(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
N/A.
THIS INFORMATION STATEMENT IS BEING PROVIDED
TO
YOU BY THE BOARD OF DIRECTORS OF ENERGY EDGE
TECHNOLOGIES CORPORATION
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
Energy Edge Technologies Corporation
433 Plaza Real
Boca Raton, FL 33432
INFORMATION STATEMENT
April ___, 2014
INTRODUCTION
This Information Statement has been filed
with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C of the Securities and Exchange
Act of 1934, as amended (the “Exchange Act”), to the holders (the “Stockholders”) of common stock
(the “Common Stock”) of Energy Edge Technologies Corporation, a New Jersey corporation (the
“Company,” “we,” “our,” “us,” or words of similar import), to notify the
Stockholders that on December 10, 2013, the Company received written consent in lieu of a meeting from certain holders of
common stock of the Company representing a majority of the shares of common stock of the Company and from the Board of
Directors of the Company, in connection with certain proposed amendments to our Articles of Incorporation and other corporate
actions. First, the Company proposed an amendment that would amend our Articles of Incorporation to change our name from
“Energy Edge Technologies Corporation” to “Restaurant Brand Builders, Inc.” Second, the
Company proposed an amendment to our Articles of Incorporation that would create a class of “blank check”
preferred stock, the number of authorized shares and rights and preferences of which shall be determined by the Board of
Directors. Third, the Company proposed a reverse stock split (the “Reverse Stock Split”) of the Company’s
common stock at a ratio of up to one for fifty (1:50). Fourth, the Company proposed to change the domicile of the Company
from New Jersey to Georgia.
The amendments to our Articles of Incorporation and the other corporate
actions were unanimously adopted by written consent of our Board of Directors, and our principal stockholders, Benjamin Chavis
and James Boyd, who owned 103,000,000 pre-split shares of our common stock, or 50.77% of our outstanding voting securities (the
“Majority Stockholders”), effective December 10, 2013. No other votes were required or necessary to adopt the amendments
to our Articles of Incorporation, and none is being solicited hereunder. See the captions “Voting Securities and Principal
Holders Thereof” and “Vote Required for Approval,” herein.
The amendments to our Articles of Incorporation will become effective
on the opening of business on April __, 2014, a date that is at least 21 days from the mailing of this Information Statement to
our stockholders.
APPROXIMATE DATE OF MAILING: April ___, 2014.
REASONS FOR THE ADOPTION OF THE AMENDMENTS
TO OUR ARTICLES OF INCORPORATION AND REASONS FOR THE CORPORATE ACTIONS
The Company has deemed it in its best
interest to change its name from Energy Edge Technologies Corporation to Restaurant Brand Builders, Inc. in order to better
reflect the Company’s operations and strategy. The Board of Directors authorized the reverse stock split to augment
liquidity, enhance corporate flexibility, and to advance the Company’s business plan. The Board of Directors believes
the creation of a class or classes of preferred stock will create additional flexibility. Finally, the Company has elected to
change its domicile from New Jersey to Georgia in order to better align our domicile with our operations.
NAME CHANGE
The Board of Directors and a majority of the
Stockholders of the Company have approved the filing of an amendment to our Articles of Incorporation to change the name of
the Company from “Energy Edge Technologies Corporation” to “Restaurant Brand Builders, Inc.” in order
to better reflect the Company’s operations and strategy.
CREATION OF PREFERRED STOCK
The Board of Directors and a majority of the Stockholders of the
Company have approved the filing of an amendment to our Articles of Incorporation to create a class or classes of preferred stock,
the rights and preferences of which will be determined by the Board of Directors. This “blank check” preferred stock
will be created if and when the Board of Directors decides to do so.
Reasons for the creation of the blank check preferred stock
We believe that for us to successfully execute our business strategy
we will need to raise investment capital and it may be preferable or necessary to issue preferred stock to investors. Preferred
stock usually grants the holders certain preferential rights in voting, dividends, liquidation or other rights in preference over
a company's common stock. Accordingly, the creation of the blank check preferred stock was approved in order to grant us the flexibility
to issue our equity securities in the manner best suited for our Company, or as may be required by the capital markets.
The term “blank check” refers to preferred stock, the
creation and issuance of which is authorized in advance by our Stockholders and the terms, rights and features of which are determined
by our Board of Directors upon issuance. The authorization of such “blank check” Preferred Stock permits our Board
of Directors to authorize and issue Preferred Stock from time to time in one or more series without seeking further action or vote
of our stockholders.
Effects of the creation of the preferred stock
Subject to the provisions of the Amendment to the Articles of Incorporation
and the limitations prescribed by law, our Board of Directors would be expressly authorized, at its discretion, to adopt resolutions
to issue shares, to fix the number of shares and to change the number of shares constituting any series and to provide for or change
the voting powers, designations, preferences and relative, participating, optional or other special rights, qualifications, limitations
or restrictions thereof, including dividend rights (including whether the dividends are cumulative), dividend rates, terms of redemption
(including sinking fund provisions), redemption prices, conversion rights and liquidation preferences of the shares constituting
any series of the preferred stock, in each case without any further action or vote by our stockholders. Our Board of Directors
would be required to make any determination to issue shares of preferred stock based on its judgment as to what is in our best
interests and the best interests of our stockholders. This will give our Board of Directors flexibility, without further stockholder
action, to issue preferred stock on such terms and conditions as our Board of Directors deems to be in our best interests and the
best interests of our stockholders.
The authorization of the “blank check” preferred stock
will provide us with increased financial flexibility in meeting future capital requirements. It will allow preferred stock to be
available for issuance from time to time and with such features as determined by our Board of Directors for any proper corporate
purpose. It is anticipated that such purposes may include, without limitation, exchanging preferred stock for Common Stock, the
issuance for cash as a means of obtaining capital for our use, or issuance as part or all of the consideration required to be paid
by us for acquisitions of other businesses or assets.
The issuance by us of preferred stock could dilute both the equity
interests and the earnings per share of existing holders of our Common Stock. Such dilution may be substantial, depending upon
the amount of shares issued. The newly authorized shares of preferred stock could also have voting rights superior to our Common
Stock, and therefore would have a dilutive effect on the voting power of our existing stockholders.
Any issuance of preferred stock with voting rights could, under
certain circumstances, have the effect of delaying or preventing a change in control of our Company by increasing the number of
outstanding shares entitled to vote and by increasing the number of votes required to approve a change in control of our Company.
Shares of voting or convertible preferred stock could be issued, or rights to purchase such shares could be issued, to render more
difficult or discourage an attempt to obtain control of our Company by means of a tender offer, proxy contest, merger or otherwise.
The ability of our Board of Directors to issue such shares of preferred stock, with the rights and preferences it deems advisable,
could discourage an attempt by a party to acquire control of our Company by tender offer or other means. Such issuances could therefore
deprive our stockholders of benefits that could result from such an attempt, such as the realization of a premium over the market
price that such an attempt could cause. Moreover, the issuance of such shares of preferred stock to persons friendly to our Board
of Directors could make it more difficult to remove incumbent managers and directors from office even if such change were to be
favorable to stockholders generally.
The Company has (i) no present plans or commitments for the issuance
or use of the preferred stock in connection with any financing, and (ii) no present plans, proposals or arrangements, written or
otherwise, at this time to issue any of the preferred stock in connection with a merger, share exchange or acquisition.
REVERSE STOCK SPLIT
The Board
of Directors
and a majority of the Stockholders
of the Company have approved a reverse
stock split of all the outstanding shares of the Company’s Common Stock at an exchange ratio of up to 1 post-split share
for 50 pre-split shares (1:50). As part of the Reverse Stock Split, the Company will not reduce its authorized capital stock. As
stated above, the holders of shares representing a majority of the voting securities of the Company have given their written consent
to the Reverse Stock Split.
Upon effectiveness
of the Reverse Stock Split, (i) the number of shares of Common Stock issued and outstanding immediately prior thereto will be reduced
from approximately _______________ shares to approximately ___________ shares of Common Stock, and (ii) proportionate adjustments
will be made to the per-share exercise price and the number of shares covered by outstanding options and warrants, if any, to buy
Common Stock, so that the total prices required to be paid to fully exercise each option and warrant before and after the Reverse
Stock Split will be approximately equal. Except for adjustments that may result from the treatment of fractional shares, which
will be rounded up to the nearest whole number, each shareholder will beneficially hold the same percentage of stock immediately
following the Reverse Stock Split as such shareholder held immediately prior to the Reverse Stock Split.
The Company will not
decrease the authorized Common Stock as part of the Reverse Stock Split, which will have the result of creating newly authorized
shares of Common Stock.
This increase in the authorized number of shares of Common Stock and any subsequent issuance of
such shares could have the effect of delaying or preventing a change in control of the Company without further action by the stockholders.
Shares of authorized and unissued Common Stock could (within the limits imposed by applicable law and stock exchange regulations)
be issued in one or more transactions which would make a change in control of the Company more difficult, and therefore less likely.
Management use of additional shares to resist or frustrate a third-party transaction favored by a majority of the independent stockholders
would likely result in an above-market premium being paid in that transaction. Any such issuance of the additional shares of Common
Stock would likely have the effect of diluting the earnings per share and book value per share of outstanding shares of Common
Stock, and such additional shares could be used to dilute the stock ownership or voting rights of a person seeking to obtain control
of the Company. The Board is not aware of any attempt to take control of the Company and has not presented this proposal with the
intention that the Reverse Stock Split be used as a type of antitakeover device. Any additional shares of Common Stock, when issued,
would have the same rights and preferences as the shares of Common Stock presently outstanding.
Any additional shares of Common Stock so authorized
will be available for issuance by the Board for stock splits or stock dividends, acquisitions, raising additional capital, conversion
of Company debt into equity, stock options or other corporate purposes. The Company does not anticipate that it would seek authorization
from the stockholders for issuance of such additional shares unless required by applicable law or regulations.
Reasons for the Reverse Stock
Split
The Company
currently has _______________ shares of Common Stock issued and outstanding as of April __, 2014 and is only authorized to issue
250,000,000 shares of common stock. Rather than increasing the authorized capital stock of the Company, the Company is instead
electing to increase the number of shares available for issuance via reverse stock split.
The additional shares of Common
Stock available for issuance after completion of the Reverse Stock Split will be available for issuance by the Board for acquisitions,
raising additional capital, conversion of Company debt into equity, stock options or other corporate purposes. The shares of Common
Stock available for issuance after effecting the Reverse Stock Split could be used for potential strategic transactions, including,
among other things, acquisitions, strategic partnerships, joint ventures, restructurings, and business combinations and investments.
Further, the Board of Directors adopted the resolution to effect the reverse split with the hope of a pro rata increase in the
current bid and asked prices of our common stock that may have the effect of attracting new investors to the Company and not with
a view to its potential anti-takeover effects; however, no assurance can be given that the bid and asked prices of our common stock
will increase proportionately or at all. Our management and our Board of Directors have no present intention to use the increased
number of authorized common shares for any anti-takeover purpose.
The Board
confirms this transaction will not be the first step in a series of plans or proposals of a “going private transaction”
within the meaning of Rule 13e-3 of the Securities Exchange Act of 1934, as amended.
Based upon
the foregoing factors, the Board has determined that the Reverse Stock Split is in the best interests of the Company and its shareholders.
Effects
of the Reverse Stock Split
Upon the
effectiveness of the Reverse Stock Split, each Common Stock shareholder will beneficially own a reduced number of shares of Common
Stock, However, the Reverse Stock Split will affect all of the Company’s shareholders uniformly and will not affect any shareholder’s
percentage ownership interests, except to the extent that the Reverse Stock Split results in any of the shareholders owning a fractional
share, which will be rounded up. The number of shareholders of record will also not be affected by the Reverse Stock Split.
DOMICILE CHANGE
The Board of Directors and a majority of the Stockholders of the
Company have approved the change of domicile of the Company from New Jersey to Georgia since the Company no longer has operations
in New Jersey.
INTEREST OF CERTAIN PERSONS IN MATTERS TO
BE ACTED UPON
No director, executive officer, nominee for election as a director,
associate of any director, executive officer or nominee or any other person has any substantial interest, direct or indirect, by
security holdings or otherwise, in the amendment to our Articles of Incorporation, which is not shared by all other stockholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Securities
The securities that would have been entitled to vote if a meeting
was required to have been held regarding the amendment to our Articles of Incorporation consist of shares of our common stock.
Each share of our common stock is entitled to one vote. The number of outstanding shares of our common stock at the close of business
on December 10, 2013, the record date for determining our stockholders who would have been entitled to notice of and to vote on
the amendment to our Articles of Incorporation, was 202,873,829 shares.
Security Ownership of Principal Holders and
Management
The following table sets forth certain information as of December
10, 2013, regarding current beneficial ownership of the shares of our common stock by: (i) each person known by us to own more
than 5% of the outstanding shares of our common stock, (ii) each of our executive officers and directors, and (iii) all of our
executive officers and directors as a group. Except as noted, each person has sole voting and sole investment or dispositive power
with respect to the shares shown. The address for all officers and directors listed below is 433 Plaza Real, Suite 275, Boca Raton,
Florida 33432, which is the principal executive office address of the Company. The information presented is based upon 202,873,829
outstanding shares of our common stock.
Ownership of Officers and Directors and Principal
Stockholders
|
|
|
|
Number of Shares*
|
|
Percentage
|
Name and Address
|
|
Position
|
|
Beneficially Owned
|
|
Of Class
|
|
|
|
|
|
|
|
Officers and Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benjamin Chavis
|
|
Director
|
|
|
13,000,000
|
|
|
|
6.4
|
%
|
James Boyd
|
|
Chief Executive Officer, President, Director
|
|
|
90,000,000
|
|
|
|
44.36
|
%
|
Officers and Directors as a Group:
|
|
|
|
|
103,000,000
|
|
|
|
50.77
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Principal Stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr. Benjamin Chavis
|
|
|
|
|
13,000,000
|
|
|
|
6.4
|
%
|
James Boyd
|
|
|
|
|
90,000,000
|
|
|
|
44.36
|
%
|
Changes in Control
There are no present contractual arrangements or pledges of our
securities that may result in a change in control of the Company.
VOTE REQUIRED FOR APPROVAL AND EFFECTIVE
DATE
New Jersey Law
The elimination of the need for a special meeting of stockholders
to approve the Amendments to the Articles of Incorporation and the corporate actions is made possible by Section 14A:5-6 of the
New Jersey Business Corporations Act (the "NJBCA") which provides that the written consent of the holders of outstanding
shares of voting capital stock, having not less than the minimum number of votes which would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were present and voted, may be substituted for such a special
meeting. Pursuant to Section 14A:5-6 of the NJBCA, a majority of the outstanding shares of voting capital stock entitled to vote
thereon is required in order to amend the Company's Articles of Incorporation. In order to eliminate the costs and management time
involved in holding a special meeting and in order to effect the amendments as early as possible in order to accomplish the purposes
of the Company as hereafter described, the Board of Directors of the Company voted to utilize the written consent of the holders
of a majority in interest of the Voting Capital Stock of the Company.
Resolutions to effect the amendment were unanimously adopted by
our Board of Directors and the majority Stockholders on December 10, 2013. The majority Stockholders owns 50.77% of our outstanding
voting securities. No other votes or consents are required or necessary to effect the amendment to our Articles of Incorporation.
Effective Date of Amendments
The effective date of the amendments to our Articles of Incorporation
will be on the opening of business on April ____, 2014, or a date that is 21 days from the mailing of this Information Statement
to our stockholders, subject to the filing of Articles of Amendment to our Articles of Incorporation with the State of New Jersey,
Division of Corporations.
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION
We file annual and special reports and other
information with the SEC. Certain of our SEC filings are available over the Internet at the SEC's web site at http://www.sec.gov.
You may also read and copy any document we file with the SEC at its public reference facilities:
Public Reference Room Office
100 F Street, N.E.
Room 1580
Washington, D.C. 20549
You may also obtain copies of the documents at prescribed rates
by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Callers in the
United States can also call 1-202-551-8090 for further information on the operations of the public reference facilities.
This Information Statement is provided to the holders of Common
Stock of the Company only for information purposes in connection with the actions listed above, pursuant to and in accordance with
Rule 14c-2 of the Exchange Act. Please carefully read this Information Statement.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ James Boyd
Chief Executive Officer and Director
Dated April __, 2014