Registration of securities [Section 12(g)]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

UNDER SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 333-168527

CANNAPOWDER, INC.

(Exact Name Of Registrant As Specified In Its Charter)

Nevada 20-3353835
(State of Incorporation) (I.R.S. Employer Identification No.)
20 Raoul Wallenberg St., Tel Aviv, Israel 6971916
(Address of Principal Executive Offices) (ZIP Code)

Registrant’s Telephone Number, Including Area Code: +972-3-6130421

Smart Energy Solutions, Inc.

(Former Name of Registrant)

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

Securities to be registered under Section 12(g) of the Exchange Act: Common stock; $0.0001 par value

(Title of Class)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act) or a smaller reporting company.

Large accelerated filer [  ] Accelerated filer [  ] Non-Accelerated filer [  ] Smaller reporting company [X]

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

TABLE OF CONTENTS

Item 1. Business 3
Item 1A. Risk Factors 9
Item 2. Financial Information 14
Item 3. Properties 16
Item 4. Security Ownership of Certain Beneficial Owners and Management 16
Item 5. Director, Executive Officers and Key Employees 17
Item 6. Executive Compensation 18
Item 7. Certain Relationships and Related Transactions, and Director Independence 19
Item 8. Legal Proceedings 19
Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters 19
Item 10. Recent Sales of Unregistered Securities 19
Item 11. Description of Registrant’s Securities to be Registered 20
Item 12. Indemnification of Officers and Directors 21
Item 13. Financial Statements and Supplementary Data 21
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 22
Item 15. Financial Statements and Exhibits 22

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PART I

ITEM 1. DESCRIPTION OF BUSINESS

Background and Former Operations

Smart Energy Solutions, Inc. (the “Company” or “Registrant”) was incorporated in 1999 in the state of Utah under the name Datigen.com, Inc. On August 25, 2005, the Registrant was redomiciled from Utah to Nevada pursuant to a merger with and into its wholly-owned subsidiary, Smart Energy Solutions, Inc., a Nevada corporation and, in connection therewith, its name was changed to Smart Energy Solutions, Inc.

Prior to the merger into its wholly-owned subsidiary, the Company was engaged in activities including development and marketing of various internet and internet related products and services, investment in real property related instruments, and providing concrete cutting and finishing services to construction sites seeking to comply with certain provisions of the American Disability Act of 1991. In November 2004, the Company had a change in control as a result of the purchase of a majority of the Company’s outstanding common stock by unaffiliated individuals from certain of the Company’s shareholders, including its then Chief Executive Officer, Joseph Ollivier.

In connection with the change in control, the Company determined to pursue other business opportunities and, as a result, on March 23, 2005, the Company acquired the intellectual property rights and certain other assets relating to a product known as the Battery Brain from Purisys, Inc., a New Jersey corporation in an Asset Purchase Agreement (the “Agreement”) with Purisys and Aharon Levinas, the owner of Purisys and the Battery Brain Assets (the “Assets”). The Battery Brain was a device attached to a motor vehicle battery for the purpose of protecting the vehicle from battery failure and theft.

Following the purchase of the Assets, the Company’s management team devoted its resources to establishing operations and entering into agreements with third parties for the manufacture and distribution of products using the Battery Brain technology, including manufacturers in China and Israel and distributors in the United States, Canada, Italy, and Israel. During the period from the date of the Agreement through the end of 2009, the Company devoted its marketing activities on the following target markets, each of which the Company believed had unique requirements: Automotive Retail; Automobile Dealers; Automotive OEMs; Automotive Specialty; Fleets; Military; Heavy Truck/Bus; Motor Home/Recreational Vehicle; and Marine.

Notwithstanding its sales and marketing efforts and its ability to generate sales revenues from its Battery Brain products, the Company continued to generate losses from operations and, as of its fiscal year-ended December 31, 2008, The Company had an accumulated deficit of in excess of $22 million. The Company continued to file reports under the Exchange Act through its quarterly report on Form 10-Q for the period ended September 30, 2009, during which three and nine-month period the Company reported Net Losses of $232,815 and $1,167,989, respectively. Also, at September 30, 2009, the Company lacked sufficient capital resources to continue to fund the expenses including professional fees associated with being a current, reporting company under the Exchange Act.

As a result, from and after the filing of its 10-Q for the period ended September 30, 2009, the Company ceased active business operations and its board of directors determined to devote its limited and depleting cash resources to seek operations that would generate more revenues and hopefully, positive cash flow from operations than its prior operations exploiting its Battery Brain technology. The Company became delinquent in its reporting obligations under the Exchange Act, failing to file its annual report on Form 10-K for the year ended December 31, 2009 and continued to be a delinquent filer until it filed a Form 15, terminating its registration under Section 12(g) of the Exchange Act on July 24, 2013.

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Prior to filing the Form 15, the Company’s assets became subject to a proceeding before the Superior Court of the State of New Jersey, which resulted in the appointment of a receiver in early 2013. The principal creditor in that proceeding was Aharon Levinas, who had sold the Battery Brain Assets formerly owned by Purysis in the Asset Purchase Agreement dated March 23, 2005. On June 7, 2013, in connection with the order of the Superior Court of the State of New Jersey (the “Consent Order Approving Settlement”), the Court authorized and approved the sale, transfer and assignment of all of the Company’s assets to Aharon Levinas, free and clear of any liens, claims or encumbrances and granting Mr. Levinas effective control of the Company.

During November 2014 and March 2015, third-party investors acquired control of the Company by purchasing a control block of shares each holding 137,500 shares representing 88% of the Company’s issued and outstanding shares of common stock. Reference is made to the disclosure under Item 4. “Security Ownership of Certain Beneficial Owners and Management.”

Recent Corporate Developments

On August 30, 2017, a new wholly-owned subsidiary was registered in Israel under the name of Canna Powder Ltd. (“CannaPowder Israel” or the “Subsidiary”), with 100 common shares outstanding, 0.01 NIS par value (the “Subsidiary Shares”), all of which were held in escrow on behalf of the Company by Israel attorney, Alon Nave. On September 27, 2017, pursuant to board resolution, the 100 Subsidiary Shares held in escrow were transferred to the Company.

The Subsidiary’s management includes Lavi Krasney, its CEO, and Rafi Ezra, its CTO. Mr. Ezra is a highly experienced pharmacist with extensive knowledge of the cannabis sector and active experience of leading early-stage pharma companies from early-stage development through commercial launch.

Development is being conducted at the Hebrew University under the supervision of the inventor of the technology, Professor Shlomo Magdassi, pursuant to the term of the Feasibility Study and Option Agreement dated September 14, 2017 (the “Feasibility Study”), a copy of which is attached as Exhibit 10.1 hereto, as more fully discussed below.

On December 27, 2017, a board-resolution was adopted to issue an additional: (i) 800 Subsidiary Shares to the Company; and an additional 100 Subsidiary Shares to Rafi Ezra and, as a result, effective December 27, 2017, Canna Powder Ltd became a 90% owned subsidiary of the Company and a minority interest of 10% owned by Rafi Ezra.

In anticipation of the formation of CannaPowder Ltd, the Company’s newly organized Israeli subsidiary, the Company began to raise capital through the private sale of its equity securities primarily pursuant to the exemptions provided under Regulation S promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”) and, to a lesser extent, pursuant to Regulation D promulgated by the SEC under the Act (collectively, the “Equity Raise”). To date, the Company has raised approximately $888,775 in the Equity Raise. Reference is made to the disclosure under Item 10. “Recent Sales of Equity Securities” and Note (7) Subsequent Events, below.

The Equity Raise by the Company was and continues to be for the purpose of funding the Company’s business involving its development program to establish cannabis powder production facilities utilizing the proprietary, licensed technology as more fully-described under “Intellectual Property” below (the “Development Program”). The Company reasonably expects that the Development Program will be completed within three years, with commercial sales starting in 2021, there can be no assurance that the Development Program will, in fact, be successful notwithstanding the Company’s success in its Equity Raise to date, nor can there be assurance that the Company may not require additional capital to fully implement its business plan and complete production of commercially viable products based on its technology which is the subject of the Feasibility Study discussed below under “Planned Research and Development and Current Trends.”

In the commercial stage, the Company’s plan is to establish and operate several production facilities, each located in separate territories determined by the Company according to their size and regulatory environment that permits studies applicable to other activities prerequisite to commercial exploitation of medical cannabis generally and the Company’s plan to develop cannabis-based powders for medical uses. While there can be no assurance, at present the Company believes that it will be able to produce cannabis powders for medical uses at a significant cost advantage.

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Planned Research and Development and Current Trends

There is increasing recognition and agreement amongst medical professionals conducting research in hospitals world-wide, including leading hospitals in Israel such as Hebrew University, Jerusalem, Israel and Sheba Academic Medical Center located in Tel Hashomer, Israel, among others, that the therapeutic effect of medical cannabis is due to the total number of cannabinoids working together. There is a scientific effort currently being lead in Israel, as well as other countries to analyze and understand how the various components within cannabis work. including ongoing scientific studies to develop separate medical components for use in treatment of different medical conditions using various components or combinations for each cannabinoid.

The aim of CannaPowder Israel is to identify the active pharmaceutical ingredient (API) and to understand the cannabidiol (CBD) and tetrahydrocannabinol (THC) content of each product. Researchers have discovered approximately in excess of 100 cannabinoids, chemical compounds unique to the cannabis plant. The most common are CBD, cannabinol (CBN) and THC. CBN and THC interact with CB1 and CB2 receptors, which are located throughout the human

The above information was disclosed in a filing to the SEC. To see the filing, click here.

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