UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[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

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

                                207 Piaget Avenue
                                Clifton, NJ 07011
               (Address of Principal Executive Offices, Zip Code)

                                 (973) 340-6000
              (Registrant's Telephone Number, Including Area Code)


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 [ ]

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 [ ]

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. [ ]

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


<PAGE>

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 [ ] No [X].

                                       ii
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
PART I                                                                         2
  Item 1. Description of Business                                              2
  Item 2. Properties                                                           9
  Item 3. Legal Proceedings                                                    9
  Item 4. Submission of Matters to a Vote of Security Holders                  9
PART II                                                                        9
  Item 5.  Market for Common Equity and Related Stockholder Matters            9
  Item 6.  Management's Discussion and Analysis or Plan of Operation          13
  Item 7.  Financial Statements                                               15
  Item 8.  Changes in and Disagreements with Accountants on
                Accounting and Financial Disclosure                           15
  Item 8A. Controls and Procedures                                            15
  Item 8B. Other Information                                                  15
PART III                                                                      15
  Item 9. Directors, Executive Officers, Promoters and Control
                Persons; Compliance with Section
                16(a) of the Exchange Act                                     15
  Item 10. Executive Compensation                                             17
  Item 11. Security Ownership of Certain Beneficial Owners and
                Management and Related Stockholder Matters                    22
  Item 12. Certain Relationships and Related Transactions                     23
  Item 13. Exhibits                                                           25
  Item 14. Principal Accountant Fees and Services                             26

                                      iii
<PAGE>

Forward-Looking Statements

         This Annual Report on Form 10-KSB contains forward-looking information.
Forward-looking  information  includes  statements  relating to future  actions,
prospective  products,  future  performance or results of current or anticipated
products,  sales and  marketing  efforts,  costs and expenses,  interest  rates,
outcome of contingencies, financial condition, results of operations, liquidity,
business  strategies,  cost  savings,  objectives  of management of Smart Energy
Solutions,  Inc., Inc. (the "Company") and other matters. The Private Securities
Litigation  Reform Act of 1995  provides  a "safe  harbor"  for  forward-looking
information  to encourage  companies to provide  prospective  information  about
themselves  without fear of litigation so long as that information is identified
as  forward-looking  and is  accompanied  by  meaningful  cautionary  statements
identifying  important  factors  that  could  cause  actual  results  to  differ
materially from those projected in the information.  Forward-looking information
may be included in this Annual Report on Form 10-KSB or may be  incorporated  by
reference from other documents filed with the Securities and Exchange Commission
(the "SEC") by the Company. You can find many of these statements by looking for
words including, for example,  "believes," "expects," "anticipates," "estimates"
or similar  expressions  in this Annual  Report on Form  10-KSB or in  documents
incorporated  by  reference in this Annual  Report on Form  10-KSB.  The Company
undertakes  no  obligation  to  publicly  update or revise  any  forward-looking
statements, whether as a result of new information or future events.

         The Company has based the  forward-looking  statements  relating to the
Company's  operations  on  management's  current  expectations,   estimates  and
projections  about the Company  and the  industry  in which it  operates.  These
statements  are  not  guarantees  of  future   performance  and  involve  risks,
uncertainties  and assumptions  that we cannot predict.  In particular,  we have
based many of these  forward-looking  statements  on  assumptions  about  future
events  that may  prove to be  inaccurate.  Accordingly,  the  Company's  actual
results may differ materially from those  contemplated by these  forward-looking
statements.  Any differences could result from a variety of factors,  including,
but not limited to the following:

      o     the Company's ability to manufacture, market, and price the Battery
            Brain product;

      o     the Company's ability to hire and maintain the personnel necessary
            to run the operations of the Company;

      o     the level of consumer spending for the Company's product;

      o     the success of the Company's marketing and promotion programs in
            obtaining market acceptance for its product;

      o     market conditions affecting the prices of the Company's product; and

      o     responsiveness of both the trade and consumers to the Company's new
            product and marketing and promotion programs.


                                       1
<PAGE>


                                     PART I
Item 1. Description of Business

Smart Energy  Solutions,  Inc. (the  "Company" or "we") was initially  formed in
1999 as an Utah corporation under the name Datigen.com, Inc.. Until November 24,
2004, the Company had been involved in various activities, including development
and marketing of various  internet and internet  related  products and services,
investment  in trust  deed notes  secured by real  property,  and  providing  of
concrete  cutting  and  finishing  services  to persons  seeking to comply  with
certain  provisions  of the  American  Disability  Act of 1991 that  require the
removal of "trips hazards" from public sidewalks and ramps.

As further  discussed  below,  on November 24, 2004, a majority of the Company's
outstanding  common  stock was  purchased  by Amir  Uziel  and six  unaffiliated
foreign  individuals from certain of the Company's  shareholders,  including its
then Chief Executive Officer, Joseph Ollivier. Following such change in control,
the Company ceased all of its prior business operations.  On March 23, 2005, the
Company acquired from Purisys, Inc., a New Jersey corporation,  the intellectual
property  rights and certain  other  assets  relating to a product  known as the
Battery Brain. As further described below, the Battery Brain is a device that is
attached to a motor vehicle  battery for the purpose of  protecting  the vehicle
from  battery  failure  and theft.  Since  then,  the Company has engaged in the
manufacturing, distribution, and sale of units of the Battery Brain.

On August 25, 2005, the Company changed its 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.  As a result of such merger,
the  Company's  name was  changed to Smart  Energy  Solutions,  Inc. in order to
better reflect the Company's new business operations.

The Company's Business Prior to November, 2004

The Trip Hazard Removal Services

On January 2, 2002,  the Company paid $200,000 in cash and issued 175,000 shares
of  restricted  common stock to trusts owned by M. Ballard  Gardner and his wife
Lola Gardner of Orem,  Utah,  in exchange for  substantially  all the assets Mr.
Gardner owned in the business of trip hazard removal and concrete  cutting.  The
Company did not acquire any of Mr.  Gardner's  receivables  or assume any of his
pre-existing  liabilities.  There was no relationship or affiliation between the
Company  and  Mr.  Gardner  prior  to  the  transaction.  As  a  result  of  the
transaction,  175,000 shares of the Company's common stock,  representing  20.59
percent of the outstanding shares, were issued to Mr. Gardner.

The assets  acquired  consisted  primarily of equipment and supplies used in the
trip  hazard  removal  business,  ongoing  customer  accounts,  and  methods  of
operation.  The excess  purchase price over equipment and supplies was allocated
to goodwill.  The Company intended to pursue the business of trip hazard removal
in Utah, and use Utah as a base to expand operations to other metropolitan areas
through company and independent  operator-owned businesses through its franchise
program.  The Company  developed this business under the service name "Precision
Concrete  Cutting."  By December  31,  2003,  the  Company  had seven  franchise
operations.  Until the spin-off of the concrete  cutting business on November 9,
2004, the Company had 8 franchise operations.

The Company offered trip hazard removal services to public and private entities.
The American  Disability  Act of 1991 ("ADA")  requires  removal of trip hazards
from all public  sidewalks  and ramps.  The ADA applies to all  federal,  state,
county  and  municipal  facilities.  A trip  hazard is defined in the Act as any
vertical  change over  one-quarter  inch at any joint or crack in sidewalks  and
ramps.  Private  property  owners  also have a need for trip  hazard  removal to
mitigate  potential  liability for personal  injury  resulting from obvious trip
hazards on their property.

The Company marketed a concrete cutting and finishing service to municipalities,
apartment  owners,  churches,  hospitals,  educational  institutions,  etc.  The
cutting  system used was developed by M. Ballard  Gardner, and


                                       2
<PAGE>

uses a hand-held saw to cut through the concrete at the point of the hazard to
angle off the vertical edge, and a grinder is then applied to finish the newly
cut surface of the concrete. Mr. Gardner developed the cutting system in 1991,
and had been successfully using it to service state, county, and municipal
facilities, as well as private entities in Utah. The primary selling points of
the Company's system were that it:

o required less time to remove the trip-hazard;

o left a uniform finish on the concrete surface that has been cut;

o was a long term solution to the trip-hazard problem; and

o was a cost effective  solution,  particularly for  governmental  entities that
operate on tight budgets.

Other  methods of trip  hazard  removal  include the use of  grinders,  concrete
planers,  and scablers to grind down the vertical  edge, or require  removal and
replacement of the affected area of the sidewalk or ramp. However, only grinding
down the vertical edge leaves a rough  unfinished  surface,  and is  potentially
damaging to the underlying concrete,  thus creating a more expensive maintenance
problem.  The Company's cutting system allowed the Company to finish the surface
and  substantially  reduces the risk of damage to the concrete as it places less
stress on the concrete slab than  grinding.  Removing and replacing the affected
area  is a  long-term  solution,  but it is  more  costly  and  time  consuming.
Consequently,  the Company did not  believe  that there was any other  method of
trip hazard  removal  that  offered  the full range of  benefits  offered by our
cutting system.

Marketing the Trip Hazard Removal Services

The Company  offered its  services  under the service name  "Precision  Concrete
Cutting." The Company made personal service calls on prospective clients as well
as meeting them at tradeshows.  Prospective  clients  included  federal,  state,
county, and municipal  facilities,  including school districts and universities.
The  Company  was  successful  in bidding on  government  contracts  because its
cutting system is a low cost,  long-term solution for government  entities.  The
Company also marketed its services to churches and private businesses.

Each trip hazard removal  project was bid separately on the basis of the number,
size, and complexity of the hazards to be removed.  The average cost of removing
a one-quarter inch trip hazard on a standard sidewalk is approximately  $48, and
usually requires approximately one-half hour of labor to complete.

The Company had a trademark for the name "Precision Concrete Cutting," which was
accepted on the supplemental register.

Franchising

The Company"s  objective  prior to November,  2004,  was to refine its method of
operation  and system for  marketing  the  franchise  opportunity.  The  Company
believed  franchises  are  popular  among  persons who desire to own and operate
their own  business,  because it provides to them the equipment and a system for
starting a business without the time and expense of identifying and developing a
business concept.  During 2003, the Company  successfully sold two franchises in
the following areas: Seattle,  Washington and San Francisco,  California.  Total
franchises in operation at December 31, 2003 were seven. As of November 9, 2004,
total franchises in operation were eight.

Our franchise offering included:

o the equipment  necessary for the trip hazard removal business,  except for the
vehicle the franchisee will need to transport equipment from job to job;

o marketing  information  and  materials,  including a system for estimating and
bidding trip hazard removal


                                       3
<PAGE>

projects, as well as a piece work accounting system;

o a minimum of two weeks of initial training on how to operate the system; and

o ongoing support and training.

During 2004 our  standard  franchise  fee was  $95,000.  We charged a continuing
monthly  royalty  of four  percent of gross  sales,  excluding  taxes,  once the
franchise  reaches gross sales equal to the franchise  fee. The franchise is for
an initial term of 10 years and has specific  territorial  rights. The franchise
agreement  provided us with the right to terminate a franchisee for a variety of
reasons,  including  insolvency or bankruptcy,  failure to operate  according to
certain  standards,  understatement  of gross  sales,  failure  to pay fees,  or
material misrepresentation on an application for a franchise.

Competition in the Trip Hazard Removal Industry

In Utah, the Company competed in providing the trip hazard removal services with
other   independently  owned  businesses  that  provide  concrete  grinding  and
replacement.  There were a significant number of these businesses,  particularly
in the Salt  Lake  City and  surrounding  metropolitan  areas,  fragmenting  the
competitive  market.  Some of these  businesses may have had greater  financial,
operational,  and managerial  resources than us. The Company competed with these
other  businesses  for trip  hazard  removal  business  on the basis of cost and
service.

There  were  a  substantial  number  of  established  regional,   national,  and
international  franchise  companies  that  offered a wide  variety  of  business
opportunities  to  persons  seeking  to own and  operate  their own  businesses.
Virtually  all of  these  companies  had well  known  and  successful  franchise
systems,   that  made  these   companies  and  their   franchise   opportunities
substantially  more attractive to many prospective  franchisees than that of the
Company. The Company intended to compete on the basis of cost and the profile of
the business owner sought. The Company's franchise opportunity had substantially
lower cost of getting  started  than many  franchises,  because  its trip hazard
removal  business can be operated  from home with a pick-up truck and trailer so
there  is no  need to make  substantial  capital  expenditures  to  establish  a
business  location and operation.  The Company's  franchised  business is fairly
simple to operate, so the Company targeted prospective  franchisees that are not
interested  in  businesses  that require  substantial  management  experience or
capability to operate successfully.

Government Regulation of Trip Hazard Removal Services

      The  business of removing  trip  hazards is not subject to any  meaningful
government  regulation.  The  Company  franchise  sales  program  was subject to
Federal Trade Commission regulations and various state laws regulating the offer
and sale of  franchises.  The FTC and various state laws required the Company to
furnish to  prospective  franchisees a franchise  offering  circular  containing
prescribed  information.  Fifteen states  required  registration  of a franchise
offering  circular or a filing with state  authorities.  Substantive  state laws
that regulated the  franchisor-franchisee  relationship existed in a substantial
number of states,  and bills had been  introduced in Congress from time to time,
which provided for federal regulation of the franchisor-franchisee  relationship
in certain  respects.  The state laws often  limited the  duration  and scope of
non-competition  provisions  and the ability of a  franchisor  to  terminate  or
refuse to renew a franchise,  and may have required us to escrow  franchise fees
until we provided all equipment, materials, and service offered to the Company's
franchisees  to start their  business.  In 2004,  the Company was  registered to
offer and sell franchises in two of the 15 states  requiring  registration,  and
completed an offering circular that complies with FTC regulations.

Disposition of Assets

On or about November 8, 2004, the Company conveyed all of its assets relating to
the  concrete  cutting  business and  transferred  all of its  liabilities  to a
Precision  Concrete  Cutting,  Inc.,  a Utah  corporation  ("PCC").


                                       4
<PAGE>

PCC was an affiliated  corporation  owned by all of the then shareholders of the
Company.  The  conveyed  assets  included  the  Company's  checking  and savings
accounts, accounts receivables,  equipment, goodwill, intellectual property, and
all other assets of the Company.  PCC assumed all the liabilities of the Company
as of said date.  The  consideration  for such  conveyance  was the  issuance of
601,190  shares of the  common  stock of PCC to the  Company.  These  restricted
shares were then  distributed to the  shareholders of the Company as of November
19, 2004.

PCC agreed to indemnity the Company and its affiliates  from any liabilities and
expenses which may arise in connection with the ownership or operation of any of
the assets or business of PCC,  including  without  limitation  any  obligations
arising  from any  liability  of PCC assumed  from the Company or related to the
former business of the Company.

The Company's Business Since November, 2004

On November  24,  2004,  50.87% of the  Company's  outstanding  common stock was
purchased by Amir Uziel and six unaffiliated foreign individuals from certain of
the Company's  shareholders,  including its then Chief Executive Officer, Joseph
Ollivier  (the "Uziel Stock  Purchase").  The persons  serving as directors  and
officers of the Company  prior to such  transaction  subsequently  resigned from
their  positions with the Company.  As a result of such  transaction,  Mr. Uziel
held directly 30% of the issued and outstanding share capital of the Company and
was elected President,  Chief Executive Officer, and director,  thereby assuming
control of the Company.

Following  such  change in  control,  the  Company  ceased  all  prior  business
operations. As further discussed below, the Company then purchased from Purisys,
Inc., a New Jersey corporation ("Purisys"), the intellectual property rights and
certain  other  assets  related  to a product  known as the  Battery  Brain (the
"Battery Brain  Assets").  On December 15, 2004, the Company and Purisys entered
into a binding letter of intent (the "Letter of Intent") which  provided,  among
other  things,  for the sale to the Company of the  Battery  Brain  Assets.  The
purchase  price to be paid by the  Company  was to be (i)  $100,000  (the  "Cash
Consideration"),  and (ii) the number of shares of common  stock of the  Company
which will constitute twenty (20%) percent of all issued and outstanding  shares
on a fully diluted basis when there has been $1 million invested in the Company,
or such  earlier date as agreed upon  between the Company and Mr.  Levinas.  The
Letter of Intent  obligated the Company to advance $100,000 plus $20,000 towards
payment of the Cash Consideration (the "Advance"). If the Company terminated the
Letter of Intent  prior to the  closing of the  purchase,  the  Advance  will be
automatically  converted  into a loan from the  Company to  Purisys,  which will
become due and payable by Purisys  within 15 days after the date of  termination
of the Letter of Intent.  One of the several closing  conditions was the receipt
of equity  investments  of not less than $900,000 which would be invested in the
development and marketing of the Battery Brain Product

On December 27, 2004, the Company  received an aggregate of $178,667 in cash and
executed subscription  agreements from 31 persons relating to the purchase of an
aggregate of 35,733,333  shares of common stock at a per share purchase price of
$0.005 per share.  The shares were offered and issued  pursuant to  Regulation S
promulgated  by the Securities  and Exchange  Commission.  Of the gross proceeds
received by the Company,  $120,000 was paid to Purisys as payment of the Advance
required by the Letter of Intent.

A  subsequent  net amount of  $2,749,600  was  received  by the  Company in 2005
relating to the purchase by non-U.S. citizens of 25,591,749 shares at an average
per share purchase price of $ 0.11. The shares were offered and issued  pursuant
to Regulation S promulgated by the Securities and Exchange Commission.

The  Company  sold the  shares as 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 placement was completed on November 2005.


                                       5
<PAGE>

On February  28, 2005,  the Company and Purisys  amended the Letter of Intent to
provide  that we would  advance  an  additional  $170,000  to  Purisys  to cover
day-to-day  operations,  finalize the purchase of 5,000 retail package units and
commence  the purchase of 5,000  wholesale  package  units.  These units and all
rights associated with these units, including without limitation,  revenues from
the sales of these  units,  will be part of the  assets to be  purchased  by the
Company.  The sum of  $170,000,  plus the  previous  amount of $120,000  paid to
Purisys  pursuant  to the Letter of Intent,  was to reduce the  $900,000  equity
investment  required  in the  Company  at the time of  closing  the  transaction
between the parties.

On March 23,  2005,  the  Company , Purisys  and Aharon Y.  Levinas  ("Levinas")
executed an Asset  Purchase  Agreement  (the  "Agreement")  pursuant to which we
purchased all the  intellectual  property  relating to the Battery Brain product
and the goodwill  associated  therewith and certain of the equipment relating to
the product. The purchased assets did not include the inventory which existed as
of March 23, 2005 or the molds for the  Battery  Brain  (which  were  located in
Italy and China),  which were  purchased by us for $66,487.  This  provision was
intended to replace the obligation in the Letter of Intent  regarding the equity
investment  of $900,000 in the Company at the time of the closing of the Battery
Brain acquisition.

The  consideration  paid by us for the Battery  Brain Assets was the issuance to
Levinas,  the sole shareholder of Purisys, of the number of shares of our common
stock which will have  constituted,  when there will have been an  aggregate  of
$1,000,000  invested  in the  Company,  twenty  (20%)  percent of all issued and
outstanding common stock and $100,000, which was previously paid pursuant to the
Letter  of  Intent.  As  discussed  below,   subsequent  to  the  Battery  Brain
acquisition,  we  raised  more than the  $1,000,000  investment  threshold  in a
private  placement of units of our securities,  and as a result,  in August 2005
the  Company  issued to  Levinas  10,421,750  shares  (representing  20%) of the
Company's  common stock.  Pursuant to the  Agreement,  we also agreed that if we
will  have not  raised  $400,000  prior to June 23,  2005 we would  issue to Mr.
Levinas  additional  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 in the private placement
of units of our securities and were not required to issue  additional  shares to
Mr. Levinas.  Pursuant to the Agreement,  we also agreed to use our best efforts
within  the next two years 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.  If we will have not  achieved
either (a) or (b) at any time on or prior to March 23, 2007,  then Levinas shall
be entitled to receive additional shares of common stock which equals 20% of the
outstanding share capital on a fully-diluted basis (calculated as of said date).
As further  discussed  below,  by November  2005 we had raised an  aggregate  of
$2,749,000  in a private  placement of units of our  securities;  therefore,  we
achieved  our  obligation  to  consummate  an  equity  raise  of not  less  than
$1,500,000  and Mr.  Levinas is no longer  entitled  to receive  the  additional
shares pursuant to the Agreement.

We agreed  with  Levinas to  mutually  agree to  negotiate,  in good  faith,  an
agreement regarding the registration rights of the Levinas for the shares issued
to  Levinas  pursuant  to the  Agreement;  Levinas  shall be  entitled  to equal
registration  rights with our controlling  shareholders,  pro rata in accordance
with their holdings, subject to a lock-up agreement.

The only  liabilities we assumed in the  transaction  are (i) the warranties and
service of any Battery  Brain  products sold prior to the execution and delivery
of the Agreement, (ii) any potential claims made by a person who alleges that he
assisted in developing the Battery Brain product and (iii) any taxes incurred as
a result of the  Agreement.  If there are any taxes  imposed on  Purisys  and/or
Levinas  as a result of the  receipt of our  shares,  we agreed to lend them the
amount of liabilities and expenses owed as a result thereof.  Said loan shall be
for a period of not less than 10 years.

Pursuant to the terms of the Agreement,  our Board of Directors shall consist of
five  (5)  members,  and  Levinas  shall  be  entitled  to  appoint  40%  of the
representatives to the Board of Directors.


                                       6
<PAGE>

If for any  reason  we  cease  to  manufacture,  sell or  otherwise  cease to be
involved in the Battery  Brain  product,  then  Levinas  shall have the right to
purchase  the Battery  Brain  product from us; the price and other terms of such
right shall be negotiated.

The asset acquisition was consummated in accordance with Section 368(a)(1)(C) of
the Internal Revenue Code of 1986, as amended, as a tax-free reorganization.

Since its purchase of the Battery  Brain,  the Company has focused on building a
management team,  establishing  operations and contractual  arrangements for the
manufacture and sale of units of the Battery Brain.

Principal Products and Markets

The Company's only products are its Battery Brain products. The Battery Brain is
a small,  box-shaped  device,  whose size and weight is  comparable to that of a
cellular  phone.  It is attached to the battery of a motor  vehicle and performs
two principal functions for the motor vehicle: prevention of battery failure and
protection  from theft.  If the Battery Brain is attached to a car battery,  and
the car's operator leaves the lights on while the car is turned off, the Battery
Brain will  prevent the  battery  from  failing,  so that the car can be started
again without having to recharge such battery.  It works by preventing a battery
from becoming drained below the level necessary for it to function.  The Battery
Brain is able to detect when the battery has reached  such point and,  upon such
detection,  it automatically  disconnects the power from the battery so that the
battery will not be drained any further. In addition, the Battery Brain protects
the vehicle from being  stolen by stopping the battery from  powering the engine
while the car is turned off,  thereby  preventing  a  potential  thief from "hot
wiring"  the  engine,  a  procedure  commonly  used  by  thieves  to turn on the
vehicle's engine without an engine key.

Different versions of the Battery Brain are available, each of which is intended
to be used with a  different  type of motor  vehicle.  As a result,  the Battery
Brain can be used on all types of motor  vehicles,  from passenger cars to light
trucks to heavy trucks,  buses,  tractors,  RVs,  motorcycles,  boats,  handicap
vehicles or any other motor vehicles that rely on batteries.

Sources and availability of raw materials and the names of principal suppliers

The  Company  is not  dependent  upon a small  number of  suppliers  for the raw
materials  used in the  production  of the  Battery  Brain as it expects to have
alternative sources available and not to encounter any difficulties in obtaining
such raw  materials.  We will not be dependent upon a small number of customers,
as we intend to market the Battery Brain to all users of motor vehicles.

Distribution Methods

The Company has contracted  with various  distributors  for  distribution of the
Battery Brain  products in the United States,  Canada,  Italy,  and Israel.  The
Company's agreements with its principal distributors are discussed below.

Agreement with Elcart  Distribution  S.P.A. On January 15, 2006, the Company and
Elcart Distribution S.P.A.  ("Elcart") entered into a distributorship  agreement
(the "Elcart Agreement"). Pursuant to the Elcart Agreement, Elcart was appointed
as the  exclusive  distributor  of the  Company's  Type I, Type II, and Type III
Battery  Brain  products in Italy with respect to any person other than a person
engaged  in the  business  of  manufacturing  motor  vehicles  and other  than a
national governmental body.

The term of the Agreement is for a one year period expiring on January 15, 2007.
The term shall be  automatically  renewed for successive one year periods unless
either  party  delivers to the other party  notice of its intent not to renew no
later than 60 days prior to the expiration of the immediately preceding period.


                                       7
<PAGE>

During the term of the Elcart Agreement, Elcart shall purchase from time to time
from the Company, and the Company shall manufacture and sell to Superior,  units
of the Battery Brain Products at certain prices  specified  therein.  Elcart may
thereafter  resell such units for its own  account in Italy to any person  other
than a person  engaged in the  business  of  manufacturing  motor  vehicles or a
person that is a national  governmental body. Elcart is not required to purchase
any units of the Battery Brain Products;  however, prior to every renewal of the
agreement,  the parties  must  negotiate  in good faith  sales  targets for such
renewal  period,  and Elcart  shall  purchase a quantity of units of the Battery
Brain  Products  equal to at least the sales targets  agreed to for such renewal
period. If Elcart fails to meet the sales targets, the Company may terminate the
Agreement and take other remedial actions. During the Term, Elcart is prohibited
from manufacturing,  marketing,  or distributing any items that compete with the
Battery  Brain  Products.  In  addition,  for a one year period  after the Term,
Elcart may not solicit any customers or employees of the Company.

Agreement with Superior Automotive Company.  The Company and Superior Automotive
Company  ("Superior")  entered into a  distributorship  agreement (the "Superior
Agreement"),  dated  November  30,  2005.  Pursuant to the  Superior  Agreement,
Superior was appointed as the exclusive  distributor of a customized  version of
the Company's Battery Brain product in the United States and Canada with respect
to new automobile dealerships (excluding dealerships that are original equipment
manufacturers).  The term of the  Superior  Agreement  is for a one year  period
expiring on November 30, 2006,  renewable  annually.  Either party may terminate
the Superior Agreement upon 60 days prior written notice.

During the term of the Superior Agreement,  Superior shall purchase from time to
time from the Company,  and the Company shall  manufacture and sell to Superior,
units of the customized Battery Brain product at prices to be negotiated between
the parties.  Superior may  thereafter  resell such units for its own account to
new automobile  dealerships  (excluding  dealerships that are original equipment
manufacturers)  located in the United States and Canada. During each year of the
Term and any renewals of the Term,  Superior  shall purchase a quantity of units
of the Products equal to at least the sales targets agreed to for the applicable
year.  The sales  targets for the initial one year period and the first  renewal
period are set forth in the Agreement.  With respect to any additional  renewals
of the Term,  sales  targets  shall be agreed to  between  the  parties  for the
applicable  renewal period prior to such renewal.  If Superior fails to meet the
sales  targets,  the Company may terminate the Agreement and take other remedial
actions. During the Term, Superior is prohibited from manufacturing,  marketing,
or distributing any items that compete with the Products. In addition, for a one
year period after the Term,  Superior may not solicit any customers or employees
of the Company.

Competition

The Company  expects to have a competitive  advantage  over  competitors  having
products which the market might consider to be similar to the Battery Brain.  We
feel that the Battery Brain is  differentiated  from similar products offered by
such  competitors  in various  important  ways.  The  Battery  Brain is the only
product of its kind that will protect  vehicles from battery  failure due to the
operation of any  electrical  accessory,  including  headlights,  radios,  trunk
lights, interior lights, door lights, or due to unknown shorts in the electrical
system.  Similar products  offered by competitors  protect vehicles from battery
failure due only to the operation of the  headlights.  The Battery Brain is also
easier to install than other competitive  products.  Further,  In order to reset
the load (the  energy  source),  most other  competitive  products  require  the
operator of the vehicle to lift the hood,  locate the device,  and press a reset
knob  located on the  device.  The Battery  Brain can be  operated  via a remote
control.

Intellectual Property

Our intellectual  property rights in the Battery Brain products are protected by
a patent. The patent does not expire until July 23, 2022.


                                       8
<PAGE>

Employees

The Company has 3 employees, of which all are employed full time.

Item 2.  Properties

On July 1, 2005 the Company  signed a one year lease for  offices and  warehouse
facilities  at 207 Piaget  Ave.,  Clifton NJ 07011at a monthly  rate of $3,000 a
month.

Item 3.  Legal Proceedings

There are no pending  legal  proceedings  to which the  Company is a party or in
which any director,  officer or affiliate of the Company, any owner of record or
beneficially  of more than 5% of any class of voting  securities of the Company,
or security holder is a party adverse to the Company or has a material  interest
adverse to the Company. The Company's property is not the subject of any pending
legal proceedings.

Item 4.  Submission of Matters to a Vote of Security Holders

No  matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of the fiscal year covered by this report.

                                     PART II

Item 5. Market for Registrant's  Common Equity,  Related Stockholder Matters and
Issuer Purchases of Equity Securities

Market Information.

The  Company's  common  stock has been traded on the Over the  Counter  Bulletin
Board  ("OTCBB")  sponsored by the National  Association of Securities  Dealers,
Inc.  under  the  symbol  SMGY.  The  following  table  sets  forth the range of
quarterly  high  and low  closing  bids  of the  common  stock  as  reported  on
http://finance.yahoo.com  during the years ending December 31, 2004 and December
31, 2005:

 ----------------------------- -------------------------------------------
        Financial Quarter               Bid Information*
 ----------------------------- -------------------------------------------
  Year            Quarter          High Bid            Low Bid
 --------- ------------------- ---------------- --------------------------
 2005         Fourth Quarter        $1.60             $0.40
 --------- ------------------- ---------------- --------------------------
              Third Quarter         $1.10             $0.43
 --------- ------------------- ---------------- --------------------------
              Second Quarter        $1.01             $.043
 --------- ------------------- ---------------- --------------------------
              First Quarter         $0.55             $0.20
 --------- ------------------- ---------------- --------------------------
 2004         Fourth Quarter        $1.25             $0.13
 --------- ------------------- ---------------- --------------------------
              Third Quarter         $1.25             $1.25
 --------- ------------------- ---------------- --------------------------
              Second Quarter        $1.25             $0.77
 --------- ------------------- ---------------- --------------------------
              First Quarter         $1.25             $1.25
 --------- ------------------- ---------------- --------------------------

*The quotations reflect inter-dealer prices,  without retail mark-up,  mark-down
or commission and may not represent actual transactions.


Holders

On March  30,  2006,  there  were  approximately  225  holders  of record of the
Company's common stock.

                                       9
<PAGE>

Dividends

The Company has not declared or paid any cash  dividends on its common stock nor
does it  anticipate  paying  any in the  foreseeable  future.  Furthermore,  the
Company  expects to retain any future  earnings  to finance its  operations  and
expansion. The payment of cash dividends in the future will be at the discretion
of its Board of  Directors  and will depend upon its  earnings  levels,  capital
requirements,  any  restrictive  loan  covenants  and  other  factors  the Board
considers relevant.

Securities Authorized for Issuance Under Equity Compensation Plans

On November  28, 2005,  the board of directors  resolved to adopt the 2005 Stock
Incentive Plan (the "2005 Stock Plan").  In connection  with the adoption of the
2005 Stock Plan, the Company  reserved  1,000,000  shares of common stock of the
Company for future  issuance under the plan. The 2005 Stock Plan  superseded all
previous equity  compensation plans of the Company.  No equity  compensation was
awarded under any previous equity compensation plans.

The following table presents  certain  information as of the end of December 31,
2005 with respect to  compensation  plans under which equity  securities  of the
Company are authorized for issuance:

<TABLE>
<CAPTION>
---------------------------- -------------------------- -------------------------- --------------------------
       Plan Category         Number of Securities to        Weighted-Average         Number of Securities
                             be Issued Upon Exercise       Exercise Price of       Remaining Available for
                             of Outstanding Options,      Outstanding Options,      Future Issuance Under
                               Warrants, and Rights       Warrants, and Rights       Equity Compensation
                                                                                       Plans (Excluding
                                                                                   Securities Reflected in
                                                                                          Column (a))

                                        (a)                              (b)                    (c)
---------------------------- -------------------------- -------------------------- --------------------------
<S>                          <C>                        <C>                        <C>
Equity Compensation Plans    0                          0                          0
Approved by Security
Holders
---------------------------- -------------------------- -------------------------- --------------------------
Equity Compensation Plans    0                          0                          1,000,000
Not Approved by Security
Holders
---------------------------- -------------------------- -------------------------- --------------------------
Total
---------------------------- -------------------------- -------------------------- --------------------------
</TABLE>


The purpose of the 2005 Stock Plan is to provide incentives to attract,  retain,
and motivate  eligible  persons whose present and  potential  contributions  are
important  to the  success of our  Company by offering  them an  opportunity  to
participate in our future  performance  through  awards of restricted  stock and
stock  bonuses.  The Stock Plan offers  directors,  officers  and  selected  key
employees,  advisors and  consultants of the Company an opportunity to acquire a
proprietary interest in the success of the Company, to receive compensation,  or
to increase such interest,  by purchasing  shares of the Company's common stock.
The Plan provides both for the direct award or sale of shares.

The 2005 Stock Plan is to be interpreted and applied by a committee of our Board
of Directors.  The Boards's principal  responsibilities  are the following:  (i)
designate  participants;  (ii) determine the type or types of stock awards to be
granted  to an  eligible  employee  or other  individual  under the plan;  (iii)
determine  the number of common shares to be covered by awards;  (iv)  determine
the terms and conditions of any award;  (v) determine  whether,  to what extent,
and under what  circumstances  awards may be settled or exercised,  or canceled,
forfeited  or  suspended,  and the  method or  methods  by which  awards  may be
settled,   exercised,   canceled,   forfeited  or  suspended;   (vi)   determine
requirements for the vesting of awards or performance criteria to be achieved in
order for awards to vest; (vii) determine whether, to what extent and under what


                                       10
<PAGE>

circumstances  common  shares  payable  with  respect to an award under the plan
shall be deferred either  automatically or at the election of the holder thereof
or of the Board;  (viii) interpret and administer the plan and any instrument or
agreement  relating to, or award made under,  the plan; (ix)  establish,  amend,
suspend or waive such rules and  regulations and appoint such agents as it shall
deem  appropriate  for the proper  administration  of the plan; and (x) make any
other  determination and take any other action that the Board deems necessary or
desirable  for  the  administration  of the  plan.  Unless  otherwise  expressly
provided in the Plan,  all  designations,  determinations,  interpretations  and
other  decisions  under or with respect to the Plan or any Award shall be within
the sole  discretion  of the Board,  may be made at any time and shall be final,
conclusive and binding upon all persons,  including the Company,  any affiliate,
any participant, any holder or beneficiary of any award, any stockholder and any
employee.  No awards under the 2005 Stock Plan shall be granted  after  December
31, 2014.

The 2005 Stock Plan provides that 1,000,000 shares of the Company's common stock
are reserved for stock awards under thereunder. Stock awards may be granted only
to employees or independent contractors  (including,  officers and directors who
are also employees) of the Company or of an affiliate of the Company.

Individual Equity Compensation Arrangements

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.

On July 29, 2005,  the Company  issued options to each of its directors - Joseph
Bahat,  Jacob Enoch,  Amir Uziel,  Tamir  Levinas,  and Aharon Y. Levinas.  Such
options were issued pursuant to a separate letter agreement entered into between
the  Company  and each  director  on July 29,  2005.  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.  As  compensation  for his  services,  each director
received  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  quarterly over the three
year period  commencing three months from the date of the Letter  Agreement,  so
that 28,750 stock  options  shall vest every three  months.  In  addition,  each
director shall be paid $4,000 for each year that he serves as director,  payable
quarterly in arrears.  Each director also shall be paid $1,000 for each board or
committee meeting at which he is physically present.

Pursuant to an Employment Agreement, dated May 24, 2005, between the Company and
Edward  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.

On April 22, 2005, the Company entered into separate Consulting  Agreements with
each of the  following  individuals:  Amir Uziel,  who is also a director of the
Company;  Yoram Drucker; and Lavi Krasnei. As compensation for services rendered
thereunder,  each consultant 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


                                       11
<PAGE>

as of January 1, 2005. The Consulting  Agreements were terminated on December 8,
2005. An aggregate of 60,000 shares were issued to each consultant  prior to the
termination of his respective agreement.

On April 18, 2005,  the Company and Jerome  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.

Recent  Sales  of  Unregistered  Securities;  Use of  Proceeds  from  Registered
Securities.

On January 24, 2006,  the Company  issued 60,000 shares to each of the following
persons: Amir Uziel; Tamir Levinas;  Shiri Levinas; Yoram Drucker; Lavi Krasney;
and David  Lubin.  Such  shares  were  issued in  consideration  for  consulting
services rendered to the Company. The shares were offered and issued pursuant to
an exemption from registration pursuant to Section 4(2) of the Securities Act of
1933, as amended.

On January 9, 2006,  the Company  issued shares to the following  persons in the
amount set forth  next to their  name:  Yair Alon - 26,250;  Guy Bahat - 50,000;
Daniel  Levi -  40,000;  Dov  Reznik -  143,750.  Such  shares  were  issued  in
consideration for services rendered to the Company.  The shares were offered and
issued  pursuant to an exemption from  registration  pursuant to Section 4(2) of
the Securities Act of 1933, as amended.

On November 29, 2005, the Company issued shares to the following  persons in the
amount set forth next to their name:E.G. Europe Assets - 31,250; Eshed Dash Ltd.
- 162,500;  Sagi Levinas - 29,500; Dov Reznik - 105,000. Such shares were issued
in consideration for services  rendered to the Company.  The shares were offered
and issued pursuant to an exemption from  registration  pursuant to Section 4(2)
of the Securities Act of 1933, as amended.

In November 2005, the Company  completed a private placement of 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 from
the  date  of  issuance.  However,  by  resolution  of the  Company's  Board  of
Directors,  dated October 22, 2005, the expiration  date of the Class A Warrants
was  changed  to  September  30,  2006 and the  expiration  date of the  Class B
Warrants  was changed to September  30,  2008.  Each unit was sold for $0.20 per
unit.  Commissions in connection with the placement were paid to non-US persons.
The units were  offered and issued  pursuant to an exemption  from  registration
pursuant to Regulation S promulgated by the Securities and Exchange  Commission.
The Company did not make any offers in the United States, each of the purchasers
was outside the United States,  and there were no selling  efforts in the United
States.

As of  August  31,  2005,  the  Company  issued  10,421,750  shares to Aharon Y.
Levinas. Such shares were issued pursuant to the Asset Purchase Agreement, dated
March 23, 2005, between the Company,  Purisys, Inc., and Mr. Levinas, as partial
consideration for the sale of the Battery Brain to the Company by Purisys, Inc.,
a company  wholly  owned by Mr.  Levinas.  The shares  were  offered  and issued
pursuant to an  exemption  from  registration  pursuant  to Section  4(2) of the
Securities Act of 1933, as amended.

As of July 13, 2005,  the Company  issued 50,000  shares to Michael  Ferrence in
consideration  for legal  services  rendered  to the  Company.  The shares  were
offered  and issued  pursuant  to an  exemption  from  registration  pursuant to
Section 4(2) of the Securities Act of 1933, as amended.

In June 2005, the Company  completed a private placement of shares of its common
stock. Each share was sold for $0.15. The Company had received proceeds totaling
an aggregate of $130,000 in net  proceeds  representing  the issuance of 866,666
shares.  Commissions  in  connection  with the  placement  were  paid to


                                       12
<PAGE>

non-US persons.  The units were offered and issued pursuant to an exemption from
registration pursuant to Regulation S promulgated by the Securities and Exchange
Commission.  The Company did not make any offers in the United  States,  each of
the purchasers was outside the United States,  and there were no selling efforts
in the United States.

As of April 1, 2005,  the Company  issued  360,000 shares to Seth A. Farbman and
60,000 shares to Shai Z. Stern in consideration of consulting  services rendered
to the Company. The shares were offered and issued pursuant to an exemption from
registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.

As of March 23,  2005,  the  Company  issued  500,000  shares to David  Lubin in
consideration  for legal  services  rendered  to the  Company.  The shares  were
offered  and issued  pursuant  to an  exemption  from  registration  pursuant to
Section 4(2) of the Securities Act of 1933, as amended.

As of February 20, 2005, the Company issued 250,000 shares to Joseph Ollivier in
consideration for consulting  services rendered to the Company.  The shares were
offered  and issued  pursuant  to an  exemption  from  registration  pursuant to
Section 4(2) of the Securities Act of 1933, as amended.

In January  2005,  the Company  completed a private  placement  of shares of its
common stock.  Each share was sold for $0.07. The Company had received  proceeds
totaling an  aggregate of $5,000 in net  proceeds  representing  the issuance of
66,667 shares.  Commissions in connection with the placement were paid to non-US
persons.  The units  were  offered  and issued  pursuant  to an  exemption  from
registration pursuant to Regulation S promulgated by the Securities and Exchange
Commission.  The Company did not make any offers in the United  States,  each of
the purchasers was outside the United States,  and there were no selling efforts
in the United States.

On December 27, 2004, the Company  received an aggregate of $178,667 in cash and
executed subscription  agreements from 31 persons relating to the purchase of an
aggregate of 35,733,333  shares of common stock at a per share purchase price of
$0.005 per share.  There were no underwriters or broker-dealers  involved in the
private  placement and therefore no underwriting  discounts or commissions  were
paid; the Company  received the full gross proceeds of the offering.  The shares
were offered and issued  pursuant to Regulation S promulgated  by the Securities
and  Exchange  Commission.  The  Company  did not make any  offers in the United
States,  each of the purchasers was outside the United States, and there were no
selling  efforts in the United  States.  Amir  Uziel,  the  President  and Chief
Executive Officer and a director of the Company,  purchased  1,500,000 shares of
common stock in the  offering,  and Robert  Lubin,  a director of the Company at
such time, purchased 50,000 shares of Common Stock.

The Company also  received an  aggregate of $1,333 in cash from 3 U.S.  citizens
relating  to the  purchase  of  266,666  shares of  common  stock at a per share
purchase price of $0.005 per share. There were no underwriters or broker-dealers
involved in the private  placement  and therefore no  underwriting  discounts or
commissions  were paid;  the  Company  received  the full gross  proceeds of the
offering.  The shares were  offered and issued  pursuant  to an  exemption  from
registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.

Purchases of equity securities by the issuer and affiliated purchasers.

None.

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


                                       13
<PAGE>

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 $860,954 consist
primarily of professional  fees of $128,056,  travel costs of $150,538,  finance
costs of $122,881 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 $871,007 to help  develop  strategy,  screen and recruit key
executives,  fill interim management  positions 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 $ 2,206,793  or $0.04 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.


                                       14
<PAGE>

Off Balance Sheet Arrangements.

None

Item 7.   Financial Statements

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

Item  8.  Changes  In and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure

None

Item 8A.  Controls and Procedures

Disclosure Controls and Procedures

Based on an evaluation  under the supervision and with the  participation of the
Company's  management as of a date within the end of the period  covered by this
Annual Report on Form 10-KSB,  the Company's chief  executive  officer and chief
financial  officer has  concluded  that the  Company's  disclosure  controls and
procedures  (as defined in Rules  13a-14(c) and 15d-14(c)  under the  Securities
Exchange Act of 1934,  as amended (the  "Exchange  Act") are effective to ensure
that  information  required to be  disclosed  by the Company in reports  that it
files or submits under the Exchange Act is recorded,  processed,  summarized and
reported within the time periods specified in Securities and Exchange Commission
rules and forms.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation. There were no significant deficiencies or material weaknesses,
and therefore there were no corrective actions taken. However, the design of any
system  of  controls  is  based  in part  upon  certain  assumptions  about  the
likelihood  of future  events and there is no  certainty  that any  design  will
succeed in achieving its stated goal under all potential future  considerations,
regardless of how remote.

Internal Controls Over Financial Reporting

There  have  not  been any  changes  in the  Company's  internal  controls  over
financial  reporting  (as such term is defined in Rules  13a-15(f) and 15d-15(f)
under the Exchange Act) during the  Company's  most recent fiscal year that have
materially  affected,  or  are  reasonably  likely  to  materially  affect,  the
Company's internal controls over financial reporting.

Item 8B.  Other Information

None

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act

Directors and Officers.

The following  table sets forth the names,  ages, and positions with the Company
for each of the directors and officers of the Company as of March 30, 2005.


                                       15
<PAGE>

         Name                         Age                Positions and Offices
         -----------------            ---                ---------------------

         Peter Mateja                  55                CEO

         Edward Braniff                56                CFO

         Aharon Y. Levinas             59                CTO and Director

         Joseph Bahat                  74                Chairman

         Jacob Enoch                   56                Director

         Amir Uziel                    41                Director

         Tamir Levinas                 34                Director

The  directors  of the Company  have been elected to serve until the next annual
meeting of  stockholders  and until  their  successor(s)  have been  elected and
qualified.  Officers are  appointed  by the Board of Directors  and serve at the
discretion of the Board.Aharon Levinas is the father of Tamir Levinas.

The  following is  information  on the business  experience of each director and
officer:

Mr.  Mateja  was the  President  and Chief  Executive  Officer  of Home and Park
Motorhomes,   a   manufacturer   of  camper  vans  having   revenues   exceeding
$100,000,000.  Mr. Mateja has been president and chief executive officer and has
held general  management  positions in automotive,  medium and heavy duty truck,
RV,  fire  truck  and  body  building   manufacturers   as  well  as  industrial
manufacturers.  He has led companies to  significant  revenue,  market share and
earnings  improvements.  Mr.  Mateja  has led  manufacturers  such  as  Navistar
International   Corporation   Canada,  E  -  One  Canada,   Amerock  Canada  and
SuperPac/Frink.  He  is  also  a  former  president  of  the  Automotive  Parts'
Manufacturers' Association.

Mr.  Braniff  worked  for  AT&T  for  27  years,  he  has a  strong  operational
background,  having held finance  positions in Regulatory  reporting,  Assistant
Treasurer,  Assistant  Controller and the CFO for  International and Operational
Divisions.  Since leaving AT&T in 1998 Mr. Braniff has worked as a consultant to
major  corporations.  He has  been  the CFO  and  then  the  COO for The  Global
TeleExchange in Virginia, (1999-2000). The Cedar Group PLC (2001-2003),a British
based Public Company providing global software and consulting services.

Mr.  Aharon Y.  Levinas  was  appointed  as the Chief  Technology  Officer and a
director  of the  Registrant  as of March  23,  2005.  Mr.  Levinas  is the sole
shareholder  of  Purisys,  Inc.,  a New  Jersey  corporation  which Mr.  Levinas
established  over 10 years ago. Mr.  Levinas' sole business  activities  for the
last 10 years has been the  development and  establishment  of the Battery Brain
product.

Mr. Bahat has established and directed a Honda distributorship in Israel, served
as the Chairman and Chief Executive Officer of Hertz International Franchisee in
Israel,  been the Managing  Director of Hertz Rent aCar (Israel)  Ltd., and been
the manager of Ford Distributor in Israel. He is currently a member of the board
of  directors  of the  United  Mizrahi  Bank.  He is also  serving  as the  Vice
President of the Israeli Federation of the Chamber of Commerce,  a member of the
Israel British  Business  Counsel,  a Chairman of Mosdot House,  and as Economic
Ambassador of the Ministry of Commerce & Industry.

Mr. Enoch has been the President of Korean Motors Israel- KIA Distributor Israel
since June 2004. Since January 2004, he also has been serving as the Chairman of
the Board of Directors of the Israeli Car Importers Association.  Since December
2003, he has been serving as a member of the board of directors of Alliance Tire
Company  in  Israel.  In 2001 and  2000,  he  served as a member of the board of
directors of Europcar Israel. Prior


                                       16

to 2000, Mr. Enoch was engaged in managerial  positions with various  automobile
rental agencies and automobile  distributors  over the course of more than three
decades.  Mr. Enoch received an MBA in Marketing  from  Jerusalem  University in
Jerusalem,  Israel, and a Bec in Mechanical Engineering from Tel Aviv University
in Tel Aviv, Israel.

Mr. Uziel became the President and Chief Executive Officer and a director of the
Company on November  24, 2004.  From 1994 to the present,  Mr. Uziel has been an
economist for Amir Uziel  Consult,  a private  company  providing  international
business  development  and  marketing  advisory  services to some of the leading
Israeli companies.  Prior thereto,  Mr. Uziel was Sales and Marketing Manager of
Hollandia Sleep Engineering  Center Ltd., a furniture chain in Israel. Mr. Uziel
received his B.A. from Tel Aviv University School of Economics and Accounting in
1991.

Tamir  Levinas,  was  appointed as a director of the  Registrant as of March 23,
2005. Since 1998 he has been the head of Technical  Development of Internet Gold
(Nasdaq:  IGLD),  where  he is  responsible  for  managing  all  aspects  of the
technical department activities,  project management and engineering, as well as
being  responsible for technical vendor  relations and procurement.  Mr. Levinas
received  a  B.A.  in  Business  and  Information   Technology  Management  from
Inter-Disciplinary Center in Herzelia, Israel in 2004.

Except  as  otherwise  indicated  above,  our  directors  and  officers  are not
directors in any other  reporting  companies.  None of our directors or officers
has been  affiliated  with any company that has filed for bankruptcy  within the
last five years. The Company is not aware of any proceedings to which any of the
Company's  officers  or  directors,  or any  associate  of any such  officer  or
director, is a party adverse to the Company or any of the Company's subsidiaries
or has a material interest adverse to it or any of its subsidiaries.

Audit Committee Financial Expert.

The Board of Directors has not  established an audit committee and does not have
an audit committee financial expert.

Section 16(a) Beneficial Ownership Reporting Compliance.

Section  16(a) of the  Securities  Exchange  Act of 1934  requires  officers and
Directors  of the  Company  and  persons  who own  more  than ten  percent  of a
registered class of the Company's equity securities to file reports of ownership
and changes in their ownership with the Securities and Exchange Commission,  and
forward copies of such filings to the Company.  We believe,  based solely on our
review of the copies of such forms and other written representations to us, that
during the fiscal year ended December 31, 2005, all reporting  persons  complied
with all applicable Section 16(a) filing requirements.

Code of Ethics. The Company has not yet adopted a Code of Ethics.

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.


                                       17
<PAGE>

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                      Annual compensation                             Long-term compensation
                              -----------------------------------------    -----------------------------------------------------
                                                                                 Awards                   Payouts
                                                                           ---------------------------    -------
                                                                                          Securities
                                                                                            under-
                                                                           Restricted         Lying                   All other
    Name and                                             Other annual        stock         options/        LTIP        compen-
    principal   Fiscal Year    Salary        Bonus      compensation        award(s)          SARs         Payouts     sation
    position      Covered       ($)           ($)            ($)              ($)             (#)           ($)          ($)
       (a)          (b)         (c)           (d)            (e)              (f)             (g)           (h)          (i)
-------------   ----------   -------         -----      --------------      ---------       ---------      -------     ---------
<S>              <C>         <C>               <C>            <C>               <C>    <C>                    <C>         <C>
Joseph F.
Ollivier(1)      2005(1)           0           0              0                                0              0           0
                 2004         24,000           0              0                 0              0              0           0
                 2003         24,000           0              0                 0              0              0           0

Amir Uziel       2005(2)           0           0         38,000                                0              0           0
                 2004              0           0              0                 0              0              0           0

Jerome Chaney    2005(3)      75,000           0              0                 0              0              0           0

Aharon Levinas   2005(4)     142,000                                                   2,650,000

Edward Braniff   2005(5)     115,600                                                   1,000,000(5)

Peter Mateja     2005(6)      37,500           0              0                 0      3,000,000(6)           0           0
</TABLE>


(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


                                       18
<PAGE>

         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.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
                                OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                         [Individual Grants]
------------------------------------------------------------------------------------------------------
     Name            Number of        Percent of total
                    securities           options/SARs
                    underlying            granted to        Exercise or base
               options/SARs granted   employees in fiscal      price ($/Sh)       Expiration date
                        (#) year
     (a)                (b)                  (c)                  (d)                     (e)
------------------------------------------------------------------------------------------------------
<S>                  <C>                     <C>                  <C>                    <C>
Peter Mateja         3,000,000               75%                  0.15                  *(1)
-----------------------------------------------------------------------------------------------------
Edward Braniff       1,000,000               25%                  0.05                  *(2)
------------------------------------------------------------------------------------------------------
</TABLE>


(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


                                       19
<PAGE>

         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 $0.05 per share.  Such options shall vest shall vest
         pro  ratably  every  three  (3)  months  over  three  (3)  year  period
         commencing on May 24, 2005.  The vested  options  shall be  exercisable
         until  the  earlier  of  5  years  after  vesting  or  365  days  after
         termination  of CFO's  employment  with the  Company.  The options were
         issued in  consideration  for Mr.  Braniff's  services  rendered to the
         Company in his capacity as Chief Financial Officer.
(c)      Option/ SAR Exercises. The following table provides certain information
         with respect to the Named Executive Officers concerning the exercise of
         stock  options  during the fiscal year ended  December 31, 2000 and the
         value of unexercised stock options held as of such date.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
          Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
---------------------------------------------------------------------------------------------
                                                      Number of securities      Value of
                                                           underlying          unexercised
                                                          unexercised          in-the-money
                                                        options/SARs at       options/SARs at
                                                           FY-end (#)           FY-end ($)
                Shares acquired on                       Exercisable/          Exercisable/
     Name         exercise (#)     Value realized ($)    Unexercisable         Unexercisable
      (a)            (b)                  (c)                  (d)                  (e)
---------------------------------------------------------------------------------------------
<S>                   <C>                  <C>              <C>
Peter Mateja          0                    0                3,000,000
---------------------------------------------------------------------------------------------
Edward Braniff        0                    0                1,000,000
---------------------------------------------------------------------------------------------
</TABLE>


(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


                                       20
<PAGE>

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.


(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 upopn
signing and $2,500 for each month.  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.


                                       21
<PAGE>


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.

Item 11.  Security  Ownership of Certain  Beneficial  Owners and  Management and
Related Stockholder Matters

The following  table lists, as of March 30, 2006, the number of shares of Common
Stock beneficially owned by (i) each person or entity known to the Company to be
the beneficial owner of more than 5% of the outstanding  common stock; (ii) each
officer and director of the Company;  and (iii) all officers and  directors as a
group.  Information  relating to  beneficial  ownership  of common  stock by our
principal  stockholders  and management is based upon  information  furnished by
each  person  using  "beneficial  ownership"  concepts  under  the  rules of the
Securities and Exchange Commission.  Under these rules, a person is deemed to be
a  beneficial  owner of a security  if that person has or shares  voting  power,
which  includes  the power to vote or direct  the  voting  of the  security,  or
investment  power,  which includes the power to vote or direct the voting of the
security.  The person is also deemed to be a beneficial owner of any security of
which that person has a right to acquire  beneficial  ownership  within 60 days.
Under the Securities and Exchange  Commission rules, more than one person may be
deemed to be a  beneficial  owner of the same  securities,  and a person  may be
deemed to be a beneficial owner of securities as to which he or she may not have
any pecuniary beneficial  interest.  Except as noted below, each person has sole
voting and investment power.

The percentages below are calculated based on 63,899, 605 shares of Common Stock
issued and  outstanding as of March 30, 2006.  Unless  otherwise  provided,  the
address  of each  person  listed  in the  following  table is c/o  Smart  Energy
Solutions, Inc., 207 Piaget Avenue, Clifton, NJ 07011.


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
        Officers, Directors, and       Title of Class    No. of Shares         Beneficial Ownership
            5% Stockholders
---------------------------------------------------------------------------------------------------
<S>                                     <C>              <C>                    <C>
Peter Mateja                            Common           3,000,000(1)          4.7%
---------------------------------------------------------------------------------------------------
Edward Braniff                                           1,000,000(2)          1.6%
---------------------------------------------------------------------------------------------------

Amir Uziel                              Common           1,942,500(3)

---------------------------------------------------------------------------------------------------
Joseph Bahat                            Common              57,500(3)          Less than 1%
---------------------------------------------------------------------------------------------------
Jacob Enoch                             Common              57,500(3)          Less than 1%
---------------------------------------------------------------------------------------------------
Aharon Y. Levinas                       Common          10,479,250(3)          16.6%%
---------------------------------------------------------------------------------------------------
Tamir Levinas                           Common           2,117,500(3)          3.13%
---------------------------------------------------------------------------------------------------
All directors and
executive officers as a                 Common           18,654,250(1)(2)(3)   26.0%
group (5 persons)
---------------------------------------------------------------------------------------------------
</TABLE>

     (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

                                       22
<PAGE>

     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.

     (2) Pursuant to an Employment  Agreement,  dated May 24, 2005,  between the
     Company and Edward 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.

     (3) On July 29,  2005,  the  Company  issued  345,000  options,  subject to
     vesting as described herein, to each of its directors - Joseph Bahat, Jacob
     Enoch, Amir Uziel, Tamir Levinas, and Aharon Y. Levinas.  Such options were
     issued  pursuant to a separate  letter  agreement  entered into between the
     Company and each  director on July 29, 2005,  as partial  compensation  for
     services rendered by the directors to the Company. The terms of each letter
     agreement  are  identical.  Each  option  entitles  the  holder  thereof to
     purchase  one share of the common stock of the Company for a price of $0.15
     per share.  The options are exercisable for three years after the date that
     the stock options vest.  Such stock options shall vest  quarterly  over the
     three  year  period  commencing  three  months  from the date of the Letter
     Agreement,  so that 28,750 stock options shall vest every three months.  In
     addition,  each director  shall be paid $4,000 for each year that he serves
     as director, payable quarterly in arrears. Each director also shall be paid
     $1,000  for  each  board or  committee  meeting  at which he is  physically
     present.

Item 12.  Certain Relationships and Related Transactions

As of March 6, 2006,  the Company has received a lock-up  agreement from each of
29 shareholders with respect to an aggregate of 37,029,528 shares  (representing
51%) of the  Company's  common  stock.  Each  lock-up  agreement  prohibits  the
shareholder  from selling the shares which are  specified in such  shareholder's
lock-up agreement until April 2008, except as follows:

(1) After April 2006, the  shareholder  may sell 20% of the shares  specified in
such shareholder's lock-up agreement.

(2) After April 2007, the  shareholder  may sell 30% of the shares  specified in
such shareholder's lock-up agreement.

(3) After April 2008, the balance remaining may be sold by the shareholder.

Notwithstanding the foregoing, the shares held by the shareholder may be sold at
anytime  as long as such sale does not  involve  the  shares  being  sold on the
Over-The-Counter  Bulletin  Board (or any  other  exchange  or medium  where the
securities of the Company are listed or quoted),  provided  that any  transferee
agrees to be bound by the terms of the lock-up agreement.

On January 24, 2006,  the Company  issued 60,000 shares to each of the following
persons: Amir Uziel, a director;  Tamir Levinas, a director;  and Shiri Levinas,
the daughter of Ahraon Y. Levinas, who is a director. Such shares were issued in
consideration for consulting  services rendered to the Company.  The shares were
offered  and issued  pursuant  to an  exemption  from  registration  pursuant to
Section 4(2) of the Securities Act of 1933, as amended.


23
<PAGE>

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.

As of  August  31,  2005,  the  Company  issued  10,421,750  shares to Aharon Y.
Levinas. Such shares were issued pursuant to the Asset Purchase Agreement, dated
March 23, 2005, between the Company,  Purisys, Inc., and Mr. Levinas, as partial
consideration for the sale of the Battery Brain to the Company by Purisys, Inc.,
a company  wholly  owned by Mr.  Levinas.  The shares  were  offered  and issued
pursuant to an  exemption  from  registration  pursuant  to Section  4(2) of the
Securities Act of 1933, as amended.

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.

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 upopn
signing and $2,500 for each month.  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.

On May 24, 2005,  the Company and Edward  Braniff  entered  into and  employment
agreement  pursuant  to which  Braniff is to be  employed  by the Company as its
Chief Financial Officer. As compensation for his services, Braniff shall receive
$140,000,  as base salary,  an annual bonus of $50,000 based on performance  and
options for 1,000,000 shares at $ .05 .

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.

On April 22, 2005,  the Company  entered into a Consulting  Agreement  with Amir
Uziel,  which was  thereafter  cancelled by the Company on December 8, 2005.  As
compensation  for his  services,  Mr.  Uziel was issued an  aggregate  of 60,000
shares and a monthly payment of $2,700.

On April 22, 2005,  the Company  entered into a Consulting  Agreement with Shiri
Levinas,  pursuant to which Ms. Levinas was issued an aggregate of 60,000 shares
and $30,000 as compensation for services  rendered.  Ms. Levinas is the daughter
of Ahron Y.  Levinas,  a director  and officer.  The  Consulting  Agreement  was
terminated on December 8, 2005.


                                       24
<PAGE>

On December 27, 2004, the following  persons,  who were directors of the Company
at that time,  purchased shares of the Company's common stock in connection with
an  offering of shares by the  Company  involving  a total of 31  persons:  Amir
Uziel, the President and Chief Executive  Officer and a director of the Company,
purchased  1,500,000 shares of common stock, and Robert Lubin, a director of the
Company,  purchased  50,000 shares of Common Stock. The per share purchase price
was $0.005 per share.

As of February 20, 2005, the Company issued 250,000 shares to Joseph Ollivier, a
former Chief Executive  Officer of the Company,  in consideration for consulting
services rendered to the Company. The shares were offered and issued pursuant to
an exemption from registration pursuant to Section 4(2) of the Securities Act of
1933, as amended.

Item 13.  Exhibits
<TABLE>
<CAPTION>
---------------- -------------------------------------------- -----------------------------------------------
  Exhibit No.                    Description                                   Where Found
---------------- -------------------------------------------- -----------------------------------------------
<S>              <C>                                          <C>
3.1              Articles of Incorporation                    Previously    filed    with   the    Company's
                                                              Registration  Statement  on Form 10-SB,  filed
                                                              with the SEC on May 11, 1999
---------------- -------------------------------------------- -----------------------------------------------
3.2              Bylaws                                       Previously    filed    with   the    Company's
                                                              Registration  Statement  on Form 10-SB,  filed
                                                              with the SEC on May 11, 1999
---------------- -------------------------------------------- -----------------------------------------------
4.1              Class A Warrant                              Previously filed with the Company's  Quarterly
                                                              Report on Form  10-QSB for the  quarter  ended
                                                              March  31,  2005,  filed  with  the SEC on May
                                                              23, 2005
---------------- -------------------------------------------- -----------------------------------------------
4.2              Class B Warrant                              Previously filed with the Company's  Quarterly
                                                              Report on Form  10-QSB for the  quarter  ended
                                                              March  31,  2005,  filed  with  the SEC on May
                                                              23, 2005
---------------- -------------------------------------------- -----------------------------------------------
10.1             Letter of Intent                             Previously  filed with the  Company's  Current
                                                              Report  on Form  8-K,  filed  with  the SEC on
                                                              December 17, 2004
---------------- -------------------------------------------- -----------------------------------------------
10.2             Letter,  dated  February 28, 2005,  between  Previously  filed with the  Company's  Current
                 Purisys, Inc. and the Company                Report  on Form  8-K,  filed  with  the SEC on
                                                              March 1, 2005
---------------- -------------------------------------------- -----------------------------------------------
10.3             Asset Purchase  Agreement dated as of March  Previously  filed with the  Company's  Current
                 23, 2005 among the Company,  Purisys,  Inc.  Report  on Form  8-K,  filed  with  the SEC on
                 and Aharon Y. Levinas                        March 28, 2005
---------------- -------------------------------------------- -----------------------------------------------
10.4             Consulting  Agreement dated as of March 23,  Previously  filed with the  Company's  Current
                 2005  between  the  Company  and  Aharon Y.  Report  on Form  8-K,  filed  with  the SEC on
                 Levinas                                      March 28, 2005
---------------- -------------------------------------------- -----------------------------------------------
10.5             Amended     and     Restated     Employment  Previously filed with the Company's  Quarterly
                 Agreement,  dated May 18, 2005  between the  Report on Form  10-QSB for the  quarter  ended
                 Company and Aharon Y. Levinas                March  31,  2005,  filed  with  the SEC on May
                                                                        23, 2005
---------------- -------------------------------------------- -----------------------------------------------
10.6             Form of Regulation S Subscription Agreement  Previously  filed with the  Company's  Current
                                                              Report  on Form  8-K,  filed  with  the SEC on
                                                              December 30, 2004
---------------- -------------------------------------------- -----------------------------------------------
10.7             Distribution  Agreement,  dated January 15,  Previously  filed with the  Company's  Current
                 2006,   between   the  Company  and  Elcart  Report  on Form  8-K,  filed  with  the SEC on
                 Distribution S.P.A.                          January 23, 2006
---------------- -------------------------------------------- -----------------------------------------------
10.8             Distribution Agreement,  dated November 30,  Previously  filed with the  Company's  Current
                 2005,  between  the  Company  and  Superior  Report  on Form  8-K,  filed  with  the SEC on
                 Automotive Company                           January 23, 2006
---------------- -------------------------------------------- -----------------------------------------------
10.9             Employment  Agreement  between  the Company  Previously filed with the Company's  Quarterly
                 and Edward Braniff                           Report on Form  10-QSB for the  quarter  ended
                                                              March  31,  2005,  filed  with  the SEC on May
                                                              23, 2005


                                       25
<PAGE>

---------------- -------------------------------------------- -----------------------------------------------
10.10            Consulting  Agreement  between  the Company  Previously  filed with the  Company's  Current
                 and Peter Mateja                             Report  on Form  8-K,  filed  with  the SEC on
                                                              October 12, 2005
---------------- -------------------------------------------- -----------------------------------------------
31.              Rule 13a-14(a)/15d14(a) Certifications       Attached Hereto
---------------- -------------------------------------------- -----------------------------------------------
32.              Section 1350 Certifications                  Attached Hereto
---------------- -------------------------------------------- -----------------------------------------------
</TABLE>

Item 14 Principal Accountant and Fees

Squire & Company, PC has served as the Company's Principal  Accountant from June
10, 2002 until May 17,  2005.  On May 17,  2006,  the Board of  Directors of the
Company  approved and ratified the  termination  of Squire & Company,  PC as its
auditors and, simultaneously,  approved and ratified the engagement of Chisholm,
Bierwolf and Nilson, LLC as its auditors.  Their pre-approved fees billed to the
Company are set forth below:

<TABLE>
<CAPTION>
                                                   Fiscal year ending              Fiscal year ending
                                                   December 31, 2005                December 31, 2004
                                          -------------------------------------   ----------------------
<S>                                       <C>                                     <C>
Audit Fees                                $22,686                                 $15,825
Audit Related Fees                        $7,097                                  $0
Tax Fees                                  $0                                      $1,924
All Other Fees                            $0                                 0    $0
</TABLE>


As of  December  31,  2005,  the  Company  did  not  have  a  formal  documented
pre-approval policy for the fees of the principal accountant.

The audit reports submitted by Squire & Company, PC for the years ended December
30, 2004 included a  modification  as to the Company's  ability to continue as a
going  concern.  Such  modification  was based  upon the  Company's  status as a
development stage company with no significant  operating history.  The submitted
audit  reports  contained  no adverse  opinion,  disclaimer  of opinion or other
modifications  or  qualifications.  Squire &  Company,  PC did not,  during  the
applicable periods,  advise the Company of any of the enumerated items described
in Item 304(a)(1) of Regulation S-K. During the relevant periods in which Squire
& Company,  PC served as the  Company's  auditors,  there were no  disagreements
between  Squire &  Company,  PC and the  Company  on any  matter  of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure, which disagreements,  if not resolved to the satisfaction of Squire &
Company,  PC, would have caused Squire & Company,  PC to make reference  thereto
in, or in connection with, its reports on financial  statements for the years or
such interim period.


                                       26
<PAGE>



                                   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 6,  2006                        By: /s/ Peter Mateja
                                                 ----------------
                                             Name: Peter Mateja
                                             Title: Chief Executive Officer

                                             By: /s/ Edward Braniff
                                                 ------------------
                                             Name: Edward Braniff
                                             Title: Chief Financial Officer


                                       27
<PAGE>








                          SMART ENERGY SOLUTIONS, INC.
                             (FKA DATIGEN.COM, INC.)

                              FINANCIAL STATEMENTS

                                December 31, 2005



<PAGE>

                                 C O N T E N T S


Reports of Independent Registered Public Accounting Firms............. 3

Balance Sheet......................................................... 5

Statements of Operations ............................................. 5

Statements of Stockholders' Equity  .................................. 7

Statements of Cash Flows ............................................. 9

Notes to the Financial Statements ................................... 10



<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To The Board of Directors
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.


Chisholm, Bierwolf & Nilson, LLC
Bountiful, Utah
March 27, 2006


                                      F-2

<PAGE>

             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.


Squire & Company, PC

Orem, Utah
April 6, 2005

                                      F-2
<PAGE>

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

                                     ASSETS
                                                                December 31,
                                                                     2005
                                                                -------------
CURRENT ASSETS
   Cash                                                         $     939,545
   Accounts receivable, net                                            15,683
   Inventory                                                          194,654
   Prepaid expenses                                                    23,293
                                                                -------------

   Total Current Assets                                             1,173,175
                                                                -------------

PROPERTY AND EQUIPMENT, net                                            44,800
                                                                -------------

OTHER ASSETS

   Trademark, net                                                       1,288
   Lease deposit                                                        6,000
   Battery technology, net                                             44,292
                                                                -------------

   Total Other Assets                                                  51,580
                                                                -------------

   TOTAL ASSETS                                                 $   1,269,555
                                                                =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

   Accounts payable and accrued expenses                        $     332,260
                                                                -------------

      Total Current Liabilities                                       332,260
                                                                -------------

      Total Liabilities                                               332,260
                                                                -------------

COMMITMENTS

STOCKHOLDERS' EQUITY

   Preferred stock: no par value; 1,000,000 shares
      authorized; none outstanding                                          -
   Common stock: no par value; authorized 500,000,000
    shares; 63,279,605 shares issued and outstanding                4,060,263
   Accumulated deficit                                             (3,122,968)
                                                                -------------

      Total Stockholders' Equity                                      937,295
                                                                -------------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $   1,269,555
                                                                =============
   The accompanying notes are an integral part of these financial statements.

                                       5

<PAGE>


                          SMART ENERGY SOLUTIONS, INC.
                             (fka Datigen.com, Inc.)
                            Statements of Operations

<TABLE>
<CAPTION>
                                                   For the Years Ended
                                                ----------------------------
                                                        December 31,
                                                    2005            2004
                                                ------------    ------------
<S>                                             <C>             <C>
REVENUES                                        $    151,257    $       --

COST OF SALES                                         78,167            --
                                                ------------    ------------

GROSS MARGIN                                          73,090            --

OPERATING EXPENSES

   General and administrative                        738,073           2,977
   Marketing and advertising                         546,107            --
   Consulting fees                                   871,007            --
                                                ------------    ------------

      TOTAL OPERATING EXPENSES                     2,155,187           2,977
                                                ------------    ------------

LOSS FROM OPERATIONS                              (2,082,097)         (2,977)

OTHER INCOME (EXPENSES)

   Financing expense                                (122,881)           --
   Interest expense                                   (1,815)           --
                                                ------------    ------------

      TOTAL OTHER INCOME (EXPENSES)                 (124,696)           --
                                                ------------    ------------

LOSS FROM CONTINUING OPERATIONS                   (2,206,793)         (2,977)

DISCONTINUED OPERATIONS

   Income from discontinued operations before
    before income tax expense                           --           156,014
   Income tax expense                                   --            44,854
                                                ------------    ------------

      INCOME FROM DISCONTINUED
        OPERATIONS                                      --           111,160
                                                ------------    ------------

NET INCOME (LOSS)                               $ (2,206,793)   $    108,183
                                                ============    ============

BASIC AND DILUTED LOSS
 PER COMMON SHARE

   Loss from continuing operations              $      (0.04)   $      (0.00)
   Income from discontinued operations                  0.00            0.09
                                                ------------    ------------

   NET INCOME (LOSS)                            $      (0.04)   $       0.09
                                                ============    ============

BASIC AND DILUTED WEIGHTED AVERAGE
  NUMBER OF SHARES OUTSTANDING                    53,968,475       1,149,355
                                                ============    ============
</TABLE>

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

                                       6


<PAGE>

                          SMART ENERGY SOLUTIONS, INC.
                             (fka Datigen.com, Inc.)
                            Statements of Operations


<TABLE>
<CAPTION>
                                              Common Stock
                                       --------------------------    Accumulated
                                          Shares        Amount         Deficit         Total
                                       -----------    -----------    -----------    -----------
<S>                                        <C>        <C>            <C>            <C>
Balance, December 31, 2003                 860,000    $ 1,236,600    $   (40,468)   $ 1,196,132

Repurchase of common stock                (258,810)      (323,401)          --         (323,401)

Common stock issued for cash            35,916,666        179,583           --          179,583

Distribution of shares of subsidiary
 to shareholders, November 19, 2004           --             --         (983,890)      (983,890)
Net income for the year ended
 December 31, 2004                            --             --          108,183        108,183
                                       -----------    -----------    -----------    -----------

Balance, December 31, 2004              36,517,856      1,092,782       (916,175)       176,607

Common stock issued for cash            25,591,749      2,749,600           --        2,749,600

Common stock issued for services         1,170,000        234,000           --          234,000

Value of warrants issued for
  financing                                   --          122,881           --          122,881

Stock offering costs                          --         (139,000)          --         (139,000)

Net loss for the year ended
 December 31, 2005                            --             --       (2,206,793)    (2,206,793)
                                       -----------    -----------    -----------    -----------

Balance, December 31, 2005              63,279,605    $ 4,060,263    $(3,122,968)   $   937,295
                                       ===========    ===========    ===========    ===========
</TABLE>









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

                                       7

<PAGE>

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


<TABLE>
<CAPTION>
                                                                  For the Years Ended
                                                                       December 31,
                                                               --------------------------
                                                                  2005            2004
                                                               -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                            <C>            <C>
   Net loss                                                    $(2,206,793)   $   108,183
   Adjustments 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 issued for financing                                122,881           --
      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          1,525
                                                               -----------    -----------

         Net Cash Provided in Operating Activities              (1,616,803)       152,558
                                                               -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES

   Purchase 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 ACTIVITIES

   Cash distributed to shareholders with stock of subsidiary          --          (80,050)
   Repurchase of common stock                                         --         (323,401)
   Common stock issued for cash                                  2,610,600        179,583
                                                               -----------    -----------

      Net 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        344,442
                                                               -----------    -----------
CASH AT END OF YEAR                                            $   939,545    $    58,132
                                                               ===========    ===========
</TABLE>

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

                                        8
<PAGE>

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


                                                   For the Years Ended
                                                       December 31,
                                             -----------------------------------
                                                2005                    2004
                                             ----------             -----------



SUPPLEMENTAL 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 issued for financing             $  122,881             $        -
















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

                                        9
<PAGE>

                          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.

                                       10
<PAGE>
                          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 - The  computation of basic earnings (loss)
          per common  share is based on the  weighted  average  number of shares
          outstanding during each period.

          BASIC AND DILUTED LOSS                   December 31,
            PER COMMON SHARE                   2005           2004
                                            ----------   -------------

          Loss from continuing operations   $    (0.04)  $       (0.00)
          Income from discontinued
            operations                            0.00            0.09
                                            ----------   -------------

                                            $   (0.04)   $       0.09
                                            ==========   =============

          BASIC 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.

                                       11
<PAGE>

                          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-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            2004
                                         ----------      ---------

          Deferred tax assets:
                NOL Carryover            $  772,937      $   1,161

          Deferred tax liabilities:               -              -

          Valuation allowance              (772,937)        (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:

                                       12
<PAGE>
                          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            2004
                                              -----------     -----------

          Book Loss from Operations           $  (860,649)    $     (1,161)
          Warrants issued for financing            47,923                -
          Common stock issued for services         40,950                -
          Valuation allowance                     771,776            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        $10,708
          2007        $10,708
          2008        $10,708
          2009        $10,708
          2010        $ 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                 $    13,723
          Trade show booth                       4,650
          Molds                                 22,500
          Leasehold improvements                 9,666
          Accumulated depreciation              (5,739)
                                           -----------

          Net Property and Equipment       $    44,800
                                           ===========

                                       13
<PAGE>
                          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.

                                       14
<PAGE>

                          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.

                                       15

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

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.

          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 WARRANTS

          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).

                                       16
<PAGE>
                          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.

<TABLE>
<CAPTION>
                                         Warrants Outstanding                                   Warrants Exercisable
                       ---------------------------------------------------------  -------------------------------------------------

                                                             Weighed Average
                                          Number shares      Contractual Life                            Weighted Average Exercise
            Year        Exercise Price     outstanding           (Years)            Number Exercisable            Price
          ----------------------------------------------------------------------  -------------------------------------------------
<S>           <C>            <C>            <C>                           <C>             <C>                            <C>
              2005           $0.75          13,740,000                    3               13,740,000                     $0.75
              2005           $0.45          13,740,000                    1               13,740,000                     $0.45
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                                              Weighted Average
                                                                                      Number of Shares         Exercise Price
                                                                                  -------------------------------------------------
<S>                                                                               <C>                      <C>
                       Outstanding as of January 1, 2004                                      -                         -

                       Granted                                                                -                         -
                       Exercised
                       Cancelled
                                                                                  -------------------------------------------------
                       Outstanding at December 31, 2004                                       -                         -

                       Granted                                                            27,480,000                  $0.60
                       Exercised                                                              -                         -
                       Cancelled                                                              -                         -
                                                                                  -------------------------------------------------
                       Outstanding at December 31, 2005                                   27,480,000                  $0.60
                                                                                  =================================================
</TABLE>


The estimated value of the compensatory  warrants (using a $0.20 valuation based
upon a valuation date of January 1, 2005) 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%,  a dividend  yield of 0% and  volatility  of
21.68%.  The  amount of the  expense  charged  to  operations  for  compensatory
warrants  granted in exchange  for services was $122,881 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.

                                       17
<PAGE>
                          SMART ENERGY SOLUTIONS, INC.
                             (fka Datigen.com, Inc.)
                        Notes to the Financial Statements
                           December 31, 2005 and 2004


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.

          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,
                                                                   2004
                                                                ---------
          Revenues                                              $ 643,226
          Direct operating costs                                 (270,099)
          General and administrative                             (249,837)
          Other income (expense)                                   32,724
                                                                ---------

          Net loss before income taxes                            156,014
          Income tax expense                                       44,854
                                                                ---------

          Net income                                            $ 111,160
                                                                =========

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

          Cash                                                  $  80,050
          Other current assets                                    572,887
          Property and equipment                                   30,289
          Intangible assets                                       387,344
          Accounts payable and accrued
           expenses                                               (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.

                                       18