ENERGY EDGE TECHNOLOGIES CORP. - FORM 10-Q

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

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 March 31, 2013

[ ] 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.)

433 Plaza Real, Suite 275
Boca Raton, Florida		33432
(Address of principal executive offices)		(Zip Code)

(561) 962-4258

(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 x No o

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 x No o

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 o	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company x

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

The number of shares of Common Stock, $0.00001 par value, outstanding on May 14, 2013 was 102,873,829.

ENERGY EDGE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

	Part I – Financial Information
Item 1	Financial Statements
	Consolidated Balance Sheets, March 31, 2013 and December 31, 2012 (Unaudited)	F-1
	Consolidated Statements of Operations and Comprehensive Income for the three months ended March 31, 2013 and 2012 (Unaudited)	F-2
	Consolidated Statement of Stockholders’ Equity as of March 31, 2013 (Unaudited)	F-3
	Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012 (Unaudited)	F-4
	Notes to the Consolidated Financial Statements	F-5 – F-13
Item 2	Management’s Discussion and Analysis or Plan of Operation	3
Item 3	Quantitative and Qualitative Disclosures about Market Risk	6
Item 4	Controls and Procedures	6

	Part II – Other Information
Item 1	Legal Proceedings	7
Item 2	Unregistered Sales Of Equity Securities And Use Of Proceeds	7
Item 3	Defaults Upon Senior Securities	7
Item 4	Mine Safety Disclosures	7
Item 5	Other Information	7
Item 6	Exhibits	7

Table of Contents

PART 1. FINANCIAL STATEMENTS

ITEM 1. FINANCIAL STATEMENTS

ENERGY EDGE TECHNOLOGIES CORPORATION

CONSOLIDATED BALANCE SHEETS (Unaudited)

AS OF MARCH 31, 2013 AND DECEMBER 31, 2012

ASSETS	March 31, 2013			December 31, 2012
Current Assets
Cash and cash equivalents	$	24,737		$	18,553
Contract receivables – net		-			-
Costs and estimated earnings in excess of billings		-			-
Accounts receivable – other		348			348
Prepaid expenses		295,233			300,442
Total Current Assets		320,318			319,343

Property and Equipment
Computers and equipment		10,640			10,640
Less: accumulated depreciation		(6,024	)		(5,595	)
Property and Equipment – net		4,616			5,045
Other Assets
Intangible Assets		3,566			0
TOTAL ASSETS	$	328,500		$	324,388

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Liabilities
Current liabilities
Accounts payable	$	165,798		$	343,334
Accrued expenses and other current liabilities		97,237			125,830
Due to Related Parties		15,615			30,696
Billings in excess of costs and estimated earnings on uncompleted contracts		-			-
Total Liabilities		278,650			499,860

Stockholders’ Equity (Deficit)
Common stock, $.00001 par value, 250,000,000 shares authorized, 100,357,026 shares issued and outstanding (78,667,872 – December 31, 2012)		999			782
Additional paid in capital		3,102,389			2,616,359
Subscription receivable		(1,000	)		(1,000	)
Treasury stock		(5,000	)		(5,000	)
Accumulated deficit		(3,047,931	)		(2,746,648	)
		49,457			(135,507	)
Non-controlling interests		393			(39,965	)
Total Stockholders’ Equity (Deficit)		49,850			(175,472	)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	328,500		$	324,388

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

F-1

Table of Contents

ENERGY EDGE TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

	Three Months Ended March 31,
	2013			2012

CONTRACT REVENUES	$	2,240		$	146,071

CONTRACT COSTS		2,521			117,987

GROSS PROFIT		(281	)		28,084

OPERATING EXPENSES
Compensation		17,166			6,088
Consulting services		100,919			10,727
Professional fees		19,534			4,020
Director fees		2,000			-
General & administrative expenses		119,375			19,636
TOTAL OPERATING EXPENSES		258,994			40,471

LOSS FROM OPERATIONS		(259,275	)		(12,387	)

OTHER INCOME (EXPENSE)
Interest expense		(950	)		(1,274	)

LOSS FROM OPERATIONS AND BEFORE NON-CONTROLLING INTERESTS		(260,225	)		(13,661	)

LESS: LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS		50,408			-

LOSS BEFORE PROVISION FOR INCOME TAXES		(209,817	)		(13,661	)

PROVISION FOR INCOME TAXES		-			-

NET LOSS ATTRIBUTABLE TO ENERGY EDGE TECHNOLOGIES CORPORATION	$	(209,817	)	$	(13,661	)

LOSS PER SHARE: BASIC AND DILUTED	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		94,364,613			82,711,205

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

F-2

Table of Contents

ENERGY EDGE TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) (Unaudited)

AS OF MARCH 31, 2013

	Common Stock						Additional Paid in			Subscription			Treasury			Non-Controlling			Accumulated Deficit			Total Stockholders’ Equity (Deficit)
	Shares			Amount			Capital			Receivable			Stock			Interests			(Restated)			(Restated)

Balance, December 31, 2010, as originally reported		48,986,825		$	490		$	1,639,238		$	-		$	-		$	-		$	(1,629,587	)	$	10,141

Correction of payroll tax liability																				74,200			74,200

Balance, December 31, 2010, as restated		48,986,825			490			1,639,238			-			-			-			(1,555,387	)		84,341

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

Issuance of shares for consulting services		28,270,000			283			47,917			-			-			-			-			48,200

Issuance of shares for legal services		3,974,380			40			138,798			-			-			-			-			138,838

Net loss for the year ended December 31, 2011		-			-			-												(448,290	)		(448,290	)

Balance, December 31, 2011, as restated		81,261,205			813			1,828,953			-			-			-			(2,003,677	)		(173,911	)

Issuance of shares for cash		10,916,667			109			122,891			-			-			-			-			123,000

Issuance of shares for services		16,000,000			160			668,215			-			-			-			-			668,375

Shares retired per merger agreement		(28,000,000	)		(280	)		280			-			-			-			-			-

Shares returned by consultants		(2,010,000	)		(20	)		(3,980	)		-			-			-			-			(4,000	)

Purchase of treasury stock		-			-			-			-			(5,000	)		-			-			(5,000	)

Acquisition of stock in subsidiaries		-			-			-			(1,000	)		-			1,190			-			190

Net loss for the year ended December 31, 2012		-			-			-			-			-			(41,155	)		(742,971	)		(784,126	)

Balance, December 31, 2012		78,167,872			782			2,616,359			(1,000	)		(5,000	)		(39,965	)		(2,746,648	)		(175,472	)

Issuance of shares for cash		18,533,334			185			288,928															289,113

Issuance of shares for services		1,700,000			17			80,983															81,000

Issuance of stock for cancellation of debt		1,455,820			15			116,119															116,134

Acquisition of non-controlling interest																	(700	)					(700	)

Termination of non-controlling interest																	91,466			(91,466	)		-

Net loss for the 3 months ended March 31, 2013																	(50,408	)		(209,817	)		(260,225	)

Balance March 31, 2013		100,357,026		$	999		$	3,102,389		$	(1,000	)	$	(5,000	)	$	393		$	(3,047,931	)	$	49,850

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

F-3

Table of Contents

ENERGY EDGE TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

Three Month Ended March 31,

	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) for the year	$	(209,817	)	$	(13,661	)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-controlling interests		(50,408	)		-
Depreciation		429			430
Shares issued for services		81,000			1,500
Share returned to Company by consultants		-			-
Changes in operating assets and liabilities:
Accounts receivable		-			(48,008	)
Costs and estimated earnings in excess of billings on uncompleted contracts		-			19,321
Accounts receivable - other		-			7,789
Prepaid consulting fees		5,209			(7,123	)
Accounts payable		(61,402	)		(41,076	)
Billings in excess of costs and estimated earnings on uncompleted contracts		-			94,574
Sales tax payable		-			-
Accrued expenses and other current liabilities		(28,593	)		(6,549	)

Cash flows provided by (used in) operating activities		(263,582	)		7,197

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		-			-
Purchase of intangible assets		(3,566	)		-
Cash flows used in investing activities		(3,566	)		-

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in related party loans		(15,781	)		(3,138	)
Proceeds from the sale of common stock		289,113			-
Purchase of treasury shares		-			(5,000	)
Cash flows provided by (used in) financing activities		273,332			(8,138	)

Net increase (decrease) in cash and cash equivalents		6,184			(941	)
Cash and cash equivalents, beginning of the period		18,553			3,243
Cash and cash equivalents, end of the period	$	24,737		$	2,302

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	950		$	1,274
Income taxes paid	$	-		$	500

SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of stock in payment of accounts payable	$	116,134		$	0
Acquisition of non-controlling interest	$	91,466		$	0

The accompanying notes are an integral part of these financial statements

F-4

Table of Contents

ENERGY EDGE TECHNOLOGIES CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2013

NOTE 1 – NATURE OF OPERATIONS

Energy Edge Technologies Corporation (“Energy Edge”, “EEDG”, “Energy Edge Solutions”, “EES”, The Gourmet Wing Company, Inc.”, “The Gourmet Wing Company”, “TGWC” and the “Company”) was incorporated in New Jersey in January, 2004. Energy Edge Technologies Corporation is comprised of two subsidiaries; Energy Edge Solutions and The Gourmet Wing Company, Inc

Energy Edge Solutions (EES) 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. EES’ 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.

EES 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 EES 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.

EES’ revenues come primarily from engineering survey work and turnkey energy projects where EES 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.

The Gourmet Wing Company, Inc. (TGWC) is a newly formed combined fast casual restaurant company in the chicken wing segment and restaurant management company. TGWC is primarily engaged in the business of developing and subsequently managing, licensing, operating, developing and franchising a broad portfolio of restaurant and food concepts.

TGWC revenues will primarily be derived from management fees, royalty fees, licensing fees and franchise fees. TGWC will also sell food, sauces, mixes and other supplies to its franchisees/licensees.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation

The consolidated financial statements include the accounts of Energy Edge Technologies Corporation, Dry Fried Wing Company, and Energy Edge Solutions, Inc.(collectively, the “Company”). All material intercompany transactions have been eliminated.

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.

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ENERGY EDGE TECHNOLOGIES CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2013

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Basis of Presentation

The accompanying unaudited interim consolidated 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 10-K filed with the SEC as of and for the year ended December 31, 2012. In the opinion of management, all adjustments necessary for the financial statements to be not misleading for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

Fair Value of Financial Instruments

The Company's financial instruments consist of cash and cash equivalents, receivables, prepaid consulting fees, accounts payable, accrued expenses and other current liabilities, and loans payable –related parties. The carrying amounts of these financial instruments approximate fair value due either to length of maturity or interest rates that approximate prevailing rates unless otherwise disclosed in these financial statements.

Contract Receivables

Contract receivables are recorded when invoices are issued and are presented in the balance sheet net of the allowance for doubtful accounts. The Company extends credit to customers in the normal course of business. The Company continually monitors contract receivables. When we are aware of circumstances that may impair a specific customer’s ability to meet its financial obligations, we record a specific allowance to reduce the net recognized receivable to the amount we believe will be collected. We write off uncollectible amounts against the allowance when we have exhausted our collection efforts.

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.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of March 31, 2013, there have been no interest or penalties incurred on income taxes.

Research and Development

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

Non-Controlling Interests

As of December 31, 2012, the non-controlling interests balances were ($39,965), due to minority ownership of 35% in Gourmet Wing Company, and 49% in Energy Edge Solutions, Inc. As of March 31, 2013, the non-controlling interest balance was $393 due to the minority ownership of 49% in Energy Edge Solutions, Inc. On March 31, 2013, the Company acquired the minority interest in Gourmet Wing Company, bringing their ownership of Gourmet to 100%.

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ENERGY EDGE TECHNOLOGIES CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2013

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

Stock-Based Compensation

The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered.

The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods 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.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of March 31, 2013.

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.

Reclassifications

Certain accounts and financial statement captions in the prior periods have been reclassified to conform to the current period financial statements.

NOTE 3 -- ACCOUNTS RECEIVABLE

Accounts receivable other consists of $200 from current period sales of Gourmet Wings Company plus $348 from Gourmet Wings Company sales in a prior period. $200 of such receivables are considered uncollectible and were written off in the current period.

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ENERGY EDGE TECHNOLOGIES CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2013

NOTE 4 -- OTHER ASSETS

Other assets represents the aggregate costs of $3,566 incurred by Gourmet Wings Company in the current period related to the development of sauce recipes. As the asset will be useful for a period of indeterminant length in the future, no amortization has been recognized.

NOTE 5 – PREPAID EXPENSES

Prepaid expenses consisted of the following at March 31, 2013 December 31, 2012:

	March 31, 2013		December 31, 2012
Prepaid project expenses	$	29,950	$	29,950
Prepaid consulting expense		265,283		270,492
Total prepaid expenses	$	295,233	$	300,442

Prepaid Project Expenses

Prepaid project expenses consist of monies expended for project equipment for a project temporarily put on hold.

Prepaid Consulting

The Company has retained a number of consultants. These consultants are paid in cash and/or issuance of Company stock. Consultants were issued 1,700,000 shares of stock valued at $81,000 for the three months ended March 31, 2013. The consulting fees are being amortized over the terms of the contracts. As of March 31, 2013, and December 31, 2012, $265,283 and $270,492 respectively, remained in prepaid consulting.

NOTE 6 – 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 three months ended March 31, 2013 and 2012 was $429 and $430, respectively.

NOTE 7 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following at March 31, 2013 and December 31, 2012:

	March 31, 2013		December 31, 2012
Credit card balances	$	29,003	$	28,596
Accrue professional fees		4,500		13,500
Accrued payroll		-		20,000
Payroll taxes payable		48,652		48,652
Sales tax payable		15,082		15,082
Total accrued expenses and other current liabilities	$	97,237	$	125,830

NOTE 8 – RELATED PARTY TRANSACTIONS

Related party loans totaling $15,615 and $30,696 at March 31, 2013 and December 31, 2012, respectively, are owed to various related parties of the Company for reimbursement of expenses incurred on behalf of the Company.

Related party loans are unsecured, non-interest bearing and have no specific terms of repayment unless otherwise noted.

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ENERGY EDGE TECHNOLOGIES CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2013

NOTE 9 -- BUSINESS SEGMENTS

The Company is made up of three entities in which Energy Edge Technologies Corporation is the parent entity. The Company owned a sixty-five percent interest in Gourmet Wings Company during the current quarter, but acquired the remaining thirty-five percent of the stock of Gourmet Wings Company as of March 31, 2013. Fifty-one percent of the outstanding stock of Energy Edge Solutions, Inc. is owned by the Company. Energy Edge Solutions, Inc. had virtually no operating activity during the current quarter.

The balance sheet and income statement information of each entity for the current quarter is presented in US Dollars as follows:

	EEDG			TGWC			EES			Total
Current Assets		290,233			30,074			11			320,318
Fixed Assets		4,616			0			0			4,616
Intangibles		0			3,566			0			3,566
Total Assets		294,849			33,640			11			328,500
Current Liabilities		276,936			1,600			114			278,650
Intercompany		(308,093	)		307,678			415			0
Shareholders' Equity		326,006			(275,638	)		(518	)		49,850
Total Liabilities and Shareholders' Equity		294,849			33,640			11			328,500




Revenues		2,040			200			0			2,240
Costs of Sales		(2,471	)		(50	)		0			(2,521	)
Gross Profit		(431	)		150			0			(281	)
Operating Expenses		(114,821	)		(144,173	)		0			(258,994	)
Other Expenses		(950	)		0			0			(950	)
Net (loss) before non-controlling interest		(116,202	)		(144,023	)		0			(260,225	)
Non-controlling interest		50,408			0			0			50,408
Net (loss) from operations		(65,794	)		(144,023	)		0			(209,817	)

NOTE 10 – CAPITAL STOCK

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. On November 14, 2012, the Company amended its Articles of Incorporation to increase the number of authorized shares to 250,000,000 with a par value of $.00001.

During 2011, the Company sold 30,000 shares of common stock at $.10 per share under a private placement to an unrelated third party for total proceeds of $3,000.

During 2011, the Company issued 28,270,000 shares of stock valued at $48,200 to consultants. The shares were valued at prices ranging from $.0015 to $.10 per share.

During 2011, the Company issued 3,974,380 shares of stock valued at $138,838 for legal services. The shares were valued based on the value of the legal services provided.

On January 23, 2012, the Company issued 1,500,000 shares of stock valued at $15,000 for business consulting services.

On May 3, 2012, the Company issued 2,500,000 shares of stock valued at $39,375 for legal services.

On May 7, 2012, the Company issued 3,000,000 shares of stock valued at $105,000 for business consulting services.

On May 14, 2012, the Company issued 2,000,000 shares of stock valued at $52,500 for business consulting services.

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On May 17, 2012, the Company sold 1,000,000 shares of common stock at $.01 per share under a private placement to an unrelated third party for total proceeds of $10,000.

On May 25, 2012, 10,000 shares of stock issued for consulting services in 2011 were returned to the Company.

On June 5, 2012, the Company sold 500,000 shares of common stock at $.01 per share under a private placement to an unrelated third party for total proceeds of $5,000.

On June 6, 2012, the Company sold 1,666,667 shares of common stock at $.0075 per share under a private placement to an unrelated third party for total proceeds of $12,500.

On June 6, 2012, the Company issued 500,000 shares of stock valued at $50,000 for business consulting services

On June 6, 2012, the Company sold 2,000,000 shares of common stock at $.015 per share under a private placement to an unrelated third party for total proceeds of $30,000.

On June 17, 2012, the Company issued 200,000 shares of stock valued at $9,000 for business consulting services.

On July 20, 2012, the Company issued 500,000 shares of stock valued at $65,000 for business consulting services.

On August 8, 2012, the Company issued 500,000 shares of stock valued at $50,000 for business consulting services.

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ENERGY EDGE TECHNOLOGIES CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2013

NOTE 10 – CAPITAL STOCK (continued)

On August 9, 2012, the Company issued 1,000,000 shares of stock valued at $90,000 for business consulting services.

On August 14, 2012, the Company issued 1,000,000 shares of stock valued at $67,500 for legal services.

On August 28, 2012, 2,000,000 shares of stock issued for consulting services in 2011 were returned to the Company.

On October 26, 2012, the Company sold 750,000 shares of common stock at $.0073 per share under a private placement to an unrelated third party for total proceeds of $5,500.

On November 21, 2012, 28,000,000 shares of stock previously held by former officers of the Company were surrendered.

On November 29, 2012, the Company sold 1,500,000 shares of common stock at $.0167 per share under a private placement to an unrelated third party for total proceeds of $25,000.

On November 29, 2012, the Company issued 2,000,000 shares of stock valued at $80,000 for business consulting services.

On December 10, 2012, the Company issued 300,000 shares of stock valued at $15,000 for business consulting services.

On December 12, 2012, the Company issued 1,000,000 shares of stock valued at $30,000 for business consulting services.

On December 21, 2012, the Company sold 2,000,000 shares of common stock at $.005 per share under a private placement to an unrelated third party for total proceeds of $10,000.

On December 27, 2012, the Company sold 1,500,000 shares of common stock at $.0167 per share under a private placement to an unrelated third party for total proceeds of $25,000.

As of December 31, 2012, the Company had no warrants or options outstanding.

On January 8, 2013, the Company sold 2,500,000 shares of common stock at $.03 per share under a private placement to an unrelated third party for total proceeds of $75,000.

On January 11, 2013, the Company sold 1,500,000 shares of common stock at $.0167 per share under a private placement to an unrelated third party for total proceeds of $25,000.

On January 16, 2013, the Company sold 3,500,000 shares of common stock at $.0167 per share under a private placement to an unrelated third party for total proceeds of $58,113.

On January 23, 2013, the Company issued 1,455,820 shares of common stock at $.08 per share in cancellation of debt in the amount of $116,134.

On January 29, 2013, the Company sold 10,000,000 shares of common stock at $.01 per share under a private placement to an unrelated third party for total proceeds of $100,000.

On January 30, 2013, the Company issued 200,000 shares of common stock valued at $6,000 for business consulting services.

On January 30, 2013, the Company sold 200,000 shares of common stock at $.03 per share under a private placement to an unrelated third party for total proceeds of $6,000.

On January 31, 2013, the Company sold 833,334 shares of common stock at $.03 per share under a private placement to an unrelated third party for total proceeds of $25,000.

On February 26, 2013, the Company issued 1,500,000 shares of common stock valued at $75,000 for prepaid legal services.

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ENERGY EDGE TECHNOLOGIES CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2013

NOTE 11 – INCOME TAXES

For the three month periods ended March 31, 2013 and 2012, the Company has incurred a net loss and, therefore, has no tax liability. The net deferred tax asset was generated by the loss carry-forward of approximately $3,050,400 and will expire beginning in 2030.

The provision for federal income tax consists of the following at March 31:

	March 31, 2013			March 31, 2012
Federal income tax benefit attributable to:
Current operations	$	89,700		$	152,000
Less: valuation allowance		(89,700	)		(152,000	)
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:

	March 31, 2013			December 31, 2012
Deferred tax asset attributable to:
Net operating loss carryover	$	1,030,300		$	940,600
Less: valuation allowance		(1,030,300	)		(940,600	)
Net deferred tax asset	$	0		$	0

As of March 31, 2013, the Company had net operating loss carry forwards of approximately $3,050,400 that may be available to reduce future years’ taxable income through 2033. 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.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of $3,050,400 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 12 – COMMITMENTS AND CONTINGENCIES

The Company neither owns nor leases any real property as of March 31, 2013. 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.

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ENERGY EDGE TECHNOLOGIES CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2013

NOTE 13 – GOING CONCERN

The Company has limited working capital, and has suffered significant losses 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, obtaining debt financing, attaining future profitable operations, acquiring or merging with a profitable company, and/or developing successful business operations in other industries through investment in related party ventures. 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 14 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to March 31, 2013 to the date these financial statements were issued, and reports the following:

During the fiscal year ended December 31, 2012, the Company acquired sixty-five percent (65%) of the capital stock of The Dry Fried Wing Company. On March 31, 2013, the Company acquired the remaining thirty-five percent (35%) of such stock. On April 5, 2013 the Company officially changed the name of The Dry Fried Wing Company to The Gourmet Wing Company, Inc. The Gourmet Wing Company is primarily engaged in the business of licensing, operating, developing and franchising a system of distinctive quick-service and fast casual restaurants in the chicken wing segment. The Company has supplied a significant amount of capital to The Gourmet Wing Company and expects to continue to do so in the future in addition to supplying capital to Energy Edge Solutions.

In May 2013, we entered into an exclusive agreement with CRISP Watermelon Drink, LLC for the wholesale distribution of Cu'i (pronounced "swee") a 100% all natural water melon drink throughout the United States.

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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.

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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 and/ or delivery of services. 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.

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Results of Operations – Three Months Ended March 31, 2013 as Compared to Three Months Ended March 31, 2012..

The following table summarizes the results of our operations during the three-month period ended March 31, 2013 and 2012, and provides information regarding the dollar and percentage increase (or decrease) from the respective periods.

	Three Months ended March 31,
	2013			2012			Increase (decrease）			% Change
Revenue	$	2,240		$	146,071		$	(143,831	)		(98	)%
Cost of sales		2,521			117,987			(115,466)			(98)	%
Gross profit		(281)			28,084			(28,515	)		(101	)%
General & Administrative & Professional Fees		140,909			23,656			117,253			496	%
Wages & Consulting Fees		118,085			16,815			101,270			602	%
Income (Loss) from operations		(259,275	)		(12,387	)		(246,888	)		(1993	)%
Other expense		950			1,274			(324	)		(25	)%
Provision for taxation		-			-			-			-

Net loss		(260,225	)		(13,661	)		(246,564	)		(1805)	%

Revenues

Sales revenue decreased from $146,071 in the three months ended March 31, 2012 to $2,240 in the same period in 2013, representing a 98% decrease. The decrease in revenue was mainly due to potential projects from the current sales pipeline not closing in the first quarter.

Cost of sales and gross margin

Cost of sales decreased from $117,987 in the three months ended March 31, 2012 to $2,521 in the same period in 2013, representing a 98% decrease. The decrease was mainly attributable to the absence of projects sold in the first quarter of 2013. The gross profit percent decreased from 17% in the three months ended March 31, 2012 to (12.5)% in the same period in 2013.

Wages & Consulting Fees

Wages & Consulting Fees were $118,085 in the three months ended March 31, 2013 as compared to $16,815 in the three months ended March 31, 2012. The increase was due to an increase in the amortization of pre-paid consulting fees.

General and administrative & Professional Fees

General and administrative and professional fees increased from $23,656 in the three months ended March 31, 2012 to $140,909 for the same period in 2013, representing an increase of $117,253 or 496%. The increase was mainly attributable to an increase in grand opening event expenses and marketing costs for The Gourmet Wing Company.

Net income (loss)

Net loss for the three months ended March 31, 2013 was $260,225 as compared to a net loss of $13,661 in the same period of 2012. The increase was mainly attributable to the expenses related to The Gourmet Wing company event and marketing expenses and the increase in consulting fees.

Liquidity and Capital Resources

For the three months ended March 31, 2013, we used ($263,582) in cash flow for operating activities compared to the generation of $7,197 in cash flow for the three months ended March 31, 2012. for a number of reasons. The Company issued stock for services in the amount of $81,000 in the quarter. The Company recorded no change in contract receivables, in billings in excess of costs, or accounts receivable-other. The Company also recorded a decrease of $5,209 in prepaids, a decrease of $61,402 in accounts payable, and a decrease of $28,593 in other current liabilities, all of which impacted cash used by operating activities. Intangible assets were purchased in the amount of $3,566. Financing activities generated $273,332 primarily from net proceeds from the sale of stock.

The Company has no long term debt outstanding at either March 31, 2013 or December 31, 2012.

Cash and cash equivalents were $24,737 as of March 31, 2013 compared to $18,553 as of December 31, 2012.

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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.

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 not 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 March 31, 2013, and concluded that, as of March 31, 2013 and 2012, our internal control over financial reporting was not 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 three months ended March 31, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II--OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest. The Company is involved in a possible legal action regarding an account payable in the amount of $13,500 in dispute.

ITEM 1A. RISK FACTORS

Not applicable.

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

On January 8, 2013, the Company sold 2,500,000 shares of common stock at $.03 per share under a private placement to an unrelated third party for total proceeds of $75,000. The proceeds were used for general working capital.

On January 11, 2013, the Company sold 1,500,000 shares of common stock at $.0167 per share under a private placement to an unrelated third party for total proceeds of $25,000. The proceeds were used for general working capital.

On January 16, 2013, the Company sold 3,500,000 shares of common stock at $.0167 per share under a private placement to an unrelated third party for total proceeds of $58,113. The proceeds were used for general working capital.

On January 23, 2013, the Company issued 1,455,820 shares of common stock at $.08 per share in cancellation of debt in the amount of $116,134.

On January 29, 2013, the Company sold 10,000,000 shares of common stock at $.01 per share under a private placement to an unrelated third party for total proceeds of $100,000. The proceeds were used for general working capital.

On January 30, 2013, the Company issued 200,000 shares of common stock valued at $6,000 for business consulting services.

On January 30, 2013, the Company sold 200,000 shares of common stock at $.03 per share under a private placement to an unrelated third party for total proceeds of $6,000. The proceeds were used for general working capital.

On January 31, 2013, the Company sold 833,334 shares of common stock at $.03 per share under a private placement to an unrelated third party for total proceeds of $25,000. The proceeds were used for general working capital.

On February 26, 2013, the Company issued 1,500,000 shares of common stock valued at $75,000 for prepaid legal services.

Issuer Purchases of Equity Securities

We did not repurchase any of our securities during the quarter ended March 31, 2013.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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

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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/ James Boyd
	James Boyd
	Chief Executive Officer, President, and Director

Date: May 30, 2013

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