S-8

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ENERGY EDGE TECHNOLOGIES CORPORATION.

(Exact name of registrant as specified in its charter)

New Jersey	52-2439239
(State or other Jurisdiction)	(IRS Employer I.D. No.)

1200 Route 22 East, Suite 2000

Bridgewater, New Jersey 08807

(Address of Principal Executive Offices)

(888) 729-5722

(Registrant's Telephone Number)

2011 FISCAL YEAR PROFESSIONAL/CONSULTANT STOCK COMPENSATION PLAN

 (Full title of plan)

Joe Ragosta

Chief Executive Officer

1200 Route 22 East, Suite 2000

Bridgewater, New Jersey 08807

(888) 729-5722

 (Name, address, and telephone number of agent for service)

With a copy to:

Vincent & Rees, L.C.

175 S Main, 15th Floor

Salt Lake City, Utah 84111

(801) 303-5730 

(801)355-5005 Fax

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Proposed maximum Amount to be Registered		Proposed maximum offering price per share*		Aggregate offering Price		Amount of Registration fee
Common Stock ($.01 par value)		20,000,000	$	0.03	$	600,000	$	69.66

* Computed pursuant to Rule 457(c) of the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee and not as a representation as to any actual proposed price. The offering price per share, maximum aggregate offering price and registration fee is based upon the average of the high and the low price on the over the counter bulletin board of $0.026, on October 20, 2011.

(1) Issuable pursuant to the 2011 Fiscal Year Professional/Consultant Stock Compensation Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The documents containing the information specified in Item 1 will be sent or given to participants in the Plan as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be and are not filed with the Securities and Exchange Commission (the “SEC”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2. Registrant Information and Employee Plan Annual Information.

Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in this Section 10(a) Prospectus), other documents required to be delivered to eligible employees, non-employee directors and consultants, pursuant to Rule 428(b) are available without charge by contacting:

Joe Ragosta

Chief Executive Officer

1200 Route 22 East, Suite 2000

Bridgewater, New Jersey 08807

(888) 729-5722

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement the documents listed below. In addition, all documents subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents:

·   The Registrant’s annual report on Form 10-K for the year ended December 31, 2010 filed with the SEC on April 15, 2011.

·   The Registrant’s quarterly reports on Form 10-Q for the quarter ended March 31, 2011 filed with the SEC on May 23, 2011, and for the quarter ended June 30, 2011 filed with the SEC on August 22, 2011.

·   The Registrant’s current reports on Form 8-K filed with the SEC on April 20, 2011 and June 14, 2011.

·   The description of the registrant’s Common Stock contained in the Registration Statement on Form S-1, including any amendments or reports filed for the purpose of updating such description.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

The validity of the shares of common stock offered hereby will be passed upon for the Registrant by Vincent & Rees, L.C., with offices located at 175 S Main, 15th Floor, Salt Lake City, Utah 84111.  David M. Rees, who is counsel at Vincent & Rees, L.C., will be issued 3,000,000 shares of the Registrant’s common stock pursuant to the 2011 Fiscal Year Professional/Consultant Stock Compensation Plan for services rendered.  

Item 6.  Indemnification of Directors and Officers.

The Registrant is incorporated under the laws of the State of New Jersey. Title 15A, Section 3,4 of the New Jersey Statutes (the “New Jersey Statute”) permits a corporation to indemnify any person in any proceeding (except an action by or in the right of the corporation) by reason of being a director or officer of the corporation for expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred. A corporation may indemnify any person in any action by or in the right of the corporation to procure a judgment in its favor by reason of being a director or officer of the corporation for expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred, except that indemnification may not be made for any matter as to which such a person has been finally adjudged by a court to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court determines that the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. In either case, however, to be eligible for indemnification, the person to be indemnified must not be found to have breached his fiduciary duties in a manner involving intentional misconduct, fraud or a knowing violation of law, or must have acted in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. Section 3 and 4 of the New Jersey Statute also provides that to the extent a director or officer has been successful on the merits or otherwise in defense of any such action, he must be indemnified by the corporation against expenses, including attorneys’ fees, actually and reasonably incurred. Section 3 and 4 of the New Jersey Statute permits a corporation to purchase and maintain insurance or make other financial arrangements on behalf of the corporation’s directors and officers for any liability and expenses incurred by them in such capacity, whether or not the corporation has the authority to indemnify them against such liability and expenses.

The Registrant’s charter provides that the Registrant shall indemnify, to the maximum extent permitted by law, any person who is or was a director, officer, agent, fiduciary or employee of the Registrant against any claim, liability or expenses arising against or incurred by such person made party to a proceeding because he is or was a director, officer, agent, fiduciary or employee of the Registrant or because he was a director, officer, agent, fiduciary or employee of the Registrant or because he is or was serving another entity as a director, officer, partner, trustee, employee, fiduciary or agent at the Registrant’s request. The Registrant shall further have the authority to the maximum extent permitted by law to purchase and maintain insurance providing such indemnification.

The Registrant’s by-laws provide that the Registrant shall indemnify any director, officer, agent, fiduciary or employee of the Registrant, or any person serving another entity in such capacity at the request of the Registrant, against reasonably incurred expenses (including any attorneys’ fees), judgments, penalties, fines and amounts paid in settlement reasonably incurred by him in connection with such action, suit or proceeding if it is determined by a majority vote of a meeting of the board of directors at which a quorum is present (excluding directors that are parties to the proceeding) that he conducted himself in good faith and that he reasonably believed (i) in the case of conduct in his official capacity with the Registrant, that his conduct was in the Registrant’s best interests, or (ii) in all other cases (except criminal cases), that his conduct was at least not opposed to the Registrant’s best interests, or (iii) in the case of any criminal proceeding, that he had no reasonable cause to believe his conduct was unlawful.  No such determination by the board of directors is required where such person was wholly successful in defense of the action as to which he was entitled to indemnification or if indemnification is ordered by a court of competent jurisdiction.  If a quorum of directors not parties to the proceeding cannot be obtained, then the determination shall be made by a majority vote of a committee of the board of directors consisting of two or more directors not parties to the proceeding.  If such a quorum of the board of directors cannot be obtained and such a committee cannot be established, or the board of directors or committee so directs, the determination shall be made by independent legal counsel or by a vote of the shareholders.

Reasonable expenses, including attorney’s fees, incurred in defending an action, suit or proceeding on behalf of an indemnified person may be paid by the Registrant in advance of the final disposition of such action, suit or proceeding upon receipt of a written affirmation of the indemnified person’s good faith belief that he has met the standards of conduct prescribed in the Registrant’s by-laws, a written undertaking to repay such advances if it is ultimately determined that he did not meet the prescribed standards of conduct and a determination is made as described in the preceding paragraph that the facts as then known would not preclude indemnification.  Any indemnification or advance of expenses to a director arising out of a proceeding by or on behalf of the Registrant shall be reported in writing to the stockholders with or before the notice of the next stockholder’s meeting.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

EXHIBIT NUMBER
5.1	Legality Opinion of Vincent & Rees, L.C.
10.1	2011 Fiscal Year Professional/ Consultant Stock Compensation Plan
23.1	Consent of Independent Registered Public Accounting Firm

Item 9.  Undertakings

(a) The undersigned Registrant hereby undertakes:

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

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(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 prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-8, and paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the Registration Statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 that 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.

(b) For the purpose of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration

statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, 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 Act and is, therefore, unenforceable. In the 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 or 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 Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in City of Bridgewater, State of New Jersey on this 21st day of October, 2011.

ENERGY EDGE TECHNOLOGIES CORPORATION

/s/ Joe Ragosta

Joe Ragosta

Chief Executive Officer

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

Signature	Title	Date
/s/ Joe Ragosta	Chief Executive Officer	October 21, 2011
	(Principal Executive Officer)
/s/ Robert Holdsworth	Chief Financial Officer	October 21, 2011
	(Principal Financial and
	Accounting Officer)
/s/ Joe Ragosta	Director	October 21, 2011

EX-5.1

Exhibit 5.1

Vincent & Rees, L.C.

175 S Main St., 15 Floor

Salt Lake City, Utah 84111

Phone: (801) 303-5730

Fax: (801) 355-5005

October 21, 2011

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

Re:	Energy Edge Technologies Corporation
	Form S-8 Registration Statement

Ladies and Gentlemen:

We refer to the above-captioned registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), being filed by Energy Edge Technologies Corporation (the “Company”), with the Securities and Exchange Commission.

We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents.

Based on our examination mentioned above, we are of the opinion that the shares of common stock being issued pursuant to the Registration Statement, will be, when so issued, duly authorized, legally and validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission.

/s/ Vincent & Rees, L.C.

Vincent & Rees, L.C.

EX-10.1

Exhibit 10.1

2011 FISCAL YEAR PROFESSIONAL/CONSULTANT STOCK COMPENSATION PLAN

1.  Purpose. The purpose of this Plan is to provide compensation in the form of Common Stock of the Corporation to eligible consultants that have previously rendered services or that will render services during the term of this 2011 Fiscal Year Professional/Consultant Stock Compensation Plan (hereinafter referred to as the “Plan”).

2.  Administration.

(a)  This Plan shall be administered by the Board of Directors who may from time to time issue orders or adopt resolutions, not inconsistent with the provisions of this Plan, to interpret the provisions and supervise the administration of this Plan; provided, however, that no grant pursuant to this Plan shall be effective unless approved by a majority of the Corporation’s independent directors.    Subject to the Corporation's Bylaws, all decisions  made by  the  Directors  in  selecting  eligible  consultants (hereinafter referred to as “Consultants”), establishing the number of shares, and construing the provisions of this Plan shall be final, conclusive and binding on all persons including the Corporation, shareholders, employees and Consultants.

(b)  The Board of Directors may from time to time appoint a Consultants Plan Committee, consisting solely of independent directors, none of whom shall be eligible to participate in the Plan while members of the Committee. The Board of Directors may delegate to such Committee power to select the particular Consultants that are to receive shares, and to determine the number of shares to be allocated to each such Consultant.

(c) If the SEC Rules and or regulations relating to the issuance of Common Stock under a Form S-8 should change during the terms of this Plan, the Board of Directors shall have the power to alter this Plan to conform to such changes.

3.  Eligibility.  Shares shall be granted only to Professionals and Consultants that are within that class for which Form S-8 is applicable.

4.  Shares Subject to the Plan.  The total number of shares of Common Stock to be subject to this Plan is 20,000,000. The shares subject to the Plan will be registered with the SEC on a Form S-8 Registration Statement.  The number of shares subject to the Plan may be increased by the approval of the board of directors, provided, that such approval includes the approval of a majority of the independent directors.

5.  Death of Consultant. If a Consultant dies while he is a Consultant of the Corporation or of any subsidiary, or within 90 days after such termination, the shares, to the extent that the Consultant was to be issued shares under the plan, may be issued to his personal representative or the person or persons to whom his rights under the Plan shall pass by his will or by the applicable law or descent and distribution.

6.  Termination of Consultant.  If a Consultant shall cease to be retained by the Corporation for any reason (including retirement and disability) other than death after he shall have continuously been so retained for his specified term and the shares are to be issued for future services, the Consultant shall be entitled to received his pro-rata number of shares for his services already rendered; provided, that if the shares shall have been issued for services previously rendered or rendered prior to the date of termination, the Consultant shall have the absolute right to the shares.

7.  Termination of the Plan.  This Plan shall terminate upon the issuance of all shares available under the Plan or otherwise terminated by the Board of Directors.

8.  Effective Date of the Plan.  This Plan shall become effective upon its adoption by the Board of Directors.

EX-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

October 21, 2011

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 incorporation by reference in the Form S-8, Registration Statement under the Securities Act of 1933, filed by Energy Edge Technologies Corporation of our report dated April 11, 2011, relating to the financial statements of Energy Edge Technologies Corporation as of and for the years ending December 31, 2010 and 2009.

Sincerely,

/s/ Silberstein Ungar, PLLC

Silberstein Ungar, PLLC

Bingham Farms, Michigan