UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

(Mark one)

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

For the quarterly period ended September 30, 2016March 31, 2022

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

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

For the transition period __________ to __________

Commission File Number:333-198435000-56419

SAFE LANE SYSTEMS, Inc.EDGE DATA SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

COLORADOdelaware46-3892319

(State or Other Jurisdiction ofother jurisdiction

Incorporationof incorporation or Organization)

(IRS Employer

Identification Number)No.)

3550 Lenox Road NE, 21st Floor, Atlanta, GA30326
(Address of principal executive offices)(Zip Code)

1624 Market Street, Suite #202, Denver, Colorado 80202/ Phone (949) 825-6512(833)682-2428

(Address andRegistrant’s telephone number, of principal executive offices)including area code)

Paul D. Dickman, Chief Executive Officer, PresidentN/A

(Former name, former address and Chairmanformer fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the BoardAct:

1624 Market Street, Suite #202, Denver, Colorado 80202/ Phone (949) 825-6512

Title of Each ClassTrading Symbol(s)Name of each exchange on which registered
NoneNoneNone

(Name, address and telephone number of agent for service)

COPIES OF ALL COMMUNICATIONS TO:

Michael A. Littman, Attorney at Law

7609 Ralston Road, Arvada, CO, 80002 phone 303-422-8127 / fax 303-431-1567

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. Yesx 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). Yesx No o

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” and “smaller reporting company,” and “emerging 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
xEmerging 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 ¨Nox

As of November 21, 2016May 16, 2022, there were outstanding 40,000,00010,983,832 shares of the issuer’sour common stock, par value $0.0001 per share, and 10,000,0007,000,000 shares of the issuer’s classCompany’s Class A Super Voting preferred stock, par value $0.0001$0.001 per share.share, and 7,000,000 shares of the Company’s Class C preferred stock, par value $0.001 per share

 

 
 

SAFE LANE SYSTEMS,EDGE DATA SOLUTIONS, INC.

FORM 10-Q for the Quarter Ended September 30, 2016March 31, 2022

INDEX

Page
PART I - FINANCIAL INFORMATION
Item 1.FinancialCautionary Note About Forward Looking Statements3
Item 1.Financial Statements4
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations1220
Item 3.Quantitative and Qualitative Disclosures About Market Risk23
Item 4.Controls and Procedures1324
PART II - OTHER INFORMATION
Item 1.Legal Proceedings1424
Item 2.Unregistered Sale of Equity Securities and Use of Proceeds1424
Item 3.Defaults Upon Senior Securities1425
Item 4.Mine Safety Disclosures1425
Item 5.Other Information1425
Item 6.Exhibits1425
Signatures1526

2

 

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.

3

PART I - FINANCIAL INFORMATION

Item 1.1 - Financial Statements

Safe Lane Systems,Edge Data Solutions, Inc.

Balance SheetA Delaware Corporation

  September 30,
2016
  December 31,
2015
 
Assets
Current Assets        
Cash and cash equivalents $7,871  $15,282 
Total Current Assets  7,871   15,282 
         
Non-current Assets        
Patent Sublicense, net     1,831 
Total Non-current Assets     1,831 
         
Total Assets $7,871  $17,113 
         
Liabilities and Stockholders' Equity 
Commitments and Contingencies        
Current Liabilities        
Accounts Payable  42,092   1,080 
Accrued Expense  11,308    
Unsecured, short-term notes payable  415,000   395,000 
Accrued interest  27,404   14,942 
Total Current Liabilities  495,804   411,022 
         
Long Term Liabilities        
Convertible notes payable  7,500    
         
Total Liabilities  503,304   411,022 
         
Stockholders' Equity        
Class A super voting preferred stock, $0.0001 par value; 10,000,000 shares authorized, issued and outstanding   1,000   1,000 
Class B non-voting preferred stock, $0.0001 par value; 50,000,000 shares authorized; 0 and 0 issued and outstanding as of September 30, 2016 and December 31, 2015          
Common Stock, $0.0001 par value: 500,000,000 shares authorized, 40,000,000 and 25,118,273 issued and outstanding as of September 30, 2016 and December 31, 2015  4,000   2,512 
Additional paid-in-capital  801   801 
Accumulated earnings  (501,234)  (398,222)
Total Stockholders' Equity  (495,433)  (393,909)
         
Total Liabilities and Stockholders' Equity $7,871  $17,113 

Financial Statements

See accompanying notes to financial statements.As of March 31, 2022 (Unaudited) and for the Three Months Then Ended (Unaudited)

34

 

Edge Data Solutions, Inc.

Safe Lane Systems, Inc.

Statement of OperationsTABLE OF CONTENTS

For the Three and Nine Months Ended September 30, 2016 and 2015

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

 Three Months
EndedSeptember 30
  Nine Months
Ended September 30
 
  2016  2015  2016  2015 
Ordinary Income/Expense                
Revenue $  $  $  $1,725 
Total Revenue           1,725 
                 
Expense                
General & Administrative Expense  4,356   11,012   5,157   16,033 
Impairment expense        1,683    
Professional & Contract Expense  20,400   56,755   83,710   172,486 
Total Expense  24,756   67,767   90,550   188,519 
                 
Net Income/(Loss) from Operations  (24,756)  (67,767)  (90,550)  (186,794)
                 
Other Income/Expense                
Interest Income            
Amortization Expense            
Interest Expense  4,184   3,509   12,462   8,196 
Total Other Income/Expense  4,184   3,509   12,462   8,196 
                 
Net Income/(Loss) $(28,940) $(71,276) $(103,012) $(194,990)
                 
Net Income/(Loss) per share (basic and diluted) $(0.00) $(0.00) $(0.00) $(0.01)
                 
Weighted average number of common shares outstanding  39,998,273   24,768,273   39,998,273   24,768,273 

See accompanying notes to financial statements.

45

 

EDGE DATA SOLUTIONS, INC.

Safe Lane Systems, Inc.

Statement of Cash FlowBALANCE SHEETS

For the Nine Months Ended September 30, 2016 and 2015

  March 31, 2022  December 31, 2021 
. As of 
       
  March 31, 2022  December 31, 2021 
  (Unaudited)    
ASSETS        
Current Assets:        
Cash and cash equivalents $1,517,613  $831,209 
Accounts receivable  23,675   2,781 
Deposits  1,216,941   2,161,683 
Inventory  68,159   11,530 
Crypto assets held  3,940   3,940 
Other current assets  6,021   6,021 
Prepaid expense  56,044   13,806 
Total Current Assets  2,892,393   3,030,970 
         
Non-Current Assets:        
Right of use asset - finance lease  12,965   16,206 
Property and equipment, net  50,489   40,248 
Investments in prospective joint ventures  101,428   - 
Security deposit  7,753   7,753 
Total Non-Current Assets  172,635   64,207 
         
TOTAL ASSETS $3,065,028  $3,095,177 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY        
Current Liabilities:        
Accounts payable $125,749  $186,523 
Accrued liabilities  478,914   451,944 
Customer deposits  2,015,554   3,197,990 
Deferred revenue  9,478   9,478 
Convertible notes payable, short-term  100,000   749,500 
Advances from related parties  5,669   11,968 
Lease liability - finance, current portion  13,371   17,389 
Total Current Liabilities  2,748,735   4,624,792 
         
Non-Current Liabilities:        
Lease liability - finance, non-current portion  -   2,543 
Total Non-Current Liabilities  -   2,543 
         
Total Liabilities  2,748,735   4,627,335 
         
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, 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, March 31, 2022 and December 31, 2021.  7,000   7,000 
Preferred stock, value        
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  1,431,113   792,635 
Accumulated deficit  (1,129,918)  (2,339,709)
Total Stockholders’ Equity/(Deficiency)  316,293   (1,532,158)
         
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIENCY) $3,065,028  $3,095,177 

 Nine Months Ended 
  2016  2015 
Cash Flows From Operating Activities        
Net Income $(103,012) $(194,989)
         
Adjustments to reconcile net income to net cash provided by (used for) operating activities:        
Amortization  148   104 
Impairment of intangible asset  1,683    
Stock Based Compensation  1,488    
Changes in operating Assets and Liabilities:        
Accounts payable  41,012    
Accrued expense  11,308    
Accrued interest expense  12,462   8,196 
Net Cash Provided by (used for) Operating Activities  (34,911)  (186,689)
         
Cash Flows from Investing Activities:      
         
Cash Flow from Financing Activities:        
Superior Traffic Controls Loan  20,000   150,000 
Short Term Loan  7,500    
Net cash provided by Financing Activities  27,500   150,000 
         
Net Increase (Decrease) in Cash  (7,411)  (36,689)
Cash at Beginning of Period  15,282   88,495 
Cash at End of Period $7,871  $51,806 

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

56

 

SAFE LANES SYSTEMS,EDGE DATA SOLUTIONS, INC.

STATEMENTS OF OPERATIONS

  2022  2021 
  For the Three Months Ended March 31, 
  2022  2021 
  (Unaudited)  (Unaudited) 
Revenues:      
Data center infrastructure and equipment sales, net $6,544,410  $34,069 
Data center services, net  48,620   - 
Computing revenues, net  -   16,774 
Total Revenue  6,593,030   50,843 
         
Cost of data center infrastructure and equipment sales  (4,464,582)  (19,285)
Cost of data center services  (33,884)  - 
Cost of computing revenues  -   (17,650)
Total Cost of Revenue  (4,498,466)  (36,935)
         
Gross Profit  2,094,564   13,908 
         
Operating Expenses:        
Sales and marketing  39,357   2,620 
General and administrative  185,483   45,079 
Compensation - related party  631,751   40,705 
Stock-based compensation expense  -   19,000 
Depreciation expense  7,236   6,978 
Total Operating Expenses  863,827   114,382 
         
Income/(Loss) from operations  1,230,736   (100,474)
         
Other Income/(Expense):        
Interest expense  (20,945)  (27,085)
Cryptocurrency mining income  -   4,747 
(Loss)/Gain on disposal of cryptocurrency  -   (59)
Total Other Income/(Expense)  (20,945)  (22,397)
         
Net Income/(Loss) $1,209,791  $(122,871)
         

Net Income/(Loss) per Common Share

        

Net Income/(Loss) attributable to common stockholders

 $

1,209,791

  $(122,871)
         
         
Basic Income (Loss) per share attributible to common stockholders $0.12  $(0.01)
         

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.

7

 

EDGE DATA SOLUTIONS, INC.

STATEMENTS OF CASH FLOWS

  2022  2021 
  For the Three Months Ended March 31, 
  2022  2021 
  (Unaudited)  (Unaudited) 
Cash Flows from Operating Activities        
Net Income/(Loss) $1,209,791  $(122,871)
Adjustments to reconcile net loss to net cash provided by/(used in) operating activities:        
Depreciation  7,236   6,978 
Stock-based compensation  -   19,000 
Changes in operating assets and liabilities:        
Change in accounts receivable  (20,894)  (3,681)
Change in deposits  944,742   (11,706)
Change in crypto assets held  -   (1,087)
Change in inventory  (56,629)  - 
Change in finance lease assets and liabilities  556   4,127 
Change in other current assets  -   3,054 
Change in prepaid expenses  (42,238)  2,317 
Change in accounts payable  (60,774)  2,794 
Change in accrued compensation - related party  -   (35,000)
Change in accrued liabilities  26,970   19,341 
Change in customer deposits  (1,182,436)  569,940 
Change in deferred revenue  -   407 
Change in accrued interest related to note conversions  89,160   - 
Net Cash Provided by/(Used in) Operating Activities  915,484   453,613 
         
Cash Flows from Investing Activities        
Purchase of property and equipment  (17,477)  (1,152)
Investments in joint ventures  (101,428)  - 
Net Cash (Used in) Investing Activities  (118,905)  (1,152)
         
Cash Flows from Financing Activities        
Repayment of convertible note principal  (100,000)  - 
Related party advances  44,561   17,031 
Repayment of related party advances  (50,860)  (55,260)
Payments on finance lease  (3,876)  (3,876)
Net Cash (Used in)/Provided by Financing Activities  (110,175)  (42,105)
         
Net Change In Cash  686,404   410,356 
         
Cash at Beginning of Period  831,209   80,368 
Cash at End of Period $1,517,613  $490,724 
         
         
Supplemental Disclosure of Cash Flow Information:        
Convertible debt principal and accrued interest converted to equity units $638,660  $- 

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

8

EDGE DATA SOLUTIONS, INC.

STATEMENT OF STOCKHOLDERS’ DEFICIENCY

As of and for the three months ended March 31, 2021 (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, December 31, 2020  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 
Debt conversions into equity units                                    
Debt conversions into equity units, shares                                    
Net loss      -    -    -    -    -    -    (122,871)  (122,871)
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.

9

EDGE DATA SOLUTIONS, 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.

10

EDGE DATA SOLUTIONS, INC.

NOTES TO THE FINANCIAL STATEMENTS

September 30, 2016As of March 31, 2022 (Unaudited) and for the Three months Then Ended (Unaudited)

NOTE 1.  1: ORGANIZATION OPERATIONS AND NATURE OF OPERATIONS

Edge Data Solutions, Inc. (the “Company,” “Edge”), a Delaware Corporation, believes it is poised to be an industry-leading edge data center, 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.

EPP offers efficient next-generation immersion-cooled computing power for a variety of applications, including sustainable cryptocurrency mining, edge computing. Long-term, opting for EPP significantly reduces investment, and certain edge computing applications require less up-front investment.

Industries that Edge believes will benefit from low-latency technology with a lower carbon footprint include cryptocurrency mining, public and private cloud providers, data centers, high-performance computing providers, virtual desktop infrastructure providers, telecom, cybersecurity and disaster recovery providers, streaming providers, artificial intelligence innovators, colleges, hospitals, governments, and enterprise blockchain infrastructure providers.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:POLICIES

SAFE LANES SYSTEMS, INC. (the “Company”), was incorporated in the State

Management’s Representation of Colorado on September 10, 2013. The Company was formed to engage in the sale of traffic safety equipment. The Company may also engage in any other business permitted by law, as designated by the Board of Directors of the Company. During the second quarter of 2014 the Company secured a perpetual license to all of the intellectual property of Superior Traffic Control in exchange for the issuance of nonvoting convertible stock in the company. In the second quarter of 2016 the Company determined that license and related intellectual property should be written off as worthless due to problems with the engineering provided and the inability to obtain meaningful sales. The Company was redomiciled to become a Delaware Holding Corporation in September of 2016 and is currently pursuing new business opportunities.Interim Financial Statements

Basis of Presentation - The accompanying unaudited consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles inby the United States of America (“GAAP”) andCompany without audit pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial(“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the instructionsUnited 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 Form 10-Q and Article 10make the information presented not misleading. These unaudited consolidated financial statements include all of Regulation S-X. Inthe adjustments, which in the opinion of the Company’s management the information contained herein reflects all adjustmentsare necessary forto a fair presentation of the Company’s results of operations, financial position and cash flows.results of operations. All such adjustments are of a normal and recurring nature.

Reclassifications - Certain amounts in the prior period’s Interim results are not necessarily indicative of results for a full year. These unaudited consolidated financial statements have been reclassified to conform toshould be read in conjunction with the current quarter’s presentation and to correct prior period errors.

Cash and Cash Equivalents

Cash Flows - During the period ending September 30, 2016, the Company primarily utilized cash proceeds from an unsecured short term loan and proceeds from a convertible note payable to fund its operations.

Cash flows used by operations for the period ended September 30, 2016 and 2015 were $34,911 and $186,689 respectively.

The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. As of September 30, 2016, the Company had cash and cash equivalents of $7,871 as compared to cash and cash equivalents of $15,282audited consolidated financial statements as of December 31, 2015.2021 and 2020, as presented in the Company’s 2021 Annual Report on Form 10-K, as filed on April 1, 2022 with the SEC.

ImpairmentBasis of Long-life AssetsPresentation

In accordance with ASC Topic 360,The accounting and reporting policies of the Company reviews its long-lived assets, including property, plant and equipment, for impairment whenever events or changesconform to accounting principles generally accepted in circumstances indicate that the carrying amountsUnited States 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. No impairment was deemed necessary as of September 30, 2016 and December 31, 2015.

Intangible Assets, Patents

During the second quarter of 2014 fiscal year the Company acquired the exclusive license rights and intellectual property for the patent of the Kone General device which expires July 2022. As payment for the license rights the company agreed to issue 22,768,273 shares of class B preferred, nonvoting shares to the shareholders of the original license holders “Superior Traffic Controls”America (GAAP). The Company accounts formaintains the calendar year as its patent sub-license in accordance with ASC 350-30-30 “Intangibles – goodwill and other” and 805-50-30 and 805-50-15 related to “Business Combinations” by recognizing the fair value to the amount paid by the company for the asset at the timebasis of purchase. Since Safe Lanes Systems has a limited operating history management determined to use par value as the value recognized for the transaction. Since the patent has a predetermined, finite life span, the cost of the asset will be recognized on a straight line basis over the remaining life of the patent.reporting.

At the conclusion of each reporting period the patent is evaluated for impairment. As of September 30, 2016 due to the lack of sales and determining that incomplete engineering plans were provided the Company determined it should impair the entire remaining value of the intangible asset and at that time the remaining value was of $1,683 was written off to impairment expense.

6

  September 30,
2016
  December 31,
2015
 
Patents $2,277  $2,277 
Less:  Accumulated Amortization  (595)  (446)
Impairment  (1,682)   
  $  $1,831 

Amortization expense for the NINE-month period ended September 30, 2016 and 2015 was $149 and $29 respectively.

Accounts payable and accrued liabilities

Accounts payable consisted of $42,092 at September 30, 2016 and $1,080 at December 31, 2015 respectively. Accrued expense consisted of $11,308 at September 30, 2016 and $0 at December 31, 2015 respectively. Accrued interest consisted of $27,404 at September 30, 2016 and $14,942 at December 31, 2015 respectively.

Unsecured, short-term notes payable

The company obtained an unsecured, short-term note of $250,000 at 4% from the original holder of the license to the Kone-General patent in the second quarter of 2014. As of September 30, 2016 the Company had received funding of $250,000 on the note payable and an additional $165,000 under the same terms with a verbal agreement in place and had recognized $27,404 in accrued interest expense.

Convertible, long-term notes payable

The company obtained five unsecured, long-term notes totaling $7,500 in the third quarter of 2016. The notes do not bear interest until December 31, 2016, after which they will bear interest at 10% per year. The notes are due and payable December 31, 2017 but can be converted into the company’s common stock at the holders request at any time before they are due. Each note will convert into approximately 4% of the companies then outstanding common stock. The Notes are convertible into shares of the Company's common stock representing a value of $805 or $0.0009 per share. Since the stock price was determined to be below this at the time of signing, the notes were issued at a premium so no value is apportioned to the conversion feature when recording the issuance per ASC 470-20-05. The debt and its interest are reported as if it were a nonconvertible debt. Upon Conversion, the stock may be valued at either the book value or the market value at that time.

Stockholders’ Equity

At March 31, 2016 and December 31, 2015, the Company was authorized to issue 500,000,000 shares of common stock, $0.0001 par value per share. In addition, 10,000,000 shares of Class A preferred super majority voting stock, $.0001 par value and 50,000,000 shares of Class B preferred, $.0001 par value nonvoting convertible shares were authorized. All common stock shares have full dividend rights. However, it is not anticipated that the Company will be declaring distributions in the foreseeable future.

Upon formation, the Company sold the founder 2,000,000 shares of $0.0001 par value common stock for $1,000 cash. Also upon formation, the Company paid the founder stock based compensation for services rendered of 10,000,000 shares of $0.0001 par value class A preferred super majority voting stock. These preferred shares have a stated value of par value of $0.0001. The holder of the Class Stock shall have the right to vote on any matter with holders of Common Stock and may vote as required on any action, which Colorado law provides may or must be approved by vote or consent of the holders of the specific series of voting preferred shares and the holders of common shares. The Record Holders of the Class B Preferred Shares shall have that number of votes equal to that number of common shares which is not less than 60% of the vote required to approve any action, which Colorado law provides may or must be approved by vote or consent of the holders of other series of voting preferred shares and the holders of common shares or the holders of other securities entitled to vote, if any

Upon execution of a patent sublicense agreement the Company issued 22,768,273 shares of its class B preferred convertible stock to a trustee on behalf of shareholders of the original license agreement. These shares were converted into regular common stock upon the company registering the underlying shares with the SEC and distribution to stockholders which occurred in the 2015 fiscal year.

In the last quarter of 2015 the Company issued 350,000 shares of stock to two contractors for past work. As the Company has issued no stock for cash the Company valued the compensation based upon par value of $.0001 per share resulting in a compensation expense of $35 per share in the period the stock was issued.

In the third quarter of 2016 the Company issued 14,881,727 shares to the Company CEO as part of the reorganization into the Delaware Holding Corporation. As the Company has issued no stock for cash the Company valued the transaction based upon par value of $.0001 per share, resulting in general and administrative expense of $1,488 in the current period.

7

Professional and contractor expenses

Professional and contractor expenses are comprised of the following in the nine-month period ended September 30, 2016:

  September 30,
2016
  September 30,
2015
 
Contract Management Fees $48,600  $48,600 
Other Professional Services  35,110   123,886 
  $83,710  $172,486 

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principlesGAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosuredisclosures 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 March 31, 2022, and December 31, 2021, the Company’s cash balances exceeded federal insurance limits by $1,267,613 and $581,209, respectively.

11

 

Stock Based Compensation

EDGE DATA SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

As of March 31, 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 March 31, 2022 and December 31, 2021, the Company’s had $68,159 and $11,530 of inventory and had outstanding deposits of $1,216,941 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 March 31, 2022 and December 31, 2021, the Company’s property and equipment consisted of $102,762 and $84,133 of computing equipment, net of $52,273 and $16,641 of accumulated depreciation, all respectively. Depreciation expense for three months ended March 31, 2022 and 2021 was $7,236 and $6,978, 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 March 31, 2022, the Company 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 March 31, 2022 and December 31, 2021, respectively. The remaining accounts payable of $99,325 and $44,174 as of March 31, 2022 and December 31, 2021, respectively, consisted of amounts due for professional services and various other general and administrative expenses incurred after the acquisition.

As of March 31, 2022 and December 31, 2021, accrued liabilities consisted of the following:

SCHEDULE OF ACCRUED LIABILITIES

  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 

12

 

EDGE DATA SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

As of March 31, 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

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 revenue activities consist of:

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.

During the three months ended March 31, 2022 and 2021, the Company recognized $0 and $16,774 of revenue from its customers’ usage of computing credits, with associated costs of $0 and $17,650, 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.

As of March 31, 2022 and December 31, 2021, the Company recognized $2,015,554 and $3,197,990, in deposits representing cash paid by customers for data center infrastructure products to be delivered in subsequent periods and had corresponding deposits with vendors of $1,216,941and $2,161,683 for product to be delivered, all 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 March 31, 2022 and December 31, 2021, the carrying value of crypto assets held by the Company was $3,940 and $3,940, 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. The Company generated no cryptocurrency income and did not record an impairment loss during the three months ended March 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 under ASC 718 and EITF 96-18 when stock or options are givenawarded for previous or current service without further recourse.

Net Income (Loss) per Share

The Company issuedCompany’s potentially dilutive securities, common stock options to contractors that hadwarrants, have been providing services to the Company upon their termination of services. Under ASC 718 and EITF 96-18 these options were recognized as expenseincluded in the computation of diluted net income per share for the six-month period issued because they were given as a formended June 30, 2021. Net income per share for the six-month period ended June 30, 2021 was calculated by dividing the net income by the weighted-average number of compensationcommon shares outstanding for services already rendered with no recourse.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 summarizes  share-based compensation expense recorded in selling, general and administrative expenses during each period presented:

  September 30,
2016
  December 31,
2015
 
Stock award     350,000 
Total Share-Based Compensation Exp $  $35 

Insets forth the last quarter of 2015 the Company issued 350,000 shares of stock to two contractors for past work. As the Company has issued no stock for cash the Company valued the compensation based upon par value of $.001net income per share resulting in a compensation expense of $35 per share incomputation for the period the stock was issued.three months ended March 31, 2022:

SCHEDULE OF NET INCOME (LOSS) PER SHARE

Stock option activity was as follows:

  Number of
Shares
  Weighted Average
Exercise Price ($)
 
       
Balance at December 31, 2014  1,000,000   0.20 
Granted  0    
Exercised  0    
Forfeited or expired  0    
Balance at December 31, 2015  1,000,000   0.20 
Granted  0    
Exercised  0    
Forfeited or expired  0    
Balance at September 30, 2016  1,000,000   0.20 

  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 

 

813

 

The following table presents information regarding options outstandingEDGE DATA SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

As of March 31, 2022 (Unaudited) and exercisable as of September 30, 2016:for the Three Months Then Ended (Unaudited)

Weighted average contractual remaining term - options outstanding  0.0 years 
Aggregate intrinsic value - options outstanding   
Warrants exercisable  1,000,000 
Weighted average exercise price - options exercisable $0.20 

The fair value of each option granted is estimated on the date of the grant using the Black-Scholes option pricing model with weighted average assumptions for grants as follows:Income Taxes

Risk-free interest rate0.01%
Expected life of options 4-5 years 
Annualized volatility144.00%
Dividend Income0.00%

Income Tax

The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109 (“SFAS 109”).  Under SFAS 109 deferred taxes are provided on a liability method whereby deferredis subject to taxation in various jurisdictions and may be subject to examination by various authorities.

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 future tax consequences attributable to differences between the reportedfinancial 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. Deferred tax assets and liabilities are adjusted

The Company recognizes the amount of taxes payable or refundable for the effectscurrent year and recognizes deferred tax liabilities and assets for the expected future tax consequences of changesevents and transactions that have been recognized 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 options, 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.

Revenue Recognition

The Company is currently in the Development stage and has very limited revenues. Revenue will be recognized on an accrual basis as earned once operations commence.

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.statements or tax returns.

Going Concern and Managements’ PlansNOTE 3: GOING CONCERN

As shown in the accompanying financial statements for the period ended September 30, 2016,as of March 31, 2022, the Company had $1,517,613 of cash, has aincurred substantial operating losses, and had an accumulated deficit of $1,129,918. Furthermore, the Company’s revenue history is limited, operating history.and there can be no assurances of future revenues or sufficient profits to fund operations.

Given these factors, the Company may require 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 do so.continue as a going concern. The financial statements do not include any adjustmentadjustments 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 a plan in placedesignated 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 remove this threat through the issuance of notes payable and common stocks offerings. If the Offering raises at least $250,000, then the Company’s estimated expenses relatedvote upon matters submitted to the Offering andholders of common stock, par value $0.0001 of the expenses relatedCompany. Class A shares have a vote equal to initial projected operating coststhe number of shares of common stock of the Company willwhich would give the holders of the Class A shares a vote equal to sixty percent (60%) of the common stock. This vote shall be covered. However,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 will needissued a total of 7,000,000 Class A shares to generate more than the expensesits CEO and President (formerly COO) as stock-based compensation for services rendered.

The Company has not currently authorized a Class B designation of the Offering in order to have enough capital to execute its business plan.Preferred Stock.

914

 

Recent Accounting PronouncementsEDGE DATA SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

As of March 31, 2022 (Unaudited) and for the Three Months Then Ended (Unaudited)

The Company has revieweddesignated ten million (10,000,000) shares of its preferred stock, par value $0.001 as Class C Convertible Preferred Non-Voting Stock (“Class C”). As amended and filed with the State of Delaware on December 17, 2020, each share of Class C shall be convertible into one (1) share of common stock. In mid-2021, the State of Delaware rejected the December 17, 2020 amendment, as filed. On April 13, 2022, the Company’s Board elected to not adjust or re-file the amendment, resulting in the Class C Preferred shares retaining the original conversion rate of five (5) common shares per Class C share.

The holders of Class 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 shall have the right to redeem, 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.

The following table sets forth the Company’s warrant activity through March 31, 2022:

SCHEDULE OF WARRANTS ACTIVITY

  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             

On February 28, 2022, convertible noteholders converted $638,660, consisting of $549,500 of outstanding principal and $89,160 of accrued interest, into 1,824,751 equity units, each consisting of (1) one share of the Company’s common stock and (1) Class B Warrant to purchase one share of common stock for $1.00 up to three years from the issuance date.The Company assigned a value of $456,188, based on a recent private transaction at $0.25 per share, to the common stock and the remaining value of $182,472to the warrants, using the following Black-Scholes inputs:

Time to Maturity: 3 years
Risk-Free Rate: 1.68%
Volatility: 103%

As of March 31, 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 March 31, 2022, the Company had 10,983,832 common shares outstanding.

As of March 31, 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 three months ended March 31, 2022, the Company recognized compensation expense totaling $286,250 and $305,501to its CEO and President, respectively, and $36,500 to Synergia CPA, LLC and $3,500 to Synergia Technology Services, LLC, both entities fully owned and controlled by the CFO, for contract CFO and other finance and IT services furnished to Edge.

During the three months ended March 31, 2022, the Company’s CEO, President and CFO paid expenses on behalf of the Company totaling $20,634, $11,007 and $12,921, and the Company repaid $20,778, $17,162 and $14,217 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 March 31, 2022, the Company was indebted to the CEO for $3,014, the President for $2,655 and the CFO for $0, all respectively, for expenses paid on behalf of the company.

15

EDGE DATA SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

As of March 31, 2022 (Unaudited) and for the Three Months Then Ended (Unaudited)

NOTE 6: CONVERTIBLE NOTES

On February 15, 2022, the Company repaid the entire outstanding balance of $118,725 on a convertible note, consisting of $100,000 original principal and $18,725 of accrued interest.

On February 28, 2022, convertible debtholders converted a total of $638,660, consisting of $549,500 of amended principal and $89,160 of accrued interest, into 1,824,751 equity units at a rate of $0.35 per unit. Each unit consists of one (1) share of Common Stock and one (1) Class B Warrant. Holders of Class B Warrants are entitled to purchase one (1) share of Common Stock at a strike price of $1.00 within three years of the issuance 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.

As of March 31, 2022 and December 31, 2021, the Company owed $100,000 and $749,500 in outstanding principal on convertible notes, respectively. The Company is currently in default on the $100,000 note, but it is working with the noteholder to resolve the default.

During the three 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.

NOTE 7: CONCENTRATIONS, COMMITMENTS AND 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 three months ended March 31, 2022, the Company paid a total of $3,876, including $3,385 of principal and $491 of interest, to the lessor and recognized $3,241 of lease expense for the three months ended March 31, 2022.

16

EDGE DATA SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

As of March 31, 2022 (Unaudited) and for the Three Months Then Ended (Unaudited)

As of March 31, 2022, lease-related assets and liabilities consisted of:

SCHEDULE OF LEASE RELATED ASSETS AND LIABILITIES

Assets    
Prepaid expense $1,047 
Right of use asset - finance lease  12,965 
Security deposit  7,753 
Total lease-related assets $21,765 
     
Liabilities    
Lease liability - finance, current portion $13,371 
Lease liability - finance, non-current portion  - 
Total lease-related liabilities $13,371 

Future maturities of the lease liability are as follows:

SCHEDULE OF MATURITIES OF LEASE LIABILITY

     
2022 (Q2-Q4) $10,828 
2023  2,543 
Total future maturities $13,371 

17

EDGE DATA SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

As of March 31, 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 $5,000for each day in the event deliveries are ten or more days late and penalties of $10,000per 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 pronouncements and does not believe the future adoption of any such pronouncements may be expected to causestandards could have a material impacteffect on itsthe accompanying financial condition or results of operations.statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

Related Party TransactionsNOTE 12: SUBSEQUENT EVENTS

The Company pays its Chief Executive Officer, Paul Dickman through Mr. Dickman’s consulting company, Breakwater Finance, LLC. For the nine-month period ended September 30, 2016 and June 30, 2015, management fees were $48,600 and $48,600 respectively. In the third quarter of 2016On April 4, 2022, in connection with an employment agreement, the Company issued 14,881,727agreed to issue 50,000 fully vested common shares and 200,000 options to purchase common stock at $1.00 per share, vesting ratably over 24 months.

On April 5, 2022, the Company entered into an agreement with NewStar Media, LLC (“NewStar”) under which NewStar will provide public relations services to the Company. Under the agreement, the Company CEO as partpaid a one-time conference management fee of $17,500 and will pay a monthly retainer of $12,500, with the first and last month’s retainer due on April 8, 2022. On May 12, 2022, the Company further 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 reorganization into the Delaware Holding Corporationproject.

Subsequent Events

Subsequent to period endOn April 21, 2022, the Company finalized a reorganizationentered into a Delaware holding corporationconsulting agreement with Greengate Consulting, LLC (“Greengate”) under which Greengate will provide management, engineering, real estate and changed its nameother services relevant to Southeastern Holdings, Inc. Additional information relatedEdge’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 this transactionprovide 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 been presented in our 8-K filed November 3, 2016.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.

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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.

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

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

The CompanyGeneral

History of Edge Data Solutions, Inc., a Delaware Corporation 

EDGE DATA SOLUTIONS, INC. (the “Company”, “Edge”) was incorporated in Coloradothe State of Delaware on September 22, 2016 and commenced its current operations after its reverse acquisition on August 23, 2018. Extended discussion of Edge’s corporate history, including predecessor entities and affiliates, is incorporated by reference in Septemberthe Company’s Form 10-K filed on April 1, 2022.

Business Description

Edge Data Solutions, Inc. (the “Company,” “Edge”), a Delaware Corporation, believes it is poised to be an industry-leading edge data center, 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.

Compared to air-cooled solutions, Edge’s EPP offers reduced carbon footprint and increased ROI through:

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

EPP serves efficient next-generation immersion-cooled computing power for a variety of 2013.applications, including sustainable cryptocurrency mining, edge computing. Long-term, opting for EPP significantly reduces investment, and certain edge computing applications require less up-front investment.

Industries that will benefit from low-latency technology with a lower carbon footprint include cryptocurrency mining, public and private cloud providers, data centers, high-performance computing providers, virtual desktop infrastructure providers, telecom, cybersecurity and disaster recovery providers, streaming providers, artificial intelligence innovators, colleges, hospitals, governments, and enterprise blockchain infrastructure providers.

20

 

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 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 had minimal operationsanticipates future revenue from inceptionits 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 December$36,935 for the three months ended March 31, 2015.2021, 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 is inrecognized stock-based compensation expense of $0 for the business of marketing and selling traffic safety equipment. We have licensed and sub-licensed I.P.three months ended March 31, 2022, as compared to $19,000 for the three months ended March 31, 2021, for a spring traffic cone dispenser designed to protect highway workers, first responders to vehicle collisions and highway incidents, law enforcement personnel, towing operators, private and public utility workers, as well as pedestrians and motorists. Our flagship product, The Kone General Automatic Safety Cone Deployment System, isdecrease of $19,000, or 100%. This decrease resulted from the world’s first and only portable safety cone dispensing system. Safe D-Ploy Spring Cones are patented MUTCD (Manual on Uniform Traffic Control Devices) compliant highway safety cones. However, due to lack of success in developing a market for our current product we have fully impairedCompany entering no new agreements that included stock-based compensation during the intellectual property and license agreement and are currently seeking a new product to take to market.three months ended March 31, 2022.

We have begun initial minimal operations and are currently without revenue. We engaged a marketing consultant to develop a marketing and sales plan for both the spring traffic cone and our automatic traffic cone dispenser in 2015. We have engaged and are currently under agreement with a globally recognized manufacturer’s representation firm, The Johander Company of Minneapolis, to help guide us into retail markets, build a manufacturer’s representative network, and drive retail sales of our Spring Cone and Safe-D-ploy product accessories. Up to this point these efforts have not resulted in sustainable sales and the company is currently looking for additional product lines that it can add to its product offerings though none have been identified at this time.

We are in the developmental stage of our business. Since our incorporation September 2013, we have been engaged in securing both exclusive and non-exclusive license agreements for our key products, designing a marketing plan, and lining up suppliers and manufacturers for production.

During the 2016 fiscal year, we intend to focus our efforts on raising additional operating capital and finding additional business areas we can expand into.

Results of Operations

There were no revenues in the ninethree months ended September 30, 2016March 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 oneconversion 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 resultingof 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.

21

As a result of the changes in revenueoperating expenses and other expenses, the Company generated net income of $1,725 in$1,209,791 for the similar calendar periodthree months ended March 31, 2022, as compared to a net loss of 2015.$122,871 for the three months ended March 31, 2021, a change of $1,332,662, or 1,085%.

Expenses decreased from $188,519 in the nine-month period ended September 30, 2015The future trends of all expenses are expected to $90,550 in the nine-month period ending September 30, 2016. This decrease wasbe primarily causeddriven 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 reducing professional fees and services while it determines its ongoing financing strategy.will be successful in doing so.

Liquidity and Capital Resources

During the nine-months ended September 30, 2016 the Company received $20,000 from the issuance of notes payableThe Company’s cash position at March 31, 2022 increased by $686,404 to $1,517,613, as compared to no fundinga balance of $831,209, as of December 31, 2021. The increase in cash for the three months ended March 31, 2022 was attributable to net cash provided by operating activities of $915,484, $118,905 of net cash used in investing activities, and net cash used in financing activities of $110,175.

As of March 31, 2022, the Company had working capital of $143,658, compared to a deficit in working capital of $1,593,822 at December 31, 2021, representing an increase in working capital of $1,737,480, which was largely attributable to sales-related cash inflows and repayments and conversions of outstanding short-term convertible notes.

22

Net cash provided by operating activities of $915,484 during the nine-monthsthree months ended June 30, 2015. In additionMarch 31, 2022, as compared to net cash of $453,613 provided by operating activities for the company received $7,500 fromthree months ended March 31, 2021, was primarily attributable to payments related to sales.

Net cash used in investing activities of $118,905 for the three months ended March 31,2022, as compared to $1,152 of cash used by investing activities for the three months ended March 31, 2021, was attributable to the Company acquiring less data center equipment in 2021 and payments made related to prospective joint ventures for two data center sites at which the Company plans to perform research and development and roll out cloud services.

Net cash used in financing activities was $110,175 during the three months ended March 31, 2022, as compared to net cash used in financing activities of $42,105 during the three months ended March 31, 2021, was primarily a result of the repayment of a convertible note.

As reported in the accompanying consolidated financial statements, for the three months ended March 31, 2022 and 2021, the Company generated net income of $1,209,791 and incurred a net loss of $122,871, respectively. The Company’s ability to continue as a going concern is dependent upon its ability to continue to generate sufficiently profitable revenue and its ability to raise capital in the event it does not generate revenue. It intends to finance its future operating activities and its near-term working capital needs through the sale of immersion-cooled data center solutions and through additional capital. The sale of equity and entry into other future financing 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 payable.

Duringor other debt financing, these activities or other debt could contain covenants that would restrict the twelve -months ending September 30, 2017Company’s operations. Any other third-party funding arrangements could require the Company estimates itto relinquish valuable rights. The Company will need approximately $250,000require 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, its revenues are currently comprised of few customers, and the loss of any significant customer could be detrimental to implementits ability to execute on its business plan. Other thanThe Company expects to continue to generate sufficiently profitable revenues, but there can be no assurance that it will be successful in these efforts. The future trends of all expenses are expected to be primarily driven by the foregoing,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 generate sufficient revenues and raise any necessary capital. There can be no assurance that the Company does not knowwill be successful in doing so.

Financial Condition

The Company’s total assets as of any trends, eventsMarch 31, 2022 and December 31, 2021 were $3,065,028 and $3,095,177, respectively, representing a decrease of $30,149, or uncertainties that have had,1%. Total liabilities as of March 31, 2022 and December 31, 2021 were $2,748,735 and $4,627,335, respectively, for a decrease of $1,878,600, or are reasonably expected41%. The significant change in the Company’s financial condition is attributable to have,the delivery of data center solutions and repayments and conversions of convertible debt during the three months ended March 31, 2022.

As a material impact on sales, revenues or incomeresult of these transactions, the Company’s cash position increased from continuing operations, or liquidity$831,209 to $1,517,613 during the three months ended March 31, 2022.

Off-Balance Sheet Arrangements

None.

Item 3. Quantitative and capital resources.Qualitative Disclosures About Market Risk.

Not required for smaller reporting companies.

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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 PrincipalChief Executive Officer and PrincipalChief 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 PrincipalChief Executive Officer and PrincipalChief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our management concluded that, as of September 30, 2016,March 31, 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 NINE-monthsquarter ended September 30, 2016March 31, 2022 that materially affected or are reasonably likely to materially affect our internal control over financial reporting.

13

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.

None.

24

 

None.

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

31.1Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INSXBRL Instance Document
101.SCHXBRL Schema Document
101.CALXBRL Calculation Linkbase Document
101.DEFXBRL Definition Linkbase Document
101.LABXBRL Labels Linkbase Document
101.PREXBRL Presentation Linkbase Document

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SIGNATURES

SIGNATURES

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

SAFE LANE SYSTEMS,EDGE DATA SOLUTIONS, INC.
Date: May 16, 2022 By:
By:/s/ Delray Wannemacher
Delray Wannemacher, Chairman and CEO
(Chairman of the Board and Principal Executive Officer)

Dated: May 16, 2022
By:/s/ Paul DickmanManos
Paul Dickman, Chief Executive Officer, PrincipleManos, Interim CFO
(Principal Financial and Accounting OfficerOfficer)

Dated: May 16, 2022
By:/s/ Daniel Wong
Daniel Wong, President and Director

Date:  November 23, 2016

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