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





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The independent registered public accounting firm's report on the Company's consolidated financial statements as of December 31, 2020 and 2019, and for the years ended December 31, 2020 and 2019, includes a "going concern" explanatory paragraph, that describes substantial doubt about the Company's ability to continue as a going concern.





General


EDGE 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, the 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.

On August 23, 2018, the Company entered into a Bill of Sale and Assignment and Assumption Agreement with Blockchain Holdings, LLC ("Blockchain"), pursuant to which the Company purchased all of the assets of Blockchain which are used in the business of sourcing of blockchain mining equipment from various suppliers for their customers and also providing management of the equipment hosted, mining pools and tech work on such equipment. The Company issued 300,000,000 (equivalent to 3,000,000 after the reverse split) shares of its common stock, par value $.0001 to the members of Blockchain in exchange for the assets of Blockchain.

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

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

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.

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 do so. New business opportunities may never emerge, and we may not be able to sufficiently fund the pursuit of new business opportunities should they arise.

As of December 31, 2020, we had $80,368 in cash on hand. Our current monthly cash burn rate is approximately $35,000, and it is expected that burn rate will continue and is expected to continue at $35,000 until significant additional capital is raised and our marketing plan is executed. Our trade creditors may call debts at any time, and our cash reserves would not be sufficient to satisfy all balances. We are currently dependent on minimal expenses to be covered by a loan or other cash infusion from the Company's CEO and Director Mr. Wannamaker, and President and Director, Daniel Wong. There is no guarantee that this cash infusion will continue to be made.





PLAN OF OPERATIONS


During 2020, we generated limited revenues from customers' usage of our data center resources. We generated a net loss and have negative capital and no intangible assets. We are illiquid and need cash infusions from investors or shareholders to provide capital, or loans from any sources, none of which have been committed nor assured.

We are currently seeking to grow our customer base and to increase our current customers' reliance on and usage of our resources. Further, we are seeking to expand into the sale and resale of modular data centers and related equipment. While our efforts have generated limited revenue and gross margins, there can be no assurances that these efforts will be successful or produce sufficient income or cash inflows from operations. As a result, we are dependent upon capital from investors to finance our operations and continue as a going concern.





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Our goals for the next year are as follows:





Future Milestones



  ? Plan on raising capital to fully execute on the business plan
  ? Plan on up-listing to OTCQB
  ? Plan on filing an S-1 to register stock and build a market



APPLICATION OF FUNDS (1)





              Item                                      Amount (1)
              Compensation of officers                 $    210,000
              Legal and professional fees                    50,000
              Audit fees                                     25,000
              Other general and administrative costs        135,000
              Total                                    $    420,000

(1) These items are variable and no commitment has been obtained from any source.

The Company may change any or all of the budget categories in the execution of its business model. None of the line items are to be considered fixed or unchangeable. The Company may need substantial additional capital to support its budget.

OFF BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements. Our Budget for operations in next year is as follows:





              Item                                      Amount (1)
              Compensation of officers                 $    210,000
              Legal and professional fees                    50,000
              Audit fees                                     25,000
              Other general and administrative costs        135,000
              Total                                    $    420,000

(1) These items are variable and no commitment has been obtained from any source.

We will need substantial additional capital to support our future operations. We have no revenues and have no committed source for any funds as of the date hereof. No representation is made that any funds will be available when needed. In the event funds cannot be raised when needed, we may not be able to carry out our business plan, may never achieve sales or royalty income, and could fail in business as a result of these uncertainties. If our initial prospect appears uneconomical after evaluation we will seek other prospects it the area to acquire or farm into.

We may also consider a private placement or public offering of our common stock, if the market conditions allow at the time. No price, schedule or terms for such an offering has been determined at this time. We expect to expend funds on a quarterly basis, as follows:





                  Period                               Amount
                  Q1 2021 (cash on hand 12/31/2020)   $  80,368
                  Q2 2021                               105,000
                  Q3 2021                               105,000
                  Q4 2021                               105,000
                  Total Cash Burn                     $ 395,368




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Results of Operations for the Years Ended December 31, 2020 and 2019

During the years ended December 31, 2020 and 2019, the Company generated revenues of $34,670 and $0 and incurred associated costs of $24,092 and $0, for gross margins of $10,578 and $0, all respectively, representing increases of $34,670 (100%), $24,092 (100%) and $10,578 (100%), all respectively, due to generation of revenue in 2020. While the Company generated revenue in 2020, the customer base is heavily concentrated, volume is limited, and there can be no guarantee of future revenue growth.

During the years ended December 31, 2020 and 2019, the Company incurred $1,059 and $13,401, respectively, of sales and marketing expenses and $221,942 and $197,554, respectively, of general and administrative costs, including consulting fees, professional services fees and other administrative costs. Sales and marketing costs decreased by $12,342, or 92%, due to the focus on developing the Company's data center and use of relationships to acquire initial customers. General and administrative costs increased by $24,388, or 12%, as a result of new costs associated with operations.

During the years ended December 31, 2020 and 2019, the Company incurred depreciation expense of $17,519 and $0, respectively, with the increase being a result of new equipment being acquired and placed in service during 2020.

During 2020 and 2019, the Company recognized $381,900 and $127 of stock-based compensation expense, respectively, from the issuance of its common shares to consultants and advisors. The Company also paid compensation of $90,000 to the CEO and $84,040 to the President in 2020, as compared to $27,000 and $44,000, respectively in 2019, for increases of $63,000 and $40,040, respectively.

During the year ended December 31, 2020, the Company recognized $66,135 of interest expense, as compared to $19,668 for the year ended December 31, 2019. The increase of $46,467 or 236%, is primarily attributable to the accrual of interest on significant new convertible debt issuances in late 2019 and throughout 2020 and also includes interest incurred by related parties who paid expenses on behalf of the Company.

Aside from interest expense, during the years ended December 31, 2020 and 2019, the Company recognized net other income of $2,306 and $0, respectively, for an increase of $2,306 or 100%. The change was a result of $23,000 of acquisition deposits written off after termination of a prospective acquisition, $12,250 of debt forgiveness from a vendor, and a $1,000 grant from the United States Small Business Administration, $4,847 of cryptocurrency mining income, gains of $1,018 on disposal of crypto assets, and a gain of $4,965 from the sale of certain equipment from its data center in September 2020.

As a result, the Company incurred net operating losses of $850,936 and $301,750 for years ended December 31, 2020 and 2019, respectively, for an increase of $549,186, or 182%, to net losses. This change was primarily a result of increased stock-based compensation and increases in executive compensation.

Liquidity and Capital Resources

During 2019, the Company sold 266,667 shares (equivalent to 2,667 post-split) of common stock to its former CEO for proceeds of $40,000.

In May 2019, the Company issued $100,000 of convertible debt to two individuals. The debt bears annual interest of 10% and was scheduled to mature in May 2020. In January 2020, the noteholders agreed to convert $100,000 of principal and $6,966 of accrued interest into 427,862 equity units, each consisting of one share of the Company's common stock and a three-year warrant to purchase two shares at $0.50 per share. These conversions occurred in connection with two subscriptions totaling $50,000, or $25,000 each, from the same noteholders in January 2020, in which the noteholders received 200,000 additional units similar to those previously described. The total number of units issued in connection with the conversions and subscriptions was 627,862.

In November 2019, the Company issued a convertible note to an individual for proceeds of $100,000. The note bears 10% interest per annum, matures in November 2020 and is convertible at a 30% discount in the event of an equity financing exceeding $1,000,000.





15






In January 2020, the Company issued 627,862 equity units, each consisting of three-year warrant to purchase two shares of the Company's common stock for $0.50 each and one share of the Company's common stock, to two individuals in exchange for conversion of $100,000 of convertible notes and $6,966 of accrued interest and an additional $50,000 of cash.

In February 2020, the Company issued two one-year convertible notes for total proceeds of $110,000, each bearing interest at 10% annually and calling for conversion at a 30% discount in the event of a financing event exceeding $1,000,000.

In April 2020, the Company issued three one-year convertible notes for total proceeds of $150,000, bearing interest at rates ranging from 10-12% per annum and calling for conversion at a 30% discount in the event of a financing event exceeding $1,000,000.

In June 2020, the Company issued a one-year convertible note for total proceeds of $50,000, bearing interest at 12% per annum and calling for conversion at a 30% discount in the event of a financing event exceeding $1,000,000.

In July 2020, the Company issued a one-year convertible note for total proceeds of $25,000, bearing interest at 10% per annum and calling for conversion at a 30% discount in the event of a financing event exceeding $1,000,000.

In August 2020, the Company issued three one-year convertible notes for total proceeds of $175,000, each bearing interest at 10% per annum and calling for conversion at a 30% discount in the event of a financing event exceeding $1,000,000.

In December 2020, the Company issued five one-year convertible notes for total proceeds of $110,000, each bearing interest at 15% per annum and calling for conversion at a 30% discount in the event of a financing event exceeding $1,000,000.

During the twelve months ending December 31, 2021, the Company estimates it will need approximately $420,000 to pursue business opportunities. The Company currently generates limited revenues from its edge computing offerings, but the industry has many competitors, and is seeking to expand into the data center hardware business. There can be no assurances that the Company will be successful in its efforts to generate new revenue or grow its existing revenue streams. Furthermore, while the Company has generated income from the use of idle resources to mine cryptocurrency, the availability and cost of using resources for such purposes and the volatile cryptocurrency markets may impede the Company's ability to generate additional cash inflows. Other than the foregoing, the Company does not know of any trends, events or uncertainties that have had, or are reasonably expected to have, a material impact on sales, revenues or income from continuing operations, or liquidity and capital resources.





16







Short Term



On a short-term basis, we anticipate continued generation of edge computing revenues and the use of idle capacity to mine cryptocurrency. Based on prior history, we anticipate that short-term revenues and other cryptocurrency-related income will be insufficient to satisfy current and future liabilities as we continue to pursue expansion of our current customer base and expand into the hardware business.

No commitments to provide additional funds have been made by our management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available to us to allow it to cover our expenses as they may be incurred.





Capital Resources



Our capital resources currently consist of cash, advances from and expenses paid on the Company's behalf by the CEO and President, convertible debt financing, and the sale of equity units.

Need for Additional Financing

We do not have sufficient capital to meet our cash needs. Nor do we have sufficient capital to meet our short-term trade and debt obligations. We plan to seek loans or equity placements to cover such cash needs. Once full business operations commence, our needs for additional financing will likely face substantial increases.

Within the next twelve months we will need to secure an additional $5,000,000 in financing to fully implement our plan of operations. After the twelve-month period we do not see a need to raise additional capital unless we identify other assets to purchase.

No commitments have been made to provide additional funding by our management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available to us to allow it to cover our expenses as they may be incurred.

Critical Accounting Policies





Cash and Cash Equivalents


The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.





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Impairment of Long-life Assets

In accordance with ASC Topic 360, the Company reviews its long-lived assets, including property, plant and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset.





Use of Estimates


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





Income Tax


The Company accounts for income taxes under ASC 740, "Income Taxes." Under ASC 740, deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. 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. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.





Fiscal year


The Company employs a fiscal year ending December 31.





Net Income (Loss) per share


The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock warrants, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.





Financial Instruments



The carrying value of the Company's financial instruments, including cash and cash equivalents, as reported in the accompanying balance sheet, are stated at fair value.





Stock-Based Compensation



The Company adopted the provisions of and accounts for stock-based compensation using an estimate of value in accordance with the fair value method. Under the fair value recognition provisions of this statement, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which generally is the vesting period. The Company elected the modified-prospective method, under which prior periods are not revised for comparative purposes. The valuation method applies to new grants and to grants that were outstanding as of the effective date and are subsequently modified.

Fair Value of Financial Instruments

The carrying amount of accounts payable is considered to be representative of respective fair values because of the short-term nature of these financial instruments.





Revenue Recognition



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 current and anticipated revenue streams consist of:





  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.

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