UNITED
STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM
10-QSB  (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended: June 30,
2008[   ] TRANSITION REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from N/A to N/A  Commission file number: 000-27145  IDEAEDGE, INC. (Name of
small business issuer in its charter)  Colorado


33-0756798(State or jurisdiction of incorporation or
organization)


(I.R.S. Employer Identification No.)  6440 Lusk Blvd., Suite 200San Diego California


92121(Address and of principal executive offices)


(Zip Code)   (858)
677-0080 (Issuers
telephone number, including area code)   Check whether the
issuer (1) filed all reports required to be filed by Section 13 or 15(d)
of the Exchange Act during the past 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  oIndicate by
check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes  o   No  x At August 12, 2008,
there were 38,849,914 shares outstanding of the issuers common stock, the only
class of common equity.  Transitional Small
Business Disclosure Format (Check one):  Yes  o   No  x     TABLE OF CONTENTS  PART I: Financial Information   Item 1  Financial
Statements Consolidated Balance
Sheet (unaudited) as of June 30, 2008 Consolidated Statements
of Operations (unaudited) for the three and nine months ended June 30, 2008 and
for the period April 3, 2007 (Inception) to June 30, 2007 Consolidated Statement
of Cash Flows (unaudited) for the nine months ended June 30, 2008 and for the
period April 3, 2007 (Inception) to June 30, 2007 Notes to Consolidated
Financial Statements Item 2  Managements Discussion
and Analysis of Financial Condition and Results of Operations Item 3A(T)  Controls and
Procedures     PART II: Other Information  Item 1  Legal Proceedings Item 2  Sales of Unregistered
Securities and Use of Proceeds Item 3  Defaults upon Senior
Securities Item 4  Submission of Matters
to a Vote of Security Holders Item 5  Other Information Item 6  Exhibits   Signatures  Exhibits    FORWARD
LOOKING STATEMENTS  This quarterly report on
Form 10-QSB includes forward-looking
statements.   Forward-looking statements are those that predict
or describe future events or trends and that do not relate solely to historical
matters. You can generally identify forward looking statements as statements
containing the words believe, expect, will, anticipate, intend,
estimate, project, plan, assume or other similar expressions, or
negatives of those expressions, although not all forward-looking statements
contain these identifying words.  Such statements are based on
management's current expectations and are subject to a number of factors and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. All statements other than
historical facts contained or incorporated by reference in this report,
including without limitation, statements under the heading ITEM 2MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION, below, regarding our future
strategy, future operations, projected financial position, estimated future
revenues, projected costs, future prospects, the future of our industries and
results that might be obtained by pursuing management's current plans and
objectives are forward-looking statements.  Although we believe that
the expectations reflected in such forward-looking statements are reasonable, we
can give no assurance that such expectations will prove to have been correct.
You should not place undue reliance on our forward-looking statements because
the matters they describe are subject to known and unknown risks, uncertainties
and other unpredictable factors, many of which are beyond our control. Our
forward-looking statements are based on the information currently available to
us and speak only as of the date of the filing of this report, or, in the case
of forward-looking statements in documents incorporated by reference, as of the
date of the date of the filing of the document that includes the statement. New
risks and uncertainties arise from time to time, and it is impossible for us to
predict these matters or how they may affect us. Over time, our actual results,
performance or achievements will likely differ from the anticipated results,
performance or achievements that are expressed or implied by our forward-looking
statements, and such difference might be significant and materially adverse to
our security holders. We do not undertake and specifically decline any
obligation to update any forward-looking statements or to publicly announce the
results of any revisions to any statements to reflect new information or future
events or developments.  We have identified some
of the important factors that could cause future events to differ from our
current expectations and they include, but are not limited to, those items
discussed under the heading "ITEM 2MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
OF OPERATIONRisk Factors," below.  Please consider our
forward-looking statements in light of those risks as you read this
report.     IDEAEDGE, INC.Consolidated Balance Sheet (unaudited)June 30, 2008AssetsCurrent
assets:Cash and cash
equivalents
$
1,428,280Other current
assets

18,280Total current
assets

1,446,560Property and
equipment, net of accumulateddepreciation of
$2,268

8,099Intangible
assets

170,880Other
assets

5,688$
1,631,227Liabilities and Stockholders' EquityCurrent
liabilities:Accounts
payable and accrued liabilities
$
191,807Accrued
personnel compensation

65,072Other current
liabilities

13,584Total current
liabilities

270,463Commitments
and contingenciesStockholders
equity:Series A
convertible preferred stock; $0.001 par value; 10,000,000shares
authorized; 12,000 shares issued and outstanding

12Common stock;
$0.001 par value; 80,000,000 sharesauthorized;
38,849,914 shares issued and outstanding

38,850Additional
paid-in capital

6,955,906Accumulated
deficit

(5,634,004)Total
stockholders' equity

1,360,764$
1,631,227See
accompanying notes.  1    IDEAEDGE, INC.Consolidated Statements of Operations
(unaudited)Three months ended June 30, 2008

Nine months ended June 30, 2008

Inception (April 3, 2007) to June 30, 2007Sales
revenues
$
1,817
$
4,406
$
-Cost of
sales

16,049

43,617

-Gross
margin

(14,232)

(39,211)

-Operating
expenses:Selling and
marketing

82,519

682,392

34,648Loss
due to impairment of prepaid licensing agreement

-

1,445,717

-General and
administrative

653,445

1,636,355

100,309Total operating
expenses

735,964

3,764,464

134,957Loss from
operations

(750,196)

(3,803,675)

(134,957)Nonoperating
income (expense):Interest
expense

(8)

(46,365)

(5,701)Interest
income

2,179

2,179

-2,171

(44,186)

(5,701)Net loss

(748,025)

(3,847,861)

(140,658)Deemed
preferred stock dividend

1,200,000

1,200,000

-Net
loss attributable to common stockholders
$
(1,948,025)
$
(5,047,861)
$
(140,658)Basic
and diluted net loss per share attributable to commonstockholders
$
(0.05)
$
(0.14)
$
(0.01)Basic
and diluted weighted average common shares outstanding usedin
computing net loss attributableto
common stockholders

38,096,009

36,354,386

18,200,001See
accompanying notes.    2   IDEAEDGE, INC.Consolidated Statement of Cash Flows
(unaudited)Nine months ended June 30, 2008

Inception (April 3, 2007) to June 30, 2007Cash flows from
operating activities:Net loss
$
(3,847,861)
$
(140,658)Adjustments to
reconcile net loss to cash flowsfrom operating
activities:Depreciation
expense

2,213

-Stock-based
compensation

337,734

6,067Consulting
services rendered in exchange for common stock

582,634

-Loss due to
impairment and amortization of gift card inventory

180,300

-Loss due to
impairment and amortization of license agreement

1,445,717

-Accretion of
interest on licensing agreement payable

32,755

5,214Interest expense
forgiven upon repayment or conversion of notes payable
13,595

-Changes in
operating assets and liabilities:Prepaid
licensing agreement

-

(200,000)Other
assets

14,324

(5,052)Accounts payable
and accrued liabilities

165,418

15,393Accrued
interest

-

487Accrued
personnel compensation

54,076

-Other
liabilities

13,472

-Cash flows from
operating activities

(1,005,623)

(318,549)Cash flows from
investing activities:Purchases of
property and equipment

(8,388)

-Purchase of and
costs incurred in connection with intangible assets

(113,460)

-Cash flows from
investing activities

(121,848)

-Cash flows from
financing activities:Proceeds from
issuance of common stock

1,408,717

-Proceeds from
issuance of convertible preferred stock and warrants

1,142,921

-Proceeds from
issuance of notes payable

-

748,000Repayments of
bridge loans payable

(416,500)

-Payments to
affiliate for fund raising activities

(100,000)

-Cash flows from
financing activities

2,035,138

748,000Change in cash
and cash equivalents during period

907,667

429,451Cash and cash
equivalents, beginning of period

520,613

-Cash and cash
equivalents, end of period
$
1,428,280
$
429,451Noncash
investing and financing transactions:Common stock
issued in exchange for fund raising
$
168,338
$
-Common stock
issued in exchange for conversion of notes payable
$
666,000
$
-Common stock
issued in exchange for debt extinguishment, net of costs
$
55,125
$
-Deemed preferred
stock dividend
$
1,200,000
$
-Warrants issued
in connection with purchase of intellectual property
$
56,950
$
-Accrued interest
forgiven
$
43,495
$
-Forgiveness of
license agreement payable and write-off of prepaidlicense
agreement
$
835,856
$
-See
accompanying notes.  3   IdeaEdge, Inc. Notes to Consolidated Financial
Statements  1. Basis of Presentation IdeaEdge, Inc. (hereinafter referred to as we or the/our
Company) is a Colorado corporation.  Through our subsidiary incorporated
in the state of California, IdeaEdge, Inc. (IdeaEdge-CA), we develop and
market innovative gift card programs. We have prepared the accompanying unaudited consolidated financial
statements in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-QSB.  Accordingly, they do not include all of the
information and disclosures required by generally accepted accounting principles
for complete financial statements.  In the opinion of our management, all
adjustments (consisting of normal recurring accruals) considered necessary for
fair presentation have been included.  Operating results for the three and
nine months ended June 30, 2008 are not necessarily indicative of the results
that may be expected for the entire year. For further information, see our
consolidated financial statements and related disclosures thereto for the year
ended September 30, 2007 in our Annual Report on Form 10-KSB filed with the
Securities and Exchange Commission. Through October 16, 2007, the Company was named VOS International,
Inc. (VOS) and through its wholly-owned subsidiary VOS Systems, Inc. (VSI),
was a consumer electronics products company.  On September 6, 2007, the
Company entered into a Share Exchange Agreement (the Share Exchange Agreement)
with IdeaEdge-CA and certain of its shareholders (the IdeaEdge Acquisition).
 The closing of the Share Exchange Agreement occurred on October 16,
2007 (the Closing Date).  Pursuant to the terms of the Share Exchange
Agreement, the Company issued one of its shares of common stock to the
IdeaEdge-CA shareholders, in exchange for each share of stock of IdeaEdge-CA
issued and outstanding as of the Closing Date, and 2,220,000 shares of
Company common stock to the IdeaEdge-CA note holders, in exchange for $740,000
in promissory notes issued by IdeaEdge-CA as of the Closing Date.  A total
of 24,079,998 shares were issued in connection with the IdeaEdge Acquisition. Upon the closing of the Share Exchange Agreement, our Companys
former management and members of its Board of Directors resigned, and our
shareholders elected two new directors who were members of IdeaEdge-CAs Board
of Directors.  Also, in connection with the Share Exchange Agreement, our
Company entered into an agreement effective October 16, 2007 with Allan Ligi
(its former President) providing for the sale to Mr. Ligi of VSI, and the
assumption by Mr. Ligi of all the liabilities of our Company and VSI
through October 16, 2007.  In connection with the sale, we issued Mr. Ligi
5,680,383 shares of our common stock.  This sale represented our Companys
complete exit from its former businesses carried on prior to October 16,
2007. The IdeaEdge Acquisition was characterized as a reverse merger,
which is treated as a recapitalization for accounting purposes.
 Application of reverse merger accounting results in IdeaEdge-CA being
deemed to be the accounting acquirer and the continuing entity.  The
operations of our Company prior to October 16, 2007 are those of IdeaEdge-CA.
 The accumulated deficit of VOS through October 16, 2007 was offset against
its additional paid-in capital.  The stockholders equity of VOS is carried
forward as the stockholders equity of our Company from the date of the IdeaEdge
Acquisition and thereafter.  No goodwill was recognized in connection with
this recapitalization.  The accompanying financial statements include the
accounts of our Company and IdeaEdge-CA as of and through June 30, 2008.
 IdeaEdge-CAs operations commenced upon its corporate inception on April
3, 2007 and therefore prior year operations exist only from that date forward.
 All intercompany amounts have been eliminated in consolidation. Effective October 16, 2007, our Company underwent a 25-for-1
reverse split of its shares of stock and amended its Articles of Incorporation.
 Effective March 12, 2008, our Company underwent a 3-for-1 forward split of
its shares of stock.  The accompanying financial statements have been
retroactively adjusted to reflect such changes for the three and nine months
ended June 30, 2008.  Our Company emerged from the development stage during
the three months ended December 31, 2007. Our financial
statements have been prepared assuming that we will continue as a going concern.
  However, we have incurred net losses and have yet to establish
profitable operations.  These factors, among others, create a substantial
doubt about our ability to continue as a going concern.  We are dependent
upon sufficient future revenues, additional sales of our securities or obtaining
debt financing to meet our cash requirements.  Barring our generation of
revenues in excess of our costs and expenses or our obtaining additional funds
from equity or debt financing, we will not have sufficient cash to continue to
fund the operations of our Company through our June 30, 2009. In response to our
Companys cash needs, we instituted substantial reductions of spending including
the reduction and deferral of a significant portion of our Companys employee
compensation.  During the three months ended June 30, 2008, we raised
additional equity funding totaling $1,517,921 (net of expenses) consisting of
the following: · Sale of 225,000 shares
of restricted common stock for net proceeds totaling $75,000; · Sale of 12,000 shares
of unregistered convertible preferred shares and warrants to purchase common
stock for net proceeds totaling $1,142,921; and · Sale of 500,000 shares
of restricted common stock for net proceeds totaling $300,000. Longer term, we are
attempting to raise additional equity financing through the sale of unregistered
shares of our Companys preferred and/or common stock in order to finance our
future investing and operating cash flow needs.  However, there can be no
assurance as to whether, when, or upon what terms we will be able to consummate
any such financing.  2. Summary of Significant Accounting Policies  Basis of Presentation  Our financial statements have been prepared
in accordance with generally accepted accounting principles in the United States
of America.  Use of Estimates  The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of
America requires our management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period.  Actual
results could differ from those estimates.  Revenue Recognition  Revenue is recognized on the accrual basis
of accounting when earned.  In connection with our business of issuing gift
cards to purchase branded merchandise, we are responsible for providing
merchandise to customers who purchase our gift cards.  Accordingly, we
recognize revenue at the time that the gift cards have been redeemed by
customers in exchange for goods from our online Website, the product has been
shipped, the selling price is fixed, collection is reasonably assured and when
both title and risk of loss transfer to the customer, provided no significant
obligations remain.  Cash received in connection with unredeemed gift cards
sold is recorded as deferred revenue until such time as the corresponding gift
cards are redeemed for merchandise.  Sales revenues include sales taxes
collected from the customer.  The SEC's Staff Accounting Bulletin (SAB)
No. 104, Revenue Recognition, provides guidance on the application of
generally accepted accounting principles to selected revenue recognition issues.
 We believe that our revenue recognition policy is appropriate and in
accordance with generally accepted accounting principles and SAB No. 104.  Gift Cards  The Company purchased the American Idolgift cards in large volumes and issued them to retail outlets for sale to
customers who subsequently redeemed them online in exchange for merchandise.
 The cards have no value until the customer purchases them and they are
activated.  We capitalized the cost of gift cards purchased and amortized
their cost on a straight-line basis over the expected time they were available
for sale.  Included in selling and marketing expense for the three and nine
months ended June 30, 2008 were charges totaling $400 and $292,645,
respectively, in connection with the related expenses, amortization and
recognition of impairment of previously purchased gift cards.  Inventory  Inventory is stated at cost (first-in,
first-out) and consists of merchandise purchased for customer redemptions from
our Website.  We periodically reserve for inventory that we believe is
obsolete or at a carrying value above its net realizable value.  At June
30, 2008, reserves for excess and obsolete inventory totaled $13,037,
representing the entire remaining cost of inventory on hand.  Property and Equipment  Property and equipment are recorded at cost
and depreciated using the straight-line method over the estimated useful lives
of the assets.  Costs incurred for maintenance and repairs are expensed as
incurred and expenditures for major replacements and improvements are
capitalized and depreciated over their estimated remaining useful lives.  Valuation of Long-Lived
Assets  We account for long-lived assets in
accordance with Statement of Financial Accounting Standards (SFAS)
No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets (SFAS No. 144).  The scope of SFAS No. 144 includes
long-lived assets, or groups of assets, to be held and used as well as those
which are to be disposed of by sale or by other method. SFAS No. 144
requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets
carrying amount. If such assets are considered to be impaired, the impairment to
be recognized is measured by the amount by which the carrying amounts of the
assets exceed the estimated fair value of the assets.  We perform periodic
reviews of the carrying value of our long-lived assets to be held and used,
including certain identifiable intangible assets, on an annual basis during our
fiscal fourth quarter or whenever evidence comes to our attention that such
impairment might have occurred.  Income Tax Expense Estimates and
Policies  As part of the income tax provision process
of preparing our financial statements, we are required to estimate our Companys
provision for income taxes.  This process involves estimating our current
tax liabilities together with assessing temporary differences resulting from
differing treatments of items for tax and accounting purposes.  These
differences result in deferred tax assets and liabilities.  Management then
assesses the likelihood that our deferred tax assets will be recovered from
future taxable income and to the extent believed that recovery is not likely, a
valuation allowance is established.  Further, to the extent a valuation
allowance is established and changes occur to this allowance in a financial
accounting period, such changes are recognized in our tax provision in our
consolidated statement of operations.  We use our judgment in making
estimates to determine our provision for income taxes, deferred tax assets and
liabilities and any valuation allowance is recorded against our net deferred tax
assets.  There are various factors that may cause
these tax assumptions to change in the near term, and we may have to record a
future valuation allowance against our deferred tax assets.  We recognize
the benefit of an uncertain tax position taken or expected to be taken on our
income tax returns if it is more likely than not that such tax position will
be sustained based on its technical merits.  Stock Based Compensation  We account for stock based compensation
arrangements in accordance with the provisions of Statement of Financial
Accounting Standards No. 123R (SFAS 123R) Share-Based Payment,
which requires the measurement and recognition of compensation expense for all
share-based payment awards to employees and directors based on estimated fair
values.  We use the Black-Scholes option valuation model to estimate the
fair value of our stock options at the date of grant.  The Black-Scholes
option valuation model requires the input of subjective assumptions to calculate
the value of stock options.  We use historical and comparable company data
among other information to estimate the expected price volatility, the expected
option life and the expected forfeiture rate.  Net Loss per Share  We calculate basic earnings per share
(EPS) by dividing our net loss by the weighted average number of common shares
outstanding for the period, without considering common stock equivalents.
 Diluted EPS is computed by dividing net income or net loss by the weighted
average number of common shares outstanding for the period and the weighted
average number of dilutive common stock equivalents, such as options and
warrants.  Options and warrants are only included in the calculation of
diluted EPS when their effect is dilutive.  Financial Instruments  Our financial instruments are cash and cash
equivalents, accounts receivable, accounts payable and notes payable. The
recorded values of cash and cash equivalents, accounts receivable, and accounts
payable approximate their fair values based on their short-term nature.  Advertising  We expense advertising costs as incurred.
 We have no existing arrangements under which we provide or receive
advertising services from others for any consideration other than cash.  Litigation  From time to time, we may become involved
in disputes, litigation and other legal actions.  We estimate the range of
liability related to pending litigation where the amount and range of loss can
be estimated.  We record our best estimate of a loss when the loss is
considered probable.  Where a liability is probable and there is a range of
estimated loss with no best estimate in the range, we record a charge equal to
at least the minimum estimated liability for a loss contingency when both of the
following conditions are met: (i) information available prior to issuance of the
financial statements indicates that it is probable that an asset had been
impaired or a liability had been incurred at the date of the financial
statements and (ii) the range of loss can be reasonably estimated.  3. Sales of Preferred Stock and Warrants On June 5, 2008, we
entered into a subscription agreement (the Subscription Agreement) with four
accredited investors pursuant to which we issued 12,000 shares of our Series A
Cumulative Convertible Preferred Stock (the Series A Stock) and warrants to
purchase an additional 1,818,182 shares of our common stock at an exercise price
of $0.50 per share, in exchange for gross proceeds totaling $1,200,000
($1,142,921 net of cash issuance costs). The following
summarizes the terms of the preferred stock we issued: Face Value:  Each share of Series A Stock has a
face value of $100 per share. Voluntary Conversion:  Each share of Series A
Stock is convertible at the election of the holders at any time into
approximately 303 shares of our common stock, subject to increase under the
anti-dilution provisions under the Certificate of Designation and the
Subscription Agreement upon the occurrence of events as defined therein. Dividends:  Except in the event of default under
the terms of the Subscription Agreement, the Series A Stock pays no dividends.
 In the event of an uncured default by the Company, the Series A Stock pays
dividends of 12% per annum during the period the Company is in default as
described under the Certificate of Designation. Redemption:  The Series A Stock is not required
to be redeemed by the Company. Liquidation Rights:  Upon the occurrence of a
liquidation event (as defined in the Certificate of Designation), the holders of
Series A Stock will be repaid their full face value and cumulative accrued
dividends prior to the receipt of any other class of preferred or common
stock. Forced Conversion:  We have the right to force
conversion of each share of Series A Stock into approximately 303 shares of
common stock at any time after December 12, 2008, provided our common stock has
maintained a closing price of $1.00 per share for three consecutive trading days
prior to conversion. Voting Rights: Generally, our Series A Stock has no voting
rights. Covenants: The Subscription Agreement imposes certain
covenants on us, including restrictions against incurring additional
indebtedness, issuing any additional equity except certain permitted issuances,
creating any liens on our property, amending our certificate of incorporation or
bylaws in a manner which may adversely affect the Series A Stock holders,
redeeming or paying dividends on shares of our outstanding common stock, and
entering into certain related party transactions. Warrants:The warrants issued in connection with the
sale of Series A Preferred Stock are 66 month warrants to purchase shares of our
common stock at a price of $0.50 per share, subject to adjustment, including
full-ratchet anti-dilution protection. Reset Provision:The Subscription Agreement also
contains a favored nations provision which provides that, other than in
connection with the certain excepted issuances, until the sooner to occur of (i)
thirty (30) months after the closing date, or (ii) until the Series A Stock is
no longer outstanding, if the Company shall agree to or issue any common stock
or securities convertible into or exercisable into common stock at a price per
share or conversion or exercise price per share which is less than the
conversion price for the Series A Stock or warrant exercise price in effect at
such time, without the consent of each Series A Stock subscriber, then the
Company must issue to each subscriber for each such occasion, additional shares
of common stock so that the average per share price of the shares to be received
upon conversion of the Series A Stock and warrants then owned by each subscriber
is equal to such other lower price per share and the conversion price and
warrant exercise price shall automatically be reduced to such other lower
price. The preferred stock
is convertible into common stock at an effective price of $0.33 per share, while
the warrants to purchase common stock have an exercise price of $0.50 per share.
 On the date of the completion of the Subscription Agreement, our common
stocks prior days closing price was $1.11 per share.  Accordingly, we
determined that both the preferred stock and warrants have a beneficial
conversion feature.  We calculated the value of the beneficial conversion
features of the preferred stock and warrants to be in excess of the gross cash
proceeds paid of $1,200,000. Given that the preferred shares and warrants are
immediately convertible and exercisable, we recorded a deemed dividend to
preferred shareholders of $1,200,000 on the date of the completion of the
Subscription Agreement. 4. Cash Sales of Restricted Common Stock During the nine
months ended June 30, 2008, we made the following cash sales of our restricted
common stock: · From October 2007
through January 2008, we sold a total of 644,783 shares of restricted common
stock for net proceeds totaling $958,717; · In March and April
2008, we sold a total of 450,000 shares of restricted common stock for net
proceeds totaling $150,000; · In June 2008, we sold
500,000 shares of restricted common stock for net proceeds totaling
$300,000.  5. Finder Agreement and Agreement for Investor Relations
Services In May 2007, we
entered into a nonexclusive Finder Agreement (Finder Agreement) with RBW, Inc.
(RBW) under which RBW or its designees are paid a finders fee of 10% of all
funds raised by it on our Companys behalf.  We incurred costs of $303,338
under this arrangement through March 31, 2008 ($135,000 of which was paid in
cash), which were offset against the proceeds of capital raised.  In
February 2008, RBW and its designees converted the remaining outstanding balance
owed to them by our Company of $168,338 into 336,675 shares of our common stock
at the rate of $0.50 per share.  On August 12, 2008, we entered into a new
Finder Agreement (effective June 1, 2008) with SPN Investments, Inc. (SPN), a
company owned by the same individual who owns RBW.  The new Finder
Agreement with SPN contains similar terms as those found in the previous
agreement with RBW, with an additional incentive for SPN to raise capital for
our Company.  Two of our founding shareholders (the Founders) agreed to
issue SPN up to 500,000 restricted common shares from their personal stock
holdings.  SPN will receive one share of common stock from the Founders for
each $10 of gross proceeds raised from sales of our Companys preferred or
common stock, up to a maximum of $5,000,000.  During the three months ended June 30,
2008, we raised additional equity funding with net proceeds totaling $1,517,921.
 In accordance with the new Finder Agreement, we issued an additional
384,242 shares of our restricted common stock in payment of commissions on the
funds raised (no cash was paid in connection with the funds raised).
 Payments of stock under the new Finder Agreement have been accounted for
as a cost of capital raised and have been offset against capital raised under
the agreement.  In connection with the additional incentive under the new
Finder Agreement, SPN earned 150,000 shares of common stock (to be paid from the
personal holdings of the Founders) from $1,500,000 in gross proceeds raised from
June 1, 2008 through June 30, 2008, the costs of which were offset against the
proceeds received under the capital raise.  SPN and our Company entered into a
Consulting Agreement dated November 14, 2007 pursuant to which SPN provides
investor relations and management consulting services to our Company through
November 2008 in exchange for the issuance of 825,000 shares of our Companys
common stock.  The sole shareholder of SPN is also the sole shareholder of
RBW.  In connection with this arrangement, we will recognize a total of
$924,000 of noncash consulting expense through November 2008, based on the
closing price for our common stock of $1.12 on the date of the Consulting
Agreement.  We have recognized consulting expense under the agreement of
$231,000 and $582,634 for the three and nine months ended June 30, 2008,
respectively, and future amounts remaining to be recognized as of June 30, 2008
total $341,366.  6. Prepaid licensing agreement and licensing agreement
payable On May 16,
2007, we entered into an agreement with FremantleMedia North America, Inc.
(FremantleMedia) for an exclusive license right to American
IdolTM branded prepaid gift cards for redemption of American
IdolTM merchandise through a Licensor-approved website. The term
of this agreement commenced on June 1, 2007 and will end on May 31,
2011 (as amended).  $1,500,000 of advances was paid through June 30, 2008.
 The advance payments are non-refundable and non-returnable but may be
applied against any future royalties.  Future fixed amounts due in 2010
under the original agreement with FremantleMedia totaled $1,000,000.  The prepaid licensing agreement and
resulting licensing agreement payable were recorded at the present value of
payments due throughout the life of the agreement, discounted at an 8% rate.
 The remaining liability corresponding to the remaining payments due in
2010 had a remaining balance of $835,856 as of March 31, 2008.  Interest
accreted on the liability and charged to operations totaled $32,755 for the nine
months ended June 30, 2008.  Subsequent to March 31, 2008, we entered into
a modification of the agreement under which future amounts due under the license
agreement in 2010 totaling $1,000,000 were waived in exchange for our forfeiture
of certain rights of exclusivity under the agreement.  Accordingly, we
recognized the modification of the agreement by writing off the amounts recorded
under licensing agreement payable totaling $835,856, with an offset to the
remaining value of the prepaid licensing agreement of an equivalent amount. The initial asset
in connection with the prepaid licensing agreement was recorded at a value of
$2,282,043 and was to be charged to operations as gift cards are purchased by
consumers and liabilities for royalties are incurred.  For the three months
ended March 31, 2008, consumer purchases of American IdolTM
branded gift cards were below a level that would result in more than an
immaterial recovery of our Companys prepayments of advances to date.
 Accordingly, our management evaluated whether the asset represented by the
prepaid licensing agreement was impaired.  Our evaluation was based on our
best estimates of amounts to be due to the licensor for future royalties,
compared with the remaining term of the licensing agreement.  Based on our
evaluation, we determined that this asset was impaired because we could not
support a value for the prepaid license in excess of the remaining liability for
future payments on the royalty agreement.  This resulted in a charge to
operations totaling $1,445,717 recorded during the three months ended March 31,
2008, and represented the difference between the estimated net realizable value
of the prepayments made in connection with the license agreement and the
corresponding liability under the licensing agreement as of March 31, 2008.  7. Intangible assets On March 21, 2008,
we entered into an agreement with an individual to purchase technology rights
under a patent application filed by the individual.  In exchange for the
assignment of the patent application, we paid the individual $100,000 in cash
and issued warrants to purchase up to 100,000 shares of our common stock for
$0.71 per share.  The warrants have certain limitations as to the timing of
their exercise and expire on December 31, 2013.  We valued the warrants
using the Black-Scholes-Merton option pricing formula and using assumptions for
our stocks volatility, warrant term and risk free interest rate of 37.96%, 5.75
years and 1.99%, determined their value to be $56,950 on the date of the
agreement.  Our intangible assets have a total value of $170,880 at June
30, 2008 and include legal fees incurred in connection with our purchased patent
and another patent application.  We will amortize the cost of patents over
their estimated useful life, commencing on the date the related patents are
granted. 8. Stock-based compensation and equity incentive
plans On October 16,
2007, our stockholders approved the adoption of our IdeaEdge, Inc. 2007 Equity
Incentive Plan (the Plan).  The Plan provides for granting of stock-based
awards including: incentive stock options, non-statutory stock options, stock
bonuses and rights to acquire restricted stock.  Intended Plan participants
include employees, directors and consultants of our Company.  The total
number of shares of common stock that may be issued pursuant to stock awards
under the Plan (as subsequently amended) shall not exceed in the aggregate,
3,500,000 shares of common stock of our Company. Through June 30, 2008, we granted a total
of 3,320,000 incentive and nonqualified stock options to two employees and three
advisors under the Plan.  For purposes of accounting for stock-based
compensation, the fair value of each option award is estimated on the date of
grant using the Black-Scholes-Merton option pricing formula.  During the
three and nine months ended June 30, 2008, we recognized stock-based
compensation expense totaling $198,620 and $337,734, respectively.
  As of June 30, 2008, $1,364,616 of total unrecognized compensation
expense related to unvested stock-based compensation is expected to be
recognized over a weighted average total period of 3.24 years.  The
weighted average exercise price of stock options granted through June 30, 2008
was $0.83 per share.  9. Notes payable On September 30,
2007, we had $740,000 outstanding in convertible notes payable to investors.
 The notes bore interest at 12% per annum and in connection with the
IdeaEdge Acquisition on October 16, 2007, were converted by their holders into
our common stock at the rate of one share per each dollar of principal
outstanding on the notes.  Accrued interest totaling $26,519 was forgiven
by the note holders and added to additional paid-in capital upon the conversion
of the notes.  Interest expense through October 16, 2007 in connection with
these notes totaling $4,378, was recognized during the nine months ended June
30, 2008.  10. Bridge loans payable In August 2007, we
borrowed $577,750 from related parties to fund our operations.  Of these
borrowings, $100,000 was repaid in September 2007, $255,000 was repaid in
October 2007 and $61,250 was converted into common stock at the rate of $0.50
per share in December 2007 (net proceeds of $55,125 after fund raising costs).
 The remaining balance totaling $161,500 was repaid in February 2008.
 Interest in connection with these bridge loans totaling $16,976 was
forgiven by the notes holders and added to additional paid-in capital upon the
conversion of the notes.  11. Transactions with related parties In October 2007, we
purchased marketing data with a total cost of $12,000 from a company which
formerly employed our Chief Executive Officer and our Vice President of Business
Development.  12. Income taxes We have recorded a
valuation allowance against our entire deferred tax asset balance due to our
lack of a history of earnings, the limitations on the use of our net operating
loss carryforwards (NOL) as a result of the IdeaEdge acquisition and the
future expiration of the NOL.  These factors give rise to substantial
uncertainty as to whether our net deferred tax assets will be realized.  As
a result of these provisions, our utilization of the NOL will likely be severely
limited and a substantial portion of the NOL may expire unused.  13. Commitments and contingencies The Company signed
a lease agreement for office space through June 30, 2009.  Rent
expense totaled $8,110 and $22,714 for the three and nine months ended June 30,
2008, respectively.  The lease (as modified) calls for minimum monthly
rentals of $2,758 from July 1, 2008 to June 30, 2009, for a total
future commitment as of June 30, 2008 of $33,096.  As noted above, our Company entered into an
agreement effective October 16, 2007 with its former President that provided for
his assumption of all the liabilities of our Company and VSI through October 16,
2007.  Through the date of this report, no one has asserted any liabilities
of either VSI or the Company prior to October 17, 2007.  Should the
Companys former President fail to honor his obligations under the agreement, we
could ultimately be responsible for these liabilities.   4


Item 2  Managements Discussion and Analysis of
Financial Condition and Results of Operations  The following
discussion and analysis is intended as a review of significant factors affecting
our financial condition and results of operations for the periods indicated.
 The discussion should be read in conjunction with our consolidated
financial statements and the notes presented herein.  In addition to
historical information, the following Management's Discussion and Analysis of
Financial Condition and Results of Operations contains forward-looking
statements that involve risks and uncertainties. Our actual results could differ
significantly from those anticipated in these forward-looking statements as a
result of certain factors discussed in this Quarterly Report and our other
periodic reports filed with the Securities and Exchange Commission.  Overview and
Financial Condition Our business, commencing with our October 16, 2007 acquisition of
IdeaEdge-CA, is centered on the development, marketing and sale of innovative
gift card programs.  As described above, our Companys operations which
existed prior to October 16, 2007, as conducted by VSI, were sold to our former
Chief Executive Officer.  Accordingly, the Companys financial condition
and results of operations as they existed prior to the acquisition of
IdeaEdge-CA and sale of VSI, are of limited value in understanding the future
prospects and financial position of our Company.  We have accounted for the
past operations of our Company in our accompanying financial statements in
accordance with the presentation guidance appropriate to a reverse merger, which
is to say that the operations prior to October 16, 2007 reflected in our
financial statements are those of IdeaEdge-CA.  IdeaEdge-CAs operations
commenced upon its corporate inception on April 3, 2007 and therefore prior year
operations included herein exist only for the period from April 3, 2007 to June
30, 2007. Results of
Operations Sales
revenues Sales revenues for the
three and six months ended June 30, 2008 totaled $1,817 and $4,406, respectively
(no sales revenues for the period April 3, 2007 (inception) to June 30, 2007).
 Prior to the commencement of sales revenues, our company was focused
primarily on the securing of retail outlets, establishing an online site at
which cardholders redeem their gift cards purchased for products and pursuing
additional entertainment brands for future gift card programs.  With sales
significantly below our managements expectations, our management decided to
shift its strategic focus away from being a card issuer and provider of online
licensed merchandise toward providing online platforms to market and sell both
open and closed loop gift cards provided by other issuers.  Our recently introduced
Social Network Enabled Group Gifting(SNEGG) business will be targeted
at enabling individual and group gifting using popular online social networks
such as Facebook and MySpace.  Online social networks have built-in
features that facilitate group interaction through multiple communication tools.
 We intend for our SNEGG platform to be used to enhance applications that
run in the Facebook and MySpace environment, and enable a new class of
electronic commerce transactions.  SNEGG enabled social network
applications will be designed to allow friends on a common social network to
give each other what are termed social strokes through small contributions to
a selected gift card.  With SNEGG, we hope to combine the complementary
features of online activities with the platform we are building in order to sell
significant quantities of gift cards in new and innovative ways.  We have
not however recognized any revenues to date under SNEGG and there can be no
assurance that SNEGG will turn out to be a successful new focus for us or that
it will generate sufficient revenues with adequate margins to fund our
operations over future periods.  We have taken
significant steps towards repositioning our business toward SNEGG including: · Securing intellectual
property in the form of a patent application dating back to 2001 covering the
group gift card concept; · Filing a new
provisional patent targeted at integrating the group gifting process into social
network environments; · Building software
solutions to manage transactions among gift card providers and sources of
payment; · Programming front-end
applications that will be incorporated as both stand-alone websites and as
applications within social networking environments for product distribution; · Negotiating agreements
to enable group gift giving and distribution for popular closed-loop gift card
merchants; and · Building an open-loop
debit card program to incorporate within the platform.  We still maintain our
license to sell American IdolTM gift cards and are evaluating
potential ways to exploit this license without substantially diverting our
managements focus from the SNEGG program.  Such steps may include
discussions with other American IdolTM brand licensees to
cooperate on joint promotions for future seasons, as well as other attempts to
repackage the gift card in order to increase consumer acceptance.  The
performance to date of the American IdolTM license prompted
management to record the impairment charges noted below.  There were no sales
revenues during the period from April 3, 2007 to June 30, 2007 as we were still
in the development stage with respect to our American IdolTM
gift card business in IdeaEdge-CA.  Cost of
Sales Cost of sales for the
three and nine months ended June 30, 2008 was $16,049 and $43,617, respectively
(no cost of sales for the period April 3, 2007 (inception) to June 30, 2007).
 Included in costs of sales for both periods were charges for the
write-down of excess inventory totaling $1,916 and $13,037 for the three and
nine months ended June 30, 2008.  We also recorded a charge for inventory
purchased on our behalf for which we will become liable in the future totaling
$4,524 for the nine months ended June 30, 2008.  Our gross margins for both
periods in 2008 were negative and totaled $(14,232) and $(39,211), respectively
(none in 2007).  Due to the low volume of sales during the period, we did
not cover the basic costs in connection with the maintenance of fulfillment
capabilities required to allow for the redemption of the American
IdolTM gift card.  Given our failure to reach a basic level
of sales revenues to cover these costs, we will likely not be able to generate a
positive gross margin on the American IdolTM program unless we
are successful in exploiting the license as described above.  Should we be
unsuccessful in reaching a level of revenues and positive gross margin from the
program in the future, we will take steps to shut down the program and avoid its
future related costs which include maintaining online and logistic fulfillment
capabilities.  Operating
Expenses Selling and marketing
expenses for the three and nine months ended June 30, 2008 totaled $82,519 and
$682,392, respectively, while totaling $34,648 for the period April 3, 2007
(inception) to June 30, 2007.  Included in these expenses for the three and
nine months ended June 30, 2008, respectively, were employee compensation and
related expenses of $45,122 and $136,348 (including deferred amounts totaling
$7,197 and $14,393), payments to consultants for business development, marketing
and merchandising services totaling $20,950 and $70,150, marketing and creative
services of $27,747 for the nine months ended June 30, 2008, noncash stock-based
compensation expenses totaling $12,964 and $25,520, web development and
maintenance expenses totaling $82,132 for the nine months ended June 30, 2008 in
connection with our gift card redemption and corporate websites, retail
placement fees of $20,551 for the nine months ended June 30, 2008, and
amortization and recognition of impairments of $284,745 for the nine months
ended June 30, 2008, to expense previously purchased gift cards.  Expenses
incurred in 2007 represented amounts incurred to market the not then as yet
launched American IdolTM gift card program.  We recorded a loss due to impairment of our prepaid license
agreement with FremantleMedia totaling $1,445,717 for the nine months ended June
30, 2008.  We recorded this charge because we made a determination during
the three months ended March 31, 2008 that consumer purchases of American
IdolTM branded gift cards were below a level that would result in
more than an immaterial recovery of our Companys prepayments of advances to
date. General and
administrative expenses for the three and nine months ended June 30, 2008
totaled $653,445 and $1,636,355, respectively, while totaling $100,309 for the
period April 3, 2007 (inception) to June 30, 2007.  Included in these
expenses for the three and nine months ended June 30, 2008, respectively, were
employee compensation and related charges of $157,141 and $469,812 (including
deferred amounts of $25,340 and $50,679), noncash stock-based compensation of
$185,656 and $312,214, noncash charges in connection with the grant of common
stock to SPN for investor relations services totaling $231,000 and $582,634,
legal fees of $5,981 and $52,736, outside consulting of $21,215 (all incurred
during the three months ended December 31, 2007) and facility related expenses
of $8,677 and $24,293.  Expenses incurred in 2007 represented amounts
incurred during the establishment of our company.  Operating expenses for
the three and nine months ended June 30, 2008 totaled $735,964 and $3,764,464
($134,957 for the period April 3, 2007 (inception) to June 30, 2007).
 Noncash charges for stock-based compensation, investor relations services,
depreciation and losses from the recognition of impairment of gift card
inventories and the American IdolTM license agreement included
in these amounts for the nine months ended June 30, 2008 totaled $2,548,598
($6,067 in 2007).  Operating expenses net of noncash charges totaled
$304,480 and $1,215,396, respectively ($128,890 in 2007).  Interest
Expense For the three and nine
months ended June 30, 2008, interest expense totaled $8 and $46,365,
respectively ($5,701 for the period April 3, 2007 (inception) to June 30, 2007).
 Only $15 of the interest expense recorded ultimately required the payment
of cash.  Charges for the accretion of interest expense on the licensing
agreement payable totaled $32,762 for the nine months ended June 30, 2008, while
the remaining balance of interest expense totaling $13,595 for the nine months
ended June 30, 2008 was later forgiven by the holders of notes payable and added
to additional paid-in capital at the time the notes were repaid or converted
into shares of our common stock.  All of the interest expense recorded in
2007 related to notes payable, all of which was subsequently forgiven and added
to additional paid in capital in October 2007.  Interest income of $2,179
for the three and nine months ended June 30, 2007 arose from excess cash on
deposit.  The cash resulted from our sale of shares of preferred and common
stock during June 2008.  Net Loss and Net
Loss per Share For the three and nine
months ended June 30, 2008, our net loss totaled $748,025 and $3,847,861,
respectively ($140,658 for the period April 3, 2007 (Inception) to June 30,
2007).  Noncash charges for operating and non-operating expenses noted
above and included in our net loss totaled $2,594,948 for the nine months ended
June 30, 2008 ($11,768 in 2007).  Our basic and diluted net loss per share
of $0.05 and $0.14 for the three and nine months ended June 30, 2008 ($0.01 in
2007) were identical due to the anti-dilutive effects of common stock
equivalents during all the periods represented.  As a result of our deemed
preferred stock dividend of $1,200,000 in June 2008, our net loss attributable
to common stockholders was further increased by this amount in both the three
and nine months ended June 30, 2008 to $1,948,025 and $5,047,861, respectively.
 Our deemed preferred stock dividend arose as a result of our sale of
convertible preferred stock and warrants in June 2008 which carried a beneficial
conversion feature.  Liquidity and Capital Resources  We have primarily
financed our operations to date through the sale of unregistered equity and
prior to our reverse merger in October 2007 with the issuance of notes payable
converted into shares of our common stock.  At June 30, 2008, our total
assets were $1,631,227 (including intangible assets for intellectual property
totaling $170,880), working capital was $1,176,097, total liabilities were
$270,463 and our stockholders equity totaled $1,360,764.  Our cash and
cash equivalents balance at June 30, 2008 totaled $1,428,280.  The
substantial improvement in our financial position from the previous amounts
reported at March 31, 2008, resulted from the sale of unregister preferred and
common stock and warrants to purchase common stock that resulted in additional
net cash proceeds totaling $1,517,921, along with significant reductions of cash
expenses during the three months ended June 30, 2008 compared to prior periods.  Our total liabilities at
June 30, 2008 included $65,072 in salary deferrals from our employees.
 During the three months ended June 30, 2008, we recorded the results of
our recently negotiated amendment to the American IdolTM
license agreement.  One of the terms of the amendment included the waiving
by FremantleMedia of two previously required payments of $500,000 in 2010.
 Amounts in connection with the licensing agreement payable totaling
$835,856 at March 31, 2008 were written off against the equivalent amount
remaining capitalized as an asset under the prepaid licensing agreement at the
same date.  Of the $191,807 recorded as accounts payable at June 30, 2008,
a total of $150,000 was due to two vendors.  In July 2008, we made payments
against these amounts owing totaling $100,000.  Plan of Operations  In March 2008, we
purchased the rights to a patent application dating back to 2001 covering group
gift cards and eCards.  Going forward, we intend to continue to develop the
SNEGG platform that we hope will integrate the popular gift card market with the
fast-growing phenomenon of online social networks.  We plan to launch our
SNEGG platform during the first quarter of fiscal year 2009.  We continue to be
dependent upon future revenues, additional sales of our equity securities or
obtaining debt financing to meet our cash requirements.  Barring our
raising additional capital, we estimate we do not have sufficient cash as of the
date of this Quarterly Report to fund the operations of the Company beyond
twelve months from the date of this report.  In response to our Companys
cash needs, we instituted substantial reductions of spending including the
reduction and deferral of a significant portion of our Companys employee
compensation.  During the three months ended June 30, 2008, we raised
additional equity funding totaling $1,716,541 (net of expenses) consisting of
the following: · Sale of
225,000 shares of restricted common stock for net proceeds totaling $75,000; · Sale of
12,000 shares of unregistered convertible preferred shares and warrants to
purchase common stock for net proceeds totaling $1,142,921; and · Sale of
500,000 shares of restricted common stock for net proceeds totaling
$300,000. Longer term, we are attempting to raise additional equity
financing through the sale of unregistered shares of our Companys preferred
and/or common stock in order to finance our future investing and operating cash
flow needs.  However, there can be no assurance as to whether, when, or
upon what terms we will be able to consummate any such financing.  As of June 30, 2008, we
have written off all costs capitalized in connection with gift cards purchased
and reserved the remaining value of our inventory on hand.  We do not expect to
purchase any significant property or equipment, or to have any significant
change in the number of our employees for the next twelve months.  We
expect however to incur significant costs in building, launching and marketing
the SNEGG platform between June 30, 2008 and our expected launch in the first
quarter of fiscal year 2009.  Going Concern  As noted above, there exists an uncertainty about our ability to
continue as a going concern beyond one year from the date of this quarterly
report.  This uncertainty may adversely affect our relationship with
customers and suppliers and have an adverse effect on our ability to obtain
future debt or equity financing to maintain our operations. Critical Accounting Policies  Managements discussion and analysis of our financial condition
and results of operations are based upon our consolidated financial statements
which are prepared in accordance with accounting principles that are generally
accepted in the United States.  The preparation of these financial
statements requires us to make estimates and judgments that affect the reported
amounts of assets and liabilities, related disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of
revenues and expenses during the reporting period.  We continually evaluate
our estimates and judgments and we base our estimates and judgments on
historical experience and other factors that we believe to be reasonable under
the circumstances.  Materially different results can occur as circumstances
change and additional information becomes known.  RISK
FACTORS Investment in our
common stock involves a high degree of risk. You should carefully consider the
risks described below together with all of the other information included in
this quarterly report before making an investment decision. If any of the
following risks actually occur, our business, financial condition or results of
operations could suffer. In that case, the market price of our common stock
could decline, and you may lose all or part of your investment.  Risks Related to Our Business  We have a very limited operating
history.We completed our acquisition of IdeaEdge-CA on October
16, 2007.  IdeaEdge-CA was formed in April 2007 to pursue opportunities in
the gift card industry.  We do not currently have significant operating
revenues and have a very limited operating history.  We do not have any
historical financial data upon which to base planned operations.  Because
we have no operating history, our historical financial information is not a
reliable indicator of future performance. Therefore, it is difficult to evaluate
the business and prospects of our Company.  Failure to correctly evaluate
our Companys prospects could result in an investors loss of a significant
portion or all of his investment in our Company.  Our failure to obtain additional
adequate financing would materially and adversely affect our business.We do not currently have sufficient revenues and gross margin to cover our
operating expenses and have never been profitable. We cannot be certain that our
Company will ever generate sufficient revenues and gross margin to achieve
profitability.  Furthermore, we project that our current cash on hand and
commitments for additional investment will not be sufficient to maintain our
Companys operations for one year from the date of this report.  Our
failure to significantly increase revenues or to raise additional adequate and
necessary financing would seriously harm our business and operating results.
 We expect to incur significant costs in building, launching and marketing
the SNEGG platform between June 30, 2008 and our expected launch in the autumn
of 2008.  If we fail to achieve sufficient revenues and gross margin, or
our revenues grow more slowly than anticipated, or if our operating or capital
expenses increase more than is expected or cannot be reduced in the event of
lower revenues, our business will be materially and adversely affected and an
investor could suffer the loss of a significant portion or all of his investment
in our Company.  We face competition from others.We will face competition from other providers of gift cards and gift
card services. Many of these providers have longer operating histories, greater
name recognition and substantially greater financial, technical and marketing
resources than us.  Many of these providers also have more extensive
customer bases, broader customer relationships and broader industry alliances
than us, including relationships with many of our potential customers.
 Increased competition from any of these sources could result in our
failure to achieve and maintain an adequate level of customers and market share
to support the cost of our operations.  We rely on third-party suppliers and
distributors.  We will be dependent on other companies to provide
necessary products and services in connection with key elements of our business.
 Any interruption in our ability to obtain these services, or comparable
quality replacements would severely harm our business and results of operations.
 Our business model includes our plan to incorporate our SNEGG platform
within existing social networks.  We will be dependent on these social
networks to allow our applications for the SNEGG platform to run within their
proprietary Internet websites.  Permission for our applications to run on
social networks is revocable at any time at the discretion of the social
networks.  Should such social networks for any reason deny our applications
access to their networks, this would substantially harm our business and results
of operations and an investor could suffer the loss of a significant portion or
all of his investment in our Company.  Our ability to protect our
intellectual property and proprietary technology through patents and other means
is uncertain.Our future success will depend significantly on our
ability to protect our proprietary rights to the intellectual property upon
which our products and services will be based. Our pending U.S. patent
application, which includes claims to material aspects of our products and
services that are not currently protected by issued patents, may not issue as
patents in a form that will be advantageous to us. Any patents we have obtained
or do obtain may be challenged by re-examination or otherwise invalidated or
eventually found unenforceable. Both the patent application process and the
process of managing patent disputes can be time consuming and expensive.
Competitors may attempt to challenge or invalidate our patents, or may be able
to design alternative techniques or devices that avoid infringement of our
patents, or develop products with functionalities that are comparable to ours.
In the event a competitor infringes upon our patent or other intellectual
property rights, litigation to enforce our intellectual property rights or to
defend our patents against challenge, even if successful, could be expensive and
time consuming and could require significant time and attention from our
management. We may not have sufficient resources to enforce our intellectual
property rights or to defend our patents against challenges from others.  We are dependent upon consumer tastes
for the success of our products and services.A gift card programs
acceptance by consumers and whether its generation of revenues will depend upon
a variety of unpredictable factors, including:  Public taste, which is
always subject to change;  The quantity and
popularity of other gift cards and programs available to the public · The continued use and
popularity of social networking sites such as Facebook and MySpace; and  The fact that the
distribution and sales method chosen for gift cards we market may be
ineffective.  For any of these reasons, our programs may
be commercially unsuccessful.  Furthermore, the American Idol
cards current sales performance through the date of this Quarterly Report has
been far below our previous expectations, and the card has not been commercially
successful.  If we are unable to market and sell gift cards which are
commercially successful, we may not be able to recoup our expenses and/or
generate sufficient revenues. In the event that we are unable to generate
sufficient revenues, we may not be able to continue operating as a viable
business and an investor could suffer the loss of a significant portion or all
of his investment in our Company.  Financial Risks  Our financial statements have been
prepared assuming that the Company will continue as a going concern. The
factors described herein raise substantial doubt about our ability to continue
as a going concern. Our financial statements do not include any adjustments that
might result from this uncertainty. Our independent registered public accounting
firm included an explanatory paragraph expressing doubt about our ability to
continue as a going concern in their audit report for the fiscal year ended
September 30, 2007.  We currently project that our cash on hand and
existing commitments for additional investment will not be sufficient to
maintain our Companys operations beyond one year from the date of this
quarterly report.  If we cannot generate the required revenues and gross
margin to achieve profitability or obtain additional capital on acceptable
terms, we will need to substantially revise our business plan or cease
operations and an investor could suffer the loss of a significant portion or all
of his investment in our Company.  We do not expect to pay dividends for
the foreseeable future, and we may never pay dividends and, consequently, the
only opportunity for investors to achieve a return on their investment is if a
trading market develops and investors are able to sell their shares for a profit
or if our business is sold at a price that enables investors to recognize a
profit.We currently intend to retain any future earnings to support the
development and expansion of our business and do not anticipate paying cash
dividends for the foreseeable future. Our payment of any future dividends will
be at the discretion of our Board of Directors after taking into account various
factors, including but not limited to our financial condition, operating
results, cash needs, growth plans and the terms of any credit agreements that we
may be a party to at the time. In addition, our ability to pay dividends on our
common stock may be limited by state law. Accordingly, we cannot assure
investors any return on their investment, other than in connection with a sale
of their shares or a sale of our business. At the present time there is a
limited trading market for our shares. Therefore, holders of our securities may
be unable to sell them. We cannot assure investors that an active trading market
will develop or that any third party will offer to purchase our business on
acceptable terms and at a price that would enable our investors to recognize a
profit.  Our net operating loss carry-forward
will be limited.  We have recorded a valuation allowance amounting
to our entire net deferred tax asset balance due to our lack of a history of
earnings, possible limitations on the use of tax loss carry-forwards, of the
inability to use the net operating loss carry-forwards (NOL) of the VOS
Subsidiary and the future expiration of the NOL.  This gives rise to
uncertainty as to whether the net deferred tax asset is realizable.
 Internal Revenue Code Section 382, and similar California rules, place a
limitation on the amount of taxable income that can be offset by carry-forwards
after a change in control (generally greater than a 50% change in ownership).
 As a result of these provisions, it is likely that given our acquisition
of IdeaEdge-CA, future utilization of the NOL will be severely limited.
 Our inability to use our Companys historical NOL, or the full amount of
the NOL, would limit our ability to offset any future tax liabilities with its
NOL.  Corporate and Other Risks  Limitations on director and officer
liability and indemnification of our officers and directors by us may discourage
stockholders from bringing suit against an officer or director. Our
Companys articles of incorporation and bylaws provide, with certain exceptions
as permitted by governing state law, that a director or officer shall not be
personally liable to us or our stockholders for breach of fiduciary duty as a
director, except for acts or omissions which involve intentional misconduct,
fraud or knowing violation of law, or unlawful payments of dividends. These
provisions may discourage stockholders from bringing suit against a director for
breach of fiduciary duty and may reduce the likelihood of derivative litigation
brought by stockholders on our behalf against a director.  We are responsible for the
indemnification of our officers and directors. Should our officers and/or
directors require us to contribute to their defense, we may be required to spend
significant amounts of our capital.Our articles of incorporation and
bylaws also provide for the indemnification of our directors, officers,
employees, and agents, under certain circumstances, against attorney's fees and
other expenses incurred by them in any litigation to which they become a party
arising from their association with or activities on behalf of our Company. This
indemnification policy could result in substantial expenditures, which we may be
unable to recoup. If these expenditures are significant, or involve issues which
result in significant liability for our key personnel, we may be unable to
continue operating as a going concern.  Our executive officers, directors and
insider stockholders beneficially own or control a substantial portion of our
outstanding common stock, which may limit your ability and the ability of our
other stockholders, whether acting alone or together, to propose or direct the
management or overall direction of our Company. Additionally, this
concentration of ownership could discourage or prevent a potential takeover of
our Company that might otherwise result in you receiving a premium over the
market price for your shares. A substantial portion of our outstanding shares of
common stock is beneficially owned and controlled by a group of insiders,
including our directors and executive officers. Accordingly, any of our existing
outside principal stockholders together with our directors, executive officers
and insider shareholders would have the power to control the election of our
directors and the approval of actions for which the approval of our stockholders
is required. If you acquire shares of our common stock, you may have no
effective voice in the management of our Company.  Such concentrated
control of our Company may adversely affect the price of our common stock. Our
principal stockholders may be able to control matters requiring approval by our
stockholders, including the election of directors, mergers or other business
combinations. Such concentrated control may also make it difficult for our
stockholders to receive a premium for their shares of our common stock in the
event we merge with a third party or enter into different transactions which
require stockholder approval. These provisions could also limit the price that
investors might be willing to pay in the future for shares of our common stock.  The requirements in connection with
being a public company may put us at a competitive disadvantage. The
complexity of operating in a public company environment could impair our ability
to comply with legal and regulatory requirements such as those imposed by
Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley Act).  We may not be able to
implement programs and policies in an effective and timely manner that
adequately responds to the increased legal, regulatory compliance and reporting
requirements associated with being a public company. Our failure to do so could
lead to the imposition of fines and penalties and distract us from attending to
the growth of our business. Also, it may be time consuming, difficult and costly
for us to develop and implement the internal controls and reporting procedures
required by the Sarbanes-Oxley Act. We may need to hire additional financial
reporting, internal controls and other finance staff in order to develop and
implement appropriate internal controls and reporting procedures. If we are
unable to comply with the internal controls requirements of the Sarbanes-Oxley
Act, we may not be able to obtain the independent auditor certifications that
the Sarbanes-Oxley Act will in the future require publicly-traded companies with
our capitalization to obtain.  Our internal controls over financial
reporting may not be effective, and our independent auditors may not be able to
certify as to their effectiveness, which could have a significant and adverse
effect on our business. We are subject to various regulatory
requirements, including the Sarbanes-Oxley Act. We, like all other public
companies, must incur additional expenses and to a lesser extent the diversion
of our managements time in our efforts to comply with Section 404 of the
Sarbanes-Oxley Act regarding internal controls over financial reporting. We have
not evaluated our internal controls over financial reporting in order to allow
management to report on, and our independent auditors to attest to, our internal
controls over financial reporting, as required (or as will be required) by
Section 404 of the Sarbanes-Oxley Act and the rules and regulations of the SEC,
which we collectively refer to as Section 404. We have never performed the
system and process evaluation and testing required in an effort to comply with
the management assessment and auditor certification requirements of Section 404,
the management assessment portion of which will initially apply to us as of
September 30, 2008. The requirements of Section 404 may unduly divert
managements time and resources for executing our business plan. If in the
future, management identifies one or more material weaknesses, or our external
auditors are unable to attest that our managements report is fairly stated or
to express an opinion on the effectiveness of our internal controls, this could
result in a loss of investor confidence in our financial reports, have an
adverse effect on our stock price and/or subject us to sanctions or
investigation by regulatory authorities.  We are dependent for our success on a
few key executive officers. Our inability to retain those officers would impede
our business plan and growth strategies, which would have a negative impact on
our business and the value of your investment. Our success depends on
the skills, experience and performance of key members of our management team.
 We do not have long-term employment agreements with any of the members of
our senior management team. Each of those individuals may voluntarily terminate
his employment with the Company at any time. Were we to lose one or more of
these key executive officers, we would be forced to expend significant time and
money in the pursuit of a replacement, which would result in both a delay in the
implementation of our business plan and the diversion of limited working
capital. We do not maintain a key man insurance policy on any of our executive
officers.  We may not be able to manage our
growth effectively, which could adversely affect our operations and financial
performance.The ability to manage and operate our business as we
execute our growth strategy will require effective planning. Significant rapid
growth could strain our internal resources, leading to a lower quality of
customer service, reporting problems and delays in meeting important deadlines
resulting in loss of market share and other problems that could adversely affect
our financial performance. Our efforts to grow could place a significant strain
on our personnel, management systems, infrastructure and other resources. If we
do not manage our growth effectively, our operations could be adversely
affected, resulting in slower growth and a failure to achieve or sustain
profitability.  Capital Market Risks  Our common stock is thinly traded, so
you may be unable to sell at or near ask prices or at all if you need to sell
your shares to raise money or otherwise desire to liquidate your shares.
There is limited market activity in our stock and we are too small to attract
the interest of many brokerage firms and analysts. We cannot give you any
assurance that a broader or more active public trading market for our common
stock will develop or be sustained. While we are trading on the OTC Bulletin
Board, the trading volume we will develop may be limited by the fact that many
major institutional investment funds, including mutual funds, as well as
individual investors follow a policy of not investing in Bulletin Board stocks
and certain major brokerage firms restrict their brokers from recommending
Bulletin Board stocks because they are considered speculative, volatile, thinly
traded and the market price of the common stock may not accurately reflect the
underlying value of our Company.  The market price of our common stock
could be subject to wide fluctuations in response to quarterly variations in our
revenues and operating expenses, announcements of new products or services by
us, significant sales of our common stock, including short sales, the
operating and stock price performance of other companies that investors may deem
comparable to us, and news reports relating to trends in our markets or general
economic conditions.  The application of the penny stock
rules to our common stock could limit the trading and liquidity of the common
stock, adversely affect the market price of our common stock and increase your
transaction costs to sell those shares.  As long as the trading
price of our common stock is below $5 per share, the open-market trading of our
common stock will be subject to the penny stock rules, unless we otherwise
qualify for an exemption from the penny stock definition. The penny stock
rules impose additional sales practice requirements on certain broker-dealers
who sell securities to persons other than established customers and accredited
investors (generally those with assets in excess of $1,000,000 or annual income
exceeding $200,000 or $300,000 together with their spouse). These regulations,
if they apply, require the delivery, prior to any transaction involving a penny
stock, of a disclosure schedule explaining the penny stock market and the
associated risks. Under these regulations, certain brokers who recommend such
securities to persons other than established customers or certain accredited
investors must make a special written suitability determination regarding such a
purchaser and receive such purchasers written agreement to a transaction prior
to sale. These regulations may have the effect of limiting the trading activity
of our common stock, reducing the liquidity of an investment in our common stock
and increasing the transaction costs for sales and purchases of our common stock
as compared to other securities.  The stock market in general and the
market prices for penny stock companies in particular, have experienced
volatility that often has been unrelated to the operating performance of such
companies. These broad market and industry fluctuations may adversely affect the
price of our stock, regardless of our operating performance.  Stockholders
should be aware that, according to SEC Release No. 34-29093, the market for
penny stocks has suffered in recent years from patterns of fraud and abuse. Such
patterns include (1) control of the market for the security by one or a few
broker-dealers that are often related to the promoter or issuer; (2)
manipulation of prices through prearranged matching of purchases and sales and
false and misleading press releases; (3) boiler room practices involving
high-pressure sales tactics and unrealistic price projections by inexperienced
sales persons; (4) excessive and undisclosed bid-ask differential and markups by
selling broker-dealers; and (5) the wholesale dumping of the same securities by
promoters and broker-dealers after prices have been manipulated to a desired
level, along with the resulting inevitable collapse of those prices and with
consequent investor losses. The occurrence of these patterns or practices could
increase the volatility of our share price.  We may not be able to attract the
attention of major brokerage firms, which could have a material adverse impact
on the market value of our common stock.Security analysts of major
brokerage firms may not provide coverage of our common stock since there is no
incentive to brokerage firms to recommend the purchase of our common stock. The
absence of such coverage limits the likelihood that an active market will
develop for our common stock. It will also likely make it more difficult to
attract new investors at times when we require additional capital.  We may be unable to list our common
stock on NASDAQ or on any securities exchange.Although we may apply to
list our common stock on NASDAQ or the American Stock Exchange in the future, we
cannot assure you that we will be able to meet the initial listing standards,
including the minimum per share price and minimum capitalization requirements,
or that we will be able to maintain a listing of our common stock on either of
those or any other trading venue. Until such time as we qualify for listing on
NASDAQ, the American Stock Exchange or another trading venue, our common stock
will continue to trade on the OTC Bulletin Board or another over-the-counter
quotation system, or on the pink sheets, where an investor may find it more
difficult to dispose of shares or obtain accurate quotations as to the market
value of our common stock. In addition, rules promulgated by the SEC impose
various practice requirements on broker-dealers who sell securities that fail to
meet certain criteria set forth in those rules to persons other than established
customers and accredited investors.  Consequently, these rules may deter
broker-dealers from recommending or selling our common stock, which may further
affect the liquidity of our common stock. It would also make it more difficult
for us to raise additional capital.  Future sales
of our equity securities could put downward selling pressure on our securities,
and adversely affect the stock price.There is a risk that this downward
pressure may make it impossible for an investor to sell his or her securities at
any reasonable price, if at all. Future sales of substantial amounts of our
equity securities in the public market, or the perception that such sales could
occur, could put downward selling pressure on our securities, and adversely
affect the market price of our common stock.


5


Item 3 A (T) 
Controls and Procedures Disclosure Controls and Procedures  As of the end of the
period covered by this report, under the supervision and with the participation
of our management, including the Chief Executive Officer and Chief Financial
Officer, we have evaluated the effectiveness of the design and operation of our
disclosure controls and procedures pursuant to Exchange Act Rules 13a-15. Based
on that evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that as of June 30, 2008, our disclosure controls and procedures were
designed and functioning effectively to provide reasonable assurance that the
information required to be disclosed by us in reports filed under the Exchange
Act is (i) recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms and (ii) accumulated and communicated to
management including our Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding disclosure.  As required by the Securities and Exchange Commission Rule
13a-15(e) and Rule 15d-15(e), we are in the process of carrying out an
evaluation, under the supervision of and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of our internal controls over
financial reporting. We expect to have our evaluation completed prior to our
year end on September 30, 2008. Changes in Internal Controls over Financial
Reporting  There have not been any
changes in our internal controls over financial reporting during the fiscal
quarter ended June 30, 2008 that have materially affected, or are reasonably
likely to materially affect, our internal controls over financial reporting.  Limitations on Disclosure Controls and
Procedures  Our management,
including our Chief Executive Officer and Chief Financial Officer, does not
expect that our disclosure controls or internal controls over financial
reporting will prevent all errors or all instances of fraud.  A
control system, no matter how well designed and operated, can provide only
reasonable, not absolute, assurance that the control system's objectives will be
met.  Further, the design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls must be
considered relative to their costs.  Because of the inherent
limitations in all control systems, no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any,
within our company have been detected.  These inherent limitations
include the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake.  Controls can
also be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the controls.  Because of
the small size of our current operations, supervision of financial controls is
concentrated in a few individuals and we have limited opportunity to segregate
duties or implement checks and balances.  The design of any system of
controls is based in part upon certain assumptions about the likelihood of
future events, and any design may not succeed in achieving its stated goals
under all potential future conditions.  Over time, controls may become
inadequate because of changes in conditions or deterioration in the degree of
compliance with policies or procedures.  Because of the inherent
limitation of a cost-effective control system, misstatements due to error or
fraud may occur and not be detected.  Part
II Item 1  Legal
Proceedings From time to time and in the course of business, we may become
involved in various legal proceedings seeking monetary damages and other relief.
 The amount of the ultimate liability, if any, from such claims cannot be
determined. However, in the opinion of our management, there are no legal claims
currently pending or threatened against us that would be likely to have a
material adverse effect on our financial position, results of operations or cash
flows.   Item 2  Sales of
Unregistered Securities and Use of Proceeds In March and April 2008, we sold 450,000 shares of restricted
common stock at $.33 per share to one accredited investor for net proceeds
totaling $150,000. In June 2008, we sold 12,000 shares of unregistered convertible
series A preferred shares at $100 per share and warrants to purchase common
stock at $0.50 per share for net proceeds totaling $1,142,921.  The terms
of conversion of the series A preferred shares and warrants are described in
Footnote 3 to the financial statements in this report. In June 2008, we sold 500,000 shares of restricted common stock at
$0.60 per share to eight accredited investors for net proceeds totaling
$300,000. These issuances of the Companys securities were exempt from
registration under the Securities Act pursuant to Section 4(2) thereof.  Item 3  Defaults Upon Senior
Securities Not applicable. Item 4  Submission of
Matters to a Vote of Security Holders Not applicable. Item 5  Other
Information On August 12, 2008, our Company entered into a change of control
agreement with Jonathan Shultz, our Chief Financial Officer.  The agreement
calls for Mr. Shultz to be paid the cash value of 500,000 shares (as adjusted
for any splits or combinations) of our common stock, or equivalent acquisition
consideration, should our Company be acquired (as defined in the agreement) and
he is in our Companys employ on the date of the closing of the transaction.
 This summary of the terms of the change of control agreement is qualified
in its entirety by reference to the agreement which is filed as an exhibit to
this report.  Item 6  Exhibits See Exhibit Index immediately following signatures.


6


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.  IdeaEdge, Inc., a
Colorado corporation  By: /s/ JAMES COLLAS James
Collas, Chief Executive Officer  August 14, 2008  By: /s/ JONATHAN SHULTZ Jonathan
Shultz, Chief Financial Officer  August 14, 2008  Exhibit Index Exhibit
No.
Description10.10*
Change of Control Agreement
with Jonathan Shultz dated August 11, 200810.11*
Finders Agreement dated August
12, 2008 with SPN Investments, Inc.31.1*
Certification pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act, as amended, by Chief
Executive Officer31.2*
Certification pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act, as amended, by Chief
Financial Officer32.1*
Certification pursuant to 18
U.S.C. §1350 by Chief Executive Officer32.2*
Certification pursuant to 18
U.S.C. §1350 by Chief Financial Officer*
Filed as an exhibit to this
report


7