RBNW Renewable Energy and Power Inc (CE)

** SEE INSTRUCTIONS BEFORE FILLING OUT

** SEE INSTRUCTIONS BEFORE FILLING OUT

** SEE INSTRUCTIONS BEFORE FILLING OUT

** SEE INSTRUCTIONS BEFORE FILLING OUT

Renewable Energy & Power Inc. (the “Company”).

The Company’s principal executive offices are located at 3395 Cheyenne Ave., #111, N. Las Vegas, NV 89032.

This statement is filed on behalf of the following persons with respect to shares of common stock of the Company (the “Shares”):

(i)          Citadel Securities LLC, a Delaware limited liability company (“Citadel Securities”), as a broker dealer and market maker;

(ii)         CALC III LP, a Delaware limited partnership (“CALC3”), as a non-member manager;

(iii)        Citadel Securities GP LLC, a Delaware limited liability company (“CSGP”), as general partner of CALC3; and

(iv)        Kenneth Griffin, an individual and President and Chief Executive Officer of, and who owns a controlling interest in, CSGP.

The foregoing persons are hereinafter are referred to collectively as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

The address of the principal business office of each of the Reporting Persons is c/o Citadel LLC, 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603.

Citadel Securities is a limited liability company organized under the laws of the State of Delaware. CALC3 is a limited partnership organized under the laws of the State of Delaware. CSGP is a limited liability company organized under the laws of the State of Delaware. Mr. Griffin is a U.S. citizen.

Class A common stock, par value $0.001 per share.

75972U109

If this statement is filed pursuant to Rules 13d-1(b) or 13d- 2(b) or (c), check whether the person filing is a:

The percentages used herein are calculated based upon 961,536,613 shares issued and outstanding as of January 22, 2018 as reported in the Company’s Annual Report on Form 10-K filed with the SEC on January 25, 2018. As of the close of business on December 31, 2017, the Reporting Persons owner 11,882,406 shares of the Company’s common stock, which was equal to more than 5% of the then-outstanding shares, but is no longer equal to over 5% based on additional issuance of shares of common stock by the Company. The Reporting Persons beneficially own shares of the Company’s common stock as of February 14, 2018 in the amounts and percentages listed below:

Each Reporting Person disclaims beneficial ownership of any of the securities covered by this statement, except to the extent of any pecuniary interest therein.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.          x

To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, a number of the Shares which represents more than five percent of the number of outstanding shares of the Shares.

Not Applicable.

Not Applicable.

Not Applicable.

Each of the Reporting Persons hereby makes the following certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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