S-1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ENERGY EDGE TECHNOLOGIES CORPORATION

(Exact Name of Registrant in its Charter)

NEW JERSEY	8711	52-2439239
(State of Incorporation)	(Primary Standard Classification Code)	(IRS Employer ID No.)

1200 Route 22 East

Suite 2000

Bridgewater, New Jersey 08807

1-888-729-5722 x 100

(Address and Telephone Number of Registrant’s Principal

Executive Offices and Principal Place of Business)

Denise Carek - Corporation Service Company

830 Bear Tavern Road

West Trenton, NJ 08628

1-866-403-5272

 (Name, Address and Telephone Number of Agent for Service)

Copies of communications to:

VINCENT & REES, L.C.

Attn: David M. Rees

175 South Main, 15th Floor

Salt Lake City, Utah 84111

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. R

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same offering.  £

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering  £

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering  £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer £                                                                           Accelerated filer  £

Non-accelerated filer  £                                                                           Smaller Reporting Company  R

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee [tbd]
Common Stock to be registered as part of the Offering (as hereinafter defined)	10,000,000	$0.10	$1,000,000	$71.30
Common Stock Issued and Outstanding	42,825,000	$0.10	$4,282,500	$305.34
Total	52,825,000	$0.10	$5,282,500	$376.64

The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded on any national exchange and, in accordance with Rule 457 the offering price was determined by factors such as the lack of liquidity (since there is no present market for EETC stock) and the high level of risk that is inherent in this sort of offering. The selling shareholders may sell shares of our common stock at a fixed price of $0.10 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (“FINRA”), which operates the OTC Electronic B ulletin Board, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders.

In the event of a stock split, stock dividend or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.

The offering price of the common stock has been arbitrarily determined and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings or net worth.

The information in this prospectus is not complete and may be changed. The Selling Security Holders may not sell these securities until after the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED June __, 2010

Prospectus

[10,000,000] shares

ENERGY EDGE TECHNOLOGIES CORPORATION

Common Stock

This prospectus relates to the offer for sale of up to [10,000,000] of our common stock by certain existing holders of the securities, referred to as Selling Security Holders throughout this document. The total number of shares registered in this prospectus is 52,825,000.

We anticipate applying for trading of our common stock on the over-the-counter (OTC) Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms a part. We have not yet engaged a market maker to assist us to apply for quotation on the OTC Bulletin Board and we are not able to determine the length of time that such application process will take. Such time frame is dependent on comments we receive, if any, from the NASD regarding our Form 211 application.

There is no present public trading market for the Company’s Common Stock and the price at which the Shares are being offered bears no relationship to conventional criteria such as book value or earnings per share.  The Company has determined the offering price based primarily on its projected operating results. There can be no assurance that the offering price bears any relation to the current fair market value of the Common Stock.

 Therefore, purchasers of our shares registered hereunder may be unable to sell their securities, because there may not be a public market for our securities. As a result, you may find it more difficult to dispose of, or obtain accurate quotes of our common stock. Any purchasers of our securities should be in a financial position to bear the risks of losing their entire investment.

The Selling Security Holders will sell the shares from time to time through independent brokerage firms in the over-the-counter market at $0.10 per share, until the shares are quoted on the OTC Bulletin Board, in which case the shares will be sold at market prices prevailing at the time of sale.

Investing in our stock involves substantial risks. See “Risk Factors” beginning on page 8.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The Date of This Prospectus is: June 28, 2010

TABLE OF CONTENTS

PROSPECTUS SUMMARY	5
RISK FACTORS	7
FORWARD LOOKING STATEMENTS	16
USE OF PROCEEDS	16
DIVIDEND POLICY	17
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	17
DILUTION	17
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	40
BUSINESS AND RECENT DEVELOPMENTS	19
DESCRIPTION OF PROPERTY	24
MANAGEMENT	24
EXECUTIVE COMPENSATION	27
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	28
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	28
SELLING SHAREHOLDERS	28
DESCRIPTION OF SECURITIES	31
SHARES ELIGIBLE FOR FUTURE SALE	33
PLAN OF DISTRIBUTION	33
LEGAL PROCEEDINGS	34
INTERESTS OF NAMED EXPERTS AND COUNSEL	34
TRANSFER AGENT	35
AVAILABLE INFORMATION	35
FINANCIAL STATEMENTS	F-1 - F-18

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. The Selling Security Holders are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

PROSPECTUS SUMMARY

This summary highlights some information from this prospectus, and it may not contain all of the information that is important to you. You should read the following summary together with the more detailed information regarding our company and the common stock being sold in this offering, including “Risk Factors” and our consolidated financial statements and related notes, included elsewhere in, or incorporated by reference into, this prospectus.

ABOUT OUR COMPANY

Except as otherwise indicated by the context, references in this report to "EETC" "we," "us," or "our," "Successor" and the "Company" are references to the combined business of Energy Edge Technologies Corporation and its wholly-owned subsidiaries.

Overview

Energy Edge Technologies Corporation (“EETC”) was founded in 2004 as a New Jersey corporation by Robert Holdsworth.  EETC has grown over the past seven years, through significant energy efficiency and conservation projects for a variety of customers including municipalities, breweries, pharmaceuticals, restaurants, food processing, manufacturing, printing, leisure, hospitals, office buildings, etc.  EETC projects are suitable and applicable for any type of customer whose energy bill exceeds $10,000 monthly.

Company Information

Energy Edge Technologies Corporation (“EETC”) is an energy engineering and services company that specializes solely in providing companies, institutions and government entities with turnkey, whole facility solutions that reduce energy costs and increase the efficiency of existing and new buildings.  Combined, the management team along with senior engineers have over 140 years of industry experience.  The company, a New Jersey corporation, consists of professional, industrial and electrical engineers, LEED Accredited Professionals and business entrepreneurs.  EETC offers a truly comprehensive, whole facility solution that covers all aspects of gas and electrical energy consumption.  Most competitors offer solutions that are one dimensional and single focused, such as simply lighting, H VAC or refrigeration individually.  EETC distinguishes itself in multiple ways such as by delivering a multi-dimensional solution that combines multiple approaches and technologies to increase the efficiency of the diverse and various electrical and gas consuming loads across a facility.  Most importantly EETC’s approach provides its customers with bottom line cost reduction and fast project pay back – typically under 36 months.  Lastly, EETC removes the financial risk for its customers by backing projects with reimbursement contingency insurance underwritten by Lloyds of London.  The Lloyds of London backed policy guarantees that every penny invested by the customer is returned within the prescribed payback period through energy cost reduction.  If any shortfall occurs the policy covers the customer for any difference.

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Use of Certain Defined Terms and Treatment of Stock Split

Except as otherwise indicated by the context, references in this report to:

• "EETC" "we," "us," or "our," "Successor" and the "Company" are references to the combined business of Energy Edge Technologies Corporation and its wholly-owned subsidiaries.

• Securities Act” are references to the Securities Act of 1933, as amended and references to “Exchange Act” are references to the Securities Exchange Act of 1934, as amended

Commission’s Position on Indemnification for Securities Act Liabilities

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions of its Certificate of Incorporation, By-Laws, the General Corporation Law of the State of New  Jersey or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer of controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in co nnection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Where You Can Find Us

Our corporate headquarters are located at 1200 Route 22 East, Suite 2000, Bridgewater, New Jersey 08807.  Our telephone number is 1-888-729-5722 x 100

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RISK FACTORS

The following risk factors should be considered carefully in addition to the other information contained in this report. This report contains forward-looking statements. Forward-looking statements relate to future events or our future financial performance. We generally identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. These statements are only predictions. The outcome of the events described in these forward-looking statement s is subject to known and unknown risks, uncertainties and other factors that may cause our customers’ or our industry’s actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements, to differ. “Risk Factors,” “Management’s Discussion and Analysis” and “Business,” as well as other sections in this report, discuss some of the factors that could contribute to these differences.

The forward-looking statements made in this report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

An investment in our common stock is highly speculative and involves a high degree of risk. Therefore, you should consider all of the risk factors discussed below, as well as the other information contained in this document. You should not invest in our common stock unless you can afford to lose your entire investment and you are not dependent on the funds you are investing.

(1)  While we have had sustainable revenues and net profits in the past, there is no assurance our future operations will result in such revenues or net profits. Our revenues depend on continual new business development.

While a number of our customers have written about their satisfaction with our services, because of this success, they may not need us to provide additional services in the near future, unless they expand and have additional facilities for us to provide an energy audit.  Accordingly we are continually dependent upon developing new clients for our continued revenue production and growth, and any inability to continue business development growth would materially impact our revenues and adversely impact a shareholder’s investment.

(2)  Our existing and anticipated working capital needs, the acceleration or modification of our expansion plans, lower than anticipated revenues, or increased expenses or other events will all affect our ability to continue as a going concern.

We intend to use part of the proceeds of this offering to fund infrastructure, including a physical office location and salaries to key employees. Supporting the increased costs of infrastructure as well as expanding business development to attract new clients will significantly increase our costs of operations.  If we cannot generate sufficient revenues to operate profitably, we may suspend or cease operations.

(3)  We anticipate incurring operating losses and negative cash flows in the foreseeable future resulting in uncertainty of future profitability and limitation on our operations.

We anticipate that the Company will incur operating losses and negative cash flows in the foreseeable future, and will accumulate increasing deficits as we increase our expenditures for (i) infrastructure, (ii) sales and marketing, (iii) equipment, (iv) personnel, and (v) general operating expenses. Any increases in our operating expenses will require us to achieve significant revenue before we can attain profitability. In the event that we are unable to achieve profitability or raise sufficient funding to cover our losses, we may not be able to meet our obligations as they come due, raising substantial doubts as to our ability to continue as a going concern.

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(4)  We are dependent on outside financing for expansion of our operations.

We have successfully operated in the past based upon a model of hiring independent consultants to joint venture on our projects. We are presently changing this model to hire certain of our key consultants as employees and to change our virtual office situation to an anticipated leased physical office space. Accordingly for the near future, we are dependent on the continued availability of outside financing in order to continue the growth our business. There can be no assurance that financing sufficient to enable us to continue our operations will be available to us in the future. Our failure to obtain future financing or to produce levels of revenue to meet our financial needs could result in our inability to continue as a going concern and, as a result, investors in the Company could lose their entire investment.

(5)  We will need additional capital beyond that sought in this Offering to pursue our business plan and conduct our operations and our ability to obtain the necessary funding is uncertain.

We will require significant additional capital resources from sources including equity and/or debt financings in order to develop products/services and continue operations. We intend to raise up to $5 million of such additional capital. While we believe the raise of the Maximum Offering of $1,000,000 will allow us to pursue our business plan, the projected time for achieving our goals will be increased, and may not be achieved without raising additional capital. Our current rate of expenditure is expected to increase due to, among other things, our anticipated need to hire additional employees, lease additional office space, increase our research and development investment, and the additional costs associated with applying for a public company status, as noted below. If we raise such additional capital our existing stockholders will ex perience dilution which may be significant.

(6)  We will need additional capital, which may not be available on acceptable terms, if at all, and any additional financing may be on terms adverse to your interests.

We will need additional cash to fund our operations. Our capital needs will depend on numerous factors, including market conditions and our profitability. We cannot be certain that we will be able to obtain additional financing on favorable terms, if at all. If additional financing is not available when required or is not available on acceptable terms, we may be unable to fund expansion, successfully promote our brand name, develop or enhance our services, take advantage of business opportunities, or respond to competitive pressures or unanticipated requirements, any of which could seriously harm our business and reduce the value of your investment.

If we are able to raise additional funds, if and when needed, by issuing additional equity securities, you may experience significant dilution of your ownership interest and holders of these new securities may have rights senior to yours as a holder of our Common Stock.  In this case, the value of your investment could be reduced.

(7)  Our Growth Plan is based upon Management’s projection of what may happen in the future, and such predictions may not occur. Actual results may differ materially.

Our growth plan is based upon Management's projections of estimated available cash flow, expenses, revenue, revenue over profit, earnings before interest, taxes and depreciation, sales cycle time and other measures of projected economic performance. These projections are made in Management's view of what may happen in the future, and are not based upon historical projections. These statements, facts and the views of Company management which constitute forward looking statements within the meaning of Section 27A of the 1933 Securities Act and Section 21E of the Securities Exchange Act of 1934.  The outcome of the events described in such forward-looking statements is subject to risks and uncertainties. Projections or predictions of future events may not occur and actual results may differ materially from those expressed in or implied by such forward-looking statements.

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(8)  We rely on strategic vendors to provide strategic contracting services integral to our service package.

We rely on strategic vendors, to provide strategic contracting services integral to our overall client service package. If we experience problems with any of our strategic vendors, the satisfaction of our customers could suffer and our business could be adversely affected. If we experience difficulties in maintaining these relationships or developing new relationships on a timely basis and on terms favorable to us, our business and financial condition could be adversely affected.  Malfunctions of third party service providers could adversely affect our business which may impede our ability to attract and retain clients.

(9) Our success is tied to maintaining adequate understanding of and access to developing energy efficiency technology.

Our future revenues and profits, if any, substantially depend on our maintaining an adequate understanding of and access to new and developing energy efficiency technologies. We also must remain current on appropriate implementation methods of such technologies, and in certain instances, obtain licensing and other access agreements to use such technologies. Any loss of personnel or inability to gain access to such technologies could impair our ability to remain a going concern. Also, lack of capital to hire sufficiently experienced personnel could also adversely affect our operations and revenue.

(10) Our Competitors may have more resources and develop proprietary technologies that we do not have access to, and pursue similar business and acquisition strategies.

For the most part, the energy efficiency audit services market has been fragmented, regionally directed, and composed of many different segments of service providers. Part of our business plan and our past success has been our architecture of energy audits for clients that integrate the provision of energy savings service from multiple vendors and consultants, and we intend with sufficient future capital raises to pursue a strategy of acquiring or joint venturing with such vendors and consultants regionally, nationally and internationally.  Any such strategy is dependent upon the success of such capital raises, and is not assured. Other competitors may be better funded, have access to more business expansion capital, have strategic business and local relationships longer developed, and may stronger capability to develop or li cense proprietary technologies, all among other factors, that could adversely affect our ability to compete.

(11) Growth of internal operations and business may strain our financial resources.

We will be significantly expanding the scope of our operating and financial systems in order to build and expand our business. Our growth rate may place a significant strain on our financial resources for a number of reasons, including, but not limited to, the following:

• The need for continued development of the financial and information management systems;

• The need to manage strategic relationships and agreements with subscribers;

• Difficulties in hiring and retaining skilled management, technical and other personnel necessary to support and manage our business; and

We cannot give you any assurance that we will adequately address these risks and, if we do not, our ability to successfully expand our business could be adversely affected.

(12) Failure to manage growth effectively could prevent us from achieving our goals.

Our strategy envisions a period of rapid growth that may impose a significant burden on our administrative and operational resources. Our ability to effectively manage growth will require us to substantially expand the capabilities of our administrative and operational resources and to attract, train, manage, and retain qualified management and other personnel. Our failure to successfully manage growth could result in our sales not increasing commensurately with capital investments. Our inability to successfully manage growth could materially adversely affect our business.

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(13) Any failure to adequately expand a direct sales force will impede our growth.

We expect to be substantially dependent on a direct sales force to attract new clients and to manage customer relationships. We plan to expand our direct sales force and believe that there is significant competition for qualified, productive direct sales personnel with advanced sales skills and technical knowledge. Our ability to achieve significant growth in revenue in the future will depend, in large part, on our success in recruiting, training and retaining sufficient direct sales personnel and sustaining revenue to support such hires. Recent hires and planned hires may not become as productive as expected, and we may be unable to hire sufficient numbers of qualified individuals in the future in the markets where we do business. We expect to face competition in the recruitment of qualified personnel, and we can provide no assurance that we will attract or retain such personnel. If we are unable to hire and develop sufficient numbers of productive sales personnel our business prospects could suffer.

(14) If our services do not gain expanded market acceptance, we may not be able to fund future operations.

A number of factors may affect the market acceptance of our network, including, among others:  

• the perception by users of the effectiveness of our services;

• our ability to fund our sales and marketing efforts; and

• the effectiveness of our sales and marketing efforts.

If our services do not gain acceptance by new clients, we may not be able to fund future operations, including the development of new products and services, and/or our sales and marketing efforts for our current products and services, which inability would have a material adverse effect on our business, financial condition and operating results.

(15) The departure of Robert Holdsworth, President of the Company and/or other key personnel could compromise our ability to execute our strategic plan and may result in additional severance costs to us.

Our success largely depends on the skills, experience and efforts of our key personnel, in particular,   Robert Holdsworth, the President of our Company. The loss of Mr. Holdsworth, or our failure to retain other key personnel, would jeopardize our ability to execute our strategic plan and materially harm our business. In addition, we intend to enter into a written employment agreement with Mr. Holdsworth and with other key executives that can be terminated at any time by us or the executives. We do not maintain a key person life insurance policy on Mr. Holdsworth or any other officer or director.

(16) We will incur increased costs as a result of being a public company.

If we are able to become a public company, we will incur significant legal, accounting and other expenses. We expect the laws, rules and regulations governing public companies to increase our legal and financial compliance costs and to make some activities more time-consuming and costly.

(17) Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses.

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, new SEC regulations and OTCBB rules, are creating uncertainty for companies such as ours. These new or changed laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. Also, while there is limited regulation of our business at the state and federal level, any change to such regulation could adversely affect our business. Also, our clients are ofte n regulated, and their ability to pay us or our ability to provide services may be impacted by changes in regulation.  We are committed to maintaining high standards of corporate governance and public disclosure. As a result, we intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new or changed laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, our business may be materially impacted and our reputation may be harmed.

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(18)  Unauthorized use of our intellectual property by third parties, and the expenses incurred in protecting our intellectual property rights, may adversely affect our business.

We regard our trade secrets and other intellectual property as critical to our success. Unauthorized use of the intellectual property used in our business may adversely affect our business and reputation.

We have historically relied on trade secret protection and restrictions on disclosure to protect our intellectual property rights.  We cannot assure you that our proprietary technology will not otherwise become known to, or be independently developed by, third parties.

In addition, policing unauthorized use of our proprietary technology is difficult and expensive, and litigation may be necessary in the future to enforce our intellectual property rights. Future litigation could result in substantial costs and diversion of our resources, and could disrupt our business, as well as have a material adverse effect on our financial condition and results of operations.

Risks Related to our Common Stock

(19) Because there is no public trading market for our Common Stock, you may not be able to resell your stock.

The Common Stock offered in this Prospectus is restricted common stock, and our Company is a private company. There is currently no public trading market for our Common Stock and there is no assurance that a public trading market will ever develop. As such, you may have to hold your shares for an extended period of time before you are able to sell them, if at all. The Common Stock offered herein will bear a restrictive legend regarding transferability and obtaining an opinion of counsel before transfer.

(20) If our Company is able to register publicly, our shares would be considered “penny stocks” which imposes additional sales practice requirements on broker/dealers; as such many broker/dealers may not want to make a market in our shares which could affect your ability to sell your shares in the future.

If we are able to register our Company publicly with the Securities and Exchange Commission, our shares will be considered “penny stocks” covered by section 15(g) of the Exchange Act, and Rules 15g-1 through 15g-6 promulgated hereunder, which imposes additional sales practice requirements on broker/dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). Since our shares are covered by section 15(g) of the Securities Exchange Act of 1934, many broker/dealers may not want to make a market in our shares or conduct any transactions in our shares. As such, even if we become a public company, your ability to dispose of your shares may be adversely affected.

(21) We do not expect to pay dividends and investors should not buy our Common Stock expecting to receive dividends.

We do not anticipate that we will declare or pay any dividends on our Common Stock in the foreseeable future. Consequently, you will only realize an economic gain on your investment in our Common Stock if the price appreciates. You should not purchase our Common Stock expecting to receive cash dividends. Since we do not pay dividends, and if we are not successful in establishing an orderly public trading market for our shares, then you may not have any manner to liquidate or receive any payment on your investment. Therefore our failure to pay dividends may cause you to not see any return on your investment even if we are successful in our business operations. In addition, because we do not pay dividends we may have trouble raising additional funds which could affect our ability to expand our business operations.

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(22) We may seek to raise additional funds, finance acquisitions or develop strategic relationships by issuing capital stock.

We have financed our operations, and we expect to continue to finance our operations, acquisitions and develop strategic relationships, by issuing equity or debt securities, which could significantly reduce the percentage ownership of our existing stockholders. Furthermore, any newly issued securities could have rights, preferences and privileges senior to those of our existing stock. Moreover, any issuances by us of equity securities may be at or below the prevailing market price of our stock and in any event may have a dilutive impact on your ownership interest, which could cause the market price of stock to decline.

(23) Our historical results are subject to fluctuations which may be material.

Since the Company was organized in 2004, the likelihood of the success of the Company must be considered in light of the problems, expenses, and difficulties, complications and delays frequently encountered in connection with the competitive environment in which the Company will operate. The statements set forth in the Prospectus are based on significant assumptions about circumstances and events that have not yet taken place.  Accordingly, they are subject to variations (which could be substantial) that may arise as future operations actually occur.  Because of the early stage of the Company’s efforts, there can be no assurance that the Company will be able to operate profitably.

(24) Trends, risks and uncertainties.

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all such risk factors before making an investment decision with respect to our Common Stock.

(25) Control by existing management.

Upon completion of the private placement, the existing shareholders and management of the Company will own approximately 60% of the Company’s outstanding Common Stock if the maximum number of shares are sold, with a contemplated reserve of 20% of voting common stock to be issued for an employee stock benefit plan, for board member and advisory committee compensation and for attraction and retention of key employees. As a result, the existing shareholders will remain in a position, if they act together, to control the management and affairs of the Company, including the election of directors, and mergers, sales of assets and other such transactions

(26) Legal actions.

There are presently no legal actions pending against the Company or to which it or any of its property are subject, nor to its knowledge are any such proceedings contemplated. In the event there were any such legal action, there would be costs of defense that would be variable. The Company anticipates a general increase in legal counsel cost going forward due to the increased compliance costs of running a public company and the legal work that may be necessary for implementing the Company’s business plan of expansion.

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(27) Risks related to financial projections.

The financial projections contained in this Prospectus are based on certain assumptions and estimates and, although the Company believes there is a reasonable basis for the assumptions and estimates upon which the projections are based, there can be no assurance that the revenues stated therein will be attained or that expenses will not be higher than estimated.  Much of the information contained in the projections is based on assumptions and estimates that are subject to variations that could be beyond the control of the Company and could have a substantially adverse effect on the performance and profitability of the Company. Accordingly, no representation is or can be made as to the future operations or the amount of any future income or loss of the Company. In addition, the projections were prepared by management and have not been reviewed by any independent certified public accountant.  Each investor should consult his own attorney, accountant or other advisors concerning an investment in the Company.

(28) Absence of market; restrictions on transfer.

It is unlikely that any market will develop for resale of the Common Stock because the Shares will be offered only to a small number of investors and because the Shares will be subject to certain restrictions on transferability, including restrictions imposed for the purpose of insuring the availability of securities law registration exemptions under the Securities Act of 1933, as amended. Therefore, purchasers of the Shares may not be able to sell their Shares in the event of an emergency or for any other reason, and the Shares may have to be held indefinitely. The certificates representing the Shares will bear a legend referring to restrictions on transferability and sale thereof. Persons having no need for liquidity in the investment should purchase the Shares only as a long-term investment.

(29) Investor life crisis.

If crisis occurs, such as death of investor spouse or family member, at the request of the investor, Board of Directors may meet to discuss the possibility of buying back shares from investor, but is not required to do so.

(30) Arbitrary offering price.

There is no present public trading market for the Company’s Common Stock and the price at which the Shares are being offered bears no relationship to conventional criteria such as book value or earnings per share.  The Company based primarily on its projected operating results has determined the offering price. There can be no assurance that the offering price bears any relation to the current fair market value of the Common Stock.

(31) Dilution.

The net tangible book value of the Common Stock offered hereby will be substantially diluted below the offering price paid by investors. The present shareholders acquired founder’s shares at an average cost of par value or $0.0001 per share, whereas Investors will pay a price of $0.10 (ten cents) per share. Therefore, outside Investors participating in this offering will incur immediate substantial dilution of their investment insofar as it refers to the resulting per share net tangible book value of the Company’s Common Stock after completion of this Offering.

(32)  There may be deficiencies with our internal controls that require improvements, and we will be exposed to potential risks from legislation requiring companies to evaluate controls under Section 404 of the Sarbanes-Oxley Act of 2002 in the event we become a fully reporting company.

While we believe that we currently have adequate internal control procedures in place, we are still exposed to potential risks from legislation requiring companies to evaluate controls under Section 404a of the Sarbanes-Oxley Act of 2002. Under the supervision and with the participation of our management, we have evaluated our internal controls systems in order to allow management to report on, and our registered independent public accounting firm to attest to, our internal controls, as required by Section 404a of the Sarbanes-Oxley Act. We have performed the system and process evaluation and testing required in an effort to comply with the management certification and auditor attestation requirements of Section 404a. As a result, we have incurred additional expens es and a diversion of management’s time. If we are not able to meet the requirements of Section 404a in a timely manner or with adequate compliance, we might be subject to sanctions or investigation by regulatory authorities, such as the SEC.

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Risks Associated with this Offering

(33)  Our shares will be listed for trading on the OTC Bulletin Board, and our shares will likely be classified as a “penny stock” as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price less than $5.00.  Our shares will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.

We will be subject to the penny stock rules adopted by the Securities and Exchange Commission that require brokers to provide extensive disclosure to its customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our stockholders to sell their securities.

Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer or accredited investor must make a special suitability determination regarding the purchaser and must receive the purchaser’s written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $1,000,000, or annual income exceeding $200,000 individually, or $300,000 together with his or her spouse, is considered an accredited investor. In addition, under the penny stock regulations the broker-dealer is required to:

· Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;

· Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities;

· Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer’s account, the account’s value and information regarding the limited market in penny stocks; and

· Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction, prior to conducting any penny stock transaction in the customer’s account.

Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling stockholders or other holders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities. In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities. Our shares in all probability will be subject to such penny stock rules and our stockholders will, in all likelihood, find it difficult to sell their securities.

(34)  There has been no independent valuation of the stock, which means that the stock may be worth less than the purchase price.

The per share purchase price has been determined by us without independent valuation of the shares. We established the offering price based on management’s estimate of the value of the shares.  This valuation is highly speculative and arbitrary. There is no relation to the market value, book value, or any other established criteria. We did not obtain an independent appraisal opinion on the valuation of the shares. The shares may have a value significantly less than the offering price and the shares may never obtain a value equal to or greater than the offering price.

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(35)  Investors may never receive cash distributions which could result in an investor receiving little or no return on his or her investment.

Distributions are payable at the sole discretion of our board of directors. We do not know the amount of cash that we will generate, if any, once we have more productive operations. Cash distributions are not assured, and we may never be in a position to make distributions.

(36)  Even if a market develops for our shares, our shares may be thinly traded with wide share price fluctuations, low share prices and minimal liquidity.

If a market for our shares develops, the share price may be volatile with wide fluctuations in response to several factors, including: potential investors’ anticipated feeling regarding our results of operations; ·increased competition; our ability or inability to generate future revenues; and market perception of the future of development of wood product manufacturing.

In addition, if our shares are quoted on the OTCBB, our share price may be affected by factors that are unrelated or disproportionate to our operating performance. Our share price might be affected by general economic, political, and market conditions, such as recessions, interest rates, or international currency fluctuations. In addition, even if our stock is approved for quotation by a market maker through the OTCBB, stocks traded over this quotation system are usually thinly traded, highly volatile and not followed by analysts. These factors, which are not under our control, may have a material effect on our share price.

(37)  We anticipate the need to sell additional authorized shares in the future.  This will result in a dilution to our existing shareholders and a corresponding reduction in their percentage ownership in EETC.

We may seek additional funds through the sale of our common stock. This will result in a dilution effect to our shareholders whereby their percentage ownership interest in EETC is reduced. The magnitude of this dilution effect will be determined by the number of shares we will have to issue in the future to obtain the funds required.  The sale of additional stock to new shareholders will reduce the ownership position of the current shareholders.  The price of each share outstanding common share may decrease in the event we sell additional shares.

(38)  Since our securities are subject to penny stock rules, you may have difficulty reselling your shares.

Our shares are "penny stocks" and are covered by Section 15(d) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers including: disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements. For sales of our securities, the broker/dealer must make a special suitability determination and receive from its customer a written agreement prior to making a sale. The imposition of the foregoing additional sales practices could adversely affect a shareholder's ability to dispose of his stock.

(39) Arbitrary offering price.

The offering price of $0.10 per share of common stock was arbitrarily determined by EETC and is unrelated to specific investment criteria, such as the assets or past results of EETC’s operations.  In determining the offering price, EETC considered such factors as the prospects, if any, of similar companies, the previous experience of management, EETC’s anticipated results of operations, and the likelihood of acceptance of this offering.  Please review any financial or other information contained in this offering with qualified persons to determine its suitability as an investment before purchasing any shares in this offering.

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FORWARD LOOKING STATEMENTS

Information included or incorporated by reference in this prospectus may contain forward-looking statements.  This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements.  Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these wo rds or comparable terminology.

This prospectus contains forward-looking statements, including statements regarding, among other things, (a) our projected sales and profitability, (b) our technology, (c) the regulation to which we are subject, (d) anticipated trends in our industry and (e) our needs for working capital. These statements may be found under “Management’s Discussion and Analysis or Plan of Operations” and “Business,” as well as in this Prospectus generally.  Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this Prospectus generally.  In light of these risks and uncertainties, there can be no assurance that the forward- looking statements contained in this prospectus will in fact occur.

Except as otherwise required by applicable laws, we undertake no obligation to publicly update or revise any forward-looking statements or the risk factors described in the prospectus, whether as a result of new information, future events, changed circumstances or any other reason after the date of this prospectus.

USE OF PROCEEDS

Energy Edge Technologies Corporation anticipates that the net proceeds of the Offering will be used primarily to increase revenues, increase sales force, marketing, advertising and publicity, salaries, consulting fees, initiate promotion to vendors to engage in contracts, and initiating the process of taking the company public via OTCBB and other general administrative expenses. The precise amounts that the Company will devote to its programs will vary depending on numerous factors, including but not limited to, the progress and results of its research and assessments as to the market potential of its proposal to develop the business.

The Company anticipates that the estimated $1,000,000 gross proceeds from the Maximum Offering will enable it to fund its operating entity and other capital needs for the next fiscal year. In the event that the Maximum Offering is not completed, the Company will be required to seek additional financing. There can be no assurance that additional financing will be available when needed and, if available, will be on terms acceptable to the Company. This said, Energy Edge Technologies Corporation has engaged the services of a consulting firm in the form of a strategic alliance that will initiate the OTCBB process when the final closing has occurred and will provide ongoing capital advisory services in the event that the Company is successfully registered with the SEC and listed on the OTCBB.

Use of Initial $500,000 of Proceeds

To implement the Company’s initial plans, an investment of an initial $500,000 would be utilized for the following anticipated purposes:

Table of Use of Proceeds

A breakdown of the use of these proceeds is presented below:

	$ Amount
Key Employees	$150,000
OTCBB Audit, Registration and Listing	$100,000
Marketing Sales and Advertising	$150,000
Working Capital	$100,000
Total	$500,000

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DIVIDEND POLICY

We do not anticipate that we will declare or pay any dividends on our Common Stock in the foreseeable future. Consequently, you will only realize an economic gain on your investment in our Common Stock if the price appreciates. You should not purchase our Common Stock expecting to receive cash dividends. Since we do not pay dividends, and if we are not successful in establishing an orderly public   trading market for our shares, then you may not have any manner to liquidate or receive any payment on your investment. Therefore our failure to pay dividends may cause you to not see any return on your investment even if we are successful in our business operations. In addition, because we do not pay dividends we may have trouble raising additional funds which could affect our ability to expand our business operations.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

There has been no market for our securities. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority, FINRA for our common stock to be eligible for trading on the OTC Bulletin Board. We do not yet have a market maker who has agreed to file such application. There is no assurance that a trading market will develop, or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so when eligible for public resale.

Holders of Our Common Stock

As of the date of this registration statement, we have approximately 20 shareholders of record and 42,825,000 of shares issued and outstanding.  As a result of the Offering there may be additional Shareholders subscribing up to 10,000,000 shares.

Securities Authorized for Issuance under Equity Compensation Plans

A contemplated reserve of 20% of voting common stock to be issued for an employee stock benefit plan, for board member and advisory committee compensation and for attraction and retention of key employees. If the maximum amount of Shares is sold, the Company’s capital structure post-offering would be as follows:

Robert Holdsworth	30,200,000
Additional Shareholders	12,825,000
Offering Investors	10,000,000
Reserved Shares	10,565,000

Reserved Shares would consist of shares to be used to fund an Employee Stock Option Plan, to compensate members of the Board of Directors and Advisory Board members, and to attract additional executives, consultants and joint venture partners.

DILUTION

The net tangible book value of the Common Stock offered hereby will be substantially diluted below the offering price paid by investors. The present shareholders acquired founder’s shares at an average cost of par value or $0.0001 per share, whereas Investors will pay a price of $0.10 (ten cents) per share. Therefore, outside Investors participating in this offering will incur immediate substantial dilution of their investment insofar as it refers to the resulting per share net tangible book value of the Company’s Common Stock after completion of this Offering.

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Critical Accounting Policies

Our financial statements are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates und er different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 1 of our financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Recent Accounting Pronouncements

Refer to Note 2 to the financial statements for a complete description of recent accounting standards which we have not yet been required to implement and may be applicable to our operation, as well as those significant accounting standards that have been adopted during 2009 and 2008.

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BUSINESS AND RECENT DEVELOPMENTS

Energy Edge Technologies Corporation

Energy Edge Technologies Corporation (“EETC”) is a firm specializing in energy cost and consumption reduction for mid to large sized companies, institutions and government entities. The company, a New Jersey corporation, consists of professional, industrial and electrical engineers, LEED Accredited Professionals and business entrepreneurs.  EETC provides companies, institutions and government entities with turnkey, whole facility solutions that reduce energy consumption and corresponding cost and increase the efficiency of existing equipment and buildings.  EETC has experience in implementing and supporting industrial and commercial energy conservation enhancement technologies, approaches and processes across a broad spectrum of industries and facility types.  Our typical projects are guarantee d to reduce energy costs by 8% to 30%, provide 33% or better return on investment and decrease greenhouse gas emissions and our customers' carbon footprints.

EETC has experienced growing success over the past 7 years, with projects for a variety of customers including municipalities, breweries, pharmaceuticals, restaurants, food processing, manufacturing, printing, leisure, hospitals, office buildings, etc.  EETC projects are suitable and applicable for any type of customer whose energy bill exceeds $10,000 monthly.  EETC identifies where and how energy is being used and solves the problems that contribute to inefficient systems and higher energy bills.  EETC are experts in the design and implementation of advanced, IEEE, DOE and USGBC recommended passive engineering approaches and technologies that reduce energy losses and increase the efficiency of existing systems while providing fast project payback and significant return on investment for customers. Our un ique custom turnkey projects maximize energy savings by treating the entire facility based on its distinctive features and electricity and gas usage.

EETC applies different technologies and engineering approaches to positively affect the various energy consuming loads in a facility, and we work to improve the efficiency of equipment and systems to reduce kilowatt hour and Therm consumption.  We combine in-house engineering experience with the expertise of our primary manufacturers. This allows us to develop the most effective turnkey projects with the greatest energy savings, largest reduction in greenhouse gas emissions and strongest return on investment for our customers.  All of the approaches and technologies we employ are proven, passive, DOE, USGBC and/or IEEE approved and recommended. Furthermore, many of our technologies are ENERGY STAR qualified and supplied by ENERGY STAR partners such as Phillips, GE, Telkonet and Intellidyne.  All of the tec hnologies we utilize are UL Listed and CSA Approved.  Many states and local utilities also offer generous incentives and rebates for our work and we help our customers to receive the full incentives available as well as qualify them for all applicable and available federal tax incentives.

Lastly, EETC removes the financial risk for its customers by backing projects with reimbursement contingency insurance underwritten by Lloyds of London.  The policy guarantees that every penny invested by the customer is returned within the prescribed payback period through energy cost reduction.  If any shortfall occurs the policy covers the customer for any difference.

EETC has developed a one of a kind, robust, proprietary e-tool for developing unique, accurate, facility specific energy savings calculations and project designs.

The proprietary database and underlying formulas and algorithms have been developed and perfected over years of analysis of hundreds of facilities of varying type, size, location, use, etc.

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The Energy Edge Analyzer allows team members to collect specific, pin point information on the various energy consuming loads and systems in a facility and input the data into the tool to produce fast, precise results including:

· Overall project design

· Guaranteed energy savings

· Available utility rebates

· Available federal, state and local incentives

· Client project cost

· Guaranteed client payback and ROI

· Financing options

· Carbon footprint and greenhouse gas reductions

· Electrical and gas consumption breakdowns and profiles across respective loads

· Detailed engineering and design specifications down to the individual treated load

· Corresponding additional benefits of the specific design (i.e. extended equipment life, less downtime, heat load reductions, electrical system capacity, cooling capacity, etc)

The results from the Energy Edge Analyzer can then be quickly imported to a client ready, professional proposal.  The proposal incorporates the relevant information from above and includes everything from the executive summary to the sales agreement to graphs and charts and dozens of customer referral letters.

Competitive Business Conditions within the Industry

There are multiple ways a company can proceed with trying to reduce energy spending.  Vendors in the industry typically take one of two approaches.  The first approach is from an administrative and supply side point of view.  Many companies offer professional services where energy bills are audited for errors and for procurement opportunities.  Reports are provided that show what is being spent at various times and seasons.  Along with the audit, the company researches possible energy procurement and demand response opportunities in deregulated energy markets that may be accessible to the client.  Logical SG (www.logicalsg.com), Kilojolts Consulting Group (www.kilojolts.com) and Energen USA (www.energenusa.com) are such companies that provide an administrative solution.

The second approach is to address the consumption side by attending to the different electrical and gas consuming equipment running in a facility.  There are several companies providing a single or a two dimensional technological approach such as small lighting retrofit companies, electrical contractors, HVAC contractors, general contractors, etc.  They provide lighting retrofits, or HVAC inspection and upgrades, or new windows, or building management software, or one or two efficiency technologies.

There are merits and benefits to both approaches to energy cost savings noted above and EETC’s competitive advantage is detailed below in the section titled “Competitive Strengths Within The Industry”.

Independent Contractors

EETC utilizes a growing network of independent contractors, channel partners and vendor relationships to develop business opportunities.  The members of our network typically operate under the Energy Edge moniker and work from various strategic regions across the United States.  Utilizing such a network of independent partners working on a 100% commission basis affords EETC with great advantages such as expanded geographical reach and marketplace exposure, generation of a significantly larger number of sales leads and prospects, and no additional overhead.

Effect of Existing Governmental Regulation on our Business

There is no regulation of this specific type of business other than the normal business restrictions that apply to all businesses.

Number of Total Employees and Part-Time Employees

We currently employ 1full-time employee in the United States.

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Suppliers

Energy Edge provides energy efficiency results including technology solutions from the following manufacturers and suppliers.  We engineer the solution, specify the exact design, quantity and type of unit or equipment and the manufacturer or supplier ships them out.  They also provide technical support for their product(s) at no cost as needed:

· Intellidyne

· eCube

· Myron Zucker

· Alumalight

· UE Systems

· HySave

· Telkonet

· Powersmiths

· Huper Optiks

· Others

We have excellent relationships with all of our manufacturers and suppliers and currently have distributor contracts with eCube, Alumalight, Myron Zucker and HySave. For other suppliers, operate on a more informal basis and order what we require at the times we need it.

Business Strategies

Our business includes energy engineering studies and the designing and building of turnkey energy efficiency projects.  We have grown the company by offering high quality services and products to customers we initially attracted using very simple techniques such as networking, channel partners, cold calling and mailers.  We continue to add to our network of independent contractors and using these methods of prospecting.  However, we plan to begin utilizing more sophisticated methods of attaining customers and increasing the visibility of EETC such as online viral marketing, traditional marketing and advertising and extensive publicity and public relations campaigns.

In addition we are looking to expand into underserved regions of the United States and internationally to areas such as China and Europe.

Lastly, management will be looking for additional revenue streams such as energy efficiency consulting for new building design and potential acquisition targets to expand size, revenue and profitability of the company.

Industry Summary

Businesses are continually seeking ways to lower expenses and cut energy costs.  Federal and state governments and local utilities have put several regulations and incentives in place (with more to come), encouraging and requiring companies to take active responsibility for lowering their energy consumption.  A monsoon of media coverage has also created awareness of high energy consumption and the ultimate effects on the US and the rest of the world.  It is to the advantage of any company, with a significant energy bill, to take advantage of the offer presented by EETC, from a fiscal, environmental and social standpoint.

Extensive research has been done showing that the United States is the largest energy consumer in terms of total use, using 100 quadrillion BTUs (105 exajoules, or 29,000 TWh) as of 2005. This number is three times the consumption by the United States in 1950, ranking the U.S. seventh in energy consumption per-capita after Canada and a number of small countries.1  EETC target markets include the industrial, commercial and government sectors, which account for more than half of the energy consumed in the US.  The other two sectors are residential and transportation.

Along with its “whole facility approach” the company provides additional advantages to its client with its 100% savings guarantee program which is backed by a surety bond underwritten by Lloyds of London.  The guarantee ensures every dollar invested in an EETC project by a customer will be returned via energy savings within the determined payback period.  If any shortfall occurs, the difference between the savings and the investment will be refunded by the surety bond.  This quells customer anxiety by removing the financial risk from the buying decision and ultimately increases closure rate, allowing EETC a competitive and reputational advantage as an energy engineering company.

1 http://en.wikipedia.org/wiki/Energy_in_the_United_States

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Competitive Strengths within the Industry

There is merit to both the administrative, supply side and the energy efficiency, consumption side solutions detailed in the “Competitive Business Conditions” section above.  That is why EETC has developed the ability to address both for customers.

The administrative solution has value for customers and EETC offers these solutions by partnering with companies such as Enernoc (www.enernoc.com) and Glacial Energy (www.glacialenergy.com).  In this way EETC can provide administrative, supply side savings to its customers while also generating revenue for the firm.  However, these administrative strategies focus only on the supply side cost and not on reducing actual energy usage, or reducing a company’s carbon footprint.  To use less energy, the equipment and its supporting systems must be made to run more efficiently.  This is where EETC takes it to the next level by employing a holistic, comprehensive approach that is necessary to thoroughly enhance the energy efficiency a nd profile of all types of facilities.

As noted there are many companies and individuals that focus only on one or two aspects of the dozens of areas that can be made more efficient. In management’s view, no companies were found that offered a similar whole facility approach as offered by Energy Edge that can literally address the multitude of energy consuming loads across the lighting, HVAC, refrigeration, heating and production systems in today’s commercial, industrial and institutional facilities.  Competitors typically cannot bring to bear the numerous technologies and approaches that EETC can to ensure a significant, measurable impact and strong ROI for customers.  In addition to the narrow scope and limited available energy treatment options and approaches, competitors can not truly guarantee the energy savings and do not offer true, in sured guaranteed savings programs.

Management believes that EETC maintains a distinct advantage over its competition by offering a comprehensive energy cost reduction suite of services including whole facility energy consumption reduction, energy procurement and demand response programs. And EETC removes the financial risk from the buying decision for customers with guaranteed savings and ROI backed by Lloyds of London.

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Growth Strategy

Market trends suggest that the demand for energy resources will rise dramatically over the next 25 years (2).  Global demand for all energy sources is forecast to grow by 57%.  These numbers include all energy types.

EETC currently has over $20 million in potential business in the sales pipeline.  The $20 million is comprised of prospects that have already received the initial analysis and project summary (Step 2) and are deciding whether to move forward with a project.  EETC continues to add new prospects to the sales pipeline every week.

EETC intends to enter into more strategic, vendor and distributorship relationships with additional industry leading energy efficiency manufacturers and suppliers in 2010.

EETC has grown the current business using very simple techniques such as networking, channel partners, cold calling and mailers.  EETC will continue to add to our network of independent contractors and using these methods of prospecting.  However, EETC plans to begin utilizing more sophisticated methods of attaining customers and increasing the visibility of EETC such as online viral marketing, traditional marketing and advertising and extensive publicity and public relations campaigns.

EETC is looking to expand into underserved regions of the United States and internationally to areas such as China and Europe.

EETC will be looking for additional revenue streams such as energy efficiency consulting for new building design and potential acquisition targets to expand the size, revenue and profitability of the company.

Recent Developments

EETC has multiple projects committed for the first and second quarters of 2010.

 

2 http://www.energystar.gov/index.cfm?c=business.bus_energy_strategy

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Principal Executive Offices

Our corporate headquarters are located at 1200 Route 22 East, Suite 2000 Bridgewater, New Jersey 08807. Our telephone number is (888) 729-5722, ext. 100

DESCRIPTION OF PROPERTY

The Company neither owns nor leases any real property.  An officer has provided office services without charge.  There is no obligation for the officer to continue this arrangement; however it does maintain a Virtual Online (Mailbox) at 1200 Route 22 East, Bridgewater, New Jersey 08807.

MANAGEMENT

The directors and executive officers of the Company are:

Name	Age	Position
Robert Holdsworth	40	President & Chairman
John Gerace	64	Vice President
Warren Fellus	39	Director
Yin Hu	47	Director

Robert Holdsworth, 40, MBB, President, has a 17 year proven track record of success partnering with Fortune 500 companies, global enterprises and medium businesses.  His experience covers a depth of senior level operations management, inside and outside sales, large scale project management and Six Sigma deployment.  He has successfully managed large, multi-hundred member departments and key contracts that generated revenues of up to $40M annually.  Mr. Holdsworth has had great success in strategically growing organizations, managing highly complex projects, and cutting waste while increasing revenues.  Mr. Holdsworth successfully integrated three distinct outsourcing businesses and created ways to decrease cost, correctly apply a ssets and significantly impact the top and bottom lines.   In Management’s view, Mr. Holdsworth possesses the well rounded skill set necessary to lead a company today, as an effective communicator, strategic leader, poised presenter, skilled salesperson, with astute financial capabilities.  Mr. Holdsworth has worked in Senior Management positions for such companies as Mellon Financial Corporation, Price Waterhouse Coopers and Merrill Lynch & Co.  Mr. Holdsworth received a Bachelor Degree from Rider University, Lawrenceville, NJ.  He holds certifications as a Certified Energy Manager, a Six Sigma Master Black Belt, and a Total Quality Management (TQM) Practitioner and formerly held NASD Series 7 and Series 63 licenses.

John Gerace, 64, Ph.D., P.E. Vice President, has been a consultant for EETC for 6 years and engages in the various aspects of EETC sales, project design and installations.  He oversees client projects including sales, end to end engineering, project management and financial accountability.  Dr. Gerace offers excellent expertise in the field of engineering and business development.  His engineering knowledge encompasses environmental, industrial and facilities engineering, power plant engineering, cogeneration and of course energy engineering.  Dr. Gerace has overseen projects spanning power plants, boiler plants, chiller plants, pharmaceutical firms, schools, Department of Defense, chemical plants, hospitals, food processing plants, and many other facilities.  Dr. Gerace is a published author and a Registered Professional Engineer.  He holds a Bachelor of Engineering, an MBA in Finance and a Doctor of Philosophy with Honors in Economics.  He holds Full Membership in the National Society of Professional Engineers, the Association for the Advancement of Cost Engineering International and sits on the Philadelphia Council on Business Economics.  Dr. Gerace has also fulfilled US Navy Active Duty obligations as a Lt. in the US Naval Reserve.

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Warren Fellus, 39, started out his career in international banking in 1990 and supervised the lending department to facilitate commercial, corporate and real estate loans to Mitsubishi Trust and Banking international clients for over 5 years. By 1996, he was a registered investment rep. and managed over 10 million dollars for his clients. He successfully advised his clients on investment products from bonds, stocks and mutual funds.

In 1999 he engaged in trading equities for multi-million dollar hedge funds and was always a top ranked trader in his field. He trained and managed a trading desk in 2004 with well over 25 traders under his management. By

2007, he successfully managed and owned his own hedge fund specializing in trading IPOs in the post market until the spring of 2010 where he began consulting to public and pre public companies on globalization strategies, strategic alliance facilitation and market entry solutions.

Yin Hu, 47, is theCEO and Founder of Oceancross Capital, LLC, a FINRA/SIPC member security broker-dealer. With 15 years experience in working for financial firms, managing broker-dealer branches, running trading operations, founding and managing a FINRA member broker-dealer,  he is currently putting his main effort to developing capital market service between China and US.

Before Yin Hu founded Oceancross Capital in 2006, he was the manager and partner of 5th Avenue branch of Carlin Financial Group from 2002 to 2005. After Carlin was bought by Royal Bank of Canada, he, together with his partners, formed Spinnacker Partners, LLC as an independent hedge fund. Yin Hu was the president of the company.

Previous to this, Yin Hu was the manager and partner of New York Mercantile Exchange branch for Andover Brokerage, LLC from 2001 to 2002. In a short year, he built the branch from scratch to having around 100 traders.

From 1995 to 2001, Yin Hu worked for Larson Capital Management, Worldco, LLC as security analyst, and senior trader. Also from 1987 to 1989, he was an economist for Policy Research Office at State Economic Information Center of China.

Yin Hu holds a Master of Business Administration degree from Shanghai Jiaotong University as well as a Bachelor of Science degree in ocean engineering. He spent a few years in University of Minnesota economics Ph.D. program. He started to work in financial industry before he finished the study. He intends to finish it in the future.

We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date.  In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by o ur board of directors. Further, we are not a "listed company" under SEC rules and thus we are not required to have a compensation committee or a nominating committee.

We do not have any defined policy or procedure requirements for shareholders to submit recommendations or nominations for directors. Our board of directors believes that, given the early stages of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. We do not currently have any specific or minimum criteria for the election of nominees to our board of directors and we do not have any specific process or procedure for evaluating such nominees. Our board of directors assesses all candidates, whether submitted by management or shareholders, and makes recommendations for election or appointment.

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A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our Chief Executive Officer at the address appearing on the face page of this Prospectus.

 Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office or until his successor has been elected and qualified in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board. 

All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of Directors. Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse Directors for expenses related to their activities.

None of our Officers and/or Directors have filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past five (5) years.

Audit Committee

We do not have an audit committee of the Board of Directors. Management has determined not to establish an audit committee at present because of our limited resources and limited operating activities do not warrant the formation of an audit committee or the expense of doing so. We do not have a financial expert serving on the Board of Directors or employed as an officer based on management’s belief that the cost of obtaining the services of a person who meets the criteria for a financial expert under Item 401(e) of Regulation S-B is beyond its limited financial resources and the financial skills of such an expert are simply not required or necessary for us to maintain effective internal controls and procedures for financial reporting in light of the limited scope and simplicity of accounting issues raised in our financial stateme nts at this stage of our development.

Certain Legal Proceedings

No director, nominee for director, or executive officer has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past five years.

 Compliance with Section 16(A) Of the Exchange Act.

Upon the effectiveness of this Registration Statement, Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5 respectively.  Executive officers, directors and greater than 10% shareholders are required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file. 

Code of Ethics

The Board of Directors has established a written code of ethics that applies to the Company’s Chief Executive Officer and Chief Financial Officer.  A copy of the Code of Ethics is filed as Exhibit 14.1.

26

EXECUTIVE COMPENSATION

Summary Table. The following table sets forth information concerning the annual and long-term compensation awarded to, earned by, or paid to the named executive officer for all services rendered in all capacities to our company, or any of its subsidiaries, for the years ended December 31, 2009, 2008, and 2007:

Summary Compensation Table
Name &Principal Position		Year		Salary ($)		Total ($)
Robert Holdsworth, President	2007		$0		$0
	2008		$0		$0
	2009		$0		$0

Employment Agreements

The Company has no formal employment agreements.

27

Compensation of Directors

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors.

	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings	All Other Compensation ($)	Total ($)
Robert Holdsworth		$20,000	$50,000				$70,000
John Gerace		$20,000	$50,000				$70,000
Yin Hu		$20,000	$50,000				$70,000
Warren Fellus		$20,000	$50,000				$70,000

 (1)  The stock awards set forth on this table were issued for services rendered to the Company by the directors. This dollar estimate is based on the fair market value at the date of grant at the close of business in accordance with ASC 718-20 (formerly SFAS No. 123R, Share-Based Payment).

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to the beneficial ownership of our Common Stock as of June 28, 2010 for:

l each of our executive officers and directors;

l all of our executive officers and directors as a group; and

l any other beneficial owner of more than 5% of our outstanding Common Stock.

Beneficial ownership is determined in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities and include ordinary shares issuable upon the exercise of stock options that are immediately exercisable or exercisable within 60 days. Except as otherwise indicated, all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws. The information is not necessarily indicative of beneficial ownership for any other purpose.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner	Percent of Class
Common Stock	Robert E. Holdsworth 33 Chestnut Trail Flemington, NJ, 08822	30,200,000	70.52%
Common Stock	ACS Inc. 500 Office Center Drive Fort Washington, PA 19034	9,000,000	21.02%

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

SELLING SHAREHOLDERS

The following table sets forth the shares beneficially owned, as of June 28, 2010 by the selling shareholders included in this Prospectus.

Beneficial ownership is determined in accordance with Securities and Exchange Commission rules. 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 dispose of, or to direct the disposition 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 pers on has sole voting and investment power.

28

The percentages below are calculated based on 42,825,000 shares of our common stock issued and outstanding.

Name of Selling Shareholder and Position, Office, or Material Relationship with the Company	Common Shares Owned by  the Selling Shareholder	Total Shares  to be Registered Pursuant to this Prospectus	Total Shares  After Completion of the Offering
Charles Richard Harvin, Jr. 2732 Rush Haven Drive Mt. Pleasant, SC 29466	250,000	250,000	250,000
Alejandro Sei 18 Chestnut Trail Flemington, NJ 08822	50,000	50,000	50,000
Keith Harvin 2870 Porcher Drive Sumter, SC 29150	250,000	250,000	250,000
Charles Barovian 1763 West 9th Street Brooklyn, NY 11223	100,000	100,000	100,000
Steve Gianniotis 226 Kings Highway Brooklyn, NY 11223	100,000	100,000	100,000
Richard Edelman 216 Walnut Street Livingston, NJ 07039	100,000	100,000	100,000
Robert E. Holdsworth 33 Chestnut Trail Flemington, NJ, 08822	30,200,000	30,200,000	30,200,000
Terrence Maher 3531 N. Reta Avenue Chicago, IL 60657	75,000	75,000	75,000
Alejandro Sei 18 Chestnut Trail Flemington, NJ 08822	30,000	30,000	30,000
Michael Napolitano 4024 Quarry Road  Manchester, NJ 08759	1,000,000	1,000,000	1,000,000
Richard Gigantino 5 White Birch Drive Millstone Twsp., NJ 08510	50,000	50,000	50,000
Frank Kukla 176 Brahma Avenue Bridgewater, NJ 08807	20,000	20,000	20,000
Randall Bielski 1534 York Road Lutherville, MD 21093	300,000	300,000	300,000
ACS Inc. 500 Office Center Drive Fort Washington, PA 19034	9,000,000	9,000,000	9,000,000
Frank J. Pena 1590 Horseshoe Drive Manasquan, NJ 08736	100,000	100,000	100,000

29

TVT Capital LLC 8 Hunters Lane Roslyn, NY 11576	500,000	500,000	500,000
Kenny Fellus 4 Green Drive Roslyn, NY 11576	100,000	100,000	100,000
John Gerace, Ph.D. 646 Friar Drive Yardley, PA 19067	200,000	200,000	200,000
Yin Hu 58 Rose Avenue Great Neck, NY 11021	200,000	200,000	200,000
Warren Fellus 8 Hunters Lane Roslyn, NY 11576	200,000	200,000	200,000

There has been no market for our securities.  Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with FINRA for our common stock to be eligible for trading on the Over the Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application.   The selling security holder will be offering the shares of common stock being covered by this prospectus at a fixed price of $0.10 per share until a market develops and thereafter at prevailing market prices or privately negotiated prices. The fixed price of $0.10 has been determined arbitrarily.

Once a market has been developed for our common stock, the shares may be sold or distributed from time to time by the selling security holders directly to one or more purchasers or through brokers or dealers who act solely as agents, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods: (a) ordinary brokerage transactions and transactions in which the broker solicits purchasers; (b) privately negotiated transactions; (c) market sales (both long and short to the extent permitted under the federal securities laws); (d) at the market to or through market makers or into an existing market for the shares; (e) through transactions in options, swap s or other derivatives (whether exchange listed or otherwise); and (f) a combination of any of the aforementioned methods of sale.

In the event of the transfer by any of the selling security holders of its common shares to any pledgee, donee or other transferee, we will amend this prospectus and the registration statement of which this prospectus forms a part by the filing of a post-effective amendment in order to have the pledgee, donee or other transferee in place of the selling security holder who has transferred his, her or its shares.

In effecting sales, brokers and dealers engaged by the selling security holders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from a selling security holder or, if any of the broker-dealers act as an agent for the purchaser of such shares, from a purchaser in amounts to be negotiated which are not expected to exceed those customary in the types of transactions involved. Broker-dealers may agree with a selling security holder to sell a specified number of the shares of common stock at a stipulated price per share. Such an agreement may also require the broker-dealer to purchase as principal any unsold shares of common stock at the price required to fulfill the broker-dealer commitment to the selling security holder if such broker-dealer is unable to sell the shares on be half of the selling security holder. Broker-dealers who acquire shares of common stock as principal may thereafter resell the shares of common stock from time to time in transactions which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above.

Such sales by a broker-dealer could be at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. In connection with such resales, the broker-dealer may pay to or receive from the purchasers of the shares commissions as described above.

30

The selling security holders and any broker-dealers or agents that participate with the selling security holders in the sale of the shares of common stock may be deemed to be "underwriters" within the meaning of the Securities Act in connection with these sales. In that event, any commissions received by the broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

From time to time, any of the selling security holders may pledge shares of common stock pursuant to the margin provisions of customer agreements with brokers. Upon a default by a selling security holder, their broker may offer and sell the pledged shares of common stock from time to time. Upon a sale of the shares of common stock, the selling security holders intend to comply with the prospectus delivery requirements under the Securities Act by delivering a prospectus to each purchaser in the transaction. We intend to file any amendments or other necessary documents in compliance with the Securities Act which may be required in the event any of the selling security holders defaults under any customer agreement with brokers.

To the extent required under the Securities Act, a post effective amendment to this registration statement will be filed disclosing the name of any broker-dealers, the number of shares of common stock involved, the price at which the common stock is to be sold, the commissions paid or discounts or concessions allowed to such broker-dealers, where applicable, that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus and other facts material to the transaction.

We and the selling security holders will be subject to applicable provisions of the Exchange Act and the rules and regulations under it, including, without limitation, Rule 10b-5 and, insofar as a selling security holder is a distribution participant and we, under certain circumstances, may be a distribution participant, under Regulation M. All of the foregoing may affect the marketability of the common stock.

All expenses of the registration statement including, but not limited to, legal, accounting, printing and mailing fees are and will be borne by us. Any commissions, discounts or other fees payable to brokers or dealers in connection with any sale of the shares of common stock will be borne by the selling security holders, the purchasers participating in such transaction, or both.

Any shares of common stock covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act, as amended, may be sold under Rule 144 rather than pursuant to this prospectus.

DESCRIPTION OF SECURITIES

General

Our authorized capital stock consists of 100,000,000 Common Shares, $0.00001 par value per share.

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Common Stock

As of June 28, 2010, we had 42,825,000 shares of Common Stock issued and outstanding.  Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote.

Holders of common stock do not have cumulative voting rights.  Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors.  The presence, in person or by proxy, of shareholders holding at least fifty-one (51%) percent of the shares entitled to vote shall be necessary to constitute a quorum at any meeting of our stockholders.  A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our articles of incorporation.

Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds.  In the event of liquidation, dissolution or corporate wind up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock.

Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Preferred Stock

None.

Warrants

 None.

Options

None.

OTC Bulletin Board

Our common stock is not currently traded in the over-the-counter market.  The Company plans to file a Form 211 and to apply for a symbol on the OTC Bulletin Board.

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Transfer Agent and Registrar

The transfer agent and registrar for our Common Stock is OTC CORPORATE TRANSFER SERVICE

52 MAPLE RUN DRIVE, JERICHO, NY 11753.

SHARES ELIGIBLE FOR FUTURE SALE

As of June 28, 2010, we had outstanding 42,825,000 shares of common stock.

Shares Covered by this Prospectus

All of the 42,825,000 shares of Common Stock being registered in this offering may be sold without restriction under the Securities Act.

Rule 144

The selling stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Rule 144 allows for the public resale of restricted and control securities if a number of conditions are met.  Meeting the conditions includes holding the shares for a certain period of time, having adequate current information, looking into a trading volume formula, and filing a notice of the proposed sale with the SEC.

PLAN OF DISTRIBUTION

The Selling Security Holders and any of their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of our common stock on any stock exchange, market or trading facility on which the shares are traded or quoted or in private transactions. These sales may be at fixed or negotiated prices. The Selling Security Holders may use any one or more of the following methods when selling shares:

· ordinary brokerage transactions and transactions in which the broker-dealer solicits Investors;

· block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

· purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

· an exchange distribution in accordance with the rules of the applicable exchange;

· privately negotiated transactions;

· to cover short sales made after the date that this prospectus is declared effective by the Commission;

· broker-dealers may agree with the Selling Security Holders to sell a specified number of such shares at a stipulated price per share;

· a combination of any such methods of sale; and

· any other method permitted pursuant to applicable law.

The Selling Security Holders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Security Holders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Security Holders, or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser, in amounts to be negotiated. The Selling Security Holders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.

The Selling Security Holders may from time to time pledge or grant a security interest in some or all of the shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of our common stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling security holders to include the pledgee, transferee or other successors in interest as selling security holders under this prospectus.

33

Upon our being notified in writing by a Selling Security Holder that any material arrangement has been entered into with a broker-dealer for the sale of our common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such Selling Security Holder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of our common stock were sold, (iv)the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by refere nce in this prospectus, and (vi) other facts material to the transaction. In addition, upon our being notified in writing by a Selling Security Holder that a donee or pledgee intends to sell more than 500 shares of our common stock, a supplement to this prospectus will be filed if then required in accordance with applicable securities law.

The Selling Security Holders also may transfer the shares of our common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The Selling Security Holders and any broker-dealers or agents that are involved in selling the shares may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of Securities will be paid by the Selling Security Holder and/or the purchasers. Each Selling Security Holder has represented and warranted to us that it acquired the securities subject to this prospectus in the ordinary course of such Selling Security Holder’s business and, at the time of its purchase o f such securities such Selling Security Holder had no agreements or understandings, directly or indirectly, with any person to distribute any such securities.

We have advised each Selling Security Holder that it may not use shares registered on this prospectus to cover short sales of our common stock made prior to the date on which this prospectus shall have been declared effective by the Commission. If a Selling Security Holder uses this prospectus for any sale of our common stock, it will be subject to the prospectus delivery requirements of the Securities Act. The Selling Security Holders will be responsible to comply with the applicable provisions of the Securities Act and Exchange Act, and the rules and regulations there under promulgated, including, without limitation, Regulation M, as applicable to such Selling Security Holders in connection with resales of their respective shares under this prospectus.

We are required to pay all fees and expenses incident to the registration of the shares, but we will not receive any proceeds from the sale of our common stock. We have agreed to indemnify the Selling Security Holders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

LEGAL PROCEEDINGS

We are not presently a party to any litigation, nor to our knowledge and belief is any litigation threatened or contemplated.

The validity of the common stock being offered by this prospectus will be passed upon for us by Vincent & Rees, L.C., of Salt Lake City, Utah, which has acted as our counsel in connection with this offering.

INTERESTS OF NAMED EXPERTS AND COUNSEL

Except as disclosed herein, no expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

34

Our legal counsel, Vincent & Rees, L.C., receives restricted shares of the common stock of the Company totaling 3% of the then-issued and outstandingshares of the Company upon completion of the reorganization or recapitalization of Energy Edge in exchange for the legal services performed.

The financial statements included in this prospectus and the registration statement have been audited by Silberstein Ungar, PLLC an independent registered public accounting firm, to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

TRANSFER AGENT

The transfer agent and registrar for our Common Stock is OTC CORPORATE TRANSFER SERVICE 52 MAPLE RUN DRIVE, JERICHO, NY 11753.

AVAILABLE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the common stock offered hereby. This prospectus, which constitutes part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedule thereto, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information regarding our common stock and our company, please review the registration statement, including exhibits, schedules and reports filed as a part thereof. Statements in this prospectus as to the contents of any contract or other document filed as an exhibit to the registration statement, set forth the material terms of such contract or other document but are not necessarily complete, and in each instan ce reference is made to the copy of such document filed as an exhibit to the registration statement.

We will also be subject to the informational requirements of the Exchange Act upon the registration statement’s effectiveness, which requires us to file reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information along with the registration statement, including the exhibits and schedules thereto, may be inspected at public reference facilities of the SEC at 100 F Street N.E, Washington D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC at prescribed rates. You may call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Because we file documents electronically with the SEC, you may also obtain this information by visiting the SEC’s Internet website at http://www.sec.gov.

35

FINANCIAL STATEMENTS

BASIS OF PRESENTATION

The accompanying financial statements, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form S-1 filed with the SEC as of and for the period ended December 31, 2009. In the opinion of management, all adjustments necessary in order for the financial statements to be not misleading have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results expected for the full year.

F-1

Silberstein Ungar, PLLC CPAs and Business Advisors     

Phone (248) 203-0080

Fax (248) 281-0940

30600 Telegraph Road, Suite 2175

Bingham Farms, MI 48025-4586

www.sucpas.com

Report of Independent Registered Public Accounting Firm

To the Board of Directors of

Energy Edge Technologies Corporation

Bridgewater, New Jersey

We have audited the accompanying balance sheets of Energy Edge Technologies Corporation (the “Company”) as of December 31, 2009 and 2008, and the related statements of operations, stockholder’s deficit, and cash flows for the years 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 audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  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 control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit 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.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 financial position of Energy Edge Technologies Corporation as of December 31, 2009 and 2008 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Silberstein Ungar, PLLC

Bingham Farms, Michigan

June 2, 2010

F-2

ENERGY EDGE TECHNOLOGIES CORPORATION

BALANCE SHEETS

AS OF DECEMBER 31, 2009 AND 2008

ASSETS	2009			2008
Current assets
Cash and cash equivalents	$	4,544		$	15,242
Contract receivables		210,460			35,481
Costs and estimated earnings in excess of billings on uncompleted contracts		9,554			400
Total Current Assets		224,558			51,123
Property and equipment
Computers and equipment		2,690			1,410
Less: accumulated depreciation		(556	)		(173	)
Total property and equipment (net)		2,134			1,237
Total Assets	$	226,692		$	52,360
LIABILITIES AND STOCKHOLDER’S DEFICIT
Liabilities
Current liabilities
Accounts payable	$	16,485		$	23,123
Accrued expenses		31,526			38,654
Billings in excess of costs and estimated earnings on uncompleted contracts		206,871			-
Sales tax payable		15,082			-
Total Liabilities		269,964			61,777
Stockholder’s deficit
Common stock, no par value, 1,500 shares authorized, 1,500 shares issued and outstanding		1,500			1,500
Retained earnings (deficit)		(44,772	)		(10,917	)
Total Stockholder’s Deficit		(43,272	)		(9,417	)
Total Liabilities and Stockholder’s Deficit	$	226,692		$	52,360

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

F-3

ENERGY EDGE TECHNOLOGIES CORPORATION

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

	2009			2008
CONTRACT REVENUES	$	902,148		$	732,190
CONTRACT COSTS		577,708			327,494
GROSS PROFIT		324,440			404,696
OPERATING EXPENSES
Telemarketing services		31,164			43,729
Travel		20,365			30,821
General & administrative expenses		63,320			36,200
TOTAL OPERATING EXPENSES		114,849			110,750
INCOME FROM OPERATIONS		209,591			293,946
OTHER INCOME (EXPENSE)
Interest expense		(5,325	)		(3,790	)
INCOME BEFORE PROVISION FOR INCOME TAXES		204,266			290,156
PROVISION FOR INCOME TAXES		-			-
NET INCOME	$	204,266		$	290,156

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

F-4

ENERGY EDGE TECHNOLOGIES CORPORATION

STATEMENT OF STOCKHOLDER’S DEFICIT

AS OF DECEMBER 31, 2009

	Common Stock							Total
	Shares		Amount		Retained Earnings (Deficit)			Stockholder’s Deficit
Balance, January 1, 2008		1,500	$	1,500	$	(87,996	)	$	(86,496	)
Net income for the year ended December 31, 2008						290,156			290,156
Shareholder distributions		-		-		(213,077	)		(213,077	)
Balance, December 31, 2008		1,500		1,500		(10,917	)		(9,417	)
Net income for the year ended December 31, 2009						204,266			204,266
Shareholder distributions				-		(238,121	)		(238,121	)
Balance, December 31, 2009		1,500	$	1,500	$	(44,772	)	$	(43,272	)

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

F-5

ENERGY EDGE TECHNOLOGIES CORPORATION

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

	2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES
Net income for the period	$	204,266		$	290,156
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		383			173
(Increase) in contracts receivable		(174,979	)		(35,481	)
(Increase) decrease in costs and estimated earnings in excess of billings on uncompleted contracts		(9,154	)		29,710
Increase (decrease) in accounts payable		(6,638	)		23,123
Increase (decrease) in billings in excess of costs and estimated earnings on uncompleted contracts		206,871			(176,242	)
Increase in sales tax payable		15,082			-
(Decrease) in accrued expenses		(7,128	)		(4,497	)
Cash flows from operating activities		228,703			126,942
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(1,280	)		(1,410	)
Cash flows used in investing activities		(1,280	)		(1,410	)
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions to shareholder		(238,121	)		(213,077	)
Cash flows used in financing activities		(238,121	)		(213,077	)
NET DECREASE IN CASH		(10,698	)		(87,545	)
Cash, beginning of the period		15,242			102,787
Cash, end of the period	$	4,544		$	15,242
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	5,325		$	3,790
Income taxes paid	$	-		$	-

The accompanying notes are an integral part of these financial statements

F-6

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2009

NOTE 1 – NATURE OF OPERATIONS

Energy Edge Technologies Corporation (“Energy Edge” and the “Company”) was incorporated in New Jersey in January, 2004 and was in the development stage until January 1, 2008 when the assets, liabilities, and operations of a sole proprietorship controlled by the Company’s sold stockholder were transferred in. The Company provides energy engineering and services specializing in the development and implementation of advanced, turnkey projects to reduce energy losses and increase the efficiency of new and existing buildings.  The Company is comprised of professional and industrial engineers, LEED Accredited Professionals, and Green Building Coalition Certifying Agents.  Energy Edge is a Clean Energy Pay for Performance Partner and a Smart Start Building Trade Ally.  The Company’s custom designed projects are developed using proprietary methods and maximize energy savin gs by treating an entire facility based on its unique features and electricity and gas usage. 

The Company applies a whole facility approach to energy cost reduction by applying different technologies and engineering approaches to treat most of the various electrical and gas consuming loads across facility such as lighting, HVAC, refrigeration and production equipment.  The energy projects developed and implemented by the Company are ideal for virtually any type of facility and have successfully resulted in tremendous savings in manufacturing plants, hospitals, entertainment venues, office buildings, restaurants, warehouses, etc.   

Revenues come primarily from engineering survey work and turnkey energy projects where the company takes responsibility for equipment procurement, installation labor, utility rebates, tax incentives, pre and post survey work, waste removal, certifications, and ongoing measurement and verification of results. 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

Energy Edge uses the accrual basis of accounting for financial statement reporting. Accordingly, revenues are recognized when products are delivered and services are rendered, and expenses are recognized when the obligation is incurred. The Company recognizes revenues from contracts on the percentage-of-completion method, measured by the percentage of cost incurred to date to estimated total cost for each contract.

Financial Instruments

The Company's financial instruments consist of cash and cash equivalents, contract receivables, costs and estimated earnings in excess of billings on uncompleted contracts, property and equipment, accounts payable, billings in excess of costs and estimated earnings on uncompleted contracts, sales tax payable and accrued expenses. The carrying amounts of these financial instruments approximate fair value due either to length of maturity or interest rates that approximate prevailing rates unless otherwise disclosed in these financial statements.

Contract Receivables

Contract receivables are recorded when invoices are issued and are presented in the balance sheet net of the allowance for doubtful accounts. Contract receivables are written off when they are determined to be uncollectible.

F-7

ENERGY EDGE TECHNOLOGIES CORPORATION

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2009

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles of the United States 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 year. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.

Concentrations of Credit Risk

The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

In addition, the Company extends credit to customers in the normal course of business. The Company monitors the account receivable balances and does not expect significant collection problems.

Revenue Recognition

The Company recognizes revenues from contracts on the percentage-of-completion method, measured by the percentage of cost incurred to date to estimated total cost for each contract. That method is used because management considers total cost to be the best available measure of progress on contracts. Because of inherent uncertainties in estimating costs, it is at least reasonably possible that the estimates used will change within the near term.

Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and depreciation. Selling, general, and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability may result in revisions to costs and income, which are recognized in the period in which the revisions are determined. Changes in estimated job profitability resulting from job performance, job conditions, contract penalty provisions, claims, change orders, and settlements, are accounted for as changes in estimates in the current period.

The asset, “Costs and estimated earnings in excess of billings on uncompleted contracts,” represents revenues recognized in excess of amounts billed. The liability, “Billings in excess of costs and estimated earnings on uncompleted contracts,” represents billings in excess of revenues recognized.

Income Taxes

The Company, with the consent of its shareholder, has elected to be taxed as an S Corporation under the provisions of the Internal Revenue Code. Instead of paying federal corporate income taxes, the shareholders of an S Corporation are taxed individually on their proportionate share of the Company’s taxable income.

F-8

ENERGY EDGE TECHNOLOGIES CORPORATION

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2009

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Stock-Based Compensation

As of December 31, 2009, the Company has not issued any stock-based payments to its employees. The Company uses the modified prospective method of accounting for stock-based compensation. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1, 2006, based on the estimated grant-date fair value.

Recent Accounting Pronouncements

In May 2009, the FASB issued SFAS 165 (ASC 855-10) entitled “Subsequent Events”.  Companies are now required to disclose the date through which subsequent events have been evaluated by management. Public entities (as defined) must conduct the evaluation as of the date the financial statements are issued, and provide disclosure that such date was used for this evaluation. SFAS 165 (ASC 855-10) provides that financial statements are considered “issued” when they are widely distributed for general use and reliance in a form and format that complies with GAAP. SFAS 165 (ASC 855-10) is effective for interim and annual periods ending after June 15, 2009 and must be applied prospectively. The adoption of SFAS 165 (ASC 855-10) during the year ended December 31, 2009 did not have a significant effect on the Company’s financial statements as of that date. In connection with the prepara tion of the accompanying financial statements as of December 31, 2009, management evaluated subsequent events through the date that such financial statements were issued (filed with the SEC).

In June 2009, the FASB issued SFAS 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (“GAAP”). (“SFAS 168” or ASC 105-10) SFAS 168 (ASC 105-10) establishes the Codification as the sole source of authoritative accounting principles recognized by the FASB to be applied by all nongovernmental entities in the preparation of financial statements in conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively effective for financial statements issued for fiscal years ending on or after September 15, 2009 and interim periods within those fiscal years. The adoption of SFAS 168 (ASC 105-10) on July 1, 2009 did not impact the Company’s results of operations or financial condition. The Codification did not change GAAP, however, it did change the way GAAP is organized and presented.

As a result, these changes impact how companies reference GAAP in their financial statements and in their significant accounting policies. The Company implemented the Codification in this Report by providing references to the Codification topics alongside references to the corresponding standards.

With the exception of the pronouncements noted above, no other accounting standards or interpretations issued or recently adopted are expected to have a material impact on the Company’s financial position, operations or cash flows.

NOTE 3 – PROPERTY AND EQUIPMENT

The Company’s policy is to depreciate the cost of property and equipment over the estimated useful lives of the assets by use of the straight-line method. The Office Equipment presently owned by the Company is being depreciated over an estimated useful life of five years.

Depreciation expense for 2009 and 2008 was $383 and $173, respectively.

F-9

ENERGY EDGE TECHNOLOGIES CORPORATION

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2009

NOTE 4 – STOCKHOLDER’S DEFICIT

The company has 1,500 no par value common shares authorized and issued.

As of December 31, 2009, the company has no warrants or options outstanding.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

The Company neither owns nor leases any real property as of December 31, 2009. An officer has provided office services without charge.  There is no obligation for the officer to continue this arrangement.  Such costs are immaterial to the financial statements and accordingly are not reflected herein.

NOTE 6 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to December 31, 2009 to the date these financial statements were issued.

On March 26, 2010, the Company amended its Articles of Incorporation to increase the number of authorized shares to 100,000,000, with a par value of $.00001.

F-10

ENERGY EDGE TECHNOLOGIES CORPORATION

BALANCE SHEET (UNAUDITED)

AS OF MARCH 31, 2010

ASSETS	March 31, 2010 (Unaudited)
Current assets
Cash and cash equivalents	$	43,002
Contract receivables		-
Costs and estimated earnings in excess of billings on uncompleted contracts		-
Total Current Assets		43,002
Property and equipment
Computers and equipment		10,640
Less: accumulated depreciation		(958	)
Total property and equipment (net)		9,682
Total Assets	$	52,684
LIABILITIES AND STOCKHOLDER’S DEFICIT
Liabilities
Current liabilities
Accounts payable	$	-
Accrued expenses		28,431
Billings in excess of costs and estimated earnings on uncompleted contracts		54,156
Sales tax payable		15,082
Total Liabilities		97,669
Stockholder’s deficit
Common stock, .00001 par value, 100,000,000 shares authorized, 1,500 shares issued and outstanding		1,500
Retained earnings (deficit)		(46,485	)
Total Stockholder’s Deficit		(44,985	)
Total Liabilities and Stockholder’s Deficit	$	52,684

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

F-11

ENERGY EDGE TECHNOLOGIES CORPORATION

STATEMENT OF OPERATIONS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2010

	Three months ended March 31, 2010 (Unaudited)
CONTRACT REVENUES	$	311,459
CONTRACT COSTS		165,529
GROSS PROFIT		145,930
OPERATING EXPENSES
Telemarketing services		3,737
Travel		1,829
General & administrative expenses		29,413
TOTAL OPERATING EXPENSES		34,979
INCOME FROM OPERATIONS		110,951
OTHER INCOME (EXPENSE)
Interest expense		(1,076	)
INCOME BEFORE PROVISION FOR INCOME TAXES		109,875
PROVISION FOR INCOME TAXES		-
NET INCOME	$	109,875

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

F-12

ENERGY EDGE TECHNOLOGIES CORPORATION

STATEMENT OF STOCKHOLDER’S DEFICIT (UNAUDITED)

AS OF MARCH 31, 2010

	Common Stock				Additional Paid in		Retained Earnings			Total Stockholder’s
	Shares		Amount		Capital		(Deficit)			Deficit
Balance, January 1, 2008		1,500	$	1,500	$	0	$	(87,996	)	$	(86,496	)
Net income for the year ended December 31, 2008		-		-		-		290,156			290,156
Shareholder distributions		-		-		-		(213,077	)		(213,077	)
Balance, December 31, 2008		1,500		1,500		0		(10,917	)		(9,417	)
Net income for the year ended December 31, 2009		-		-		-		204,266			204,266
Shareholder distributions		-		-		-		(238,121	)		(238,121	)
Balance, December 31, 2009		1,500		1,500		0		(44,772	)		(43,272	)
Net income for the three months ended March 31, 2010		-		-		-		109,875			109,875
Shareholder distributions		-		-		-		(111,588	)		(111,588	)
Balance, March 31, 2010		1,500	$	1,500		0	$	(46,485	)	$	(44,985	)

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

F-13

ENERGY EDGE TECHNOLOGIES CORPORATION

STATEMENT OF CASH FLOWS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2010

	For the three months ended March 31, 2010 (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income for the period	$	109,875
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		402
Changes in assets and liabilities:
Decrease in contracts receivable		210,460
Decrease in costs and estimated earnings in excess of billings on uncompleted contracts		9,554
(Decrease) in accounts payable		(16,485	)
(Decrease) in billings in excess of costs and estimated earnings on uncompleted contracts		(152,715	)
(Decrease) in accrued expenses		(3,095	)
Cash flows provided by operating activities		157,996
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(7,950	)
Cash flows used in investing activities		(7,950	)
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions to shareholder		(111,588	)
Cash flows used in financing activities		(111,588	)
NET DECREASE IN CASH		38,458
Cash, beginning of the period		4,544
Cash, end of the period	$	43,002
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	1,076
Income taxes paid	$	0

The accompanying notes are an integral part of these financial statements

F-14

ENERGY EDGE TECHNOLOGIES CORPORATION

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

MARCH 31, 2010

NOTE 1 – NATURE OF OPERATIONS

Energy Edge Technologies Corporation (“Energy Edge” and the “Company”) was incorporated in New Jersey in January, 2004 and was in the development stage until January 1, 2008 when the assets, liabilities, and operations of a sole proprietorship controlled by the Company’s sold stockholder were transferred in. The Company provides energy engineering and services specializing in the development and implementation of advanced, turnkey projects to reduce energy losses and increase the efficiency of new and existing buildings.  The Company is comprised of professional and industrial engineers, LEED Accredited Professionals, and Green Building Coalition Certifying Agents.  Energy Edge is a Clean Energy Pay for Performance Partner and a Smart Start Building Trade Ally.  The Company’s custom designed projects are developed using proprietary methods and maximize energy savin gs by treating an entire facility based on its unique features and electricity and gas usage. 

The Company applies a whole facility approach to energy cost reduction by applying different technologies and engineering approaches to treat most of the various electrical and gas consuming loads across facility such as lighting, HVAC, refrigeration and production equipment.  The energy projects developed and implemented by the Company are ideal for virtually any type of facility and have successfully resulted in tremendous savings in manufacturing plants, hospitals, entertainment venues, office buildings, restaurants, warehouses, etc.   

Revenues come primarily from engineering survey work and turnkey energy projects where the company takes responsibility for equipment procurement, installation labor, utility rebates, tax incentives, pre and post survey work, waste removal, certifications, and ongoing measurement and verification of results. 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form S-1 filed with the SEC as of and for the period ended December 31, 2009. In the opinion of management, all adjustments necessary in order for the financial statements to be not misleading have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results expected for the full year.

Basis of Accounting

Energy Edge uses the accrual basis of accounting for financial statement reporting. Accordingly, revenues are recognized when products are delivered and services are rendered, and expenses are recognized when the obligation is incurred. The Company recognizes revenues from contracts on the percentage-of-completion method, measured by the percentage of cost incurred to date to estimated total cost for each contract.

Financial Instruments

The Company's financial instruments consist of cash and cash equivalents, contract receivables, costs and estimated earnings in excess of billings on uncompleted contracts, property and equipment, accounts payable, billings in excess of costs and estimated earnings on uncompleted contracts, sales tax payable and accrued expenses. The carrying amounts of these financial instruments approximate fair value due either to length of maturity or interest rates that approximate prevailing rates unless otherwise disclosed in these financial statements.

F-15

ENERGY EDGE TECHNOLOGIES CORPORATION

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

MARCH 31, 2010

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Contract Receivables

Contract receivables are recorded when invoices are issued and are presented in the balance sheet net of the allowance for doubtful accounts. Contract receivables are written off when they are determined to be uncollectible

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles of the United States 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 year. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.

Concentrations of Credit Risk

The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

In addition, the Company extends credit to customers in the normal course of business. The Company monitors the account receivable balances and does not expect significant collection problems.

Revenue Recognition

The Company recognizes revenues from contracts on the percentage-of-completion method, measured by the percentage of cost incurred to date to estimated total cost for each contract. That method is used because management considers total cost to be the best available measure of progress on contracts. Because of inherent uncertainties in estimating costs, it is at least reasonably possible that the estimates used will change within the near term.

Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and depreciation. Selling, general, and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability may result in revisions to costs and income, which are recognized in the period in which the revisions are determined. Changes in estimated job profitability resulting from job performance, job conditions, contract penalty provisions, claims, change orders, and settlements, are accounted for as changes in estimates in the current period.

The asset, “Costs and estimated earnings in excess of billings on uncompleted contracts,” represents revenues recognized in excess of amounts billed. The liability, “Billings in excess of costs and estimated earnings on uncompleted contracts,” represents billings in excess of revenues recognized.

Income Taxes

The Company, with the consent of its shareholder, has elected to be taxed as an S Corporation under the provisions of the Internal Revenue Code. Instead of paying federal corporate income taxes, the shareholders of an S Corporation are taxed individually on their proportionate share of the Company’s taxable income.

F-16

ENERGY EDGE TECHNOLOGIES CORPORATION

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

MARCH 31, 2010

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Stock-Based Compensation

As of March 31, 2010, the Company has not issued any stock-based payments to its employees. The Company uses the modified prospective method of accounting for stock-based compensation. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1, 2006, based on the estimated grant-date fair value.

Recent Accounting Pronouncements

In May 2009, the FASB issued SFAS 165 (ASC 855-10) entitled “Subsequent Events”.  Companies are now required to disclose the date through which subsequent events have been evaluated by management. Public entities (as defined) must conduct the evaluation as of the date the financial statements are issued, and provide disclosure that such date was used for this evaluation. SFAS 165 (ASC 855-10) provides that financial statements are considered “issued” when they are widely distributed for general use and reliance in a form and format that complies with GAAP. SFAS 165 (ASC 855-10) is effective for interim and annual periods ending after June 15, 2009 and must be applied prospectively. The adoption of SFAS 165 (ASC 855-10) during the year ended December 31, 2009 did not have a significant effect on the Company’s financial statements as of that date. In connection with the prepara tion of the accompanying financial statements as of December 31, 2009, management evaluated subsequent events through the date that such financial statements were issued (filed with the SEC).

In June 2009, the FASB issued SFAS 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (“GAAP”). (“SFAS 168” or ASC 105-10) SFAS 168 (ASC 105-10) establishes the Codification as the sole source of authoritative accounting principles recognized by the FASB to be applied by all nongovernmental entities in the preparation of financial statements in conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively effective for financial statements issued for fiscal years ending on or after September 15, 2009 and interim periods within those fiscal years. The adoption of SFAS 168 (ASC 105-10) on July 1, 2009 did not impact the Company’s results of operations or financial condition. The Codification did not change GAAP, however, it did change the way GAAP is organized and presented.

As a result, these changes impact how companies reference GAAP in their financial statements and in their significant accounting policies. The Company implemented the Codification in this Report by providing references to the Codification topics alongside references to the corresponding standards.

With the exception of the pronouncements noted above, no other accounting standards or interpretations issued or recently adopted are expected to have a material impact on the Company’s financial position, operations or cash flows.

NOTE 3 – PROPERTY AND EQUIPMENT

The Company’s policy is to depreciate the cost of property and equipment over the estimated useful lives of the assets by use of the straight-line method. The Computers and Equipment presently owned by the Company are being depreciated over estimated useful lives of five to seven years.

Depreciation expense for the three months ended March 31, 2010 was $402.

F-17

ENERGY EDGE TECHNOLOGIES CORPORATION

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

MARCH 31, 2010

NOTE 4 – STOCKHOLDER’S DEFICIT

On March 26, 2010, the Company amended its Articles of Incorporation to increase the number of authorized shares to 100,000,000, with a par value of $.00001.

The company has issued 1,500 common shares as of March 31, 2010.

As of March 31, 2010, the company has no warrants or options outstanding.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

The Company leases its office space on a month-to-month basis for approximately $300 per month.

NOTE 6 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to March 31, 2010:

In May, 2010, the Company issued 29,998,500 shares of common stock in exchange for services provided by the founder of the Company. The shares were valued at $300 based on a par value of $.00001 per share.

F-18

Energy Edge Technologies Corporation

[10,000,000]SHARES OF COMMON STOCK

PROSPECTUS

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES WHETHER OR NOT PARTICIPATING IN THIS OFFERING MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

PART II

 INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Securities and Exchange Commission registration fee	$	376.74
Transfer Agent Fees		1,500
Accounting fees and expenses		21,468
Princeton Corporate Solutions		55,000
Total	$	78,344.64

All amounts are estimates other than the Commission’s registration fee. We are paying all expenses of the offering listed above.

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

The only statue, charter provision, by-law, contract, or other arrangement under which any controlling person, director or officers of the Registrant is insured or indemnified in any manner against any liability which he may incur in his capacity as such, is as follows:

New Jersey law provides that any corporation shall have the power to indemnify a corporate agent against his expenses and liabilities in connection with any proceeding involving the corporate agent if the agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation; and with respect to any criminal proceeding, such corporate agent had no reasonable cause to believe his conduct was unlawful.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

None.

36

ITEM 16. EXHIBITS.

Exhibit No.	Description
3.1	Articles of Incorporation of the Company
3.2	Bylaws of the Company
3.3	Articles of Amendment of the Company
5.1	Opinion of Vincent & Rees, L.C.
10.1	Regus HQ Office Agreement
10.2	Sales Agreement between Precision Medical Products, Inc. and the Company
10.3	Yuengling Brewing Co. of Tampa, Inc. Purchase Order
10.4	Pepperidge Farm, Inc. Purchase Order
10.5	Lloyds of London Policy
10.6	Independent Reseller Agreement between HY_SAVE and the Company
10.7	Channel Partner Agreement between EnerNOC, Inc. and the Company
10.9	Glacial Energy Agreement
10.10	eCube Independent Sales Rep Agreement
10.11	Victaulic Engineering PO
10.12	Board Member Agreement – Robert Holdsworth
10.13	Board Member Agreement – John J. Gerace, Ph.D
10.14	Board Member Agreement – Yin Hu
10.15	Board Member Agreement – Warren Fellus
10.16	Mangar Industries Invoice
10.17	Form of Company Independent Contractor Agreement
14.1	Code of Ethics
23.1	Consent from Independent Auditor

37

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”).

(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the change in volume and price represents no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registra tion Fee” table in the effective registration statement.

(iii) to include any additional or changed material information with respect to the plan of distribution.

(2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)   that, for the purpose of determining liability under the Securities Act to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any state ment that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions of its Certificate of Incorporation, By-Laws, the General Corporation Law of the State of Nevada or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer of controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

38

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in__________, on the 28 day of June, 2010.

	Energy Edge Technologies Corporation
By:	/s/ Robert Holdsworth
	Robert Holdsworth
	Chief Executive Officer and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated

June 28, 2010

/s/ Robert Holdsworth

Robert Holdsworth

President & Chief Executive Officer and Chief Financial Officer

39

EX-3.1

Exhibit 3.1

TITLE 14A:2-7 New Jersey Business Corporation Act	FILED
CERTIFICATE OF INCORPORTAION	JAN 28 2004
(For Use by Domestic Profit Corporations)	State Treasurer

THIS IS TO CERTIFY THAT, there is hereby organized a corporation under and by virtue of the above the above noted Statute, of the New Jersey Statutes.

1. Name of Corporation:	ENERGY EDGE  TECHNOLOGIES  CORPORATION
2. Registered Agent:	Corporation Service Company
3. Registered Office:	830 Bear  Tavern Road
	West  Trenton, NJ     08628

4. The purpose(s)   for which this corporation is organized is (are) to engage  in any activity within the purpose  for which corporation may be organized under N.J.S.A,   14A:1-1 et seq.

5. The aggregate number of shares which the corporation shall have the authority to issue are:1500  shares at no par value

6. Name and address  of  the director(s)

NAME	STREET ADDRESS	CITY	STATE	ZIP
Robert Holdsworth	33 Chestnut Trail	Flemington	NJ	08628

7. Name and street address of incorporator(s)

name	street address	city	state	ZIP
Denise Carek	830 Bear Tavern Road	West Trenton	NJ	08628

8. The duration of the corporation is perpetual.

IN WITNESS WHEREOF, the  individual Incorporator being over eighteen years  of age has signed this Certificate this 28th day of January, A.D. 2004.

/s/ Denise Carek

Denise Carek

Incorporator

0100919297

Energy Edge Technologies Corporation - Confidential - Proprietary

Page 71 of 102

EX-3.2

Exhibit 3.2

BY - LAWS

OF ENERGY EDGE TECHNOLOGIES CORPORATION

(a New Jersey corporation)

ARTICLE I

SHAREHOLDERS

1.       CERTIFICATES REPRESENTING SHARES.     Certificates representing shares shall set forth thereon the statements prescribed by Section 14A:7-11, and, where applicable, by Sections 14A:5-21 and 14A:12-5, of the New Jersey Business Corporation Act and by any other applicable provision of law and shall be signed by the Chairman or Vice- Chairman of the Board of Directors, if any, or by the President or a Vice-President and may be counter-signed by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer and may be sealed with the corporate seal or a facsimile thereof.   Any or all other signatures upon a certificate m ay be a facsimile.   In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of its issue.

A card which is punched, magnetically coded, or otherwise treated so as to facilitate machine or automatic processing, may be used as a share certificate if it otherwise complies with the provisions of Section 14A:7-11 of the New Jersey Business Corporation Act.

The corporation may issue a new certificate for shares in place of any certificate theretofore issued by it, alleged to have been lost or destroyed, and the Board of Directors may require the owner of any lost or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss or destruction of any such certificate or the issuance of any such new certificate.

2.       FRACTIONAL SHARE INTERESTS.    Unless otherwise provided in its certificate of incorporation, the corporation may, but shall not be obliged to, issue fractions of a share and certif icates therefore.   By action of the Board, the corporation may, in lieu of issuing fractional shares, pay cash equal to the value of such fractional share or issue scrip in registered or bearer form which shall entitle the holder to receive a certificate for a full share upon the surrender of such scrip aggregating a full share.   A certificate for a fractional share shall entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any distribution of assets of the corporation in the event of liquidation, but scrip shall not ent itle the holder to exercise such voting rights, receive dividends or participate in any such distribution of assets unless such scrip shall so provide. All scrip shall be issued subject to the condition that it shall become void if not exchanged for certificates representing full shares before a specified date.

3.       SHARE TRANSFERS.    Upon compliance with provisions restricting the transferability of shares, if any, transfers of shares of the corporation shall be made only on the share record of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and on surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes due thereon, if any.

4.      RECORD DATE FOR SHAREHOLDERS.  The Board of Directors may fix, in advance, a date as the record date for determining the shareholders with regard to any corporate action or event and, in particular, for determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof; to give a written consent to any action without a meeting; or to receive payment of any dividend or allotment of any right. Any such record date shall in no case be more than sixty days prior to the shareholders' meeting or other corporate action or event to which it relates. Any such record date for a shareholders' meeting shall not be less than ten days before the date of the meeting. Any such record date to determine shareholders entitled to give a written consent shall not be more than sixty days before the date fixed for tabulation of the consents or, if no date has been fixed for tabulation, more than sixty days before the last day on which consents received may be counted. If no such record date is fixed, the record date for a shareholders' meeting shall be the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day next preceding the day on which the meeting is held; and the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the resolution of the Board of Directors relating thereto is adopted. When a determination of shareholde rs of record for a shareholders' meeting has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date under this section for the adjourned meeting.

5.      MEANING OF CERTAIN TERMS.  As used herein in respect of the right to notice of a meeting of shareholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term "share" or "shares" or "shareholder" or "shareholders" refers to an outstanding share or shares and to a holder or holders of record of outstanding shares when the corporation is authorized to issue only one class of shares, and said reference is also intended to include any outstanding share or shares and any holder or holders of record of outstanding shares of any class upon which or upon whom the Certificate of Incorporation confers such rights where there are two or more classes or series of shares or upon which or upon whom th e New Jersey Business Corporation Act confers such rights notwithstanding that the Certificate of Incorporation may provide for more than one classor series of shares, one or more of which are limited or denied such rights thereunder.

6.      SHAREHOLDER MEETINGS.

-   TIME.   The annual meeting shall be held at the time fixed, from time to time, by the directors, provided, that the first annual meeting shall be held on a date within thirteen months after the organization of the corporation, and each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting.  If, for any reason, the directors shall fail to fix the time for an annual meeting, such meeting shall be held at noon on the first Tuesday in April. A special meeting shall be held on the date fixed by the directors.

-   PLACE.   Annual meetings and special meetings shall be held at such place, within or without the State of New Jersey, as the directors may, from time to time, fix. Whenever the directors shall fail to fix such place, the meeting shall be held at the registered office of the corporation in the State of New Jersey.

-   CALL.   Annual meetings may be called by the directors or by the President or by any officer instructed by the directors to call the meeting.   Special meetings may be called in like manner.

-   NOTICE OR ACTUAL  OR CONSTRUCTIVE  WAIVER  OF NOTICE.   Written notice of every meeting shall be given, stating the time, place, and purpose or purposes of the meeting. If any action is proposed to be taken which would, if taken, entitle shareholders to dissent and to receive payment for their shares, the notice shall include a statement of that purpose and to that effect. The notice of every meeting shall be given, personally or by mail, and, except as otherwise provided by the New Jersey Business Corporation Act, not less than ten days nor more than sixty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived before or after the taking of any action, to each shareholder at his record address or at such other address which he may have furnished by request in writing to the Secretary of the corporation. Notice by mail shall be deemed to be given when depos ited, with postage thereon prepaid, in a post office or official depository under the exclusive care and custody of the United States post office department. When a meeting is adjourned to another time or place, it shall not be necessary to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and at the adjourned meeting only such business is transacted as might have been transacted at the original meeting. However, if after the adjournment the directors fix a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder on the new record date. Notice of a meeting need not be given to any shareholder who submits a signed waiver of notice before or after the meeting. The attendance of a shareholder at a meeting without protesting prior to the conclusion of the meeting the lack of notice of such meeting shall constitute a waiver of notice by him.

-   VOTING LIST.   The officer or agent having charge of the stock transfer books for shares of the corporation shall make and certify a complete list of the shareholders entitled to vote at the shareholders' meeting or any adjournment thereof. Any such list may consist of cards arranged alphabetically or any equipment which permits the visual display of the information required by the provisions of Section 14A:5-8 of the New Jersey Business Corporation Act. Such list shall be arranged alphabetically within each class, series, if any, or group of shareholders maintained by the corporation for convenience of reference, with the address of, and the number of shares held by, each shareholder; be produced (or available by means of a visual display) at the time and place of the me eting; be subject to the inspection of any shareholder for reasonable periods during the meeting; and be prima facie evidence as to who are the shareholders entitled to examine such list or to vote at such meeting.

CONDUCT OF MEETING. Meetings of the shareholders shall be presided over by one of the following officers in the order of seniority and if present and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the shareholders. The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if nei ther the Secretary nor an Assistant Secretary is present the Chairman of the meeting shall appoint a secretary of the meeting.

-   PROXY REPRESENTATION. Every shareholder may authorize another person or persons to act for him by proxy in all matters in which a shareholder is entitled to participate, whether by waiving notice of or the lapse of the prescribed period of time before any meeting, voting or participating at a meeting, or expressing consent without a meeting, in accordance with the provisions of Section 14A:5-19 of the New Jersey Corporation Act.

INSPECTORS - APPOINTMENT. The directors, in advance of any meeting, or of the tabulation of written consents of shareholders without a meeting may, but need not, appoint one or more inspectors to act at the meeting or any adjournment thereof or to tabulate such consents and make a written report thereof. If an inspector or inspectors to act at any meeting of shareholders are not so appointed by the directors or shall fail to qualify, if appointed, the person presiding at the shareholders' meeting may, and on the request of any shareholder entitled to vote thereat, shall, make such appointment. In case any person appointed as inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding at the meeting. Each inspector appointed, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability. No person shall be elected a director in an election for which he has served as an inspector. The inspectors, if any, shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. If there are three or more inspectors, the act of a majority shall govern. On request of the person presiding at the meeting or any shareholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, question, or matter determined by them. Any report made by them shall be prima facie evidence of the facts therein stated, and such report shall be filed with the minutes of the meeting.

-   QUORUM.  Except for meetings ordered by the Superior Court to be called and held pursuant to Sections 14A:5-2 and 14A:5-3 of the New Jersey Business Corporation Act, the holders of the shares entitled to cast at least a majority of the votes at a meeting shall constitute a quorum at the meeting of shareholders for the transaction of business.

The shareholders present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Less than a quorum may adjourn.

-   VOTING.    Each share shall entitle the holder thereof to one vote.  In the election of directors, a plurality of the votes cast shall elect, and no election need be by ballot unless a shareholder demands the same before the voting begins.    Any other action shall be authorized by a majority of the votes cast except where the New Jersey Business Corporation Act prescribes a different proportion of votes.

7. SHAREHOLDER ACTION WITHOUT MEETINGS. Subject to any limitations prescribed by the provisions of Sections 14A:5-6 and 14A:5-7 of the New Jersey Business Corporation Act and upon compliance with said provisions, any action required or permitted to be taken at a meeting of shareholders by the provisions of said Act or by the Certificate of Incorporation or these By-Laws may be taken without a meeting if all of the shareholders entitled to vote thereon consent thereto in writing and (except for the annual election of directors) may also be taken without a meeting, without prior notice, and without a vote, by less than all of the shareholders who would have been entitled to cast the minimum number of votes which would be necessary to authorize any such action at a meeting at which all shareholders entitled to vote thereon were present and voting. Whenever any action is taken pursuant to the foregoing provisions, the written consents of the shareholders consenting thereto or the written report of inspectors appointed to tabulate such consents shall be filed with the minutes of proceedings of shareholders.

ARTICLE II

GOVERNING BOARD

1. FUNCTIONS, DEFINITIONS AND COMPENSATION. The business and affairs of the corporation shall be managed and conducted by or under the direction of a governing board, which is herein referred to as the "Board of Directors" or "directors" notwithstanding th at the members thereof may otherwise bear the titles of trustees, managers, or governors or any other designated title, and notwithstanding that only one director legally constitutes the Board. The word "director" or "directors" likewise herein refers to a member or to members of the governing board notwithstanding the designation of a different official title or titles. The use of the phrase "entire board" herein refers to the total number of directors which the corporation would have if there were no vacancies. The Board of Directors, by the affirmative vote of a majority of directors in office and irrespective of any personal interest of any of them, shall have authority to establish reasonable compensation of directors for services to the corporation as directors, officers, or otherwise.

2.      QUALIFICATIONS AND NUMBER.  Each director shall be at least eighteen years of age.   A director need not be a shareholder, a citizen of the United States, or a resident of the State of New Jersey.  The number of directors of the corporation shall be not less than one nor more than ten (10).   The first Board and subsequent Boards shall consist of one (1) director until changed as hereinafter provided.   The directors shall have power from time to time, in the interim between annual and special meetings of the shareholders, to increase or decrease their number within the minimum and maximum number hereinbefore prescribe d.

3.      ELECTION AND TERM.  The first Board of Directors shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified.    Thereafter, directors who are elected at an annual meeting of shareholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next succeeding annual meeting of shareholders and until their successors have been elected and qualified.   In the interim between annual meetings of shareholders or of special meetings of shareholders called for the election of directors, newly created directorships and any existing vacancies in the Board of Directors, including vacancies resulting from the removal of directors for cause or without cause, may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum exists or by the sole remaining director.   A director may resign by written notice to the corporation.   The resignation shall be effective upon receipt thereof by the corporation or at such subsequent time as shall be specified in the notice of resignation.    When one or more directors shall resign from the Board of Directors effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

4.       REMOVAL OF DIRECTORS.    One or more or all the directors of the corporation may be removed for cause or without cause by the shareholders pursuant to the provisions of Section 14A:6-6 of the New Jersey Business Corporation Act.    The Board of Directors shall have the power to remove directors for cause and to suspend directors pending a final determination that cause exists for removal.

5.      MEETINGS.

-   TIME.   Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

-   PLACE.   Meetings shall be held at such place within or without the State of New Jersey as shall be fixed by the Board.

-   CALL.   No call shall be required for regular meetings for which the time and place have been fixed.   Special meetings may be called by or at the direction of the Chairman of the Board, if any, of the President, or of a majority of the directors in office.

-   NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER.   No notice shall be required for regular meetings for which the time and place have been fixed.   Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat.   The notice of any meeting nee d not specify the business to be transacted at, or the purpose of, the meeting.   Any requirement of furnishing a notice shall be waived by any director who signs a waiver of notice before or after the meeting, or who attends the meeting without protesting, prior to the conclusion of the meeting, the lack of notice to him.  Notice of an adjourned meeting need not be given if the time and place are fixed at the meeting adjourning, and if the period of adjournment does not exceed ten days in any one adjournment.

-   QUORUM AND ACTION.   Each director shall have one vote at meetings of the Board of Directors.   The participation of directors with a majority of the votes of the entire Board shall constitute a quorum for the transaction of business.    Any action approved by a majority of the votes of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the New Jersey Business Corporation Act requires a greater proportion.    Where appropriate communication facilities are reasonably available, any or all directors shall have the right to participate in all or any part of a meeting of the Boa rd of Directors or a committee of the Board of Directors by means of conference telephone or any means of communication by which all persons participating in the meeting are able to hear each other.

-   CHAIRMAN OF THE MEETING.   The Chairman of the Board, if any and if present, shall preside at all meetings.   Otherwise, the President, if present, or any other director chosen by the Board, shall preside.

6. COMMITTEES. The Board of Directors, by resolution adopted by a majority of the entire Board of Directors, may appoint from among its members one or more directors to constitute an Executive Committee and one or more other committees, each of which, to the extent provided in the resolution appointing it, shall have and may exercise all of the authority of the Board of Directors with the exception of any authority the delegation of which is prohibited by Section 14A:6-9 of the New Jersey Business Corporation Act. Actions taken at a meeting of any such committee shall be reported to the Board of Directors at its next meeting following such committee meeting; except that, when the meeting of the Board is held within two days after the committee meeting, such report shall, if not made at the first meeting, be made to the Board at its second meeting following such committee meeting. Each director of a committee shall have one vote at meetings of that committee. The participation of directors with the majority of the votes of a committee shall constitute a quorum of that committee for the transaction of business.

Any action approved by a majority of the votes of directors of a committee present at a meeting of that committee at which a quorum is present shall be the act of the committee unless the New Jersey Business Corporation Act requires a greater proportion.

7. WRITTEN CONSENT. Any action required or permitted to be taken pursuant to authorization voted at a meeting of the Board of Directors or any committee thereof may be taken without a meeting, if, prior or subsequent to the action, all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing and such written consents are filed with the minutes of the proceedings of the Board of Directors or committee. Such consent shall have the same effect as a unanimous vote of the Board of Directors or committee for all purposes and may be stated as such in any certificate or other document filed with the Secretary of State of the State of New Jersey.

ARTICLE III

OFFICERS

The directors shall elect a President, a Secretary, and a Treasurer, and may elect a Chairman of the Board, a Vice-Chairman of the Board, one or more Vice-Presidents, Assistant Vice-Presidents, Assistant Secretaries, and Assistant Treasurers, and such other officers and agents as they shall determine. The President may but need not be a director. Any two or more offices may be held by the same person but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law to be executed, acknowledged, or verified by two or more officers.

Unless otherwise provided in the resolution of election, each officer shall hold office until the meeting of the Board of Directors following the next annual meeting of shareholders and until his successor has been elected and qualified.

Officers shall have the powers and duties defined in the resolutions appointing them.

The Board of Directors may remove any officer for cause or without cause. An officer may resign by written notice to the corporation. The resignation shall be effective upon receipt thereof by the corporation or at such subsequent time as shall be specified in the notice of resignation.

ARTICLE IV

REGISTERED OFFICE, BOOKS AND RECORDS

The address of the initial registered office of the corporation in the State of New Jersey, and the name of the initial registered agent at said address, are set forth in the original Certificate of Incorporation of the corporation.

The corporation shall keep books and records of account and minutes of the proceedings of its shareholders, Board of Directors, and the Executive Committee and other committee or committees, if any. Such books, records and minutes may be kept within or outside the State of New Jersey. The corporation shall keep at its principal office, its registered office, or at the office of its transfer agent, a record or records containing the names and addresses of all shareholders, the number, class, and series of shares held by each and the dates when they respectively became the owners of record thereof. Any of the foregoing books, minutes, or records may be in written form or in any other form capable of being converted into readable form within a reasonable time.

ARTICLE V

CORPORATE SEAL

The corporate seal shall be in such form as the Board of Directors shall prescribe.

ARTICLE VI

FISCAL YEAR

The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.

ARTICLE VII

CONTROL OVER BY-LAWS

On and after the date upon which the first Board of Directors shall have adopted the initial corporate By-Laws, which shall be deemed to have been adopted by the shareholders for the purposes of the New Jersey Business Corporation Act, the power to make, alter, and repeal the By-Laws of the corporation may be exercised by the directors or the shareholders; provided, that any By-Laws made by the Board of Directors may be altered or repealed, and new By-Laws made, by the shareholders.

I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of the By-Laws of ENERGY EDGE TECHNOLOGIES CORPORATION, a New Jersey corporation, as in effect on the date hereof.

WITNESS my hand and the seal of the corporation.

Dated: January 28, 2004

NJ BC D-:BYLAWS 03/01-9 (#1446)

Secretary of ENERGY EDGE TECHNOLOGIES CORPORATION

(SEAL)

-ooOOoo—

NJ BC D-:BYLAWS 03/01-10 (#1446)

EX-3.3

Exhibit 3.3

Fax:                                Mar 26 2010 03:59pm   P001/002

DEPARTMENT OF TREASURY

Division of Revenue

Business Support Services, Commercial Recording

P.O. Box 308

Trenton, NJ 08646

Session Number: 2274738

Acknowledgement Printed; 03/26/2010

SHIP TO:	ROBERT E HOLDSWORTH
	ENERGY EDGE TECHNOLOGIES CORP 33 CHESTNUT TRAIL
	FLEMINGTON, NJ 08822

Thank you for your recent work request. The following information summarizes all work requests processed and the associated fees.

If your work was rejected, it is imperative that you include this form or a copy when resubmitting corrected documents or if you are requesting a refund. This will assist us in verifying payment and the original date the work request was submitted. Call us at (609) 292-9292 if you have any questions regarding this notice.

1.	Customer Number:   687557
2.	Account Number:
3.	Session Number:      227473B    ,   Session Date:       03/26/2010
4.	User ID: 78
5.	Comments On Work Request:
6.	Received Date:         03/26/2010
7.	Number of Rejected Jobs: 0

Method of Payment: Credit Card

Job 1 :                                                      Job Completion Status: C   CLOSED (JOB OR SESSION)

Session Number: 2274738

Work Description:  FORMDT   CERTIFICATION OF AMENDMENT AND FORMATION

Job Number:   4126681

Filing Number:   100919297

Processed Date:   26-MAR-10

Entity Name:   ENERGY EDGE TECHNOLOGIES CORPO

Comments On Job:

FEE CODE	FEE DESCRIPTION	FEE	QTY	TOTAL
AMENDB	AMENDMENT LLC AND LLP FAX COPY	100.00	1	$100.00
CPCHRG	TRANSMITTAL CHARGES EXPEDITED	1.00	2	$2.00
LLPEX2	INCREMENT- LLC/LLP	25.00	1	$25.00
			JOB TOTAL:	$127.00
			COMPLETED JOB TOTAL	$127.00

OFFICIAL RECEIPT    *** THIS IS NOT A BILL***

* Please retain a copy for your records to verify check and credit card billing.                                                                                                                                &# 160;           

REG-C-EA	STATE OF NEW JERSEY	Mail to: PO Box 308
(08-05)	DIVISION OF REVENUE	Trenton, NJ 08646
	BUSINESS ENTITY AMENDMENT FILING
		fee required

Complete the following information and sign in the space provided. Please note that once filed, the information on this page is considered public. Refer to the instructions for delivery/return options, filing fees and field-by-field requirements.  Remember to remit the appropriate fee amount for this filing. Use attachments if more space is required for any field, or if you wish to add articles for the public record.

A.     Business Name:   Energy Edge Technologies Corporation   FILED MAR 26 2010 STATE TREASURER

 Business Entity NJ 10-digit ID number:    0     1   0   0   9   1  9   2   9   7      

B.     Statutory Authority for Amendment:   14A:9-2(4) & 14A:9-4(3)(See Instructions for List of Statutory Authorities)

C.     ARTICLE   5OF THE CERTIFICATE of the above referenced business is amended to read as follows. (If more space is

necessary, use attachment)

The aggregate number of shares which the corporation shall have the authority to issue are: 100,000,000 shares at a par value of 0.00001 per share.

D.     Other Provisions: (Optional)                                                                

E.     Date Amendment was Adopted:        3/26/10             

F. CERTIFICATION OF CONSENT/VOTING: (If required by one of the following laws cited, certify consent/voting)

N.J.S.A. 14A:9-1 et seq. or N.J.S.A I5A:9-1 et seq. Profit and Non-Profit Corps. Amendment by the Incorporators

[ ]    Amendment was adopted by unanimous consent of the Incorporators.

N.J.S.A 14A:9-2(4) and 14A:9-4(3), Profit Corps. Amendment by the Shareholders

[x]    Amendment was adopted by the Directors and thereafter adopted by the shareholders.

Number of shares outstanding at the time the amendment was adopted 1,500    , and total number of shares entitled to vote thereon 1,500 If applicable, list the designation and number of each class/series of shares entitled to vote:

List votes for and against amendment, and if applicable, show the vote by designation and number of each class/series of shares entitled to vote:

Number of Shares Voting for Amendment	Number of Shares Voting Against Amendment
1,500	0

** If the amendment provides tor the exchange, reclassification, or cancellation of issued shares, attach a statement indicating the manner in which same shall be effected.

N.J.S.A. 15A:9-4, Non-profit Corps., Amendment by Members or Trustees

The corporation has [ ]   does not have [ ]  members.

If the corporation has members, indicate the number entitled to vote _________ , and how voting was accomplished:

[ ] At a meeting of the corporation. Indicate the number VOTING FOR_____and VOTING AGAINST_____.  If any class(es) of members may vote as a class, set forth the number of members in each class, the votes for and against by class, and the number present at the meeting:

Class Number of Members Voting for Amendment Voting Against Amendment

[ ] Adoption was by unanimous written consent without a meeting.

If the corporation does not have members, indicate the total number of Trustees ______________, and how voting was accomplished:

[ ] At a meeting of the corporation. The number of Trustees VOTING FOR _______and VOTING AGAINST_______.

[ ] Adoption was by unanimous written consent without a meeting.

G.     AGENT/OFFICE CHANGE

New Registered Agent:_______________________________________________________                                                                                                                                                              

Registered Office: ( Must be a NJ street address)

Street City                                & #160;   Zip 

The above-signed certifies that the business entity has complied with all applicable NJ statutory filing requirements

EX-5.1

Exhibit 5.1

June 25, 2010

To: Board of Directors, Energy Edge Technologies Corporation

Re: Form S-1 (the "Registration Statement")

Gentlemen:

We have acted as your counsel in connection with the registration of 42,825,000 issued and outstanding shares of common stock of Energy Edge Technologies Corporation (“Energy Edge”) held by certain selling stockholders, $0.10 par value (the "Company Shares"), and an additional 10,000,000 shares to be registered as part of the Offering of Energy Edge, $0.10 par value (the “Offering Shares”), in each case on the terms and conditions set forth in the Registration Statement (collectively, the “Shares”).

In that connection, we have examined original copies, certified or otherwise identified to our satisfaction, of such documents and corporate records, and have examined such laws or regulations, as we have deemed necessary or appropriate for the purposes of the opinions hereinafter set forth.

Based on the foregoing, we are of the opinion that:

1. Energy Edge is a corporation duly organized and validly existing under the laws of the State of New Jersey.

2. The Shares covered by the Registration Statement to be sold pursuant to the terms of the Registration Statement have been duly authorized and, upon the sale thereof in accordance with the terms and conditions of the Registration Statement will be validly issued, fully paid and non-assessable.

We hereby consent to be named in the Prospectus forming Part I of the aforesaid Registration Statement under the caption, "Legal Proceedings" and the filing of this opinion as an Exhibit to the Registration Statement.

Sincerely,

/s/ Vincent & Rees, L.C.

------------------------

Vincent & Rees, L.C.

EX-10.1

Exhibit 10.1

Page 1 of 2

Online Virtual Office Agreement

Agreement Date : Thursday, December 10, 2009        Confirmation No : 8192-182435

Business Center Details

NJ, Bridgewater - Bridgewater (HQ)

Address 1200 Route 22 East Bridgewater New Jersey 08807 United States of America

Sales Manager	Reginald Jefferson
Client Details
Company Name	Energy Edge Technologies Corp.
Contact Name	Robert Holdsworth
Address
	United States of America
Phone	+ (908)5001643
Email	rholdsworth@energyet.com

Virtual Office Payment Details   (exc. tax and exc. services)

Virtual Office Type :   Mailbox Plus

Total per month (USD) :	$	69.00
Initial Payment:
First month's fee :	$	40.06
One Time Registration Fee :	$	49.00
Service Retainer:	$	0.00
Total Initial Payment:	$	89.06

https://www.regus.com/ServiceAgreement/ServiceAgreement.aspx?id=LT7LW%2b2dhp...    12/14/2009

Page 2 of 2

Monthly Payment:
Total Monthly Payment thereafter:	$	69.00

Length of Agreement :

Start DateMonday, December 14, 2009 February 3, 2010    End Date   Friday, December 31, 2010  January 31, 2011

All agreements end on the last calendar day of the month.

Terms and Conditions

We are HQ Global Workplaces, LLC [Regus], please click the link below for terms and conditions.

þ  I accept the terms and conditions

Confirm by typing your name in the box below

Name :     Robert Holdsworth     on behalf of Energy Edge Technologies Corp.

Signed on Thursday, December

I confirm these details are correct to the best of my knowledge

https:/ywww.regus.com/ServiceAgreement/ServiceAgreement.aspx?id=LT7LW%2b2dhp...    12/14/2009

1. Product Definition	4. Use
1.1 Mailbox Plus: Entitles the Client to receive mail at the Regus Center specified in this Agreement ("designated Center"). The Client may use the address of the designated Center for business correspondence subject to exception in certain locations. The Client is not permitted to use the address of the designated Center as their registered office address unless permitted by law [and by Regus] and (if relevant) by local compliance rules. 1.2 Telephone Answering: Entitles the Client to a local telephone number determined by Regus in the designated Center, personalized call answering service during normal business hours, and after business hours and weekend voicemail access. 1.3 Virtual Office and Virtual Office Plus: Includes all services detailed in sections 1.1 and 1.2. In addition the Client is entitled to receive faxes at the designated Center. Due to postal requirements, in the United States only, the Virtual Office product provides 2 days of private office usage per month at the designated Center. Globally, the Virtual Office Plus product provides 5 days of private office usage per month at the designated Center, subject to availability. 2. This Agreement 2.1 Comply with House Rules: The Client must comply with any House Rules which Regus impose generally on users of the designated Center. Such rules are developed and/or imposed to protect Client's use of the designated Center for work. The House Rules vary from country to country and from Center to Center and these can be requested locally. 2.2 Duration: This Agreement lasts for the period stated in it and then will be extended automatically for successive periods equal to the current term but no less than 3 months (unless legal renewal term limits apply) until brought to an end by the Client or by Regus. All periods shall run to the last day of the month in which they would otherwise expire. The fees on any renewal will be at the then prevailing market rate. 2.3 Bringing this Agreement to an end: Either Regus or the Client can terminate this Agreement at the end date stated in it, or at the end of any extension or renewal period, by giving at least three months written notice to the other. However, if this Agreement, extension or renewal is for three months or less and either Regus or the Client wishes to terminate it, the notice period is two months or (if shorter) one week less than the period stated in this Agreement. 2.4. Ending this Agreement immediately: To the maximum extent permitted by applicable law, Regus may put an end to this Agreement immediately by giving the Client notice and without need to follow any additional procedure if (a) the Client becomes insolvent, bankrupt, goes into liquidation or becomes unable to pay its debts as they fall due, or (b) the Client is in breach of one of its obligations which cannot be put right, or (c) its conduct, or that of someone at the Center with its permission or invitation, is incompatible with ordinary office use which shall be determined at Regus' sole discretion. If Regus puts an end to this Agreement for any of these reasons it does not put an end to any outstanding obligations, including the payment of any additional services used as well as the monthly fee for the remainder of the period for which this Agreement would have lasted if Regus had not ended it. 2.5 If the Center is no longer available: In the event that Regus is no longer able to provide the services at the designated Center stated in this Agreement then this agreement will end and the Client will only have to pay monthly fees up to the date it ends and for the additional services the Client has used. Regus will try to find suitable alternative for the Client at another designated Center. 2.6 Employees: While this Agreement is in force and for a period of six months after it ends, neither Regus nor the Client may knowingly solicit or offer employment to any of the other's staff employed in the designated Center. This obligation applies to any employee employed at the designated Center up to that employee's termination of employment, and for three months thereafter. It is stipulated that the breaching party shall pay the non-breaching party the equivalent of one year's salary for any employee concerned. Nothing in this clause shall prevent either Regus or the Client from employing an individual who responds in good faith and independently to an advertisement which is made tothe public at large. 2.7 Client Representation of Regus Employees: Throughout the duration of this agreement, Client agrees that neither Client, nor any of Client's partners, members, officers or employees will represent, or otherwise provide legal counsel to, any of Regus' current or former employees in any dispute with, or legal proceeding against, Regus, or any of Regus' affiliates, members, officers or employees. 2.8 Notices: All formal notices must be in writing to the address first written on the front page of the Agreement. It is the Client's responsibility to keep their address of record up to date with the designated Center at all times. 2.9 Confidentiality: The terms of this Agreement are confidential. Neither Regus nor the Client may disclose them without the other's consent unless required to do so by law or an official authority. This obligation continues after this Agreement ends. 2.10 Applicable Law: This Agreement is interpreted and enforced in accordance with the law of the place where the designated Center is located. Regus and the Client both accept the exclusive jurisdiction of the courts of such jurisdiction. If any provision of these terms and conditions is held void or unenforceable under the applicable law, the other provisions shall remain in force. In the case of Japan ail agreemen ts will be interpreted and enforced by the Tokyo District Court. 2.11 Enforcing this Agreement: The Client must pay any reasonable and proper costs including legal fees that Regus incurs in enforcing this Agreement. 3. Compliance 3.1 Compliance with the law: The Client must comply with ail relevant laws and regulations in the conduct of its business. The Client must do nothing illegal in connection with its use of the Business Center. The Client must not do anything that may interfere with the use of the Center by Regus or by others, cause any nuisance or annoyance, increase the insurance premiums Regus has to pay, or cause loss or damage to Regus (including damage to reputation) or to the owner of any interest in the building which contains the Center the Client is using. The Client acknowledges that (a) the terms of the foregoing sentence are a material inducement in Regus' execution of this agreement and (b) a ny violation by the Client of the foregoing sentence shall constitute a material default by the Client hereunder, entitling Regus to terminate this agreement, without further notice or procedure. 3.2 Data protection: The Client's personal data may be transferred outside the European Union where Regus has a Center for the purposes of providing the services herein. Regus has adopted internal rules to ensure data protection in accordance with European regulations.	4.1 The Client must not carry on a business that competes with Regus' businessof providing serviced office accommodations and virtual offices. 4.2 The Client's name and address: The Client may only carry on that business in its name or some other name that Regus previously agrees. 4.3 Use of the Center Address: The Client may use the designated Center address as its business address. Any other uses are prohibited without Regus' prior written consent. 5. Regus' Liability To the maximum extent permitted by applicable law, Regus will not be liable for any loss sustained as a result of Regus' failure to provide a service as a result of any mechanical breakdown, strike, or termination of Regus' interest in the building containing the Center.. THE CLIENT EXPRESSLY AND SPECIFICALLY AGREES TO WAIVE, AND AGREES NOT TO MAKE, ANY CLAIM FOR DAMAGES, DIRECT, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL, INCLUDING, BUT NOT LIMITED TO, LOST BUSINESS, REVENUE, PROFITS OR DATA, FOR ANY REASON WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY FAILURE TO FURNISH ANY SERVICE PROVIDED HEREUNDER, ANY ERROR OR OMISSION WITH RESPECT THERETO, FROM FAILURE OF ANY AND ALL COURIER SERVICE TO DELIVER ON TIME OR OTHERWISE DELIVER ANY ITEMS (MAIL, PACKAGE S, ETC.) OR ANY INTERRUPTION OF SERVICES. 6. Fees 6.1 Taxes and duty charges: The Client agrees to pay promptly (i) all sales, use, excise and any other taxes and license fees which the Client is required to pay to any governmental authority (and, at Regus' request, will provide to Regus evidence of such payment) and (ii) any taxes paid by Regus to any governmental authority that are attributable to the accommodation, where applicable, including, without limitation, any gross receipts, rent and occupancy taxes, tangible personal property taxes, stamp tax or other documentary taxes and fees. 6.2 Service Retainer/Deposit: The Client will be required to pay a service retainer/deposit equivalent to two months of the monthly fee upon entering into this Agreement. This will be held by Regus without generating interest as security for performance of all the Client's obligations under this Agreement. The service retainer/deposit, or any balance after deducting outstanding fees, and other costs due to Regus, will be returned to the Client after the Client has settled their account with Regus and funds have cleared. Regus may require the Client to pay an increased retainer/deposit if outstanding fees exceed the service retainer/deposit held and/or the Client frequently fail to pay Regus' fees when due. 6.3 Registration Fee: The Client will be charged a one-time registration fee. This fee is listed in the House Rules. 6.4 Late payment: If the Client does not pay fees when due, a fee will be charged on all overdue balances. This fee will differ by country and is listed in the House Rules. If the Client disputes any part of an invoice the Client must pay the amount not in dispute by the due date or be subject to late fees. Regus also reserves the right to withhold services (including for the avoidance of doubt, denying the Client access to its accommodation, where applicable) while there are any outstanding fees and/or interest or the Client is in breach of this Agreement. 6.5 Insufficient Funds: The Client will pay a fee for any returned check or any other declined payments due to insufficient funds. This fee will differ by country and is listed in the House Rules. 6.6 Regus will increase the monthly virtual office fee each and every anniversary of the start date of this agreement by a percentage amount equal to the increase in the All Items Retail Prices Index, or such other broadly equivalent index which Regus substitutes provided that if the foregoing increase is not permitted by applicable law, then the monthly virtual office fee shall be increased as specified in the House Rules. This will only apply to agreements that have an original start and end date constituting more than a 12 month term. Renewals will be renewed as per clause 2.2 above and only those renewals with a start and end date constituting a term of over 12 months will have the same increase applied. 6.7 Standard services: The monthly fee and any recurring services requested by the Client are payable monthly in advance. Unless otherwise agreed in writing, these recurring services will be provided by Regus at the specified rates for the duration of this Agreement (including any renewal). Specific due dates will differ by country and are listed in the House Rules. Where a daily rate applie s, the charge for any such month will be 30 times the daily fee. For a period of less than a month the fee will be applied on a daily basis. 6.8 Pay-as-you-use and Additional Variable Services: Fees for pay-as-you-use services, plus applicable taxes, in accordance with Regus' published rates which may change from time to time, are invoiced in arrears and payable the month following the calendar month in which the additional services were provided. Specific due dates will differ by country and are listed in the House Rules.
	Terms and Conditions - August 2009 - Iveber

EX-10.2

Exhibit 10.2

Energy Audit and Proposal for Precision Medical Products, Inc.

Sales Agreement

Purchaser: Precision Medical Products, Inc.

Facility Address: 44 Denver Road

City: Denver                                       State   PA                               Zip:  17517

Energy Edge Technologies (hereafter referred to as the Company) agrees to furnish and install, to the above named Purchaser, a multi-product energy conservation system and all associated hardware as designed and submitted to Purchaser in the Company proposal   An Insured Savings Guarantee certificate will be issued upon completion

Capital Purchase Payment Terms

Total Purchase Price	50% at Signing	25% at Installation	25% Upon Completion	Sales Tax
$90,282	$45,141	$22.570	$22,571	$0

OR

Lease Payment	Term	Sales Tax
$2,031	60 Months	Included

Remarks:

Installation work to be done at:   address above                                                                                      

Annual Maintenance Contract:

An annual maintenance contract is available at the end of the Return of Investment (ROI) period; which is 35 months. The Company will inspect all equipment on an annual basis and replace or repair any equipment as needed. The cost of the service contract is $4,514 paid annually at the start of each contract year.   Alternatively, the Company offers to waive the service contract fee and offers a lifetime warranty on all equipment provided Purchaser agrees to act as a written and verbal reference for the Company (provided the guaranteed savings are realized).

Purchaser accepts__________or rejects____X______the maintenance contract at an annual fee of $ 4,514

Purchaser accepts _____X___or rejects___________to be a reference for the Company and receive a lifetime warranty at no cost to the Purchaser.

Guarantee of Savings

The Purchaser is guaranteed the following savings in average monthly kWh consumption and average monthly utility cost:

Average Monthly Bill	$	29,250
Guaranteed Savings		8.82	%
Average Amount Saved Monthly	$	2,580
Project Cost Before EPAct 2005 Tax Deduction	$	90,282
Payback Before EPAct 2005 Tax Deduction	35 Months
Project Cost After EPAct 2005 Tax Deduction	$	77,510
Payback After EPAct 2005 Tax Deduction	30 Months

Energy Audit and Proposal for Precision Medical Products, Inc.

Verification

The Company will coordinate with the Purchaser to verify savings utilizing the methods stipulated by the International Performance Measurement and Verification Protocol, Option C. The standards may be reviewed at www.ipmvp orq,

Verification Method	Verification Period
Electrical Meter readings at each treated load before and after installation or project to verify installation and operation	At Installation
Comparison of electrical costs and consumption to baseline for savings verification	Quarterly after installation for 35 months

The variables Known to affect the electric bills and therefore to be used for verification purposes are stated as discussed by both parties. These variables include but are not necessarily limited to the following:

•      Hours of operation

•      Temperature

•      Production Levels

In the event of an apparent savings shortfall, the Purchaser will allow Company representatives access to the facility, and will cooperate with the Company by providing all pertinent data required to find the cause of such discrepancies. This may include, but is not limited to, current and baseline production records, employee work hours, hours of operation, equipment added but not covered in the original survey or treatment installation, comparison of NOAA degree days (both current and through the baseline period), and any other variables that may be deemed to affect electrical usage. Use of this data will only be used to determine if the perceived shortfall is from the installed equipment not fulfilling the guaranteed performance: or from other factors outside the scope of the written guarantee.

Three Year Limited Warranty

All equipment comprising the system are warranted by the manufacturers against defects in materials or workmanship for at least three (3) years from date of purchase of the product from the company. The warranty covers all product costs associated with the replacement or repair of defective equipment.   With the exception of light bulbs and ballasts, the Company extends the manufacturers warranties to include labor during this three (3) year period and also extends this warranty for the length of the ROI period if longer than the three (3) year manufacturer warranty.

EX-10.3

Exhibit 10.3

YUENGLING BREWING CO. OF TAMPA, INC.

11111 North 30th Street

Tampa, Florida 33612

Telephone: 813-972-8500 Fax: 813-972-8583

Purchase Order Date: 12/21/09 P.O.# 15748

Order From:	Ship To:
Energy Edge Technologies Corp.	YUENGLING BREWING CO. OF TAMPA
33 Chestnut Trail	11111 North 30th Street
Flemington, New Jersey 08822	Tampa, FL 33612
Attn: Bill Poulos

Phone: 888-729-5722 Fax: 866-302-2255 Att: Santo Lazzara

[ ] Shipping Point-Frt. Paid by Buyer	Date Wanted:	Ship Via [ ] Prepaid   [ ] Collect
[ ] Dest-Frt. Paid by Seller
[ ] Other-See Below	Sales Tax	Terms: Net 30 Days
	[ ] Yes   [ ] No    Cert. No.

Item :	Qty	Description	Price	Unit	Total
1	1	Provide all engineering, project management,	$405,700.00	Lot	$405,700.00
		Procurement and installation as a “turnkey project”
		To reduce and improve the electrical usage for the
		Yuengling Brewery in Tampa by a range of of accepted
		Electrical engineering and contracting practices:
		i.e.; electrical sine wave modification, power factor
		correction capacitance, voltage regulation, polarized
		molecular bonding oil supplement, harmonics filtering,
		HVAC/R controls and lighting retrofits.
		Refer to attachd Edcutive Summary for details of
		Project and payment schedule.

Acct. No.	For Use By:	Estimated Cost	$405,700.00
Proj. No.	Energy Reduction Project – Plant Wide
Remarks

Proposal based on engineering study and project analysis; Refer to ATTACHED Sales Agreement for details.

Requester’s Name	Date	Reason For Vendor Selection
Santo Lazzara	12/21/09
		[ ] Low Bid   [ ] Sole Source   [ ] Delivery   [ ] Other
Approval Signatures		Bid Summary / Comments:
Santo Lazzara /s/ Santo Lazzara	12/21/09
/s/ James S. Helmke
For Accounting Use Only

Date	INV. No.	AMOUNT
Please Make Copies:  Requester (1)  Receiving / Payables (1)  Accounting (1)

12/21/2009 po15748 Energy Edge_Energy Savings Project_12_21_09.xls

Energy Edge Technologies Corp. 33 Chestnut Trail Flemington, New Jersey 08822   Phone: (888) 729-5722 Fax: (866) 302-2255 www.EnergyET.com

Sales Agreement

Purchaser:  Yuengling Brewing Co.
Facility Address:  11111 30th Street North
City: Tampa	State: FL	Zip: 33612

Savings Guaranteed

Energy Edge Technologies (hereafter referred to as the Company) agrees to furnish and install, to the above named Purchaser, a multi-product energy conservation system and all associated hardware as designed and submitted to Purchaser in the Company proposal.  An Insured Savings Guarantee certificate will be issued upon completion.

Capital Purchase Payment Terms

Total Purchase Price	50% at Signing	25% at Installation	25% Upon Completion	Sales Tax
$405,700	$202,850	$101,425	$101,425	$8,042.39

Remarks:

Installation work to be done at:  address above

Annual Maintenance Contract:

An annual maintenance contract is available at the end of the Return of Investment (ROI) period; which is 24.6 months (18 months after rebate & tax benefit).  The Company will inspect all equipment on an annual basis and replace or repair any equipment as needed.  The cost of the service contract is $20,285 paid annually at the start of each contract year.  Alternatively, the Company offers to waive the service contract fee and offers a lifetime warranty on all equipment provided Purchaser agrees to act as a written and verbal reference for the Company (provided the guaranteed savings are realized).

/s/SL

Purchaser accepts _____ or rejects __X__ the maintenance contract at an annual fee of $20,285.

/s/SL

Purchaser accepts __X__ or rejects _____ to be a reference for the Company and receive a lifetime warranty at no cost to the Purchaser.

Verfication

The Company will coordinate with the Purchaser to verify savings utilizing the methods stipulated by the International Performance Measurement Protocols Option C.  The standards may be reviewed at www.ipmvp.org.

Verification Method	Verification Period
Electrical Meter readings at each treated load before and after installation or project to verify installation and operation.	At Installation
Comparison of electrical costs and consumption to baseline for savings verification.	Quarterly after installation for 25 months.

The variables known to affect the electric bills and therefore to be used for verification purposes are stated as discussed by both parties.  These variables include but are not necessarily limited to the following:

● Hours of operation

● Temperature

● Production Levels

In the event of an apparent savings shortfall, the Purchaser will allow Company representatives access to the facility, and will cooperate with the Company by providing all pertinent data required to find the cause of such discrepancies.  This may include, but is not limited to, current and baseline production records, employee work hours, hours of operation, equipment added but not covered in the original survey or treatment installation, comparison of NOAA degree days (both current and through the baseline period), and any other variables that may be deemed to affect electrical usage.  Use of this data will only be used to determine if the perceived shortfall is from the installed equipment not fulfilling the guaranteed performance; or from other factors outside the scope of the written guarantee.

Three Year Limited Warranty

All equipment comprising the system are warranted by the manufacturers against defects in materials or workmanship for at least three (3) years from date of purchase of the product from the company.  The warranty covers all product costs associated with the replacement or repair of defective equipment.  The Company extends the manufacturers warranties to include labor during this three (3) year period and also extends this warranty for the length of the ROI period if longer than the three (3) year manufacturer warranty.

Signatures

Purchaser: /s/ Santo Lazzara	Title: Yuengling Brewing Co. Plant Engineering Mgr.
Printed Name: Santo Lazzara	Date: 12/21/09
Company: ___________________________________________	Title:_______________________________________
Printed Name:________________________________________	Date:______________________________________

Energy Cost Reduction Project Summary 9-22-09

Executive Summary – Whole Facility Approach

● Project Analysis – Guaranteed Survey Results (Includes Lighting Retrofit)

Average Monthly Bill	$125,036.27
Guaranteed Savings	13.18%
Average Amount Saved Monthly	$16,479.78
Annual Save	$197,757.36
20 Year Save	$3,955,147.29
TECO Rebate	$10,500.00
EPAct 2005 Net Tax Benefit	$91,200.00
Project Cost After EPAct and Rebate	$304,000.00 (PO amount $405,700)
Payback 18 months
ROI based on payback 67%

● The project cost represents a turnkey project for which Energy Edge takes responsibility for engineering, equipment purchase, installation, waste removal, rebate paperwork, EPAct 2005 certification, baseline measurements and on-going savings verification.  Installation willb e managed around the operation of the facility such that there will be no impact on production.

● Cost Avoidance – This project will increase the plant’s electrical capacity by an average of 12% and will allow Yuengling to avoid up to $800,000 in new costs for adding new transformers, substations, disconnects, etc.

● Consumption Breakdown -	Load	Cost	Savings
Lighting	3.18%	5.74%	3.80%
Air Conditioning	0.67%	0.76%	0.14%
Refrigeration	29.98%	33.25%	5.27%
Resistive	1.72%	0.80%	- %
Equipment	64.45%	59.45%	3.96%
Total	100.0%	100.0%	13.17%

● Savings Guarantee – The above stated savings of 13.17% or $197,757.36 annually is eligible to be uninsured by Energy Protection Assurance Corporation underwritten by Lloyds of London.  With this insurance, the price of which is currently included in the project cost, you are guaranteed a minimum savings of $405,700 over 24.6 months.

● Environmental Benefits – Based on the annual energy savings of 1,807,655 kWh, Yuengling will be saving every year:

● 2,819,941 pounds of carbon dioxide

● 1,048 barrels of oil

● 796 tons of coal

● 21,267 pounds of sulfur dioxide

Executive Summary (Cont’d)

● Additional benefits not included in the guaranteed savings:

Extended bulb and ballast life

Lower maintenance costs related to lighting

Extra capacity in current electrical distribution system

Lower refrigeration and A/C costs (lower wattage lighting contributes less hear)

Reduced harmonics

Cooler panels, wiring and circuit breakers

Reduced downtime (equipment and production)

Reduced maintenance costs due to cooler running equipment

Whole Facility approach vs. Lighting Retrofit only

There are several differences between the projects, some of them being:

- The savings for the entire project as proposed is 13.17% ($197,757 annually) off of your electric bills, for the Lighting retro fit it is 3.8% ($57,016 annually).

- The entire project as proposed = 18 month payback.  The lighting retrofit only = 20 month payback.

- The entire project as proposed = 67% ROI.  The lighting retrofit only = 58% ROI.

- The savings, project cost, payback, ROI, etc for the entire project as proposed are guaranteed and backed by a surety bond underwritten by Lloyds of London.  The numbers for the Lighting retrofit only are not backed by a surety bond.

EX-10.4

Exhibit 10.4

Pepperidge Farm, Inc.

Page 1 of 4

12/23/2009 11:30:44

version 2

Purchase Order

Billing Address	Information
PEPPERIDGE FARM, INCORPORATED	Document Number	4500684314
ATTN: ACCOUNTS PAYABLE	Document Date	DEC-23-2009
PO BOX 95008	Vendor No.	146443
CAMDEN NJ	Buyer	Judy Smith
	Buyer Phone	1.435.750.8452
Vendor Address	Fax	1.435.750.8459
ENERGY EDGE TECHNOLOGIES CORP	Email	judy_smith@pepperidgefarm.com
8716 BAY CREST LN TAMPA FL  33615
USA	Currency	USD
	Payment Terms	Z001
Shipping Address	Description	Net Cash - Default Term
Richmond Plant	Inco Terms	002
Pepperidge Farm Inc.	Description	FOB DEST FRT PREPAID ADD
901 N. 200 W RICHMOND UT  84333 USA	Inco Terms (Part 2)

Item No  Material/Descript                                                 Quantity   UM   Delivery Date/Time                                                                          ;      Net Price                  Per               Net Amount
. CONFIRMATION - DO NOT DUPLICATE . Phone Order 12-23-09 Bill Poulos Quote #21343 dated 12-15-2009 . ATTENTION:  Engineering Requested by:  Layne Barthlome Delivery:   Stock/Warehouse/UPS Ground . 10                                                     9.00   EA                                                          FEB-01-2010/00:00:00349.011 224W 6-Lamp Gasketed T8 Fixture Vendor Material No.: 224W 6-LAMP GASKETED T8 FIXTURE 224W 6-Lamp Gasketed T8 Fixture w/ Hanger . INCLUDES: 6 each/Fixture, Total of 54 Shatter Protected F32T8 High Vision Lamps . 1 each/Fixture, Total of 9 Female Twist Lock Cord w/ Hanger Hook . Net Value Total Amount	3,141.09
	3,141.09
	$ 3,141.09

-1-

Pepperidge Farm, Inc.

Page 2 of 4

12/23/2009 11:30:44

Purchase Order

4500684314

NOTE: SUBJECT TO, AND ACCEPTANCE LIMITED TO, THE STANDARD TERMS AND CONDITIONS ATTACHED HERETO AND OTHER CONDITIONS OF SALE APPLICABLE TO THIS TRANSACTION

ACCEPTANCE OF THIS PURCHASE ORDER CONSTITUTES AGREEMENT TO THE FOLLOWING CONDITONS

1. Within one day after shipping each lot of material hereunder, Seller must transmit an invoice bearing this Purchase Order number, Seller's taxpayer identification number (or SSN if an individual) and a bill of lading, if applicable.  Failure to do so will result in the return of the unpaid invoice to Seller for clarification. Materials received, without invoices are held at Seller's risk and expense. All invoices, packages, and/or correspondence submitted must indicate the P.O. number, name of Company, Marketing Activity Authorization (MAA) number (if applicable) and invoice number as indicated on the P.O. For ingredients and packaging materials, all containers shall be properly labeled with Buyer's internal raw materials number. No Saturday, Sunday or holiday deliveries are permitted unless specified.

2.  Material safety sheets (MSDS) must be provided by Seller upon initial delivery, with any future delivery where product composition changes, and upon any MSDS update or revision. Glass or cadmium in any form is not acceptable.

3.  Seller guarantees that all materials supplied are the best of the grade specified and will conform to the description, quality, performance and Buyer's current specifications stated or, if not stated, to standard commercial specifications in the respective industry. For sales in the USA, Seller guarantees that all food materials and drug materials will comply with all applicable federal and state pure food laws, will not be adulterated or misbranded within the meaning of the U.S. Food, Drug and Cosmetic Act as amended (the "Act"), will not be articles which may not under the provisions of Section 404 of the Act be introduced into interstate commerce and will be free from organisms or chemicals which would make the materials unsuitable for processing. For sales in Canada, Seller guarantees that all food materials and drug materials will comply with all applicable Canadian an d Provincial pure food laws and regulations, including, without limitation, the Canadian Meat Inspection Act and the Canadian Food and Drug Act and will be free from organisms or chemicals which would make the materials unsuitable for processing.  In the USA and Canada, all equipment shall conform to local, state or provincial, and federal laws and ordinances, as applicable.

4. Seller guarantees that all materials supplied hereunder will be free of any and all liens and encumbrances of any kind and Seller specifically waives any and all liens and/or security interests in any of the materials which it might otherwise acquire by operation of law, by judicial process, by judgment or otherwise.

5. Seller guarantees that all articles covered by this Purchase Order, whether or not Buyer furnishes specifications, shall be delivered free of the rightful claim of any person by way of infringement or the like; and Seller agrees to defend and indemnify Buyer and save Buyer harmless from any and all liability, loss, damage and expense arising from any infringement or alleged infringement of any patent, trademark, copy right, trade secret or other right, by reason of the purchase, lease, use or resale by us of any or all of the articles covered by this Purchase Order.

6. Seller guarantees that all services to be performed hereunder shall be (i) performed in a good and workmanlike manner and in accordance with sound generally accepted practices, (ii) be performed in compliance with all governmental laws and regulations and (iii) involve no unreasonable risk of injury or damage. In addition, Seller warrants that it will conform to the standards set forth in Campbell's Supply Base Requirements and Expectations Manual which is found on the website:http//www.Campbellsoup.com at About Us, Supplier Requirements.

7. For USA sales, Seller guarantees that, in accepting and filling this Purchase Order, Seller has complied and will comply with the Robinson-Patman Act, Section 12 (child labor provisions) of the Fair Labor Standards Act, and all state and Federal laws regarding child labor. In addition, Seller agrees to comply with the following to the extent required by law: (i) the non-discrimination clauses contained in the Section 202, Executive Order 11246, as amended by Executive Order 11375, relating to equal opportunity for all persons without regard to race, color, religion, gender, or national origin, (ii) the affirmative action clauses prescribed in the regulations of the Secretary of Labor under the Vietnam Era Veterans Readjustment Assistance Act of 1974, as amended, and under the Rehabilitation Act of 1973 , as amended, and (iii) the implementing rules, regulations, and relevant orders relating thereto promulgated by the Secretary of Labor (41 CFR Chapter 60).

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Pepperidge Farm, Inc.

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Purchase Order

4500684314

8. Buyer may reject either before or after delivery any materials which do not conform with all specifications and conditions of this Purchase Order or are not delivered at the stated times, delivery times being of the essence. Delay in Seller's delivery and delay in Buyer's acceptance and payment shall be excused to the extent Seller's production or shipment or Buyer's receipt or use of the materials is prevented by strike or labor dispute, fire, or other circumstance beyond control within Seller's establishment or within the location where the materials are intended to be received or used; except that nothing herein shall be deemed to prevent Buyer from canceling undelivered materials which are so delayed. Buyer may cancel any portion of this Purchase Order which remains unfilled after the beginning of any bankruptcy or insolvency pr oceeding by or against Seller or after the appointment of an assignee for the benefit of Seller's creditors or of a receiver.

9. Seller shall maintain and observe the following:

(a) Insurance - 1) Commercial general liability (bodily injury and property damage), including contractual and product liability and naming Buyer as an additional insured; 2) automobile liability; 3) workers' compensation (in the minimum amounts required by state law and employer's liability at $1,000,000 per accident, per disease, and per employee); and 4) such other insurance policies as may reasonably be required by Buyer (including umbrella policies) with minimum coverage as Buyer shall specify. Before work begins, Seller shall furnish Buyer with certificate(s) of insurance evidencing such coverages. All such policies shall be issued by insurer(s) with a Best's rating of at least A, Financial Class Size VIII, and in such amounts as are reasonably acceptable to Buyer. Seller shall provide Buyer with at least thirty (30) day's prior written notice of any material change in, or expirati on or cancellation of any such policy. Without in any way limiting the remedies available to Buyer, Buyer shall have the right to immediately terminate the Purchase Order upon the failure of the Seller to comply with any of the provisions of this guarantee. Failure to deliver such certificates or failure of Buyer to demand such certificates shall not be considered a waiver nor excuse performance under this provision. Seller's liability as stated in the Purchase Order is not limited to the scope or limits of any insurance policy or policies.

(b) Liens - For work performed on Buyer's premises, no lien shall be claimed or filed and complete releases of liens shall be furnished prior to final payment;

(c) Indemnity - For work performed on Buyer's premises, Seller shall defend, indemnify and hold Buyer harmless from all claims, liabilities and damages arising from the work performed.

10. Seller will defend, indemnify and hold harmless Buyer from and against all demands, actions and causes of action ("Suits") which are hereafter made or brought against Buyer by any person for the recovery of damages which is (i) caused by an act or omission of Seller, its agents, employees, subcontractors or anyone directly controlled by Seller in the performance of the services or materials it provides to Buyer under this Purchase Order and (ii) not caused by the gross negligence and/or willful misconduct of Buyer.

11. Seller agrees not to use for any purpose other than the filling of this Purchase Order any drawings, blueprints, samples or other information furnished by Buyer. Seller agrees carefully to safeguard as trade secrets belonging to Buyer all such drawings, blueprints, samples and other information and to prevent such drawings, blueprints, samples and other information from being seen by persons who do not have actual need to see them to enable Seller to fill this Purchase Order. Unless otherwise directed by Buyer, Seller agrees to return all such drawings, blueprints, samples and other information to Buyer at the conclusion or other termination of work under this Purchase Order.

12. Seller agrees to create accurate records, books and accounts of costs and charges to Buyer hereunder and to maintain them in accordance with generally accepted accounting principles. Buyer shall have the right to review and inspect from time to time such records, books and accounts to confirm that amounts paid or to be paid by it hereunder were correctly calculated in accordance with the terms of this Purchase Order. Buyer shall have the right to have its internal/external auditors audit all costs which have been charged to it, including costs that are allocated amongst other Seller operations and the methodology of such allocation. Costs which are allocated among Buyer and others, including Seller, shall be allocated among Buyer and others on a fair and equitable basis having regard to the benefit which each party receives from such costs. Upon Buyer's request, Seller shall provide Buyer with Seller's method used in allocating costs amongst its other operations. If any audit indicates that Buyer has been overcharged or undercharged for costs and/or fees, Seller shall forthwith refund such overcharge and Buyer shall forthwith pay such undercharge. Seller shall have the right to review such audit with Buyer's internal/external auditor.

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Pepperidge Farm, Inc.

Page 4 of 4

12/23/2009 11:30:44

Purchase Order

4500684314

13. Unless stated to the contrary, for sales in the USA, this Purchase Order will be governed by, construed and enforced in accordance with the laws of the State of New Jersey, without giving effect to conflict of law principles. Each party hereto consents exclusively to subject matter and in personam jurisdiction and venue in the United States District Court of New Jersey. If such court lacks subject matter jurisdiction, then each party hereto consents exclusively to in personam jurisdiction and venue in a court of competent jurisdiction in Camden County, New Jersey.  For Sales in Canada, this Purchase Order will be governed by, construed and enforced in accordance with the laws of the Province of Ontario, without giving effect to conflict of law principles.  Each party hereto consents exclusively to subject matter and in personam jurisdiction and venue in Toronto, Ontario, Canada.

14. If a dispute or claim arises as to interpretation, breach, or enforcement of any provision of this Order, other than enforcement of any provision which would entitle a party to injunctive relief, specific performance, or other equitable relief, the parties agree to resolve the dispute or claim in good faith before resorting to any remedies otherwise available at law.

15. Seller may neither assign this Agreement nor delegate performance hereunder without prior written approval from Buyer.

16. Seller has all licenses, permits and approvals required by any and all applicable governmental agencies or units having jurisdiction that may be required for Seller to enter into agreement for the goods and/or services hereunder.

17. Neither the execution nor delivery by Seller of this Agreement, nor the consummation by Seller of any of the transactions contemplated by this Agreement, will result in the breach of any term or provision of, or constitute a default under, any charter provision or bylaws or material agreement, order, law, rule or regulation to which it is a party or which is otherwise applicable to Seller.

18. In accepting this order, Seller guarantees the above goods against defects in workmanship and material for a period of (1) year after receipt and acceptance, and should any defects develop during that period, Seller agrees to make replacement satisfactory to Buyer without charge.

19. All terms and conditions of this purchase are written or printed on this Purchase Order and, unless otherwise stated in this Purchase Order, any and all terms or conditions in any offer or proposal submitted by Seller, or in any correspondence, or otherwise, are superseded and of no further force or effect. No change in this Purchase Order, or approval of any change order submitted by Seller, shall be valid or enforceable without prior written approval signed by Buyer.

20. This Purchase Order may act as written confirmation of telephone order(s) placed with Seller.

21. Seller's warranties and guarantees survive Buyer's payments and acceptance of the materials.

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EX-10.5

Exhibit 10.5

To:     Fritz Archer	Date: Apr 29, 2010
At:      Baldwin Insurance Group	From: Branch' Holmes

Insured:	Energy Edge Technologies Corp.
DBA:	EETC
Address	Energy Edge Technologies Corp. 1200 Route 22 East, Suite 2000
	Bridgewater, NJ 08807
1. Form:	Underwriters at Lloyds of London Non Admitted (AM Best Rating: A XV)
2. Interests Covered:	Reimbursement Contingency Insurance
3. Limits of Liability:	Shall not exceed 90% of the shortfall of the Guaranteed Savings or the purchase price ofthe customer's savings project whichever is less.Underwriter's aggregate limit of liability shall not exceed one million five hundred thousand ($1,500,000) dollars for the Policy period
4. Period:	5/1/2010 to 5/1/2011 (To cover losses occurring on new and exiting contractsreported during the policy period.)
5. Deductible:	Deductible: The greater of USD 15,000 or 10% on each and every estimated saving claim. The duty of Underwriters to reimburse the Insured for Guaranteed Savings will only be in excess of the deductible set forth in the Declarations. Trr- amount of the deductible must be borne by the Insured at its own expense. Underwriters shall have no duty whatsoever to '-e Insured to pay all or any portion of the deductible
6. Territory:
7. Minimum & Deposit
Premium:	$5,OOO.C Fully Earned Deposit Premium Broker Policy Fee $251.75   Surplus Lines Tax $5.04   Stamping Office To.-. / State Surcharge $50.35   FL Hurricane Catastrophe Fund / Municipal Tax $5,342.14   TOTAL PREMIUM Including Applicable Fees & Taxes
Annual Minimum Premium:	$20,000++Taxes/Fees Annual Minimum Premium.
**Due Diligence Effort Form Must be Received At time of Binding**

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9. Rate:	Adjustable monthly at a rate of 0.0007 of the project installation costs on 100% Term Contract Cost. Monthly Reporting Required with Premium Payment
10. Cancellation:	30Days except for Non Payment which is 10 Days
11. Conditions:	Rules applicable to insurance with terms less than or more than one year: A.    If insurance has been in force for one year or less, apply the short rate table for annual insurance to the full annual premium determined as for insurance written for a term of one year. B.    If insurance has been in force for more than one year: 1.        Determine full annual premium as for insurance written for a term of one year. 2.        Deduct such premium from the full insurance premium, and on the remainder calculate the pro rata earned premium on the basis of the ratio of the length of time beyond one year the insurance has been in force to the length of time beyond one year for which the policy was originally written. 3.        Add premium produced in accordance with items (1) and (2) to obtain earned premium during full period insurance has been in force. Coverage: Reimbursement Contingency Insurance. -This policy has a $25,000++Taxes/Fees Annual Minimum that must be met by the end of the year. The insured is responsible and will be charges a Additional Premium if they have not reached the $25,000 annual minimum earned by the end of the policy period (1 year).
12. Exclusions:	Forms and special conditions: NMA1331, NMA 1191, NMA 464, Political Risk, Financial Guarantee & Credit Risk Exclusion Clause, 60 Day Rate Review Clause, LSW1001, LSW 1135. EXCLUSIONS This Policy does not apply to: -Consequential damages. -Damage caused by accidents, or disasters such as fire, flood, or wind. -Damages caused by faulty repair work or failure to perform work by the Insured, their agents or employees; -Damage caused by abuse, misuse alteration, modification or negligence of any kind; -Liability arising out of implied warranties of merchantability, implied warrantees of fitness, and strict liability; -Liability for Loss to anyone other than the Contract Holder, liability for Loss to anyone other than the Insured, and any -Loss occurring prior to the effective date of this Policy; -Conversions or modifications to original installed equipment in such a manner that results in a failure to achieve the anticipated savings; -Any acts of fraud, or any other dishonest or criminal acts of a Contract Holder or the Insured, their agents or employees; -Liability for any Contract that has not been approved in writing by the Company and any Loss arising out of representations which are not in the Contract; -Damages for bad faith, personal injury, including bodily injury, property damage (except as specifically stated in the Contract), and attorney's fees. -Residential Dwellings
13. Commission:	NET
Note:	This quotation is issued with the authority of the Insurer and is issued by the undersigned without any liability whatsoever as an insurer
Important:	Our office must receive request to bind coverage in writing along with the signed Diligent Effort Affidavit and/or Confirmation of Surplus Lines Tax Filing form. Confirmation of binding will not be released to your office until we receive such confirmation from Carrier. Please note that payment is due within twenty (20) days from the effective date of coverage unless specified to the contrary on the invoice.

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EX-10.6

Exhibit 10.6

INDEPENDENT RESELLER AGREEMENT

THIS INDEPENDENT RESELLER AGREEMENT ("Agreement") is made and entered into this 5th day of November, 2009 (the "Effective Date"), by and between HY-SAVE. LLC d/b/a HY-SAVE USA ("Company"), a Florida limited liability company having a mailing address of P.O. Box 4409, Tampa. Florida 33677. and Energy Edge Technologies Corp. ("Reseller"), having a mailing address of 33 Chestnut Trail Fkmington, N.J 08822. Company and Reseller shall be individually referred to as a "Party" or collectively referred to as the "Parties."

RECITALS

WHEREAS. Company manufactures and supplies refrigeration energy efficient systems, liquid refrigerant free cooling pumps and liquid refrigerant delivery systems (tlie "Products"): and

WHEREAS. Reseller desires to purchase Company's Products and Services to resell Products in accordance with the terms of this Agreement; and

WHEREAS, Company and Reseller believe it is in their mutual interest and desire to enter into an agreement pursuant to the terms and conditions hereinafter provided.

NOW, THEREFORE, for and in consideration of the premises, the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt, legal sufficiency, and reasonably equivalent value of which, are hereby mutually acknowledged, the Parties, intending to be legally bound, agree as follows:

1.           Recitals

The recitals set forth above are true and correct and are hereby incorporated by reference.

2.           Scope of Services to he Provided

2.1 Services to be Provided by Reseller. Reseller shall provide sales and marketing services of Products. Reseller will use all reasonable efforts in finalizing the purchase order.

2.2 Services to be Provided bv Company. Company will help analyze Reseller's customers existing equipment and help identify the Reseller's customer needs. Company will establish the sale price of its Products to Reseller at Reseller costs, outlined in Exhibit A and will provide said analysis to Reseller for fee outlined in Exhibit A.

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3.           Independent Reseller Relationship

The relationship between the Parties is and shall be that of independent Resellers. Reseller is not and shall not be Company's employee, agent, partner or joint venturer and shall not hold itself out as such. Reseller shall not have the power to aet for or bind Company in any manner. Reseller understands and agrees that the Reseller will receive no partieipalion in any plans, arrangements, or distributions pertaining to. or connected with any pension or other deferred compensation plan, health, life, or disability insurance programs or any other fringe benefits that Company provides for its employees. Reseller agrees thai it is responsible to maintain its own adequate insurance protection covering its activities hereunder. and in addition to its responsibilities as set forth in the indemnification provisions in Section 9. shall indemn ify and hold Company harmless from liability for damages or claims resulting from its acts or omissions or the acts or omissions of its employees, representatives or agents.

4.           Confidentiality and Non-Disclosure Agreement

The Parties understand that Company may disclose to Reseller certain Confidential Information (as defined below) that is and/or is deemed to be confidential and the property of Company.

4.1           Materials Defined as "Confidential Information".  As used in this Agreement, the term "Confidential Information" shall mean any and all information prepared or delivered to Reseller by Company or its representatives {including information or data received by Company from a third party and as to which the Company has confidentiality obligations), that is (i) marked or designated by Company as "confidential" or "proprietary." (ii) information that is known to Reseller, or should be known to a reasonable person given the facts and circumstances of the disclosure, as being treaied as confidential or proprietary by Company, or (iii) a trade secret (as defined by the Florida Trade Secrets Act) and any other information in the possession of Company, whether created by Company or Reseller, which is kept or intended to be kept as a secret from others, whether or not the secret or confidential information provides a m easurable commercial benefit to Company including, but not limited to. Company's development work; specifics concerning the design of Products; procedures used to manufacture such Products; Company's underlying costs and underlying sources of supply; and information which concerns the business of Company and the manner in which Company conducts its business, such as plans for Product, market or service developments or improvements, financial forecasts, price lists, work in progress, contracts with third parties, c ustomer records, customer lists and any other information   relating to research, development, inventions, manufacturing, purchasing, accounting, engineering, and marketing which is used by Company in the conduct of its business and which is not generally known to others,

4.2           Terms of this Agreement.   The terms and conditions of this Agreement shall constitute the Confidential Information of both Parties.

4.3           Responsibilities Specific to Reseller.   In order to induce Company to disclose such Confidential Information. Reseller agrees to protect the confidentiality of all Confidential Information disclosed to Reseller in accordance with the following terms and conditions:

(i) Reseller shall keep in strictest confidence and trust all Confidential Information of Company and shall not: (a) except as expressly provided herein, disclose any such Confidential Information to any other entity or person, or (b) use such Confidential Information except and solely for the performance of each Party's respective obligations hereunder.

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(ti) Reseller will not use any Confidential Information of Company for any purpose not expressly permitted by this Agreement and will disclose the Confidential Information of Company only to the employees or Resellers Contractor who have a need to know such Confidential Information for purposes of this Agreement and who are obligated to maintain the confidentiality of such Confidential Information, and only after Reseller has notified such employees or Resellers that such information is the Confidential Information ofCompany.

(iii) Reseller shall use the same care and discretion to avoid disclosure of Company's Confidential Information as it uses with its own similar Confidential Information, and in no event with less than reasonable care.

(iv) Reseller acknowledges that any use or disclosure of Company's Confidential Information in any manner inconsistent with the provisions of this Agreement may cause Company irreparable damage for which remedies other than injunctive relief may be inadequate and. accordingly, the Parties agree that Company shall have the right to seek an immediate injunction enjoining any breach of the confidentiality provisions of this Agreement, without ihe necessity of posting bond or other security and in addition lo any other rights and remedies which may be available to it.

(v) Reseller agrees to return or destroy all Confidential Information to Company as provided in this Agreement.

{vi) The Reseller shall, in the event that Reseller is requested or required (by oral questions, interrogatory, request for information or documents, subpoena, investigative demand or similar process) to disclose any Confidential Information supplied to the Reseller in the course of providing services for the Company, if the Reseller may lawfully do so, (a) provide Company with prompt notice of each such request and the documents requested thereby so that Company may seek an appropriate protective order and/or waive the requirement that Reseller comply with the provisions of this Agreement; and (b) consult with Company on the advisability of taking legally available actions to resist or narrow such request.

5.         Marketing and Use of Marks

5.1       Reseller's Use of Marks.    Company grants to Reseller a non-exclusive, non-transferable, royalty-free license to use Company's trademarks, service marks, trade names logos and other brand marks or names of Company ("Marks") solely in connection with the sale of Company Products during the Term of this Agreement. Reseller acknowledges that the Marks are the sole property of Company and/or its affiliates, and, other than the license granted herein, nothing shall be construed to grant Reseller any right, title or interest in or to such Marks, Reseller may not use the Marks without Co mpany's prior written approval.

5.2           Approval by Company.   All marketing materials to be used by Reseller shall be subject to prior review and written approval by Company.  Reseller shall make such changes to the marketing materials as Company may reasonably request to ensure proper use of the Marks and to avoid any statement that is in Company's sole discretion inaccurate or misleading.

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5.3           Protection of Marks.    All  marketing materials developed by Reseller while rendering products and services to the Company under this Agreement shall be considered a "work made for hire" under United States Copyright laws and Reseller shall use its best efforts to assign such rights to Company. In the event that the materials or any part or element thereof are determined not to be a work made for hire within the meaning of the United States Copyright Act, Reseller hereby irrevocably grants, sells and assigns to the Company all right, title and interest in and to the materials, and any copies thereof, throughout the universe in all languages and in all media and forms of expressions and communication now known or later developed. No rights are reserved to Reseller. Reseller hereby waives any and all rights, which the Reseller has ever had, may now have, or may have in the future, in the Compa ny materials.

6.           Non-Competition

During the Term of the Agreement. Reseller shall not directly or indirectly, as an independent Reseller, employee, consultant agent, partner, joint venturer, or otherwise, provide services to. for or with, or in any way assist or contribute to any other business that is in competition with Company with respect to the Company Products and will remain in effect for a period often (10) years there after the expiration of this Agreement.

6.1 Reseller's Territory. Reseller shall market Companies Product and Services only in the United States of America. Reseller is in agreement that any business opportunity and or customer that presents itself outside Reseller's Territory, shall be reviewed with Company as an Individual Case Basis per separate agreement between Reseller and Company.

7.           Term and Termination

7.1 Term. This Agreement will commence for an initial term beginning on the Effective Date and will remain in effect for a period of one (1) year, unless sooner terminated pursuant to the provisions of this Agreement (the Initial Term"). At the expiration of the Initial Term and. unless sooner terminated pursuant to the provisions of this Agreement, each three (?) month period thereafter, this Agreement will automatically renew for an additional three (3) month period (the "Renewal Term" or the "Renewal Terms") unless eith er Party notifies the other Party in writing of its intention not to renew this Agreement (the "Renewal Termination Notice") not less than fifteen (15) days prior to the expiration of the Initial Term or of any Renewal Term (the Initial Term and any Renewal Terms are referred to collectively as, the

"Term").

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7.2       Termination.

(i) The Company may immediately terminate Reseller's services under this Agreement ibr Cause (as hereinafter defined) at any lime with written notice to Reseller. "Cause" shall mean a detenu i nation by the Company that Reseller has: (a) been convicted of any felony, (b) breached a material term of this Agreement, which breach has not been remedied by Reseller within five (5) days after written notice has been provided to Reseller of such breach, (c) exhibited willful misconduct with regard to services rendered: or (d) engaged in disloyalty to the Company, including, without limitation, fraud, embezzlement, theft, commission of a felony or proven dishonesty.

(ii) Either Party may terminate this Agreement at any time for any reason or no reason whatsoever upon fifteen (15) days prior written notice to the other Party.

(Hi) Upon termination. Reseller will: (a) terminate services under this Agreement on behalf of Company, (b) cease all use of Company's Marks and not use any marks confusingly similar thereto, (c) immediately return to Company or destroy, at the election and direction of Company, any Confidential Information of Company: and (d) confirm to Company in writing that it has complied with the foregoing obligations. Upon notice of termination. Company shall pay Reseller for Commissions earned by Reseller through the date of termination, and Reseller shall pay Company for any Products and Services through the date of termination and Company shall have no further obligations to Reseller.

8.            Indemnification/Limitation of Liability

8.1 Each Parly shall defend, indemnify, save, and hold harmless the other Party and its affiliates, and its and their directors, officers, employees, agents, representatives, successors and/or assignees (collectively. "Related Parties") from and against any liability, losses, costs and expenses (including reasonable attorneys' fees), damages, fines, judgments, and settlement amounts resulting from third parly claims of, arising from or relating to the indemnifying party's breach or alleged breach of any material duty, obligation, term, representation, or warranty contained in this Agreement, except there shall be no obligation to indemnify, defend, save, and hold harmless to the extent liabilities result from the gross negligence or willful misconduct of the other Party.

82 Additional Duiios of Reseller to Indemnify Company. Reseller shall further defend, indemnify, save and hold harmless Company and its Related Parties from and against any liability, losses, costs and expenses (including reasonable attorneys' fees), damages, fines, judgments, and settlement amounts for any claims, actions, causes of action, investigations, suits, proceedings, or demands arising out of or related to: (i) the conduct of Reseller and any of

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Reseller's Related Parties, including without limitation, any claims which arise wilh respect to: (a) any disputes between Reseller and Clients or (b) Reseller's products or services, other than Company Products: or (ii) any claim made by Clients or prospective Clients based on the wrongful acts, fraud, false advertising, misrepresentations or warranties made by Reseller regarding Company Products or any other misrepresentations of Reseller or any of its employees, agents or licensors (including negligence or strict liability and including any injury to any person, including but not limited to death or properly! related to the subject matter of this Agreement, including, without limitation, any alleged violation of any applicable law or infringement of any third party's intellectual properly or other rights.

8.3 Liability tor Consequential or Special Damages. EXCEPT WITH RESPECT TO INDEMNIFICATION AND DAMAGES RESULTING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY EXEMPLARY. PUNITIVE. INDIRECT. INCIDENTAL. CONSEQUENTIAL. OR OTHER SPECIAL DAMAGES TO THE OTHER PARTY INCLUDING. WITHOUT LIMITATION. LOSS OF PROFITS, REVENUES OR GOODWILL, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT. NEGLIGENCE OR OTHERWISE. WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

9.           General

9.1           Governing Law. This Agreement shall be governed and interpreted in accordance with the laws of the State of Florida. The Parties agree that the venue for any action or litigation arising under this Agreement shall be brought in the Thirteenth Judicial Circuit in and for Hillsborough County. Florida.

9.2           Attorneys' Fees and Costs.   In the event that either Party seeks to enforce this Agreement by way of legal action or the matter is placed in the hands of an attorney, then the prevailing Party shall recover its attorneys' fees and the court shall determine the amount of such fees and allow recovery to said prevailing Party in entering a judgment.  The Parties agree that entitlement to attorneys' fees by the prevailing Party under this Agreement shall be deemed to include all appellate attorneys' fees.

9.3           Dispute Resolution.   As a condition precedent to the filing of any suit or other legal proceeding that arises from or relates to any dispute, claim, question, disagreement, or breach of this Agreement, ihe Parties shall endeavor to resolve all issues by negotiation, which if not successful within thirty (30) days of commencement of negotiation, then by binding mediation. Such mediation shall be initiated by either Party upon service of a written request on the other Party for the same.   The Parties shall, by mutual agreement, select a mediator within fifteen (15) days of the date of the request for mediation and stipulate thai mediation shall occur in Hillsborough County. Florida. The mediator's fee shall be paid in equal shares by each Party to the mediation.   No suit or other legal proceeding shall he filed until the mediator declares an impasse, which declaration, in any event, shall be issued by the mediator not later than sixty (60) days after the initial mediation conference.

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9.4           Waiver of Trial by Jury.   THE PARTIES KNOWINGLY. VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT TO A JURY TRIAL  IN ANY ACTION. PROCEEDING. OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER PARTY ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT BEFORE OR AFTER TH E EFFECTIVE DATE OF THIS AGREEMENT.

9.5           Assignment. This Agreement is not assignable or transferable by Reseller.   The Company shall, however, have the absolute, unfettered right to assign this Agreement to a successor in interest to the Company or to the purchaser of any of the assets of the Company.

9.6           Waiver.    No consent or waiver, express or implied, by either Party to this Agreement to or of any breach or default by the other Party in the performance of any provision heretinder shall he deemed or construed to be a consent or waiver to or of any other breach or default by such Party hereunder. Failure on the pan of either Party hereto to complain of any act or failure to act of the other Party or to declare the other Party in default hereunder. irrespective of how long such failure continues, shall not constitute a waiver of the rights of such Party hereunder.

9.7           Survivability. The provisions of Sections 5, 6. 7, and 9 shall survive termination of this Agreement,

9.8           Severability.  Each provision of this Agreement shall be treated as a separate and independent clause. If any court rules that a provision of this Agreement is void or unenforceable in whole or in part, this ruling shall not affect the validity of the remainder of the Agreement.  If one or more of ihe provisions of this Agreement is held to be excessively broad, such provision or provisions will be construed by the appropriate judicial body by limiting or reducing it or ill em to the minimum extent permitted by law.

9.9           Notice. Any notice required hereunder shall be given in writing and shall be considered effective (i) upon personal delivery: (ii) five (5) days after deposit in the U.S. mail, postage prepaid, certified, and return receipt requested or (iii) one (1) business day after deliver;' to any overnight courier thai keeps written records of its deliveries.   Notices to the Parties shall be sent to the addresses set forth above or such other addresses as a Party subsequently identifies in writing in accordance with this Section.

9.10           Binding Effect, This Agreement shall inure to the benefit of and be binding upon the Parties hereto, their respective successors, assigns, heirs and personal representatives.

9.11           Entire Agreement. This Agreement constitutes the entire agreement of the Parties with  respect to the  subject matter hereof and supersedes any  previous  communications, representations, arrangements or agreements, whether oral or written.   This Agreement may be amended only by a writing executed by the Parties hereto. No modi fications to this Agreement shall be valid unless in writing and signed by both Parties.

9.12           Counterparts. This Agreement may be executed in one or more counterparts, all of which when taken together shall constitute one and the same document.

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

COMPANY	RESELLER
HY-SAVE, LLC. d.b.a.                                                          HY-SAVE USA                                                                      P.O.BOX 4409                                                                      Tampa, FL 33667	Energy Edge Technologies Corp. 33 Chestnut Trail Flemington, NJ 08822
By: /s/ Kirsten Becker Kirsten Becker	By: /s/ Robert Holdsworth Robert Holdsworth
Title: President	Title: President

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EX-10.7

Exhibit 10.7

Channel Partner Agreement

This Channel Partner Agreement (this “Agreement”), effective as of July ____, 2008 (the “Effective Date”), is made by and between EnerNOC, Inc., a Delaware corporation having offices at 75 Federal St., Suite 300, Boston, MA 02110 ("EnerNOC"), and Energy Edge Technologies Corporation having offices at 33 Chestnut Trail Flemington NJ (“Partner” and together with EnerNOC, the “Parties”).

Witnesseth:

WHEREAS, EnerNOC is a provider of demand response solutions, including the engineering, design, marketing, sales, installation, management, and service associated therewith (the “DR Solutions”);

WHEREAS, Partner is a provider of energy consulting services;

WHEREAS, EnerNOC and Partner are established in their respective territories and markets; and

WHEREAS, EnerNOC wishes to sell the DR Solutions through channel partners, and Partner wishes to act as a channel partner for the DR Solutions, in certain territories and markets.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the Parties hereby agree as follows.

1. EnerNOC appoints Partner as a representative of DR Solutions within the areas in which EnerNOC operates (the “Territory”).  Partner agrees to use commercially reasonable efforts to introduce the DR Solutions to its current or prospective customers (collectively, “Customers”), endorse EnerNOC as a leading provider in its industry, and generally support the sale of the DR Solutions to its Customers (“enabling” a sale). Activities that constitute enabling a sale include providing an introduction and/or recommendation, attending Customer meetings, serving as a reference, or being cited as a business partner by EnerNOC. A sale shall be considered enabled when an enabling activity occurs and EnerNOC remains in regular contact with the Customer from the time of the enabling activity until entering into a DR Solutions agreement with the Customer. If communications between the C ustomer and EnerNOC cease for more than six (6) months and then begin again without another enabling activity, the sale shall not be considered enabled. The responsibilities of the Parties are described in further detail in Schedule A attached hereto.

2. As consideration for the services rendered by Partner hereunder, EnerNOC will pay to Partner the amount specified on Schedule B attached hereto or such other amount as may be determined by the Parties by separate agreement from time to time (the “Payments”).

3. EnerNOC shall make all Payments due to Partner hereunder on a quarterly basis.  As described in Schedule B attached hereto, such Payments will be based on the gross margin recognized by EnerNOC during the quarter in connection with sales to Customers that were enabled by Partner pursuant to the terms hereof.  Payments will be due 30 days after the close of the quarter and will be presented with sufficient information to identify such Payments on a Customer by Customer basis.

4. EnerNOC shall be obligated to make Payments to Partner with respect to an enabled Customer as long as that Customer remains a customer of EnerNOC or its affiliates, subsidiaries, or assignees.  In the event that this Agreement is terminated for any reason, Partner shall be entitled to receive Payments for any sale made pursuant to the terms of this Agreement that was enabled by Partner prior to such termination, even if such sale is finalized after such termination.

5. This Agreement will be effective as of the Effective Date and may be terminated at any time by either Party; provided that all Payment obligations shall survive such termination.

EnerNOC, Inc. | 75 Federal Street, Suite 300 | Boston, MA 02110 | (617) 224-9900 | www.enernoc.com

6. Each Party is an independent entity and, as such, no agency is created hereby.  Neither Party will have, at any time, any right, title, or agency to bind the other Party to any agreement, promise, or condition.

7. Neither Party is permitted to use any trademark, service mark or other intellectual property of the other Party without the other Party’s written consent, except that each may distribute the other’s promotional materials that bear the respective names and logos.

8. Each Party will maintain commercially reasonable liability insurance for its respective business activities. Each Party will defend, indemnify and hold the other Party harmless from any and all claims, demands, suits or liability arising out of the indemnifying Party’s negligent acts or omissions or the negligent acts or omissions of its employees, appointees, legal representatives and agents, whether based upon breach of contract, negligence, strict liability or otherwise; provided, however, that the Party seeking such indemnification shall give the indemnifying Party (i) prompt written notice of any such claim or threatened claim, (ii) sole control of the defense, negotiations and settlement of such claim and (iii) full cooperation in any defense or settlement of the claim (at the expense of the indemnifying Party).  The foregoing indemnification obligation shall not apply to the extent that such claim is the fault of or is caused by the negligence or willful misconduct of the Party seeking indemnification under this Section 8.

9. EnerNOC’s total liability hereunder is limited to direct actual damages as the sole and exclusive remedy, and total damages shall not exceed the lesser of (i) the total amount paid to Partner under this Agreement during the six-month period immediately preceding the event giving rise to the claim(s) or (ii) $100,000.  All other remedies or damages (at law, in equity, tort, contract, or otherwise) are expressly waived, including any indirect, punitive, special, consequential, or incidental damages, lost profit, or other business interruption damages.

10. If, pursuant to this Agreement, one Party discloses to the other Party data or information, or information or data is developed in connection with this Agreement, the receiving Party will retain such data or information as confidential and in strict confidence and not use it or disclose it except as expressly agreed in writing by the other or except if and to the extent that it becomes generally known through no fault of the receiving Party.  Notwithstanding the foregoing, Partner hereby agrees and acknowledges that EnerNOC may be required to disclose this Agreement and the terms and conditions hereof by law or the stock market exchange on which EnerNOC’s securities are traded.

11. The construction, performance and completion of this Agreement will be governed by the laws of the Commonwealth of Massachusetts without regard to conflicts of laws provisions.

12. Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the non-assigning Party, which consent will not be unreasonably withheld, conditioned or delayed.

13. This Agreement may be executed in any number of counterparts, all of which shall be one and the same agreement.

14. This Agreement supersedes any existing agreements or arrangements by and between the Parties relating to the subject matter hereof, whether written or oral, and all such prior agreements or arrangements are hereby deemed terminated.

15. Any notice required or permitted herein may be hand delivered, sent via nationally recognized overnight delivery service, or mailed, properly addressed to the Party to be notified at the address set forth above.

EnerNOC, Inc. | 75 Federal Street, Suite 300 | Boston, MA 02110 | (617) 224-9900 | www.enernoc.com

IN WITNESS WHEREOF, the parties have signed this Agreement by their authorized representatives.

EnerNOC, Inc.	Partner
By:  _______________________________	By: _______________________________
Name: _____________________________	Name: _____________________________
Title: ______________________________	Title: ______________________________
Date: ______________________________	Date: ______________________________

EnerNOC, Inc. | 75 Federal Street, Suite 300 | Boston, MA 02110 | (617) 224-9900 | www.enernoc.com

Schedule “A”

Channel Partner Responsibilities

In addition to other responsibilities and duties set forth in this Agreement, the Parties hereby agree to undertake the following:

A. Provided such disclosures are not prevented by contractual commitments, Partner will provide EnerNOC with any and all necessary customer information required to properly offer products and services to a customer, including, but not limited to, 12 months of electricity consumption information from incumbent utility company(s), electricity requirements, and such other information to necessitate an assessment by an EnerNOC sales or business development manager.

B. EnerNOC will make available authorized and up-to-date marketing and business materials (“Marketing and Business Materials”) for the promotion and sale of its products and services.

C. EnerNOC will provide, at its sole discretion and at no cost, professionals to meet with potential customers.

D. EnerNOC will make available, at its sole discretion and at no cost, telephone support assistance during normal and regular business hours to answer questions relating to its products and services.

E. EnerNOC will notify Partner by written notice, email, or by facsimile of any enabled contract within twenty (20) business days of execution.

EnerNOC, Inc. | 75 Federal Street, Suite 300 | Boston, MA 02110 | (617) 224-9900 | www.enernoc.com

Schedule B

Payment Structure

EnerNOC will make Payments to Partner according to the schedules detailed below. The structure is based on a step-rate incentive that allows a Partner to achieve larger commission percentages with pre-defined increases in revenue contribution. The basis for payment of the compensation is the margin (“GM,” per the table below) established by EnerNOC with the customer, which is calculated as market revenue minus payments to customer on a $/kW-month basis. For example, if the market pays $5.00/kW-month for capacity and EnerNOC pays the customer $3.00/kW-month on 1,500 kW of registered capacity then the margin on a monthly basis is $3,000 per month (a 40% GM), in which case Partner would accrue compensation at a rate of 6.00% x $3,000 = $180 per month. Payments would be made quarterly, according to payment terms of this Agreement.

Paid Quarterly Based on the Deal Margin

25% to 35% GM	36% to 45% GM	46% to 55% GM	56% GM +
3.00%	6.00%	8.00%	10.00%

Partner will also receive an annual achievement bonus (“Annual Achievement Bonus”), so long as Partner delivers 10 MW of New Contracts each year during the term of this Agreement (such “term” being defined as the 12 months following date of signature of this Agreement and any contiguous 12 month period thereafter). “New Contracts” are defined as those EnerNOC Sales and Service Contracts enabled with new customers, not including customers who have resigned an expired or otherwise terminated contract. The Annual Achievement Bonus will be calculated as follows:

Annual Achievement Bonus = total load from each New Contract (in kW) multiplied by the average capacity price (in $/kW-month) over the term of such New Contract (as estimated at the time of signing such New Contract) multiplied by the average annual GM over the lifetime of such New Contract.

For example, should Partner deliver 24,000 kW of New Contracts during one term with an average capacity price of $5.74/kW-month at an average GM of 50%, Partner would earn an Annual Achievement Bonus of 24,000 multiplied by $5.74 multiplied by 50%, or $68,880. In no event shall such Annual Achievement Bonus exceed $80,000.

EnerNOC, Inc. | 75 Federal Street, Suite 300 | Boston, MA 02110 | (617) 224-9900 | www.enernoc.com

EX-10.9

Exhibit 10.9

Glacial Energy Agent Agreement

This Agent Agreement ("Agreement") is entered into this 22nd day of February 2010 by and between Glacial Energy of New Jersey Inc. ("Glacial Energy") an Energy Edge ("Agent"). Glacial Energy and Agent are sometimes referred to herein in the singular as "Party" and collectively as "Parties".

WHEREAS, Glacial Energy is a seller of energy [known as an "Electricity Supplier") that is permitted lawfully to sell and schedule delivery, or cause delivery to be scheduled, of energy to electric customers located in the State of Connecticut, Delaware, Illinois. Massachusetts, Maryland, Maine, Michigan. New Hampshire, New Jersey, Mew York, Pennsylvania, Rhode Island, Texas and the District of Columbia

WHEREAS Agent has been retained by certain entities or aggregated groups of entities ("Customers" or individually a ("Customer")) and may be retained by additional customers in the future lo represent them in negotiating with an ES for the purpose of procuring electric power and may be authorized to negotiate Glacial Energy Customer Sales Agreements ("Customer Contracts"} and lo administer these Customer Contracts after they are executed;

NOW. THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the Parties agree as follows:

1.           Agent's Responsibilities. Agent shall submit all reasonable and pertinent information required by Glacial Energy to provide services to Customers under their Customer Contracts including but not limited to billing data, credit information, IDR data and consumption data, Agent shall also coordinate and arrange on behalf of its Customers for the final execution with Glacial Energy of all Customer Contracts to which Customers are parties to and maintain copies of these Customer Contracts in its files. Agent shall work diligently on behalf of Customers to successfully resolve with Glacial Energy, as efficiently as possible, any disputes an sing under Client's Customer Contracts and any issues that may arise as part of the customer support process. Agent will make all reasonable efforts to maintain the confidentiality of any information it receives from Glacial Energy pertaining to pricing, products and the activities of Glacial Energy except to the extent disclosure of such information to Customers or staff is required to negotiate and execute Customer Contracts on behalf of Customers.

a) Agent agrees that for a period of twelve (12) months immediately following the termination of this relationship with Glacial Energy for any reason, whether with or without cause, Agent shall not either directly or indirectly solicit, induce, recruit or encourage any of Glacial Energy's employees to leave their employment, or take away such employees, or attempt to solicit, induce, recruit, encourage or take away employees of Glacial Energy, either for itself or for any other person or entity.

b) Agent agrees that for a period of twelve (12) months immediately following the termination of this relationship with Glacial Energy for any reason, whether with or without cause, Agent shall not either directly or indirectly solicit, any of Glacial Energy's current customers to leave Glacial, either for itself or for the benefit of any other person or entity.

c) Agent acknowledges that any breach of his obligations under this Agreement may result in irreparable injury for which Glacial Energy shall  have no adequate remedy at law. Accordingly, if Agent breaches or threatens to breach any of Agent's obligations under this Agreement, Glacial Energy shall be entitled, without proving or showing any actual damage sustained, to a temporary restraining order, preliminary injunction, permanent injunction and/or order compelling specific performance to prevent or cease the breach of Agent's obligations under this Agreement. Nothing in this Agreement shall be inter preted as prohibiting Glacial Energy from obtaining any other remedies otherwise available to it for such breach or threatened breach, including the recovery of damages.

2.           Glacial Energy's Responsibilities. Glacial Energy will remit all Fees lo Agent in compliance with the terms of this Agreement and "Attachment A" attached hereto. Glacial Energy may evaluate the credit wort hi ness of each Customer who wishes to purchase electricity from Glacial Energy. Glacial Energy may at its sole option refuse to enter into a Customer Agreement with any or all Customers proposed by Agent even after the execution of a Cu stomer Addition Addendum.

3.           Customer Addition Addendums. When Agent and Glacial Energy wish lo add Customers to this Agreement, the Parties shall fill out the Customer Addition Addendum to the Glacial Energy Agent Agreement, the form of which is attached hereto as "Attachment B".

4.           Term. The term of this Agreement shall be one (1) year, provided Dial any Customer Contract signed under this agreement shall be subject to the terms of this agreement until the expiration of that contract. Following the expiration of the Customer Agreement with Glacial Energy, if Customer re-signs with Glacial Energy, then the Agent shall receive compensation for the new Customer contract in accordance with the terms of whatever agreement is in place between Agent and Glacial Energy at the lime of Customers execution of the new contract. In the event that no agreement exists between Agent and Glacial Energy at the time Customer re-signs, Agent shall receive compensation in accordance with the terms of this agreement including "Attachment A" and "Addendum B". Agent will continue to receive compensation for the life of the relationship with Customer. The only exemption to Glacial Energy's payment obligation is if Agent has been terminated for cause due to material breach of this agreement (see Item 6. Termination). Glacial Energy's failure to extend this one year agreement upon its completion will not relieve any Agent fee obligations arising from renewals executed after this contract expires.

5.           Compensation. Glacial Energy shall remit all Fees to Agent as set forth in the Customer Addition Addendum, "Attachment B" to Glacial Energy Agent Agreement as each agreement is adopted and signed by the parties for each new customer. No fees will be remitted on past due accounts until the account is current and has cured any past due amounts. If a Customer becomes past due and is terminated for non-payment and is assigned to the Collections or Legal Department, all Agent commissions will be discontinued.

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6.           Termination. This Agreement may be terminated by either Party at its sole option if the other Party fails to perform any material duty, obligation, covenant and agreement and such default continues longer than ten (10) days from the time Ihe Defaulting Party is notified in writing by the Non- Defaulting Party of the default. In addition, either Party shall nave the right to terminals (his Agreement, without liability to the other, in the event of judicial, regulatory or legislative change rendering general performance of this Agreement impossible, or illegal. If Glacial Energy terminates this Agreement, Glacial Energy will continue to pay Agent any Fees it is entitled to as long as any Customer Agreement of any of Customers is still in effect,

7.           Relationship of the Parties. The Parties' relationship to each other in the performance of this Agreement Is that of independent contractor, Nothing in this Agreement is intended to imply a joint venture, partnership, association principal-Agent, employer-employee, fiduciary or employer-employee relationship between Glacial Energy and Agent. Neither Party to this Agreement will have any right to obligate or bind the other in any manner whatsoever nor represent lo third parties thai it has any right to enter into any binding obligations on the other's behalf.

8.           Notices. All notices and other communications required or permitted under this Agreement shall be validly given, made, or served if in writing and delivered personally, sent by registered mail, or overnight delivery to Agent at the following address:

Addressed to Agent at:                                                 

1200 Route 22 East

Suite 200

Bridgewater, NJ 08807

Addressed to Glacial Energy at:

Glacial Energy V.I.

5060 Forts Straede

SL Thomas, V.I. 00802

Attn; Retail Contract Management

Either Party providing written notice in compliance with this section may change the above addresses, from lime to time.

9.           Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without giving effect to any conflicts of law principles that might otherwise be applicable.

10.           Agreement Binding. This Agreement shall be binding upon the Parties herelo and shall not be assigned to any third party without Ihe prior written consent of the other Party. Such consent shall not be unreasonably withheld.

11.           Amendment. This Agreement may be amended only by written agreement of the Parties hereto,

12.           Confidentiality. If either Party provides confidential information to the other in writing which is identified as such, Ihe receiving Party shall, to the extent authonzed by law, protect the confidential information from disclosure to Ihird parties with the same degree of care afforded its own confidential and proprietary information. Meither Party shall, however, be required to hold confidential any information which becomes publicly available other than through the recipient, who is required to be disclosed by a governmental or judicial order or by statute, isindependently developed by the receiving Party or which becomes available to the receiving Party without known restrictions from a third party. Neither Glacial Energy nor Agent may use confidential information to directly market to Customers.

(a)            Glacial Energy Information. Agent agrees at all times during Ihe term of his engagement by Glacial Energy and thereafter, to hold in strides confidence, and not to use, except for the benefit of Glacial Energy, or to disclose to any person, firm or corporation except for the benefit of Glacial Energy and with written aulhorization of an authorized officer of Glacial Energy, any Confidential Information of Glacial Energy. Agent understands that "Confidential Information' means any Glacial Energy proprietary inf ormation, financial data, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists and customers (including, but not limited to. customers of Glacial Energy on whom Agent called or with whom Agent became acquainted during the term of his Agent status by Glacial Energy), markets, software, development, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed to the Agent by Glacial Energy either directly or indirectly in writing, orally or by drawings or observation of parts or equipment.

(b)            Company Information. Agent agrees thai it will not, during his engagement with Glacial Energy, improperly use or disclose any proprietary information or trade secrets of any former or concurrent client of the Agent or of other person or entity and that Agent will not bring onto the premises of Glacial Energy any unpublished document or proprietary information belonging to any such client, person or entity unless consented to in writing by such dient, person or entity.< /div>

(c)            Third Party Information. Agent recognizes that Glacial Energy has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on Glacial Energy's part to maintain the confidentiality of such information and to use it only for certain limited purposes. Agent agrees to hold all such confidential or proprietary information in the strictest confidence and not to disclose il to any person, firm or corporation or lo use it except as necessary in carrying oul his work for Glacial Energy consistent with Glacial Energy's agreement with such third party.

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13.           Waiver. A waiver oy either Party of any breach of this Agreement, or the failure of either Party to enforce any rights under (his Agreement, will not in any way affect, limit, or waive that Party's right to enforce and compel strict compliance with other terms or provisions of this Agreement or to pursue any claim for non-performance or breach of a like kind or of another nature.

14.           Damages for Breach. UNLESS OTHERWISE EXPRESSLY PROVIDED HEREIN, ANY LIABILITY UNDER THIS AGREEMENT WITH RESPECT TO EITHER PARTY WILL BE LIMITED TO DIRECT ACTUAL DAMAGES AS THE SOLE AND EXCLUSIVE REMEDY. AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. NEITHER PARTY WILL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL PUNITIVE. EXEMPLARY OR INDIRECT DAMAGES, INCLUDING LOST PROFITS OR OTHER BUSINESS INT ERRUPTION DAMAGES. WHETHER IN TORT OR CONTRACT. UNDER ANY INDEMNITY PROVISIONS OR OTH RWISE IN CONNECTION WITH THIS AGREEMENT. THE LIMITATIONS IMPOSED ON REMEDIES AND DAMAGE MEASUREMENT WILL BE WITHOUT REGARD TO CAUSE, INCLUDING NEGLIGENCE OF ANY PARTY, WHETHER SOLE, JOINT. CONCURRENT, ACTIVE OR PASSIVE. PROVIDED NO SUCH LIMITATION SHALL APPLY TO DAMAGES RESULTING FROM THE WILLFUL MISCONDUCT OF ANY PARTY.

15.           Representations and Warranties. Each of the Parties represents thai the information supplied is true and correct; \l is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has the legal right, power and authority to conduct its business and execute and perform its obligations hereurtder; it is financially able to continue its business activities in the manner currently being conducted and is not aware of any situation which would alter such financial ability or its ability to perform its obligations; this Agreement constitutes a legal, valid and binding act and obligation of it, enforceable in accordance with iis terms, subjecl to bankruptcy, insolvency and other laws affecting creditor's rights generally; and its has all necessary licenses, permits and registrations required to perform its obligations under this Agreement.

16.           Entire Agreement. This Agreement, including all exhibits attached hereto and incorporated herein by reference, contains the entire understanding between and among the Parties and supersedes any prior understandings and agreements among them with respect to the subject matter of this Agreement.

17.           General Provisions.

(a)           Severability. If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect,

(b)           Successors and Assigns. This Agreement will be binding upon Agent's heirs, executors, administrators and other legal representatives and will be for the benefit of Glacial Energy, its successors, and its assigns.

18.           Acknowledgements by Agent. The Agent acknowledges and agrees to each of the following items:

(a)           It is executing this Agreement voluntarily and without any duress or undue influence by Glacial Energy or anyone else; and

(b)           It has carefully read this Agreement. Agent has asked any questions needed for it to understand the terms, consequences and binding effect of this Agreement and fully understand them, including lhat Agent is waiving his right to a jury trial by signing below; and

(c)           It sought the advice of an attorney of his choice If Agent wanted to before signing this Agreement,

Accepted and Agreed	Accepted and Agreed
For Glacial Energy of New Jersey, Inc.	For Agent:
Regional Director	/s/ Robert Holdsworth
	Robert Holdsworth, President

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Attachment A to Agent Agreement

PAYMENT TERMS

AMOUNT: The amount to be paid by Glacial Energy to Agent shall be determined by applying the following calculation to the Agent Fee Rate provided for in Attachment 8, the Customer Addition Addendum.

CALCULATION OF FEE: Agent Fee Rate multiplied by the number of kWhs reflected in Customer's [Benchmark Quantities / Historical consumption / Estimated usage] for switched accounts only, which [Benchmark Quantities] are set forth in the Glacial Energy Customer Agreement between Glacial Energy and Customer; provided that Glacial Energy reserves the right, at its sole option, to calculate the current Fee (or to adjust the current Fee based upon a reconciliation with a previous Fee payment) using the number of kWhs actually consumed, billed to and/or the amount actually collected from, Customers during a payment period; and provided further that Glacial Energy reserves the right to withhold payment of the final Agent's Fee until all consumption data ha s been received from the Utility.

PAYMENT SCHEDULE: Commissions are paid only on accounts that are current and not past due. Commission payments are subject to meter read, start dates , payment terms, billing cycles and receipt of payment, therefore, it may take 120 - 150 days to receive commission payments after enrollment of a customer.

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Attachment B to Agent Agreement

CUSTOMER ADDITION ADDENDUM TO GLACIAL ENERGY AGENT AGREEMENT

THIS ADDENDUM TO THE GLACIAL ENERGY AGENT AGREEMENT ("Addendum') is entered into this  22 day of  February 2010 by and between Glacial Energy of New Jersey, Inc. ("Glacial    Energy") and Energy Edge Technologies Corp. ("Agent"). Glacial Energy and Agent entered into a Glacial Energy Agent Agreement (“Agreement”) dated 02-22-10. This Addendum sets forth the Parties' mutual agreement to amend the Agreement as follows:

Agent Fee Rate $0.001 per kWh sold and paid for by customer in full.
Agreed EFT Rate:	Full (100%) Agreed upon Commission Rate
Agreed Wire Rate:	Half (50%) ofAgreead Commission rate
Agreed Credit Card Rate	Half (50%) of Agreed Commission rate
Agreed Check Rate	One Third (33%) of Agreed Commission rate

Agent represents that it has validly and legally obtained from Customer all required consents and permissions allowing Agent to represent Customer in the process of procuring electric energy, including the right to request and provide Customer usage history and to empower Glacial Energy to request such information. Agent understands that Glacial Energy will require Customer's signature on the execution copies of the Glacial Energy Customer Agreement and all related documents.

Except as specifically amended herein, the terms and conditions of the Agreement shall remain in full force and effect as written.

IN WITNESS WHEREOF, the Parties, by their respective duly authorized representatives, have executed this Addendum as of the Addendum Date.

Accepted and Agreed	Accepted and Agreed
For Glacial Energy of New Jersey, Inc.	For Agent:
Regional Director	/s/ Robert Holdsworth
	Robert Holdsworth, President

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Agent Contact

AGENT'S NAME: Energy Edge Technology Corp.

(must match W-9 & Agreement)

Agent's Taxpayer Identification #:   52-2439239 (must match W-9 Part 1)

Agent's Address:  1200 Route 22 East, Suite 2000

City, State, Zip: Bridgewater, NJ 08807

Agent's contact Phone #: 888-729-5722

Agent's cell Phone #: 908-500-1643                     

Agent's Fax #: 866-302-2255

Agent's Email Address: rholdsworth@energet.com

Bank Institution: Bank of America

Account#: 009421402578

Routing #: 02120033a

Agent Supervisor (Glacial Rep): _______________

Which State(s) will be marketing in: ____________                                                                                               

Check that you included:  

üW-9   

üAgreement + Attachments A & B

üThis cover page

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Form W-9	Request for Taxpayer	Give form to the
(Rev November 2005)	Identification Number and Certification	requestor. Do not
Department of the Treasury Internal Revenue Service		send to the IRS.

Name (as shown on your income tax return)

Energy Edge Technologies Corp.

Business name, if different from above

Check appropriate box: o Individual/Sole proprietor     þ  Corporation     o  Partnership     o   Other »                           o   Exempt from backup witholding

Address (number, street, and apt. or suite no.)                                                          Requestor's name and address (optional)

1200 Route 22 East, Suite 2000

City, state, and ZIP code

Bridgewater NJ 08807

List account number(s) here (optional)

Part I     Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box.  the TIN provided must match the name given on Line 1 to avoid backup witholding.  For individuals, this is your social security number (SSN).  However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3.  For other entities, it is your employer identification number (EIN).  If you do not have a number, see How to get a TIN on page 3.   Note.  If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter. Social security number   _ _ _ - _ _ - _ _ _ _   or   Employer identification number 52-2439239

Part II     Certification

Under penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waitin gfor a number to be issued to me), and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

3. I am a U.S. person (including a U.S. resident alien).

Certification instructions.  You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.  For real estate transactions, item 2 does not apply.  For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN.  (See the instructions on page 4.)

Sign   ¦ Signature or

Here      U.S. person »  /s/  Robert Holdsworth                                                                                 Date »  2-22-10

Purpose of Form

A person who is required to file an information return with the IRS, must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.   U.S. person.  Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requestion it (the requester) and, when applicable, to:    1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued).    2. Certify that you are not subject to backup withholding, or    3. Claim exemption from backup withholding if you are a U.S. exempt payee.    In 3 above, if applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income.   Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form @-9.   For federal tax purposes, you are considered a person if you are: ● An individual who is a citizen or resident of the United States. ● A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, or ● Any estate (other than a foreign estate) or trust.  See Regulations sections 301.7701-6)a) and 7(a) for additional information.   Special rules for partnerships.  Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax.  Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income.   The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases:   ● The U.S. owner of a disregarded entity and not the entity,

Cat. No. 10231X

AGENT'S NAME:  Energy Edge Technologies Corp.

AGENT'S ADDRESS:  1200 Route 22 East, Suite 2000

                                         Bridgewater NJ 08807

AGENT'S CONTACT PHONE #:  888-729-5722 X100

AGENT'S CELL PHONE #: 908-500-1643

AGENT'S FAX #:  866-302-2255

AGENT'S EMAIL ADDRESS: choldsworth@energyet.com

AGENT'S SOCIAL SECURITY/TAX ID#:  52-2439239

AGENT SUPERVISOR:

WHICH STATE(S) WILL BE MARKETING IN: 

EX-10.10 14 ex10-10.htm ECUBE INDEPENDENT SALES REP AGREEMENT

Exhibit 10.10

Date

Name

Address

City, State, Zip

Dear Energy Edge Technologies Corp.:

This will confirm your engagement as an independent sales representative for eCube Solutions, LLC (hereinafter referred to as "the Company") under the following terms and conditions:

1.     You will devote your best efforts to the solicitation of appointments resulting in sales of eCube to users of commercial refrigeration equipment located in the United States on a non-exclusive basis.

2.     You are hereby retained as an independent contractor and not as an employee of the Company. As an independent contractor, you shall be solely responsible to pay all applicable

taxes arising from payments made to you by the Company, including, but not limited to, social security, self-employment taxes and disability insurance. You are not entitled to participate in any Company plans, arrangements or distributions pertaining to any pension, stock, bonus, profit sharing or similar benefits.

3.     You agree to indemnify and hold the Company harmless from any and all liability, claims, demands or requirements imposed by federal or state law upon self-employed individuals arising from payments made to you under this Agreement.

4.     You agree to bear all expenses incurred in your sales endeavors except those which the Company agrees to pay for in writing.

5.     You agree to make no representations, warranties or commitments binding the Company without the Company's prior consent. You will execute no agreement on behalf of the Company nor shall you hold yourself out as having such authority. In addition, you warrant and represent to the Company that you are free to enter into this Agreement and that this does not violate any agreement heretofore made by you.

6.     You agree to sell and/or purchase eCube and related-service parts and accessories solely and exclusively from the Company and further agree that this paragraph shall survive termination of this agreement for any reason.

-1-

7.     The Company has the sole right to establish, alter or amend eCube specifications, prices, delivery schedules and discounts, and the Company will give you timely notice of any and all changes.

8.     In full payment for all services rendered by you, the Company shall pay you a commission of 20% of the gross selling when eCube is sold at list price. Sales below list price must be approved by the Company in writing and may result in a commission of 5-20%, at the discretion of the Company. The Company shall pay a split commission for any orders involving more than one sales representative and reserves the right to allocate or split the commission in a manner it deems most reasonable to best reward the sales representative who had greatest influence on the sale.

9.     All orders are subject to acceptance by the Company and the Company may reject an order at any time for any reason.

10.      You agree to assist the Company in all collection efforts from non-paying customers upon our request. Notwithstanding the foregoing, the Company shall deduct commission on credits, returns, and bad debts from your commissions as they become due. For the purposes of this Agreement, bad debts are defined as uncollectible invoices exceeding 120 days.

11.      You covenant and agree that during the term of this Agreement, you shall not sell, promote or offer for sale, directly or indirectly, any product which might in any way be deemed competitive to eCube and that you prese ntly carry no line which is competitive with said product. Notwithstanding the foregoing, you agree to notify the Company in writing of all future products with the name of the manufacturer you intend to carry, competing, or otherwise, before your representation of same. This covenant shall become a material part of this Agreement.

12.       Both parties acknowledge that the Company is entering into this Agreement due to your special, unique and extraordinary skills. Accordingly, this Agreement may not be transferred, sold or assigned to any other individual, corporation, partnership or joint venture without the Company's prior approval.

You hereby covenant, warrant and represent that you will keep confidential, both during the term of this Agreement and forever after its termination, all information obtained from the Company with respect to all trade secrets, proprietary matters, business procedures, customer lists, needs of customers, manufacturing processes and all matters which are competitive and confidential in nature, and will not disclose thi s information to any person, firm, corporation or other entity for any purpose or reason whatsoever. The Company shall be entitled to an injunction restraining you from disclosing this information in the event of a breach or threatened breach of the provisions of this paragraph.

-2-

14.       Any claim or controversy arising among or between the parties hereto and any claim or controversy arising out of or respecting any matter contained in this Agreement or any difference as to the interpretation of any of the provisions of this Agreement shall be settled by arbitration in Mendham, NJ by three (3) arbitrators under the then prevailing rules of the American Arbitration Association.

15.       In any arbitration involving this Agreement, the arbitrators shall not make any award which will alter, change, cancel or rescind any provision of the Agreement and their award shall be consistent with the provisions of this Agreement. Any such arbitration must be commenced no la ter than One (1) year from the date such claim or controversy arose. The award of the arbitrators shall be final and binding and judgment may be entered in any court of competent jurisdiction. In addition to the foregoing, the Company may apply to any court of appropriate jurisdiction for any of the provisional remedies it may be entitled to, including but not limited to injunction, attachment or replevin, pending the determination of any claim or controversy pursuant to the arbitration provis ions of this Agreement.

16.       Service of process and notice of arbitration of any and all documents and papers may be made either by Certified or Registered mail, addressed to either party at the addresses listed in the Agreement.

17.       The Agreement is being made by each of the parties after each party has had an opportunity to fully review, analyze, and obtain legal counsel with respect to this Agreement and all of its terms.

18.       Nothing in this Agreement shall be construed to constitute you as a partner, affiliate or employee of the Company.

19.       This Agreement forms the entire understanding between the parties. It cancels and supersedes all prior agreements and understandings.

20.       There shall be no change, amendment or modification of any of the terms of this Agreement unless it is reduced to writing and signed by both parties.

21.       If any provision of this Agreement is held by a court of competent jurisdiction or arbitration to be unenforceable, the remainder of the Agreement shall remain in full force and effect and shall in no way be impaired.

22.       This Agreement shall be governed by the laws of the State of New Jersey.

Signature page follows.

-3-

Your signature indicates your acceptance of the terms and conditions herein. This letter constitutes our entire agreement and may not orally modify or extended.

Very truly yours,

eCube Solutions, LLC

("the Company")

By: ________________ Edward T. Whitney   Managing Director

Consented and Agreed:

By: /s/ Robert Holdsworth Robert Holdsworth President   11-25-09

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EX-10.11 15 ex10-11.htm VICTAULIC ENGINEERING PO

Exhibit 10.11

Fax #866-302-2255 ******************* *CONFIRMING ORDER* *DO NOT DUPLICATE * *******************	PURCHASE ORDER	163812	Page 1
VICTAULIC			Rev
	Ship\  ALBURTIS FOUNDRY To   /  VICTAULIC             8023 QUARRY RD.             ALBURTIS, PA             18011 USA

Date  1/14/10

Terms   net 30

FOB

Buyer  0 Conf   ROBERT           03477 To     ENERGY EDGE TECHNOLOGIES CORP           33 CHESTNUT TRAIL           FLEMINGTON   NJ 08822 Ship Via Mark For Mail invoices to: Victaulic Box 31   Easton, PA 18044-0031   (610) 559-3300

VICTAULIC PART#, PURCHASE ORDER#, DESCRIPTION, QUANTITY, NET & GROSS WEIGHT MUST APPEAR ON ALL CORRESPONDENCE, INVIOCES, PACKAGES & SHIPPING PAPERS.  VICTAULIC TERMS & CONDITIONS APPLY.  CALL 610-923-3034 FOR A COPY IF NOT ON FILE W/YOUR CO.

>>PLEASE ACKNOWLEDGE RECEIPT OF THIS PO BY EMAIL OR FAX TO APPROPRIATE BUYER<<

It#	Quantity	Unt	Description	Date Req In Plant	Unit Price	Total
1	1	EA	LEGAL
			DRW#	2/28/10	9250.0000	9250.00
			SPECS:	REV#		.00
			LEGAL & PROF. SERVICES
			Energy audit per proposal.
					TOTAL TAX	.00
				PURCHASE ORDER TOTAL		9250.00
				MICHAEL J. CAHOON TEL: 610-559-3306   FAX: 610-923-3050 EMAIL: MCAHOON@VICTAULIC.COM

EX-10.12 16 ex10-12.htm BOARD MEMBER AGREEMENT - ROBERT HOLDSWORTH

Exhibit 10.12

Board Member Contract

As a member of the Board of Directors of Energy Edge Technologies Corp, I have a legal and fiduciary responsibility to ensure that the Company does the best work possible in pursuit of its goals and in the interests of the Company’s shareholders. I support the purpose and mission of the Company and pledge my commitment to assist in carrying out its work.

As a board member, I will consistently act responsibly and prudently. I understand my duties to include:

1. Legal, fiscal and fiduciary responsibility, along with my fellow board members, for the well-being of this Company and its shareholders. As such, it is my responsibility to:

· Assist in raising funds for the company pre-ipo and post public.

· International Expansion Efforts and Contact contribution

· Joint ventures and strategic alliance facilitation

· Advisory with respect to banking services relating to Energy Edge Technologies

· Facilitating finance solutions for company and clients to grow the company

· Assist in promoting stock

· Take company on road shows to various broker dealers when company gets listed on the NASDAQ.

· Assist in expanding Energy Edge sales force

· Corporate equity/debt issuance and follow on financings

2. Attendance at 5 board meetings per year mandatory. Should I be unable to attend a meeting, I will, if needed, be available for telephone consultation. Additionally, I will serve on at least one board committee.

3. Working in good faith with my fellow board members and staff toward the achievement of the Company’s goals. Should I fail to fulfill these commitments to the Company, I understand that the Board Chairman will call upon me to discuss my responsibilities. Should there come a time where I am no longer able to fulfill my obligations to the Company, it will be my responsibility to resign my position as a member of the Board of Directors.

As a board member, I understand that the Company will be responsible to me in the following ways:

1. I will be sent, without request, quarterly financial reports and an update of Company all activities that allow me to meet the “prudent person” standards of the law. Further, I expect that I will have information about programs and policies, goals and objectives as appropriate.

2. Opportunities will be provided for me to discuss with the Chairman and the Officers of Company, the Company’s programs, goals, activities and status.

3. It is expected that board members and the Chairman will respond in a straightforward fashion to questions that I feel are necessary to carry out my fiscal, legal and fiduciary responsibilities to the Company.

4. Board members and the Chairman will work in good faith with me towards achievement of our goals.

5. If the Company does not fulfill its commitments to me, I may call upon the Chairman to discuss the Company’s responsibilities to me.

6. The Company will carry directors’ and officers’ liability insurance.

7. My compensation for service as a Board Member shall be 200,000 shares and $50,000 in options per annum.

_________________________________

Name:    Robert Holdsworth

Title:      Chairman

Date:      6-23-2010

_________________________________

Name:      Robert Holdsworth

Date:        6-23-2010

EX-10.13 17 ex10-13.htm BOARD MEMBER AGREEMENT - JOHN J. GERACE, PH.D

Exhibit 10.13

Board Member Contract

As a member of the Board of Directors of Energy Edge Technologies Corp, I have a legal and fiduciary responsibility to ensure that the Company does the best work possible in pursuit of its goals and in the interests of the Company's shareholders. I support the purpose and mission of the Company and pledge my commitment to assist in carrying out its work,

As a board member, I will consistently act responsibly and prudently. I understand my duties to include:

1. Legal, fiscal and fiduciary responsibility, along with my fellow board members, for the well-being of this Company and its shareholders. As such, it is my responsibility to:

•      Assist in raising funds for the company pre-IPO and post public

•      International Expansion Efforts and Contact contribution

•      Joint ventures and strategic alliance facilitation

•      Advisory with respect to banking services relating to Energy Edge Technologies

•      Facilitating finance solutions for company and clients to grow the company

•      Assist m promoting stock and introducing quality IR firms

• Introduce company to brokers and equity traders to create public awareness of stock

• Take company on road shows to various broker dealers when company gets listed on the NASDAQ.

•      Assist in expanding Energy Edge sales force through my connections

•       Corporate equity/debt issuance and follow on financings

2. Attendance at 5 board meetings per year mandatory. Should I be unable to attend a  meeting, I will, if needed, be available for telephone consultation. Additionally, I will serve on at least one board committee.

3. Working in good faith with my fellow board members and staff toward the achievement of the Company's goals. Should I fail to fulfill these commitments to the Company, I understand that the Board Chairman will call upon me to discuss my responsibilities. Should there come a time where I am no longer able to fulfill my obligations to the Company, it will be my responsibility to resign my position as a member of the Board of  Directors.

As a board member, I understand that the Company will be responsible to me in the following ways:

1. I will be sent, without request, quarterly financial reports and an update of Company all activities that allow me to meet the "prudent person" standards of the law. Further, I expect that I will have information about programs and policies, goals and objectives as appropriate.  

2. Opportunities will be provided for me to discuss with the Chairman and the Officers of  Company, the Company's programs, goals, activities and status.

-1-

3. It is expected that board members and the Chairman will respond in a straightforward fashion to questions that I feel are necessary to carry out my fiscal, legal and fiduciary  responsibilities to the Company.

4. Board members and the Chairman will work in good faith with me towards achievement of our goals.

5. If the Company does not fulfill its commitments to me, I may call upon the Chairman to discuss the Company's responsibilities to me.

6.     The Company will carry directors' and officers' liability insurance.

7. My compensation for service as a Board Member shall be 200,000 shares and $50,000 in options per annum.

/s/ Robert Holdsworth

Name: Robert Holdsworth

Title: Chairman

Date:6-23-2010

/s/ John Gerace

Name: John Gerace, Ph.D.

Date: 06-23-10

-2-

EX-10.14 18 ex10-14.htm BOARD MEMBER AGREEMENT - YIN HU

Exhibit 10.14

Board Member Contract

As a member of the Board of Directors of Energy Edgy Technologies Corp, I have a legal and fiduciary responsibility to ensure that the Company does the best work possible in pursuit of its goals and in the interests of the Company's shareholders. I support the purpose and mission of the Company and pledge my commitment to assist in carrying out its work.

As a board member. I will consistently act responsibly and prudently. I understand my duties to include:

1. Legal, fiscal and fiduciary responsibility, along with my fellow board members, for the well-being of this Company and its shareholders. As such, it is my responsibility to:

• Be familiar with our budget and take an active part in the budget planning process.

•      Know and approve all policies and programs and oversee their implementation.

•      Take responsibility for making decisions on Company issues and board matters.

• Interpret the Company's work and values to the community, represent the Company and serve as a spokesperson.

•      Keep up-to-date on the business of the Company.

• Recuse myself from discussions, decisions and votes where I may have a conflict of interest.

• Chinese   expansion   director.   China's   large   and   fast   growing   economy, unprecedented large scale urbanization and rapidly growing middle class present a golden opportunity for Energy Edge. Expending into the Chinese market is potentially a very successful business development strategy for the Company. At the same time, because of this potential, a presence in China would give Energy Edgy a higher valuation by the investment community. Also, business in China as well as in other Asian countries and regions would give more diversified business compositions for the Company.

With the experience of founding a foreign company and a joint venture company in China and running business there, I will help Energy Edgy to form a viable expansion plan in the very unique business environment there. I will provide advice on forming joint ventures and strategic alliances in China to avoid common mistakes a lot US firms made in Chinese business environment. And if needed. I shall directly participate in the process.

• I have been working in US as a licensed securities broker-dealer for about 13 years. I founded and managed a FINRA/SIPC member broker-dealer. Currently I have licenses in General securities (Serious 7). General Securities Principal (Series 24), Research Analyst and Supervising (Serious 86 and 87), Registered Option Principal (Serious 4), Financial and Operations Principal (Series 28).

As Energy Edgy develops, one of the major areas of work will be dealing with equity and debt markets, and various parties who regulate, invest and facilitate transactions in these markets. With my expertise in security markets, I will participate in the Company's planning, policy forming and strategic decision making in equity and debt finance issues. And I shall advise on the Company's ongoing relationship with the financial markets as well as providing corporate valuations to gage company growth ongoing.

-1-

2. Attendance at 5 board meetings per year mandatory. Should I be unable to attend a meeting. I will, if needed, be available for telephone consultation. Additionally, I will serve on at least one board committee.

3. Working in good faith with my fellow board members and staff toward the achievement of the Company's goals. Should I fail to fulfill these commitments to the Company, I understand that the Board Chairman will call upon me to discuss my responsibilities. Should there come a time where I am no longer able to fulfill my obligations to the Company, it will be my responsibility to resign my position as a member of the Board of Directors.

As a board member, I understand that the Company will be responsible to me in the following ways:

1. I will be sent, without request, quarterly financial reports and an update of Company all activities that allow me to meet the "prudent person" standards of the law. Further, I expect that I will have information about programs and policies, goals and objectives as appropriate.

2. Opportunities will be provided for me to discuss with the Chairman and the Officers of Company, the Company's programs, goals, activities and status.

3. It is expected that board members and the Chairman will respond in a straightforward fashion to questions that I feel are necessary to carry out my fiscal, legal and fiduciary responsibilities to the Company.

4. Board members and the Chairman will work in good faith with me towards achievement of our goals.

5. If the Company does not fulfill its commitments to me. I may call upon the Chairman to discuss the Company's responsibilities to me.

6.     The Company will carry directors" and officers' liability insurance.

7. My compensation for service as a Board Member shall be 200,000 shares and $50.000 in options per annum, plus the following costs current market value.

/s/ Robert Holdsworth

Name: Robert Holdsworth

Title: Chairman

Date: 06-23-10

/s/ Yin Hu

Name: Yin Hu

Title: Director

Date: 06-23-10

-2-

EX-10.15 19 ex10-15.htm BOARD MEMBER AGREEMENT - WARREN FELLUS

Exhibit 10.15

Board Member Contract

As a member of the Board of Directors of Energy Edge Technology, I have a legal and fiduciary responsibility to ensure that the Company does the best work possible in pursuit of its goals and in the interests of the Company's shareholders. I support the purpose and mission of the Company and pledge my commitment to assist in carrying out its work.

As a board member. I will consistently act responsibly and prudently. 1 understand my duties to include:

1. Legal, fiscal and fiduciary responsibility, along with my fellow board members, for the well-being of this Company and its shareholders. As such, it is my responsibility to:

•     Assist in raising funds for the company pre-ipo and post public.

•     International Expansion Efforts and Contact contribution

•     Joint ventures and strategic alliance facilitation

•     Advisory with respect to banking services relating to Energy Edge Technologies

•     Facilitating finance solutions for company and clients to grow the company

•     Assist in promoting stock and introducing quality IR firms

•     Introduce company to brokers and equity traders to create public awareness of stock

•     Take company on road shows to various broker dealers when company gets listed on the NASDAQ.

•     Assist in expanding Energy Edge sales force through my connections

•     Corporate equity/debt issuance and follow on financings

2. Attendance at 5 board meetings per year mandatory. Should I be unable to attend a meeting, I will, if needed, be available for telephone consultation. Additionally, I will serve on at least one board committee.

3. Working in good faith with my fellow board members and staff toward the achievement of the Company's goals. Should I fail to fulfill these commitments to the Company, I understand that the Board Chairman will call upon me to discuss my responsibilities. Should there come a time where I am no longer able to fulfill my obligations to the  Company, it will be my responsibility to resign my position as a member of the Board of  Directors.

As a board member, 1 understand that the Company will be responsible to me in the following ways:

1. I will be sent, without request, quarterly financial reports and an update of Company all activities that allow me to meet the "prudent person" standards of the law. Further. I expect that I will have information about programs and policies, goals and objectives as appropriate.  

2. Opportunities will be provided for me to discuss with the Chairman and the Officers of Company, the Company's programs, goals, activities and status.

-1-

3. It is expected that board members and the Chairman will respond in a straightforward fashion to questions that I feel are necessary to carry out my fiscal, legal and fiduciary responsibilities to the Company.

4. Board members and the Chairman will work in good faith with me towards achievement  of our goals.

5. If the Company does not fulfill its commitments to me, I may call upon the Chairman to discuss the Company's responsibilities to me.

6.     The Company will carry directors' and officers' liability insurance.

7. My compensation for service as a Board Member shall be 200,000 shares and $50,000 in options per annum, plus the following costs current market value.

/s/ Robert Holdsworth

Name: Robert Holdsworth

Title: Chairman

Date: 06-22-10

/s/ Warren Fellus

Name: Warren Fellus

Title:

Date: 06/22/10

-2-

EX-10.16 20 ex10-16.htm MANGAR INDUSTRIES INVOICE

Exhibit 10.16

INVOICE

INVOICE # 17218

DATE: FEBRUARY 8, 2010

33 Chestnut Trail, Flemington New Jersey 08822

Phone 1-888-729-5722 Fax 1-866-302-2255

www.energyet.com

INVOICE:	DELIVERY:
Mangar Industries Inc	Mangar Industries Inc
97 Britain Drive	97 Britain Drive
New Britain, PA 18 90	New Britain, PA 18 90

CONTACT	JOB	SHIPPING METHOD	SHIPPING TERMS	DELIVERY DATE	PAYMENT TERMS	INVOICE #
J. Gerace	Energy Cost Reduction Project	n/a	n/a	Delivered	Immediate	17218

QTY	ITEM #	DESCRIPTION	UNIT PRICE	ADD ON	LINE TOTAL
1	n/a	Turnkey Energy Cost Reduction Project	$61,033	n/a	$61,033.00
			TOTAL ADD ON	0
			TOTAL		$61,033.00
			PAID		$30,516,50
			TOTAL		$30,516.50

Make all checks payable to Energy Edge Technologies Corp.

THANK YOU FOR YOUR B USINESS!

-1-

EX-10.17 21 ex10-17.htm FORM OF COMPANY INDEPENDENT CONTRACTOR AGREEMENT

Exhibit 10.17

Independent Representative Agreement

THIS AGREEMENT, is made between Energy Edge Technologies Corporation (hereafter referred to as the Company), and Contractor, LLC (hereafter referred to as the Contractor).

WHEREAS, The Company and the Contractor wish to enter into a contract agreement governing the terms and conditions of this agreement.

NOW THEREFORE, this agreement witnesses that in consideration of the forgoing and the mutual covenants and agreements set out below and of other good and valuable consideration, the parties hereby agree as follows:

1. Term of Agreement.  This agreement shall continue indefinitely unless terminated in accordance with the provisions of this agreement.

2. Integrity Statement. The Contractor will be expected to conduct business in an honest and professional manor at all times when representing the Company.

3. Remuneration – .  The Contractor shall be paid on a commission basis equal to 50% of gross profit on all qualified sales with joint involvement for new customers from leads provided by the Company or generated by the Contractor (a sale is considered qualified when the Company has received the initial down payment for the sale).  The Company will also provide training, marketing tools, power point sales presentations, customer surveys, engineering and sales support and proposals.  The Contractor shall continue to receive the aforementioned commission for customers with multiple locations that have been introduced to the Company by the Contractor, for the term of this agreement.

4. Relationship.  Under no circumstances is the Contractor; or any associate of the Contractor to be considered as an employee of the Company.

5. Promotions.  The Contractor may promote the Company and the sale of its products and services by any media the Contractor may choose. However, any means of advertising or promotional material not produced by the Company must first be approved by the Company; ensuring that the contractor does not violate or infringe upon the rights of any third party (e.g., copyrights, trademarks, patents, privacy, publicity or other personal or proprietary rights). The Contractor may not alter, modify or change any proprietary materials in any way without express approval of the Company.  All expenses incurred by the Contractor while promoting the Company and its products will be that of the Contractor.

6. Assignment.  The Contractor may not assign this agreement, by operation of law or otherwise, without prior written consent of the Company, and any attempted assignment in violation of this agreement shall be null and void.

7. Termination of Agreement.  This agreement may be terminated at any time, with just cause, by either party with at least (90) days advance notice.  Upon termination of this agreement in accordance with the provisions of this agreement, all outstanding invoices shall be paid in full.  All customer & prospect relationships developed by the Contractor or the Company during the contract period shall become the property of the Company upon termination of this agreement.

8. Vendor Relationships:  The Contractor will be restricted from entering into business relationships with vendors and manufacturers currently used by the Company for 24 months after the termination of this contract.  This includes but is not limited to Myron Zucker, EASI, Alumalight, Intellidyne, HySave, eCube and Telkonet.

9. Entire Agreement.  This agreement constitutes the entire agreement between the parties hereto and contains all of the covenants, representations, and warranties of the respective parties.  There are no oral representations or warranties between the parties of any kind.  This Agreement may not be amended in any respect except by written instrument, signed by the parties.  Any oral amendments or modifications will be of no force or effect and will be void.

IN WITNESS WHEREOF the parties have executed this agreement as of the date first above written.

________________________	____________________________
Robert Holdsworth, President	Contractor
Energy Edge Technologies Corp.	Contractor, LLC

EX-14.1 22 ex14-1.htm CODE OF ETHICS

Exhibit 14.1

Energy Edge Technologies Corporation Code of Ethics

Applicability

This Code of Business Conduct and Ethics applies to all officers, directors and employees of Energy Edge Technologies Corporation (“EETC”), and each reference to EETC or its employees includes all the subsidiaries, operating companies and other businesses wholly or substantially owned or controlled by EETC and all of their employees. The word “employees” and references to you and yours used in this Code includes all employees, officers and, when they are acting on behalf of EETC, the directors of the company as well.

Obligation to Community and Shareholders

EETC is committed to honesty, just management, fairness, providing a safe and healthy environment free from the fear of retribution, and respecting the dignity due everyone.

For the communities in which we live and work EETC and its employees are committed to observe sound environmental business practices and to act as concerned and responsible neighbors, reflecting all aspects of good citizenship.

For EETC’s shareholders, EETC is committed to pursuing sound growth and earnings objectives and to exercising prudence in the use of our assets and resources.

Promoting a Positive Work Environment

All employees want and deserve a workplace where they feel respected, satisfied, and appreciated. We respect cultural diversity and recognize that the various communities in which we may do business may have different legal provisions pertaining to the workplace. As such, EETC will adhere to the limitations specified by law in all of its localities, and further, it will not tolerate harassment or discrimination of any kind -- especially involving race, color, religion, gender, age, national origin, disability, and veteran or marital status.

Providing an environment that supports honesty, integrity, respect, trust, responsibility, and citizenship permits EETC the opportunity to achieve excellence in the workplace. While everyone who works for the Company must contribute to the creation and maintenance of such an environment, the executives and management personnel assume special responsibility for fostering a work environment that is free from the fear of retribution and will bring out the best in all. Supervisors must be careful in words and conduct to avoid placing, or seeming to place, pressure on subordinates that could cause them to deviate from acceptable ethical behavior.

Obligation to Yourself, Your Fellow Employees, and the World

EETC and its employees are committed to providing a drug-free, safe, and healthy work environment, and to observe environmentally sound business practices. EETC and its employees will strive, at a minimum, to do no harm and where possible, to make the communities in which we work a better place to live. Each is responsible for compliance with environmental, health, and safety laws and regulations. Observe posted warnings and regulations. Report immediately to the appropriate management any accident or injury sustained on the job, or any environmental or safety concern you may have.

Reporting Ethical Violations

Your conduct in the work environment can reinforce an ethical atmosphere and positively influence the conduct of fellow employees. If you have evidence of a material violation of this Code, it is imperative that you report it immediately.

To report any type of ethics misconduct or violations, it is important to first report to the appropriate level of management. After speaking with management, if you are still feel uncomfortable, or feel uncomfortable speaking with them in the first place (for whatever reason), please follow the complaints procedure posted by EETC. If you feel this procedure does not function correctly, please contact the Corporate Attorney.

To report auditing or accounting matters that you may find to be questionable, please use the procedures established by the company’s Auditing Committee. All submissions will be anonymous and confidential.

You will be protected from retaliation regarding your reports.

Business Conduct and Ethics

EETC requires that all of its employees, regardless of their location, behave in a professional manner. This means that all employees, regardless of their location or position, hold themselves to the highest professional standard as well as the highest personal standard. They are required to treat all other employees, management, clients and third parties in the same professional manner. All employees are required to alert the proper management to any suspected questionable or illegal acts they hear about or observe. You will not be penalized for these actions or for your suspicions. These statements concern frequently raised business and ethical conduct and concerns. Violation of standards set in this Code of Ethics will result in corrective action, including possible termination.

Compliance with Laws

General: It is the policy at EETC that employees comply with the rules and regulations that apply with the business, in the United States and in other countries.

Employment Matters: EETC and its employees will comply with the applicable employment laws, including: wages, hours, benefits and the minimum age for employment. While the aforementioned requirements must be met by all employees for their respective job description, EETC will not exclude any person from equal opportunity provided by the law. Employees are expected to respect the rights of other employees and/or third parties, and interactions are to be free from any type of harassment, slander, insult or other form of discrimination.

Environmental Matters: Policy states that all employees will respect and obey the applicable laws of protecting the environment. In addition, employees will respect the established environmental policies and procedures.

Fair Competition and Antitrust Laws: EETC and its employees will abide by all applicable fair competition and antitrust laws; these laws ensure that EETC competes in a fair and honest manner. It is also the duty of these laws to prohibit conduct seeking to reduce or restrain competition. If an employee is unsure whether a contemplated action is unfair competition, please seek assistance from management.

Securities Laws. In its role as a publicly-traded company, EETC and its employees must always be alert to and comply with the security laws and regulations of the United States and other countries.

Federal law and Company policy prohibits officers, directors and employees, directly or indirectly through their families or others, from purchasing or selling company stock while in the possession of material, non-public information concerning the Company.  This same prohibition applies to trading in the stock of other publicly held companies on the basis of material, non-public information. To avoid even the appearance of impropriety, Company policy also prohibits officers, directors and employees from trading options on the open market in Company stock under any circumstances.

Material, non-public information is any information that could reasonably be expected to affect the price of a stock.  If an officer, director or employee is considering buying or selling a stock because of inside information they possess, they should assume that such information is material. It is also important for the officer, director or employee to keep in mind that if any trade they make becomes the subject of an investigation by the government, the trade will be viewed after-the-fact with the benefit of hindsight. Consequently, officers, directors and employees should always carefully consider how their trades would look from this perspective.

Two simple rules can help protect you in this area: (1) Don't use non-public information for personal gain. (2) Don't pass along such information to someone else who has no need to know.

This guidance also applies to the securities of other companies for which you receive information in the course of your employment at EETC.

As a public company, EETC must be fair and accurate in all reports filed with the United States Securities and Exchange Commission.  Officers, directors and management of EETC are responsible for ensuring that all reports are filed in a timely manner and that they fairly present the financial condition and operating results of the Company.

Securities laws are vigorously enforced.  Violations may result in severe penalties including forced sales of parts of the business and significant fines against the Company. There may also be sanctions against individual employees including substantial fines and prison sentences.

The Chief Executive Officer and Chief Financial Officer will certify to the accuracy of reports filed with the SEC in accordance with the Sarbanes-Oxley Act of 2002 and other applicable laws and regulations.  Officers and Directors who knowingly or willingly make false certifications may be subject to criminal penalties or sanctions including fines and imprisonment.

Conflicts of Interest:

Any personal activity, investment or association that could be misconstrued as something that is not good judgment concerning EETC is not acceptable and must be avoided.  It is also not acceptable to exploit your position at EETC for personal gain.  The appearance of conflict of interest should also be avoided. Examples are as follows:

· To cause EETC to engage in business with friends or relatives.

· To prepare to or compete with EETC while still an employee.

· To have a financial interest in EETC’s competitors and/or customers.

· To perform work for a competitor of EETC, any governmental, supplier, customer, or other entity there of. Working with a third party which could impair your performance or judgment or could diminish the time spent working and completing work tasks while at EETC is also prohibited.

Officers, directors and employees are under a continuing obligation to disclose any situation that presents the possibility of a conflict or disparity of interest between the officer, director or employee and the Company.  Disclosure of any potential conflict is the key to remaining in full compliance with this policy.

Business Opportunities:

As an employee, you are responsible for the advancement of EETC’s business when appropriate. You are not allowed to divert business or take business from the company in which it has any interest. Also, you are required to avoid conflicts of interest. (Please see “Conflicts of Interest” to see what constitutes conflicts of interest.)

Gifts, Bribes and Kickbacks:

Kickbacks and bribes are defined as any item that can be used to leverage favorable treatment over others in the company. Employees or families of employees are not to give or receive gifts from EETC customers or suppliers, aside from gifts given or received in the normal course of business and travel. No employee is to receive gifts from customers or potential customers during or as a part of contract negotiations. It is not permitted to accept cash or cash equivalents including: vouchers, checks, money orders, gift certificates, stock or stock options, or loans. Other gifts require permission from proper management. It is requested by EETC that employees avoid putting themselves in compromising positions if the gift were to be made public.  Any employee found paying or receiving any type of bribe or kickback will be termina ted and reported immediately.

International Operations:

EETC handles its affairs to correspond with all pertinent laws and regulations in the countries where it does business. When a conflict occurs between EETC and the practices, laws and customs of another country, EETC will resolve them in an ethical manner. If the issue cannot be resolved consistent with ethical beliefs, EETC will not proceed with the proposed action. The ethical standards reflect the morals and values of the company and are the standards by which they choose to be judged.  EETC, when conducting business overseas, should ensure that all activities are performed in accordance with U.S. laws, including the Foreign Corrupt Practices Act (“FCPA”), which applies to the business transactions both inside the U.S. and in other countries. The FCPA requirements relate to complete and exact financial books an d records, transactions with foreign government officials and prohibitions from directly or indirectly offering to pay, or authorizing payment to, foreign government officials for the purpose of influencing the acts or decisions of foreign officials.  Violation of the FCPA can bring serious penalties. It is obligatory that all employees living or working in non-U.S. countries become familiar with the FCPA and its requirements.  EETC also acts fully in accordance with with all applicable U.S. laws governing imports, exports and the conduct of business with non-U.S. locations. These laws contain limitations on the types of products that may be imported into the United States and the manner in which they are imported. They also prohibit exports to, and most other transactions with, certain countries as well as the cooperation with, or participation in, foreign boycotts of countries that are not boycotted by the United States.

Covering Up Mistakes, Falsifying Records

Falsifying any EETC customer record or third party record is prohibited. Mistakes must be immediately reported and corrected. No mistake should ever be covered up regardless of the type or the scale.

Financial Integrity

EETC’s financials and accounting are based on accuracy, validity and completeness of the information which supports the entries to EETC’s books and records.  All information pertaining to EETC’s books, accounts, records, etc. reflect the transactions and events and adhere to the Generally Accepted Accounting Principles (GAAP), as well as the internal system of controls for EETC investors, creditors and others have significant interest in the financials of the company. It is expected that employees cooperate with EETC’s internal and external auditors and audit function.

An action or actions by an employee which causes false financial reporting by EETC is subject to disciplinary action and possible termination. Examples of unethical accounting are as follows:

· Maintaining any undisclosed or unrecorded funds or “off the book” assets.

· Signing documents that are thought to be inaccurate.

· Making false entries that hide or disguise the true nature of a transaction, and is done with the intention to do so.

· Making payment for a purpose other than any described in the documents supporting the payment.

· Improperly accelerating or deferring the recording of expenses or revenues to achieve financial results or goals.

· The establishment or maintenance of improper, misleading, incomplete or fraudulent account documentation or financial reporting.

Protection and Proper Use of EETC Property

It is the responsibility of each employee to protect EETC’s property from loss of theft.  No employee is allowed to take any of EETC’s property for their own personal use. This includes: software, computers, office equipment or supplies. Also, it is required that EETC employees use their company internet and e-mail systems for company business only and not to send any personal messages or any messages that could be misconstrued as harassing, solicitations or discriminatory. Messages that are unprofessional or in bad taste are also prohibited.  No EETC software may be copied or distributed without proper authorization. Third party software must be properly licensed, and the license agreements for third party software may place various restrictions on the software’s disclosure, use and copying of sof tware as well as any restrictions must be honored.

Confidentiality and Proper Use of EETC Customer or Supplier Information

No EETC employee is allowed to disclose EETC’s customer, confidential information or any propriety information without authorization from proper management. This includes:

· Business methods

· Pricing

· Market data

· Strategy

· Codes

· Research

· Information about current, former or prospective customers

· Information about current, former or prospective employees

Gathering Confidential Information

Employees must not accept, use or disclose improperly attained confidential information.  When obtaining confidential information, employees are not to violate the right of the competitor. When dealing with competitors’ customers, ex-employees or ex-customers, employees must use proper decorum and professionalism. Never ask anyone to violate an agreement that is not complete or is a non-disclosure agreement.

Record Retention

EETC’s business records must be retained for the periods require by, and in accordance with, the specific policies of business units and are to be destroyed only at the expiration of the specific period. Documents pertaining to a pending or threatened litigation, government inquiry or under subpoena or other formal information request are not to be discarded to destroyed, regardless of the time period in which or policy to which they apply.. Employees are not to destroy, alter or conceal any record or obstruct any official proceedings, either personally, in concurrence with or by attempting to influence another person.

Defamation and Misrepresentation of Sales

Aggressive selling by any employee at EETC should not include misstatements, innuendos or rumors about EETC’s competition, its products or financial condition. Making promises regarding EETC’s products is prohibited.

Fair Dealing

It is important to uphold practices of fair dealing. No form of manipulation, concealment, abuse of information or misrepresentation of material facts is allowed. Any other form of unfair dealing is also not allowed. For clarification on these matters, please ask management.

Political Contributions

No company funds are to be contributed directly to political candidates. However, on the employee’s own time and with their own resources, he or she can engage in political activity.

Safety in the Workplace

EETC is committed to providing a safe and healthy workplace.  In order to achieve this, EETC complies with all environment, safety and heath laws and regulations that are applicable to the business.  Each employee is responsible for obeying company policy concerning these matters as well as matters concerning violence, harassment, substance abuse as well as similar workplace matters. EETC is dedicated to the maintenance, the design and the construction of operating facilities that protect its employees and physical resources, which includes requiring the use of adequate protective equipment and measures which insists that all work be done in a safe manner.

Waivers

There shall be no waiver of this Code for any executive officer, exempt by the Board of Directors or a designated committee.  In the event that any such waiver is granted, the waiver will be disclosed to EETC shareholders in the form of an 8-K or by the posting the information on the EETC website, www.EETC.biz.

In Conclusion

You are a guardian of EETC’s ethical standards. Although there are no general rules, if you are in doubt, please ask yourself the following:

· Will my actions be ethical in every regard and do they fully comply with the law and with EETC policy?

· Will my actions have the appearance of impropriety?

· Will my actions be questioned by management, supervisors, fellow employees, customers, family and the general public?

If you feel uncomfortable with any answers to the questions above, do not take the contemplated action without discussing with management. If, after speaking with management, you are still uncomfortable, follow the steps outlined in “Reporting Ethical Violations”. Employees who violate or ignore this Code of Conduct and Ethics, and/or any manager who penalizes one of their subordinates for trying to follow this Code, will be subjected to corrective action that could include immediate termination where appropriate.  However, your actions should be governed by ethics and professionalism and not the treat of corrective action. We hope that you share our beliefs and dedication to ethical behavior and professionalism, as well as maintaining a healthy work environment.  We want to hold ourselves to the highest standard and continue to make EETC a successful company.

EX-23.1 23 ex23-1.htm CONSENT OF INDEPENDENT AUDITOR

Exhibit 23.1

Silberstein Ungar, PLLC CPAs and Business Advisors

Phone (248) 203-0080

Fax (248) 281-0940

30600 Telegraph Road, Suite 2175

Bingham Farms, MI 48025-4586

www.sucpas.com

June 25, 2010

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Energy Edge Technologies Corporation

Bridgewater, NJ 08807

To Whom It May Concern:

Silberstein Ungar, PLLC hereby consents to the use in the Form S-1, Registration Statement under the Securities Act of 1933, filed by Energy Edge Technologies Corporation of our report dated June 2, 2010, relating to the financial statements of Energy Edge Technologies Corporation as of and for the years ending December 31, 2009 and 2008, and the reference to us under the caption “Interests of Named Experts and Counsel”.

Sincerely,

/s/ Silberstein Ungar, PLLC

Silberstein Ungar, PLLC

Bingham Farms, Michigan

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EX-10.10

Exhibit 10.10

Date

Name

Address

City, State, Zip

Dear Energy Edge Technologies Corp.:

This will confirm your engagement as an independent sales representative for eCube Solutions, LLC (hereinafter referred to as "the Company") under the following terms and conditions:

1.     You will devote your best efforts to the solicitation of appointments resulting in sales of eCube to users of commercial refrigeration equipment located in the United States on a non-exclusive basis.

2.     You are hereby retained as an independent contractor and not as an employee of the Company. As an independent contractor, you shall be solely responsible to pay all applicable

taxes arising from payments made to you by the Company, including, but not limited to, social security, self-employment taxes and disability insurance. You are not entitled to participate in any Company plans, arrangements or distributions pertaining to any pension, stock, bonus, profit sharing or similar benefits.

3.     You agree to indemnify and hold the Company harmless from any and all liability, claims, demands or requirements imposed by federal or state law upon self-employed individuals arising from payments made to you under this Agreement.

4.     You agree to bear all expenses incurred in your sales endeavors except those which the Company agrees to pay for in writing.

5.     You agree to make no representations, warranties or commitments binding the Company without the Company's prior consent. You will execute no agreement on behalf of the Company nor shall you hold yourself out as having such authority. In addition, you warrant and represent to the Company that you are free to enter into this Agreement and that this does not violate any agreement heretofore made by you.

6.     You agree to sell and/or purchase eCube and related-service parts and accessories solely and exclusively from the Company and further agree that this paragraph shall survive termination of this agreement for any reason.

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7.     The Company has the sole right to establish, alter or amend eCube specifications, prices, delivery schedules and discounts, and the Company will give you timely notice of any and all changes.

8.     In full payment for all services rendered by you, the Company shall pay you a commission of 20% of the gross selling when eCube is sold at list price. Sales below list price must be approved by the Company in writing and may result in a commission of 5-20%, at the discretion of the Company. The Company shall pay a split commission for any orders involving more than one sales representative and reserves the right to allocate or split the commission in a manner it deems most reasonable to best reward the sales representative who had greatest influence on the sale.

9.     All orders are subject to acceptance by the Company and the Company may reject an order at any time for any reason.

10.      You agree to assist the Company in all collection efforts from non-paying customers upon our request. Notwithstanding the foregoing, the Company shall deduct commission on credits, returns, and bad debts from your commissions as they become due. For the purposes of this Agreement, bad debts are defined as uncollectible invoices exceeding 120 days.

11.      You covenant and agree that during the term of this Agreement, you shall not sell, promote or offer for sale, directly or indirectly, any product which might in any way be deemed competitive to eCube and that you prese ntly carry no line which is competitive with said product. Notwithstanding the foregoing, you agree to notify the Company in writing of all future products with the name of the manufacturer you intend to carry, competing, or otherwise, before your representation of same. This covenant shall become a material part of this Agreement.

12.       Both parties acknowledge that the Company is entering into this Agreement due to your special, unique and extraordinary skills. Accordingly, this Agreement may not be transferred, sold or assigned to any other individual, corporation, partnership or joint venture without the Company's prior approval.

You hereby covenant, warrant and represent that you will keep confidential, both during the term of this Agreement and forever after its termination, all information obtained from the Company with respect to all trade secrets, proprietary matters, business procedures, customer lists, needs of customers, manufacturing processes and all matters which are competitive and confidential in nature, and will not disclose thi s information to any person, firm, corporation or other entity for any purpose or reason whatsoever. The Company shall be entitled to an injunction restraining you from disclosing this information in the event of a breach or threatened breach of the provisions of this paragraph.

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14.       Any claim or controversy arising among or between the parties hereto and any claim or controversy arising out of or respecting any matter contained in this Agreement or any difference as to the interpretation of any of the provisions of this Agreement shall be settled by arbitration in Mendham, NJ by three (3) arbitrators under the then prevailing rules of the American Arbitration Association.

15.       In any arbitration involving this Agreement, the arbitrators shall not make any award which will alter, change, cancel or rescind any provision of the Agreement and their award shall be consistent with the provisions of this Agreement. Any such arbitration must be commenced no la ter than One (1) year from the date such claim or controversy arose. The award of the arbitrators shall be final and binding and judgment may be entered in any court of competent jurisdiction. In addition to the foregoing, the Company may apply to any court of appropriate jurisdiction for any of the provisional remedies it may be entitled to, including but not limited to injunction, attachment or replevin, pending the determination of any claim or controversy pursuant to the arbitration provis ions of this Agreement.

16.       Service of process and notice of arbitration of any and all documents and papers may be made either by Certified or Registered mail, addressed to either party at the addresses listed in the Agreement.

17.       The Agreement is being made by each of the parties after each party has had an opportunity to fully review, analyze, and obtain legal counsel with respect to this Agreement and all of its terms.

18.       Nothing in this Agreement shall be construed to constitute you as a partner, affiliate or employee of the Company.

19.       This Agreement forms the entire understanding between the parties. It cancels and supersedes all prior agreements and understandings.

20.       There shall be no change, amendment or modification of any of the terms of this Agreement unless it is reduced to writing and signed by both parties.

21.       If any provision of this Agreement is held by a court of competent jurisdiction or arbitration to be unenforceable, the remainder of the Agreement shall remain in full force and effect and shall in no way be impaired.

22.       This Agreement shall be governed by the laws of the State of New Jersey.

Signature page follows.

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Your signature indicates your acceptance of the terms and conditions herein. This letter constitutes our entire agreement and may not orally modify or extended.

Very truly yours,

eCube Solutions, LLC

("the Company")

By: ________________ Edward T. Whitney   Managing Director

Consented and Agreed:

By: /s/ Robert Holdsworth Robert Holdsworth President   11-25-09

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EX-10.11

Exhibit 10.11

Fax #866-302-2255 ******************* *CONFIRMING ORDER* *DO NOT DUPLICATE * *******************	PURCHASE ORDER	163812	Page 1
VICTAULIC			Rev
	Ship\  ALBURTIS FOUNDRY To   /  VICTAULIC             8023 QUARRY RD.             ALBURTIS, PA             18011 USA

Date  1/14/10

Terms   net 30

FOB

Buyer  0 Conf   ROBERT           03477 To     ENERGY EDGE TECHNOLOGIES CORP           33 CHESTNUT TRAIL           FLEMINGTON   NJ 08822 Ship Via Mark For Mail invoices to: Victaulic Box 31   Easton, PA 18044-0031   (610) 559-3300

VICTAULIC PART#, PURCHASE ORDER#, DESCRIPTION, QUANTITY, NET & GROSS WEIGHT MUST APPEAR ON ALL CORRESPONDENCE, INVIOCES, PACKAGES & SHIPPING PAPERS.  VICTAULIC TERMS & CONDITIONS APPLY.  CALL 610-923-3034 FOR A COPY IF NOT ON FILE W/YOUR CO.

>>PLEASE ACKNOWLEDGE RECEIPT OF THIS PO BY EMAIL OR FAX TO APPROPRIATE BUYER<<

It#	Quantity	Unt	Description	Date Req In Plant	Unit Price	Total
1	1	EA	LEGAL
			DRW#	2/28/10	9250.0000	9250.00
			SPECS:	REV#		.00
			LEGAL & PROF. SERVICES
			Energy audit per proposal.
					TOTAL TAX	.00
				PURCHASE ORDER TOTAL		9250.00
				MICHAEL J. CAHOON TEL: 610-559-3306   FAX: 610-923-3050 EMAIL: MCAHOON@VICTAULIC.COM

EX-10.12

Exhibit 10.12

Board Member Contract

As a member of the Board of Directors of Energy Edge Technologies Corp, I have a legal and fiduciary responsibility to ensure that the Company does the best work possible in pursuit of its goals and in the interests of the Company’s shareholders. I support the purpose and mission of the Company and pledge my commitment to assist in carrying out its work.

As a board member, I will consistently act responsibly and prudently. I understand my duties to include:

1. Legal, fiscal and fiduciary responsibility, along with my fellow board members, for the well-being of this Company and its shareholders. As such, it is my responsibility to:

· Assist in raising funds for the company pre-ipo and post public.

· International Expansion Efforts and Contact contribution

· Joint ventures and strategic alliance facilitation

· Advisory with respect to banking services relating to Energy Edge Technologies

· Facilitating finance solutions for company and clients to grow the company

· Assist in promoting stock

· Take company on road shows to various broker dealers when company gets listed on the NASDAQ.

· Assist in expanding Energy Edge sales force

· Corporate equity/debt issuance and follow on financings

2. Attendance at 5 board meetings per year mandatory. Should I be unable to attend a meeting, I will, if needed, be available for telephone consultation. Additionally, I will serve on at least one board committee.

3. Working in good faith with my fellow board members and staff toward the achievement of the Company’s goals. Should I fail to fulfill these commitments to the Company, I understand that the Board Chairman will call upon me to discuss my responsibilities. Should there come a time where I am no longer able to fulfill my obligations to the Company, it will be my responsibility to resign my position as a member of the Board of Directors.

As a board member, I understand that the Company will be responsible to me in the following ways:

1. I will be sent, without request, quarterly financial reports and an update of Company all activities that allow me to meet the “prudent person” standards of the law. Further, I expect that I will have information about programs and policies, goals and objectives as appropriate.

2. Opportunities will be provided for me to discuss with the Chairman and the Officers of Company, the Company’s programs, goals, activities and status.

3. It is expected that board members and the Chairman will respond in a straightforward fashion to questions that I feel are necessary to carry out my fiscal, legal and fiduciary responsibilities to the Company.

4. Board members and the Chairman will work in good faith with me towards achievement of our goals.

5. If the Company does not fulfill its commitments to me, I may call upon the Chairman to discuss the Company’s responsibilities to me.

6. The Company will carry directors’ and officers’ liability insurance.

7. My compensation for service as a Board Member shall be 200,000 shares and $50,000 in options per annum.

_________________________________

Name:    Robert Holdsworth

Title:      Chairman

Date:      6-23-2010

_________________________________

Name:      Robert Holdsworth

Date:        6-23-2010

EX-10.13

Exhibit 10.13

Board Member Contract

As a member of the Board of Directors of Energy Edge Technologies Corp, I have a legal and fiduciary responsibility to ensure that the Company does the best work possible in pursuit of its goals and in the interests of the Company's shareholders. I support the purpose and mission of the Company and pledge my commitment to assist in carrying out its work,

As a board member, I will consistently act responsibly and prudently. I understand my duties to include:

1. Legal, fiscal and fiduciary responsibility, along with my fellow board members, for the well-being of this Company and its shareholders. As such, it is my responsibility to:

•      Assist in raising funds for the company pre-IPO and post public

•      International Expansion Efforts and Contact contribution

•      Joint ventures and strategic alliance facilitation

•      Advisory with respect to banking services relating to Energy Edge Technologies

•      Facilitating finance solutions for company and clients to grow the company

•      Assist m promoting stock and introducing quality IR firms

• Introduce company to brokers and equity traders to create public awareness of stock

• Take company on road shows to various broker dealers when company gets listed on the NASDAQ.

•      Assist in expanding Energy Edge sales force through my connections

•       Corporate equity/debt issuance and follow on financings

2. Attendance at 5 board meetings per year mandatory. Should I be unable to attend a  meeting, I will, if needed, be available for telephone consultation. Additionally, I will serve on at least one board committee.

3. Working in good faith with my fellow board members and staff toward the achievement of the Company's goals. Should I fail to fulfill these commitments to the Company, I understand that the Board Chairman will call upon me to discuss my responsibilities. Should there come a time where I am no longer able to fulfill my obligations to the Company, it will be my responsibility to resign my position as a member of the Board of  Directors.

As a board member, I understand that the Company will be responsible to me in the following ways:

1. I will be sent, without request, quarterly financial reports and an update of Company all activities that allow me to meet the "prudent person" standards of the law. Further, I expect that I will have information about programs and policies, goals and objectives as appropriate.  

2. Opportunities will be provided for me to discuss with the Chairman and the Officers of  Company, the Company's programs, goals, activities and status.

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3. It is expected that board members and the Chairman will respond in a straightforward fashion to questions that I feel are necessary to carry out my fiscal, legal and fiduciary  responsibilities to the Company.

4. Board members and the Chairman will work in good faith with me towards achievement of our goals.

5. If the Company does not fulfill its commitments to me, I may call upon the Chairman to discuss the Company's responsibilities to me.

6.     The Company will carry directors' and officers' liability insurance.

7. My compensation for service as a Board Member shall be 200,000 shares and $50,000 in options per annum.

/s/ Robert Holdsworth

Name: Robert Holdsworth

Title: Chairman

Date:6-23-2010

/s/ John Gerace

Name: John Gerace, Ph.D.

Date: 06-23-10

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EX-10.14

Exhibit 10.14

Board Member Contract

As a member of the Board of Directors of Energy Edgy Technologies Corp, I have a legal and fiduciary responsibility to ensure that the Company does the best work possible in pursuit of its goals and in the interests of the Company's shareholders. I support the purpose and mission of the Company and pledge my commitment to assist in carrying out its work.

As a board member. I will consistently act responsibly and prudently. I understand my duties to include:

1. Legal, fiscal and fiduciary responsibility, along with my fellow board members, for the well-being of this Company and its shareholders. As such, it is my responsibility to:

• Be familiar with our budget and take an active part in the budget planning process.

•      Know and approve all policies and programs and oversee their implementation.

•      Take responsibility for making decisions on Company issues and board matters.

• Interpret the Company's work and values to the community, represent the Company and serve as a spokesperson.

•      Keep up-to-date on the business of the Company.

• Recuse myself from discussions, decisions and votes where I may have a conflict of interest.

• Chinese   expansion   director.   China's   large   and   fast   growing   economy, unprecedented large scale urbanization and rapidly growing middle class present a golden opportunity for Energy Edge. Expending into the Chinese market is potentially a very successful business development strategy for the Company. At the same time, because of this potential, a presence in China would give Energy Edgy a higher valuation by the investment community. Also, business in China as well as in other Asian countries and regions would give more diversified business compositions for the Company.

With the experience of founding a foreign company and a joint venture company in China and running business there, I will help Energy Edgy to form a viable expansion plan in the very unique business environment there. I will provide advice on forming joint ventures and strategic alliances in China to avoid common mistakes a lot US firms made in Chinese business environment. And if needed. I shall directly participate in the process.

• I have been working in US as a licensed securities broker-dealer for about 13 years. I founded and managed a FINRA/SIPC member broker-dealer. Currently I have licenses in General securities (Serious 7). General Securities Principal (Series 24), Research Analyst and Supervising (Serious 86 and 87), Registered Option Principal (Serious 4), Financial and Operations Principal (Series 28).

As Energy Edgy develops, one of the major areas of work will be dealing with equity and debt markets, and various parties who regulate, invest and facilitate transactions in these markets. With my expertise in security markets, I will participate in the Company's planning, policy forming and strategic decision making in equity and debt finance issues. And I shall advise on the Company's ongoing relationship with the financial markets as well as providing corporate valuations to gage company growth ongoing.

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2. Attendance at 5 board meetings per year mandatory. Should I be unable to attend a meeting. I will, if needed, be available for telephone consultation. Additionally, I will serve on at least one board committee.

3. Working in good faith with my fellow board members and staff toward the achievement of the Company's goals. Should I fail to fulfill these commitments to the Company, I understand that the Board Chairman will call upon me to discuss my responsibilities. Should there come a time where I am no longer able to fulfill my obligations to the Company, it will be my responsibility to resign my position as a member of the Board of Directors.

As a board member, I understand that the Company will be responsible to me in the following ways:

1. I will be sent, without request, quarterly financial reports and an update of Company all activities that allow me to meet the "prudent person" standards of the law. Further, I expect that I will have information about programs and policies, goals and objectives as appropriate.

2. Opportunities will be provided for me to discuss with the Chairman and the Officers of Company, the Company's programs, goals, activities and status.

3. It is expected that board members and the Chairman will respond in a straightforward fashion to questions that I feel are necessary to carry out my fiscal, legal and fiduciary responsibilities to the Company.

4. Board members and the Chairman will work in good faith with me towards achievement of our goals.

5. If the Company does not fulfill its commitments to me. I may call upon the Chairman to discuss the Company's responsibilities to me.

6.     The Company will carry directors" and officers' liability insurance.

7. My compensation for service as a Board Member shall be 200,000 shares and $50.000 in options per annum, plus the following costs current market value.

/s/ Robert Holdsworth

Name: Robert Holdsworth

Title: Chairman

Date: 06-23-10

/s/ Yin Hu

Name: Yin Hu

Title: Director

Date: 06-23-10

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EX-10.15

Exhibit 10.15

Board Member Contract

As a member of the Board of Directors of Energy Edge Technology, I have a legal and fiduciary responsibility to ensure that the Company does the best work possible in pursuit of its goals and in the interests of the Company's shareholders. I support the purpose and mission of the Company and pledge my commitment to assist in carrying out its work.

As a board member. I will consistently act responsibly and prudently. 1 understand my duties to include:

1. Legal, fiscal and fiduciary responsibility, along with my fellow board members, for the well-being of this Company and its shareholders. As such, it is my responsibility to:

•     Assist in raising funds for the company pre-ipo and post public.

•     International Expansion Efforts and Contact contribution

•     Joint ventures and strategic alliance facilitation

•     Advisory with respect to banking services relating to Energy Edge Technologies

•     Facilitating finance solutions for company and clients to grow the company

•     Assist in promoting stock and introducing quality IR firms

•     Introduce company to brokers and equity traders to create public awareness of stock

•     Take company on road shows to various broker dealers when company gets listed on the NASDAQ.

•     Assist in expanding Energy Edge sales force through my connections

•     Corporate equity/debt issuance and follow on financings

2. Attendance at 5 board meetings per year mandatory. Should I be unable to attend a meeting, I will, if needed, be available for telephone consultation. Additionally, I will serve on at least one board committee.

3. Working in good faith with my fellow board members and staff toward the achievement of the Company's goals. Should I fail to fulfill these commitments to the Company, I understand that the Board Chairman will call upon me to discuss my responsibilities. Should there come a time where I am no longer able to fulfill my obligations to the  Company, it will be my responsibility to resign my position as a member of the Board of  Directors.

As a board member, 1 understand that the Company will be responsible to me in the following ways:

1. I will be sent, without request, quarterly financial reports and an update of Company all activities that allow me to meet the "prudent person" standards of the law. Further. I expect that I will have information about programs and policies, goals and objectives as appropriate.  

2. Opportunities will be provided for me to discuss with the Chairman and the Officers of Company, the Company's programs, goals, activities and status.

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3. It is expected that board members and the Chairman will respond in a straightforward fashion to questions that I feel are necessary to carry out my fiscal, legal and fiduciary responsibilities to the Company.

4. Board members and the Chairman will work in good faith with me towards achievement  of our goals.

5. If the Company does not fulfill its commitments to me, I may call upon the Chairman to discuss the Company's responsibilities to me.

6.     The Company will carry directors' and officers' liability insurance.

7. My compensation for service as a Board Member shall be 200,000 shares and $50,000 in options per annum, plus the following costs current market value.

/s/ Robert Holdsworth

Name: Robert Holdsworth

Title: Chairman

Date: 06-22-10

/s/ Warren Fellus

Name: Warren Fellus

Title:

Date: 06/22/10

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EX-10.16

Exhibit 10.16

INVOICE

INVOICE # 17218

DATE: FEBRUARY 8, 2010

33 Chestnut Trail, Flemington New Jersey 08822

Phone 1-888-729-5722 Fax 1-866-302-2255

www.energyet.com

INVOICE:	DELIVERY:
Mangar Industries Inc	Mangar Industries Inc
97 Britain Drive	97 Britain Drive
New Britain, PA 18 90	New Britain, PA 18 90

CONTACT	JOB	SHIPPING METHOD	SHIPPING TERMS	DELIVERY DATE	PAYMENT TERMS	INVOICE #
J. Gerace	Energy Cost Reduction Project	n/a	n/a	Delivered	Immediate	17218

QTY	ITEM #	DESCRIPTION	UNIT PRICE	ADD ON	LINE TOTAL
1	n/a	Turnkey Energy Cost Reduction Project	$61,033	n/a	$61,033.00
			TOTAL ADD ON	0
			TOTAL		$61,033.00
			PAID		$30,516,50
			TOTAL		$30,516.50

Make all checks payable to Energy Edge Technologies Corp.

THANK YOU FOR YOUR B USINESS!

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EX-10.17

Exhibit 10.17

Independent Representative Agreement

THIS AGREEMENT, is made between Energy Edge Technologies Corporation (hereafter referred to as the Company), and Contractor, LLC (hereafter referred to as the Contractor).

WHEREAS, The Company and the Contractor wish to enter into a contract agreement governing the terms and conditions of this agreement.

NOW THEREFORE, this agreement witnesses that in consideration of the forgoing and the mutual covenants and agreements set out below and of other good and valuable consideration, the parties hereby agree as follows:

1. Term of Agreement.  This agreement shall continue indefinitely unless terminated in accordance with the provisions of this agreement.

2. Integrity Statement. The Contractor will be expected to conduct business in an honest and professional manor at all times when representing the Company.

3. Remuneration – .  The Contractor shall be paid on a commission basis equal to 50% of gross profit on all qualified sales with joint involvement for new customers from leads provided by the Company or generated by the Contractor (a sale is considered qualified when the Company has received the initial down payment for the sale).  The Company will also provide training, marketing tools, power point sales presentations, customer surveys, engineering and sales support and proposals.  The Contractor shall continue to receive the aforementioned commission for customers with multiple locations that have been introduced to the Company by the Contractor, for the term of this agreement.

4. Relationship.  Under no circumstances is the Contractor; or any associate of the Contractor to be considered as an employee of the Company.

5. Promotions.  The Contractor may promote the Company and the sale of its products and services by any media the Contractor may choose. However, any means of advertising or promotional material not produced by the Company must first be approved by the Company; ensuring that the contractor does not violate or infringe upon the rights of any third party (e.g., copyrights, trademarks, patents, privacy, publicity or other personal or proprietary rights). The Contractor may not alter, modify or change any proprietary materials in any way without express approval of the Company.  All expenses incurred by the Contractor while promoting the Company and its products will be that of the Contractor.

6. Assignment.  The Contractor may not assign this agreement, by operation of law or otherwise, without prior written consent of the Company, and any attempted assignment in violation of this agreement shall be null and void.

7. Termination of Agreement.  This agreement may be terminated at any time, with just cause, by either party with at least (90) days advance notice.  Upon termination of this agreement in accordance with the provisions of this agreement, all outstanding invoices shall be paid in full.  All customer & prospect relationships developed by the Contractor or the Company during the contract period shall become the property of the Company upon termination of this agreement.

8. Vendor Relationships:  The Contractor will be restricted from entering into business relationships with vendors and manufacturers currently used by the Company for 24 months after the termination of this contract.  This includes but is not limited to Myron Zucker, EASI, Alumalight, Intellidyne, HySave, eCube and Telkonet.

9. Entire Agreement.  This agreement constitutes the entire agreement between the parties hereto and contains all of the covenants, representations, and warranties of the respective parties.  There are no oral representations or warranties between the parties of any kind.  This Agreement may not be amended in any respect except by written instrument, signed by the parties.  Any oral amendments or modifications will be of no force or effect and will be void.

IN WITNESS WHEREOF the parties have executed this agreement as of the date first above written.

________________________	____________________________
Robert Holdsworth, President	Contractor
Energy Edge Technologies Corp.	Contractor, LLC

EX-14.1

Exhibit 14.1

Energy Edge Technologies Corporation Code of Ethics

Applicability

This Code of Business Conduct and Ethics applies to all officers, directors and employees of Energy Edge Technologies Corporation (“EETC”), and each reference to EETC or its employees includes all the subsidiaries, operating companies and other businesses wholly or substantially owned or controlled by EETC and all of their employees. The word “employees” and references to you and yours used in this Code includes all employees, officers and, when they are acting on behalf of EETC, the directors of the company as well.

Obligation to Community and Shareholders

EETC is committed to honesty, just management, fairness, providing a safe and healthy environment free from the fear of retribution, and respecting the dignity due everyone.

For the communities in which we live and work EETC and its employees are committed to observe sound environmental business practices and to act as concerned and responsible neighbors, reflecting all aspects of good citizenship.

For EETC’s shareholders, EETC is committed to pursuing sound growth and earnings objectives and to exercising prudence in the use of our assets and resources.

Promoting a Positive Work Environment

All employees want and deserve a workplace where they feel respected, satisfied, and appreciated. We respect cultural diversity and recognize that the various communities in which we may do business may have different legal provisions pertaining to the workplace. As such, EETC will adhere to the limitations specified by law in all of its localities, and further, it will not tolerate harassment or discrimination of any kind -- especially involving race, color, religion, gender, age, national origin, disability, and veteran or marital status.

Providing an environment that supports honesty, integrity, respect, trust, responsibility, and citizenship permits EETC the opportunity to achieve excellence in the workplace. While everyone who works for the Company must contribute to the creation and maintenance of such an environment, the executives and management personnel assume special responsibility for fostering a work environment that is free from the fear of retribution and will bring out the best in all. Supervisors must be careful in words and conduct to avoid placing, or seeming to place, pressure on subordinates that could cause them to deviate from acceptable ethical behavior.

Obligation to Yourself, Your Fellow Employees, and the World

EETC and its employees are committed to providing a drug-free, safe, and healthy work environment, and to observe environmentally sound business practices. EETC and its employees will strive, at a minimum, to do no harm and where possible, to make the communities in which we work a better place to live. Each is responsible for compliance with environmental, health, and safety laws and regulations. Observe posted warnings and regulations. Report immediately to the appropriate management any accident or injury sustained on the job, or any environmental or safety concern you may have.

Reporting Ethical Violations

Your conduct in the work environment can reinforce an ethical atmosphere and positively influence the conduct of fellow employees. If you have evidence of a material violation of this Code, it is imperative that you report it immediately.

To report any type of ethics misconduct or violations, it is important to first report to the appropriate level of management. After speaking with management, if you are still feel uncomfortable, or feel uncomfortable speaking with them in the first place (for whatever reason), please follow the complaints procedure posted by EETC. If you feel this procedure does not function correctly, please contact the Corporate Attorney.

To report auditing or accounting matters that you may find to be questionable, please use the procedures established by the company’s Auditing Committee. All submissions will be anonymous and confidential.

You will be protected from retaliation regarding your reports.

Business Conduct and Ethics

EETC requires that all of its employees, regardless of their location, behave in a professional manner. This means that all employees, regardless of their location or position, hold themselves to the highest professional standard as well as the highest personal standard. They are required to treat all other employees, management, clients and third parties in the same professional manner. All employees are required to alert the proper management to any suspected questionable or illegal acts they hear about or observe. You will not be penalized for these actions or for your suspicions. These statements concern frequently raised business and ethical conduct and concerns. Violation of standards set in this Code of Ethics will result in corrective action, including possible termination.

Compliance with Laws

General: It is the policy at EETC that employees comply with the rules and regulations that apply with the business, in the United States and in other countries.

Employment Matters: EETC and its employees will comply with the applicable employment laws, including: wages, hours, benefits and the minimum age for employment. While the aforementioned requirements must be met by all employees for their respective job description, EETC will not exclude any person from equal opportunity provided by the law. Employees are expected to respect the rights of other employees and/or third parties, and interactions are to be free from any type of harassment, slander, insult or other form of discrimination.

Environmental Matters: Policy states that all employees will respect and obey the applicable laws of protecting the environment. In addition, employees will respect the established environmental policies and procedures.

Fair Competition and Antitrust Laws: EETC and its employees will abide by all applicable fair competition and antitrust laws; these laws ensure that EETC competes in a fair and honest manner. It is also the duty of these laws to prohibit conduct seeking to reduce or restrain competition. If an employee is unsure whether a contemplated action is unfair competition, please seek assistance from management.

Securities Laws. In its role as a publicly-traded company, EETC and its employees must always be alert to and comply with the security laws and regulations of the United States and other countries.

Federal law and Company policy prohibits officers, directors and employees, directly or indirectly through their families or others, from purchasing or selling company stock while in the possession of material, non-public information concerning the Company.  This same prohibition applies to trading in the stock of other publicly held companies on the basis of material, non-public information. To avoid even the appearance of impropriety, Company policy also prohibits officers, directors and employees from trading options on the open market in Company stock under any circumstances.

Material, non-public information is any information that could reasonably be expected to affect the price of a stock.  If an officer, director or employee is considering buying or selling a stock because of inside information they possess, they should assume that such information is material. It is also important for the officer, director or employee to keep in mind that if any trade they make becomes the subject of an investigation by the government, the trade will be viewed after-the-fact with the benefit of hindsight. Consequently, officers, directors and employees should always carefully consider how their trades would look from this perspective.

Two simple rules can help protect you in this area: (1) Don't use non-public information for personal gain. (2) Don't pass along such information to someone else who has no need to know.

This guidance also applies to the securities of other companies for which you receive information in the course of your employment at EETC.

As a public company, EETC must be fair and accurate in all reports filed with the United States Securities and Exchange Commission.  Officers, directors and management of EETC are responsible for ensuring that all reports are filed in a timely manner and that they fairly present the financial condition and operating results of the Company.

Securities laws are vigorously enforced.  Violations may result in severe penalties including forced sales of parts of the business and significant fines against the Company. There may also be sanctions against individual employees including substantial fines and prison sentences.

The Chief Executive Officer and Chief Financial Officer will certify to the accuracy of reports filed with the SEC in accordance with the Sarbanes-Oxley Act of 2002 and other applicable laws and regulations.  Officers and Directors who knowingly or willingly make false certifications may be subject to criminal penalties or sanctions including fines and imprisonment.

Conflicts of Interest:

Any personal activity, investment or association that could be misconstrued as something that is not good judgment concerning EETC is not acceptable and must be avoided.  It is also not acceptable to exploit your position at EETC for personal gain.  The appearance of conflict of interest should also be avoided. Examples are as follows:

· To cause EETC to engage in business with friends or relatives.

· To prepare to or compete with EETC while still an employee.

· To have a financial interest in EETC’s competitors and/or customers.

· To perform work for a competitor of EETC, any governmental, supplier, customer, or other entity there of. Working with a third party which could impair your performance or judgment or could diminish the time spent working and completing work tasks while at EETC is also prohibited.

Officers, directors and employees are under a continuing obligation to disclose any situation that presents the possibility of a conflict or disparity of interest between the officer, director or employee and the Company.  Disclosure of any potential conflict is the key to remaining in full compliance with this policy.

Business Opportunities:

As an employee, you are responsible for the advancement of EETC’s business when appropriate. You are not allowed to divert business or take business from the company in which it has any interest. Also, you are required to avoid conflicts of interest. (Please see “Conflicts of Interest” to see what constitutes conflicts of interest.)

Gifts, Bribes and Kickbacks:

Kickbacks and bribes are defined as any item that can be used to leverage favorable treatment over others in the company. Employees or families of employees are not to give or receive gifts from EETC customers or suppliers, aside from gifts given or received in the normal course of business and travel. No employee is to receive gifts from customers or potential customers during or as a part of contract negotiations. It is not permitted to accept cash or cash equivalents including: vouchers, checks, money orders, gift certificates, stock or stock options, or loans. Other gifts require permission from proper management. It is requested by EETC that employees avoid putting themselves in compromising positions if the gift were to be made public.  Any employee found paying or receiving any type of bribe or kickback will be termina ted and reported immediately.

International Operations:

EETC handles its affairs to correspond with all pertinent laws and regulations in the countries where it does business. When a conflict occurs between EETC and the practices, laws and customs of another country, EETC will resolve them in an ethical manner. If the issue cannot be resolved consistent with ethical beliefs, EETC will not proceed with the proposed action. The ethical standards reflect the morals and values of the company and are the standards by which they choose to be judged.  EETC, when conducting business overseas, should ensure that all activities are performed in accordance with U.S. laws, including the Foreign Corrupt Practices Act (“FCPA”), which applies to the business transactions both inside the U.S. and in other countries. The FCPA requirements relate to complete and exact financial books an d records, transactions with foreign government officials and prohibitions from directly or indirectly offering to pay, or authorizing payment to, foreign government officials for the purpose of influencing the acts or decisions of foreign officials.  Violation of the FCPA can bring serious penalties. It is obligatory that all employees living or working in non-U.S. countries become familiar with the FCPA and its requirements.  EETC also acts fully in accordance with with all applicable U.S. laws governing imports, exports and the conduct of business with non-U.S. locations. These laws contain limitations on the types of products that may be imported into the United States and the manner in which they are imported. They also prohibit exports to, and most other transactions with, certain countries as well as the cooperation with, or participation in, foreign boycotts of countries that are not boycotted by the United States.

Covering Up Mistakes, Falsifying Records

Falsifying any EETC customer record or third party record is prohibited. Mistakes must be immediately reported and corrected. No mistake should ever be covered up regardless of the type or the scale.

Financial Integrity

EETC’s financials and accounting are based on accuracy, validity and completeness of the information which supports the entries to EETC’s books and records.  All information pertaining to EETC’s books, accounts, records, etc. reflect the transactions and events and adhere to the Generally Accepted Accounting Principles (GAAP), as well as the internal system of controls for EETC investors, creditors and others have significant interest in the financials of the company. It is expected that employees cooperate with EETC’s internal and external auditors and audit function.

An action or actions by an employee which causes false financial reporting by EETC is subject to disciplinary action and possible termination. Examples of unethical accounting are as follows:

· Maintaining any undisclosed or unrecorded funds or “off the book” assets.

· Signing documents that are thought to be inaccurate.

· Making false entries that hide or disguise the true nature of a transaction, and is done with the intention to do so.

· Making payment for a purpose other than any described in the documents supporting the payment.

· Improperly accelerating or deferring the recording of expenses or revenues to achieve financial results or goals.

· The establishment or maintenance of improper, misleading, incomplete or fraudulent account documentation or financial reporting.

Protection and Proper Use of EETC Property

It is the responsibility of each employee to protect EETC’s property from loss of theft.  No employee is allowed to take any of EETC’s property for their own personal use. This includes: software, computers, office equipment or supplies. Also, it is required that EETC employees use their company internet and e-mail systems for company business only and not to send any personal messages or any messages that could be misconstrued as harassing, solicitations or discriminatory. Messages that are unprofessional or in bad taste are also prohibited.  No EETC software may be copied or distributed without proper authorization. Third party software must be properly licensed, and the license agreements for third party software may place various restrictions on the software’s disclosure, use and copying of sof tware as well as any restrictions must be honored.

Confidentiality and Proper Use of EETC Customer or Supplier Information

No EETC employee is allowed to disclose EETC’s customer, confidential information or any propriety information without authorization from proper management. This includes:

· Business methods

· Pricing

· Market data

· Strategy

· Codes

· Research

· Information about current, former or prospective customers

· Information about current, former or prospective employees

Gathering Confidential Information

Employees must not accept, use or disclose improperly attained confidential information.  When obtaining confidential information, employees are not to violate the right of the competitor. When dealing with competitors’ customers, ex-employees or ex-customers, employees must use proper decorum and professionalism. Never ask anyone to violate an agreement that is not complete or is a non-disclosure agreement.

Record Retention

EETC’s business records must be retained for the periods require by, and in accordance with, the specific policies of business units and are to be destroyed only at the expiration of the specific period. Documents pertaining to a pending or threatened litigation, government inquiry or under subpoena or other formal information request are not to be discarded to destroyed, regardless of the time period in which or policy to which they apply.. Employees are not to destroy, alter or conceal any record or obstruct any official proceedings, either personally, in concurrence with or by attempting to influence another person.

Defamation and Misrepresentation of Sales

Aggressive selling by any employee at EETC should not include misstatements, innuendos or rumors about EETC’s competition, its products or financial condition. Making promises regarding EETC’s products is prohibited.

Fair Dealing

It is important to uphold practices of fair dealing. No form of manipulation, concealment, abuse of information or misrepresentation of material facts is allowed. Any other form of unfair dealing is also not allowed. For clarification on these matters, please ask management.

Political Contributions

No company funds are to be contributed directly to political candidates. However, on the employee’s own time and with their own resources, he or she can engage in political activity.

Safety in the Workplace

EETC is committed to providing a safe and healthy workplace.  In order to achieve this, EETC complies with all environment, safety and heath laws and regulations that are applicable to the business.  Each employee is responsible for obeying company policy concerning these matters as well as matters concerning violence, harassment, substance abuse as well as similar workplace matters. EETC is dedicated to the maintenance, the design and the construction of operating facilities that protect its employees and physical resources, which includes requiring the use of adequate protective equipment and measures which insists that all work be done in a safe manner.

Waivers

There shall be no waiver of this Code for any executive officer, exempt by the Board of Directors or a designated committee.  In the event that any such waiver is granted, the waiver will be disclosed to EETC shareholders in the form of an 8-K or by the posting the information on the EETC website, www.EETC.biz.

In Conclusion

You are a guardian of EETC’s ethical standards. Although there are no general rules, if you are in doubt, please ask yourself the following:

· Will my actions be ethical in every regard and do they fully comply with the law and with EETC policy?

· Will my actions have the appearance of impropriety?

· Will my actions be questioned by management, supervisors, fellow employees, customers, family and the general public?

If you feel uncomfortable with any answers to the questions above, do not take the contemplated action without discussing with management. If, after speaking with management, you are still uncomfortable, follow the steps outlined in “Reporting Ethical Violations”. Employees who violate or ignore this Code of Conduct and Ethics, and/or any manager who penalizes one of their subordinates for trying to follow this Code, will be subjected to corrective action that could include immediate termination where appropriate.  However, your actions should be governed by ethics and professionalism and not the treat of corrective action. We hope that you share our beliefs and dedication to ethical behavior and professionalism, as well as maintaining a healthy work environment.  We want to hold ourselves to the highest standard and continue to make EETC a successful company.

EX-23.1

Exhibit 23.1

Silberstein Ungar, PLLC CPAs and Business Advisors

Phone (248) 203-0080

Fax (248) 281-0940

30600 Telegraph Road, Suite 2175

Bingham Farms, MI 48025-4586

www.sucpas.com

June 25, 2010

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Energy Edge Technologies Corporation

Bridgewater, NJ 08807

To Whom It May Concern:

Silberstein Ungar, PLLC hereby consents to the use in the Form S-1, Registration Statement under the Securities Act of 1933, filed by Energy Edge Technologies Corporation of our report dated June 2, 2010, relating to the financial statements of Energy Edge Technologies Corporation as of and for the years ending December 31, 2009 and 2008, and the reference to us under the caption “Interests of Named Experts and Counsel”.

Sincerely,

/s/ Silberstein Ungar, PLLC

Silberstein Ungar, PLLC

Bingham Farms, Michigan