Exhibit
10.7


 


 


 


 


December
8, 2021


 


Edge
Data Solutions, Inc.


Attn:
Delray Wannemacher, CEO


3550
Lenox Road NE.


21st
Floor


Atlanta
GA 30326


 


Dear
Mr. Wannemacher:


 


Synergia
CPA, LLC (“Synergia”, “We”, “Us”) is pleased to provide Edge Data Solutions, Inc. (hereinafter “the
Company”, “you”, “your”, “client”) with the professional services described below. This letter
serves to confirm our understanding of the terms and objectives of our engagement and the nature and limitations of the services we will
provide and serves to amend the engagement letter dated October 19, 2021. Changes are bold, italics and underlined.


 


Scope
of Engagement


 


Synergia
CPA, LLC is engaged to perform the following services concerning the Company and its subsidiary, Blockchain Holdings, LLC:


 


	 	1.	SEC
    Filing Management and Audit Preparation – We will assist the Company in the preparation of the accounting portions of its SEC
    Form 10-Q, 10-K and other pertinent filings. Accordingly, we will:


 


	 	a.	Manage
    the filing processes
	 	b.	Coordinate
    with Turner, Stone & Company LLC, the Company’s auditor, on audit requests
	 	c.	Coordinate
    with management and counsel on any necessary aspects of these filings
	 	d.	Coordinate
    with M2 Compliance for EDGAR and XBRL processes
	 	e.	Make
    adjustments deemed necessary to convert books to the appropriate financial reporting basis
	 	f.	Prepare
    financial statements to be included in these filings
	 	g.	Prepare
    financial portions of the filings for management and auditor review
	 	h.	Prepare
    financial data for press releases and coordinate with management and counsel, as necessary
	 	i.	Address
    accounting comments in any SEC comment letters arising from these filings and coordinate with management and counsel, as needed,
    to satisfy such communications


 


	 	2.	Monthly
    US GAAP Accounting – As an addition to the existing month-end close process, we will prepare and post appropriate US GAAP adjustments
    to the Company’s accounting system each month. This also includes any necessary routine controllership, bookkeeping,
    accounts receivable, accounts payable and other accounting services necessary to maintain the Company’s accounting and finance
    function.
	 	 	 
	 	3.	Process
    Establishment and Improvement – We will work with the Company’s controller and senior management, as needed, to consult
    on, establish and improve finance-related processes, such as:


 


	 	a.	Financial
    reporting and SEC filings
	 	b.	Customer
    purchase orders, invoicing and tracking
	 	c.	Payroll
    and reimbursement processes
	 	d.	Receivables
    management
	 	e.	Accounts
    payable and vendor management
	 	f.	Establishment
    and improvement of internal controls.
	 	g.	Other
    areas, as identified


 




    	19 Old Town Square · Suite 238 · Fort Collins, Colorado 80524 · USA



    	 



    

 


 


 


	 	4.	Financial
    Planning and Analysis – We will assist with budgeting, forecasting, profitability analysis, cash flow management, staffing
    analysis and other business consulting needs, as directed by management.
	 	 	 
	 	5.	Tax
    – We will consult on and assist with Federal, State and Local income and other tax filings, as needed.
	 	 	 
	 	6.	Operations
    – We will provide operational consulting and support to the Company as needed from time to time. For example, we will consult
    on and perform procurement functions, projects and other similar functions as designated by senior management. 
	 	 	 
	 	7.	CFO
    – Upon approval by the Company’s Board of Directors, Paul Manos, will serve as the Company’s CFO, Principal Financial
    Officer and Principal Accounting Officer.


 


Synergia
Technology Services, LLC d/b/a SynergiaTech (“STS”), our affiliate, will separately perform the information technology consulting
services, as set forth in the separate agreement in APPENDIX A. Any references within this engagement letter to such services
and the corresponding fees paid are referenced herein or collected together with Synergia’s fees strictly for convenience and shall
in no way be deemed to have been provided by Synergia CPA, LLC. Any liability arising from performance of information technology consulting
services shall pertain solely to STS.


 


This
engagement only contemplates services provided to Edge Data Solutions, Inc. in its current legal structure and does not include services
pertaining to prospective acquisitions or other external entities.


 


The
engagement cannot be relied on to disclose errors, irregularities, or illegal acts, including fraud or theft. However, we will inform
you if such matters come to our attention.


 


You
may request that we perform additional services not contemplated by this engagement letter. If this occurs, we will communicate with
you regarding the scope and estimated cost of these additional services. Engagements for additional services may necessitate that we
amend this letter or issue a separate engagement letter or change order to reflect the obligations of both parties. Any such additions
to the scope must be agreed upon in writing by both parties. In the absence of any articulated terms or other written communications
from us documenting additional services, our services will be limited to and governed by the terms of this engagement letter.


 




    	19 Old Town Square · Suite 238 · Fort Collins, Colorado 80524 · USA



    	 



    

 


 


 


Client
Responsibilities


 


You
authorize us to accept instructions from your representatives, Delray Wannemacher and Daniel Wong (and any personnel they designate),
for this engagement.


 


You
agree that we may communicate and share any necessary information or documentation with the Company’s auditors, counsel, tax accountants
and anyone else you authorize us to on your behalf.


 


You
agree that any decision you ask us to make on your behalf shall be deemed management’s decision and agree that management bears
full responsibility for the results of such.


 


As
a condition to our performing the services described above, you agree to:


 


	 	●	designate
    an individual within senior management, to oversee the services;
	 	●	evaluate
    the adequacy and results of the services performed; 
	 	●	accept
    responsibility for the results of the services; and 


 


While
we may identify and bring internal control matters to your attention as they arise, we have no responsibility to identify and communicate
deficiencies or material weaknesses in your internal control as part of this engagement.


 


You
understand that effective and timely fulfillment of our obligations to you critically depends upon your full cooperation.


 


You
agree to respond accurately and completely to our requests and inquiries in a timely manner.


 


You
are not entitled to rely on any oral or written advice provided by us.


 


Service
Provider Responsibilities


 


We
will perform our services in accordance with applicable professional standards.


 


This
engagement is strictly limited to the professional services outlined above. Synergia CPA, LLC, in its sole professional judgment,
reserves the right to refuse to take any action that could be construed as making management decisions or performing management functions.


 


The
above professional services will be performed based on information you provide or otherwise make available to us. We will not necessarily
verify and will not audit this information. While we may prepare financial statements and other information during the course of this
engagement, we will not audit, review, or compile your financial statements or issue any reports thereon. Our engagement cannot be relied
upon to disclose irregularities, errors, fraud, or theft.


 


Term
of Engagement


 


We
anticipate that the Form 10-Q filings will be completed within 30 days of the close of each quarter and that the Form 10-K filings will
be completed within 75 days of the end of the fiscal year. While we will dedicate our best efforts to this end, we do not guarantee these
estimates, as they may be subject to unforeseen delays and are dependent upon cooperation of all parties.


 


Fees
and Billings


 


Our
fees are based upon the complexity of the work to be performed, our professional efforts, and the inherently high levels of risk associated
with providing accounting services to public companies and other entities under the regulatory purview of the U.S. Securities and Exchange
Commission. Fees for services rendered by Synergia and STS are due together on December 8, 2021 and on the 15th day of each
following month for the duration of the contract, beginning on November 15, 2021, as follows:


 


	Services performed by Synergia CPA, LLC (this engagement letter)	 	$	9,000	 
	Services performed by Synergia Technology Services, LLC (APPENDIX A)	 	 	1,000	 
	Total fee remitted to Synergia CPA, LLC each month	 	$	10,000	 



 




    	19 Old Town Square · Suite 238 · Fort Collins, Colorado 80524 · USA



    	 



    

 


 


 


The
first $10,000 billing will take effect on December 15, 2021.


 


Fees
are considered earned, as follows:


 


50%
– 16th through last day of a given month, or any portion thereof in which services have been rendered


 


50%
– 1st through 15th day of a given month, or any portion thereof in which services have been rendered


 


In
addition to the fees outlined above, you agree to reimburse us for travel (actual incurred), mileage (at IRS rates for the year of incurrence),
and direct out-of-pocket costs (actual) incurred in conjunction with performance of this engagement. Billings for these expenses shall
be due on receipt.


 


During
the course of this engagement, certain needs may arise outside the scope of this agreement. Changes in the business needs requiring additional
attention may also arise and impact fees. We will be happy to discuss any such needs and communicate any additional costs.


 


Termination
and Other Terms


 


This
agreement may be terminated at any time by either party without penalty. Earned portions of fees shall be retained or paid (if unpaid)
promptly to us, and we will promptly return to you any unearned fees paid to us by you in such event.


 


You,
as the Company’s representative, personally guarantee full and timely payment of all fees and expenses contemplated by this engagement
letter, as well as any financed portions of such. This personal guarantee applies in the event of default for any reason and shall not
be construed as a separate business relationship between Synergia and the individual guarantor.


 


The
issuance of equity-based compensation directly to our managing member shall by no means create a separate business relationship between
the Company and our Managing Member. The business relationship shall remain exclusive to the parties contemplated in the first paragraph
of this letter.


 


We
reserve the right to suspend services or withdraw from this engagement at any time, without completing the work and retaining all fees
paid to date if you fail to comply with the terms of this engagement letter or if we discover any indication of fraud or ethical issues
among management or as we determine professional standards require.


 


If
any portion of this agreement is deemed invalid or unenforceable, such a finding shall not invalidate the remainder of the terms set
forth in this engagement letter.


 


Our
work product is valid only for the purpose stated herein. You agree not to reference our name, the fee you paid, or our report, in whole
or in part, in any document distributed to third parties (beyond the company’s auditors, attorneys, investors and board members)
without our written consent. This shall not apply to required disclosures in regulatory filings.


 


We
will rely upon data provided to us by you without independent verification or confirmation. You warrant that all information provided
to us is complete and accurate to the best of your knowledge. We will rely on your involvement in the development of required data and
certain planning activities.


 


This
letter of engagement, governed by Colorado law and establishing the only valid legal theatre as Larimer County, Colorado, represents
the entire understanding and agreement between you and Synergia and supersedes all verbal or previous understandings and agreements relating
to this engagement. This engagement agreement may not be modified except in writing signed by both you and Synergia.


 




    	19 Old Town Square · Suite 238 · Fort Collins, Colorado 80524 · USA



    	 



    

 


 


 


You
agree to indemnify and hold us harmless against any and all liability, claim, loss, cost, and expense, whatever kind or nature, which
we may incur, or be subject to, as a party, expert witness, witness or participant in connection with any dispute or litigation involving
you unless such liability, claim, loss, cost, and expense, whatever kind or nature, is due to our wrongdoing and such wrongdoing is not
caused by, related to in any manner, or the result of information provided to us by you. The extent of Synergia’s liability for
completeness and accuracy or any other aspect of our work shall not exceed the cash amount paid to Synergia for professional fees under
this specific engagement. You are responsible for any liability to parties not included in this agreement and agree to furnish us and
our officers with legal counsel and reimburse any pertinent expenses, should we be party to any legal or regulatory matter arising directly
or indirectly from this engagement.


 


This
indemnity includes all out-of-pocket expenses (including travel costs and attorney fees) and payment for all our staff members’
time at standard hourly rates in effect at the time rendered to the extent we attend, prepare for, or participate in meetings, hearings,
depositions, trials, and all other proceedings, including travel time. If we must bring legal action to enforce this indemnity, you agree
to pay all costs of such action, including any sum the court may fix as reasonable attorney fees.


 


If
this agreement or any monies due under the terms hereof, is placed in the hands of an attorney or collections agency for collection of
the account, you promise and agree to pay our attorney fees and collection costs, plus interest at the then legal rate, whether or not
any legal action is filed. If any suit or action is brought to enforce, interpret, or collect damages for the breach of this agreement,
you agree to pay our reasonable attorney fees and all costs of such suit or action, including any appeal as fixed by the applicable court
or courts.


 


Plain
English


 


As
management, you are responsible for effective oversight and timely reviewing the Company’s financial information. While it is impossible
to be 100% hands-off, and we do need timely, accurate and complete information and documents from you to properly prepare financial information,
we strive to take ownership of the process and save you valuable time and headache. Please let us know if there is anything we can do
to make your life easier.


 


We
are committed to providing you with outstanding service and rely on timely and appropriate feedback from you to continue to do so. Please
let us know promptly if any issues arise or if we can better serve you in any way.


 




    	19 Old Town Square · Suite 238 · Fort Collins, Colorado 80524 · USA



    	 



    

  


 


 


Acceptance


 


We
appreciate the opportunity to be of service to Edge Data Solutions, Inc. Please date and sign the enclosed copy of this engagement letter
and return it to us to acknowledge your agreement with its terms.


 


	Very
    truly yours,	 
	 	 
	/s/
    Paul Manos	 
	Paul
    Manos, Managing Member	 
	Synergia
    CPA, LLC	 
	 	 
	APPROVED
    FOR:	 
	Edge
    Data Solutions, Inc.	 
	 	 
	/s/
    Delray Wannemacher	 
	Delray
    Wannemacher, CEO	 
	Edge
    Data Solutions, Inc.	 
	December
    8, 2021	 


 




    	19 Old Town Square · Suite 238 · Fort Collins, Colorado 80524 · USA



    	 



    

 


EXHIBIT
A


 


IT
Consulting Agreement


Synergia
Technology Services, LLC d/b/a SynergiaTech


 


IT
CONSULTING AGREEMENT


 




    	 



    	 



    

 


 


 


This
IT Consulting Agreement is made effective as of December 8, 2021, by and between:


 


Edge
Data Solutions, Inc. (“client”), a Delaware Corporation having an address of 3550 Lenox Road NE, 21st Floor, Atlanta,
Georgia 30326; and


 


Synergia
Technology Services, LLC d/b/a SynergiaTech (“service provider”, “SynergiaTech”), a Colorado Limited Liability
Company having an address of 19 Old Town Square, Suite 238, Fort Collins, Colorado 80524.


 


Whereas
Client is the reseller of certain IT Systems (hereinafter defined) and Solutions (hereinafter defined) and utilizes various Cloud Services
(hereinafter defined) for internal and external purposes, for which Client desires Service Provider to perform certain Services (hereinafter
defined); and Whereas Service Provider desires to perform such Services on the terms and conditions set forth in this Agreement.


 


Now,
therefore, in consideration of the mutual promises set forth herein, the parties agree as follows:


 


DEFINITIONS.
For purposes of this Agreement, the following definitions shall apply:


 


(a)
“IT System(s)” shall mean the computer hardware, software and related network infrastructure the Client desires to resell,
assemble, deliver, maintain, monitor or otherwise place in operation for its Customers, or for Client’s use.


(b)
“Cloud Services” shall mean software, web-based services and any other computer-related services hosted and delivered to
and used by Client for internal or external purposes for a recurring fee.


(c)
“Services” shall mean consultation regarding the Strategy, Design, Operation, Maintenance and Management of IT Systems and
Cloud Services, as set forth in Description of Services.


(d)
“Customer” shall mean individuals or other entities to which Client resells its products.


(e)
“Strategy” shall mean the selection of IT Systems and Cloud Services, or a combination thereof, for Client’s internal
and/or external purposes.


(f)
“Design” shall mean planning and development of IT Systems and components.


(g)
“Operation” shall mean the operation of the IT System, including, but not limited to manipulation and computation of data
by the IT System, the outputting of such manipulated and computed data by the IT System, and communication between elements of the IT
System.


(h)
“Maintenance” shall mean remedial maintenance and preventive maintenance of the IT System(s).


(i)
“Management” shall mean the scheduling of the use of the IT System(s), procurement of supplies and spare parts therefor,
and recommendation or implementation of changes and additions thereto.


 


DESCRIPTION
OF SERVICES. Beginning on December 8, 2021, SynergiaTech will provide to Edge Data Solutions, Inc. the following services (collectively,
the “Services”):


 


(a)
One site visit to the Client’s data center facility in Colorado Springs, Colorado to evaluate and consult on the Design, Operation,
Maintenance and Management of the initial IT Systems to be sold to Client’s Customers;


(b)
Ongoing consulting on standardizing Strategy, Design, Operation, Maintenance and Management of IT Systems the Client seeks to sell to
its Customers;


(c)
Assisting Client with developing and adjusting its product and service offerings to its Customers;


(d)
Assisting Client with financial planning and analysis for internal and external IT Systems;


(e)
Ongoing consulting, selection, implementation and training on Client’s Cloud Services


 




    	19 Old Town Square · Suite 238 · Fort Collins, Colorado 80524 · USA



    	 



    

 


 


 


PAYMENT.
Payment of $1,000 shall be due upon execution of this agreement and on the 15th day of each following month. Synergia
CPA, LLC shall collect this payment on behalf of Service Provider, in aggregate with payment for services rendered by Synergia CPA, LLC,
as set forth in the engagement letter dated December 8, 2021.


 


Payment
shall be deemed earned under the following schedule:


 


50%
– 16th through last day of a given month, or any portion thereof in which services have been rendered


50%
– 1st through 15th day of a given month, or any portion thereof in which services have been rendered


 


In
addition to any other right or remedy provided by law, if Edge Data Solutions, Inc. fails to pay for the Services when due, SynergiaTech
has the option to treat such failure to pay as a material breach of this Agreement, and may cancel this Agreement and/or seek legal remedies.


 


TERM.
Either party may terminate this agreement at any point in time for any reason.


 


In
the event of any termination/cancellation of this Agreement, Service Provider:


 


(1)
May declare all amounts owed to it hereunder to be immediately due and payable;


(2)
Shall promptly return any unearned portion of fees paid, as defined in PAYMENT;


(3)
Cease performance of all Services hereunder without liability to Service Recipient;


 


The
foregoing rights and remedies of each party hereto shall be in addition to all other rights and remedies available to them in law and
in equity.


 


DEFAULT.
The occurrence of any of the following shall constitute a material default under this Agreement:


 


a.
The failure to make a required payment when due.


b.
The insolvency or bankruptcy of either party.


c.
The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application
or sale for or by any creditor or government agency.


d.
The failure to make available or deliver the Services in the time and manner provided for in this Agreement.


 


REMEDIES.
In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially
perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when
due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with
sufficient detail the nature of the default. The party receiving such notice shall have seven (7) days from the effective date of such
notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period
shall result in the automatic termination of this Agreement.


 


FORCE
MAJEURE. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by
causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations
gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended
to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, plague, epidemic, pandemic,
outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, fire, explosion,
vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections,
riots, or wars, or strikes, lock-outs, work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid
or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased.
An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees,
officers, agents, or affiliates.


 




    	19 Old Town Square · Suite 238 · Fort Collins, Colorado 80524 · USA



    	 



    

 


 


 


ENTIRE
AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other
agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral
agreements between the parties.


 


SEVERABILITY.
If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue
to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting
such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so
limited.


 


AMENDMENT.
This Agreement may be modified or amended in writing, if the writing is signed by the party obligated under the amendment.


 


GOVERNING
LAW. This Agreement shall be construed in accordance with the laws of the State of Colorado. The only valid legal theatre for this
agreement shall be Larimer County, Colorado.


 


NOTICE.
Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified
mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished
to the other in writing.


 


WAIVER
OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or
limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.


 


SIGNATURES.
This Agreement is signed on behalf of the parties, as follows:


 


	For
    Edge Data Solutions, Inc.:	 
	 	 
	/s/
    Delray Wannemacher	 
	Delray
    Wannemacher, CEO	 
	 	 
	For
    Synergia Technology Services, LLC.:	 
	 	 
	/s/
    Paul Manos	 
	Paul
    Manos, President	 


 




    	19 Old Town Square · Suite 238 · Fort Collins, Colorado 80524 · USA