SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

GREENFIELD MICHAEL D

(Last)

(First)

(Middle)

JABOTINSKY STREET NO. 7

(Street)

RAMAT GAN

52520

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/26/2007

3. Issuer Name and Ticker or Trading Symbol
Smart Energy Solutions, Inc. [ SMGY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	285,174	D
Common Stock	528,969	I	Pink Carnation Ltd.
Common Stock	293,250	I	EGFE (Israel) Ltd.
Common Stock	1,738,339	I	EGFE Ltd.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
15% Convertible Promissory Notes	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	3,320,802	⁽¹⁾⁽²⁾	I	EGFE, Ltd.
Stock Options	⁽³⁾	⁽⁴⁾	Common Stock	540,000⁽³⁾	$0.35	D

Explanation of Responses:

1. 3,320,802 shares of common stock are issuable upon conversion of three convertible promissory notes issued in 2006 by the Issuer to EGFE, Ltd., each in the principal amount of $500,000. The sole owner and manager of EGFE, Ltd. is Michael Ben-Ari, our director. In consideration therefor, EGFE agreed to pay to the Issuer an aggregate of $1,500,000. Pursuant to each promissory note, EGFE has the right, at its option, to convert the outstanding principal and interest due under the promissory notes to shares of the Issuer's common stock. The number of shares of common stock that shall be issued upon conversion will be calculated by dividing the amount of outstanding principal and interest that EGFE elects to convert by the conversion price specified therein. The conversion price will be calculated as follows: (1) if the Issuer is not in default under the terms of the note, the conversion price shall be equal to 95% of the average of the last bid and ask price of the

2. (footnote 1 continued) common stock as quoted on the Over-The-Counter-Bulletin -Board or such other exchange where the common stock is quoted or listed for the five trading days preceding EGFE's election to convert; or (2) if the Issuer is in default under the terms of the Note, the conversion price shall be equal to 50% of the of the average of the last bid and ask price of the common stock as quoted on the Over-The-Counter-Bulletin -Board or such other exchange where the common stock is quoted or listed for the five trading days preceding EGFE, Ltd.'s election to convert. For purposes hereof, the conversion price has been calculated to be $ 0.57, which amount is equal to 95% of the average of the last bid and ask price of the common stock as quoted on the Over-The-Counter-Bulletin -Board on March 21, 2007.

3. Mr. Ben Ari is entitled to an 540,000 stock options vested quarterly over a three year period commencing on the date of the Letter Agreement dated February 2007 between Mr. Ben Ari and the Issuer.

4. The options are exercisable for three years after the date that the stock options vest.

	/s/ Michael Ben Ari Greenfield	04/16/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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