ENERGY EDGE TECHNOLOGIES CORP. - FORM 10-Q

Attached files

file	filename
EX-31.2 - EXHIBIT 31.2 - ENERGY EDGE TECHNOLOGIES CORP.	ex312.htm
EX-31.1 - EXHIBIT 31.1 - ENERGY EDGE TECHNOLOGIES CORP.	ex311.htm
EX-32.1 - EXHIBIT 32.1 - ENERGY EDGE TECHNOLOGIES CORP.	ex321.htm
EX-32.2 - EXHIBIT 32.2 - ENERGY EDGE TECHNOLOGIES CORP.	ex322.htm
EXCEL - IDEA: XBRL DOCUMENT - ENERGY EDGE TECHNOLOGIES CORP.	Financial_Report.xls

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 333-167853

ENERGY EDGE TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)

New Jersey		52-2439239
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1200 Route 22 East, Suite 2000
Bridgewater, New Jersey		08807
(Address of principal executive offices)		(Zip Code)

(888) 729-5722 x 100

(Registrant’s telephone number, including area code)

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes T No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes £ No £

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Ruble 12b-2 of the Exchange Act.

Large accelerated filer £	Accelerated filer £
Non-accelerated filer £ (Do not check if a smaller reporting company)	Smaller reporting company T

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No T

The number of shares of Common Stock, $0.01 par value, outstanding on September 30, 2011 was 53,261,205 shares.

ENERGY EDGE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

	Part I – Financial Information
Item 1	Financial Statements	3
	Unaudited Balance Sheets, September 30, 2011 and December 31, 2010	3
	Unaudited Statements of Operations for the three and nine months ended September 30, 2011 and 2010	4
	Unaudited Statement of Stockholders’ Equity as of September 30, 2011	5
	Unaudited Statements of Cash Flows for the nine months ended March September 30, 2011 and 2010	6
	Notes to the Unaudited Financial Statements	7
Item 2	Management’s Discussion and Analysis or Plan of Operation	13
Item 3	Quantitative and Qualitative Disclosures about Market Risk	16
Item 4	Controls and Procedures	17

	Part II – Other Information
Item 1	Legal Proceedings	18
Item 2	Unregistered Sales Of Equity Securities And Use Of Proceeds	18
Item 3	Defaults Upon Senior Securities	18
Item 4	[Removed and Reserved]	18
Item 5	Other Information	18
Item 6	Exhibits	18

ENERGY EDGE TECHNOLOGIES CORPORATION BALANCE SHEETS (UNAUDITED) AS OF SEPTEMBER 30, 2011 AND DECEMBER 31, 2010
	September 30, 2011 (Unaudited)			December 31, 2010 (Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	5,594		$	55,510
Contract receivables		389,180			5,940
Loan receivable		9,261			18,826
Prepaid consulting fees		205,200			50,000
Prepaid marketing fees		100,000			-
Costs and estimated earnings in excess of billings on uncompleted contracts		-			45,362
Total Current Assets		709,235			175,638

Property and equipment
Computers and equipment		10,640			10,640
Less: accumulated depreciation		(3,449	)		(2,162	)
Total property and equipment (net)		7,191			8,478

Total Assets	$	716,426		$	184,116


LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Current liabilities
Accounts payable	$	108,481		$	18,192
Accrued expenses and other current liabilities		285,341			155,783
Billings in excess of costs and estimated earnings on uncompleted contracts		196,733			-
Total Liabilities		590,555			173,975

Stockholders’ equity (deficit)
Common stock, .00001 par value, 100,000,000 shares authorized, 53,261,205 shares issued and outstanding (1,500 - 2010)		533			490
Additional paid in capital		2,116,633			1,639,238
Accumulated deficit		(1,991,295	)		(1,629,587	)

Total Stockholders’ Equity		125,871			10,141

Total Liabilities and Stockholders’ Equity	$	716,426		$	184,116

The accompanying notes are an integral part of these financial statements.

ENERGY EDGE TECHNOLOGIES CORPORATION STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010

	Three months ended September 30, 2011 (Unaudited)			Three months ended September 30, 2010 (Unaudited)			Nine months ended September 30, 2011 (Unaudited)			Nine months ended September 30, 2010 (Unaudited)

CONTRACT REVENUES	$	63,762		$	411,436		$	472,903		$	987,660

CONTRACT COSTS		11,071			111,733			285,137			520,954

GROSS PROFIT (LOSS)		52,691			299,703			187,766			466,706

OPERATING EXPENSES
Wages - officers		(32,500	)		49,741			62,775			207,984
Consulting fees		64,900			54,000			155,300			594,300
Directors fees		-			-			-			80,000
Professional fees		40,246						181,647
General & administrative expenses		47,650			98,603			113,953			187,878
TOTAL OPERATING EXPENSES		120,296			202,344			513,675			1,070,162

(LOSS)/INCOME FROM OPERATIONS		(67,605	)		97,359			(325,909	)		(603,456	)

OTHER INCOME (EXPENSE)
Interest expense		(9,719	)		-			(19,549	)		-
Loss on equipment deposit		(16,250	)		(1,310	)		(16,250	)		(3,593	)
		(25,969	)		(1,310	)		(35,799	)		(3,593	)

(LOSS)/INCOME BEFORE INCOME TAX PROVISION (BENEFIT)		(93,574	)		96,049			(361,708	)		(607,049	)

INCOME TAX PROVISION (BENEFIT)
Current		-			-			-			-
Deferred		-			40,000			-			(262,000	)

NET (LOSS)/INCOME	$	(93,574	)	$	56,049		$	(361,708	)	$	(345,049	)

BASIC AND DILUTED EARNINGS PER SHARE	$	( .00	)	$	.00		$	(.01	)	$	(.01	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: BASIC AND DILUTED		53,011,205			44,572,864			51,124,015			35,869,280

The accompanying notes are an integral part of these financial statements.

ENERGY EDGE TECHNOLOGIES CORPORATION STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED) AS OF SEPTEMBER 30, 2011

	Common Stock				Additional Paid in		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Deficit			Equity (Deficit)
Balance, January 1, 2011		48,986,825	$	490	$	1,639,238	$	(1,629,587	)	$	10,141

Issuance of shares for services at $.10 per share		20,000		0		2,000		-			2,000

Issuance of shares under private placement at $.10 per share		30,000		0		3,000		-			3,000

Issuance of shares for legal services at $.10 per share		180,000		2		17,998		-			18,000

Issuance of shares for legal services at $.10 per share		544,380		5		54,433		-			54,438

Issuance of shares for consulting services at $.10 per share		2,700,000		27		269,973		-			270,000

Issuance of shares under private placement at $.10 per share		50,000		1		4,999		-			5,000

Issuance of shares to for legal services at $.10 per share		250,000		3		24,997		-			25,000

Issuance of shares for marketing services at $.20 per share		500,000		5		99,995		-			100,000

Net loss for the nine months ended September 30, 2011		-		-		-		(361,708	)		(361,708	)

Balance, September 30, 2011		53,261,205	$	533	$	2,116,633	$	(1,991,295	)	$	125,871

The accompanying notes are an integral part of these financial statements.

ENERGY EDGE TECHNOLOGIES CORPORATION STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010

	For the nine months ended September 30, 2011 (Unaudited)			For the nine months ended September 30, 2010 (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) for the period	$	(361,708	)	$	(345,049	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		1,287			1,203
Issuance of stock for services		477,438			630,300
Deferred income tax		-			(262,000	)
Changes in assets and liabilities:
Contract receivables		(383,240	)		(142,339	)
Accounts receivable – other		9,565			-
Prepaid marketing fees		(100,000	)		-
Prepaid consulting fees		(155,200	)		-
Costs and estimated earnings in excess of billings on uncompleted contracts		45,362			9,554
Accounts payable		90,289			8,445
Billings in excess of costs and estimated earnings on uncompleted contracts		196,733			(206,871	)
Payroll liabilities		(15,202	)		-
Accrued expenses and other current liabilities		144,760			79,102
Cash flows from (used in) operating activities		(49,916	)		(227,655	)

CASH FLOWS FROM INVESTING ACTIVITIES
Loan to related party		-			(66,399	)
Purchase of property and equipment		-			(7,950	)
Cash flows from (used in) investing activities		-			(74,349	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from private placements		-			340,700
Cash flows from (used in) in financing activities		-			340,700

NET INCREASE (DECREASE) IN CASH		(49,916	)		38,696
Cash, beginning of the period		55,510			4,544
Cash, end of the period	$	5,594		$	43,240

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	15,787		$	3,593
Income taxes paid	$	1,500		$	0

SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:
Shares issued for prepaid consulting/legal/marketing services	$	469,438		$	525,000

The accompanying notes are an integral part of these financial statements

ENERGY EDGE TECHNOLOGIES CORPORATION

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

NOTE 1 – NATURE OF OPERATIONS

Energy Edge Technologies Corporation (“Energy Edge” and the “Company”) was incorporated in New Jersey in January, 2004 and was in the development stage until January 1, 2008 when the assets, liabilities, and operations of a sole proprietorship controlled by the Company’s sold stockholder were transferred in. The Company provides energy engineering and services specializing in the development and implementation of advanced, turnkey projects to reduce energy losses and increase the efficiency of new and existing buildings. The Company is comprised of professional and industrial engineers, Leadership in Energy and Environmental Design (“LEED”) Accredited Professionals, and Green Building Coalition Certifying Agents. Energy Edge is a Clean Energy Pay for Performance Partner and a Smart Start Building Trade Ally. The Company’s custom designed projects are developed using proprietary methods and maximize energy savings by treating an entire facility based on its unique features and electricity and gas usage.

The Company applies a whole facility approach to energy cost reduction by applying different technologies and engineering approaches to treat most of the various electrical and gas consuming loads across facility such as lighting, HVAC, refrigeration and production equipment. The energy projects developed and implemented by the Company are ideal for virtually any type of facility and have successfully resulted in tremendous savings in manufacturing plants, hospitals, entertainment venues, office buildings, restaurants, warehouses, etc.

Revenues come primarily from engineering survey work and turnkey energy projects where the company takes responsibility for equipment procurement, installation labor, utility rebates, tax incentives, pre and post survey work, waste removal, certifications, and ongoing measurement and verification of results.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form S-1 filed with the SEC as of and for the period ended December 31, 2010. In the opinion of management, all adjustments necessary in order for the financial statements to be not misleading have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results expected for the full year.

Basis of Accounting

Energy Edge uses the accrual basis of accounting for financial statement reporting. Accordingly, revenues are recognized when products are delivered and services are rendered, and expenses are recognized when the obligation is incurred. 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. The Company has selected a December 31 year end.

Financial Instruments

The Company's financial instruments consist of cash and cash equivalents, contract receivables, related party loan receivable, 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.

ENERGY EDGE TECHNOLOGIES CORPORATION

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles of the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements

and the reported amounts of revenues and expenses during the year. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.

Concentrations of Credit Risk

The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

In addition, the Company extends credit to customers in the normal course of business. The Company monitors the account receivable balances and does not expect significant collection problems.

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.

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. No profit is recognized on change orders until they have been approved by the customer.

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.

Income Taxes

The Company uses the asset and liability method of accounting of income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We evaluate deferred tax assets to determine whether it is more likely than not that they will be realized. To the extent we believe that realization is not likely, we establish a valuation allowance.

ENERGY EDGE TECHNOLOGIES CORPORATION

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revocation of S Corporation Status

Effective January 1, 2010, the Company revoked its S Corporation status and will be taxed as a C Corporation going forward.

Research and Development

The Company has not incurred any research and development costs to date.

Recent Accounting Pronouncements

Energy Edge does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flows.

Stock-Based Compensation

The Company uses the modified prospective method of accounting for stock-based compensation. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1, 2006, based on the estimated grant-date fair value. As of September 30, 2011, the Company has not issued any stock-based payments to its employees.

The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Aquiring, or in Conjunction with Selling Good and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The Company issued 4,194,380 shares to consultants or other nonemployees to date in 2011. The shares were valued at $469,438 including $66,800 charged to consulting expense, $205,200 to prepaid consulting services, $100,000 charged to prepaid marketing fees and $97,438 charged to legal fees in the current year.

NOTE 3 – PROPERTY AND EQUIPMENT

The Company’s policy is to depreciate the cost of property and equipment over the estimated useful lives of the assets by use of the straight-line method. The office equipment presently owned by the Company is being depreciated over an estimated useful life of five years.

Depreciation expense for the nine months ended September 30, 2011 and 2010 was $1,287 and $1,203, respectively.

ENERGY EDGE TECHNOLOGIES CORPORATION

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

NOTE 4 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following at September 30, 2011 and December 31, 2010:

	September 30, 2011		December 31, 2010
Accrued penalties	$	8,667	$	-
Credit card balances		-		8,667
Accrued professional fees		17,600		16,400
Accrued contract costs		127,788		-
Accrued interest		17,822		2,050
Payroll taxes payable		98,382		113,584
Sales tax payable		15,082		15,082
Total accrued expenses and other current liabilities	$	285,341	$	155,783

NOTE 5 – STOCKHOLDERS’ EQUITY

On March 26, 2010, the Company amended its Articles of Incorporation to increase the number of authorized shares to 100,000,000 with a par value of $.00001.

The Company originally issued 1,500 no par value common shares to its founder. On May 10, 2010, the Company issued an additional 29,998,500 shares of common stock in payment of services provided by the founder of the Company. Since nominal consideration was received for the shares, these financial statements have treated the transaction as if it were a stock split. Accordingly, all share and per share data has been adjusted to reflect such stock split.

In April and May, 2010, the Company sold 1,425,000 shares of common stock at $.10 per share under a private placement to unrelated third parties for total proceeds of $142,500.

In May, 2010, the Company sold 1,000,000 shares of common stock at $.05 per share under a private placement to an unrelated third party for total proceeds of $50,000.

On June 17, 2010, the Company issued 9,000,000 common shares valued at $.10 per share for business consulting services.

On June 17, 2010, the Company issued 600,000 common shares valued at $.10 per share in payment of equity issuance costs.

On June 28, 2010, the Company issued 800,000 common shares valued at $.10 per share to four members of the Board of Directors in payment of directors’ fees.

During July, August, and September, 2010, the Company sold 1,482,000 shares of common stock at $.10 per share under a private placement to unrelated third parties for total proceeds of $148,200.

On August 2, 2010, the Company issued 1,345,825 common shares valued at $75,000 for legal services rendered to the Company.

On August 23, 2010, the Company issued 64,000 common shares at $.10 per in payment of equity issuance costs. On September 28, 2010, the Company issued 1,000,000 shares valued at $10 per share for business consulting services.

ENERGY EDGE TECHNOLOGIES CORPORATION

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED)

On August 23, 2010, the Company issued 64,000 common shares at $.10 per in payment of equity issuance costs.

On September 28, 2010, the Company issued 1,000,000 shares valued at $10 per share for business consulting services.

On October 7, 2010, the Company sold 2,050,000 shares of common stock at approximately $.08 per share under a private placement to an unrelated third party for total proceeds of $165,000.

During October, November and December, 2010, the Company sold 220,000 shares of common stock at $.10 per share under a private placement to unrelated third parties for total proceeds of $22,000.

In the first quarter of 2011, the Company issued 744,380 shares of common stock to consultants or other non-employees for business consulting or legal services. In addition, 30,000 shares of common stock were sold at $0.10 per share, under a private placement to an unrelated third party for total proceeds of $3,000.

In the second quarter of 2011, the Company issued 2,950,000 shares of common stock to consultants or other non-employees for business consulting and legal services. In addition, 50,000 shares of common stock were sold at $.10 per share to the Chief Executive Officer.

In the third quarter of 2011, 500,000 shares of common stock were issued by the Company for marketing services.

As of September 30, 2011, the company has no warrants or options outstanding.

NOTE 6 – OFFICER COMPENSATION

At September 30, 2011, the Chief Executive Officer and President, along with the Chief Financial Officer formally waived any and all accrued wages owed to them through such date. The amount waived was $154,850. There can be no assurances that the Chief Executive Officer and President or the Chief Financial Officer will waive their rights to wages going forward.

NOTE 7 – INCOME TAXES

The Company was previously taxed as an S Corporation under the provisions of the Internal Revenue Code. Effective January 1, 2010, the Company revoked its S Corporation status and is now taxed as a regular corporation.

For the period ended September 30, 2011, the Company has incurred a net loss and, therefore, has no tax liability. As of September 30, 2011, the Company had cumulative net operating loss carry forwards of approximately $1,991,295 that may be available to reduce future years’ taxable income through 2031. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The components of the provision for income tax consists of the following at September 30, 2011 and 2010:

ENERGY EDGE TECHNOLOGIES CORPORATION

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

NOTE 7 – INCOME TAXES – CONTINUED

	2011			2010
Federal income tax benefit attributable to:
Current operations	$	122,981		$	0
Less: valuation allowance		( 122,981	)		0
Net provision for Federal income taxes	$	0		$	0

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

	September 30, 2011			December 31, 2011
Deferred tax asset attributable to:
Net operating loss carryover	$	677,040		$	522,000
Less: valuation allowance		(677,040	)		(522,000	)
Net deferred tax asset	$	0		$	0

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of $1,991,295 for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

The Company neither owns nor leases any real property as of September 30, 2011. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein.

NOTE 9 – GOING CONCERN

The Company has limited working capital, and has suffered a significant loss from operations. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

The ability of Energy Edge Technologies Corporation to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations or acquiring or merging with a profitable company. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirements; however, there can be no assurance the Company will be successful in these efforts.

NOTE 10 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date on which the financial statements were issued, December 2, 2011, and has determined it does not have any material subsequent events to disclose.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

In this report, unless the context indicates otherwise, the terms "Energy Edge," "Company," "we," "us," and "our" refer to Energy Edge Technologies Corporation, a New Jersey corporation, and its wholly-owned subsidiaries.

Note regarding forward – looking statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the "Securities Act," and Section 21E of the Securities Exchange Act of 1934 or the "Exchange Act." These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or anticipated results.

In some cases, you can identify forward looking statements by terms such as "may," "intend," "might," "will," "should," "could," "would," "expect," "believe," "anticipate," "estimate," "predict," "potential," or the negative of these terms. These terms and similar expressions are intended to identify forward-looking statements. The forward-looking statements in this report are based upon management's current expectations and belief, which management believes are reasonable. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor or combination of factors, or factors we are aware of, may cause actual results to differ materially from those contained in any forward looking statements. You are cautioned not to place undue reliance on any forward-looking statements. These statements represent our estimates and assumptions only as of the date of this report. Except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

You should be aware that our actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including:

—	new competitors are likely to emerge and new technologies may further increase competition;
—	our operating costs may increase beyond our current expectations and we may be unable to fully implement our current business plan;
—	our ability to obtain future financing or funds when needed;
—	our ability to successfully obtain and maintain our diverse customer base;
—	our ability to protect our intellectual property through patents, trademarks, copyrights and confidentiality agreements;
—	our ability to attract and retain a qualified employee base;
—	our ability to respond to new developments in technology and new applications of existing technology before our competitors;
—	acquisitions, business combinations, strategic partnerships, divestures, and other significant transactions may involve additional uncertainties; and
—	our ability to maintain and execute a successful business strategy.

Other risks and uncertainties include such factors, among others, as market acceptance and market demand for our products and services, pricing, the changing regulatory environment, the effect of our accounting policies, potential seasonality, industry trends, adequacy of our financial resources to execute our business plan, our ability to attract, retain and motivate key technical, marketing and management personnel, and other risks described from time to time in periodic and current reports we file with the United States Securities and Exchange Commission, or the "SEC." You should consider carefully the statements under "Item 1A. Risk Factors" and other sections of this report, which address additional factors that could cause our actual results to differ from those set forth in the forward-looking statements and could materially and adversely affect our business, operating results and financial condition. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements.

Critical Accounting Policies and Estimates

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States ("US GAAP"). US GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expenses 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.

We believe the following is among the most critical accounting policies that impact our consolidated financial statements. We suggest that our significant accounting policies, as described in our consolidated financial statements in the Summary of Significant Accounting Policies, be read in conjunction with this Management's Discussion and Analysis of Financial Condition and Results of Operations.

We recognize revenue in accordance with Staff Accounting Bulletin ("SAB") No. 104. All of the following criteria must exist in order for us to recognize revenue:

1. Persuasive evidence of an arrangement exists;

2. Delivery has occurred;

3. The seller's price to the buyer is fixed or determinable; and

4. Collectability is reasonably assured.

The majority of the Company's revenue results from sales contracts with direct customers and revenues are generated upon the shipment of goods. The Company's pricing structure is fixed and there are no rebate or discount programs. Management conducts credit background checks for new customers as a means to reduce the subjectivity of assuring collectability. Based on these factors, the Company believes that it can apply the provisions of SAB 104 with minimal subjectivity.

Recent Accounting Pronouncements

The Company does not expect that the adoption of any recent accounting pronouncements will have any material impact on its financial statements.

Results of Operations – Three Months Ended September 30, 2011 as Compared to Three Months Ended September 30, 2010.

The following table summarizes the results of our operations during the three-month period ended September 30, 2011 and 2010, and provides information regarding the dollar and percentage increase or (decrease) from the three-month period ended September 30, 2011 to the three-month period ended September 30, 2010.

	Three Months ended September 30
	2011		2010		Increase (decrease)		% Change
Revenue	$	63,762	$	411,436	$	(347,674)	(84.5)	%
Cost of sales		11,071		111,733		(100,662)	(90.1)	%
Gross profit		52,691		299,703		(247,012)	(82.4)	%
General & administrative		47,650		98,603		(50,953)	(51.7)	%
Wages - officers, consulting fees, and professional fees		72,646		103,741		(31,095)	(30.0)	%
(Loss) Income from operations		(67,605)		97,359		164,964	169.4	%
Other expense		25,969		1,310		24,659	1882.4	%
Provision for taxation		0		40,000		(40,000)	(100.0)	%

Net (loss) income		(93,574)		56,409		149,983	265.9	%

Revenues

Sales revenue decreased from $411,436 in the three months ended September 30, 2010 to $63,762 in the same period in 2011, representing an 84.5% decrease. The Company’s sales are project oriented and the number of projects in a quarter can vary from none to several, which leads to dramatic swings in revenue. Entering the fourth quarter of 2011, the Company is working on a backlog of five projects with approximately $350,000 in potential revenue.

Cost of sales and gross margin

Cost of sales decreased from $111,733 in the three months ended September of 2010 to $11,071 in the same period in 2011, representing a 90.1% decrease. The gross profit percent increased from 72.8% in the three months ended September 30, 2010 to 82.6% in the same period in 2011. The increase in gross profit percent was mainly attributable to smaller jobs completed with higher gross margins.

Wages – officers, consulting fees, and professional fees

These expenses were $72,646 in the three months ended September 30, 2111 as compared to $103,741 in the prior period. The decrease in expenses was primarily driven by lack of working capital (which caused officers to waive accrued salary that was owed to them, resulting in a negative officers wage amount for the quarter). At September 30, 2011, the Chief Executive Officer and President and the Chief Financial Officer formally waived any and all accrued but unpaid salary owed to them for the nine months ended September 30, 2011. The amount waived was $154,850. There can be no assurances or expectations that the Chief Executive Officer and President and/or the Chief Financial Officer will waive their rights to salary going forward.

General and administrative

General and administrative expenses decreased from $98,603 in the three months ended September 30, 2010 to $47,650 for the same period in 2011, representing a decrease of $50,953 or 51.7%. The Company experienced severe liquidity constraints in the third quarter which resulted in reduced discretionary spending.

Net (loss)

Net loss for the three months ended September 30, 2011 was $(93,574) as compared to net income of $56,049 in the same period of 2010. The decrease was mainly attributable to the decrease in sales and gross margin.

Liquidity and Capital Resources

For the nine months ended September 30 2011, we used $49,916 in cash flow compared to generating $38,696 in cash flow for the nine months ended September 30, 2010, primarily due to a net loss of $361,708, an increase in contract receivables of $383,240, an increase in billings in excess of costs of $196,733 and an increase in accrued expenses and other current liabilities of $144,760. The Company issued stock for marketing and consulting services for $477,438 of which $255,200 was expensed during the nine months ended September 30, 2011. There were no investing or financing activities during 2011 as compared to the prior year when the Company received $340,700 from the issuance of stock and consumed $74,349 in investing activities..

The Company has no debt outstanding at either September 30, 2011 or 2010 and has no current plans to seek debt financing.

Cash and cash equivalents were $5,594 as of September 30, 2011 compared to $55,510 as of December 31, 2010.

We have no material commitments for capital expenditures and know of no trends, demands, commitments, or events that will result in our liquidity changing in a material way for the foreseeable future.

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.

Year 2011 Outlook

Management is looking to continue to expand its sales force in 2011 seeking to hire a vice president of sales and to expand the Company’s marketing efforts in six additional states. Management is also seeking acquisitions that complement their services but there can be no assurances that it will find companies that meet its criteria nor, if they find such companies, that they will be able to acquire them.

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements

Inflation

Inflation has not had a material impact on our business and we do not expect inflation to have an impact on our business in the near future

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

This item is not applicable as we are currently considered a smaller reporting company.

ITEM 4T. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934 (“Exchange Act”) as of the end of the period covered by this report. Based on that evaluation, our principal executive and principal financial officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Internal Control over Financial Reporting

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) for the Company. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent nor detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

Our internal controls framework is based on the criteria set forth in the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and includes those policies and procedures that: (i) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Based on such criteria, our management, with the participation of our principal executive and principal financial officer, evaluated the effectiveness of the Company’s internal control over financial reporting as of September 30, 2011, and concluded that, as of September 30, 2011, our internal control over financial reporting was effective.

Management's assessment report was not subject to attestation by the Company's independent registered public accounting firm and as such, no attestation was performed pursuant to SEC Final Rule Release Nos. 33-8934; 34-58028.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting that occurred in the three months ended September 30, 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II--OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.

ITEM 1A. RISK FACTORS

No material change since the filing of the Company’s Form 10-K with the Securities and Exchange Commission on April 15, 2011.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the quarter ended September 30, 2011, the Company issued 500,000 shares for professional services.

Issuer Purchases of Equity Securities

We did not repurchase any of our securities during the quarter ended September 30, 2011.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. [REMOVED AND RESERVED].

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS.

Exhibit Number		Description
31.1		Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ENERGY EDGE TECHNOLOGIES CORPORATION

(Registrant)

By: /s/ Joe Ragosta

Joe Ragosta

Chief Executive Officer, President, and Director

Date: December 2, 2011

By: /s/Robert Holdsworth

Robert Holdsworth

Chief Financial Officer

Date: December 2, 2011

Attached files

ENERGY EDGE TECHNOLOGIES CORP. Reports

Also read