UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2021~~2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period __________ to __________

Commission File Number: ~~333~~000-~~198435~~56419

EDGE DATA SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

delaware		46-3892319
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification Number)
(State or other jurisdiction of incorporation or Organization)		(IRS Employer Identification No.)
3550 Lenox Road NE, 21st Floor, Atlanta, GA		30326
(Address of principal executive offices)		(Zip Code)

~~3550~~(833) ~~Lenox Road NE. 21st Floor Atlanta GA 30326~~682-2428

(~~Address~~Registrant’s ~~and~~ telephone number, ofincluding ~~principal~~area ~~executive offices~~code)

~~Mr. Delray Wannemacher, CEO, (833) 682-2428~~N/A

~~3550~~(Former ~~Lenox~~name, ~~Road~~former ~~NE.~~address ~~21st~~and ~~Floor~~former ~~Atlanta~~fiscal GAyear, ~~30326~~if changed since last report)

~~(Name,~~Securities ~~address~~registered ~~and~~pursuant ~~telephone~~to ~~number~~Section 12(b) of ~~agent~~the ~~for service)~~Act:

Title of Each Class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See ~~the~~ definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company,” and “~~smaller~~emerging ~~reporting~~growth company” in Rule 12b-2 of the Exchange Act. ~~(Check one):~~

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐☒ ~~(Do not check if a smaller reporting company)~~ Smaller reporting company ☒ Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes ☐ No ☒

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

As of ~~December~~May 216, ~~2021~~2022, there were outstanding 910,~~063~~983,~~079~~ 832 shares of our common stock, par value $0.0001 per share, 7,000,000 shares of the Company’s Class A Super Voting preferred stock, par value $0.001 per share, and 7,000,000 shares of the Company’s Class C preferred stock, par value $0.001 per share

EDGE DATA SOLUTIONS, INC.

FORM 10-Q for the Quarter Ended ~~September~~March 3031, ~~2021~~2022

INDEX

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Cautionary Note About Forward Looking Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 1.	Financial Statements	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 4.	Controls and Procedures	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	24
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	2324
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	2324
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	25
Signatures		26

CAUTIONARY NOTE ABOUT FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future results of operations and financial position, business strategy and plans, and objectives for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “approximately,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” or the negative of these terms or other words of similar meaning in connection with a discussion of future events or future operating or financial performance, although the absence of these words does not necessarily mean that a statement is not forward-looking. Forward-looking statements are based upon our current assumptions, expectations and beliefs concerning future developments and their potential effect on our business. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may cause actual events or our actual results, performance or achievements to be materially different from the future events, results, performance or achievements expressed or implied by any forward-looking statements. There can be no assurance that future events, results, performance or achievements will be in accordance with our expectations or that the effect of future events, results, performance or achievements will be those anticipated by us.

Factors and risks that may cause or contribute to actual events, results, performance or achievements differing from these forward-looking statements include, but are not limited to, for example:

	●	regulatory limitations on our products and services;

	●	our ability to complete and integrate announced acquisitions;

	●	general industry and economic conditions;

	●	our ability to access adequate capital upon terms and conditions that are acceptable to us;

	●	volatility in credit and market conditions;

	●	other risks and uncertainties related to the cryptocurrency markets and our business strategy.

We operate in very competitive and rapidly changing markets. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

Stockholders and potential investors should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements in this Quarterly Report on Form 10-Q are reasonable, we cannot assure stockholders and potential investors that these plans, intentions or expectations will be achieved.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Considering these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report on Form 10-Q.

All forward-looking statements speak only as of the date of this this Quarterly Report on Form 10-Q. Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether because of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

Edge Data Solutions, Inc. ~~(Formerly Southeastern Holdings, Inc.)~~

A Delaware Corporation

Financial Statements

As of ~~September~~March 3031, ~~2021~~2022 (Unaudited) and for the Three ~~months~~Months ~~and Nine months~~ Then Ended (Unaudited)

Edge Data Solutions, Inc. (Formerly Southeastern Holdings, Inc.)

TABLE OF CONTENTS

	Page
Condensed Financial Statements as of September 30, 2021 (Unaudited) and December 31, 2020, and for the Three and Nine months Ended September 30, 2021 (Unaudited):
Balance Sheets (Unaudited)	5
Statements of Operations – for the Three and Nine months ended September 30, 2021 (Unaudited)	6
Statements of Cash Flows (Unaudited)	7
Statement of Stockholders’ Deficiency – for the Three and Nine months ended September 30, 2020 (Unaudited)	8
Statement of Stockholders’ Deficiency – for the Three and Nine months ended September 30, 2021 (Unaudited)	9
Notes to Financial Statements (Unaudited)	10

~~EDGE~~Edge ~~DATA~~Data ~~SOLUTIONS~~Solutions, ~~INC. (Formerly Southeastern Holdings,~~ Inc.)

TABLE OF CONTENTS

	Page
Condensed Financial Statements as of March 31, 2022 (Unaudited) and December 31, 2021, and for the Three months Ended March 31, 2022 (Unaudited):
Balance Sheets (Unaudited)	6
Statements of Operations – for the Three months ended March 31, 2022 (Unaudited)	7
Statements of Cash Flows – For the Three months ended March 31, 2022 (Unaudited)	8
Statement of Stockholders’ Deficiency – for the Three months ended March 31, 2021 (Unaudited)	9
Statement of Stockholders’ Deficiency – for the Three months ended March 31, 2022 (Unaudited)	10
Notes to Financial Statements (Unaudited)	11

EDGE DATA SOLUTIONS, INC.

BALANCE SHEETS

	September 30, 2021			December 31, 2020
	March 31, 2022			December 31, 2021
	As of
.	As of
	September 30, 2021			December 31, 2020
	March 31, 2022			December 31, 2021
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	~~147~~1,~~261~~517,613		$	80831,~~368~~209
Accounts receivable		5623,~~097~~675			~~651~~2,781
Deposits		571,~~083~~216,941			462,~~122~~161,683
Inventory		1168,~~530~~159			-11,530
Crypto assets held		~~187~~3,940			13,~~197~~940
Other current assets		6,021			46,~~668~~021
Prepaid expense		156,~~568~~044			413,~~409~~806
Total Current Assets		~~279~~2,~~747~~892,393			~~137~~3,~~415~~030,970
Non-Current Assets:
Right of use asset - finance lease		1912,~~448~~965			2916,~~171~~206
Property and equipment, net		4750,~~413~~489			6740,~~492~~248
Investments in prospective joint ventures		101,428			-
Security deposit		7,753			7,753
Total Non-Current Assets		74172,~~614~~635			~~104~~64,~~416~~207
TOTAL ASSETS	$	~~354~~3,~~361~~065,028		$	~~241~~3,~~831~~095,177
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities:
Accounts payable	$	~~182~~125,~~990~~749		$	~~118~~186,~~608~~523
Accrued liabilities		~~139~~478,~~432~~914			45451,~~548~~944
Customer deposits		~~391~~2,~~555~~015,554			-3,197,990
Deferred revenue		9,478			19,~~035~~478
Convertible notes payable, short-term		~~720~~100,000			~~720~~749,~~000~~500
Advances from related parties		-5,669			5111,~~510~~968
Lease liability - finance, current portion		1613,~~949~~371			1517,~~703~~389
Accrued compensation - related party		-			35,000
Total Current Liabilities		2,748,735			4,624,792
Total Current Liabilities		1,460,404			987,404
Non-Current Liabilities:
Lease liability - finance, non-current portion		~~6,260~~-			162,~~730~~543
Total Non-Current Liabilities		~~6,260~~-			162,~~730~~543
Total Liabilities		12,~~466~~748,~~664~~735			14,~~004~~627,~~134~~335
Commitments and Contingencies (Note 10)		-			-
Commitments and Contingencies (Note 7)		-			-
Stockholders’ Deficiency:
Class A super majority voting preferred stock, $0.001 par value; 10,000,000 shares authorized, 7,000,000 issued and outstanding with liquidation preference of $26,317 as of each, September 30, 2021 and December 31, 2020.		7,000			7,000
Class A super majority voting preferred stock, $0.001 par value; 10,000,000 shares authorized, 7,000,000 issued and outstanding with liquidation preference of $26,317 as of each, March 31, 2022 and December 31, 2021.		7,000			7,000
Class C convertible preferred non-voting stock, $0.001 par value, 10,000,000 shares authorized, 7,000,000 issued and outstanding with liquidation preference of $3,500 as of each, September 30, 2021 and December 31, 2020.		7,000			7,000
Class C convertible preferred non-voting stock, $0.001 par value, 10,000,000 shares authorized, 7,000,000 issued and outstanding with liquidation preference of $3,500 as of each, March 31, 2022 and December 31, 2021.		7,000			7,000
Preferred Stock
Preferred stock, value
Common stock, $0.0001 par value; 150,000,000 shares authorized, 9,063,079 and 8,321,079 issued and outstanding as of September 30, 2021 and December 31, 2020, respectively.		906			832
Common stock, $0.0001 par value; 150,000,000 shares authorized, 10,983,832 and 9,159,079 issued and outstanding as of March 31, 2022 and December 31, 2021, respectively.		1,098			916
Additional paid-in capital		~~774~~1,~~405~~431,113			~~633~~792,~~499~~635
Accumulated deficit		(1,~~901~~129,~~614~~918	)		(12,~~410~~339,~~634~~709	)
Total Stockholders’ Deficiency		(1,112,303	)		(762,303	)
Total Stockholders’ Equity/(Deficiency)		316,293			(1,532,158	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$	354,361		$	241,831
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIENCY)	$	3,065,028		$	3,095,177

See accompanying notes, which are an integral part of these financial statements.

EDGE DATA SOLUTIONS, INC. ~~(Formerly Southeastern Holdings, Inc.)~~

STATEMENTS OF OPERATIONS

	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
	2022			2021
	For the Three Months Ended						For the Nine Months Ended
	For the Three Months Ended March 31,
	September 30, 2021			September 30, 2020			September 30, 2021			September 30, 2020
	2022			2021
	(Unaudited)			(Unaudited)			~~(Unaudited)~~			~~(Unaudited)~~
Revenues:
Hardware sales, net	$	144,733		$	-		$	942,173		$	-
Data center infrastructure and equipment sales, net	$	6,544,410		$	34,069
Computing revenues, net		-			14,317			29,483			20,624
Data center services, net		48,620			-
Total Revenue		144,733			14,317			971,656			20,624
Computing revenues, net		-			16,774
Cost of goods sold		(105,138	)		-			(783,888	)		-
Total Revenue		6,593,030			50,843
Cost of computing revenues		(5,378	)		-			(9,506	)		-
Cost of data center infrastructure and equipment sales		(4,464,582	)		(19,285	)
Total Cost of Revenue		(110,516	)		-			(793,394	)		-
Cost of data center services		(33,884	)		-
Gross Margin		34,217			14,317			178,262			20,624
Cost of computing revenues		-			(17,650	)
Operating Expenses:
Total Cost of Revenue		(4,498,466	)		(36,935	)
Sales and marketing		6,169			974			20,645			899
Gross Profit		2,094,564			13,908
General and administrative		74,378			51,369			217,003			184,432
Operating Expenses:
Compensation - related party		87,835			20,000			205,335			95,000
Sales and marketing		39,357			2,620
Stock-based compensation expense		121,980			218,500			140,980			381,900
General and administrative		185,483			45,079
Depreciation expense		7,165			6,303			21,231			10,513
Compensation - related party		631,751			40,705
Total Operating Expenses		297,527			297,146			605,194			672,744
Stock-based compensation expense		-			19,000
(Loss) from operations		(263,310	)		(282,829	)		(426,932	)		(652,120	)
Depreciation expense		7,236			6,978
Other Income/(Expense):
Total Operating Expenses		863,827			114,382
Interest expense		(22,921	)		(17,955	)		(73,266	)		(42,064	)
Income/(Loss) from operations		1,230,736			(100,474	)
Loss on termination of prospective acquisition		-			-			-			(23,000	)
Other Income/(Expense):
Gain on debt forgiveness		-			-			-			12,250
Interest expense		(20,945	)		(27,085	)
Gain on disposal of equipment		-			4,965			-			4,965
Cryptocurrency mining income		-			4,747
Cryptocurrency mining income		1,234			716			12,025			716
(Loss)/Gain on disposal of cryptocurrency		-			(59	)
Loss on disposal of cryptocurrency		(3,285	)		-			(2,807	)		-
Total Other Income/(Expense)		(20,945	)		(22,397	)
Small business grant income		-			-			-			1,000
Net Income/(Loss)	$	1,209,791		$	(122,871	)
Total Other Income/(Expense)		(24,972	)		(12,274	)		(64,048	)		(46,133	)
Net Income/(Loss) per Common Share
Net Loss	$	(288,282	)	$	(295,103	)	$	(490,980	)	$	(698,253	)
Net Income/(Loss) attributable to common stockholders	$	1,209,791		$	(122,871	)
Net Loss per share (basic and diluted)	$	(0.03	)	$	(0.04	)	$	(0.06	)	$	(0.10	)
Basic Income (Loss) per share attributible to common stockholders	$	0.12		$	(0.01	)
Weighted average number of common shares outstanding		8,803,144			8,118,362			8,540,676			6,923,362
Diluted Income (Loss) per share attributible to common stockholders	$	0.07		$	(0.01	)
Basic weighted average number of common shares outstanding		9,787,605			8,393,301
Diluted weighted average number of common shares outstanding		16,787,605			8,393,301

See accompanying notes, which are an integral part of these financial statements.

EDGE DATA SOLUTIONS, INC. ~~(Formerly Southeastern Holdings, Inc.)~~

STATEMENTS OF CASH FLOWS

	2022			2021
	For the Three Months Ended March 31,
	2022			2021
	(Unaudited)			(Unaudited)
	For the Nine Months Ended
	September 30, 2021			September 30, 2020
	(Unaudited)			(Unaudited)
Cash Flows from Operating Activities
Net Loss	$	(490,980	)	$	(698,253	)
Net Income/(Loss)	$	1,209,791		$	(122,871	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Adjustments to reconcile net loss to net cash provided by/(used in) operating activities:
Depreciation		217,~~231~~236			106,~~513~~978
Gain on disposal of equipment		-			(4,965	)
Stock-based compensation		-			19,000
Stock-based compensation		140,980			381,900
Loss on prospective acquisition		-			23,000
Changes in operating assets and liabilities:
Change in accounts receivable		(5520,~~446~~894	)		(3,~~193~~681	)
Change in deposits		~~(10~~944,~~961~~742	)		-(11,706	)
Change in crypto assets held		~~1,010~~-			-(1,087	)
Change in inventory		(1156,~~530~~629	)		-
Change in other current assets		(1,353	)		(2,516	)
Change in finance lease assets and liabilities		556			4,127
Change in prepaid expenses		2,841			(8,452	)
Change in other current assets		-			3,054
Change in security deposits		-			(7,753	)
Change in prepaid expenses		(42,238	)		2,317
Change in accounts payable		64(60,~~382~~774	)		82,~~501~~794
Change in accrued compensation - related party		~~(35,000~~-	)		(4135,000	)
Change in accrued liabilities		9326,~~884~~970			1819,~~261~~341
Change in customer deposits		~~391~~(1,~~555~~182,436	)		-569,940
Change in deferred revenue		~~8,443~~-			~~1,035~~407
Change in accrued interest related to note conversions		-89,160			~~6,966~~-
Net Cash Provided by/(Used in) Operating Activities		~~119~~915,~~056~~484			~~(315~~453,~~956~~613	)
Cash Flows from Investing Activities
Purchase of property and equipment		(117,~~152~~477	)		(~~128~~1,~~228~~152	)
Proceeds from disposal of property and equipment		-			10,170
Investments in joint ventures		(101,428	)		-
Deposits on prospective acquisition		-			(23,000	)
Net Cash (Used in) Investing Activities		(118,905	)		(1,152	)
Net Cash (Used in) Investing Activities		(1,152	)		(141,058	)
Cash Flows from Financing Activities
Proceeds from issuance of short-term convertible debt		-			510,000
Repayment of convertible note principal		(100,000	)		-
Related party advances		6044,~~182~~561			~~168~~17,~~191~~031
Repayment of related party advances		(~~111~~50,~~692~~860	)		(~~211~~55,~~489~~260	)
Deferred offering costs		-			(13,500	)
Payments on finance lease		(3,876	)		(3,876	)
Change in finance lease assets and liabilities		12,128			8,577
Net Cash (Used in)/Provided by Financing Activities		(110,175	)		(42,105	)
Payments on finance lease		(11,629	)		(5,669	)
Net Change In Cash		686,404			410,356
Sale of equity units		-			50,000
Cash at Beginning of Period		831,209			80,368
Net Cash Provided by/(Used in) Financing Activities		(51,011	)		506,110
Cash at End of Period	$	1,517,613		$	490,724
Net Change In Cash		66,893			49,096
Cash at Beginning of Period		80,368			14,453
Cash at End of Period	$	147,261		$	63,549
Supplemental Disclosure of Cash Flow Information:
Convertible debt principal and accrued interest converted to equity units	$	-638,660		$	~~106,966~~-
Issuance of common stock for equipment purchases	$	-		$	6,083

See accompanying notes, which are an integral part of these financial statements.

EDGE DATA SOLUTIONS, INC. (Formerly Southeastern Holdings, Inc.)

STATEMENT OF STOCKHOLDERS’ DEFICIENCY

As of and for the three and nine months ended September 30, 2020 (Unaudited)

	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficiency
	Common Stock				Class A Preferred				Class C Convertible Preferred				Additional
													Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficiency
Balance, July 1, 2020		7,171,079	$	717		7,000,000	$	7,000		7,000,000	$	7,000	$	415,114	$	(962,848	)	$	(533,017	)
Debt conversions into equity units
Debt conversions into equity units, shares
Subscriptions to equity units
Subscriptions to equity units, shares
Common shares issued as compensation		1,150,000		115		-		-		-		-		218,385					218,500
Related party debt forgiveness
Issuance of common stock for equipment
Issuance of common stock for equipment, shares
Net loss																(295,103	)		(295,103	)
Balance, September 30, 2020		8,321,079	$	832		7,000,000	$	7,000		7,000,000	$	7,000	$	633,499	$	(1,257,951	)	$	(609,620	)
Balance, December 31, 2019		5,651,217	$	565		7,000,000	$	7,000		7,000,000	$	7,000	$	55,817	$	(559,698	)	$	(489,316	)
Debt conversions into equity units		427,862		43		-		-		-		-		106,923					106,966
Subscriptions to equity units		200,000		20		-		-		-		-		49,980					50,000
Common shares issued as compensation		2,010,000		201		-		-		-		-		381,699					381,900
Related party debt forgiveness						-		-		-		-		33,000					33,000
Issuance of common stock for equipment		32,000		3		-		-		-		-		6,080					6,083
Net loss																(698,253	)		(698,253	)
Balance, September 30, 2020		8,321,079	$	832		7,000,000	$	7,000		7,000,000	$	7,000	$	633,499	$	(1,257,951	)	$	(609,620	)

See accompanying notes, which are an integral part of these financial statements.

EDGE DATA SOLUTIONS, INC. ~~(Formerly Southeastern Holdings, Inc.)~~

STATEMENT OF STOCKHOLDERS’ DEFICIENCY

As of and for the three ~~and nine~~ months ended ~~September~~March 3031, 2021 (Unaudited)

	Common Stock				Class A Preferred				Class C Convertible Preferred				Additional
													Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficiency
Balance, July 1, 2021		8,421,079	$	842		7,000,000	$	7,000		7,000,000	$	7,000	$	652,489	$	(1,613,332	)	$	(946,001	)
	Common Stock				Class A Preferred				Class C Convertible Preferred				Additional Paid-in		Accumulated			Stockholders’
Common shares issued as compensation		642,000		64		-		-		-		-		121,916					121,980
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficiency
Net loss																(288,282	)		(288,282	)
Balance, September 30, 2021		9,063,079	$	906		7,000,000	$	7,000		7,000,000	$	7,000	$	774,405	$	(1,901,614	)	$	(1,112,303	)
Balance, December 31, 2020		8,321,079	$	832		7,000,000	$	7,000		7,000,000	$	7,000	$	633,499	$	(1,410,634	)	$	(762,303	)
Beginning balance		8,321,079	$	832		7,000,000	$	7,000		7,000,000	$	7,000	$	633,499	$	(1,410,634	)	$	(762,303	)
Common shares issued as compensation		100,000		10										18,990					19,000
Common shares issued as compensation		742,000		74		-		-		-		-		140,906					140,980
Debt conversions into equity units
Net loss																(490,980	)		(490,980	)
Debt conversions into equity units, shares
Balance, September 30, 2021		9,063,079	$	906		7,000,000	$	7,000		7,000,000	$	7,000	$	774,405	$	(1,901,614	)	$	(1,112,303	)
Net loss				-		-		-		-		-		-		(122,871	)		(122,871	)
Ending balance		9,063079	$	906		7,000,000	$	7,000		7,000,000	$	7,000	$	774,405	$	(1,901,614	)	$	(1,112,303	)
Balance, March 31, 2021 (unaudited)		8,421,079	$	842		7,000,000	$	7,000		7,000,000	$	7,000	$	652,489	$	(1,533,505	)	$	(866,174	)

See accompanying notes, which are an integral part of these financial statements.

EDGE DATA SOLUTIONS, INC. ~~(Formerly Southeastern Holdings, Inc.)~~

STATEMENT OF STOCKHOLDERS’ EQUITY/(DEFICIENCY)

As of and for the three months ended March 31, 2022 (Unaudited)

	Common Stock				Class A Preferred				Class C Convertible Preferred				Additional Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Equity/(Deficiency)
Balance, December 31, 2021		9,159,079	$	916		7,000,000	$	7,000		7,000,000	$	7,000	$	792,635	$	(2,339,709	)	$	(1,532,158	)
Beginning balance		9,159,079	$	916		7,000,000	$	7,000		7,000,000	$	7,000	$	792,635	$	(2,339,709	)	$	(1,532,158	)

Debt conversions into equity units		1,824,753		182										638,478					638,660
Net income						-		-		-		-				1,209,791			1,209,791
Balance, March 31, 2022 (unaudited)		10,983,832	$	1,098		7,000,000	$	7,000		7,000,000	$	7,000	$	1,431,113	$	(1,129,918	)	$	316,293
Ending balance		10,983,832	$	1,098		7,000,000	$	7,000		7,000,000	$	7,000	$	1,431,113	$	(1,129,918	)	$	316,293

See accompanying notes, which are an integral part of these financial statements.

EDGE DATA SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

As of ~~September~~March 3031, ~~2021~~2022 (Unaudited) and for the Three ~~and Nine~~ months Then Ended (Unaudited)

NOTE 1: ORGANIZATION AND NATURE OF OPERATIONS

~~EDGE~~Edge ~~DATA~~Data ~~SOLUTIONS~~Solutions, ~~INC~~Inc. (the “Company”),” ~~formerly Blockchain Holdings Capital Ventures, Inc. (formerly Southeastern Holdings, Inc., formerly Safe Lane Systems, Inc.~~“Edge”) ~~was incorporated in the State of Colorado on September 10~~, ~~2013. Safe Lane Systems, Inc. redomiciled to become~~ a Delaware ~~holding corporation in September of 2016. On September 22~~Corporation, ~~2016,~~believes ~~Safe~~it ~~Lane~~is ~~Systems,~~poised ~~Inc.~~to ~~formed~~be ~~two~~an ~~wholly~~industry-leading ~~owned~~edge data ~~subsidiaries~~center, ~~SLS~~cryptocurrency ~~Industrial,~~mining ~~Inc~~ and ~~Southeastern~~cloud ~~Holdings,~~infrastructure ~~Inc~~provider. ~~(both~~Edge’s ~~Delaware~~unique ~~corporations) and on September 30, 2016 completed a merger and reorganization in which Southeastern Holdings, Inc. (now~~ Edge ~~Data~~Performance ~~Solutions,~~Platform ~~Inc.~~(EPP) ~~became~~brings ~~the holding company. On December~~sustainable 1,next-generation ~~2016,~~immersion-cooled ~~the~~high-performance ~~Company~~computing ~~spun~~to ~~off~~where ~~its~~it ~~wholly~~is ~~owned~~needed ~~subsidiary, SLS Industrial, Inc~~most.~~, along with its assets and liabilities, leaving Southeastern Holdings, Inc. as the only surviving entity.~~

OnEPP ~~August~~offers ~~23,~~efficient ~~2018,~~next-generation ~~the~~immersion-cooled ~~Company~~computing ~~entered~~power ~~into~~for a ~~Bill~~variety of ~~Sale and Assignment and Assumption Agreement with Blockchain Holdings~~applications, ~~LLC~~including ~~(“Blockchain”), pursuant~~sustainable ~~to which the Company purchased all of the assets of Blockchain which are used in the business of sourcing of blockchain mining~~cryptocurrency ~~equipment from various suppliers for their customers and also providing management of the equipment hosted~~mining, ~~mining~~edge ~~pools and tech work on such equipment~~computing. ~~The~~Long-term, ~~Company~~opting ~~issued~~for ~~300,000,000~~EPP ~~(equivalent~~significantly toreduces 3investment,~~000,000~~ ~~after~~and ~~the~~certain ~~reverse~~edge ~~split)~~computing ~~shares~~applications ofrequire ~~its common stock, par value~~less ~~$.0001~~up-front ~~to the members of Blockchain in exchange for the assets of Blockchain~~investment.

OnIndustries ~~August~~that 30Edge believes will benefit from low-latency technology with a lower carbon footprint include cryptocurrency mining, ~~2018~~public and private cloud providers, ~~the~~data ~~Company~~centers, ~~changed~~high-performance ~~its~~computing ~~name~~providers, tovirtual ~~Blockchain~~desktop ~~Holdings~~infrastructure ~~Capital~~providers, ~~Ventures~~telecom, ~~Inc~~cybersecurity and disaster recovery providers, streaming providers, artificial intelligence innovators, colleges, hospitals, governments, and enterprise blockchain infrastructure providers.

On January 13, 2020, the Company changed its name to Edge Data Solutions, Inc.

Business description

Edge Data Solutions, Inc. (EDSI) is poised to be an industry-leading edge data center and cloud infrastructure provider. EDSI’s proprietary Edge Performance Platform (EPP) allows us to deploy next-generation edge data centers where they are needed most. EDSI’s data centers provide next-generation immersion Cooling technology that improves performance, reduces energy costs and latency. Key industries we serve more computing power are fintech, cloud gaming, telecom 5G, 3D/video/AI rendering, video streaming, remote desktop, IoT, autonomous vehicles. Centralized infrastructure facilities servicing multiple geographical areas encounter many issues with data latency, congestion and weak network connections. To address this, data processing is moving closer to the customer. EDSI offers green, low-cost, secure colocation and private data hosting to meet this demand for Edge data centers. EDSI plans to deploy to strategic locations based on demand for Tier 2 and Tier 3 cities outside the major metropolitans to underserved markets, supporting both edge customers and areas of projected growth. With the rise and proliferation of this technology adoption we plan to solidify our footprint by securing multiple locations across the US, while generating revenue from our operations. The modular design and ability to add additional data centers as needed, preserves up front capital allowing for rapid deployment and scalability as business demand increases.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Management’s Representation of Interim Financial Statements

The accompanying unaudited consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These unaudited consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of the Company’s financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of December 31, 2021 and 2020, as presented in the Company’s 2021 Annual Report on Form 10-K, as filed on April 1, 2022 with the SEC.

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP). The Company maintains the calendar year as its basis of reporting.

Use of Estimates

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

Cash Equivalents and Concentration of Cash Balance

The Company considers all highly liquid securities with an original maturity of less than three months to be cash equivalents. The Company’s cash and cash equivalents in bank deposit accounts, at times, may exceed federally insured limits. As of ~~September~~March 3031, ~~2021~~2022, and December 31, ~~2020~~2021, the Company’s cash balances ~~did~~exceeded ~~not~~federal ~~exceed~~insurance ~~federally~~limits ~~insured~~by ~~limits~~$1,267,613 and $581,209, respectively.

1011

EDGE DATA SOLUTIONS, INC. ~~(Formerly Southeastern Holdings, Inc.)~~

NOTES TO FINANCIAL STATEMENTS

As of ~~September~~March 3031, ~~2021~~2022 (Unaudited) and for the Three Months Then Ended (Unaudited)

Right of Use Assets and Lease Liabilities

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The standard requires lessees to recognize almost all leases on the balance sheet as a Right-of-Use (“ROU”) asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory. The standard became effective for the Company beginning January 1, 2019. Since the Company had no leases in place prior to or during 2019, the Company has adopted ASC 842 prospectively and has applied it to its first lease agreement in 2020.

Under ASC 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’ lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options.

Inventory

The Company values inventory at its original cost, adjusted to approximate the lower of actual cost or estimated net realizable value using assumptions about future demand and market conditions. In determining excess or obsolescence reserves for its products, the Company considers assumptions such as changes in business and economic conditions, other-than-temporary decreases in demand for its products, and changes in technology or customer requirements. In determining the lower of cost or net realizable value reserves, the Company considers assumptions such as recent historical sales activity and selling prices, as well as estimates of future selling prices. The Company fully reserves for inventories and non-cancellable purchase orders for inventory deemed obsolete. The Company performs periodic reviews of inventory items to identify excess inventories on hand by comparing on-hand balances and non-cancellable purchase orders to anticipated usage using recent historical activity as well as anticipated or forecasted demand. If estimates of customer demand diminish further or market conditions become less favorable than those projected by the Company, additional inventory carrying value adjustments may be required.

As of ~~September~~March 3031, 2022 and December 31, 2021, the Company’s had $68,159 and $11,530 of inventory and had outstanding deposits of $571,~~083~~216,941 and $2,161,683 with vendors for the purchase of equipment for resale to customers, all respectively. As of March 31, 2022 and December 31, 2021, respectively, these deposits consisted of:

	●	$36,900 and $34,000 of equipment in transit and not yet delivered
	●	$1,180,041 and $2,127,683 of equipment in production and not yet shipped or delivered to customers

As of March 31, 2022 and December 31, 2021, remaining costs of in-production equipment not yet shipped totaled $1,531,320 and $3,951,547, respectively. Terms with the Company’s vendors call for full payment prior to shipment when equipment is ready for delivery.

Property and Equipment

Property and equipment are stated at cost net of accumulated depreciation and amortization, and accumulated impairment, if any. Depreciation and amortization of property and equipment is provided using the straight-line method over estimated useful lives, which are all currently estimated at three years.

As of ~~September~~March 3031, 2022 and December 31, 2021, the Company’s property and equipment consisted of $71102,~~938~~762 ~~of data center equipment~~ and $1384,~~347~~133 of ~~capitalized labor~~computing ~~associated with readying the~~ equipment ~~for service~~, net of $3752,~~872~~273 and $16,641 of accumulated depreciation, all respectively. Depreciation expense for ~~the~~ three ~~and~~ ~~nine~~ months ended ~~September~~March 3031, 2022 and 2021 was $7,~~165~~236 and $~~21,231, respectively, compared to $~~6,~~303 and $10~~978,~~513~~ ~~for the three and nine months ended September 30, 2020, all~~ respectively.

Long-Lived Assets

The Company evaluates the recoverability of its long-lived assets whenever events or changes in circumstances have indicated that an asset may not be recoverable. Long-lived assets are grouped with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows is less than the carrying value of the assets, the assets are written down to the estimated fair value. As of ~~September~~March 3031, ~~2021~~2022, the Company ~~determined~~ determined that its long-lived assets have not been impaired.

Accounts Payable and Accrued Liabilities

Accounts payable consisted of $26,424 and $74,434 of liabilities incurred by the issuer prior to the merger as of ~~each~~March ~~September 30~~31, ~~2021~~2022 and ~~2020~~December 31, 2021, respectively. The remaining accounts payable of $~~108~~99,~~556~~325 and $44,174 as of ~~September~~March 3031, ~~2021~~2022 and December 31, ~~2020~~2021, respectively, consisted of amounts due for professional services and various other general and administrative expenses incurred after the acquisition.

As of ~~December~~March 31, ~~2020,~~2022 ~~accrued liabilities consisted of $1,811 of state~~ and ~~local~~December ~~taxes payable~~31, ~~$1,903 of accrued interest due to a vendor and $45,548 of accrued interest on convertible debt. As of September 30,~~ 2021, accrued liabilities consisted of ~~$104,244~~the ~~of accrued interest on convertible debt and $35,188 for state and local taxes.~~following:

11 SCHEDULE OF ACCRUED LIABILITIES

EDGE DATA SOLUTIONS, INC. (Formerly Southeastern Holdings, Inc.)

	2022		2021
	As of
	March 31,		December 31,
	2022		2021
	(Unaudited)
State and local tax liabilities	$	254,113	$	201,559
Accrued interest		31,563		119,889
Payroll liabilities		108,621		117,976
Reserve for Sales Returns		54,643		-
Accrued expenses		-		6,967
Accrued commissions		29,974		5,553

Total accrued liabilities	$	478,914	$	451,944

EDGE DATA SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

As of ~~September~~March 3031, ~~2021~~2022 (Unaudited) and for the Three Months Then Ended (Unaudited)

Fair Value of Financial Instruments

Financial Accounting Standards Board (“FASB”) guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities inactive markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

The carrying amounts reported in the balance sheets approximate their fair value.

Revenue Recognition

~~The~~Revenue Company recognizes revenue under ASC 606, using the following five-step model, which requires that the Company: (1) identify a contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to performance obligations and (5) recognize revenue as performance obligations are satisfied. The Company’s current and anticipated revenue streams consist of:Recognition

	1.	GPU as a Service – The Company owns and operates high performance servers to provide hardware acceleration for rendering farms to process 3D and video rendering and gaming. In addition, these multi-purpose servers produce revenue from mining when the servers are not processing other jobs to ensure zero idle time and have the ability to run AI and HPC processing as well.
	2.	Hardware sales – The Company resells mobile and immersion-cooled data center solutions and other high-powered computing equipment.

The Company recognizes revenue under ASC 606, using the following five-step model, which requires that the Company: (1) identify a contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to performance obligations and (5) recognize revenue as performance obligations are satisfied. The Company’s revenue activities consist of:

During the three and nine months ended September 30, 2021, the Company recognized $0 and $29,483 of revenue from its customers’ usage of data center credits, respectively. The Company further recognized a deferred revenue liability of $9,478 for prepaid usage credits not yet used by its customers as of September 30, 2021. While the Company plans to continue to generate revenue, there can be no assurances that service lines will generate satisfactory revenue or continue to generate revenue.

1.	Data center infrastructure and equipment sales – The Company resells immersion-cooled data center products, equipment and project management services. Performance obligations include:

	●	Delivery of physical products
	●	Provision of any agreed-upon project management and other services
	●	Conclusion of defined period for any support services

2.	Computing – During the interim period ended March 31, 2021, the Company operated high performance servers to provide hardware acceleration for rendering farms to process 3D video rendering and gaming. In addition, these multi-purpose servers produce revenue from mining when the servers are not processing other jobs to ensure zero idle time and have the ability to run AI and HPC processing as well. The Company’s performance obligation with respect to computing revenue is the provision of specified computing services to the client. The Company did not generate revenue from cloud computing services during the three months ended March 31, 2022.

~~Net~~During ~~hardware sales during~~ the three ~~and nine~~ months ended ~~September~~March 3031, 2022 and 2021, ~~totaled~~the Company recognized $~~144,743~~0 and $~~942~~16,~~173~~774 ~~and~~of ~~had~~revenue ~~associated~~from ~~costs~~its customers’ usage of ~~goods~~computing ~~sold~~credits, with associated costs of $~~105,138~~0 and $~~783~~17,~~888~~650, all respectively. The Company further recognized a deferred revenue liability of $9,478 and $9,478, respectively for prepaid usage credits not yet used by its customers as of March 31, 2022 and December 31, 2021, respectively.

~~The~~As of March 31, 2022 and December 31, 2021, the Company ~~recognizes~~recognized ~~prepayments~~$2,015,554 and ~~for~~$3,197,990, in ~~equipment~~deposits ~~not~~representing ~~yet~~cash ~~delivered~~paid atby ~~the~~customers ~~end~~for ofdata acenter ~~given~~infrastructure ~~period~~products asto abe ~~customer~~delivered ~~deposit~~in ~~liability.~~subsequent Asperiods ofand ~~September~~had 30corresponding deposits with vendors of $1,216,941 and ~~2021~~$2,161,683 for ~~outstanding~~product ~~customer~~to ~~deposit~~be ~~liabilities~~delivered, ~~totaled~~all ~~$391,555~~respectively.

Crypto Assets Held

The crypto assets held by the Company, with no qualifying fair value hedge, are accounted for as intangible assets with indefinite useful lives and are initially measured at cost. Crypto assets accounted for as intangible assets are not amortized, but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the crypto asset at the time its fair value is being measured. Impairment expense is reflected in other operating expense in the consolidated statements of operations. The Company assigns costs to transactions on a first-in, first-out basis.

As of ~~September~~March 3031, ~~2021~~2022 and December 31, ~~2020~~2021, the carrying value of crypto assets held by the Company was $~~187~~3,940 and $13,~~197~~940, respectively.

Cryptocurrency Income

The Company records cryptocurrency generated, net of fees and valuation adjustments, as other income and classifies the cryptocurrency as crypto assets held at cost in its balance sheets. When the company sells its cryptocurrencies, it recognizes a gain or loss for the difference between original cost and the selling price, net of fees. ~~During~~The ~~the three and nine months ended September 30, 2021, the~~ Company ~~recognized $1,234and~~generated ~~$12,025~~no of cryptocurrency ~~mining~~ income and ~~losses~~did ofnot ~~$3,285~~record ~~and~~an ~~$2,807~~impairment loss onduring the ~~sale~~three ofmonths ~~cryptocurrency,~~ended ~~all~~March ~~respectively~~31, 2022.

Stock-Based Compensation

The Company accounts for share-based payments pursuant to ASC 718, “Stock Compensation” and, accordingly, the Company records compensation expense for share-based awards based upon an assessment of the grant date fair value for stock options and restricted stock awards using the Black-Scholes option pricing model.

Stock compensation expense for stock options is recognized over the vesting period of the award or expensed immediately when stock or options are awarded for previous or current service without further recourse.

12Net Income (Loss) per Share

~~EDGE~~The ~~DATA~~Company’s ~~SOLUTIONS~~potentially dilutive securities, ~~INC~~common stock warrants, have been included in the computation of diluted net income per share for the six-month period ended June 30, 2021. ~~(Formerly~~Net ~~Southeastern~~income ~~Holdings~~per share for the six-month period ended June 30, ~~Inc~~2021 was calculated by dividing the net income by the weighted-average number of common shares outstanding for the period determined using the treasury-stock method and the if-converted method.)

Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents.

For the three months ended March 31, 2021, the potentially dilutive securities were excluded from the computation of diluted loss per share as the effect would be to reduce the net loss per common share. Therefore, the weighted-average common stock outstanding used to calculate both basic and diluted net loss per share is the same for these loss periods. The following table sets forth the net income per share computation for the three months ended March 31, 2022:

SCHEDULE OF NET INCOME (LOSS) PER SHARE

	Net Income		Weighted Average Common Shares		Per Share
	(Numerator)		(Denominator		Amount

Three Months Ended March 31, 2022 (Unaudited)
Basic Income Per Share
Income available to common stockholders	$	1,209,791		9,787,605	$	0.12
Diluted Income Per Share
Assumed conversion of Class C preferred shares				7,000,000
Income available to common stockholders (diluted)	$	1,209,791		16,787,605	$	0.07

EDGE DATA SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

As of ~~September~~March 3031, ~~2021~~2022 (Unaudited) and for the Three Months Then Ended (Unaudited)

Income Taxes

The Company is subject to taxation in various jurisdictions and may be subject to examination by various authorities.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company recognizes the amount of taxes payable or refundable for the current year and recognizes deferred tax liabilities and assets for the expected future tax consequences of events and transactions that have been recognized in the Company’s financial statements or tax returns.

NOTE 3: GOING CONCERN

As shown in the accompanying financial statements as of ~~September~~March 3031, ~~2021~~2022, the Company had $~~147~~1,~~261 of cash and $279~~517,~~747 of current assets,~~613 ~~as compared to total current liabilities~~ of $1cash,~~460,404,~~ has incurred substantial operating losses, and had an accumulated deficit of $1,~~901~~129,~~614~~918. Furthermore, the Company’s revenue history is ~~has been~~ limited ~~and unstable~~, and there can be no assurances of future revenues or sufficient profits to fund operations.

Given these factors, the Company ismay ~~dependent~~require on financing from outside parties, and management intends to pursue outside capital through debt and equity vehicles. There is no assurance that these efforts will materialize or be successful or sufficient to fund operations and meet obligations as they come due.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, however, the above conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

NOTE 4: STOCKHOLDERS’ DEFICIENCY

The Company has designated ten million (10,000,000) shares of its preferred stock, par value $0.001 as Class A Preferred Super Majority Voting Stock (“Class A”). The Class A shares have the right to vote upon matters submitted to the holders of common stock, par value $0.0001 of the Company. Class A shares have a vote equal to the number of shares of common stock of the Company which would give the holders of the Class A shares a vote equal to sixty percent (60%) of the common stock. This vote shall be exercised pro-rata by the holders of the Class A. The Company shall have the right to redeem, in its sole and absolute discretion, at any time one (1) year after the date of issuance of such Class A shares, all or any portion of the shares of Class A at a price of one cent ($0.01) per share. On October 4, 2018, the Company issued a total of 7,000,000 Class A shares to its CEO and President (formerly COO) as stock-based compensation for services rendered.

The Company has not currently authorized a Class B designation of Preferred Stock.

1314

EDGE DATA SOLUTIONS, INC. ~~(Formerly Southeastern Holdings, Inc.)~~

NOTES TO FINANCIAL STATEMENTS

As of ~~September~~March 3031, ~~2021~~2022 (Unaudited) and for the Three Months Then Ended (Unaudited)

The Company has designated ten million (10,000,000) shares of its preferred stock, par value $0.001 as Class C Convertible Preferred Non-Voting Stock (“Class C”). ~~Each~~As ~~share~~amended ofand ~~Class~~filed Cwith ~~shall be convertible into one (1) shares of common stock. The holders of Class C shall be entitled to receive~~ the ~~same~~State ~~dividend as the holders~~ of ~~the~~Delaware ~~common~~on ~~stock~~December ~~and~~17, ~~such~~2020, ~~dividend~~each ~~shall be paid pro rata per~~ share on ~~a fully converted basis. The holders~~ of Class C shall ~~have~~be ~~piggyback registration rights. The Company shall have the right to redeem,~~convertible ininto ~~its~~one ~~sole and absolute discretion, at any time after five~~ (51) ~~years,~~share ~~all~~of orcommon ~~any~~stock. ~~portion~~In ofmid-2021, the ~~shares~~State of ~~Class~~Delaware Crejected atthe aDecember ~~price~~17, of2020 ~~five dollars~~amendment, ~~($5.00)~~as ~~per share~~filed. ~~The Class C shares shall be considered to have a junior liquidation preference to Class A shares and a senior dividend preference to Class A shares.~~ On ~~October~~April 413, ~~2018~~ 2022, the Company’s ~~issued~~Board aelected ~~total of 7,000,000 Class C shares~~ to ~~its~~not ~~CEO~~adjust ~~and~~or ~~President (formerly COO) as stock~~re-~~based~~file ~~compensation~~the ~~for services rendered. Subsequently~~amendment, resulting in ~~April 2019,~~ the ~~Company~~Class ~~filed~~C anPreferred ~~amended~~shares ~~and~~retaining ~~restated~~the ~~certificate~~original ofconversion ~~designation,~~rate ~~which~~of ~~restricts~~five ~~the~~(5) ~~CEO~~common ~~and President from converting the 7,000,000~~ shares ~~into~~per ~~common~~Class ~~stock~~C ~~for 36 months from the issuance date~~share.

The ~~following~~holders ~~table~~of ~~sets~~Class ~~forth~~C shall be entitled to receive the same dividend as the holders of the common stock and such dividend shall be paid pro rata per share on a fully converted basis. The holders of Class C shall have piggyback registration rights. The Company’s ~~warrant~~shall ~~activity~~have the ~~through~~right ~~September~~to 30redeem, in its sole and absolute discretion, at any time after five (5) years, all or any portion of the shares of Class C at a price of five dollars ($5.00) per share. The Class C shares shall be considered to have a junior liquidation preference to Class A shares and a senior dividend preference to Class A shares. On October 4, 2018, the Company issued a total of 7,000,000 Class C shares to its CEO and President (formerly COO) as stock-based compensation for services rendered. Subsequently, in April 2019, the Company filed an amended and restated certificate of designation, which restricted the CEO and President from converting the 7,000,000 shares into common stock for 36 months from the issuance date. After October 2021:, this restriction expired, and the CEO and President are free to convert these shares.

~~SCHEDULE~~The following OFtable ~~WARRANT~~sets ~~ACTIVITY~~forth the Company’s warrant activity through March 31, 2022:

	Warrants		Shares Under Warrant		Term		Exercise Price		Remaining Life
Balance, December 31, 2019		-		-
Warrants issued with equity units		627,862		1,255,724		3 years	$	0.50
Balance, December 31, 2020		627,862		1,255,724
No new issuances
Warrant issued with equity units		-		-
Balance, September 30, 2021		627,862		1,255,724

SCHEDULE OF WARRANTS ACTIVITY

Pursuant to a service agreement entered on January 25, 2021, the Company issued 100,000 common shares to OHGODACOMPANY, LLC in exchange for advisory services rendered, resulting in $19,000 of stock-based compensation expense.

	Warrants		Shares Under Warrant		Term		Exercise Price		Remaining Life
Balance, December 31, 2021		627,862		1,255,724

Class B Warrants Issued as part of equity units from debt conversions – February 28, 2022		1,824,751		1,824,751		3 years	$	1.00		35 months

Balance, March 31, 2022 (Unaudited)		2,452,613		3,080,475

InOn February ~~June~~28, ~~2020~~2022, ~~the~~convertible ~~Board~~noteholders ~~authorized~~converted ~~the issuance~~$638,660, consisting of ~~125~~$549,~~000~~500 of ~~common~~outstanding ~~shares~~principal ~~each~~and to$89,160 of ~~the~~accrued ~~CEO~~interest, ~~(Delray~~into ~~Wannemacher)~~1,824,751 equity ~~President~~units, ~~(Daniel~~each consisting ~~Wong~~of (1) ~~and~~one ashare ~~Director~~of ~~(Austin~~the ~~Bosarge)~~Company’s oncommon ~~July~~stock and (1,) ~~2021 and~~Class ~~July~~B 1,Warrant ~~2022~~to ~~for~~purchase ~~services~~one ~~rendered~~share of common stock for $1.00 up ~~Accordingly,~~to three years from the issuance date. The Company ~~accrued~~assigned ~~totals~~a value of ~~375~~$456,~~000~~188, based ~~common~~on ~~shares~~a ~~and~~recent ~~stock-based~~private ~~compensation expense~~transaction ofat $710.25 per share,~~250~~ to the ~~these~~common ~~individuals~~stock ~~during~~and the ~~three~~remaining ~~months~~value ~~ended~~of ~~September~~$182,472 to 30the warrants, ~~2020.~~using the following Black-Scholes inputs:

~~Pursuant to~~● ~~consulting~~Time ~~and advisory agreements, the Company accrued 217,000 common shares due~~ to ~~consultants~~Maturity: ~~and~~3 ~~50,000 common~~years ~~shares~~● toRisk-Free anRate: ~~advisor for~~1.68% ~~services~~● ~~rendered~~Volatility: ~~in September 2021, resulting in compensation expense of $41,230 and $9,500, respectively.~~103%

As of ~~September~~March 3031, ~~2021~~2022, the Company was authorized to issue 150,000,000 shares of common stock. All common stock shares have full dividend and voting rights. However, it is not anticipated that the Company will be declaring dividends in the foreseeable future.

As of ~~September~~March 3031, ~~2021~~2022, the Company had 9 10,~~063~~983,~~079~~832 common shares outstanding.

As of ~~September~~March 3031, ~~2021~~2022, 7,000,000 shares of Class A Preferred Stock and 7,000,000 shares of Class C Preferred Stock were issued and outstanding.

NOTE 5: RELATED PARTY TRANSACTIONS

During the ~~nine~~three months ended ~~September~~March 3031, ~~2021~~2022, the Company ~~paid~~recognized ~~out~~compensation ~~previously~~expense ~~accrued~~totaling ~~consulting fees payable to the CEO and President of~~ $5286,~~000~~ 250 and $30305,~~000, respectively, and paid $120,335 and $85,000 of current compensation~~ 501 to ~~the~~its CEO and President, respectively~~. The Company does not currently have consulting or employment agreements with these individuals~~, and ~~as a result~~$36, ~~these fees may fluctuate from time~~500 to ~~time.~~Synergia ~~While~~CPA, ~~the~~LLC ~~Company believes these individuals were appropriately classified as contractors~~ and ~~has~~$3,500 ~~accordingly~~to ~~neither paid nor~~Synergia ~~accrued~~Technology ~~payroll~~Services, ~~taxes~~LLC, ~~these~~both ~~payments~~entities ~~may~~fully ~~result~~owned inand ~~future~~controlled ~~tax~~by ~~liabilities should~~ the ~~Internal Revenue Service deem these individuals to be employees. As of September 30~~CFO, ~~2021,~~for ~~the~~contract ~~Company~~CFO ~~owed~~and $0other offinance ~~outstanding~~and ~~compensation~~IT services furnished to ~~the CEO and COO~~Edge.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2021~~2022, the Company’s CEO, President and ~~President~~CFO paid expenses on behalf of the Company totaling $5520,~~534~~634, $11,007 and $412,~~648~~921, and the Company repaid $~~107~~20,~~044~~ 778, $17,162 and $414,~~648~~ 217 of related party advances, including previous amounts advanced to the company, all respectively. Of amounts repaid, $1,297 pertained to accounts payable due to Synergia Technology Services, LLC. As of ~~September~~March 3031, ~~2021~~2022, the Company was indebted to the CEO for $03,014, the ~~and~~President tofor $2,655 and the ~~President~~CFO for $0, all respectively, for expenses paid on behalf of the company.

1415

EDGE DATA SOLUTIONS, INC. ~~(Formerly Southeastern Holdings, Inc.)~~

NOTES TO FINANCIAL STATEMENTS

As of ~~September~~March 3031, ~~2021~~2022 (Unaudited) and for the Three Months Then Ended (Unaudited)

NOTE 6: CONVERTIBLE NOTES

AsOn ofFebruary ~~September~~15, 302022, ~~2021~~the ~~and~~Company ~~December~~repaid ~~31,~~the ~~2020,~~entire ~~the~~outstanding ~~Company~~balance ~~owed~~of $~~720~~118,~~000~~725 ~~and~~on a convertible note, consisting of $~~720~~100,000 onoriginal principal ~~outstanding~~and ~~convertible notes~~$18,725 ~~respectively~~of accrued interest.

On February 328, ~~2021~~2022, ~~the~~convertible ~~Company~~debtholders ~~extended~~converted ~~its~~a ~~convertible~~total ~~note~~of ~~for~~ $~~100~~638,~~000~~660, ~~with~~consisting ~~Clearvoyance~~of ~~Ventures.~~$549,500 ~~The~~of ~~original~~amended ~~note~~principal ~~matured~~and on$89,160 ~~November~~of 26accrued interest, ~~2020~~into ~~and~~1,824,751 ~~bore~~equity ~~interest~~units at ~~10%.~~a ~~According~~rate toof ~~the~~$0.35 ~~amended~~per ~~terms,~~unit. ~~the~~Each ~~note~~unit ~~will~~consists ~~mature~~of onone ~~February~~(1) 3,share ~~2022~~of Common Stock and ~~accrue~~one (1) ~~interest~~Class atB ~~15%~~Warrant. ~~The~~ ~~note~~Holders ~~continues~~of toClass ~~have~~B aWarrants ~~conversion~~are ~~feature,~~entitled ~~under~~to ~~which~~purchase ~~principal~~one ~~and~~(1) ~~accrued~~share ~~interest~~of ~~would~~Common ~~convert~~Stock at ~~70%~~a ofstrike ~~the~~price ~~stock~~of ~~price~~$1.00 ~~upon~~within ~~closing~~three ~~any~~years ~~offering resulting in aggregate financing~~ of atthe ~~least~~issuance ~~$1,000,000~~date.

The Company evaluated the convertible notes in light of ASC 470 and determined that a beneficial conversion feature exists. However, given the contingent nature of the holder’s option and the lack of a market for the Company’s stock, the Company concluded that such a feature is not currently ascertainable and allocated the full principal amount to the convertible note liability.

~~During~~As ~~the~~of ~~three~~March ~~and~~31, ~~nine~~2022 ~~months~~and ~~ended~~December ~~September 30~~31, 2021, the Company ~~recognized~~owed $20100,~~289~~000 and $60749,~~209~~500 ofin ~~interest~~outstanding ~~expense~~principal on convertible ~~debt~~notes, respectively. AsThe ofCompany ~~September~~is ~~30,~~currently ~~2021~~in ~~and~~default ~~December~~on 31the $100,000 ~~2020~~note, ~~outstanding~~but ~~accrued~~it ~~interest~~is onworking ~~convertible~~with ~~debt~~the ~~totaled~~noteholder ~~$104,244~~to ~~and~~resolve ~~$43,738,~~the ~~respectively~~default.

~~NOTE~~During 7:the ~~SIGNIFICANT~~three ~~AGREEMENTS~~months ended March 31, 2022, the Company recognized $19,872 of interest expense on convertible debt. As of March 31, 2022 and December 31, 2021, outstanding accrued interest on convertible debt totaled $31,563 and $149,389, respectively.

~~On March 17, 2021, the Company entered into a~~NOTE ~~joint~~7: ~~marketing agreement with RoviSys Building Technologies~~CONCENTRATIONS, ~~LLC~~COMMITMENTS ~~(“RoviSys”),~~AND ~~under which it will comarket its mobile and immersion-cooled data center solutions and other related services. The agreement grants a license to RoviSys to market the Company’s products.~~CONTINGENCIES

During the three months ended March 31, 2022, one customer comprised 92% of data center solutions revenues:

●

Customer A: 92%

Two vendors also comprised 91% of the Company’s data center equipment and infrastructure purchases:

	●	Vendor A: 66%
	●	Vendor B: 25%

The loss of or disruption to the Company’s relationships with these customers or vendors may be detrimental to the Company’s operations. Management has determined that no other significant concentrations, commitments, or contingencies existed as of March 31, 2022.

NOTE 8: FINANCE LEASE

On March 27, 2020, the Company entered into a 36-month lease for data center equipment. Terms of the lease call for 36 monthly payments of $1,292, with the first payment due at inception, together with a $7,753 security deposit, $3,140 of sales tax and a $500 origination fee, for a total of $12,685 due up front. The Company paid the $12,685 on March 27, 2020.

The Company evaluated the lease in light of ASC 842 and determined that it was a long-term finance lease, since (a) the lease term is for the major part of the remaining economic life of the underlying asset and (b) the present value of the sum of lease payments equals or substantially exceeds the fair value of the underlying asset. At lease inception, the Company recognized a right of use asset for $38,895, prepaid tax of $3,140 and a lease liability of $38,895. The Company will ratably amortize the right of use asset and prepaid tax to lease expense over the lease’s life. Based on the present value, term and payment schedule, the Company determined the lease’s implicit rate to be 12.55% and will record interest expense accordingly over the life of the lease.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2021~~2022, the Company paid a total of $113,~~629~~876, including $63,~~055~~385 of principal and $~~2,405~~491 of interest, to the lessor and recognized $3,241 of lease expense for the three months ended ~~September~~March 3031, ~~2021~~2022.

1516

EDGE DATA SOLUTIONS, INC. ~~(Formerly Southeastern Holdings, Inc.)~~

NOTES TO FINANCIAL STATEMENTS

As of ~~September~~March 3031, ~~2021~~2022 (Unaudited) and for the Three Months Then Ended (Unaudited)

As of ~~September~~March 3031, ~~2021~~2022, lease-related assets and liabilities consisted of:

Assets
Prepaid expense	$	1,~~830~~047
Right of use asset - finance lease		2212,~~688~~965
Security deposit		7,753
Total lease-related assets	$	3221,~~271~~765
Liabilities
Lease liability - finance, current portion	$	1613,~~099~~371
Lease liability - finance, non-current portion		~~10,277~~-
Total lease-related liabilities	$	2613,~~376~~371

Future maturities of the lease liability are as follows:

2021	$	9,646
2022 (Q2-Q4)	$	10,828
2022		14,186
2023		2,543
Total future maturities	$	2613,~~376~~371

~~NOTE 9: CUSTOMER DEPOSIT LIABILITY~~17

AsEDGE ~~discussed~~DATA ~~in Note 2~~SOLUTIONS, ~~during the three months ended September 30, 2021, the Company collected $391,555 for orders of its data center hardware solutions that were not yet fulfilled as of September 30, 2021~~INC. ~~Accordingly, the Company recognized a deposit liability of $391,555 as of September 30, 2021 and will release the liability to revenue during the period in which the orders are delivered.~~

NOTE 10: CONCENTRATIONS, COMMITMENTS AND CONTINGENCIES

During the three months ended September 30, 2021, one customer comprised 96% of delivered hardware sales, and the loss of this or another significant customer would be detrimental to the Company’s sales. Management has determined that no other significant concentrations, commitments, or contingencies existed as of September 30, 2021.

EDGE DATA SOLUTIONS, INC. (Formerly Southeastern Holdings, Inc.)

NOTES TO FINANCIAL STATEMENTS

As of ~~September~~March 3031, ~~2021~~2022 (Unaudited) and for the Three Months Then Ended (Unaudited)

NOTE 9: SIGNIFICANT AGREEMENTS

On December 2, 2021, the Company entered into an agreement with a customer, under which Edge will supply data center equipment and related components, along with optional project management services.

The total sale price of $9,074,100 and applicable sales taxes was receivable on the following schedule:

	●	$2,990,564 due upon execution.
	●	$2,840,564 plus applicable sales tax, due 30 days from execution.
	●	$3,787,418 due prior to final shipment of the equipment.

In March 2022, the total amount of the contract was reduced by $86,347 as a result of a change order.

Delivery commitments under this agreement range from 3-19 weeks from the date of execution, and the agreement provides for penalties paid by Company of $5,000 for each day in the event deliveries are ten or more days late and penalties of $10,000 per day after fifteen days past the estimated delivery date. Certain portions of the equipment have been delivered beyond the original 19-week window due to unforeseen customer-imposed, logistics and collections delays. Due to the totality of circumstances behind the delays, management believes that Edge will not realize any penalties. However, in the event the Company does incur penalties, management estimates the Company’s exposure to such penalties could range from $290,000 to $360,000, as of the date of this filing.

Under this agreement, Edge warrants that the failure rate for miners in the liquid immersion-cooling system will not materially exceed that of miners in an air-cooled system. In the event that the cause of miner failures within three years of the date of delivery is proximally linked to the liquid immersion cooling systems, Edge is liable to the Customer for liquidated damages equal to the purchase price less accumulated depreciation to date based on a five-year schedule. Management is currently evaluating estimates and any accounting impacts to future periods of this arrangement.

Through the date of this filing, the Company has collected $8,360,508, and the Company currently estimates that delivery of the equipment will conclude in May 2022.

NOTE 10: INVESTMENTS IN PROSPECTIVE JOINT VENTURES

From January through March 2022, the Company made total payments of $101,428 for data center related equipment and labor and installation costs for data center construction in progress for the following two sites:

	●	Site A (Colorado Springs, Colorado) - $72,741
	●	Site B (Carlsbad, California) - $28,687

Terms of the ventures have not yet been formalized, but management anticipates that assets from the ventures will be rolled into legal entities, with Edge holding approximately 50% in ownership interests and participate at approximately 50% of profits and losses from the resulting entities. The parties have informally agreed to contribute 50% of the costs toward bringing the sites live. Edge anticipates that these sites will be used for new product rollouts and research and development.

Given the prospective ownership interest and degree of control, management believes these joint ventures fall under the scope of ASC 323 and should be accounted for as equity method investments. As a result, Edge has accounted for amounts invested at cost and will adjust the investments for distributions and any impairment in future periods and account for Edge’s share of any profits and losses in the Statement of Operations.

During the three months ended March 31, 2022, neither of the ventures recorded profits or losses and there were no distributions, as the sites were not yet in service. Furthermore, management concluded that the investments were not impaired as of March 31, 2022. As of March 31, 2022, these investments totaled $101,428.

NOTE 11: RECENT ACCOUNTING PRONOUNCEMENTS

Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

NOTE 12: SUBSEQUENT EVENTS

On April ~~December~~4, 22022, ~~2021~~ in connection with an employment agreement, the Company ~~issued~~agreed 96to issue 50,000 ~~additional~~fully vested common shares and 200,000 options to apurchase ~~consultancy~~common ~~group~~stock ~~for~~at ~~services~~$1.00 ~~rendered~~per share, vesting ratably over 24 months.

~~Management~~On ~~has~~April ~~evaluated~~5, ~~significant~~2022, ~~subsequent~~the ~~events~~Company ~~through~~entered ~~the~~into ~~date~~an ~~these~~agreement ~~financial~~with ~~statements~~NewStar ~~were~~Media, ~~available~~LLC (“NewStar”) under which NewStar will provide public relations services to bethe ~~issued~~Company. Under the agreement, the Company paid a one-time conference management fee of $17,500 and ~~has~~will ~~identified~~pay a monthly retainer of $12,500, nowith ~~significant~~the ~~events~~first ~~requiring~~and last month’s retainer due on April 8, 2022. On May 12, 2022, the Company further ~~disclosure~~engaged NewStar to perform website-related work for $60,000, with three payments of $20,000 each due based on project milestones over the 45-day duration of the project.

17On April 21, 2022, the Company entered into a consulting agreement with Greengate Consulting, LLC (“Greengate”) under which Greengate will provide management, engineering, real estate and other services relevant to Edge’s business for a retainer of $16,000 per month. In connection with this agreement, the Company also appointed Ismael Fernandez, Greengate’s owner, as Chairman of the Company’s Advisory Board for additional compensation of $2,500 per month and the issuance of 100,000 fully vested shares of Edge’s common stock.

On May 13, 2022, the Company entered into a Letter of Intent with SouthStar Financial, LLC (“SouthStar”) to provide purchase order financing. Upon closing, the financing arrangement will provide a total advance line of $2,500,000, under the following terms:

	●	Accounts receivable financing: Up to 80% of accounts receivable may be financed at a rate of 1.65% for first 25-day period, 0.95% for every 15-day period thereafter;
	●	Purchase order financing: Fee of 2.25% for every 15-day period an invoice is financed;
	●	Collateral: SouthStar will have a first security interest in all of the Company’s accounts receivable and a blanket interest in the other assets of the Company for amounts financed;
	●	Other fees: 0.25% is applied to the face amount of each advance as credit insurance;
	●	Financial Covenants: The Company is required to submit monthly financial statements and other pertinent financial information ten (10) days after the close of the prior month.

Management has evaluated significant subsequent events through the date these financial statements were available to be issued and has identified no other significant events requiring further disclosure.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties and are based on the beliefs and assumptions of management and information currently available to management. The use of words such as “believes”, “expects”, “anticipates”, “intends”, “plans”, “estimates”, “should”, “likely” or similar expressions, indicates a forward-looking statement. In connection with, and because we desire to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on our behalf. We disclaim any obligation to update forward-looking statements.

The identification in this report of factors that may affect our future performance and the accuracy of forward-looking statements is meant to be illustrative and by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

1819

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

The following discussion should be read in conjunction with our unaudited financial statements and notes thereto included herein.

General

~~EDGE~~History ~~DATA SOLUTIONS, INC. (the “Company”), formerly Blockchain Holdings Capital Ventures, Inc. (formerly Southeastern Holdings, Inc., formerly Safe Lane Systems, Inc.) was incorporated in the State~~ of Colorado on September 10, 2013. Safe Lane Systems, Inc. redomiciled to become a Delaware holding corporation in September of 2016. On September 22, 2016, Safe Lane Systems, Inc. formed two wholly owned subsidiaries, SLS Industrial, Inc and Southeastern Holdings, Inc. (both Delaware corporations) and on September 30, 2016 completed a merger and reorganization in which Southeastern Holdings, Inc. (now Edge Data Solutions, Inc.~~) became the holding company. On December 1~~, ~~2016,~~a ~~the~~Delaware ~~Company spun off its wholly owned subsidiary, SLS Industrial, Inc., along with its assets and liabilities, leaving Southeastern Holdings, Inc. as the only surviving entity.~~Corporation

OnEDGE ~~August~~DATA 23SOLUTIONS, ~~2018,~~INC. (the “Company ~~entered into a Bill of Sale and Assignment and Assumption Agreement with Blockchain Holdings~~”, ~~LLC (~~“~~Blockchain~~Edge”)~~, pursuant~~ towas ~~which~~incorporated ~~the Company purchased all of the assets of Blockchain which are used~~ in the ~~business~~State of ~~sourcing~~Delaware ~~of blockchain mining~~on ~~equipment~~September ~~from~~22, ~~various~~2016 ~~suppliers~~and ~~for~~commenced ~~their~~its ~~customers~~current ~~and~~operations ~~also~~after ~~providing~~its ~~management~~reverse ofacquisition ~~the~~on ~~equipment~~August ~~hosted~~23, ~~mining~~2018. ~~pools~~Extended ~~and~~discussion ~~tech work~~of onEdge’s ~~such~~corporate ~~equipment.~~history, ~~The~~including ~~Company~~predecessor ~~issued~~entities ~~300,000,000~~and ~~(equivalent to 3~~affiliates,~~000,000~~ ~~after~~is ~~the~~incorporated ~~reverse~~by ~~split)~~reference ~~shares~~in ofthe ~~its common stock, par value~~Company’s ~~$.0001~~Form to10-K ~~the~~filed ~~members~~on ofApril ~~Blockchain~~1, ~~in exchange for the assets of Blockchain~~2022.

OnBusiness ~~August 30, 2018 the Company changed its name to Blockchain Holdings Capital Ventures, Inc.~~Description

OnEdge ~~January~~Data 13Solutions, ~~2020,~~Inc. (the “Company,” ~~changed~~“Edge”), ~~its~~a ~~name~~Delaware Corporation, believes it is poised to ~~Edge~~be ~~Data~~an ~~Solutions~~industry-leading edge data center, ~~Inc~~cryptocurrency mining and cloud infrastructure provider. Edge’s unique Edge Performance Platform (EPP) brings sustainable next-generation immersion-cooled high-performance computing to where it is needed most.

~~Edge~~Compared ~~Data Solutions, Inc. (EDSI) is poised~~ to ~~be an industry~~air-~~leading~~cooled ~~edge~~solutions, ~~data center and cloud infrastructure provider. EDSI~~Edge’s ~~proprietary Edge Performance Platform (~~EPP) allows us to deploy next-generation edge data centers where they are needed most. EDSI’s data centers provide next-generation immersion Cooling technology that improves performance, reduces energy costs and latency. Key industries we serve more computing power are fintech, cloud gaming, telecom 5G, 3D/video/AI rendering, video streaming, remote desktop, IoT, autonomous vehicles. Centralized infrastructure facilities servicing multiple geographical areas encounter many issues with data latency, congestion and weak network connections. To address this, data processing is moving closer to the customer. EDSI offers ~~green,~~reduced ~~low-cost,~~carbon secure colocation and private data hosting to meet this demand for Edge data centers. EDSI plans to deploy to strategic locations based on demand for Tier 2 and Tier 3 cities outside the major metropolitans to underserved markets, supporting both edge customers and areas of projected growth. With the rise and proliferation of this technology adoption we plan to solidify our footprint ~~by securing multiple locations across the US, while generating revenue from our operations. The modular design~~ and ~~ability~~increased toROI ~~add additional data centers as needed, preserves up front capital allowing for rapid deployment and scalability as business demand increases.~~through:

19● Energy Efficiency – Environmentally friendly, lower PuE, lower operating costs ● Scalability – Easy, rapid and flexible deployment ● High-density – More computing power in a much smaller footprint ● Reduced CapEx – Longer equipment life, efficient structure ● Boosted Computing Power – Highly conducive environment for optimization without stressing equipment

~~The~~EPP ~~accompanying~~serves ~~financial~~efficient ~~statements~~next-generation ~~have~~immersion-cooled ~~been~~computing ~~prepared~~power ~~assuming~~for ~~that the Company will continue as~~ a ~~going~~variety ~~concern.~~of ~~However~~applications, ~~the~~including ~~above~~sustainable ~~conditions~~cryptocurrency ~~raise~~mining, ~~substantial~~edge ~~doubt about the Company’s ability to do so~~computing. ~~New~~Long-term, ~~business~~opting ~~opportunities~~for ~~may~~EPP ~~never~~significantly ~~emerge~~reduces investment, and wecertain ~~may~~edge ~~not~~computing beapplications ~~able~~require less toup-front ~~sufficiently fund the pursuit of new business opportunities should they arise~~investment.

AsIndustries ofthat ~~September~~will ~~30,~~benefit ~~2021,~~from welow-latency ~~had~~technology ~~approximately~~with ~~$147,261~~a oflower ~~cash~~carbon onfootprint ~~hand.~~include ~~Our~~cryptocurrency ~~current monthly cash burn rate is approximately $35~~mining,~~000,~~ ~~and it~~public ~~is expected that burn rate will continue~~ and isprivate ~~expected~~cloud ~~to continue at $35~~providers,~~000 until significant additional capital is raised and~~ ~~our~~data ~~marketing~~centers, ~~plan~~high-performance iscomputing ~~executed.~~providers, ~~Our~~virtual ~~trade~~desktop ~~creditors~~infrastructure ~~may~~providers, ~~call debts at any time~~telecom, cybersecurity and ~~our~~disaster ~~cash reserves would not be sufficient to satisfy~~recovery ~~all~~providers, ~~balances.~~streaming Weproviders, ~~are~~artificial ~~currently~~intelligence ~~dependent~~innovators, oncolleges, ~~minimal~~hospitals, ~~expenses to be covered by a loan or other cash infusion from the Company’s CEO and Director Delray Wannamaker~~governments, and ~~President~~enterprise ~~and~~blockchain ~~Director, Daniel Wong. There is no guarantee that this cash infusion will continue~~infrastructure ~~to be made~~providers.

Operating results for the three months ended September 30, 2021 and 2020:

During the three months ended September 30, 2021, the Company generated revenues of $144,733 from operations, compared to $14,317 for the three months ended September 30, 2020, an increase of $130,416 or 911%. This increase is a result of the sale of data center hardware solutions. The Company anticipates future revenue from its current efforts, but there can be no assurances that such efforts will be successful.

For the three months ended September 30, 2021, costs of net revenues were $110,516, compared to $0 for the three months ended September 30, 2020, for an increase of 100%. The change is a result of direct costs associated with the Company’s data center sales.

As a result of the changes in revenues and cost of net revenues discussed above, the Company’s gross margin was $34,217 and $14,317 for the three months ended September 30, 2021 and 2020, respectively.

For the three months ended September 30, 2021, selling, general and administrative expenses were $80,547, as compared to $52,343 during the three months ended September 30, 2020, an increase of $28,204, or 54%. The increase in these expenses was attributable to increased legal, accounting and other professional fees associated with operations.

The Company recognized stock-based compensation expense of $121,980 for the three months ended September 30, 2021, as compared to $218,500 for the three months ended September 30, 2020, for a decrease of $96,520, or 44%. This decrease resulted from lower stock-based compensation commitments, as the Company entered fewer consulting and advisory agreements in 2021, as compared to significant agreements to issue shares in 2020.

During the three months ended September 30, 2021, the Company recognized $7,165 of depreciation expense, as compared to $6,303, for an increase of $862 or 14%, during the three months ended September 30, 2020, as a result of added equipment during the later periods of 2020 and during 2021.

During the three months ended September 30, 2021, the Company recognized $22,921 of interest expense, as compared to $17,955 for the three months ended September 30, 2020. The increase of $4,966, or 28%, is primarily attributable to the accrual of interest on convertible debt issuances near the end of 2020 to fund operations.

The Company also generated cryptocurrency mining income of $1,234 and a loss of $3,285 on the sale of cryptocurrency during the three months ended September 30, 2021, as compared to $716 and $0, respectively during the three months ended September 30, 2020. The change was a result of the use of excess data center capacity after the Company built out its data centers during 2020 and cryptocurrency market fluctuations.

AsThe aaccompanying ~~result~~financial ofstatements ~~the~~have ~~changes~~been inprepared ~~operating~~assuming ~~expenses~~that ~~and other expenses,~~ the Company ~~generated~~will acontinue ~~net~~as ~~loss~~a ofgoing ~~$288~~concern. However,~~282~~ ~~for~~ the ~~three~~above ~~months~~conditions ~~ended~~raise ~~September~~substantial ~~30,~~doubt ~~2021,~~about asthe ~~compared~~Company’s ability to ado ~~net~~so. ~~loss~~New ofbusiness ~~$295~~opportunities may never emerge,~~103~~ ~~for~~and ~~the~~we ~~three~~may ~~months~~not ~~ended~~be ~~September~~able to ~~30,~~sufficiently ~~2020,~~fund athe ~~change~~pursuit of ~~$6,821, or~~new 2%business opportunities should they arise.

As of March 31, 2022, we had approximately $1,517,613 of cash on hand. Currently, cash required to sustain core operations each month is $225,000, excluding one-time expenses, and we anticipate that cash requirement will significantly increase over the next twelve months. We have few customers and are highly dependent on revenue growth and may require significant additional capital to continue to execute on our business plan. Any lack of sufficiently profitable sales, changes in market conditions, or difficulty obtaining capital could be detrimental to operations and our efforts to execute on the business plan.

Operating results for the three months ended March 31, 2022 and 2021:

During the three months ended March 31, 2022, the Company generated revenues of $6,593,030 from operations, compared to $50,843 for the three months ended March 31, 2021, an increase of $6,542,187 or 12,867%. This increase is a result of the sale of data center solutions. The Company anticipates future revenue from its current efforts, but there can be no assurances that such efforts will be successful.

For the three months ended March 31, 2022, costs of net revenues were $4,498,466, compared to $36,935 for the three months ended March 31, 2021, for an increase of $4,461,531, or 12,079%. The change is a result of direct costs associated with the Company’s data center sales.

As a result of the changes in revenues and cost of net revenues discussed above, the Company’s gross profit was $2,094,564 and $13,908, an increase of $2,080,656 or 14,960%, for the three months ended March 31, 2022 and 2021, respectively.

For the three months ended March 31, 2022, selling, general and administrative expenses were $224,841, as compared to $47,699 during the three months ended March 31, 2021, an increase of $177,142, or 371%. The increase in these expenses was attributable to increased costs to support significantly increased operations.

The Company recognized stock-based compensation expense of $0 for the three months ended March 31, 2022, as compared to $19,000 for the three months ended March 31, 2021, for a decrease of $19,000, or 100%. This decrease resulted from the Company entering no new agreements that included stock-based compensation during the three months ended March 31, 2022.

During the three months ended March 31, 2022, the Company recognized $7,236 of depreciation expense, as compared to $6,978, for an increase of $258 or 4%, during the three months ended March 31, 2021, as a result of additional purchases of computing equipment.

During the three months ended March 31, 2022, the Company recognized $20,945 of interest expense, as compared to $27,085 for the three months ended March 31, 2021. The decrease of $6,140, or 23%, is a result of the repayment of $100,000 and conversion of $549,500 of convertible debt in February 2022.

The Company also generated cryptocurrency mining income of $0 and a loss of $0 on the sale of cryptocurrency during the three months ended March 31, 2022, as compared to $4,747 and $59, respectively during the three months ended March 31, 2021. The change was a result of the Company not mining cryptocurrency during the three months ended March 31, 2021.

As a result of the changes in operating expenses and other expenses, the Company generated net income of $1,209,791 for the three months ended March 31, 2022, as compared to a net loss of $122,871 for the three months ended March 31, 2021, a change of $1,332,662, or 1,085%.

The future trends of all expenses are expected to be primarily driven by the Company’s ability to execute its business plans. Furthermore, the Company’s ability to continue to fund operating expenses will depend on its ability to raise capital, continue to generate revenue and experience revenue growth. There can be no assurance that the Company will be successful in doing so.

Operating results for the nine months ended September 30, 2021 and 2020:

During the nine months ended September 30, 2021, the Company generated revenues of $971,656 from operations, compared to $20,624 for the nine months ended September 30, 2020, an increase of $951,032 or 46,113%. This increase is a result of (i) customers purchasing and consuming data center credits for use of the Company’s computing equipment and (ii) the sale of data center hardware solutions. The Company anticipates future revenue from its current efforts, but there can be no assurances that such efforts will be successful.

For the nine months ended September 30, 2021, costs of net revenues were $793,394, compared to $0 for the nine months ended September 30, 2020, for an increase of 100%. The change is primarily a result of direct costs associated with the Company’s hardware sales.

As a result of the changes in revenues and cost of net revenues discussed above, the Company’s gross margin was $178,262 and $20,624 for the nine months ended September 30, 2021 and 2020, respectively.

For the nine months ended September 30, 2021, selling, general and administrative expenses were $237,648, compared to $185,331 during the nine months ended September 30, 2020, an increase of $52,317, or 29%. The increase in these expenses was attributable to increased legal, accounting and other professional fees associated with operations.

The Company recognized stock-based compensation expense of $140,980 for the nine months ended September 30, 2021, as compared to $381,900 for the nine months ended September 30, 2020, for a decrease of $240,920, or 63%. This decrease was attributable to timing of significant compensation issuances in 2020, as compared to fewer grants in 2021.

During the nine months ended September 30, 2021, the Company recognized $21,231 of depreciation expense, as compared to $10,513, for an increase of $9,282 or 89%, during the nine months ended September 30, 2020, as a result of added equipment during the later periods of 2020 and during 2021.

During the nine months ended September 30, 2021, the Company recognized $73,266 of interest expense, as compared to $42,064 for the nine months ended September 30, 2020. The increase of $31,202, or 74%, is primarily attributable to the accrual of interest on significant new convertible debt issuances to fund operations throughout 2020.

The Company also generated cryptocurrency mining income of $12,025 and a loss of $3,285 on the sale of cryptocurrency during the nine months ended September 30, 2021, as compared to $716 and $0, respectively during the nine months ended September 30, 2020. The change was a result of the use of excess data center capacity after the Company built out its data centers during 2020 and cryptocurrency market fluctuations.

As a result of the changes in operating expenses and other expenses, the Company incurred a net loss of $490,980 for the nine months ended September 30, 2021, compared to a net loss of $698,253 for the nine months ended September 30, 2020, a change of $207,273, or 30%.

Liquidity and Capital Resources

The Company’s cash position at ~~September~~March 3031, ~~2021~~2022 increased by $66686,~~893~~404 to $~~147~~1,~~261~~517,613, as compared to a balance of $80831,~~368~~209, as of December 31, ~~2020~~2021. The ~~decrease~~increase in cash for the ~~nine~~three months ended ~~September~~March 3031, ~~2021~~2022 was attributable to net cash provided by operating activities of $~~119~~915,~~056~~484, $1118,~~152~~905 of net cash used in investing activities, and net cash used in financing activities of $51110,~~011~~175.

As of ~~September~~March 3031, ~~2021~~2022, the Company had ~~a deficit in~~ working capital of $1143,~~180~~658,~~657,~~ compared to a deficit in working capital of $~~849~~1,~~989~~ 593,822 at December 31, ~~2020~~2021, representing aan ~~decrease~~increase in working capital of $~~330~~1,~~668~~737,480, which was largely attributable to ~~the~~sales-related ~~use of~~ cash ~~in operations,~~inflows ~~amortization~~and ofrepayments ~~prepaid~~and ~~expenses,~~conversions ~~customer~~of ~~deposits,~~outstanding ~~finance lease-related liabilities, deferred revenue and~~ short-term convertible ~~debt~~notes.

2122

Net cash provided by operating activities of $~~119~~915,~~056~~484 during the ~~nine~~three months ended ~~September~~March 3031, ~~2021~~2022, as compared to net cash of $~~315~~453,~~956~~613 provided ~~used~~by in operating activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021, was primarily attributable to apayments ~~significant~~related ~~net~~to ~~loss, which was offset by customer deposits, stock-based compensation, write-off of acquisition deposits and increases in accounts payable and increased by payment of accrued liabilities~~sales.

Net cash used in investing activities ~~was~~of $1118,~~152~~905 for the ~~nine~~three months ended ~~September~~March 3031,2022, ~~2021~~as ~~decreased~~compared byto $~~139~~1,~~906~~152 ~~from $141,058~~ of cash used by investing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2020.~~2021, ~~This~~was is attributable to the Company acquiring less data center equipment in 2021 and payments ~~advancing~~made ~~funds~~related ~~pertaining~~ to a prospective ~~acquisition~~joint inventures for two data center sites at which the ~~prior~~Company ~~period~~plans to perform research and development and roll out cloud services.

Net cash used in financing activities was $51110,~~011~~175 during the ~~nine~~three months ended ~~September~~March 3031, ~~2021~~2022, as compared to net cash ~~provided~~used byin financing activities of $~~506~~42,~~110~~105 during the ~~nine~~three months ended ~~September~~March 3031, ~~2020.~~2021, ~~The difference~~ was primarily a result of ~~changes~~the inrepayment ~~finance lease assets and liabilities, net repayments~~ of ~~related~~a ~~party advances, and no new~~ convertible ~~debt issued in 2021~~note.

As reported in the accompanying consolidated financial statements, for the ~~nine~~three months ended ~~September~~March 3031, ~~2021~~2022 and ~~2020~~2021, the Company ~~incurred~~generated net ~~losses~~income of $~~373~~1,~~750 and $698~~209,~~253,~~791 ~~respectively. The Company produced revenues during the nine months ended September 30, 2021~~ and ~~limited~~ ~~revenue~~incurred ~~during~~a ~~the~~net ~~nine~~loss ~~months~~of ~~ended September 30~~$122,871, ~~2020~~respectively. The Company’s ability to continue as a going concern is dependent upon its ability to continue to generate sufficiently profitable revenue, ~~reach~~and ~~consistent~~its ~~profitability~~ability ~~and~~to raise ~~additional~~ capital. Toin ~~date,~~ the ~~Company has raised funds~~ ~~from~~event ~~related~~it ~~party~~does ~~advances,~~not ~~convertible~~generate ~~debt, subscriptions to equity units, and the sale of common stock to its former CEO~~revenue. It intends to finance its future operating activities and its near-term working capital needs through the sale of immersion-cooled data center ~~hardware~~ solutions and ~~future~~through ~~convertible~~additional ~~debt financings or stock subscriptions~~capital. The sale of equity and entry into other future financing ~~arrangements~~ arrangements may result in dilution to stockholders and those securities may have rights senior to those of common shares. If the Company raises additional funds through the issuance of convertible notes or other debt financing, these activities or other debt could contain covenants that would restrict the Company’s operations. Any other third-party funding arrangements could require the Company to relinquish valuable rights. The Company will require additional capital beyond its currently anticipated needs. Additional capital, if available, may not be available on reasonable terms or at all.

While the Company has generated revenues, itits ~~has~~revenues ~~not~~are ~~generated~~currently ~~substantial~~comprised ~~revenues~~of orfew ~~profits~~customers, ~~from~~and the loss of any significant customer could be detrimental to its ~~current~~ability ~~operations~~to execute on its business plan. The Company expects to continue to ~~incur~~generate ~~operating~~sufficiently ~~losses~~profitable asrevenues, but itthere ~~incurs~~can ~~professional~~be ~~fees~~no ~~and~~assurance ~~other~~that ~~expenses~~it ~~related~~will tobe ~~implementing~~successful ~~its~~in ~~business~~these ~~plan~~efforts. The future trends of all expenses are expected to be primarily driven by the Company’s ability to execute its business plans and continue to generate revenue. Furthermore, the Company’s ability to continue to fund operating expenses will depend on its ability to ~~raise capital and~~ generate sufficient revenues. and raise any necessary capital. There can be no assurance that the Company will be successful in doing so.

Financial Condition

The Company’s total assets as of ~~September~~March 3031, ~~2021~~2022 and December 31, ~~2020~~2021 were $~~354~~3,~~361~~065,028 and $~~241~~3,~~831~~095,177, respectively, representing an ~~increase~~a decrease of $~~112~~30,~~530~~149, or 471%. Total liabilities as of ~~September~~March 3031, ~~2021~~2022 and December 31, ~~2020~~2021 were $12,~~466~~748,~~664~~735 and $14,~~004~~627,~~134~~335, respectively, for ana ~~increase~~decrease of $~~462~~1,~~530~~878,600, or 4641%. The significant change in the Company’s financial condition is attributable to ~~revenue~~the ~~generation, customer~~delivery ~~deposits~~of ondata ~~hardware,~~center ~~commencement~~solutions ofand arepayments ~~finance~~and ~~lease~~conversions ~~arrangement,~~of ~~cash~~convertible ~~burn~~debt ~~from~~during ~~operations~~the ~~and~~three ~~increases~~months ~~in accounts payable~~ended ~~and~~March ~~repayment~~31, ~~of accrued expenses~~2022.

As a result of these transactions, the Company’s cash position increased from $80831,~~368~~209 to $~~147~~1,~~261~~517,613 during the ~~nine~~three months ended ~~September~~ 30March 31, ~~2021~~2022.

Off-Balance Sheet Arrangements

We have made no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investorsNone.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not required for smaller reporting companies.

2223

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

An evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and ~~President~~Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report on Form 10-Q. Disclosure controls and procedures are procedures designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this Form 10-Q, is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and is communicated to our management, including our Chief Executive Officer and Chief Financial Officer, or persons performing ~~similar~~ similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our management ~~concluded~~ concluded that, as of ~~September~~March 3031, ~~2021~~2022, our disclosure controls and procedures were not effective.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended ~~September~~March 3031, ~~2021~~2022 that materially affected or or are reasonably likely to materially affect our internal control over financial reporting.

PART II

Item 1. Legal Proceedings.

The Company is not a party to any legal proceeding that it believes will have a material adverse effect upon its business or financial position.

Item 1A. Risk Factors.

Not required for smaller reporting companies.

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

~~During the period from January 1, 2020 through September 30, 2021, the Company issued the following unregistered securities~~None.

On January 23, 2020, the Company entered into a Subscription Agreement and Conversion of Convertible Note with FNFC Profit Sharing Plan and Trust (“FNFC”) to issue 206,986 equity units, each consisting of one share of the Company’s common stock and one three-year warrant to purchase two shares of common stock for $0.50. In exchange for the equity units, FNFC converted $25,000 of outstanding principal, $1,747 of accrued interest and invested an additional $25,000.

On January 27, 2020, the Company entered into a Subscription Agreement and Conversion of Convertible Note with JMA Enterprises (“JMA”) to issue 420,876 equity units, each consisting of one share of the Company’s common stock and one three-year warrant to purchase two shares of common stock for $0.50. In exchange for the equity units, FNFC converted $75,000 of outstanding principal, $5,219 of accrued interest and invested an additional $25,000.

On February 15, 2019, the Company agreed to issue 125,000 shares of common stock to Fisher Herman Construction, LLC in exchange for execution of a 24-month service contract with the Company. The agreement calls for 375,000 future shares to be issued over the term of the contract, so long as the contract is in full force and effect, consisting of (i) 50,000 shares every 90 days and (ii) 75,000 shares due upon completion of the contract. On February 15, 2020, the Company issued 50,000 shares of common stock under this agreement. The Company generated no proceeds from this transaction.

On February 19, 2020, the Company entered into a convertible note with Charles Horak for proceeds of $100,000. The note matures in one year, bears interest at 10% per annum and is convertible at a 30% discount in the event of a financing event of at least $1,000,000. On April 22, 2020, the Company received $50,000 of additional funds from Charles Horak under similar terms.

On February 27, 2020, the Company entered into a convertible note with Anthony Givogue for proceeds of $10,000. The note matures in one year, bears interest at 10% per annum and is convertible at a 30% discount in the event of a financing event of at least $1,000,000.

On April 9, 2020, the Company entered into a one-year convertible promissory note with Chuck Ruhmann for proceeds of $50,000. The note bears 10% interest per annum and is convertible at a 30% discount in the event of a $1,000,000 or greater financing.

On April 22, 2020, the Company entered into a convertible promissory note with Zoran Stojkov for proceeds of $50,000. The note matures in one year, bears 12% interest per annum and is convertible at a 30% discount in the event of a $1,000,000 or greater financing.

On April 22, 2020, the Company entered into a convertible promissory note with Charles Horak for proceeds of $50,000. The note matures in one year, bears 12% interest per annum and is convertible at a 30% discount in the event of a $1,000,000 or greater financing.

On May 6, 2020, the Company agreed to issue 60,000 shares of common stock to Paul Manos in exchange for professional services rendered.

On June 5, 2020, the Company entered into a one-year convertible promissory note with Chuck Ruhmann for proceeds of $50,000. The note bears 12% interest per annum and is convertible at a 30% discount in the event of a $1,000,000 or greater financing.

On June 19, 2020, the Company’s Board of Directors approved the issuance of 250,000 common shares to Delray Wannemacher, Chief Executive Officer and Director, as compensation for services rendered.

On June 19, 2020, the Company’s Board of Directors approved the issuance of 250,000 common shares to Daniel Wong President and Director, as compensation for services rendered.

On June 19, 2020, the Company’s Board of Directors approved the issuance of 250,000 common shares to Austin Bosarge, Director, as compensation for services rendered.

On July 7, 2020, the Company’s Board of Directors approved the issuance of 500,000 common shares to Delray Wannemacher, Chief Executive Officer and Director, as compensation for services rendered.

On July 7, 2020, the Company’s Board of Directors approved the issuance of 500,000 common shares to Daniel Wong President and Director, as compensation for services rendered.

On July 19, 2020, the Company entered into a convertible promissory note with Zoran Stojkov for proceeds of $25,000. The note matures in one year, bears 10% interest per annum and is convertible at a 15% discount in the event of a $1,000,000 or greater financing.

On August 7, 2020, the Company entered into a convertible promissory note with Intecon, LLC for proceeds of $100,000. The note matures in one year, bears 10% interest per annum and is convertible at a 15% discount in the event of a $1,000,000 or greater financing.

On August 28, 2020, the Company entered into a convertible promissory note with Dave Ellicott for proceeds of $50,000. The note matures in one year, bears 10% interest per annum and is convertible at the lesser of (i) a 30% discount of (ii) $0.50 per share, in the event of a $1,000,000 or greater financing.

On August 31, 2020, the Company entered into a convertible promissory note with Charles Horak for proceeds of $25,000. The note matures in one year, bears 10% interest per annum and is convertible at the lesser of (i) a 30% discount of (ii) $0.50 per share, in the event of a $1,000,000 or greater financing.

On September 15, 2020, the Company issued 50,000 common shares to Levi Volk as compensation for services rendered.

On September 16, 2020, the Company approved the issuance of 100,000 common shares to Joshua Holmes as compensation for services rendered and subsequently issued the shares on November 2, 2020.

Pursuant to a service agreement entered on January 25, 2021, the Company issued 100,000 common shares to OHGODACOMPANY, LLC in exchange for advisory services rendered.

Pursuant to the board approval of share issuances to officers and directors in 2020, the Company issued 125,000 common shares to Delray Wannemacher, CEO, for services rendered.

Pursuant to the board approval of share issuances to officers and directors in 2020, the Company issued 125,000 common shares to Daniel Wong, President, for services rendered.

Pursuant to the board approval of share issuances to officers and directors in 2020, the Company issued 125,000 common shares to Austin Bosarge, Director, for services rendered.

Pursuant to an advisory agreement in effect in September 2020, the Company issued 50,000 common shares to Joshua Holmes as compensation for services rendered.

Pursuant to a service agreement entered on September 17, 2020, the Company issued 25,000 common shares to Levi Volk in exchange for services rendered.

Pursuant to a service agreement entered on April 23, 2021, the Company issued a total of 288,000 common shares to Avanzar Oak LLC d/b/a Forgeworks, 192,000 of which were accrued in the third quarter, and 96,000 of which were due in the fourth quarter of 2021.

The sales described in the preceding paragraphs were made in private placement transactions, pursuant to the exemption provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act (“Regulation D”), as a sale to “accredited investors,” as defined in Rule 501(a) of the Regulation D. The issuances did not involve any public offering; no general solicitation or general advertising was used in connection with the offering. The Company intends to use the proceeds from these transactions to fund its operations.

Item 3. Defaults Upon Senior Securities.

There have been no defaults upon senior securities.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits

a. Exhibits

31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Edge Data Solutions, Inc.
	EDGE DATA SOLUTIONS, INC.
Date: December 2, 2021	By:	/s/ Delray Wannemacher
Date: May 16, 2022
		Delray Wannemacher, CEO and Acting Principal Financial Officer
	By:	/s/ Delray Wannemacher
		Delray Wannemacher, Chairman and CEO
		(Chairman of the Board and Principal Executive Officer)

Dated: May 16, 2022

	By:	/s/ Paul Manos
		Paul Manos, Interim CFO
		(Principal Financial and Accounting Officer)

Dated: May 16, 2022

	By:	/s/ Daniel Wong
		Daniel Wong, President and Director

Filing Compare · Edge Data Solutions, Inc.