This transaction was done in 2011:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
November 14, 2011
Item 1.01 Entry into a Material Definitive Agreement.
On November 8, 2011, Energy Edge Technologies Corporation (the “Company”) and Trillacorpe/BK LLC (“TBK”) (collectively, the “Parties”) entered into, completed, and closed a Co-Operating Agreement (the “Agreement”) under the relevant laws, rules, and regulations of the state of New Jersey. The purpose of the Agreement was for developing a joint venture for obtaining private sector work and government certifications, designations, and other auditable platforms and procedures within the United States. TBK will use its best efforts to position the Company and the Subsidiary (as defined below) to become standalone federal contractors within six months of the date of the Agreement, and give them the ability to bid on their own governmental work, as well as collaborate with other firms and organizations such as TBK.
Under the Agreement, the Parties agreed to establish a subsidiary, the name yet to be determined (the “Subsidiary”), which will be owned 70 percent by the Company and 30 percent by TBK. It was agreed that the Subsidiary would be established to: (i) attempt to get the Company certified for federal government work; (ii) conduct all federal government energy efficiency work on behalf of the Company; (iii) conduct energy work done for customers introduced to the Company through TBK; (iv) conduct any and all work done with third-party suppliers of “green” power on behalf of the Company; (v) potentially acquire its own trading symbol; and (vi) conduct other lawful business. The Subsidiary will operate as an independent entity separate and apart from the Parties.
As consideration for the service provided under the Agreement, TBK will receive two (2) million shares of the Company’s restricted common stock. Although the Parties have an intention for a long-term co-operating relationship, the initial term under the Agreement is six months to adhere to Federal guidelines. However, the Agreement will automatically renew every six months in perpetuity unless terminated per the Agreement.
The full text of the Agreement is attached as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.
