UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
November 5, 2013
Date of Report
November 4, 2013
(Date of earliest event reported)
________________________________________
ENERGY EDGE TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| New Jersey | 8711 | 52-2439239 |
| (State of Incorporation) | (Commission File Number) | (IRS Employer ID No.) |
1200 Route 22 East, Suite 2000, Bridgewater, NJ 08807
(Address of Principal Executive Offices, Including Zip Code)
(561) 962-4258
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| £ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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| £ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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| £ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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| £ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 4.01 Changes in Registrant’s Certifying Accountant.
(a) Previous independent registered public accounting firm:
Dismissal of Silberstein Ungar, PLLC:
| (i) | On November 4, 2013, we formally informed Silberstein Ungar, PLLC (“Silberstein Ungar”) of their dismissal as our independent registered public accounting firm. |
| (ii) | With the exception of a “going concern” qualification, the reports of Silberstein Ungar on our financial statements for the fiscal years ended December 31, 2012 and 2011, contained no adverse opinion or any disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope or accounting principles. |
| (iii) | Our Board of Directors participated in and approved the decision to change our independent registered public accounting firm. |
| (iv) | During the two most recent fiscal years and the subsequent interim periods through the date of dismissal,there were no disagreements with Silberstein Ungar on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Silberstein Ungar, would have caused them to make reference to the subject matter of the disagreement in connection with any reports it would have issued. Further, there were no “reportable events,” as described in Item 304(a)(1)(iv) of Regulation SK of the Securities and Exchange Commission (the “SEC”) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). |
| (v) | We requested that Silberstein Ungar furnish us with a letter addressed to the SEC stating whether or not they agreed with the foregoing statements. A copy the letter is attached to this Current Report as Exhibit 16.1. |
(b) New independent registered public accounting firm:
GBH CPAs, PC:
| (1) | On November 4, 2013, we engaged GBH CPAs, PC (“GBH CPAs”) as our new independent registered public accounting firm. During the fiscal years ended December 31, 2012 and 2011, we had not consulted with GBH CPAs regarding any of the following: |
| (i) | The application of accounting principles to a specific transaction, either completed or proposed; |
| (ii) | The type of audit opinion that might be rendered on our consolidated financial statements, and none of the following was provided to us: (a) a written report, or (b) oral advice that GBH CPAs concluded was an important factor considered by us in reaching a decision as to accounting, auditing or financial reporting issues; or |
| (iii) | Any matter that was the subject of disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K. |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 16.1 | Letter from Silberstein Ungar, PLLC dated November 5, 2013, regarding change in registered public accounting firm. |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| November 5, 2013 | ENERGY EDGE TECHNOLOGIES CORP. |
| By: /s/ James Boyd | |
| James Boyd | |
| Chief Executive Officer |
Exhibit 16.1
Silberstein Ungar, PLLC CPAs and Business Advisors
Phone (248) 203-0080
Fax (248) 281-0940
30600 Telegraph Road, Suite 2175
Bingham Farms, MI 48025-4586
www.sucpas.com
November 5, 2013
Securities and Exchange Commission
Office of the Chief Accountant
100 F Street, N.E.
Washington, DC 205497561
We have read the statements included in Item 4.01 of Form 8K dated November 5, 2013, of Energy Edge Technologies Corporation (the “Registrant”), filed with the Securities and Exchange Commission and are in agreement with the statements concerning our firm.
We have no basis to agree or disagree with the other statements included in such Form 8K.
Sincerely,
/s/ Silberstein Ungar, PLLC
Silberstein Ungar, PLLC