tax assets and liabilities are adjusted for the
      effects of changes in tax laws and rates on the date of enactment.





Net
      deferred tax assets consist of the following components as of December 31,
      2005
      and 2004:




2005
            
            2004Deferred
                tax assets:NOL
                Carryover
            
            $
            721,466
            
            $
            1,161Deferred
                tax liabilities:
            
            
            -
            
            
            -Valuation
                allowance
            
            
            (721,466
            )
            
            (1,161
            )Net
                deferred tax asset
            
            $
            -
            
            $
            -




The
      income tax provision differs from the amount of income tax determined by
      applying the U.S. federal and state income tax rates of 39% to pretax income
      from continuing operations for the years ended December 31, 2005 and 2004 due
      to
      the following:




F-12


**SMART
          ENERGY SOLUTIONS, INC.**
 (fka
          Datigen.com, Inc.)
 Notes
          to
          the Financial Statements
 December
          31, 2005 and 2004
 NOTE
                  1 -
              ORGANIZATION
                  AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                  (Continued)





2005
            
            
            2004Book
                Loss from Operations
            
            $
            (982,635
            )
            $
            (1,161
            )Options
                and warrants issued for services
            
            
            169,909
            
            
            -Common
                stock issued for services
            
            
            91,260
            
            
            -Valuation
                allowance
            
            
            721,516
            
            
            1,161$
            -
            
            $
            -




At
      December 31, 2005, the Company had net operating loss carryforwards of
      approximately $2,895,000 that may be offset against future taxable income from
      the year 2024 through 2025. No tax benefit has been reported in the December
      31,
      2005 financial statements since the potential tax benefit is offset by a
      valuation allowance of the same amount.





Due
      to
      the change in ownership provisions of the Tax Reform Act of 1986, net operating
      loss carry forwards for Federal income tax reporting purposes are subject to
      annual limitations. Should a change in ownership occur, net operating loss
      carryforwards may be limited as to use in future years.





Battery
      Technology -On
      March
      23, 2005, the Company purchased the technology to its Battery Brain product
      for
      $52,109. The technology is being amortized over a period of 5 years. Costs
      associated with the trademark on the Battery Brain product of $1,431 are also
      capitalized and are pending or are being developed are not being amortized.
      Amortization expense for the years ended December 31, 2005 and 2004 was $7,959
      and $-0-, respectively.





Future
      Amortization of these Costs is as follows:





2006
            
            $
            10,7082007
            
            $
            10,7082008
            
            $
            10,7082009
            
            $
            10,7082010
            
            $
            2,749




The
      Company evaluates the recoverability of intangibles and reviews the amortization
      period on a continual basis utilizing the guidance of SFAS No. 142, “Goodwill
      and Other Intangible Assets.” Several factors are used to evaluate intangibles,
      including, but not limited to, management’s plans for future operations, recent
      operating results and projected, undiscounted cash flows.





Property
      and Equipment -The
      Company’s property and equipment are comprised of the following December 31,
      2005:








Office
                equipment
            
            $
            13,723Trade
                show booth
            
            
            4,650Molds
            
            
            22,500Leasehold
                improvements
            
            
            9,666Accumulated
                depreciation
            
            
            (5,739
            )Net
                Property and Equipment
            
            $
            44,800





F-13


**SMART
        ENERGY SOLUTIONS, INC.**
 (fka
        Datigen.com, Inc.)
 Notes
        to
        the Financial Statements
 December
        31, 2005 and 2004


NOTE
      1
      -  ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





The
      equipment is depreciated over its estimated useful life of 5 years under the
      straight-line method. Depreciation expense for the years ended December 31,
      2005
      and 2004 was $11,279 and $-0-, respectively. During the year ended December
      31,
      2005, the Company determined that molds with a depreciated book value of $48,946
      were no longer usable accordingly it recorded an impairment of the full
      amount.





Recent
      Accounting Pronouncements -During
      the year ended December 31, 2005, the Company adopted the following accounting
      pronouncements:





**SFAS
      No. 151** --
      In
      November 2004, the FASB issued SFAS No. 151 (SFAS 151), “Inventory Costs”. SFAS
      151 amends ARB No. 43, Chapter 4. This statement clarifies the accounting for
      abnormal amounts of idle facility expense, freight, handling costs, and wasted
      material (spoilage). SFAS 151 is the result of a broader effort by the FASB
      and
      the IASB to improve financial reporting by eliminating certain narrow
      differences between their existing accounting standards. This statement is
      effective for inventory costs incurred during fiscal years beginning after
      June
      15, 2005. The adoption of SFAS 151 will not have a material impact on the
      results of operations or financial position of the company as it does not have
      inventory.





**SFAS
      No. 153** -- In
      December 2004, the FASB issued SFAS No. 153 (SFAS 153) “Exchange of Non-monetary
      assets”. This statement was a result of a joint effort by the FASB and the IASB
      to improve financial reporting by eliminating certain narrow differences between
      their existing accounting standards. One such difference was the exception
      from
      fair value measurement in APB Opinion No. 29, Accounting for Non-Monetary
      Transactions, for non-monetary exchanges of similar productive assets. SFAS
      153
      replaces this exception with a general exception from fair value measurement
      for
      exchanges of non-monetary assets that do not have commercial substance. A
      non-monetary exchange has commercial substance if the future cash flows of
      the
      entity are expected to change significantly as a result of the exchange. This
      statement is effective for non-monetary assets exchanges occurring in fiscal
      periods beginning after June 15, 2005. The adoption of SFAS 153 will not have
      a
      material effect on the Company’s financial position or results of
      operations.





**SFAS
      No. 154** --In
      May
      2005, the Financial Accounting Standards Board, issued Statement of Financial
      Accounting Standards (“SFAS, No. 154”), “Accounting Changes and Error
      Corrections,” which replaces Accounting Principles Board Opinion No. 20,
“Accounting Changes,” and SFAS No. 3, “Reporting Accounting Changes in Interim
      Financial Statements -- An Amendment of APB Opinion No. 28”. SFAS No. 154
      provides guidance on accounting for and reporting changes in accounting
      principle and error corrections. SFAS No. 154 requires that changes in
      accounting principle be applied retrospectively to prior period financial
      statements and is effective for fiscal years beginning after December 15, 2005.
      The Company does not expect SFAS No. 154 to have a material impact on our
      consolidated financial position, results of operations, or cash
      flows.





F-14


**SMART
        ENERGY SOLUTIONS, INC.**
 (fka
        Datigen.com, Inc.)
 Notes
        to
        the Financial Statements
 December
        31, 2005 and 2004





NOTE
      1
      -  ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





The
      following accounting pronouncement has not yet been adopted by the
      Company: ****





**SFAS
      No. 123(R)** -- In
      December 2004, the FASB issued SFAS No. 123 (Revised 2004) (SFAS 123 (R))
“Share-based payment”. SFAS 123 (R) will require compensation costs related to
      share-based payment transactions to be recognized in the financial statements.
      With limited exceptions, the amount of compensation cost will be measured based
      on the grant-date fair value of the equity or liability instruments issued.
      In
      addition, liability awards will be re-measured each reporting period.
      Compensation cost will be recognized over the period that an employee provides
      service in exchange for the award. FASB 123 (R) replaces FASB 123, Accounting
      for Stock-Based Compensation and supersedes APB option No. 25, Accounting for
      Stock Issued to Employees. This guidance is effective as of the first interim
      or
      annual reporting period after December 15, 2005 for Small Business
      filers.





Advertising
      and Marketing -The
      Company expenses advertising costs in the period in which they are incurred.
      Advertising and marketing expense was $546,107 and $-0- for the years ended
      December 31, 2005 and 2004, respectively.





NOTE
      2
      -  GOING
      CONCERN





The
      Company’s financial statements are prepared using generally accepted accounting
      principles applicable to a going concern, which contemplates the realization
      of
      assets and liquidation of liabilities in the normal course of business. The
      Company has not yet established an ongoing source of revenues sufficient to
      cover its operating costs and allow it to continue as a going concern.
      Historically, the Company has incurred significant annual losses, which have
      resulted in an accumulated deficit of $3,000,087 at December 31, 2005 which
      raises substantial doubt about the Company’s ability to continue as a going
      concern. The ability of the Company to continue as a going concern is dependent
      on the Company increasing sales to the point it becomes profitable. The Company
      may need to raise additional capital for marketing to increase its sales. If
      the
      Company is unable to increase sales sufficiently or obtain adequate capital,
      it
      could be forced to cease operation. The accompanying financial statements do
      not
      include any adjustments relating to the recoverability and classification of
      asset carrying amounts or the amount and classification of liabilities that
      might result from the outcome of this uncertainty.





Management
      plans to increase sales by increasing its marketing program and to obtain
      additional capital from the private placement of shares of its common stock.
      However, management cannot provide any assurances that the Company will be
      successful in accomplishing any of its plans.




NOTE
      3-  COMMON
      STOCK





On
      December 27, 2004, the Company sold 35,733,333 shares of common stock at $0.005
      per share pursuant to an exemption under Regulation S promulgated by the
      Securities and Exchange Commission. Additionally, during December 2004, the
      Company sold another 183,333 shares of common stock also at $0.005 per share.
      There were no underwriters or broker-dealers involved in the private placement
      of the stock, and accordingly there were no underwriting discounts or
      commissions. The Company received the full gross proceeds of $179,583 from
      the
      sale of the common stock. Of these shares sold in December 2004, 1,500,000
      were
      purchased by the new Chief Executive Office of the Company and 50,000 were
      purchased by a new Director of the Company.




F-15


**SMART
        ENERGY SOLUTIONS, INC.**
 (fka
        Datigen.com, Inc.)
 Notes
        to
        the Financial Statements
 December
        31, 2005 and 2004


During
      the three months ended March 31, 2005, the Company issued 2,225,000 shares
      of
      its common stock to various unrelated investors for an aggregate cash inflow
      of
      $290,000. Additionally, the Company issued 750,000 shares of common stock at
      $0.20 per share for services rendered during the period. The Company also issued
      950,000 shares for $190,000 in cash at $0.20 per share.





During
      the three months ended June 30, 2005, the Company issued 5,481,666 shares of
      its
      common stock to various unrelated investors for an aggregate cash inflow of
      $778,000. Additionally, the Company issued 145,000 shares of common stock at
      $0.20 per share for services rendered during the period.





During
      the three months ended September 30, 2005, the Company issued 5,000,000 shares
      of its common stock to various unrelated investors for an aggregate cash inflow
      of $1,000,000. Additionally, the Company issued 470,000 shares of common stock
      at $0.20 per share for services rendered during the period.





The
      Company has raised capital through the sale of equity units, each unit
      consisting of one share of common stock, one Class A warrant giving the holder
      the right to purchase 1 share of stock at $0.45, which is exercisable for 1
      year
      from the date of issuance, and one Class B warrant giving the holder the right
      to purchase 1 share of stock for $0.75, which is exercisable for 3 years. Each
      unit was offered for $0.20 per unit. The units were offered and issued pursuant
      to Regulation S promulgated by the Securities and Exchange Commission. The
      Company terminated the offering in October 2005.





In
      October 2005, the Company issued 1,368,333 common shares pursuant to the
      offering described above.





NOTE
      4- COMMON
      STOCK PURCHASE OPTIONS
      AND WARRANTS
      (restated)





On
      January 1, 2005, the Company authorized the sale of its units. Each unit
      consisted of one share of common stock and a Class A warrant to purchase one
      share of common stock at $0.45 (exercisable for 1 year) and a Class B warrant
      to
      purchase one share at $0.75 (exercisable for 3 years).




F-16


**SMART
        ENERGY SOLUTIONS, INC.**
 (fka
        Datigen.com, Inc.)
 Notes
        to
        the Financial Statements
 December
        31, 2005 and 2004


NOTE
      4- COMMON
      STOCK PURCHASE WARRANTS (Continued)





The
      following table summarizes the changes in warrants outstanding and the related
      prices for the shares of the Company’s common stock issued to non-employees of
      the Company. These warrants were granted in lieu of cash compensation for
      services performed or financing expenses.





Warrants
                Outstanding
            
            Warrants
                ExercisableYear
            
            Exercise
                Price
            
            Number
                shares outstanding
            
            Weighed
                Average Contractual Life (Years)
            
            Number
                Exercisable
            
            Weighted
                Average Exercise Price2005
            
            $
            0.75
            
            
            13,740,000
            
            
            3
            
            
            13,740,000
            
            $
            0.752005
            
            $
            0.45
            
            
            13,740,000
            
            
            1
            
            
            13,740,000
            
            $
            0.45





Transactions
      involving the Company’s warrant issuance are summarized as follows:





Number
                of Shares
            
            Weighted
                Average Exercise PriceOutstanding
                as of January 1, 2004
            
            
            -
            
            
            -Granted
            
            
            -
            
            
            -ExercisedCancelledOutstanding
                at December 31, 2004
            
            
            -
            
            
            -Granted
            
            
            35,510,000
            
            $
            0.60Exercised
            
            
            -
            
            
            -Cancelled
            
            
            -
            
            
            -Outstanding
                at December 31, 2005
            
            
            35,510,000
            
            $
            0.60




The
      estimated value of the compensatory options
      and warrants
      granted to non-employees in exchange for services and financing expenses was
      determined using the Black-Scholes pricing model and the following assumptions:
      expected term of 1 to 3 years, a risk free interest rate of 3.50% to
      4.55% ,
      a
      dividend yield of 0% and volatility of 22 % to
      98% .
      The
      amount of the expense charged to operations for compensatory options
      and warrants
      granted in exchange for services was $ 435,665 and $0
      during the years ended December 31, 2005 and 2004, respectively.





All
      valuations of common stock and equity issued for services were based upon value
      of the services rendered, which did not differ materially from the fair value
      of
      the Company’s common stock during the period the services were
      rendered.





NOTE
      5-  DISCONTINUED
      OPERATIONS AND DISTRIBUTION TO SHAREHOLDERS





On
      November 8, 2004, the Board of Directors of the Company resolved to contribute
      all of the assets (subject to all of the liabilities) of the Company’s
      concrete-cutting business to Precision Concrete Cutting, Inc. (PPC), a
      newly-formed subsidiary of the Company. The transfer of the assets and
      liabilities was in preparation for a distribution of the stock of this
      subsidiary to the shareholders of the Company. On November 19, 2004, all of
      the
      shares of PPC were distributed to the shareholders of the Company. Immediately
      subsequent to this distribution, the Company had no assets and no liabilities.
      PPC agreed to indemnify the Company from any liabilities and expenses which
      might arise in connection with the ownership or operation of any of the assets
      and business transferred to PPC.




F-17


**SMART
        ENERGY SOLUTIONS, INC.**
 (fka
        Datigen.com, Inc.)
 Notes
        to
        the Financial Statements
 December
        31, 2005 and 2004





The
      operations of the concrete-cutting business have been accounted for as
      discontinued operations, and accordingly, the results of operations and cash
      flows associated with this business have been segregated and reported as
      discontinued operations in the accompanying statements of income and cash flows.
      All periods presented have been restated to reflect the discontinued
      operations.





The
      accompanying financial statements have been restated to reflect the operations
      of PPC as discontinued.








For
                  the Year Ended
              December
                31,2004Revenues
            
            $
            643,226Direct
                operating costs
            
            
            (270,099
            )General
                and administrative
            
            
            (249,837
            )Other
                income (expense)
            
            
            32,724Net
                loss before income taxes
            
            
            156,014Income
                tax expense
            
            
            44,854Net
                income
            
            $
            111,160




The
      net
      assets of the discontinued operations were composed of the
      following:





Cash
            
            $
            80,050Other
                current assets
            
            
            572,887Property
                and equipment
            
            
            30,289Intangible
                assets
            
            
            387,344Accounts
                payable and accruedexpenses
            
            
            (86,680
            )Net
                assets
            
            $
            983,890




NOTE
                6-
            COMMITMENTS
                AND CONTINGENCIES





The
      Company has entered into a one year lease for its office which expires in July
      of 2006. Future lease commitments are $21,000 for 2006. The Company incurred
      rent expense of $27,000 and $0 in 2005 and 2004, respectively.




F-18


**SMART
        ENERGY SOLUTIONS, INC.**
 (fka
        Datigen.com, Inc.)
 Notes
        to
        the Financial Statements
 December
        31, 2005 and 2004




NOTE
                7-
            RESTATED
                FINANCIAL STATEMENTS (restated)





Subsequent
      to the issuance the Company’s 2005 financial statements adjustments were made to
      record the value of options granted. A summary of those changes is reflected
      in
      the following schedule:





As
                Restated
            
            As
                ReportedBalance
                SheetCommon
                stock
            
            $
            4,373,047
            
            $
            4,060,263Accumulated
                deficit
            
            
            (3,435,752
            )
            
            (3,122,968
            )Total
                Stockholders’ Equity
            
            $
            937,295
            
            $
            937,295Statement
                of OperationsRevenues
            
            $
            151,257
            
            $
            151,257Cost
                of sales
            
            
            78,167
            
            
            78,167Operating
                expenses
            
            
            2,471,601
            
            
            2,155,187Other
                income (expense)
            
            
            (121,066
            )
            
            (124,696
            )Income
                tax expense
            
            
            -
            
            
            -Net
                loss
            
            $
            (2,519,577
            )
            $
            (2,206,793
            )Statement
                of Cash FlowsNet
                loss
            
            $
            (2,519,577
            )
            $
            (2,206,793
            )Warrants
                and options issuedfor
                financing
            
            
            435,665
            
            
            122,881





F-19