eedg10q.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 September 30, 2012

[ ] 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 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 £	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, $0.00001 par value, outstanding on November 13, 2012 was 96,627,872.

ENERGY EDGE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

	Part I – Financial Information
Item 1	Financial Statements
	Unaudited Balance Sheets, September 30, 2012 and December 31, 2011	F-1
	Unaudited Statements of Operations and Comprehensive Income for the three months and nine months ended September 30, 2012 and 2011	F-2
	Unaudited Statement of Stockholders’ Equity as of September 30, 2012	F-3
	Unaudited Statements of Cash Flows for the nine months ended September 30, 2012 and 2011	F-4
	Notes to the Unaudited Financial Statements	F-5
Item 2	Management’s Discussion and Analysis or Plan of Operation	3
Item 3	Quantitative and Qualitative Disclosures about Market Risk	8
Item 4	Controls and Procedures	8

	Part II – Other Information
Item 1	Legal Proceedings	10
Item 2	Unregistered Sales Of Equity Securities And Use Of Proceeds	10
Item 3	Defaults Upon Senior Securities	10
Item 4	Mine Safety Disclosures	10
Item 5	Other Information	10
Item 6	Exhibits	10

ENERGY EDGE TECHNOLOGIES CORPORATION TABLE OF CONTENTS SEPTEMBER 30, 2012

Balance Sheets as of September 30, 2012 and December 31, 2011 (Unaudited)	F-1

Statements of Operations for the three and nine months ended September 30, 2012 and 2011 (Unaudited)	F-2

Statement of Stockholders Equity (Deficit) as of September 30, 2012 (Unaudited)	F-3

Statements of Cash Flows for the nine months ended September 30, 2012 and 2011 (Unaudited)	F-4

Notes to the Financial Statements	F-5 - F-10

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ENERGY EDGE TECHNOLOGIES CORPORATION

BALANCE SHEETS (UNAUDITED)

AS OF SEPTEMBER 30, 2012 AND DECEMBER 31, 2011

ASSETS	September 30, 2012 (Unaudited)			December 31, 2011 (Unaudited)
Current Assets
Cash and cash equivalents	$	21,227		$	3,243
Contract receivables		897,290			64,412
Accounts receivable - other		1,472			9,261
Prepaid expenses		25,315			28,895
Costs and estimated earnings in excess of billings on uncompleted contracts		-			19,321
Total Current Assets		945,304			125,132

Property and Equipment
Computers and equipment		10,640			10,640
Less: accumulated depreciation		(5,167	)		(3,878	)
Total Property and Equipment (net)		5,473			6,762

Total Assets	$	950,777		$	131,894

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Liabilities
Current Liabilities
Accounts payable	$	193,219		$	152,827
Accrued expenses and other current liabilities		171,496			180,641
Loan payable - shareholder		-			3,138
Billings in excess of costs and estimated earnings on uncompleted contracts		802,719			43,399
Total Liabilities		1,167,434			380,005

Stockholders’ Equity (Deficit)
Common stock, .00001 par value, 100,000,000 shares authorized, 96,627,872 shares issued and outstanding (81,261,205 - 2011)		966			813
Additional paid in capital		1,901,000			1,828,953
Treasury stock (50,000 shares)		(5,000	)		0
Accumulated deficit		(2,113,623	)		(2,077,877	)
Total Stockholders’ Equity (Deficit)		(216,657	)		(248,111	)

Total Liabilities and Stockholders’ Equity (Deficit)	$	950,777		$	131,894

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

F-1

ENERGY EDGE TECHNOLOGIES CORPORATION

STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

	Three months ended September 30, 2012 (Unaudited)			Three months ended September 30, 2011 (Unaudited)			Nine months ended September 30, 2012 (Unaudited)			Nine months ended September 30, 2011 (Unaudited)

CONTRACT REVENUES	$	93,902		$	63,762		$	447,947		$	472,903

CONTRACT COSTS		65,874			11,071			301,484			285,137

GROSS PROFIT		28,028			52,691			146,463			187,766

OPERATING EXPENSES
Wages - officers		-			(32,500	)		6,089			62,775
Consulting fees		16,678			64,900			74,859			155,300
Professional fees		5,767			40,246			37,835			181,647
General & administrative expenses		15,959			47,650			55,233			113,953
TOTAL OPERATING EXPENSES		38,404			120,296			174,016			513,675

INCOME (LOSS) FROM OPERATIONS		(10,376	)		(67,605	)		(27,553	)		(325,909	)

OTHER INCOME (EXPENSE)
Interest expense		(5,419	)		(9,719	)		(8,193	)		(19,549	)
Loss on equipment deposit		-			(16,250	)		-			(16,250	)
TOTAL OTHER INCOME (EXPENSE)		(5,419	)		(25,969	)		(8,193	)		(35,799	)

INCOME (LOSS) BEFORE INCOME TAX PROVISION		(15,795	)		(93,574	)		(35,746	)		(361,708	)

INCOME TAX PROVISION		-			-			-			-

NET INCOME (LOSS)	$	(15,795	)	$	(93,574	)	$	(35,746	)	$	(361,708	)

LOSS PER SHARE: BASIC AND DILUTED	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: BASIC AND DILUTED		96,627,872			53,011,205			89,228,115			51,124,015

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

F-2

ENERGY EDGE TECHNOLOGIES CORPORATION

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)

AS OF SEPTEMBER 30, 2012

	Common Stock				Additional Paid in		Treasury			Accumulated			Total Stockholders’
	Shares		Amount		Capital		Stock			Deficit			Equity (Deficit)
Balance, December 31, 2010		48,986,825	$	490	$	1,639,238	$	0		$	(1,629,587	)	$	10,141

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

Issuance of shares for consulting services at $.10 per share		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		81,261,205		813		1,828,953		0			(2,077,877	)		(248,111	)

Issuance of shares for services		7,200,000		72		7,128		-			-			7,200

Shares repurchased		-		-		-		(5,000	)		-			(5,000	)

Issuance of shares for legal services		2,500,000		25		2,475		-			-			2,500

Issuance of shares under private placement		5,666,667		56		62,444		-			-			62,500

Net loss for the period ended September 30, 2012		-		-		-		-			(35,746	)		(35,746	)

Balance, September 30, 2012		96,627,872	$	966	$	1,901,000	$	(5,000	)	$	(2,113,623	)	$	(216,657	)

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

F-3

ENERGY EDGE TECHNOLOGIES CORPORATION

STATEMENT OF CASH FLOWS (UNAUDITED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

	For the Nine Months Ended
	September 30, 2012 (Unaudited)			September 30, 2011 (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) for the period	$	(35,746	)	$	(361,708	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		1,289			1,287
Stock-based Compensation		26,779			477,438
Changes in assets and liabilities:
Contract receivables		(832,878	)		(383,240	)
Accounts receivable – other		7,789			9,565
Prepaid expenses		(13,499	)		(255,200	)
Costs and estimated earnings in excess of billings on uncompleted contracts		19,321			45,362
Accounts payable		40,392			90,289
Billings in excess of costs and estimated earnings on uncompleted contracts		759,320			196,733
Accrued expenses and other current liabilities		(9.145	)		129,558
Cash flows provided by (used in) operating activities		(36,378	)		(49,916	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		-			-
Cash flows provided by (used in) investing activities		-			-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from private placements		62,500			-
Repayment of shareholder loan		(3,138	)		-
Purchase of treasury stock		(5,000	)		-
Cash flows provided by financing activities		54,362			-

NET INCREASE (DECREASE) IN CASH		17,984			(49,916	)
Cash, beginning of the period		3,243			55,510
Cash, end of the period	$	21,227		$	5,594

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	8,193		$	15,787
Income taxes paid	$	-		$	1,500

SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:
Shares issued for prepaid consulting/legal/marketing services	$	9,700		$	469,438

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

F-4

ENERGY EDGE TECHNOLOGIES CORPORATION

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

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 sole 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 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.

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 10-K filed with the SEC as of and for the period ended December 31, 2011. 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.

Financial Instruments

The Company's financial instruments consist of cash and cash equivalents, contract receivables, accounts receivable – other, prepaid expenses, accounts payable, billings in excess of costs and estimated earnings on uncompleted contracts, and accrued expenses and other current liabilities. 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.

F-5

ENERGY EDGE TECHNOLOGIES CORPORATION

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

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

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

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 September 30, 2012, there have been no interest or penalties incurred on income taxes.

F-6

ENERGY EDGE TECHNOLOGIES CORPORATION

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 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 areIssued 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 9,700,000 shares to consultants or other nonemployees to date in 2012. The shares were valued at $9,700. The fair value is initially charged to prepaid expenses and subsequently amortized over the term of the related agreement.

Reclassifications

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

NOTE 3 – PREPAID CONSULTING FEES

The Company utilizes the services of outside consultants and advisors to assist the Company in various activities. Consultants may be paid in cash and/or issued common shares of stock. The initial value of the contract is recorded as prepaid consulting and subsequently amortized over the term of the consulting contract. For the nine months ended September 30, 2012, 9,700,000 common shares valued at $9,700 were issued to various consultants. Prepaid consulting was $25,315 and $28,895 at September 30, 2012 and December 31, 2011, respectively.

NOTE 4 -- 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, 2012 and 2011 was $1,290 and $1,287, respectively.

NOTE 5 – RELATED PARTY TRANSACTIONS

Shareholder loans are unsecured, non-interest bearing, and have no formal terms of repayment. The shareholder loan that was outstanding at December 31, 2011 was repaid in the quarter ended March 31, 2012.

F-7

ENERGY EDGE TECHNOLOGIES CORPORATION

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

NOTE 6 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following at September 30, 2012 and December 31, 2011:

	September 30, 2012		December 31, 2011
Credit card balances	$	27,287	$	25,351
Accrued professional fees		3,000		12,000
Accrued contract costs		170		-
Payroll taxes payable		125,957		128,208
Sales tax payable		15,082		15,082
Total accrued expenses and other current liabilities	$	171,496	$	180,641

NOTE 7 - 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.

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.

During 2012, the Company issued 7,200,000 shares of common stock valued at $7,200 to various consultants for consulting services. The shares were valued based on the value of the stock issued.

On February 14, 2012, the Company purchased 50,000 shares of the Company’s outstanding common stock at a cost of $5,000. The shares are being held as Treasury Stock.

During 2012, the Company issued 2,500,000 shares of common stock for legal services. The shares were valued based on the value of the legal services provided.

During 2012, the Company sold 5,666,667 shares of common stock under a private placement to unrelated third parties for total proceeds of $62,500.

As of September 30, 2012, the company has no warrants or options outstanding.

F-8

ENERGY EDGE TECHNOLOGIES CORPORATION

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

NOTE 8 –INCOME TAXES

For the nine month periods ended September 30, 2012 and 2011, the Company has incurred net losses and, therefore, has no tax liability. The net deferred tax asset was generated by the loss carry-forward of approximately $2,114,000, and will expire beginning in 2030.

	September 30, 2012			September 30, 2011
Federal income tax benefit attributable to:
Current operations	$	12,154		$	122,981
Less: valuation allowance		( 12,154	)		(122,981	)
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, 2012			December 31, 2011
Deferred tax asset attributable to:
Net operating loss carryover	$	686,154		$	674,000
Less: valuation allowance		(686,154	)		(674,000	)
Net deferred tax asset	$	0		$	0

As of September 30, 2012, the Company had net operating loss carry-forwards of approximately $2,114,000 that may be available to reduce futures years’ taxable income through 2032. 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 accourdingly, 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 $2,114,000 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 9 – GOING CONCERN

The Company has limited working capital, and has suffered a significant loss from operations since inception. 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.

F-9

ENERGY EDGE TECHNOLOGIES CORPORATION

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

NOTE 10 – COMMITMENTS AND CONTINGENCIES

The Company neither owns nor leases any real property as of September 30, 2012. 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 11 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company’s management has analyzed its operations through the date on which the financial statements were issued, and has determined it does not have any material subsequent events to disclose.

F-10

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 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.

Results of Operations – Nine Months Ended September 30, 2012 as Compared to Nine Months Ended September 30, 2011 and Three Months Ended September 30, 2012 Compared to Three Months Ended September 30, 2011.

The following table summarizes the results of our operations during the nine-month period and three-month period ended September 30, 2012 and 2011, and provides information regarding the dollar and percentage increase (or decrease) from the respective periods.

	Nine Months ended September 30,

	2012			2011			Increase (decrease）			% Change
Revenue	$	447,947		$	472,903		$	(24,956	)		(5	)%
Cost of sales		301,484			285,137			16,347			6	%
Gross profit		146,463			187,766			(41,303	)		(22	)%
General & Administrative & Professional Fees		93,068			295,600			(202,532	)		(69	)%
Wages & Consulting Fees		80,948			218,075			(137,127	)		(63	)%
Income (Loss) from operations		(27,553	)		(325,909	)		(298,356	)		(92	)%
Other expense		8,193			35,799			(27,606	)		(77	)%
Provision for taxation		0			0			0			0

Net loss		(35,746	)		(361,708	)		(325,962	)		(90	)%


	Three Months ended September 30,
	2012			2011			Increase (decrease)			% Change
Revenue	$	93,902		$	63,762		$	30,140			47	%
Cost of sales		65,874			11,071			54,803			495	%
Gross profit		28,028			52,691			(24,663	)		(47	)%
General & Administrative & Professional Fees		21,726			87,896			(66,170	)		(75	)%
Wages & Consulting Fees		16,678			32,400			(15,722	)		(49	)%
Income (Loss) from operations		(10,376	)		(67,605	)		(57,229	)		(85	)%
Other expense		5,419			25,969			(20,550	)		(79	)%
Provision for taxation		0			0			0			0

Net income (loss)		(15,795	)		(93,574	)		(77,779	)		(83	)%

Revenues

Sales revenue decreased from $472,903 in the nine months ended September 30, 2011 to $447,947 in the same period in 2012, representing a 5% decrease. The decrease in revenue was mainly due to the timing of the commencement and completion of approved client projects.

Sales revenue increased from $63,762 in the three months ended September 30, 2011 to $93,902 in the same period in 2012, representing a 47% improvement.. The increase in revenue was mainly due to the timing of the commencement and completion of approved client projects.

Cost of sales and gross margin

Cost of sales increased from $285,137 in the nine months ended September 30, 2011 to $301,484 in the same period in 2012, representing a 6% increase. The gross profit percent decreased from 40% in the nine months ended September 30, 2011 to 33% in the same period in 2012. The decrease in gross profit was mainly due to the timing of the commencement and completion of approved client projects

Cost of sales increased from $11,071 in the three months ended September 30 2011 to $65,874 in the same period in 2012, representing a 495% increase. The increase was mainly attributable to costs incurred at the beginning of the projects that are included in Cost of Sales. The gross profit percent decreased from 83% in the three months ended September 30, 2011 to 30% in the same period in 2012. The decrease in gross profit was mainly due to the increased Cost of Sales and the timing of the commencement and completion of approved client projects.

Wages & Consulting Fees

Wages & Consulting Fees were $80,948 in the nine months ended September 30, 2112 as compared to $218,075 in the prior period. The decrease was due to a reduction in consulting fees and officer wages..

Wages & Consulting Fees were $16,678 in the three months ended September 30, 2112 as compared to $32,400 in the three months ended September 30, 2011. The decrease was due to a reduction in consulting fees.

General and administrative & Professional Fees

General and administrative and professional fees decreased from $295,600 in the nine months ended September 30, 2011to $93,068 for the same period in 2012, representing a decrease of $202,532 or 69%. The decrease was mainly attributable to a reduction in professional fees related to the Company’s public offering.

General and administrative and professional fees decreased from $87,896 in the three months ended September 30, 2011 to $21,726 for the same period in 2012, representing a decrease of $66,170 or 75%. The decrease was mainly attributable to a reduction in professional fees related to the Company’s public offering

Net income (loss)

Net loss for the nine months ended September 30, 2012 was $35,746 as compared to net loss of $361,708 in the same period of 2011. The decrease was mainly attributable to the reduction in Sales and Marketing and General and Administrative costs.

Net loss for the three months ended September 30, 2012 was $15,795 as compared to a net loss of $93,574 in the same period of 2011. The decrease was mainly attributable to the reduction in Sales and Marketing and General and Administrative costs.

Liquidity and Capital Resources

For the nine months ended September 30, 2012, we used $36,378 in cash flow from operating activities compared to usage of $49,916 in cash flow for the nine months ended September 30, 2011 for a number of reasons. The Company issued stock for services in the amount of $9,700 during the first two quarters of 2012. The Company also recorded an increase in contract receivables of $832,878, an increase in billings in excess of costs of $759,320, and an increase in accounts payable of $40,392, all of which impacted cash used by operating activities. Financing activities generated $54,362 net proceeds primarily from the sale of stock.

The Company has no long term debt outstanding at either September 30, 2012 or December 31, 2011 and has no current plans to seek debt financing.

Cash and cash equivalents were $21,227 as of September 30, 2012 compared to $3,243 as of December 31, 2011.

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 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, 2012 and 2011, and concluded that, as of September 30, 2012and 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 three months ended September 30, 2012that 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

Not applicable.

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

Not applicable.

Issuer Purchases of Equity Securities

We did not repurchase any of our securities during the quarter ended September 30, 2012.

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

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: November 19, 2012

By: /s/Robert Holdsworth

Robert Holdsworth

Chief Financial Officer

Date: November 19, 2012