SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC 20549
UNITED STATES

FORM 10-KSB/A

[X]    ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

FOR THE FISCAL YEAR ENDED
December 31, 2000

OR

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

FOR THE TRANSITION PERIOD FROM
_________________ TO __________________
COMMISSION FILE NUMBER: 0-20995

EDGE TECHNOLOGY GROUP, INC.
(Exact name of Registrant as specified in its charter)

DELAWARE
        (State or other jurisdiction of
        incorporation or organization)
        13-3778895
        (IRS Employer Identification No.)


901 Yamato Road, Suite 175, Boca Raton, Florida
        33431(Address of principal executive offices)
        (Zip Code)


(214) 999-2245
(Registrant's telephone number, including area code)

Securities registered pursuant
to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange
Act:

COMMON STOCK, PAR VALUE $.01 PER
SHARE
REDEEMABLE WARRANTS, EACH TO PURCHASE ONE SHARE OF COMMON STOCK
(Title of Class)

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

Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-B is not
contained herein, and will not be contained, to the best of the
Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB [  ].

The aggregate market value of the Registrant's
common stock, $.01 par value, held by non-affiliates as of April
11, 2001, based on the average bid and asked price of the common
stock as of April 11, 2001, was: $2,505,125.

The issuer's revenues for its
most recent fiscal year were $1,222,331.

As of April 11, 2001 there were
16,016,335 shares of the Registrant's common stock outstanding.

DOCUMENTS INCORPORATED BY
REFERENCE:
None.

Transitional
        Small Business Disclosure Format (Check one):
        Yes
        [  ]
        No [X]




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<PAGE>

PART II

|ITEM 8. | CHANGES IN
        AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL
        DISCLOSURE.
|------- | ---------------------------------------------------------------------------------------

On
April 12, 2001, Edge Technology Group, Inc. (the
"Company") selected the accounting firm of Grant
Thornton, LLP ("Grant Thornton") as the independent
accountants for the Company for the fiscal year ending December
31, 2000 to replace the accounting firm of Arthur Andersen LLP.
The decision to change accountants was approved by the Board of
Directors of the Company. The resignation of the former
accounting firm was disclosed in Form a 8-K filed on June 23,
2000.

In
addition, the Company (or anyone on the Company's behalf) did not
consult with Grant Thornton regarding either the application of
accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be
rendered on the Company's consolidated financial statements and
neither a written report nor oral advice was provided to the
Company that Grant Thornton concluded was an important factor
considered by the Company in reaching a decision as to an
accounting, auditing or financial reporting issue.

PART III

|ITEM 9. | DIRECTORS,
        EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
        COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
|------- | --------------------------------------------------------------------------------------------------------------------------------

Your Board of Directors

Below
are the names and ages of the directors of Edge Technology Group,
Inc., the years they became directors, their principal
occupations or employment for at least the past five years and
certain of their other directorships, if any.

|Graham C.
        Beachum II | Age 53, a
        director since January 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|---------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                             | Mr. Beachum
        has been the President and Chief Executive Officer of
        Edge since January 2001. From January 2000 to December
        2000, Mr. Beachum was a private investor. From September
        1996 to January 2000, Mr. Beachum was the Chairman and
        Chief Executive Officer of Axtive Corporation, a maker of
        customer relationship management software which was sold
        to Remedy Corporation in 2000. From March 1991 to
        September 1996, Mr. Beachum was a private investor.                                                                                                                                                                                                                             
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|J. Keith
        Benedict    | Age 29, a
        director since August 1999.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                             | Mr. Benedict
        has been Vice President of the general partner of HW
        Partners, L.P., the investment manager for several
        affiliated investment funds, which are stockholders of
        Edge Technology, since April 1999. From September 1996 to
        March 1999, Mr. Benedict served as an attorney in the
        corporate and securities section at the law firm of
        Bracewell & Patterson, L.P.   Mr. Benedict
        received his law degree from Washington & Lee
        University in May 1996.                                                                                                                                                                                                                      
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|John A.
        Wagner       | Age 45, a
        director since August 1999.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                             | Mr. Wagner
        serves as President of the Hunt Sports Group, L.L.C., and
        has been an officer of Hunt Sports Group, L.L.C. since
        January 1997. He is also the Chief Operating Officer of
        Hunt Financial Group, L.L.C. Mr. Wagner is also a Vice
        President of the general partner of HW Partners, L.P.,
        the investment manager for several affiliated investment
        funds which are stockholders of Edge.   Prior
        to January 1997, Mr. Wagner was a CPA and served 12 years
        in the public accounting industry, predominantly with
        Coopers and Lybrand, L.L.P. His area of expertise was
        federal and state tax issues for entrepreneurial- and
        sports-related interests.

All three directors are the nominees for
election as directors for the upcoming 2001 Annual Meeting of
Stockholders.

Named Executive Officers

Below are the
names and ages of the named executive officers of Edge Technology
Group, Inc. as of March 31, 2001 and a brief description of
their prior experience and qualifications.

|Graham C.
        Beachum II | Age 53,
        President and Chief Executive Officer,       
|---------------------------- | -------------------------------------------------------------
|                             | and
        director since January 2001.See the biography    
|                             | of Mr.
        Beachum under "Your Board of Directors" above.



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<PAGE>

|Thomas
        Peters   | Age 56,
        Vice President since January 2001. Mr. Peters                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|----------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                        | also
        served as our Executive Vice President and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                        | Chief
        Technology Officer from November 1999 until                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                        | July 2000 and again from September
        2000 until January 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                        | From July
        2000 until September 2000 he served as our                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                        | President
        and Chief Executive Officer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                        | Mr. Peters is
        Vice President of Edge and was a director of Edge from
        June 1999 until January 2001.  Mr. Peters has served
        as Edge's Executive Vice President and Chief Technology
        Officer from November 1999 to July 12, 2000 and again
        from September 2000 until January 2001, and served as the
        Chief Executive Officer, President and Secretary of Edge
        from July 17, 2000 to September 2000. Mr. Peters has also
        served as Edge's Vice President of Operations and
        Technology from May 1996 to November 1999. Since July
        1992, Mr. Peters has been the owner of Smart View, a
        company he founded to design and develop computer golf
        software to be used by golf professionals when giving
        video golf lessons. In March 1995, Smart View was engaged
        as an independent consultant to Edge and was principally
        responsible for the development of the software used in
        Edge's products. Smart View also developed operating
        systems used by Golf Academy at PGA National and at the
        Doral Golf Learning Center, each in Florida. Prior to
        forming Smart View, Mr. Peters, for 26 years, held
        various positions at IBM Corporation, including Manager
        of Application Development from July 1989 to July 1992
        and Personal Computer Product Planning Manager from 1984
        to 1989.
|                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Pierre
        Koshakji | Age 39,
        Vice President since January 200*1.* From                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                        | September
        2000 until January 2001 he served as                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                        | our
        President.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                        | Mr. Koshakji
        has served as the President of Entertainment Education
        Enterprise Corporation, an international investment group
        with interests in entertainment and technology holdings,
        since December 1995.   From February 1998 to
        December 1999, Mr. Koshakji served as President of
        Odyssey Pictures Corporation (OTCBB: OPIX), a media
        company. Mr. Koshakji held various positions in the
        sports industry from 1994 through 1997. He played a
        development role in establishing Major League Soccer
        (MLS), served as Senior Vice President of Marketing on
        the Las Vegas Domed Stadium project and served as
        Marketing Consultant to the San Francisco Giants new Ball
        Park at China Basin.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 





Section 16(a) Beneficial Ownership Reporting
Compliance

Under
U.S. securities laws, directors, certain executive officers and
persons holding more than 10% of our common stock must report
their initial ownership of the common stock, and any changes in
that ownership, to the SEC. The SEC has designated specific due
dates for these reports. Based solely on our review of copies of
the reports filed with the SEC and written representations of our
directors and executive offers, we believe that all persons
subject to reporting filed the required reports on time in 2000,
except that Mr. Koshakji failed to file a report on Form 4 in
October 2000 disclosing an option grant.

|ITEM 10. | EXECUTIVE
        COMPENSATION
|-------- | ------------------------------

Summary
compensation. The following table provides summary
information concerning compensation paid by us to our named
executive officers, which are our Chief Executive Officer and our
other executive officer who earned more than $100,000 in salary
and bonus for all services rendered in all capacities during the
fiscal year ended December 31, 2000. We may refer to these
officers as our named executive officers in other parts of this
proxy statement. For a list of our current executive officers,
see "--Executive Officers."

2

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<PAGE>

|                                                                                                                                                                 |                                |                                                                                                         |                                                                                                                                                                      |                                                                   
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------ | ------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------
|Name and Principal Position(s)
        ------------------------------------------------------------                                                              | Year
        ----------------- | Annual
        Compensation
        ---------------------
        Salary
        ---------------------- | Long-term
        compensation
        awards
        --------------------
        Securities underlying
        options (#)
        ------------------------------- | All other
        compen-
        sation
        -----------------
|Graham C.
        Beachum II(1)..................................
              President and Chief
        Executive Officer
              (Since January 2001) | 2000
        1999
        1998 | --
        --
        --                                                                                | --
        --
        --                                                                                                                                             | --
        --
        --                                          
|Thomas
        Peters(2)...............................................
              Vice President (Since
        January 2001)                                | 2000
        1999
        1998 | 95,641
        150,300
        125,283                                                                  | 225,000
        50,000
        5,000                                                                                                                                 | --
        --
        --                                          
|Pierre
        Koshakji(3)..............................................
              Vice President (Since
        January 2001)                               | 2000
        1999
        1998 | 14,714
        --
        --                                                                            | 300,000
        --
        --                                                                                                                                        | --
        --
        --                                          
|Ronald F.
        Seale(4)..............................................
              Former President and
        Chief Executive
              Officer        | 2000
        1999
        1998 | --
        --
        --                                                                                | 850,000
        --
        --                                                                                                                                        | --
        --
        --                                          

In accordance with the rules of the SEC, other compensation in
the form of perquisites and other personal benefits has been
omitted for the named executive officers because the aggregate
amount of these perquisites and other personal benefits was less
than the lesser of $50,000 or 10% of the total of annual salary
and bonuses for each of the named executive officers in 2000.

|(1) | Mr. Beachum's
        principal positions are described above under "Your
        Board of Directors."                                                                             
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Mr. Peters'
        principal positions are described above under
        "Executive Officers."                                                                                    
|(3) | Mr.
        Koshakji's principal positions are described above under
        "Executive Officers."                                                                                 
|(4) | Mr. Seale
        became Chief Executive Officer and President of Edge in
        November 1999. Mr. Seale resigned as director and
        executive officer of Edge in July 2000.



Stock options granted during the year ended
December 31, 2000. The following table provides information
regarding the grant of stock options during fiscal 2000 to the
named executive officers.

|                                                                   |                                                                                                         |                                                                                                                        |                                                                  |                                                             
|------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------- | ------------------------------------------------------------
|                                                                   | Individual Grants
        ----------------------------------------------------                          |                                                                                                                       
|Name
        ----------------------------------------------------- | Number of
        securities
        underlying
        options
        granted
        --------------- | % of total
        options
        granted to
        employees
        in fiscal
        year
        --------------- | Exercise
        price per
        share
        --------------- | --------------Expiration
        date
        --------------
|Graham C.
        Beachum II...........................            | --                                                                                                      | --                                                                                                                     | --                                                               | --                                                          
|Thomas
        Peters.........................................     | 225,000                                                                                                 | 15.4%                                                                                                                  | 2.31                                                             | 7/2010                                                      
|Pierre
        Koshakji.......................................     | 300,000                                                                                                 | 20.6%                                                                                                                  | 2.00                                                             | 9/2010                                                      
|Ronald F.
        Seale.......................................     | 850,000                                                                                                 | 58.3%                                                                                                                  | 2.31                                                             | 7/2010                                                      
|                                                                   |                                                                                                         |                                                                                                                        |                                                                  |                                                             
|                                                                   |                                                                                                         |                                                                                                                        |                                                                  |                                                             

3

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<PAGE>

Year-end
option values. None of the named executive officers exercised
any stock options during the year ended December 31, 2000.
The following table provides information regarding the number of
shares covered by both exercisable and unexercisable stock
options as of December 31, 2000, and the values of
"in-the-money" options, which values represent the
positive spread between the exercise price of any such option and
the fiscal year-end value of our common stock.

|                                                                             | Number of securities
        underlying unexercised options at fiscal year-end
        ---------------------------------------- | Value of the unexercised
        in-the-money options at fiscal year-end
        ------------------------------------
|---------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------
|Name
        ------------------------------------------------------          | Exercisable
        -----------------                                                                                           | Unexercisable
        -----------------                                                                              
|Graham C.
        Beachum II..........................................       | --                                                                                                                              | --                                                                                                                   
|Thomas
        Peters......................................................  | 60,103                                                                                                                          | 225,000                                                                                                              
|Pierre
        Koshakji..................................................... | --                                                                                                                              | 300,000                                                                                                              
|Ronald F.
        Seale..................................................... | --                                                                                                                              | 850,000                                                                                                              
|                                                                             |                                                                                                                                 |                                                                                                                      
|                                                                             |                                                                                                                                 |                                                                                                                      
|                                                                             |                                                                                                                                 |                                                                                                                      

Employment Contracts and Change-in-Control
Arrangements

As
of March 31, 2001, we had entered into the following employment
contracts with our executive officers.

Graham
C. Beachum II.In January 2001, we
entered into an employment agreement with Mr. Beachum to serve as
our President and Chief Executive Officer. Mr. Beachum has
assembled other personnel to develop and expand Edge's business
model. The Agreement expires on January 2, 2005 unless earlier
terminated. Under the Agreement, Mr. Beachum is entitled to
receive an annual base salary of $100,000 which shall be
increased to $240,000 upon the successful conclusion of a common
stock offering by the Company of at least $10 million. The annual
base salary shall be increased by 5% each fiscal year. In
addition, Mr. Beachum was granted options to purchase 1,500,000
shares of the Company's common stock at an exercise price of
$1.50 per share, of which 25% vested upon the grant date and the
remainder vesting at the rate of 18.75% on January 2 of each
successive year. Pursuant to the agreement, Mr. Beachum will also
be eligible to receive a bonus based on Edge's performance, as
determined by the Board of Directors or its Compensation
Committee. In the event that Mr. Beachum is terminated without
cause, including a change of control (as defined in the
Agreement), he will be entitled to receive as severance the
amount of his base salary for (i) the remainder of his term of
employment, or (ii) six months, whichever period is shorter. The
Agreement also contains customary nondisclosure and
non-competition covenants, as well as an assignment of
inventions.

Pierre
Koshakji. In September 2000, we
entered into an employment agreement with Mr. Koshakji to serve
as our President (although he now serves as Vice President). The
Agreement expires on September 1, 2003 unless earlier terminated.
Under the Agreement, Mr. Koshakji is entitled to receive an
annual base salary of $100,000 subject to increases at the
discretion of the Board of Directors. In addition, the Agreement
provides for a salary increase to $150,000 and $175,000,
depending upon the occurrence of certain qualifying transactions
under which the Company raised capital. Mr. Koshakji was granted
options to purchase 300,000 shares of the Company's common stock
at an exercise price of $2.00 per share, of which 100,000 shares
vest upon each anniversary date of the Agreement. Pursuant to the
agreement, Mr. Koshakji will also be eligible to receive a bonus
based on Edge's performance, as determined by the Board of
Directors or its Compensation Committee. In the event that Mr.
Koshakji is terminated without cause, including a change of
control (as defined in the Agreement), he will be entitled to
receive as severance the amount of his base salary for (i) the
remainder of his term of employment, or (ii) one year, whichever
period is shorter. The Agreement also contains customary
nondisclosure and non-competition covenants, as well as an
assignment of inventions.



4



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|ITEM 11. | SECURITY
        OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|-------- | ----------------------------------------------------------------------

Beneficial Ownership of Certain
Shareholders, Directors and Executive Officers

The
following table sets forth information with respect to the
beneficial ownership of our common stock at April 11, 2001, by:

|* |  | each of our
        named executive officers and directors;                                                                   
|- |  | ------------------------------------------------------------------------------------------------------------------------------
|* |  | all of our
        executive officers and directors as a group; and                                                           
|* |  | each person,
        or group of affiliated persons, known to us to own
        beneficially more than 5% of our common stock.

In
accordance with the rules of the SEC, the table gives effect to
the shares of common stock that could be issued upon the exercise
of outstanding options and common stock purchase warrants within
60 days of March 31, 2001. Unless otherwise noted in the
footnotes to the table, and subject to community property laws
where applicable, the following individuals have sole voting and
investment control with respect to the shares beneficially owned
by them. The address of each executive officer and director is
c/o Edge Technology Group, Inc., 901 Yamato Road, Suite 175, Boca
Raton, Florida 33431. We have calculated the percentages of
shares beneficially owned based on 16,016,335 shares of common stock outstanding at April 11, 2001.

|                                                                                                                      | Shares of Common Stock 
        beneficially owned (1)
        ---------------------------------------------
|--------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------
|Person or group
        --------------------------------------------------------------------------------              | Number
        ----------------------                                                                       
|Named
        Executive Officers and Directors:                                                                       |                                                                                                             
|Graham C.
        Beachum
        II(2)...........................................................................    | 500,000                                                                                                     
|J. Keith
        Benedict(3)(6).................................................................................      | --                                                                                                          
|John
        Wagner(3)(6)............................................................................................ | --                                                                                                          
|Thomas
        Peters(4)...........................................................................................   | 60,103                                                                                                      
|Pierre
        Koshakji(4).........................................................................................   | --                                                                                                          
|All executive
        officers and directors as a group (5
        persons).................                          | 500,000                                                                                                     
|Beneficial
        Owners of 5% or More of
           Our Outstanding Common Stock:                                   |                                                                                                             
|Global
        Technology Value Partners
        Limited(5)........................................                   | 6,869,854                                                                                                   
|PurchasePooling
        Investment
        Fund(3)(6)................................................                 | 2,644,841                                                                                                   
|Summit
        Capital
        Limited(3)(6)....................................................................      | 1,141,279                                                                                                   
|Glacier
        Capital Limited(3)(6)
        ......................................................................  | 1,141,279                                                                                                   
|Catalyst
        Master Fund, L.P.(3)(6)
        .................................................................    | 413,334                                                                                                     
|                                                                                                                      |                                                                                                             

*     Less than one percent (1%).

|(1) | Unless
        otherwise indicated, Edge believes that all persons named
        in the table have sole voting and investment power with
        respect to all shares of the common stock beneficially
        owned by them. A person is deemed to be the beneficial
        owner of securities that may be acquired by such person
        within 60 days from the record date upon the exercise of
        options, warrants or convertible securities. Each
        beneficial owner's percentage ownership is determined by
        assuming that (a) options that are held by such person
        (but not those held by any other person) and which are
        exercisable within 60 days of the record date have been
        exercised and (b) securities convertible into shares of
        common stock that are held by such person (but not those
        held by any other person) and which are convertible
        within 60 days of record date have been converted.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(2) | In January
        2001, Mr. Beachum was granted options to purchase
        1,500,000 shares of common stock, 500,000 of which are
        exercisable within 60 days from March 31, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(3) | J. Keith
        Benedict and John Wagner are representatives of the
        investment manager (or its affiliates) of Catalyst Master
        Fund, L.P., PurchasePooling Investment Fund, Summit
        Capital Limited and Glacier Capital Limited.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(4) | Represents
        shares of common stock acquirable upon exercise of stock
        options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(5) | Information obtained from Schedule 13D
        filed by Global Technology Value Partners Limited on
        November 2, 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(6) | PurchasePooling
        Investment Fund ("PurchasePooling"), Summit
        Capital Limited, Glacier Capital Limited, and Catalyst
        Master Fund L.P. have affirmed the existence of a
        "group" as such term is used in Rule 13d-5
        promulgated under the Securities Exchange Act of 1934, as
        amended. Information regarding these entities has been
        obtained from the Schedule 13D/A, filed April 25, 2001,
        with respect to the "group" in which these
        entities are included. J. Keith Benedict and John Wagner
        are representatives of the investment manager (or its
        affiliates) of the other funds in the group. The address
        of each of the entities in this group is 1601 Elm Street,
        Suite 4000, Dallas, Texas 75201.                                                                                                                                                                          

5

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<PAGE>

|ITEM 12. | CERTAIN
        RELATIONSHIPS AND RELATED TRANSACTIONS
|-------- | ------------------------------------------------------

Financings

Infinity Financing and Conversion

On June 13, 1997, Edge arranged a three-year
$7.5 million debt and convertible equity facility (the
"Infinity Financing") with a group of investment funds
led by Infinity Investors Limited, a related party, which
resulted in net proceeds to Edge of approximately $7.2 million.
Under the Securities Purchase Agreement dated June 13, 1997,
including the amendments that have since been made to this
agreement, Edge issued to the investment funds 1,039,388 shares
of common stock, 6,000 shares of Series A-2 Convertible Preferred
Stock with a liquidation preference of $1,000 per share and 8.25%
Convertible Notes in the original principal amount of $1.5
million.

Under the terms of the investment agreements,
the investment funds were granted the right to convert their
Series A-2 Convertible Preferred Stock and Convertible Notes into
additional shares of our common stock, subject to our right to
prepay or redeem any of those convertible instruments at any
time. Because Edge's common stock was delisted from the Nasdaq
SmallCap Market, an Event of Default existed under the Infinity
Financing. As a result, the investment funds attained the rights
to convert each share of Series A-2 Convertible Preferred Stock
into a number of shares of common stock based on a formula using
a percentage of the market price of the common stock. On August
30, 1999, one of the investment funds delivered a notice of
conversion to Edge to convert 1,627 of its 4,400 shares of our
Series A-2 Convertible Preferred Stock into 2,398,714 shares of
our common stock. The conversion was disputed, and litigation
ensued in the Delaware Court of Chancery. In January 2000, the
court dismissed the action, stating that the claim relating to
the conversion was moot because parties to the dispute had
resigned from their positions with Edge.

In addition, because of the existence of an
Event of Default under the Infinity Financing, the investment
funds also attained the rights to convert the Convertible Notes
into common stock based on the same formula used to convert the
Series A-2 Convertible Preferred Stock into shares of common
stock during an Event of Default. Dividends on the Series A-2
Convertible Preferred Stock began accruing on January 1, 2000 at
the rate of 8.25% annually and were payable quarterly in cash or
in shares of common stock. Edge paid no dividends on the Series
A-2 Convertible Preferred Stock. The Convertible Notes matured in
June 2000 and interest on the notes was due in cash. The
Convertible Notes were secured by all of our significant assets.

In June 2000, Edge recognized Infinity
Investors Limited's conversion of 1,627 shares of its Series A-2
Convertible Preferred Stock into 2,398,714 shares of Edge's
common stock and approved the issuance of those shares of common
stock to Infinity Investors Limited as a result of such
conversion.

As part of the reorganization of Edge effective
September 1, 2000, Infinity Investors Limited, Glacier Capital
Limited and Summit Capital Limited, which were the holders of the
Convertible Notes and shares of Series A-2 Convertible Preferred
Stock issued by Edge, converted all their convertible securities
and accrued interest and dividends based on a formula of one (1)
share of common stock (after taking into account the four-for-one
reverse stock split referred to in Item 5 of this Report) for
each $1.00 of principal and interest outstanding under the
convertible notes and for each $1.00 of liquidation amount of the
Series A-2 Convertible Preferred Stock and of unpaid dividends.
The number of shares of common stock issued upon this conversion
was 6,689,165 (after taking into account the four-for-one reverse
stock split). As a result of these actions, Edge has no shares of
preferred stock outstanding and no outstanding convertible notes
and is no longer in default under the documents governing the
convertible notes and the Series A-2 Convertible Preferred Stock.
In connection with these actions, Edge has recognized a loss on
the conversion of debt of $4,796,403.

Infinity Loans

During2000, Infinity Investors Limited,
a related party, made certain loans to Edge for working capital
purposes. These loans totaled approximately $219,000 and bear
interest at a rate equal to 8.5% per annum. As part of the
reorganization of Edge effective September 1, 2000, Infinity
Investors Limited became entitled to the repayment of these
loans. The loan agreement was renegotiated in April 2001 to
extend the due date to January 31, 2002. As of
March 31, 2001, there was $219,000 in principal outstanding.

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<PAGE>

PurchasePooling Investment

Effective September 1, 2000, Edge acquired from
PurchasePooling, a related party, 9,593,824 shares of Series A
Convertible Preferred Stock of PurchasePooling Solutions, Inc. in
exchange for 2,644,841 shares of Edge common stock. In 2000 Edge
entered into an agreement to acquire from Odyssey Ventures Online
Holdings S.A. 975,000 shares of Series A Convertible Preferred
Stock of PurchasePooling in exchange for 268,789 shares of Edge
common stock. In April 2001, the agreement was finalized and the
shares of common stock were issued.

No underwriting discounts were paid in
connection with any of the above sales. Edge paid approximately
$6,000 in commissions in connection with the above sales. For all
of the above sales, Edge claimed an exemption from registration
under Section 4(2) of the Securities Act of 1933.

Catalyst Loan Agreement

On December 13, 2000, Edge entered into a loan
agreement with Catalyst Master Fund, L.P. (the "Catalyst
Loan"), a related party, to borrow $620,000. The Catalyst
Loan was originally due on June 30, 2001 and bears interest at a
rate equal to eight percent (8%) per annum. Edge used the
proceeds of the Catalyst Loan to purchase 2,214,285shares
of Series C Convertible Preferred Stock of PurchasePooling.
Catalyst Master Fund is a shareholder of the Company and certain
of the Company's officers are also officers of an entity that
manage Catalyst Master Fund.

The Catalyst Loan is convertible at the option
of the holder into Edge common stock at a conversion price of
$1.50 per share. The Catalyst Loan is also secured by a pledge of
substantially all of Edge's assets.

Effective April 2001, Edge entered into an
amended loan agreement with Catalyst that increased the
borrowings available under the original loan agreement from
$620,000 to a total of $2,120,000. Under the amended loan
agreement, Edge can draw down amounts under the loan agreement as
Edge has need for funds, subject to Edge being in compliance with
the covenants contained in that loan agreement. The amended loan
agreement bears interest at eight percent (8%)per annum
and is due March 31, 2002. The additional amount available under
the amended loan agreement is also convertible into Edge common
stock at a conversion price of $1.50 per share and is secured by
a pledge of substantially all of Edge's assets. As of April 12,
2001, Edge has $1,200,000available under the amended loan
agreement.

Affiliate Relationships of Financing
Transactions

J. Keith Benedict and John Wagner are
representatives of the investment manager (or its affiliates) of
Infinity Investors Limited and Catalyst. In addition, Graham C.
Beachum II is interim Chief Executive Officer of PurchasePooling.

Employment Relationships

We have entered into employment agreements with
Messrs. Beachum and Koshakji as described above.



SIGNATURES

In accordance with the Section 13 or 15(d) of
the Securities Exchange Act, the Registrant caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.

EDGE TECHNOLOGY GROUP, INC.

/s/ Graham C. Beachum II

------------------------------------------------------------
Graham C. Beachum II, Chief Executive Officer
April 30, 2001



POWER OF ATTORNEY

Each person whose signature appears below
hereby authorizes and constitutes Graham C. Beachum II,
J. Keith Benedict and John A. Wagner, and each of them
singly, his, her or its true and lawful attorneys-in-fact with
full power of substitution and resubstitution, for him, her or
its and in his, her or its name, place and stead, in any and all
capacities to sign and file any and all amendments to this report
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and he,
she or it hereby ratifies and confirms all that said
attorneys-in-fact or any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.

7

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<PAGE>

Pursuant to the requirements of the Securities
Exchange Act, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on
the date indicated.





|SIGNATURES                                                                                     | TITLE                                                                                | DATE                  
|---------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------ | ----------------------
|                                                                                               |                                                                                      |                       
|/s/ Graham C.
        Beachum II
        ----------------------------------------------------- | Chief
        Executive Officer, President
        and Director (Principal Executive | April 30,
        2001
|Graham C.
        Beachum II                                                                   | Officer and
        Principal Financial and                                          |                       
|                                                                                               | Accounting
        Officer)                                                          |                       
|                                                                                               |                                                                                      |                       
|/s/ J. Keith
        Benedict
        -----------------------------------------------------    | Director                                                                             | April 30,
        2001
|J. Keith
        Benedict                                                                      |                                                                                      |                       
|                                                                                               |                                                                                      |                       
|/s/ John A.
        Wagner
        -----------------------------------------------------       | Director                                                                             | April 30,2001         
|John A.
        Wagner                                                                         |                                                                                      |                       



8