File No. 333-167853

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-1/A

PRE-EFFECTIVE AMENDMENT NO. 5

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ENERGY EDGE TECHNOLOGIES CORPORATION

(Exact Name of Registrant in its Charter)

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  £

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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

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 Security Holders 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 Bulletin 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 registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We (Energy Edge Technologies Corporation and 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 February __, 2011

Prospectus

ENERGY EDGE TECHNOLOGIES CORPORATION

Common Stock

20,000,000 shares of Energy Edge Technologies Corporation Offered at $0.20 per share

17,506,825 shares Offered at $0.10 per share by The Selling Shareholders

 Energy Edge Technologies Corporation (referred to herein as “Energy Edge”, “EETC” or the “Company”) is offering 20,000,000 shares of its common stock at a price of $0.20 per share on a best efforts basis (the “Primary Offering”).  This offering terminates 24 months after commencement of this offering, on         2011.  If we do not sell a minimum of 5,000,000 shares being offered prior to the termination date, we intend to promptly return all money paid for shares to the purchasers, without interest and without deduction, although all the money may not be returned because it may be subject to creditors claims, including the claims of the law firm that assists us with the preparation of the Form S-1 filing and issues the legality opinion. This is the initial offering of Common Stock of the Company.  The Company is offering the shares on a self-underwritten, “best efforts” basis directly through its sole officer and director (Robert Holdsworth).   There is no minimum amount of common shares required to be purchased and, therefore, the total proceeds received by the Company might not be enough to begin operations or a market may not develop.  No commission or other compensation related to the sale of the shares will be paid.  For more information, see the section titled “Plan of Distribution” and “Use of Proceeds” herein.

In addition, there are 3,000,000 shares of common stock being registered for sale at a price of $0.10 per share by Robert Holdsworth, our sole officer and director, and 14,506,825 shares of common stock being registered for sale at a price of $0.10 per share by other certain existing holders of the securities, referred to as Selling Security Holders throughout this document (the “Secondary Offering”). The total number of shares registered in this prospectus is 17,506,825. The Company will not receive any of the proceeds from the sale of shares being sold by the Selling Security Holders.

No underwriting arrangements have been entered into by any of the Selling Security Holders.  The Selling Security Holders and any intermediaries through whom such securities are sold may be deemed "underwriters" within the meaning of the Securities Act of 1933, as amended (the "Securities Act") with respect to the securities offered and any profits realized or commissions received may be deemed underwriting compensation.

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.

Investing in our stock involves substantial risks. See “Risk Factors” beginning on page 6.

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:  February   , 2011 

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TABLE OF CONTENTS

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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 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 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. EETC utilizes independently contracted professionals, industrial and electrical engineers, Leadership in Energy and Environmental Design (“LEED”) accredited professionals and business entrepreneurs.  EETC offers a whole facility solution that covers gas and electrical energy consumption.  Most competitors offer solutions that are one dimensional and single focused, such as simply lighting, HVAC or refrigeration individually.  EETC delivers a 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 project pay back – typically under 36 months, although this can vary depending on the customer’s needs  Lastly, EETC reduces the financial risk for its customers by backing projects with reimbursement contingency insurance underwritten by Lloyds of London.  The Lloyds of London backed policy ensures 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 the difference. The Lloyds of London insurance policy is a $1,500,000 reimbursement contingency insurance policy that backs the guaranteed energy savings and project payback and return on investment for our customers.  The effective date of this policy is May 26, 2010.  The policy period is from May 26^th 2010 to May 26^th 2011.  Any losses occurring on new and existing contracts reported during this time frame will be covered by Lloyds of London.   The policy requires ongoing measurement and verification of energy reduction results and savings as well as notification if targets are not being met. If a shortfall were to occur in the projected savings for a customer, Lloyds of London would make up 90% of the difference, and Energy Edge would make up the remaining 10% of the difference. To date we have had no claims filed. 

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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:

SUMMARY OF THE OFFERINGS

Summary of the Primary Offering

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Summary of the Secondary Offering

There are 3,000,000 shares of common stock being registered for sale at a price of $0.10 per share by Robert Holdsworth, our sole officer and director, and 14,506,825 shares of common stock being registered for sale at a price of $0.10 per share by other certain existing holders of the securities, referred to as Selling Security Holders throughout this document as part of the “Secondary Offering”. The Company will not receive any of the proceeds from the sale of shares being sold by the Selling Security Holders.

   The Selling Security Holders’ shares offered by this Prospectus may be sold from time to time by the Selling Security Holders at a price of $0.10 per share until such time as the Company’s shares are listed on the OTC Bulletin Board or a national exchange and thereafter at prevailing market prices or at privately negotiated prices, in one or more transactions that may take place on the over-the-counter market including ordinary broker's transactions, privately-negotiated transactions or through sales to one or more dealers for resale of such.  Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the Selling Security Holders in connection with such sales.

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 statements 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.

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

We have 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.

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(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 $4,000,000 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 experience 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.

(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

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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 have stronger capability to develop or license 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:

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.

(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:  

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.

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(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.

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 may result in additional expenses. While there is limited regulation of our business at the state and federal level, any change to such regulation could adversely affect our business. Our clients are often 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.

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.

There is currently no public trading market for our Common Stock and there is no assurance that a public trading market will ever develop because the shares will be offered only to a small number of investors. 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. Persons having no need for liquidity in the investment should purchase the Shares only as a long-term investment.

 (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.

(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

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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) 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

(25) 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.

(26) 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.

(27) Arbitrary offering price.

The offering price of $0.20 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.

(28) 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 $0.00001 per share, whereas Investors will pay a price of $0.20 (twenty 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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(29)  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 expenses 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.

Risks Associated with this Offering

(30)  If our Company is able to register publicly, our shares will be quoted 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; 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.

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:

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.

(31)  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

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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.

(32)  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.

(33)  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; and our ability or inability to generate future revenues.

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.

(34)  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.

(35)  The officers and directors of the company may have a conflict of interest.  

Due to their significant ownership of common stock, certain officers and directors of the Company, specifically Robert Holdsworth, will have significant influence in determining the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of our officers and directors may differ from the interests of the other stockholders and may result in corporate decisions that are disadvantageous to other shareholders. Furthermore, Robert Holdsworth will be able to personally and simultaneously resell shares registered in this registration statement at the same time that he is managing the sale of new shares directly by the Company in the Offering registered in this registration statement. Both these actions involve a conflict of interest. A conflict of interest exists when a party has an interest on both sides of a transaction. And while we will attempt to resolve all conflicts of interests on terms that are fair to the Company and equivalent to terms that could be obtained in arms-length transactions with third parties, we cannot assure you that we will be successful in these efforts.

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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 words 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 Primary Offering will be used primarily to increase revenues by allowing us to use the proceeds to expand our network of independent sales contractors and expand our strategic affiliations. Additionally, the proceeds will be used to increase our sales force, increase our marketing, advertising and publicity efforts, increase salaries and consulting fees, initiate promotion to vendors to engage in contracts, and initiate 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.  In the event that we sell less than the maximum shares in this offering, the priorities for use of the proceeds are to file a Registration Statement and associated fees with the filing of the Registration Statement and becoming a publicly traded company, and hiring of new employees.

The Company anticipates that the estimated $4,000,000 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.

Table of Use of Proceeds

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

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DETERMINATION OF OFFERING PRICE

In determining the Primary Offering price of the shares we considered several factors including the following:

Therefore, the public offering price of the shares does not necessarily bear any relationship to established valuation criteria and may not be indicative of prices that may prevail at any time or from time to time in the public market for the common stock. You cannot be sure that a public market for any of our securities will develop and continue or that the securities will ever trade at a price at or higher than the offering price in this offering.

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 January 13, 2011, we have approximately 43 shareholders of record and 49,006,825 of shares issued and outstanding.  As a result of the Primary Offering there may be additional Shareholders subscribing up to 20,000,000 shares.

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Securities Authorized for Issuance under Equity Compensation Plans

A contemplated reserve of 20% of voting common stock is to be issued for an employee stock benefit plan, for board member and advisory committee compensation and for attraction and retention of key employees. The Company’s capital structure post-offering would be as follows, assuming completion of the primary offering on both a minimum basis and a maximum basis:

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.

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DILUTION

We have a negative net tangible book value per share of common stock. If you invest in our common stock, you will experience immediate and substantial dilution to the extent of the difference between the public offering price per shares of our common stock, and the pro forma net tangible book value per shares of our common stock immediately after the offering.

The pre-offering shareholders acquired shares at an average cost of $0.00001 per share (par value), whereas outside investors will pay a price of $0.20 (twenty cents) per share. Further, the net tangible book value per share prior to any new offerings is ($0.02) 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. The following table illustrates dilution to investors on a per share basis:

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 of 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 under 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. 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.

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.

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.

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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.

If management’s calculation of fair value of its financial instruments concludes that values have not been impaired, or if it calculates too large of impairment, the Company’s assets and liabilities may be overstated or understated by a material amount, and its net income or loss may be overstated or understated by a material amount.  Should management err in determining the collectability of a receivable, the Company’s assets and net income or loss could be off by a material amount.   Additionally, if management errs in its estimates of the total cost of a contract, the Company’s assets, liabilities, and net income or loss may be off by amounts that are material.

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.

BUSINESS AND RECENT DEVELOPMENTS

Energy Edge Technologies Corporation

Energy Edge Technologies Corporation ("EETC," “Energy Edge” and the “Company”) was incorporated in New Jersey in January, 2004. On January 1, 2008, all assets, liabilities, and operations of the sole proprietorship (an entity under common control) were transferred in by Mr. Holdsworth. EETC is a company specializing in energy cost and consumption reduction for mid to large sized companies, institutions and government entities. EETC consists of independently contracted professionals, industrial and electrical engineers, Leadership in Energy and Environmental Design (“LEED”) accredited professionals and business entrepreneurs.  EETC provides companies, institutions and government entities with turnkey, whole facility solutions that reduce energy consumption and corresponding costs 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 guaranteed 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 success 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 attempts to address the problems that contribute to inefficient systems and higher energy bills.  EETC utilizes industry experts for the design and implementation of advanced, Institute of Electrical and Electronics Engineers (“IEEE”), US Department of Energy (“DOE”) and US Green Building Council (“USGBC”) recommended passive engineering approaches and technologies that reduce energy losses and increase the efficiency of existing systems while providing  project payback and  return on investment for customers. Our unique custom turnkey projects maximize energy savings by treating the entire facility based on its distinctive features and electricity and gas usage.

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The process begins when EETC gathers information on the client facility and operation including loads variation, hours of operation, equipment, etc.  EETC collects 12 months of electric and gas bills and completes a facility walk through. After information gathering, a project summary including savings, project cost, payback and return on investment is presented to the client.  If the client approves the service and an agreement is signed, the project is initiated including engineering, procurement of all equipment, labor, insurance and warranties, waste disposal and before and after measurements.  Most projects take between 1 and 4 weeks.  EETC continues to measure energy use and provides monthly billing analysis and quarterly reports to the client.

However, after project completion customers may not need EETC to provide additional services in the near future, unless they expand and have additional facilities for us to provide an energy audit. 

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 (also known as a British Thermal Unit (BTU), which is a measurement of natural gas used or consumed).  We combine engineering experience with the expertise of our primary manufacturers. This allows us to develop turnkey projects with energy savings, reduction in greenhouse gas emissions and 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 technologies we utilize are Underwriters Laboratory “UL” Listed, which means that they conduct the testing on electrical components and equipment, and Canada Standards Association “CSA” approved.  The Canada Standards Association is similar to the Underwriters Laboratory but their testing is even more stringent and CSA approval is required by law in Canada. Many states and local utilities also offer incentives and rebates for our work and we help our customers to receive the incentives available as well as qualify them for applicable and available federal tax incentives.

EETC reduces the financial risk for its customers by backing projects with reimbursement contingency insurance underwritten by Lloyds of London.   The Lloyds of London insurance policy is a $1,500,000 reimbursement contingency insurance policy that backs the guaranteed energy savings and project payback and return on investment for our customers. The effective date of this policy is May 26, 2010.  The policy period is from May 26, 2010, to May 26, 2011.  Any losses occurring on new and existing contracts reported during this time frame will be covered by Lloyds of London.  The policy requires ongoing measurement and verification of energy reduction results and savings as well as notification if targets are not being met.  If a shortfall were to occur in the projected savings for a customer, Lloyds of London would make up 90% of the difference, and Energy Edge would make up the remaining 10% of the difference.  To date we have had no claims filed. 

Lastly, EETC has developed a proprietary e-tool for developing unique, accurate, facility specific energy savings calculations and project designs called the Energy Edge Analyzer. The Energy Edge Analyzer and underlying formulas and algorithms were developed by analyzing hundreds of facilities of varying type, size, location, use, etc.

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:

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.

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Competitive Business Conditions within the Industry

While no company offers the comprehensive “whole facility approach” that is offered by EETC, they all utilize a similar business model.  The sustainable competitive advantage of EETC will be its guarantee program, implementation and service model.  The Company provides a solution that will give the maximum savings available without vast equipment overhaul.

Many of EETC’s competitors do not have the same experience level of EETC or its principal, and cannot supply a true guarantee and insurance backing.  However, our competitors may be better funded, have access to more business expansion capital, have strategic business and local relationships developed, and may have stronger capability to develop or license technologies, which could potentially affect our ability to compete.

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. EETC’s competitive advantage is detailed below in the section titled “Competitive Strengths Within The Industry”.

Independent Contractors

EETC utilizes 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.  The nature and services include sales, engineering and project management.  The terms of the arrangement is a sales commission of 50% or 40% of gross profit for sales and negotiated daily rates for engineering and project management work.  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.  The US regions in which we have independent contractors/representation include:

We understand that if we experience difficulties in maintaining vendor relationships or developing new relationships on a timely basis and on terms favorable to us, our business and financial condition could be adversely affected.  Also, malfunctions of third party service providers could adversely affect our business which may impede our ability to attract and retain clients.

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Effect of Existing Governmental Regulation on our Business

While there is no current regulation of this specific type of business other than the normal business restrictions that apply to all businesses, we know that there is a possibility that the laws, rules and regulations governing this type of business may change and may increase our operation costs.  We intend to monitor the changes in regulations related to our business carefully and ensure that our business complies with all applicable laws and rules.

Number of Total Employees and Part-Time Employees

We currently employ 1 full-time employee in the United States.  We do not employee any part-time employees.  We currently utilize 17 independent contractors.

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:

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.

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.  The majority of 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.

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.

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On June 5, 2007, the 1st Annual World Environment Review took place and a few of the highlights pertaining to the US, in regards to the general population, are shown below:

The results show that the general population is building an awareness of the worldwide energy issue and are trending towards solutions that will assist with conserving the environment.  It now becomes beneficial for companies to participate in these initiatives in order to reflect positively on society.

The American Recovery and Reinvestment Act of 2009 energy related funding allocates $1.6 billion for renewable energy and $12 million for energy efficiency. The revenue for the energy management services market in North America in 2008 was $20.35 billion and is projected to double to over $40 billion by 2013 due to favorable new government legislations and increased knowledge about the benefits of energy management.  Source: Frost & Sullivan, North American Energy Management Investment Analysis, February 11, 2009

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.

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).  Partnering with companies like Enernoc and Glacial helps to generate interest with our current customers and future prospects in the energy procurement and demand response (supply side savings) services, which helps the customer by lowering the base rate they pay for electricity and gas.  Enernoc and Glacial offer energy procurement services where companies can use them to broker deals with third party energy supplies in deregulated states.  We partner with either Enernoc or Glacial get paid by the customer and EETC receives commissions from them.  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 and 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, none of these companies offer 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, insured guaranteed savings programs.

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The general methods of competition used by companies in our industry include:

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Reducing profit margins when competing head to head with providers of similar products or services to win business based on price.

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Extending product warranties beyond the manufacturers’ warranties.

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Offering performance contracting where the company offers to complete a project for no upfront cost to the customer in return for a percentage of the energy cost savings over a pre-determined period of time.

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Offering turnkey installations requiring no labor from the customer’s staff.

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Offering ongoing service contracts.

 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 reduces the financial risk from the buying decision for customers with guaranteed savings and ROI backed by Lloyds of London.

None.

The Company is currently seeking to raise capital in the public equity markets.  There can be no assurance that the Company will obtain capital on terms that are acceptable to them as there are a variety of uncertainties, including, but not limited to: investors’ perception of, and demand for, securities in the energy services industry; conditions of the capital markets in which we seek to raise funds; and future results of operations, financial condition and cash flow.  Therefore, the Company’s management cannot assume that financing will be available in amounts or terms acceptable to the Company, if at all.  Any failure by the Company’s management to raise additional funds on terms favorable to the Company could have a material adverse effect on the Company’s liquidity and financial condition.