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    <td width="100%" colspan="2" height="1"><p class="MsoNormal" align="center"
    style="text-align:center"><font size="4"><b>UNITED STATES</b></font></td>
  </tr>
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    <td width="100%" colspan="2" height="1"><p class="MsoNormal" align="center"
    style="text-align:center"><font size="4"><b>SECURITIES AND EXCHANGE COMMISSION</b></font></td>
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    <td width="100%" colspan="2" height="1"><p class="MsoNormal" align="center"
    style="text-align:center">&nbsp; </td>
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    <td width="100%" colspan="2" height="1"><p align="center"><font size="4"><b>Washington, DC
    20549</b></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p align="center"><font size="3">Registration
    Statement</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p align="center"><font size="3">on Form S-8</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p align="center"><font size="3">Under the
    Securities Act of 1933</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25">&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p align="center"><font size="5"><strong><u>Exergetic
    Energy, Inc.</u></strong></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p align="center"><font size="2">(Exact name of
    Registrant as specified in its charter)</font></td>
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  <tr>
    <td width="50%" height="1"><font size="2">&nbsp; </font></td>
    <td width="50%" height="1"><font size="2">&nbsp; </font></td>
  </tr>
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    <td width="50%" height="1"><p align="center"><font face="TIMES NEW ROMAN, TIMES, SERIF"
    size="2"><u>Michigan</u></font></td>
    <td width="50%" height="1"><p align="center"><font face="TIMES NEW ROMAN, TIMES, SERIF"
    size="2"><u>27-2950066</u></font></td>
  </tr>
  <tr>
    <td width="50%" height="1"><p align="center"><font size="1">(State of Incorporation)</font></td>
    <td width="50%" height="1"><p align="center"><font size="1">(IRS Employer Identification
    Number)</font></td>
  </tr>
  <tr>
    <td width="50%" height="2"><font size="2">&nbsp;&nbsp; </font></td>
    <td width="50%" height="2"><font size="2">&nbsp; </font></td>
  </tr>
  <tr>
    <td width="50%" align="center" height="1"><font
    style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><u>440 Burroughs,
    Suite 386, Detroit, MI</u></font></td>
    <td width="50%" height="1"><p align="center"><font face="TIMES NEW ROMAN, TIMES, SERIF"
    size="2"><u>48202</u></font></td>
  </tr>
  <tr>
    <td width="50%" align="center" height="1"><p align="center"><font size="1">(Address of
    Principal Executive Offices)</font></td>
    <td width="50%" height="1"><p align="center"><font size="1">(Zip Code)</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="1"><font size="2"><u>2010 Employee
    Benefit Plan</u></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="1"><font size="1">(Full title of the
    plan)</font></td>
  </tr>
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    <td width="100%" colspan="2" align="center" height="25">&nbsp; </td>
  </tr>
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    <td width="100%" colspan="2" align="center" height="1"><font
    face="TIMES NEW ROMAN, TIMES, SERIF" size="2"><u>Clarence B. McCollum, 440 Burroughs,
    Suite 386, Detroit, MI 48202</u></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="1"><font size="1">(Name, address and
    telephone number of agent for service)</font></td>
  </tr>
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    <td width="100%" colspan="2" align="center" height="25">&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p align="center"><font size="2"><u>Approximate
    Date of Commencement of Proposed Sales under the 2010 Employee Benefit Plan:</u></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p class="MsoNormal" align="center"
    style="text-align:center"><font size="1">As soon as practicable after this registration
    statement becomes effective</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="1"><font size="2">Total Number of
    Pages: 7</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="1"><font size="1">Exhibit Index begins
    on sequentially numbered page: 3</font></td>
  </tr>
</table>

<p align="center"><font size="2">Calculation of Registration Fee</font></p>

<table border="0" width="100%" cellspacing="0" height="56">
  <tr>
    <td width="26%"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="2"><font
    size="1">Title of Securities to be Registered</font></td>
    <td width="15%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="2"><font
    size="1">Amount to be Registered</font></td>
    <td width="23%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="2"><font
    size="1">Proposed Maximum Offering Price per Share</font></td>
    <td width="22%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="2"><font
    size="1">Proposed Maximum Aggregate Offering Price</font></td>
    <td width="14%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-right: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)"
    height="20"><font size="1">Amount of Registration Fee</font></td>
  </tr>
  <tr>
    <td width="26%"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"
    height="2"><font size="1">Common Stock par value $.0001</font></td>
    <td width="15%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"
    height="2"><font size="1">2,150,000</font></td>
    <td width="23%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"
    height="2"><font size="1">$0.25(2)</font></td>
    <td width="22%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"
    height="2"><font size="1">$537,500</font></td>
    <td width="14%" align="center" style="border: 1px solid rgb(0,0,0)" height="2"><font
    color="#000000" size="1">$62.40</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="5" height="1"><font size="1">(1) Pursuant to Rule 457(c), the
    registration fee is calculated on the basis of the bid price of the Registrant's common
    stock on OTCQB on January 19, 2011.</font></td>
  </tr>
</table>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<p align="center"><font size="2"><strong>PART I</strong></font></p>

<p align="center"><font size="2">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</font></p>

<p style="text-align: justify"><font size="2">ITEM 1. PLAN INFORMATION</font></p>

<p style="text-align: justify"><font size="2">&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The documents containing the information
specified in Part I, Items 1 and 2, will be delivered to each of the participants in
accordance with Form S-8 and Rule 428 promulgated under the Securities Act of 1933, as
amended, (the &quot; Act&quot;). </font></p>

<p style="text-align: justify"><font size="2">ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE
PLAN ANNUAL INFORMATION</font></p>

<p style="text-align: justify"><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The employees participating in the 2010 employee benefit plan shall be provided a written
statement notifying them that upon written or oral request they will be provided, without
charge, (i) the documents incorporated by reference in Item 3 of Part II of the
registration statement, and (ii) other documents required to be delivered pursuant to Rule
428(b). The statement will inform the participants that these documents are incorporated
by reference in the Section 10(a) prospectus directed in writing or orally to the
Registrant's CEO or corporate secretary at </font><font
face="TIMES NEW ROMAN, TIMES, SERIF" size="2">440 Burroughs, Suite 386, Detroit, MI 48202</font><font
size="2">, telephone number (313) 405-7547.</font></p>

<p align="center"><font size="2"><strong>PART II</strong></font></p>

<p align="center"><font size="2">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</font></p>

<p><font size="2">ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE</font></p>

<p><font size="2">By this reference, the following documents filed by the Registrant with
the Securities and Exchange Commission (the &quot;Commission&quot;) are incorporated into
and made a part of this registration statement:</font></p>

<p><font size="2">- Registrant's Quarterly Report on Form 10-Q for the quarter ended March
31, 2010, June 30, 2010 and September 30, 2010, as filed with the Commission;<br>
- Registrant's Annual Report on Form 10-K for the year ended December 31, 2009, as filed
with the Commission;<br>
- Registrant's Current Report on Form 8-K, as filed with the Commission on December 29,
2010;<br>
- The description of the Registrant's Common Stock is set forth in the Registrant's
registration statement on Form 10SB/12g filed with the SEC on January 26, 2001.</font></p>

<p><font size="2">All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the &quot;Exchange
Act&quot;), subsequent to the date of this registration statement and prior to the filing
of a post-effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference in this Registration Statement and
to be a part hereof from the date of filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this registration statement to the extent
that a statement contained herein or in any other subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.</font></p>

<p style="text-align:justify"><font size="2">ITEM 4. DESCRIPTION OF SECURITIES</font></p>

<p style="text-align:justify"><font size="2">The Registrant's common stock is registered
under Section 12(g) of the Exchange Act. The description of the Registrant's common stock
is set forth in the Registrant's registration statement on Form 10SB/12g&nbsp; filed with
the SEC on January 26, 2001.</font></p>

<p style="text-align:justify"><font size="2">ITEM 5. INTERESTS OF NAMED EXPERTS AND
COUNSEL</font></p>

<p style="text-align:justify"><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
None.</font></p>

<p style="text-align:justify"><font size="2">ITEM 6. INDEMNIFICATION OF DIRECTORS AND
OFFICERS</font></p>

<p><font size="2">Sections&nbsp;1561 through 1571 of the Michigan Business Corporation Act
(the &#147;MBCA&#148;) authorize a corporation to grant or a court to award, indemnity to
directors, officers, employees and agents in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including reimbursement for
expenses incurred) arising under the Act. </font></p>

<p><font size="2">The Bylaws of the Company provide that the Company shall, to the fullest
extent authorized or permitted by the MBCA, or other applicable law, indemnify a director
or officer who was or is a party or is threatened to be made a party to any proceeding by
or in the right of the Company to procure a judgment in its favor by reason of the fact
that such person is or was a director, officer, employee or agent of the Company, against
expenses, including actual and reasonable attorneys&#146; fees, and amounts paid in
settlement incurred in connection with the action or suit, if the indemnitee acted in good
faith and in a manner the person reasonably believed to be in, or not opposed to, the best
interests of the Company or its shareholders. </font></p>

<p><font size="2">The Bylaws also authorize the Company to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of the
Company against any liability asserted against or incurred by such person in such capacity
or arising out of such person&#146;s status as such, regardless of whether the Company
would have the power to indemnify such person against such liability under the provisions
of the MBCA. </font></p>

<p><font size="2">Section&nbsp;1209 of the MBCA permits a Michigan corporation to include
in its Articles of Incorporation a provision eliminating or limiting a director&#146;s
liability to a corporation or its shareholders for monetary damages for breaches of
fiduciary duty. The enabling statute provides, however, that liability for breaches of the
duty of loyalty, acts or omissions not in good faith or involving intentional misconduct
or knowing violations of the law, or the receipt of improper personal benefits cannot be
eliminated or limited in this manner. </font></p>

<p><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" size="2">Insofar
as indemnification for liabilities arising under the Act may be permitted to directors,
offices or controlling persons of the Company, pursuant to the foregoing provisions, or
otherwise, the Company has been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed in the
Act, and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered hereunder, the Company will,
unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.</font></p>

<p><font size="2">ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED</font></p>

<p><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not
applicable.</font></p>

<p><font size="2">ITEM 8. EXHIBITS</font></p>

<table border="0" width="100%" cellspacing="0">
  <tr>
    <td width="15%"><font size="2">Exhibit No.</font></td>
    <td width="85%"><font size="2">Description of Exhibits</font></td>
  </tr>
  <tr>
    <td width="15%"><font size="2">5.1</font></td>
    <td width="85%"><font size="2">Opinion of Thomas J. Craft, Jr., PL, regarding legality of
    the securities, filed herewith.</font></td>
  </tr>
  <tr>
    <td width="15%"><font size="2">23.1</font></td>
    <td width="85%"><font size="2">Consent of Thomas J. Craft, Jr., PL, contained in Exhibit
    5.1 filed herewith.</font></td>
  </tr>
  <tr>
    <td width="15%"><font size="2">23.2</font></td>
    <td width="85%"><font size="2">Consent of Silberstein Ungar, PLLC, filed herewith.</font></td>
  </tr>
</table>

<p style="text-align:justify"><font size="2">ITEM 9. UNDERTAKINGS</font></p>

<p style="text-align:justify"><font size="2">(a) The undersigned Registrant hereby
undertakes: </font></p>

<p style="text-align:justify"><font size="2">(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this registration statement:<br>
&nbsp;&nbsp;&nbsp; (i) To include any prospectus required by section 10(a)(3) of the Act;<br>
&nbsp;&nbsp;&nbsp; (ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and<br>
&nbsp;&nbsp;&nbsp; (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any material change
to such information in the registration statement; provided, however, that paragraphs
(1)(i) and (1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Securities and Exchange Commission by the registrant pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.</font></p>

<p style="text-align:justify"><font size="2">(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.</font></p>

<p style="text-align:justify"><font size="2">(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering:<br>
&nbsp;&nbsp;&nbsp; (i) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act that is incorporated
by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and<br>
&nbsp;&nbsp;&nbsp; (ii) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person against
the registrant in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.</font></p>

<p><font size="2">(b)<i> </i>Filings incorporating subsequent Exchange Act documents by
reference. </font></p>

<p><font size="2">The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's
Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide offering thereof.
</font></p>

<p align="justify"><font size="2">Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the above-described provisions or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final adjudication of
such issue.</font></p>

<p align="center" style="text-align:center"><font size="2">SIGNATURES</font></p>

<p style="text-align:justify;text-indent:.5in"><font size="2">Pursuant to the requirements
of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized on this January 20, 2011.</font></p>

<table border="0" width="100%" cellspacing="0" height="1">
  <tr>
    <td width="100%" height="21"><font size="2">Exergetic Energy, Inc.</font></td>
  </tr>
  <tr>
    <td width="100%" height="1"><font size="2">/s/ Clarence B. McCollum</font></td>
  </tr>
  <tr>
    <td width="100%" height="21"><font size="2">CEO and Chairman</font></td>
  </tr>
</table>

<p>&nbsp;</p>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<p align="center"><font size="2"><strong>Exhibit 5.1</strong></font></p>

<table border="0" width="100%" cellspacing="0">
  <tr>
    <td width="100%"><p align="center"><strong><font size="2">Thomas J. Craft, Jr., PL</font></strong></td>
  </tr>
  <tr>
    <td width="100%" align="center"><font size="2">5420 North Ocean Drive, Suite 2102</font></td>
  </tr>
  <tr>
    <td width="100%" align="center"><font size="2">Singer Island, FL 33404</font></td>
  </tr>
  <tr>
    <td width="100%" align="center"><font size="2">Phone: (561) 317-7036</font></td>
  </tr>
</table>

<p align="center" style="text-align:center">&nbsp;</p>

<table border="0" width="100%" cellspacing="0">
  <tr>
    <td width="100%"><p align="right"><font size="2">January 19, 2011</font></td>
  </tr>
  <tr>
    <td width="100%"><p align="left"><font size="2">U.S. Securities and Exchange Commission</font></td>
  </tr>
  <tr>
    <td width="100%"><p align="left"><font size="2">Washington, DC 20549</font></td>
  </tr>
</table>

<p align="center" style="text-align:center">&nbsp;</p>

<table border="0" width="100%" cellspacing="0">
  <tr>
    <td width="24%"><p align="right"><font size="2">Re: </font></td>
    <td width="76%"><font size="2">Exergetic Energy, Inc.</font></td>
  </tr>
  <tr>
    <td width="24%"></td>
    <td width="76%"><font size="2">Commission File No. 0-32267</font></td>
  </tr>
  <tr>
    <td width="24%"></td>
    <td width="76%"><font size="2">Registration Statement on Form S-8</font></td>
  </tr>
</table>

<p style="text-align:justify"><font size="2">Gentlemen:</font></p>

<p style="text-align:justify"><font size="2">I have been requested by Exergetic Energy,
Inc. (the &quot;Registrant&quot;) to furnish an opinion as to matters hereinafter set
forth in connection with this registration statement on Form S-8 under the Securities Act
of 1933, as amended (the &quot;Act&quot;), covering a total of 2,150,000 shares of common
stock to be registered under the 2010 Employee Benefit Plan. </font></p>

<p style="text-align:justify"><font size="2">In connection with this opinion, I have
reviewed the filings of the Registrant incorporated by reference in this registration
statement and have determined that the Registrant is current in its reporting requirements
under the Securities Exchange Act of 1934. I have also reviewed other documents of the
Registrant and have further determined that the shares when issued will have been legally
issued, fully paid and non-assessable. Further, the Registrant has duly authorized the
issuance of the shares and the filing of this registration statement on Form S-8 under the
Act. I hereby consent to the inclusion of this opinion in the registration statement on
Form S-8 being duly filed with the Securities and Exchange Commission.</font></p>

<p style="text-align:justify"><font size="2">Very truly yours,</font></p>

<p style="text-align:justify"><font size="2"><u>/s/ Thomas J. Craft, Jr.,PL</u> <u><br>
</u>Thomas J. Craft, Jr., PL</font></p>
</div>

<p><font size="2"><br clear="all"
style="page-break-before:always; mso-break-type:section-break">
</font></p>
<div>

<p align="left" style="text-align:center"><font size="2"><strong>Exhibit 23.1</strong></font></p>

<p align="center" style="text-align:center"><font size="2">(Contained in Opinion-Exhibit
5.1)</font></p>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<p align="center"><font size="2"><strong>Exhibit 23.2</strong></font></p>
<u><font FACE="Optima" SIZE="5" COLOR="#a2224b">

<p>Silberstein Ungar, PLLC </font><font FACE="Optima" COLOR="#a2224b">CPAs and Business
Advisors</font><font COLOR="#a2224b"></p>
</u>

<p ALIGN="RIGHT"></font><font size="2" COLOR="#a2224b">Phone (248) 203-0080<br>
</font><font color="#000000" size="2">Fax (248) 281-0940<br>
30600 Telegraph Road, Suite 2175<br>
Bingham Farms, MI 48025-4586<br>
</font><font COLOR="#a2224b" size="2">www.sucpas.com</font><font COLOR="#a2224b"></p>
</font>

<p><font size="2">January 20, 2011</font></p>

<p><font size="2">To the Board of Directors of<br>
Exergetic Energy, Inc.<br>
Southfield, Michigan</font></p>

<p><font size="2">To Whom It May Concern:</font></p>
<b>

<p ALIGN="CENTER"><font size="2">Consent of Independent Registered Public Accounting Firm</font></p>
</b>

<p ALIGN="JUSTIFY"><font size="2">We consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated May 25, 2010, relating to the
balance sheets of Specialized Services, Inc. as of December 31, 2009 and 2008 and the
related statements of operations, stockholders&#146; deficit and cash flows for the years
then ended appearing in the Annual Report on Form 10-K.</font></p>

<p><font size="2">Sincerely,</font></p>
<u>

<p><font size="2">&nbsp;/s/ Silberstein Ungar, PLLC</font></p>
</u>

<p><font size="2">Silberstein Ungar, PLLC</font></p>
</div>
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xngr
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
    20549
Registration
    Statement
on Form S-8
Under the
    Securities Act of 1933
Exergetic
    Energy, Inc.
(Exact name of
    Registrant as specified in its charter)
Michigan
27-2950066
(State of Incorporation)
(IRS Employer Identification
    Number)
440 Burroughs,
    Suite 386, Detroit, MI
48202
(Address of
    Principal Executive Offices)
(Zip Code)
2010 Employee
    Benefit Plan
(Full title of the
    plan)
Clarence B. McCollum, 440 Burroughs,
    Suite 386, Detroit, MI 48202
(Name, address and
    telephone number of agent for service)
Approximate
    Date of Commencement of Proposed Sales under the 2010 Employee Benefit Plan:
As soon as practicable after this registration
    statement becomes effective
Total Number of
    Pages: 7
Exhibit Index begins
    on sequentially numbered page: 3
Calculation of Registration Fee
Title of Securities to be Registered
Amount to be Registered
Proposed Maximum Offering Price per Share
Proposed Maximum Aggregate Offering Price
Amount of Registration Fee
Common Stock par value $.0001
2,150,000
$0.25(2)
$537,500
$62.40
(1) Pursuant to Rule 457(c), the
    registration fee is calculated on the basis of the bid price of the Registrant's common
    stock on OTCQB on January 19, 2011.
PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 1. PLAN INFORMATION
The documents containing the information
specified in Part I, Items 1 and 2, will be delivered to each of the participants in
accordance with Form S-8 and Rule 428 promulgated under the Securities Act of 1933, as
amended, (the " Act").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE
PLAN ANNUAL INFORMATION
The employees participating in the 2010 employee benefit plan shall be provided a written
statement notifying them that upon written or oral request they will be provided, without
charge, (i) the documents incorporated by reference in Item 3 of Part II of the
registration statement, and (ii) other documents required to be delivered pursuant to Rule
428(b). The statement will inform the participants that these documents are incorporated
by reference in the Section 10(a) prospectus directed in writing or orally to the
Registrant's CEO or corporate secretary at
440 Burroughs, Suite 386, Detroit, MI 48202
, telephone number (313) 405-7547.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
By this reference, the following documents filed by the Registrant with
the Securities and Exchange Commission (the "Commission") are incorporated into
and made a part of this registration statement:
- Registrant's Quarterly Report on Form 10-Q for the quarter ended March
31, 2010, June 30, 2010 and September 30, 2010, as filed with the Commission;
- Registrant's Annual Report on Form 10-K for the year ended December 31, 2009, as filed
with the Commission;
- Registrant's Current Report on Form 8-K, as filed with the Commission on December 29,
2010;
- The description of the Registrant's Common Stock is set forth in the Registrant's
registration statement on Form 10SB/12g filed with the SEC on January 26, 2001.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date of this registration statement and prior to the filing
of a post-effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference in this Registration Statement and
to be a part hereof from the date of filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this registration statement to the extent
that a statement contained herein or in any other subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Registrant's common stock is registered
under Section 12(g) of the Exchange Act. The description of the Registrant's common stock
is set forth in the Registrant's registration statement on Form 10SB/12g  filed with
the SEC on January 26, 2001.
ITEM 5. INTERESTS OF NAMED EXPERTS AND
COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND
OFFICERS
Sections 1561 through 1571 of the Michigan Business Corporation Act
(the "MBCA") authorize a corporation to grant or a court to award, indemnity to
directors, officers, employees and agents in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including reimbursement for
expenses incurred) arising under the Act.
The Bylaws of the Company provide that the Company shall, to the fullest
extent authorized or permitted by the MBCA, or other applicable law, indemnify a director
or officer who was or is a party or is threatened to be made a party to any proceeding by
or in the right of the Company to procure a judgment in its favor by reason of the fact
that such person is or was a director, officer, employee or agent of the Company, against
expenses, including actual and reasonable attorneys' fees, and amounts paid in
settlement incurred in connection with the action or suit, if the indemnitee acted in good
faith and in a manner the person reasonably believed to be in, or not opposed to, the best
interests of the Company or its shareholders.
The Bylaws also authorize the Company to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of the
Company against any liability asserted against or incurred by such person in such capacity
or arising out of such person's status as such, regardless of whether the Company
would have the power to indemnify such person against such liability under the provisions
of the MBCA.
Section 1209 of the MBCA permits a Michigan corporation to include
in its Articles of Incorporation a provision eliminating or limiting a director's
liability to a corporation or its shareholders for monetary damages for breaches of
fiduciary duty. The enabling statute provides, however, that liability for breaches of the
duty of loyalty, acts or omissions not in good faith or involving intentional misconduct
or knowing violations of the law, or the receipt of improper personal benefits cannot be
eliminated or limited in this manner.
Insofar
as indemnification for liabilities arising under the Act may be permitted to directors,
offices or controlling persons of the Company, pursuant to the foregoing provisions, or
otherwise, the Company has been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed in the
Act, and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered hereunder, the Company will,
unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not
applicable.
ITEM 8. EXHIBITS
Exhibit No.
Description of Exhibits
5.1
Opinion of Thomas J. Craft, Jr., PL, regarding legality of
    the securities, filed herewith.
23.1
Consent of Thomas J. Craft, Jr., PL, contained in Exhibit
    5.1 filed herewith.
23.2
Consent of Silberstein Ungar, PLLC, filed herewith.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby
undertakes:
(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any material change
to such information in the registration statement; provided, however, that paragraphs
(1)(i) and (1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Securities and Exchange Commission by the registrant pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering:
(i) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act that is incorporated
by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
(ii) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person against
the registrant in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
(b)
Filings incorporating subsequent Exchange Act documents by
reference.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's
Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the above-described provisions or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized on this January 20, 2011.
Exergetic Energy, Inc.
/s/ Clarence B. McCollum
CEO and Chairman
Exhibit 5.1
Thomas J. Craft, Jr., PL
5420 North Ocean Drive, Suite 2102
Singer Island, FL 33404
Phone: (561) 317-7036
January 19, 2011
U.S. Securities and Exchange Commission
Washington, DC 20549
Re:
Exergetic Energy, Inc.
Commission File No. 0-32267
Registration Statement on Form S-8
Gentlemen:
I have been requested by Exergetic Energy,
Inc. (the "Registrant") to furnish an opinion as to matters hereinafter set
forth in connection with this registration statement on Form S-8 under the Securities Act
of 1933, as amended (the "Act"), covering a total of 2,150,000 shares of common
stock to be registered under the 2010 Employee Benefit Plan.
In connection with this opinion, I have
reviewed the filings of the Registrant incorporated by reference in this registration
statement and have determined that the Registrant is current in its reporting requirements
under the Securities Exchange Act of 1934. I have also reviewed other documents of the
Registrant and have further determined that the shares when issued will have been legally
issued, fully paid and non-assessable. Further, the Registrant has duly authorized the
issuance of the shares and the filing of this registration statement on Form S-8 under the
Act. I hereby consent to the inclusion of this opinion in the registration statement on
Form S-8 being duly filed with the Securities and Exchange Commission.
Very truly yours,
/s/ Thomas J. Craft, Jr.,PL
Thomas J. Craft, Jr., PL
Exhibit 23.1
(Contained in Opinion-Exhibit
5.1)
Exhibit 23.2
Silberstein Ungar, PLLC
CPAs and Business
Advisors
Phone (248) 203-0080
Fax (248) 281-0940
30600 Telegraph Road, Suite 2175
Bingham Farms, MI 48025-4586
www.sucpas.com
January 20, 2011
To the Board of Directors of
Exergetic Energy, Inc.
Southfield, Michigan
To Whom It May Concern:
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated May 25, 2010, relating to the
balance sheets of Specialized Services, Inc. as of December 31, 2009 and 2008 and the
related statements of operations, stockholders' deficit and cash flows for the years
then ended appearing in the Annual Report on Form 10-K.
Sincerely,
/s/ Silberstein Ungar, PLLC
Silberstein Ungar, PLLC