10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011

Commission File Number 0-20734

e.Digital Corporation

(Exact name of registrant as specified in its charter)

Delaware	33-0591385
(State or other jurisdiction of incorporation or organization)	(I.R.S. Empl. Ident. No.)
16770 West Bernardo Drive, San Diego, California	92127
(Address of principal executive offices)	(Zip Code)

(858) 304-3016

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has 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 ¨

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).   x Yes   ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 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 x

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

As of August 1, 2011 a total of 293,003,158 shares of the Registrant’s Common Stock, par value $0.001, were issued and outstanding.

e.DIGITAL CORPORATION

INDEX

			Page
PART I. FINANCIAL INFORMATION
	Item 1.	Financial Statements (unaudited):
		Condensed Consolidated Balance Sheets as of June 30, 2011 and March 31, 2011	3
		Condensed Consolidated Statements of Operations for the three months ended June 30, 2011 and 2010	4
		Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2011 and 2010	5
		Notes to Interim Consolidated Financial Statements	6
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	12
	Item 4.	Controls and Procedures	17
PART II. OTHER INFORMATION
	Item 1.	Legal Proceedings	17
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
	Item 3.	Defaults Upon Senior Securities	18
	Item 4.	(Removed and Reserved)	18
	Item 5.	Other Information	18
	Item 6.	Exhibits	18
SIGNATURES			19

2

Part I. Financial Information

Item 1. Financial Statements:

e.Digital Corporation and subsidiary

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,
	2011			March 31,
	(Unaudited)			2011
	$			$
ASSETS
Current
Cash and cash equivalents		2,429,408			1,805,894
Accounts receivable		1,162,712			98,152
Inventory		219,883			256,458
Deposits and prepaid expenses		33,974			30,327
Total current assets		3,845,977			2,190,831
Property, equipment and intangibles, net of accumulated depreciation and amortization of $195,461 and $194,461, respectively		5,145			6,506
Total assets		3,851,122			2,197,337
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Accounts payable, trade		571,917			24,466
Accrued and other liabilities		524,386			153,013
Total current liabilities		1,096,303			177,479
Commitments and Contingencies
Stockholders' equity
Preferred stock, $0.001 par value; 5,000,000 shares authorized      None issued and outstanding		-			-
Common stock, $0.001 par value, authorized 350,000,000,      293,003,158 shares issued and outstanding each period		293,003			293,003
Additional paid-in capital		82,770,812			82,767,088
Accumulated deficit		(80,308,996	)		(81,040,233	)
Total stockholders' equity		2,754,819			2,019,858
Total liabilities and stockholders' equity		3,851,122			2,197,337

See notes to interim consolidated financial statements

3

e.Digital Corporation and subsidiary

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended
	June 30,
	2011		2010
	$		$
Revenues:
Products		39,007		298,615
Services		117,808		188,519
Patent license		2,025,000		25,264
		2,181,815		512,398
Cost of revenues:
Products		37,162		241,685
Services		64,080		86,003
Patent license		911,204		10,106
		1,012,446		337,794
Gross profit		1,169,369		174,604
Operating expenses:
Selling and administrative		248,847		366,125
Research and related expenditures		189,285		158,671
Total operating expenses		438,132		524,796
Operating income (loss) before provision for income taxes		731,237		(350,192	)
Income tax provision		-		-
Income (loss) for the period		731,237		(350,192	)
Accrued and deemed dividends on preferred stock		-		(31,396	)
Income (loss) attributable to common stockholders		731,237		(381,588	)
Income (loss) per common share - basic and diluted		0.00		(0.00	)
Weighted average common shares outstanding Basic and diluted		293,003,158		287,017,408

See notes to interim consolidated financial statements

4

e.Digital Corporation and subsidiary

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the three months ended
	June 30,
	2011			2010
	$			$
OPERATING ACTIVITIES
Income (loss) for period		731,237			(350,192	)
Adjustments to reconcile income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		1,361			2,704
Warranty provision		(1,333	)		8,345
Stock-based compensation		3,724			93,766
Changes in assets and liabilities:
Accounts receivable		(1,064,560	)		(53,622	)
Inventory		36,575			55,106
Deposits and prepaid expenses		(3,647	)		35,329
Accounts payable, trade		547,451			66,229
Accrued and other liabilities		372,706			(130,628	)
Cash provided by (used in) operating activities		623,514			(272,963	)
INVESTING ACTIVITIES
Purchase of equipment		-			(1,103	)
Cash used in investing activities		-			(1,103	)
Net increase (decrease) in cash and cash equivalents		623,514			(274,066	)
Cash and cash equivalents, beginning of period		1,805,894			2,818,727
Cash and cash equivalents, end of period		2,429,408			2,544,661
Supplemental schedule of noncash investing and financing activities:
Common stock issued on conversion of preferred stock		-			605,226
Accrued and deemed dividends on preferred stock		-			31,396

See notes to interim consolidated financial statements

5

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION

e.Digital Corporation is a holding company incorporated under the laws of Delaware that operates through a wholly-owned California subsidiary of the same name. The Company markets the eVU™ mobile entertainment system for the travel industry and licenses and enforces its Flash-R™ portfolio of patents related to the use of flash memory in portable devices.

Unaudited Interim Financial Statements

These unaudited consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States and with the instructions to Form 10-Q and Article 10 of Regulation S-X on a going concern basis, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. These interim consolidated financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, the unaudited consolidated financial statements reflect all adjustments considered necessary for a fair statement of the Company's financial position at June 30, 2011, and the results of its operations and cash flows for the periods presented, consisting only of normal and recurring adjustments. All significant intercompany transactions have been eliminated in consolidation. Operating results for the three months ended June 30, 2011 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2012. For further information, refer to the Company's consolidated financial statements and footnotes thereto for the year ended March 31, 2011 filed on Form 10-K.

Going Concern

The Company has incurred significant historical losses and negative cash flow from operations and has an accumulated deficit of $80,308,996 at June 30, 2011.Although the Company reported a profit in the first quarter of the current fiscal year it could incur additional losses in the future until product, service and/or licensing revenues are sufficient to sustain continued profitability. Until the Company can demonstrate sustained profitability its ability to continue as a going concern is in doubt and may be dependent upon obtaining additional financing in the future. These consolidated financial statements do not give effect to any adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

2. RECENT ACCOUNTING PRONOUNCEMENTS

There have been no recent accounting pronouncements or changes in accounting pronouncements during the three months ended June 30, 2011 that are of significance, or potential significance to the Company’s financial statements.

3. INCOME (LOSS) PER SHARE

Basic earnings (loss) per common share is computed by dividing income (loss) attributable to common shareholders by the weighted-average number of shares of common stock outstanding during the period. The loss to common stockholders was increased by accrued and deemed dividends on preferred stock during the three months ended June 30, 2010 of $31,396. Diluted earnings per common share is computed by dividing loss attributable to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities included outstanding stock options and warrants. The dilutive effect of potentially dilutive securities is reflected in diluted earnings per share by application of the treasury stock method. These securities were not included in the computation of diluted loss per share for the periods because they are antidilutive, but they could potentially dilute earnings per share in future periods.  Under the treasury stock method, an increase in the fair market value of the Company’s common stock can result in a greater dilutive effect from potentially dilutive securities. For the periods presented potential dilutive securities were not included in the computation of diluted earnings (loss) per share because they had no effect or were antidilutive, but they could potentially dilute earnings per share in future periods. There was no difference in basic and diluted earnings (loss) per share or basic and diluted weighted average shares outstanding for the periods presented.

6

4. INVENTORIES

Inventory is recorded at the lower of cost and net realizable value. The cost of substantially all the Company’s inventory is determined by the weighted average cost method.

Inventories consisted of the following:

	June 30,		March 31,
	2011		2011
	$		$
Raw materials		60,997		70,835
Work in process		18,751		19,027
Finished goods		140,135		166,596
		219,883		256,458

5. STOCK-BASED COMPENSATION COSTS

The Company accounts for stock-based compensation under the provisions of ASC 718, Share-Based Payment and ASC 505-50, Equity-Based Payments to Non-Employees. ASC 718requires measurement of all employee stock-based awards using a fair-value method and recording of related compensation expense in the consolidated financial statements over the requisite service period. Further, as required under ASC 718, the Company estimates forfeitures for stock-based awards that are not expected to vest. The Company recorded stock-based compensation in its consolidated statements of operations for the relevant periods as follows:

	Three Months Ended
	June 30,
	2011		2010
	$		$
Research and development		3,691		18,034
Selling and administrative		33		75,732
Total stock-based compensation expense		3,724		93,766

As of June 30, 2011 total estimated compensation cost of stock options granted but not yet vested was $4,995 and is expected to be recognized over the weighted average period of 0.6 years.

The following table sets forth the weighted-average key assumptions and fair value results for stock options granted during the three-month period ended June 30, 2010 (annualized percentages).

	Three Months Ended
	June 30,
	2011		2010
Volatility		*		77	%
Risk-free interest rate		*		0.43	%
Forfeiture rate		*		0.0	%
Dividend yield		*		0.0	%
Expected life in years		*		2.0
Weighted-average fair value of options granted		*	$	0.04

*No stock options granted during the three months ended June 30, 2011.

7

The dividend yield of zero is based on the fact that the Company has never paid cash dividends and has no present intention to pay cash dividends. Expected volatility is based on the historical volatility of the common stock over the period commensurate with the expected life of the options. The Company has a small number or option grants and limited exercise history and accordingly has for all new option grants applied the simplified method prescribed by SEC Staff Accounting Bulletin 110, Share-Based Payment: Certain Assumptions Used in Valuation Methods - Expected Term, to estimate expected life (computed as vesting term plus contractual term divided by two).The expected forfeiture rate is estimated based on historical and expected experience for determined option groups and is zero for options vesting on grant. Additional expense is recorded when the actual forfeiture rates are lower than estimated and a recovery of prior expense will be recorded if the actual forfeitures are higher than estimated.

See Note 7 for further information on outstanding stock options.

6. WARRANTY RESERVE

Details of the estimated warranty liability included in other accounts payable and accrued liabilities are as follows:

	Three Months Ended
	June 30,
	2011			2010
	$			$
Beginning balance		4,589			5,262
Warranty provision		(1,333	)		8,345
Warranty deductions		(51	)		-
Ending balance		3,205			13,607

7. STOCKHOLDERS’ EQUITY

The following table summarizes stockholders’ equity transactions during the three-month period ended June 30, 2011:

	Common stock				Additional		Accumulated			Total stockholders'
	Shares		Amount		paid-in capital		deficit			equity
			$		$		$			$
Balance, April 1, 2011		293,003,158		293,003		82,767,088		(81,040,233	)		2,019,858
Stock-based compensation		-		-		3,724		-			3,724
Income for the period		-		-		-		731,237			731,237
Balance, June 30, 2011		293,003,158		293,003		82,770,812		(80,308,996	)		2,754,819

Options

The following table summarizes stock option activity for the period:

				Weighted average		Aggregate
	Shares			exercise price		Intrinsic Value
	#			$		$
Outstanding April 1, 2011		6,022,500			0.15	-
Granted		-			-	-
Exercised		-			-	-
Canceled/expired		(512,500	)		0.18	-
Outstanding June 30, 2011		5,510,000			0.11	$	-
Exercisable at June 30, 2011		4,447,080			0.11	$	-

(1) Options outstanding are exercisable at prices ranging from $0.09 to $0.155 and expire over the period from 2013 to 2015.

(2) Aggregate intrinsic value is based on the closing price of our common stock on June 30, 2011 of $0.035 and excludes the impact of options that were not in-the-money.

8

Share warrants

A total of 7,500,000 share warrants exercisable at $0.10 per share expired on June 30, 2011 and no warrants were outstanding at June 30, 2011.

8. FAIR VALUE MEASUREMENTS

Cash and cash equivalents are measured at fair value in the Company’s financial statements. Accounts receivable are financial assets with carrying values that approximate fair value due to the short-term nature of these assets. Accounts payable, deferred revenue and accrued and other liabilities are financial liabilities with carrying values that approximate fair value due to the short-term nature of these liabilities. Effective April 1, 2008 the Company adopted and follows ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) which established a fair value hierarchy that requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instruments categorization within the hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The Company’s cash and cash equivalents are valued using unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 inputs under ASC 820).

9. SEGMENT INFORMATION

ASC 280 Segment Reporting provides annual and interim reporting standards for an enterprise’s business segments and related disclosures about its products, services, geographical areas and major customers. The Company has two operating segments: (1) products and services and (2) patent licensing. Products and services consist of sales of the Company’s electronic eVU mobile entertainment device and related content services and patent licensing consists of intellectual property revenues from the Flash-R patent portfolio.

Accounting policies for each of the operating segments are the same as on a consolidated basis.

Reportable segment information for the three months ended June 30, 2011 and 2010 is as follows:

	For the three months ended
	June 30,
	2011			2010
	$			$
REVENUES:
Products and services		156,815			487,134
Patent licensing		2,025,000			25,264
Total revenue		2,181,815			512,398
GROSS PROFIT:
Products and services		55,573			159,446
Patent licensing		1,113,796			15,158
Total gross profit		1,169,369			174,604
RECONCILIATION:
Total segment gross profit		1,169,369			174,604
Operating expenses		(438,132	)		(524,796	)
Other income (expense)		-			-
Income (loss) before income taxes		731,237			(350,192	)

The Company does not have significant assets employed in the patent license segment and does not track capital expenditures or assets by reportable segment. Consequently it is not practical to show this information.

9

Revenue by geographic region is determined based on the location of the Company’s direct customers or distributors for product sales and services. Patent license revenue is considered United States revenue as payments are for licenses for United States operations irrespective of the location of the licensee’s home domicile.

	For the three months ended
	June 30,
	2011		2010
	$		$
United States		2,025,000		25,264
International		156,815		487,134
Total revenue		2,181,815		512,398

Revenues from two licensees comprised 47% and 46% of revenue for the three months ended June 30, 2011, with no other licensee or customer accounting for more than 10% of revenues. Revenues from three customers comprised 44%, 18% and 14% of revenue for the three months ended June 30, 2010, with no other customer accounting for more than 10% of revenues. Accounts receivable from one licensee comprised 88% of net accounts receivable at June 30, 2011.

10. COMMITMENTS AND CONTINGENCIES

Legal Matters

Intellectual Property Litigation

In September 2007 and March 2008, the Company filed complaints against eight electronic product manufacturers in the U.S. District Court for the Eastern District of Texas asserting that products made by the companies infringe four of the Company's U.S. patents covering the use of flash memory technology. These patents are part of the Company’s Flash-R patent portfolio. By September 30, 2009 the Company had licensed and settled the litigation with seven of the manufacturers and suspended the complaint against one defendant in bankruptcy.

In November 2009 the Company filed an additional patent infringement complaint in the United States District Court for the District of Colorado against nineteen companies that manufacture devices using flash memory. By June 30, 2011 the Company had licensed and settled the litigation with seven of the defendants and suspended the complaint against one defendant.

Although most fees, costs and expenses of intellectual property litigation are covered under the Company’s arrangement with Duane Morris LLP as described below, the Company may incur support and related expenses for this litigation that may become material.

Commitment Related to Intellectual Property Legal Services

On March 23, 2007, the Company entered into an agreement for legal services and a contingent fee arrangement with Duane Morris LLP. The agreement provides that Duane Morris is the Company’s legal counsel in connection with the assertion of the Company’s flash memory related patents against infringers (“Patent Enforcement Matters’).

Duane Morris has agreed to handle the Company’s Patent Enforcement Matters and certain related appeals on a contingent fee basis. Duane Morris also has agreed to advance certain costs and expenses including travel expenses, court costs and expert fees. The Company has agreed to pay Duane Morris a fee equal to 40% of any license or litigation recovery related to Patent Enforcement Matters, after recovery of expenses, and 50% of recovery if appeal is necessary.

In the event the Company is acquired or sold or elects to sell the covered patents or upon certain other corporate events or in the event the Company terminates the agreement for any reason, then Duane Morris shall be entitled to collect accrued costs and a fee equal to three times overall time and expenses accrued in connection with the agreement and a fee of 15% of a good faith estimate of the overall value of the covered patents. Any such corporate event or termination fee will only be recorded if and when such applicable event becomes probable. The Company has provided Duane Morris a lien and a security interest in the covered patents to secure its obligations under the agreement.

10

Facility Lease

In March 2006 the Company entered into a sixty-two month lease, commencing June 1, 2006 and expiring July 31, 2011, for approximately 4,800 square feet. In May 2011 the Company entered into a lease extension through April 2012 at the same monthly rate of $6,534 excluding utilities and costs. Future lease commitments aggregate to $65,340 at June 30, 2011.

Concentration of Credit Risk and Sources of Supply

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and trade receivables. The Company at March 31, 2011 had substantially all of its cash and cash equivalents at one financial institution in a non-interest bearing account, which pursuant to current rules is insured in full by the Federal Deposit Insurance Corporation through December 31, 2012. The Company does not believe that it is subject to any unusual financial risk beyond the normal risk associated with commercial banking relationships. The Company performs periodic evaluations of the relative credit standing of these financial institutions. The Company has not experienced any significant losses on its cash equivalents.

Concentrations of credit risk with respect to trade accounts receivable are limited due to the number and nature of customers comprising the Company’s customer base and their geographic dispersion. The Company has not incurred any significant credit related losses.

The Company relies on one third-party contract manufacturer to produce its eVU mobile entertainment product and generally relies on single suppliers for batteries, charging stations and other components. The Company also relies on one legal firm to represent it in patent licensing and enforcement matters.

Guarantees and Indemnifications

The Company enters into standard indemnification agreements in the ordinary course of business. Some of the Company’s product sales and services agreements include a limited indemnification provision for claims from third parties relating to the Company’s intellectual property. Such indemnification provisions are accounted for in accordance with ASC 450, Contingencies. The indemnification is generally limited to the amount paid by the customer. To date, there have been no claims under such indemnification provisions.

The Company provides a one-year limited warranty for most of its products.

11. INCOME TAXES

There is no income tax provision for the three months ended June 30, 2011 as the Company currently estimates its effective tax rate to be zero due to uncertainty of income in future interim quarters of the current year and due to net operating loss carryforwards.

In spite of state NOLs the Company could be subject to California state taxes during fiscal 2012 if it generates taxable income of $500,000 or more during the year due to the California extension of the suspension of the net operating loss (“NOL”) carryforwards to the 2011 tax year.

At June 30, 2011, the Company had deferred tax assets associated with federal net operating losses (“NOLs”), related state NOLs, foreign tax credits and certain Federal and California research and development tax credits, but recorded a corresponding full valuation allowance as it is more likely than not that some portion or all of the deferred tax assets will not be realized.

11

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

THE FOLLOWING DISCUSSION INCLUDES FORWARD-LOOKING STATEMENTS WITH RESPECT TO THE COMPANY'S FUTURE FINANCIAL PERFORMANCE. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CURRENTLY ANTICIPATED AND FROM HISTORICAL RESULTS DEPENDING UPON A VARIETY OF FACTORS, INCLUDING THOSE DESCRIBED BELOW. SEE ALSO THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31, 2011.

Cautionary Note on Forward Looking Statements

In addition to the other information in this report, the factors listed below should be considered in evaluating our business and prospects.  This report contains a number of forward-looking statements that reflect our current views with respect to future events and financial performance.  These forward-looking statements are subject to certain risks and uncertainties, including those discussed below and elsewhere herein, that could cause actual results to differ materially from historical results or those anticipated.  In this report, the words “anticipates,” “believes,” “expects,” “intends,” “future” and similar expressions identify forward-looking statements.  Readers are cautioned to consider the specific factors described below and not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof.  We undertake no obligation to publicly revise these forward-looking statements, to reflect events or circumstances that may arise after the date hereof.

General

We are a holding company incorporated under the laws of Delaware that operates through a wholly-owned California subsidiary of the same name. We market our eVU mobile entertainment system for the travel industry and license and enforce our Flash-R portfolio of flash memory patents for use in portable devices produced by electronic product manufacturers. We also seek to expand our licensable intellectual property portfolio and in fiscal 2011 filed seven new U.S. patent applications for technologies related to communication networks and digital data distribution.

With the inception of patent license revenue in September 2008, we determined that we have two operating segments: (1) products and services and (2) patent licensing and enforcement. Our products and services revenue is derived from the sale of eVU products and accessories to customers, warranty and technical support services and content integration fees and related services. Our patent licensing and enforcement revenue consists of intellectual property revenues from our Flash-R patent portfolio.

Our strategy is to market our eVU products and services to a growing base of U.S. and international companies for use in the airline and other travel industries. We employ direct sales and sales through value added resellers (VARs) that provide marketing, logistic and/or content services to corporate customers.

We are commercializing our Flash-R patent portfolio through licensing and we are aggressively pursuing enforcement by litigating against targeted parties that we believe are infringing our patents. The international law firm of Duane Morris LLP is handling our patent enforcement matters on a contingent fee basis. During the period commencing September 2007 through March 2008, we filed complaints against eight electronic product manufacturers and subsequently licensed and settled the litigation with seven of the manufacturers and suspended the complaint against one defendant that filed for bankruptcy. In November 2009 we filed an additional patent infringement complaint against nineteen companies and as of  June 30, 2011 we had licensed and settled with seven defendants and suspended the complaint against one defendant.

On June 28, 2011, the United States District Court for the District of Colorado issued an Opinion and Order Regarding Claim Construction following a January 28, 2011 Markman hearing (a proceeding under U.S. patent law where both sides present to the Court their arguments on how they believe patent terms should be construed). The Opinion construed claim terms in United States Patent 5,491,774, one of the Company’s Flash-R patents, more narrowly than we had proposed. On July 28, 2011 the parties to the litigation filed a Joint Statement in Response to June 28, 2011 Order Regarding Claim Construction (the “Statement”) as required by the Opinion. The Statement proposes a plan to take future discovery to clarify infringement-related issues arising from the Court’s claim construction as outlined in the Opinion. The Statement also requests that the Court construe a claim term from a second Flash-R patent in the litigation. While we continue to evaluate future licensing and enforcement actions, the Order, the Statement and requested clarifications could negatively affect future licensing prospects.

12

Two of our patents are in the process of being reexamined by the United States Patent and Trademark Office (USPTO). Favorable determinations from the reexamination could bolster our licensing and unfavorable determination could adversely affect our ability to monetize our patent portfolio.

While we expect to file future complaints against additional companies and license additional companies there can be no assurance of the timing or amounts of any related license revenue. We also are developing new intellectual property for possible licensing in the areas of communication networks and digital data distribution.

Our business is high risk in nature. There can be no assurance we can achieve sufficient eVU or patent license revenues to sustain profitability. We continue to be subject to the risks normally associated with introducing new products, services and technologies, including unforeseeable expenses, delays and complications. Accordingly, there is no guarantee that we can or will report operating profits in future periods.

Overall Performance and Trends

We focused significant efforts on developing, licensing and enforcing our patent portfolio during the first quarter and during the fiscal years ended March 31, 2011 and 2010. While we have settled and licensed with a total of fourteen defendants to date, there is a reluctance of patent infringers to negotiate and ultimately take a patent license without at least the threat of legal action. However, the majority of patent infringement contentions settle out of court, based on the strength of the patent claims, validity, and persuasive evidence and clarity that the patent is being infringed. Although we believe we have been successful in early licensing by demonstrating the strength, validity and clarity of our patent claims, future events including court rulings and patent reexamination results could have a significant positive or negative impact on future licensing activity.  The recent Markman ruling in particular could negatively affect future licensing prospects.

Our eVU IFE business remained slow during the first quarter primarily due to airline economics. We are unable to predict future sales levels in this market as orders have been and are expected to continue to be sporadic from both existing and new customers. We continue to pursue business in the airline and other travel markets for our eVU product line.

While we reported a profit for the first fiscal quarter ended June 30, 2011 (fiscal 2012), in prior years and in the two years just completed (fiscal 2011 and 2010) we have incurred losses and negative cash flow from operations. We expect to incur losses in the future until product, service and/or licensing revenues are sufficient to sustain continued profitability. Our ability to continue as a going concern is in doubt and is dependent upon achieving a profitable level of operations and if necessary obtaining additional financing.

Management faces challenges for the remainder of fiscal 2012 to execute its plan to grow product and service revenues, license new intellectual property currently in development, and increase Flash-R patent portfolio license fees. The recent Markman ruling could negatively affect future licensing prospects and future rulings from reexamination of certain Flash-R patent claims by the USPTO could have a significant positive or negative impact on future licensing activity in 2012 and beyond. The failure to obtain additional patent license revenues or eVU orders or delays of orders or production delays could have a material adverse impact on our operations. Our patent licensing business is subject to significant uncertainties as to the timing and amount of future license revenues, if any. We may also face unanticipated technical or manufacturing obstacles and face warranty and other risks in our business.

For the three months ended June 30, 2011 we recognized a net income before income taxes of $731,237 compared to a net loss before income taxes of $350,192 for the comparable period of the prior fiscal year. Our revenues were $2,181,815 for the first three months of fiscal 2012 with $2,025,000 of patent license revenue. This compares to $512,398 for the prior year’s first three months with $25,264 of patent license revenue reported. We reported reduced operating expenses totaling $438,132 in the three months ended June 30, 2011 compared to $524,796 in the comparable period prior primarily due to reduced staffing costs and non-cash stock compensation expenses.

Our monthly cash operating costs average approximately $125,000 per month. However, we may increase expenditure levels in future periods to support and expand our revenue opportunities and continue advanced product and technology research and development. Our quarterly results are highly dependent on the timing and amount of licensing fees and accordingly quarterly results can vary dramatically from period to period. As a result of this and other factors, past results and expenditure levels may not be indicative of future quarters. We expect to incur losses in the future until product, service and/or licensing revenues are sufficient to sustain continued profitability. Our ability to continue as a going concern is in doubt and is dependent upon achieving a profitable level of operations and if necessary obtaining additional financing.

13

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements located in Item 1 of Part I, “Financial Statements,” and in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report of Form 10-K for the year ended March 31, 2011. The preparation of these financial statements prepared in accordance with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  On an on-going basis, we evaluate our estimates, including but not limited to those related to revenue recognition, bad debts, inventory valuation, intangible assets, financing operations, stock-based compensation, fair values, income taxes, contingencies and litigation.  We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.

We believe that, of the significant accounting policies discussed in our consolidated financial statements, the following accounting policies require our most difficult, subjective or complex judgments:

· revenue recognition;

· stock-based compensation expense; and

· income taxes.

Historically, our assumptions, judgments and estimates relative to our critical accounting policies have not differed materially from actual results. There were no significant changes or modification of our critical accounting policies and estimates involving management valuation adjustments affecting our results for the three months ended June 30, 2011. For further information on our critical accounting policies, refer to Note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended March 31, 2011.

Results of Operations

Three months ended June 30, 2011 compared to the three months ended June 30, 2010

	Three Months Ended June 30,
	2011		% of			2010			% of			Change
	Dollars		Revenue			Dollars			Revenue			Dollars			%
Revenues:
Products		39,007		2	%		298,615			58	%		(259,608	)		(87	)%
Services		117,808		5	%		188,519			37	%		(70,711	)		(38	)%
Patent license		2,025,000		93	%		25,264			5	%		1,999,736			7915	%
		2,181,815		100	%		512,398			100	%		1,669,417			326	%
Gross Profit:
Product gross profit		1,845		0	%		56,930			11	%		(55,085	)		(97	)%
Service gross profit		53,728		2	%		102,516			20	%		(48,788	)		(48	)%
Patent license		1,113,796		51	%		15,158			3	%		1,098,638			7248	%
		1,169,369		54	%		174,604			34	%		994,765			570	%
Operating Expenses:
Selling and administrative		248,847		11	%		366,125			71	%		(117,278	)		(32	)%
Research and related		189,285		9	%		158,671			31	%		30,614			19	%
		438,132		20	%		524,796			102	%		(86,664	)		(17	)%
Income (loss) before income taxes		731,237		34	%		(350,192	)		(68	)%		1,081,429			(309	)%

14

Income (Loss) Before Income Taxes

The income before income taxes in the first quarter of fiscal 2012 resulted primarily from two new license arrangements covering three defendants and related margins.

Revenues

Revenues increased during first fiscal quarter of 2012 compared to the same quarter of the prior fiscal year due to two  new license arrangements covering three defendants. We experienced reduced product and service revenues due to no significant new customers or product sales and reduced service revenues from ongoing customers. Our product revenues have been sporadic in part as a result of airline industry economics resulting in reduced IFE activity. Our service revenues declined and vary depending on repair and content services provided to a changing customer mix.

License fee revenues recognized fluctuate significantly from period to period primarily based on the following factors:

· the dollar amount of agreements executed each period, which is primarily driven by the magnitude of infringement associated with a specific licensee;

· the specific terms and conditions of agreements executed each period and the periods of infringement contemplated by the respective payments; and

· fluctuations in the number of agreements executed.

In the future the following additional factors could also impact revenue variability:

· the effect of court and USPTO rulings and decisions;

· fluctuations in the sales results or other royalty per unit activities of our licensees that impact the calculation of license fees due;

· the timing of the receipt of periodic license fee payments and/or reports from licensees.

We are pursuing new eVU business and targeting new patent licensees but our results will continue to be dependent on the timing and quantity of eVU orders and the timing and amount of future patent licensing arrangements, if any.

Gross Profit

Gross profit for the first quarter of fiscal 2012 was $1,169,369 or 54% of revenues.  The gross profit on product and service revenues was 35% and the gross profit on patent licensing fees was 55% of license revenues. The gross profit for the prior year’s first quarter was $174,604 or 34% of revenues. The gross profit on product and service revenues was 33% and the gross profit on patent licensing fees was 60% of license revenues. Gross profit margins are highly dependent on revenue mix, prices charged, volume of orders, and for periods with patent licensing revenues the amounts of contingency legal fees and costs.

Operating Expenses

Selling and administrative costs for the three months ended June 30, 2011 declined by $117,278 compared to the same period in the year prior. The current period included a $33 expense for noncash stock-based compensation expense compared to $75,732 for the prior year’s first quarter as a result of granting immediately vested stock options. Reduced current period selling and administrative expenses included $86,000 of reduced staffing costs offset by annual meeting costs of $42,000.

Research and related expenses in the most recent quarter included $3,691 of noncash stock-based compensation costs compared to $18,034 in the prior year first quarter. Research and related expenses increased by $30,614 due to $97,000 of patent related costs offset by reduced staffing costs of $44,000. Research and related expenses can vary significantly from quarter to quarter based on the allocation of time spent by personnel who work on both revenue producing service and repair projects, on patent related costs and on internal research projects. Such expenses also vary based on decisions made regarding outside engineering and consulting.

Income (Loss) Attributable to Common Stockholders

The income attributable to common stockholders was $731,237. The net loss attributable to common stockholders for the prior comparable first quarter was $381,588 including the effect of accrued and deemed dividends of $31,396.

15

Liquidity and Capital Resources

At June 30, 2011, we had working capital of $2,794,674 compared to a working capital of $2,013,352 at March 31, 2011. At June 30, 2011 we had cash on hand of $2,429,408.

Operating Activities

Cash provided by operating activities was $623,514 for the three months ended June 30, 2011. Cash provided by operating activities included the net income of $731,237 increased by net non-cash expenses of $3,752. Major components also providing operating cash was a decrease of $36,575 in inventory and an increase of $547,451 in accounts payable and $372,705 of accrued and other liabilities. Major components reducing operating cash included a $1,064,560 increase in accounts receivable.

Cash used in operating activities was $272,963 for the three months ended June 30, 2010. The usage was caused by the net loss and increases in accounts receivable and decreases in accrued and other liabilities.

Our terms to customers vary but we often require payment prior to shipment of product and any such payments are recorded as deposits. Patent license payments are normally due at signing of the license or within 30-45 days of settlement or end of royalty reporting period.

Individual working capital components can change dramatically from period to period due to timing of licensing, sales and shipments and corresponding receivable, inventory and payable balances. Accordingly operating cash requirements vary significantly from period to period.

Investing Activities

The Company’s efforts are primarily on operations and currently we have no significant investing capital needs. We have no commitments requiring investment capital.

Financing Activities

There were no cash financing activities during the three months ended June 30, 2011.

Debt and Other Commitments

We currently have no debt outstanding other than trade payables and accruals.At June 30, 2011 we had no significant purchase commitments for product and components.

We are committed for our office lease as more fully described in our interim consolidated financial statements.

Our legal firm Duane Morris is handling patent enforcement matters and certain related appeals on our Flash-R patent portfolio on a contingent fee basis. Duane Morris also has agreed to advance certain costs and expenses including travel expenses, court costs and expert fees. We have agreed to pay Duane Morris a fee equal to 40% of any license or litigation recovery related to patent enforcement matters, after recovery of expenses, and 50% of recovery if appeal is necessary.

In the event we are acquired or sold or elect to sell the covered patents or upon certain other corporate events or in the event we terminate the agreement for any reason, then Duane Morris shall be entitled to collect accrued costs and a fee equal to three times overall time and expenses accrued in connection with the agreement and a fee of 15% of a good faith estimate of the overall value of the covered patents. Duane Morris has a lien and a security interest in the covered patents to secure its obligations under the agreement.

The costs of the USPTO reexamination of certain claims of the Flash-R patents is not covered under our arrangement with Duane Morris and we have engaged separate counsel and will be required to pay such patent related costs which could continue to be significant.

Cash Requirements

Other than cash on hand and accounts receivable, we have no material unused sources of liquidity at this time.  Based on our cash position at June 30, 2011 and current planned expenditures and level of operation, we believe we have sufficient capital resources for the next twelve months. Actual results could differ significantly from management plans. We believe we may be able to obtain additional funds from future patent licensing and eVU product sales and services but the timing of licenses and shipments and the amount and quantities of shipments, orders and reorders are subject to many factors and risks, many outside our control.

16

Since we have not demonstrated sustainable profitability, our company’s ability to continue as a going concern is in doubt and is dependent upon achieving sustained profitability and if necessary obtaining additional financing. We currently have no plans, arrangements or understandings regarding any acquisitions.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Principal Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the relationship between the benefit of desired controls and procedures and the cost of implementing new controls and procedures.

We carried out an evaluation under the supervision and with the participation of management, including our Chief Executive Officer and Principal Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2011, the end of the period covered by this report.  Based on that evaluation , our Chief Executive Officer and Principal Accounting Officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting during our fiscal quarter ended June 30, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Our process for evaluating controls and procedures is continuous and encompasses constant improvement of the design and effectiveness of established controls and procedures and the remediation of any deficiencies which may be identified during this process.

PART II.       OTHER INFORMATION

Item 1. Legal Proceedings

Intellectual Property Litigation

In September 2007 and March 2008, we filed complaints against eight electronic product manufacturers in the U.S. District Court for the Eastern District of Texas asserting that products made by the companies infringe four of our U.S. patents covering the use of flash memory technology. These patents are part of our Flash-R patent portfolio. By September 30, 2009 we had licensed and settled the litigation with seven of the manufacturers and suspended the complaint against one defendant in bankruptcy.

In November 2009 we filed an additional patent infringement complaint in the United States District Court for the District of Colorado against nineteen companies that manufacture devices using flash memory. By June 30, 2011 we had licensed and settled the litigation with seven of the defendants and suspended the complaint against one defendant.

On June 28, 2011, the United States District Court for the District of Colorado (the “Court”) issued an Opinion and Order Regarding Claim Construction (the “Opinion”) following a January 28, 2011 Markman hearing (a proceeding under U.S. patent law where both sides present to the Court their arguments on how they believe patent terms should be construed). The Opinion construed claim terms in United States Patent 5,491,774, one of the Company’s Flash-R patents, more narrowly than proposed by the Company.

17

On July 28, 2011 the parties to the litigation filed a Joint Statement in Response to June 28, 2011 Order Regarding Claim Construction (the “Statement”) as required by the Opinion. The Statement proposes a plan to take future discovery to clarify infringement-related issues arising from the Court’s claim construction as outlined in the Opinion. The Statement also requests that the Court construe a claim term from a second Flash-R patent in the litigation.

While the Company continues to evaluate future licensing and enforcement actions, the Order, the Statement and requested clarifications could negatively affect future licensing prospects.

Although most fees, costs and expenses of intellectual property litigation are covered under our arrangement with Duane Morris LLP, we may incur support and related expenses for this litigation that may become material.  In particular, the costs of the USPTO reexamination of certain claims of the Flash-R patents is not covered under our arrangement with Duane Morris LLP and we have engaged separate counsel and will be required to pay such patent related costs which could continue to be significant.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) NONE

(b) NONE

(c) NONE

Item 3. Defaults Upon Senior Securities

NONE

Item 4. (Removed and Reserved)

Item 5. Other Information

(a) NONE

(b) NONE

Item 6. Exhibits

Exhibit 31.1 – Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Alfred H. Falk, President and CEO (Principal Executive Officer).

Exhibit 31.2 – Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by MarDee Haring-Layton (Principal Accounting Officer).

Exhibit 32.1 – Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Alfred H. Falk, President and CEO (Principal Executive Officer) and MarDee Haring-Layton (Principal Accounting Officer).

	Extensible Business Reporting Language (XBRL) Exhibits*
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*

18

*Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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.

e.DIGITAL CORPORATION
By:	/s/ ALFRED H. FALK
	Alfred H. Falk, President and Chief Executive Officer
By:	/s/ MARDEE HARING-LAYTON
	MarDee Haring-Layton, Principal Accounting Officer

Date:        August 12, 2011

19

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Alfred H. Falk, certify that:

1. I have reviewed this quarterly report on Form10-Q of e.Digital Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 12, 2011

/s/ ALFRED H. FALK

Alfred H. Falk

President and Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, MarDee Haring-Layton,certify that:

1. I have reviewed this quarterly report on Form10-Q of e.Digital Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 12, 2011

/s/ MARDEE HARING-LAYTON

MarDee Haring-Layton

Principal Accounting Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Each of the undersigned hereby certifies, in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in his or her capacity as an officer of e.Digital Corporation (the "Company"), that, to his or her knowledge, the Quarterly Report of the Company on Form 10-Q for the period ended June 30, 2011, fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: August 12, 2011
	/s/ ALFRED H. FALK
	Alfred H. Falk,
	President and Chief Executive Officer
	(Principal Executive Officer)
Date: August 12, 2011
	/s/ MARDEE HARING-LAYTON
	MarDee Haring-Layton
	Principal Accounting Officer
	(Principal Financial Officer)

XML



CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Jun. 30, 2011	Mar. 31, 2011
Property, equipment and intangibles, accumulated depreciation and amortization	$ 195,461	$ 194,461
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized	350,000,000	350,000,000
Common stock, shares issued	293,003,158	293,003,158
Common stock, shares outstanding	293,003,158	293,003,158

XML



CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Revenues:
Products	$ 39,007	$ 298,615
Services	117,808	188,519
Patent license	2,025,000	25,264
Revenues, Total	2,181,815	512,398
Cost of revenues:
Products	37,162	241,685
Services	64,080	86,003
Patent license	911,204	10,106
Cost of Revenue, Total	1,012,446	337,794
Gross profit	1,169,369	174,604
Operating expenses:
Selling and administrative	248,847	366,125
Research and related expenditures	189,285	158,671
Total operating expenses	438,132	524,796
Operating income (loss) before provision for income taxes	731,237	(350,192)
Income tax provision
Income (loss) for the period	731,237	(350,192)
Accrued and deemed dividends on preferred stock		(31,396)
Income (loss) attributable to common stockholders	$ 731,237	$ (381,588)
Income (loss) per common share - basic and diluted	$ 0.00	$ 0.00
Weighted average common shares outstanding Basic and diluted	293,003,158	287,017,408

XML



Document and Entity Information	3 Months Ended
	Jun. 30, 2011	Aug. 01, 2011
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2011
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Trading Symbol	EDIG
Entity Registrant Name	E DIGITAL CORP
Entity Central Index Key	0000886328
Current Fiscal Year End Date	--03-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		293,003,158

XML



STOCKHOLDERS' EQUITY

3 Months Ended

Jun. 30, 2011

STOCKHOLDERS' EQUITY

7. STOCKHOLDERS’ EQUITY

The following table summarizes stockholders’ equity transactions during the three-month period ended June 30, 2011:

	Common stock				Additional		Accumulated			Total stockholders'
	Shares		Amount		paid-in capital		deficit			equity
			$		$		$			$
Balance, April 1, 2011		293,003,158		293,003		82,767,088		(81,040,233	)		2,019,858
Stock-based compensation		-		-		3,724		-			3,724
Income for the period		-		-		-		731,237			731,237
Balance, June 30, 2011		293,003,158		293,003		82,770,812		(80,308,996	)		2,754,819

Options

The following table summarizes stock option activity for the period:

				Weighted average		Aggregate
	Shares			exercise price		Intrinsic Value
	#			$		$
Outstanding April 1, 2011		6,022,500			0.15	-
Granted		-			-	-
Exercised		-			-	-
Canceled/expired		(512,500	)		0.18	-
Outstanding June 30, 2011		5,510,000			0.11	$	-
Exercisable at June 30, 2011		4,447,080			0.11	$	-

(1) Options outstanding are exercisable at prices ranging from $0.09 to $0.155 and expire over the period from 2013 to 2015.

(2) Aggregate intrinsic value is based on the closing price of our common stock on June 30, 2011 of $0.035 and excludes the impact of options that were not in-the-money.

Share warrants

A total of 7,500,000 share warrants exercisable at $0.10 per share expired on June 30, 2011 and no warrants were outstanding at June 30, 2011.

XML



INCOME (LOSS) PER SHARE

3 Months Ended

Jun. 30, 2011

INCOME (LOSS) PER SHARE

3. INCOME (LOSS) PER SHARE

Basic earnings (loss) per common share is computed by dividing income (loss) attributable to common shareholders by the weighted-average number of shares of common stock outstanding during the period. The loss to common stockholders was increased by accrued and deemed dividends on preferred stock during the three months ended June 30, 2010 of $31,396. Diluted earnings per common share is computed by dividing loss attributable to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities included outstanding stock options and warrants. The dilutive effect of potentially dilutive securities is reflected in diluted earnings per share by application of the treasury stock method. These securities were not included in the computation of diluted loss per share for the periods because they are antidilutive, but they could potentially dilute earnings per share in future periods.  Under the treasury stock method, an increase in the fair market value of the Company’s common stock can result in a greater dilutive effect from potentially dilutive securities. For the periods presented potential dilutive securities were not included in the computation of diluted earnings (loss) per share because they had no effect or were antidilutive, but they could potentially dilute earnings per share in future periods. There was no difference in basic and diluted earnings (loss) per share or basic and diluted weighted average shares outstanding for the periods presented.

XML



SEGMENT INFORMATION

3 Months Ended

Jun. 30, 2011

SEGMENT INFORMATION

9. SEGMENT INFORMATION

ASC 280 Segment Reporting provides annual and interim reporting standards for an enterprise’s business segments and related disclosures about its products, services, geographical areas and major customers. The Company has two operating segments: (1) products and services and (2) patent licensing. Products and services consist of sales of the Company’s electronic eVU mobile entertainment device and related content services and patent licensing consists of intellectual property revenues from the Flash-R patent portfolio.

Accounting policies for each of the operating segments are the same as on a consolidated basis.

Reportable segment information for the three months ended June 30, 2011 and 2010 is as follows:

	For the three months ended
	June 30,
	2011			2010
	$			$
REVENUES:
Products and services		156,815			487,134
Patent licensing		2,025,000			25,264
Total revenue		2,181,815			512,398
GROSS PROFIT:
Products and services		55,573			159,446
Patent licensing		1,113,796			15,158
Total gross profit		1,169,369			174,604
RECONCILIATION:
Total segment gross profit		1,169,369			174,604
Operating expenses		(438,132	)		(524,796	)
Other income (expense)		-			-
Income (loss) before income taxes		731,237			(350,192	)

The Company does not have significant assets employed in the patent license segment and does not track capital expenditures or assets by reportable segment. Consequently it is not practical to show this information.

Revenue by geographic region is determined based on the location of the Company’s direct customers or distributors for product sales and services. Patent license revenue is considered United States revenue as payments are for licenses for United States operations irrespective of the location of the licensee’s home domicile.

	For the three months ended
	June 30,
	2011		2010
	$		$
United States		2,025,000		25,264
International		156,815		487,134
Total revenue		2,181,815		512,398

Revenues from two licensees comprised 47% and 46% of revenue for the three months ended June 30, 2011, with no other licensee or customer accounting for more than 10% of revenues. Revenues from three customers comprised 44%, 18% and 14% of revenue for the three months ended June 30, 2010, with no other customer accounting for more than 10% of revenues. Accounts receivable from one licensee comprised 88% of net accounts receivable at June 30, 2011.

XML



COMMITMENTS AND CONTINGENCIES

3 Months Ended

Jun. 30, 2011

COMMITMENTS AND CONTINGENCIES

10. COMMITMENTS AND CONTINGENCIES

Legal Matters

Intellectual Property Litigation

In September 2007 and March 2008, the Company filed complaints against eight electronic product manufacturers in the U.S. District Court for the Eastern District of Texas asserting that products made by the companies infringe four of the Company's U.S. patents covering the use of flash memory technology. These patents are part of the Company’s Flash-R patent portfolio. By September 30, 2009 the Company had licensed and settled the litigation with seven of the manufacturers and suspended the complaint against one defendant in bankruptcy.

In November 2009 the Company filed an additional patent infringement complaint in the United States District Court for the District of Colorado against nineteen companies that manufacture devices using flash memory. By June 30, 2011 the Company had licensed and settled the litigation with seven of the defendants and suspended the complaint against one defendant.

Although most fees, costs and expenses of intellectual property litigation are covered under the Company’s arrangement with Duane Morris LLP as described below, the Company may incur support and related expenses for this litigation that may become material.

Commitment Related to Intellectual Property Legal Services

On March 23, 2007, the Company entered into an agreement for legal services and a contingent fee arrangement with Duane Morris LLP. The agreement provides that Duane Morris is the Company’s legal counsel in connection with the assertion of the Company’s flash memory related patents against infringers (“Patent Enforcement Matters’).

Duane Morris has agreed to handle the Company’s Patent Enforcement Matters and certain related appeals on a contingent fee basis. Duane Morris also has agreed to advance certain costs and expenses including travel expenses, court costs and expert fees. The Company has agreed to pay Duane Morris a fee equal to 40% of any license or litigation recovery related to Patent Enforcement Matters, after recovery of expenses, and 50% of recovery if appeal is necessary.

In the event the Company is acquired or sold or elects to sell the covered patents or upon certain other corporate events or in the event the Company terminates the agreement for any reason, then Duane Morris shall be entitled to collect accrued costs and a fee equal to three times overall time and expenses accrued in connection with the agreement and a fee of 15% of a good faith estimate of the overall value of the covered patents. Any such corporate event or termination fee will only be recorded if and when such applicable event becomes probable. The Company has provided Duane Morris a lien and a security interest in the covered patents to secure its obligations under the agreement.

Facility Lease

In March 2006 the Company entered into a sixty-two month lease, commencing June 1, 2006 and expiring July 31, 2011, for approximately 4,800 square feet. In May 2011 the Company entered into a lease extension through April 2012 at the same monthly rate of $6,534 excluding utilities and costs. Future lease commitments aggregate to $65,340 at June 30, 2011.

Concentration of Credit Risk and Sources of Supply

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and trade receivables. The Company at March 31, 2011 had substantially all of its cash and cash equivalents at one financial institution in a non-interest bearing account, which pursuant to current rules is insured in full by the Federal Deposit Insurance Corporation through December 31, 2012. The Company does not believe that it is subject to any unusual financial risk beyond the normal risk associated with commercial banking relationships. The Company performs periodic evaluations of the relative credit standing of these financial institutions. The Company has not experienced any significant losses on its cash equivalents.

Concentrations of credit risk with respect to trade accounts receivable are limited due to the number and nature of customers comprising the Company’s customer base and their geographic dispersion. The Company has not incurred any significant credit related losses.

The Company relies on one third-party contract manufacturer to produce its eVU mobile entertainment product and generally relies on single suppliers for batteries, charging stations and other components. The Company also relies on one legal firm to represent it in patent licensing and enforcement matters.

Guarantees and Indemnifications

The Company enters into standard indemnification agreements in the ordinary course of business. Some of the Company’s product sales and services agreements include a limited indemnification provision for claims from third parties relating to the Company’s intellectual property. Such indemnification provisions are accounted for in accordance with ASC 450, Contingencies. The indemnification is generally limited to the amount paid by the customer. To date, there have been no claims under such indemnification provisions.

The Company provides a one-year limited warranty for most of its products.

XML



FAIR VALUE MEASUREMENTS

3 Months Ended

Jun. 30, 2011

FAIR VALUE MEASUREMENTS

8. FAIR VALUE MEASUREMENTS

Cash and cash equivalents are measured at fair value in the Company’s financial statements. Accounts receivable are financial assets with carrying values that approximate fair value due to the short-term nature of these assets. Accounts payable, deferred revenue and accrued and other liabilities are financial liabilities with carrying values that approximate fair value due to the short-term nature of these liabilities. Effective April 1, 2008 the Company adopted and follows ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) which established a fair value hierarchy that requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instruments categorization within the hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The Company’s cash and cash equivalents are valued using unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 inputs under ASC 820).

XML



NATURE OF OPERATIONS AND BASIS OF PRESENTATION

3 Months Ended

Jun. 30, 2011

NATURE OF OPERATIONS AND BASIS OF PRESENTATION

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION

e.Digital Corporation is a holding company incorporated under the laws of Delaware that operates through a wholly-owned California subsidiary of the same name. The Company markets the eVU™ mobile entertainment system for the travel industry and licenses and enforces its Flash-R™ portfolio of patents related to the use of flash memory in portable devices.

Unaudited Interim Financial Statements

These unaudited consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States and with the instructions to Form 10-Q and Article 10 of Regulation S-X on a going concern basis, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. These interim consolidated financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, the unaudited consolidated financial statements reflect all adjustments considered necessary for a fair statement of the Company's financial position at June 30, 2011, and the results of its operations and cash flows for the periods presented, consisting only of normal and recurring adjustments. All significant intercompany transactions have been eliminated in consolidation. Operating results for the three months ended June 30, 2011 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2012. For further information, refer to the Company's consolidated financial statements and footnotes thereto for the year ended March 31, 2011 filed on Form 10-K.

Going Concern

The Company has incurred significant historical losses and negative cash flow from operations and has an accumulated deficit of $80,308,996 at June 30, 2011.Although the Company reported a profit in the first quarter of the current fiscal year it could incur additional losses in the future until product, service and/or licensing revenues are sufficient to sustain continued profitability. Until the Company can demonstrate sustained profitability its ability to continue as a going concern is in doubt and may be dependent upon obtaining additional financing in the future. These consolidated financial statements do not give effect to any adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

XML



INVENTORIES

3 Months Ended

Jun. 30, 2011

INVENTORIES

4. INVENTORIES

Inventory is recorded at the lower of cost and net realizable value. The cost of substantially all the Company’s inventory is determined by the weighted average cost method.

Inventories consisted of the following:

	June 30,		March 31,
	2011		2011
	$		$
Raw materials		60,997		70,835
Work in process		18,751		19,027
Finished goods		140,135		166,596
		219,883		256,458

XML



STOCK-BASED COMPENSATION COSTS

3 Months Ended

Jun. 30, 2011

STOCK-BASED COMPENSATION COSTS

5. STOCK-BASED COMPENSATION COSTS

The Company accounts for stock-based compensation under the provisions of ASC 718, Share-Based Payment and ASC 505-50, Equity-Based Payments to Non-Employees. ASC 718requires measurement of all employee stock-based awards using a fair-value method and recording of related compensation expense in the consolidated financial statements over the requisite service period. Further, as required under ASC 718, the Company estimates forfeitures for stock-based awards that are not expected to vest. The Company recorded stock-based compensation in its consolidated statements of operations for the relevant periods as follows:

	Three Months Ended
	June 30,
	2011		2010
	$		$
Research and development		3,691		18,034
Selling and administrative		33		75,732
Total stock-based compensation expense		3,724		93,766

As of June 30, 2011 total estimated compensation cost of stock options granted but not yet vested was $4,995 and is expected to be recognized over the weighted average period of 0.6 years.

The following table sets forth the weighted-average key assumptions and fair value results for stock options granted during the three-month period ended June 30, 2010 (annualized percentages).

	Three Months Ended
	June 30,
	2011		2010
Volatility		*		77	%
Risk-free interest rate		*		0.43	%
Forfeiture rate		*		0.0	%
Dividend yield		*		0.0	%
Expected life in years		*		2.0
Weighted-average fair value of options granted		*	$	0.04

*No stock options granted during the three months ended June 30, 2011.

The dividend yield of zero is based on the fact that the Company has never paid cash dividends and has no present intention to pay cash dividends. Expected volatility is based on the historical volatility of the common stock over the period commensurate with the expected life of the options. The Company has a small number or option grants and limited exercise history and accordingly has for all new option grants applied the simplified method prescribed by SEC Staff Accounting Bulletin 110, Share-Based Payment: Certain Assumptions Used in Valuation Methods - Expected Term, to estimate expected life (computed as vesting term plus contractual term divided by two).The expected forfeiture rate is estimated based on historical and expected experience for determined option groups and is zero for options vesting on grant. Additional expense is recorded when the actual forfeiture rates are lower than estimated and a recovery of prior expense will be recorded if the actual forfeitures are higher than estimated.

See Note 7 for further information on outstanding stock options.

XML



WARRANTY RESERVE

3 Months Ended

Jun. 30, 2011

WARRANTY RESERVE

6. WARRANTY RESERVE

Details of the estimated warranty liability included in other accounts payable and accrued liabilities are as follows:

	Three Months Ended
	June 30,
	2011			2010
	$			$
Beginning balance		4,589			5,262
Warranty provision		(1,333	)		8,345
Warranty deductions		(51	)		-
Ending balance		3,205			13,607

XML



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	3 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
OPERATING ACTIVITIES
Income (loss) for period	$ 731,237	$ (350,192)
Adjustments to reconcile income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	1,361	2,704
Warranty provision	(1,333)	8,345
Stock-based compensation	3,724	93,766
Changes in assets and liabilities:
Accounts receivable	(1,064,560)	(53,622)
Inventory	36,575	55,106
Deposits and prepaid expenses	(3,647)	35,329
Accounts payable, trade	547,451	66,229
Accrued and other liabilities	372,706	(130,628)
Cash provided by (used in) operating activities	623,514	(272,963)
INVESTING ACTIVITIES
Purchase of equipment		(1,103)
Cash used in investing activities		(1,103)
Net increase (decrease) in cash and cash equivalents	623,514	(274,066)
Cash and cash equivalents, beginning of period	1,805,894	2,818,727
Cash and cash equivalents, end of period	2,429,408	2,544,661
Supplemental schedule of noncash investing and financing activities:
Common stock issued on conversion of preferred stock		605,226
Accrued and deemed dividends on preferred stock		$ 31,396

XML



RECENT ACCOUNTING PRONOUNCEMENTS

3 Months Ended

Jun. 30, 2011

RECENT ACCOUNTING PRONOUNCEMENTS

2. RECENT ACCOUNTING PRONOUNCEMENTS

There have been no recent accounting pronouncements or changes in accounting pronouncements during the three months ended June 30, 2011 that are of significance, or potential significance to the Company’s financial statements.

XML



INCOME TAXES

3 Months Ended

Jun. 30, 2011

INCOME TAXES

11. INCOME TAXES

There is no income tax provision for the three months ended June 30, 2011 as the Company currently estimates its effective tax rate to be zero due to uncertainty of income in future interim quarters of the current year and due to net operating loss carryforwards.

In spite of state NOLs the Company could be subject to California state taxes during fiscal 2012 if it generates taxable income of $500,000 or more during the year due to the California extension of the suspension of the net operating loss (“NOL”) carryforwards to the 2011 tax year.

At June 30, 2011, the Company had deferred tax assets associated with federal net operating losses (“NOLs”), related state NOLs, foreign tax credits and certain Federal and California research and development tax credits, but recorded a corresponding full valuation allowance as it is more likely than not that some portion or all of the deferred tax assets will not be realized.

XML



CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Jun. 30, 2011	Mar. 31, 2011
Current
Cash and cash equivalents	$ 2,429,408	$ 1,805,894
Accounts receivable	1,162,712	98,152
Inventory	219,883	256,458
Deposits and prepaid expenses	33,974	30,327
Total current assets	3,845,977	2,190,831
Property, equipment and intangibles, net of accumulated depreciation and amortization of $195,461 and $194,461, respectively	5,145	6,506
Total assets	3,851,122	2,197,337
Current
Accounts payable, trade	571,917	24,466
Accrued and other liabilities	524,386	153,013
Total current liabilities	1,096,303	177,479
Commitments and Contingencies
Stockholders' equity
Preferred stock, $0.001 par value; 5,000,000 shares authorized None issued and outstanding
Common stock, $0.001 par value, authorized 350,000,000, 293,003,158 shares issued and outstanding each period	293,003	293,003
Additional paid-in capital	82,770,812	82,767,088
Accumulated deficit	(80,308,996)	(81,040,233)
Total stockholders' equity	2,754,819	2,019,858
Total liabilities and stockholders' equity	$ 3,851,122	$ 2,197,337