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Organization of the Company and Going Concern
9 Months Ended
Sep. 30, 2011
Organization of the Company and Going Concern [Abstract] 
Organization of the Company and Going Concern
Note 2. Organization of the Company and Going Concern

Organization of the Company

Green Energy Management Services, Inc.

Green Energy Management Services, Inc. (“GEM”) was incorporated pursuant to the laws of the State of Delaware in March 2010. GEM is primarily involved in the distribution of energy efficient lighting units and water saving devices to end users who utilize substantial quantities of electricity and water. GEM maintains business operations with several locations in the United States, distributing products and services to municipal and commercial customers. Industry participants focus on assisting clients effectively maximize their energy efficiency potential and couples that with maximizing their renewable energy potential.

Green Energy Management Services Holdings, Inc.

The Company was incorporated pursuant to the laws of the State of Delaware in December 1996 under the name “Citadel Security Software Inc.” The Company was formally principally engaged in the marketing and licensing of security software products to large enterprises and government agencies. On October 2, 2006, the Company entered into an asset purchase agreement with McAfee, Inc. (“McAfee”). On December 1, 2006, the Company's stockholders approved a plan of liquidation and dissolution and on December 2, 2006 and on December 4, 2006, the Company completed the sale of substantially all of its assets to McAfee. On December 12, 2006, the Company changed its name to “CDSS Wind Down Inc.” Following the sale of substantially all of its assets, the Company had no active business operations. During 2009, the Company's board of directors considered alternatives to liquidating, including the possibility of seeking potential merger or acquisition targets. On November 16, 2009, the Company's board of directors elected to terminate the plan of liquidation and dissolution. On August 20, 2010, GEM and the Company's then newly-created wholly-owned subsidiary, CDSS Merger Corporation, merged with and into GEM and GEM, as the surviving corporation, became a wholly-owned subsidiary of the Company (the “Merger”).
 
Going Concern

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying condensed consolidated financial statements, we have generated minimal revenues in the first nine months of 2011 and we have a working capital deficit as of September 30, 2011. These factors raise substantial doubt about our ability to continue as a going concern.

Since June 30, 2011 to the date of this Quarterly Report, all of the Company's officers, directors and employees have agreed to defer a substantial portion of their compensation due from the Company. In addition, our Chairman, President and CEO has deferred his entire salary due from April 7, 2011 to the date of this Quarterly Report. However, as a result of the recent termination of employment with our Company of Robert Weinstein, our former Chief Financial Officer, and in connection with a Demand for Arbitration filed in October 2011 by Mr. Weinstein with the New York office of the American Arbitration Association, seeking unpaid wages and benefits of approximately $511,000 that he is claiming he is owed under the terms of his employment agreement with us, we may be required in the immediate future to pay this former officer some or all of his deferred compensation and other benefits that he is claiming he is owed. In addition, certain consulting expenses due by the Company were being through October 31, 2011 by a member of the Company's Board of Directors and management. As of October 31, 2011, total deferred salaries and estimated payroll taxes were approximately $367,635. Total consulting expenses advanced by the member of the Company's Board of Directors is approximately $29,000. The Company plans to pay the deferred salaries and advanced expenses with proceeds from borrowings or the possible sale of energy efficiency contracts owned by the Company.

Our ability to continue existence is dependent upon our continuing efforts to implement our new business strategy, management's ability to achieve profitable operations and/or upon our ability to obtain additional financing to carry out our business plan. We intend to fund our operations through equity and/or debt financing arrangements, any revenues generated in the future and any loan arrangements that may be provided to us by our affiliates. However, there can be no assurance that these arrangements, if any, will be sufficient to fund our ongoing capital expenditures, working capital, and other cash requirements. The outcome of these matters cannot be predicted at this time.

There can be no assurance that any additional financings will be available to us on satisfactory terms and conditions, if at all. In the event we are unable to continue as a going concern, we may elect or be required to seek protection from our creditors by filing a voluntary petition in bankruptcy or may be subject to an involuntary petition in bankruptcy. To date, management has not considered this alternative, nor does management view it as a likely occurrence.

The accompanying condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should we be unable to continue as a going concern.