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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

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

                   For the fiscal year ended December 31, 2001

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


                  6611 HILLCREST AVENUE, #223 DALLAS, TX 75205
               (Address of principal executive offices)    (Zip Code)

                                 (214) 999-2245
                         (Registrant's telephone number)

    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)

Check mark whether the Registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [X] No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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. [ ]

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The Registrant's revenue for its most recent fiscal year from continuing
operations was approximately $8,700.

The aggregate market value of the Registrant's common stock, $.01 par value,
held by non-affiliates as of April 12, 2002, based on the average bid and asked
price of the common stock was $2,636,093.

As of April 12, 2002, there were 17,385,776 shares of the Registrant's common
stock outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE:

None

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                                     PART I

                         ITEM 1. DESCRIPTION OF BUSINESS

                             "Safe Harbor" Statement

         This document contains "forward-looking statements" made under the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are based on the beliefs of Edge
Technology Group ("Company") management as well as assumptions made by and
information currently available to the Company's management. When used in this
report the words "anticipate" "believe," "expect" and words or phrases of
similar import, as they relate to the Company or Company management, are
intended to identify forward-looking statements. Such statements reflect the
current view of the Company with respect to future events and are subject to
certain risks, uncertainties and assumptions related to certain factors
including, without limitation, the ability to:

          *    adapt and successfully execute our revised business plan;
          *    overcome the negative market stigma associated with certain
               over-the-counter technology companies;
          *    manage and adapt to changing and expanding operations;
          *    implement and improve operational, financial and management
               systems and processes;
          *    locate, negotiate with, close and ultimately integrate additional
               attractive portfolio investments;
          *    attract, retain and motivate qualified personnel; and
          *    overcome numerous other risks and difficulties generally
               experienced by early stage business models generally

and other factors detailed in this report under "Risk Factors." Although the
Company believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to have been correct. Based upon changing conditions, should any one or
more of these risks or uncertainties materialize, or should any underlying
assumptions prove incorrect, actual results may vary materially from those
described herein. The Company expressly undertakes no obligation to update these
forward-looking statements. Except as required by federal securities laws, Edge
undertakes no obligation to publicly update or revise any written or oral
forward-looking statements, whether as a result of new information, future
events, changed circumstances or any other reason after the date of this report.
All subsequent written and oral forward-looking statements attributable to the
Company or persons acting on its behalf are expressly qualified in their
entirety by the applicable cautionary statements.

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GENERAL

Edge Technology Group, Inc., formerly known as Visual Edge Systems Inc., was
incorporated in Delaware in July 1994 and commenced operations in January 1995.
We changed the name of our company in September 2000 to Edge Technology Group,
Inc. to better reflect our current business operations and business strategy.

Edge Technology Group, Inc. ("Edge" or "Company") is a publicly traded company
(OTC Bulletin Board: "EDGE"). We are in the early stage of revamping our
business model beyond our historical golf training technology products. Our new
business model is to acquire software related technology companies that deliver
software products and related information technology services to middle market
companies. We intend to offer products and services that improve the utilization
of business information for middle market companies, initially within the United
States. We expect that client organizations will benefit from integrated
business process applications that are delivered on a fully outsourced basis
through portal technology or, if needed, as traditional licensed products. Our
acquisitions will target companies with existing strategic relationships with
Oracle, IBM or Microsoft that will additionally allow us to take advantage of
partnership opportunities available only to select parties. The technology
companies targeted for acquisition are those that operate within the following
business sectors and operating business units ("OBU"): (1) information
technology ("IT") consulting and integration services, (2) business application
software comprised of six product groups and (3) application services and
management. These sectors will comprise the Edge business model:

                               Edge Business Model

                                    [DIAGRAM]

Initial development of our business model involves the acquisition of IT
consulting and integration services firms that have existing relationships with
numerous middle market clients. Subsequent acquisitions are expected to target
software products with common data structures (such as Oracle, IBM and
Microsoft), designed for the application service delivery channel. We expect
that some synergistic relationships will develop between the acquired companies,
and that funding for OBU-specific projects will be provided through public and
private offerings of Edge securities. Nearly all operations are expected to
continue within each OBU while a small corporate staff will interface with the
capital markets, formulate and manage our overall strategic objectives and
oversee all mergers and acquisitions.

Prior to our current emphasis on IT consulting services, software applications
and application services, the business consisted primarily of developing,
marketing and selling personalized videotape golf lessons featuring One-on-One
golf video instruction ("One-on-One") by leading professional golfer Greg
Norman, sold under the

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name "One-on-One with Greg Norman." We developed video production technology
that digitally combined actual video footage of a golfer's swing with a
synchronized "split-screen" comparison to Greg Norman's golf swing to produce a
One-on-One golf lesson. The assets of the One-on-One business were sold to
members of its prior management in September 2001.

BUSINESS STRATEGY

Our business strategy is to bring together complementary software related
companies to offer our clients a complete end-to-end solution for their software
needs. Our targeted customers are an estimated 150,000 middle-market companies
in the U.S. with software and consulting needs. We will initially focus
primarily on the U.S. market.

PRODUCT AND SERVICE OFFERINGS

Information Technology Consulting and Integration Services ("IT Services")

The IT Services sector is currently experiencing a period of significant change,
which may create immense opportunity for proactive entrepreneurial companies.
After experiencing a multi-year period of record-setting sales, the sector is
currently projected to continue growing, but at a slower pace. Many participants
were not prepared for decelerating growth and a changing environment. In
addition, the financial markets have reacted by demanding near-term
profitability, forcing major corrections in the valuations of technology
companies and providing limited access to private venture capital and public
market financing.

We plan to specifically serve the needs of middle market businesses, initially
within the United Sates. Middle market companies are defined as those that
generate between $10 million and $2 billion in annual revenue and typically
employ between 100 and 10,000 persons. Of the 3 million middle market companies
in the United States (1997 data), there were approximately 150,000 companies
that we would target.

IT Services are estimated to generate $300 billion of global revenues,/1/ of
which our management estimates that U.S. middle market companies consume $62
billion. Such services consist of implementation, integration and development of
custom technology applications. International Data Corporation ("IDC") projects
a 12% annual growth rate through 2005./2/ Some industry forecasters such as
Gartner Dataquest use a broader definition of "IT services" to account for $670
billion of 2000 revenue from an estimated 15,000 competitors. This is a highly
fragmented market with industry leader IBM Global Services controlling less than
5%, the ten largest market participants controlling less than 20%, the top 400
global corporations controlling less than 50% and over 14,000 small to medium
sized firms controlling the remaining 50+% market share./3/ We retained an
outside consulting firm to conduct independent market interviews. A mid-level
executive at one potential competitor commented that, "the middle market buys
through local IT service organizations that they know and trust; they do not use
Big Five consulting firms."/4/ Thus, thousands of medium sized market
participants are both our potential competitors and acquisition targets.

Business Application Software ("BAS")

Business Application Software providers develop, publish and support specific
software applications and suites of applications. IDC projects that the global
software market is growing at an average annual growth rate (AAGR) of 14.5%,
from under $140 billion in 1998 to over $270 billion by 2003. In a recent
update, Merrill

--------------
1    Consulting Reincarnation, Chief Executive Magazine, June 2001.
2    "Can Compaq Escape from Hardware Hell?," Business Week, July 9, 2001.
3    Gartner Dataquest Says IT Services Market Remained Fragmented in 2000,
     press release, August 20, 2001.
4    Edge competitor interviews, Marek Thompson Advisors, LLC, August 14, 2001.

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Lynch projected that the market had rapidly grown to $190 billion by 2000, yet
Merrill still anticipates more moderate growth over the next two years./5/ Dunn
and Bradstreet estimates that more than 25,000 independent software vendors
("ISVs") compete within the U.S. market (SIC 7372--prepackaged software),
including a total of approximately 3,700 ISVs that generate greater than $1
million of annual revenue and approximately 1,100 BAS providers that generate
greater than $10 million of annual revenue./6/ We intend to acquire BAS
providers or individual software applications and to integrate these
applications into our application and service management offering. Our
management envisions that acquired BAS products would fit into our application
framework consisting of Internet Services, Collaboration Applications, Business
Operations Applications, eBusiness Applications, Business Intelligence
Applications and Content/Knowledge Management Applications.

..    Internet Services provide general portals tools like a directory of web
     -----------------
     sites, an engine to search the Internet for information by a word or
     phrase, news, email, stock quotes and a community forum.

..    Collaboration Applications provide feature-rich e-mail and other types of
     --------------------------
     messaging for internal and external communication. These solutions also
     support workgroup and project team collaboration and document sharing,
     business process automation and workflow applications.

..    Business Operation Applications provide enterprise application software for
     -------------------------------
     back office business operations along with a range of industry-specific
     solutions.

..    eBusiness Applications offer a variety of e-commerce solutions to help
     ----------------------
     businesses create and maintain a successful electronic commerce presence on
     the Web.

..    Business Intelligence Applications are data mining tools that perform
     ----------------------------------
     analytics and segmentation on massive amounts of data in a timely fashion.
     Used in conjunction with the data warehousing and reporting tools, data
     mining tools allow business analyst to import and manage data for detailed
     analysis.

..    Content and Knowledge Management Applications provide robust and efficient
     ---------------------------------------------
     management of media assets with the ability to associate content object
     with products, rules, promotions or other content objects. Business users
     have total control over their available data.

Application Services and Management

Application Service Providers ("ASPs") are a relatively new type of business
that deploy, host and manage access to software applications for multiple
parties from a centrally managed facility. Mercer Management Consulting counted
over 500 ASPs that quickly emerged by the end of 2000,/7/ although several early
business models are already experiencing a shakeout. Gartner Dataquest recently
reduced its global market size estimate to $12 billion by 2004 (less than half
of its earlier $25 billion estimate), which continues to represent respectable
growth from the industry's $1.4 billion of U.S. revenue in 2000./8/ Gartner also
projects industry consolidation that will result in approximately 20
enterprise-class and 100 single-function ASPs by 2004./9/ We intend to
participate in this consolidation trend by acquiring profitable ASPs. The
acquired ASPs are intended to merge into a single OBU, enhanced with proprietary
software applications (acquired separately), and integrated to work seamlessly
with ubiquitous database technologies from Microsoft and Oracle. We anticipate
that our IT Services OBU would implement, integrate and customize the combined
software and service package.

-------------------
5    Merrill Lynch Software. Global: The Hard News on Software, February 22,
     2001.
6    Industry Report: Prepackaged Software, Zapdata.com / Dunn & Bradstreet,
     2001.
7    "Application Service Providers: Where are the real profit zones?," Mercer
     Management Consulting, 2001.
8    New World Order, Interactive Week, June 25, 2001.
9    "When ASPs Go Sour," eWEEK, April 29, 2001.

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MARKETING AND DISTRIBUTION

We intend, through our acquired companies, to market our IT Consulting and
Integration Services, Business Software Applications and Application Services
and Management outsourcing to middle market businesses. We generally define
middle market businesses to include businesses with gross revenues ranging from
$10 million to $2 billion and between 100 and 10,000 employees.

We believe that products and services we may develop or acquire should be
marketed with the goal of improving utilization of business information. We
intend that these product and service offerings would offer software
applications and professional services that support business intelligence
systems, enterprise information performance and support improved knowledge
management throughout the business operational matrix. We will target companies
in this market that have requirements for business process applications,
consulting and integration services and outsourced application service and
management.

We believe this model will enable middle market companies to access integrated
business process applications that can be delivered on a fully outsourced basis
through portal technology or, if needed, delivered as a traditional licensed
product. This entails the integration, deployment and hosting, ongoing
management and network access to remotely hosted business process applications
like e-commerce, accounting, scheduling and messaging. We intend to provide
products and services to the middle market customers that trade the difficulties
of purchasing software, managing software implementation risk, staffing an
internal information technology department and suffering from unpredictable
budgets in return for a single interface, a interoperable data structure, access
to applications that complete the end-to-end solution for business processes and
a selection of pricing structures.

We believe that it will be necessary for the success of our business plans to
have multiple sales models for generating revenue. We intend to use the two
basic sales models in the industry, software application sales and service
sales.

Software application sales models that we intend to deploy are:

..    License - one-time fee charged to a customer for a software application
     which they install and operate on their equipment;
..    Maintenance - annual fee charged to a customer for software upgrades for
     licensed products;
..    Royalty - one-time fee charged to a reseller for each product sold to an
     end customer; and
..    Subscription service - fees charged to a customer to use a software
     application, which may be accessed on a contracted time, per user or per
     transaction basis.

Service sales models that we intend to use are:

..    Project Based Contracts - fixed-fee contracts for implementation and
     deployment of application offerings and training;
..    Support Contracts - fees charged for online, phone or on-site support of
     applications and implementations which may be for a contracted duration or
     accessed per call; and
..    Development fees - hourly fees charged for writing new software code for
     applications and implementations.

COMPETITION

Our IT Consulting and Integration Services, Business Application Software and
Application Services and Management businesses are likely to face competition
from four primary categories of businesses: Application

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Service Providers, Independent Software Vendors (ISVs), Information Technology
Consultants and Technology Incubators.

Application Service Providers include companies whose core competency is
delivering applications over the Internet using a portal interface. These
companies have invested heavily in their infrastructure and focus on providing a
high level of customer service, reliability and in-house integration expertise.
ASPs generally seek to limit customization in order to reduce cost and risks.
ASPs generally license their software portfolios from multiple vendors to
provide applications for their customers.

ISVs are software applications developers that traditionally sell customized
software solutions to large corporations with large-scale information technology
infrastructures. Leaders like Microsoft, Oracle, JD Edwards and PeopleSoft are
highly focused on the market and are adding hosted solutions to their existing
software offerings. Smaller companies such as webMethods and Go2Net have built
their products to be delivered on the new delivery model.

Today these players offer software for sale, usually with extensive
implementation and customization work required. Most are introducing license
rental and ASP services. They are also working to deliver template-based
implementations which would make the integration process more of a commodity and
therefore make them legitimate competitors in the ASP market.

Information technology consultants, including large system integrators, Internet
professional services firms and consultants are currently largely separate from
ASPs. As the ASP market broadens and begins to compete with the traditional
information technology services industry, these companies will likely adjust
their business models from pure consulting to include ongoing maintenance and
support. Our likely competitors in this industry area include Internet service
firms such as Viant and Razorfish and technology consulting firms and
integrators such as Accenture, MarchFirst and the in-house information
technology departments of current and potential clients.

Technology holding companies or "incubators" that have multiple
business-to-business portfolios companies are beginning to structure as a
collection of wholly owned subsidiaries under a single delivery mechanism to the
customer. Technology incubators that might compete with us are those that have
made minority investments into a variety of businesses and are now acquiring or
otherwise combining their formerly minority owned subsidiaries into a single
customer contact.

Within the technology holding companies, the associated companies are supported
with a comprehensive array of infrastructure services, including Web hosting and
design, systems integration, information technology management and marketing and
public relations. These services are designed to allow each of the associated
companies to focus on its core competencies and accelerate the time-to-market of
its products and services.

Our competitors generally have financial resources superior to ours, and, as a
result, these competitors may be able to respond more quickly to new or emerging
technologies and changes in client requirements or to devote greater resources
to the development, promotion and sales of their products and services.

There can be no assurance that we will be able to compete successfully with
existing or new competitors or that competition will not have a material adverse
effect on our business, financial condition, operating results and liquidity.

PATENTS, TRADEMARKS AND PROPRIETARY INFORMATION

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Included with the sale of the One-on-One assets was our patent from the United
States Patent and Trademark Office covering certain aspects of our digital video
editing and videotape production process. We currently have no patents or
trademarks.

FINANCING TRANSACTIONS

For the past several years, we have sought financing through private sources. In
general, we raised capital through a combination of debt and equity issuances to
private investor groups. All the financing transactions described below were
deemed to be exempt from registration under the Securities Act of 1933 in
reliance on Section 4(2) of such act as transactions by an issuer not involving
any public offering. The recipients of securities in each such transaction
represented their intentions to acquire the securities for investment only and
not with a view to or for sale in connection with any distribution thereof and
appropriate legends were affixed to the share certificates issued in such
transactions.

Infinity Financing and Conversion

On June 13, 1997, we 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 ("Infinity"), a related party, which resulted in
net proceeds to us 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, we issued to the investment funds 1,039,388 shares of
our 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 our 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 to us 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. We 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, we recognized Infinity'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 as a result of
such conversion.

As part of the reorganization of Edge effective September 1, 2000, Infinity,
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

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based on a formula of one (1) share of Common Stock 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. As a result of these actions, as of September 2000, , Edge had no
shares of preferred stock outstanding and no outstanding convertible notes and
was no longer in default under the documents governing the convertible notes and
the Series A-2 Convertible Preferred Stock. In connection with these actions, we
recognized a conversion loss and a provision for preferred stock dividends on
the conversion of debt and preferred stock of $4,796,403 in 2000.

2000 Infinity Loans

During 2000, Infinity, a related party, made certain loans to us 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 became entitled to the repayment of these
loans. The loan agreement was renegotiated in April 2001 and again in January
2002 to extend the due date to March 31, 2002. As of December 31, 2001, there
was $219,000 in principal outstanding.

Upon maturity, as of April 1, 2002, Infinity elected to convert the outstanding
principal and interest totaling $258,464 into $.01 par value Common Stock at
$.65 per share resulting in 397,637 shares issued by us. We claimed an exemption
for this issuance under section 4(2) of the Securities Act of 1933.

September 2000 Equity Issuance

In September 2000, we issued to private accredited investors an aggregate of
1,458,667 shares of our Common Stock for an aggregate purchase price of
$2,187,999 pursuant to Rule 506, Regulation D of the Securities Act of 1933. In
April 2000, we also issued warrants to private accredited investors to purchase
729,333 shares of Common Stock at an exercise of $3.00 per share pursuant to
Rule 506, Regulation D of the Securities Act of 1933. Effective September 1,
2000, we acquired from PurchasePooling, a related party, 9,593,824 shares of
Series A Convertible Preferred Stock of PurchasePooling in exchange for
2,644,841 shares of Edge Common Stock. In 2000, we 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. Our President and CEO is also the interim President of
PurchasePooling. No underwriting discounts were paid in connection with any of
the above sales. We paid approximately $6,000 in commissions in connection with
the above sales. For all of the above sales, we claimed an exemption from
registration under Section 4(2) of the Securities Act of 1933.

Catalyst Loan

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

The Catalyst Loan was convertible at the option of the holder into Edge Common
Stock at a conversion price of $1.50 per share. The Catalyst Loan was also
secured by a pledge of substantially all of our assets. Effective April 16,
2001, we 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, we could draw down amounts
under the loan agreement as we have a need for funds, subject to our being in
compliance with the covenants contained in that loan agreement. The amended loan
agreement bears

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interest at eight percent (8%) per annum and was 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 was secured
by a pledge of substantially all of our assets. On December 31, 2000 and 2001,
the principal balance outstanding on the Catalyst Loan was $620,000 and
$1,420,000, respectively.

On December 28, 2001, Catalyst Master Fund, L. P. assigned the Catalyst Loan,
and its rights thereunder, to Sandera Partners, L. P. ("Sandera") as part of a
redemption of Sandera's limited partnership interest in Catalyst. Certain of our
directors are officers of an entity that manages Sandera.

Subsequent to December 31, 2001, as part of the April 2002 Series A Convertible
Preferred Stock financing described below, Sandera converted all outstanding
principal and interest due on the loan (total of $1,530,124) and contributed an
additional amount of approximately $470,000 in cash in exchange for 2,000 shares
of Series A Convertible Preferred Stock.

SUBSEQUENT EVENTS

April 2002 Series A Convertible Preferred Stock

On April 1, 2002, we issued 4,200 shares of Series A Convertible Preferred Stock
("Series A Preferred") at $1,000 per share providing proceeds to us of
$2,669,876, calculated as $4,200,000 less $1,530,124 of the pre-existing Sandera
debt converted to Series A Preferred. The Series A Preferred shares carry an 8%
cumulative dividend and are convertible at the option of the holder into shares
of $.01 par value Common Stock of Edge any time after one year at an initial
conversion price of $.75 per share. The preferred shares have voting rights pari
pasu with the Common Stock and as a separate class on certain matters. The
shares also have an antidilution provision whereby the price and number of
shares issuable upon conversion adjusts for stock splits, stock dividends and
future share issuances below the conversion price of the Series A Preferred. The
Series A Preferred have demand registration rights after one year following
closing of the financing transaction and the right to elect one member to our
Board of Directors.

In connection with the issuance of Series A Preferred, each purchaser received
warrants entitling the holder to purchase 20 shares of Edge's $.01 par value
Common Stock for each 100 shares of Common Stock the holder is entitled to
receive upon conversion. The warrants entitle the holder to purchase common
shares at the price of $1.15 per share. The warrants become exercisable on the
second anniversary of the issuance of the Series A Preferred and, unless
exercised earlier, will expire on the fourth anniversary of the issuance. We
issued warrants exercisable for a total of 1,119,998 shares of Common Stock in
the offering. We paid no commissions in connection with issuance of Series A
Preferred, and claimed an exemption from registration under Section 4(2) of the
Securities Act of 1933.

Acquisition of Media Resolutions, Inc.

On April 11, 2002, we closed the previously announced acquisition of Media
Resolutions, Inc., an ASP and website hosting company located in Dallas, Texas.
We paid $330,000 in cash and 500,000 restricted shares of our Common Stock in
exchange for all the outstanding shares of Media Resolutions. The acquisition
will be accounted for using the purchase method of accounting. As such, the
assets and liabilities of Media Resolutions will be recorded at their estimated
fair value and the results of operations will be included in our consolidated
result of operations from the date of acquisition. Media Resolutions has four
employees and generated revenues of approximately $283,000 and a net loss of
approximately $9,800 in 2001. We will use Media Resolutions to develop and host
websites and deliver the proprietary software products we intend to acquire as
we further implement our business plan.

Media Resolutions was established in February 1999, and specializes in
application hosting while also

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providing an array of other products and services including: HTML and Cold
Fusion website development, graphic design, streaming video and custom
scripting. Media Resolutions operates from a co-location site maintained by
Allegiance Telecom, Inc. in Dallas, Texas under a short-term master service
agreement.

Media Resolutions is an important component of our business model. Using Media
Resolutions, we plan to host both our own proprietary software, once acquired,
as well as our partners' software. This will provide us with greater control
over the security, cost and feasibility of providing solutions to middle market
customers. It will also allow us to form tighter relationships with our
technology partners, as we will be able to offer services that other software
partners cannot. Additionally, Media Resolutions has developed several products
for its customer base that we expect to be able to turn into products offered
within the Business Application Software product group.

Competitors of Media Resolutions include the hundreds of similarly situated
privately owned ASP's located throughout the North Texas region. Marketing of
Media Resolution's services is accomplished primarily through referral from its
more than 500 established customers. In 2001, 88% of revenues were derived from
hosting services provided on a month-to-month basis.

Media Resolutions has no long-term non-cancelable leases and no debt.

Acquisition of The Visionary Group, Inc.

On April 8, 2002, we acquired The Visionary Group, Inc., a professional services
firm providing IT consulting services related to Oracle applications software.
Headquartered in Dallas, Texas, The Visionary Group has operations in Dallas and
Austin, Texas. We paid $910,000 in cash and paid approximately $70,000 of
existing debt in exchange for all the outstanding shares of The Visionary Group.
The acquisition will be accounted for using the purchase method of accounting.
As such, the assets and liabilities of The Visionary Group will be recorded at
their estimated fair value and the results of operations will be included in our
consolidated result of operations from the date of acquisition. The Visionary
Group has 14 employees and generated revenues of $3.4 million and break even net
income in 2001. We intend to expand the operations of The Visionary Group
through the introduction of the proprietary software products we intend to
acquire as we further implement our business plan.

Founded in March 1997, The Visionary Group is an e-Business consulting and
integration services firm that specializes in implementing, customizing,
upgrading and supporting the Oracle suite of business applications. The
Visionary Group provides a full line of application development, system upgrades
and integration of Oracle products. With a strong focus and understanding of
middle market companies and client satisfaction and loyalty, The Visionary Group
is able to provide its clients with a wide range of business solutions, products
and services.

The Visionary Group's IT consulting and integration services practice consists
of Project Management, Full life-cycle development utilizing a broad range of
Oracle's development tools, as well as Functional and Technical consulting for
the Oracle CRM, Manufacturing and Financial applications. Additionally, The
Visionary Group's consultants are recognized for their senior-level consulting
expertise and knowledge. Further, The Visionary Group has developed PRISM
(Planning Resource Implementing Solutions Methodology), a proprietary business
methodology to aid in the understanding of each client's e-business strategy and
to systematically perform packaged solution implementations. This technology
provides a proven formula to help companies in accelerating the installation,
integration, ramp-up and application of Oracle solutions.

The Visionary Group's reputation in the business community, extensive Oracle
partnerships and strong consulting experience makes it an excellent cornerstone
for our IT Services business unit. The Visionary Group's focus on middle market
companies aided by their proprietary PRISM business methodology further

                                     - 12 -

<PAGE>

differentiates it as a leading Oracle business solution provider.

Competitors of The Visionary Group include the dozen or so similarly situated
privately owned IT professional service firms located primarily throughout the
North Texas region. Marketing of The Visionary Group's services is accomplished
through an in-house sales staff of two and referral from its more than 50
established customers. Revenues are derived from providing IT Services on a
project basis, and in 2001, approximately 15% of revenues were from repeat
clients.

The Visionary Group operates from an office in Dallas of 1,985 square feet under
a lease through March 2006.

Infinity Option

On May 31, 2001, we sold to Infinity an option in return for the payment of $1.0
million payable in five payments of $200,000 each commencing on May 31, 2001
("Infinity Option"). Pursuant to the Infinity Option, Infinity could elect on
May 31, 2002, to exercise its option by assigning its interest in a note
receivable of $10.0 million in exchange for 3,333,333 shares of Edge Common
Stock. We received $600,000 during 2001 which was recorded as paid in capital.

In March 2002, Infinity and Edge mutually agreed to terminate the option.

CHANGES IN MANAGEMENT

Thomas Peters, then President of Edge, was appointed to the additional office of
Chief Executive Officer on July 12, 2000. On September 5, 2000, Mr. Peters
became Executive Vice President then became a Vice President on January 23,
2001. In July 2001, Mr. Peters resigned as Vice President and entered into a
separation agreement with us whereby we would pay him approximately $45,000 and
grant him 75,000 warrants, exercise price of $1.50, in exchange for forgiveness
of amounts due him and cancellation of all previously issued options. At April
12, 2002, we were in default on the separation agreement, but Mr. Peters had
taken no action associated with the default.

As part of our reorganization, on September 5, 2000, we entered into an
employment agreement with Pierre Koshakji. Mr. Koshakji initially served as
Edge's President from September 5, 2000, until January 23, 2001, when he began
serving as Vice President. Mr. Koshakji resigned as Vice President in September
2001.

From July 12, 2000 until September 5, 2000, the office of Chairman of the Board
of Directors of Edge was vacant. On September 5, 2000, Johan Schotte became our
Chairman of the Board of Directors. On January 18, 2001, Mr. Schotte resigned
his position as Chairman of the Board of Directors. The Board of Directors of
Edge is currently engaged in a search for a Chairman.

On January 19, 2001, Mr. Peters and Mr. Koshakji resigned from their positions
as members of the Board of Directors.

On January 23, 2001, we entered into an employment agreement effective January
2, 2001, with Graham C. Beachum II for Mr. Beachum to serve as our President and
Chief Executive Officer. On January 23, 2001, Mr. Beachum was also elected to
our Board of Directors.

On January 23, 2001, we entered into an employment agreement effective January
2, 2001, with Graham C. "Scooter" Beachum III for Mr. Beachum to serve as our
Vice President and General Manager. Scooter is the son of our President and
Chief Executive Officer.

                                     - 13 -

<PAGE>
On August 6, 2001, David N. Pilotte joined us as Executive Vice President and
Chief Financial Officer.


EMPLOYEES

In March 2001, we reduced our workforce related to the One-on-One products
business to three employees. Additional people were added throughout 2001 as we
developed our new business plan. As of April 12, 2002, we employed two executive
officers and eight employees.


RISK FACTORS

Readers of this annual report or any of our press releases should carefully
consider the following risk factors, in addition to the other information
contained herein. This annual report on Form 10-KSB and our press releases
contain statements of a forward-looking nature relating to future events or the
future financial performance of Edge within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, and which are intended to be covered by the safe
harbors created thereby. Readers are cautioned that such statements are only
predictions and that actual events or results may differ substantially. In
evaluating those statements, readers should specifically consider the various
factors identified in this annual report, including the matters set forth below,
which could cause actual results to differ substantially from those indicated by
those forward-looking statements.

We have experienced significant and continuing losses.

As of December 31, 2001, we had an accumulated deficit of approximately $42.4
million. For each of the five years ended December 31, 2001, we have recorded an
operating loss, in certain cases, a substantial operating loss. We incurred a
net loss of approximately $9.2 million for the year ended December 31, 2001. We
believe that we will continue to incur losses until we are able to generate
sufficient revenues to offset the operating costs associated with executing our
new business plan. These losses could limit our ability to grow and to raise new
funds and could ultimately jeopardize our ability to remain in business.

We are at a relatively early stage with our revised business plan and therefore
our business and prospects are difficult to evaluate.

Our corporate reorganization and related shift in our business strategy
commenced in September 2000 and is ongoing. Since that time, we have been
engaged principally in (1) assembling our senior management team, (2) managing
our existing portfolio companies, (3) developing our revised business plan and
(4) attempting to raise capital. We do not have any meaningful operating history
on which to base an evaluation of our business and prospects. Our prospects must
be considered in light of the many risks, uncertainties, expenses, delays, and
difficulties frequently encountered by companies in their early states of
development, particularly companies participating in new and rapidly evolving
markets. Some of the risks and difficulties we expect to encounter include our
ability to:

     .    adapt and successfully execute our new business plan;
     .    overcome the negative market stigma associated with certain
          over-the-counter technology companies;
     .    manage and adapt to changing and expanding operations;
     .    implement and improve operational, financial and management systems
          and processes;
     .    locate, negotiate with, close and ultimately integrate additional
          attractive portfolio investments;
     .    attract, retain and motivate qualified personnel; and
     .    numerous other risks and difficulties experienced by early stage
          business models generally.

                                     - 14 -

<PAGE>
Because of our recent reorganization and our shift away from being a single
product Company, we may have limited insight into trends and conditions that may
exist or might emerge and effect our business. We cannot be certain that our
revised business strategy will be successful or that we will successfully
address these risks.

We need additional financing.

Although we just completed a preferred equity offering resulting in cash
proceeds of approximately $2.7 million (see "April 2002 Series A Convertible
Preferred Stock" and "Acquisitions" under Subsequent Events in the financial
statements), most of that cash was immediately expended on the acquisitions of
Media Resolutions and The Visionary Group and the related transaction costs. As
such, we need additional financing to further implement our business plan.

We do not currently maintain a credit facility with any bank or financial
institution. We believe that our ability to raise additional financing, either
as debt or equity, is further hindered by our continuing operating losses, the
low market price of our Common Stock and the lack of a listing for our stock on
a national exchange.

The shares eligible for future sale may further decrease the price of our Common
Stock.

If our stockholders sell substantial amounts of their Common Stock in the public
market, including shares issued upon the exercise of outstanding options, the
market price of our Common Stock could fall. As of December 31, 2001, there were
a substantial number of outstanding options and warrants to purchase shares of
our Common Stock. The exercise of any of these options or warrants would also
have a dilutive effect on our stockholders. Furthermore, holders of such options
or warrants are more likely to exercise them at times when we could obtain
additional equity capital on terms that are more favorable to us than those
provided in the options or warrants. As a result, exercise of the options or
warrants may adversely effect the terms of such financing and would require us
to issue significant amounts of Common Stock at the time of exercise. The sale
of a substantial number of our Common Stock may adversely effect the prevailing
price of such Common Stock in the public market and may impair our ability to
raise capital through the sale of our equity securities.

Our common stock is subject to the "penny stock" rules which may make it a less
attractive investment.

Our Common Stock currently trades on the Over-the-Counter Bulletin Board.
Although we intend to file an application to list our shares on one of the
national exchanges at some point in the future (for example, American Stock
Exchange or NASDAQ SmallCap), for any number of reasons, we may be unable to
obtain such a listing. In addition, our Common Stock may at any time be subject
to the "penny stock" rules. The Securities and Exchange Commission has adopted
regulations that define a "penny stock" to be an equity security that has a
market price of less than $5.00 per share, subject to certain exceptions. These
rules impose additional sales practice requirements on broker-dealers who sell
such securities to persons other than established customers and accredited
investors. For transactions covered by the penny stock rules, a broker-dealer
must make a suitability determination for the purchaser, must have received the
purchaser's written consent to the transaction prior to the sale, must disclose
the commissions payable to both the broker-dealer and the registered
representative and must provide current quotations for the securities.
Additionally, if the broker-dealer selling the securities as a market maker, the
broker-dealer must disclose that fact and that the broker-dealer's is presumed
to exercise control over the market. Finally, a monthly statement must be sent
to the account holder disclosing recent price information and information on the
limited market in the particular stock.

Consequently, as a result of the additional suitability requirements, additional
disclosure requirements and additional sales practices imposed by the penny
stock rules, both the ability of a broker-dealer to sell our Common Stock and
the ability of holders of our Common Stock to sell their securities in the
secondary market may be adversely effected.

We must be able to implement our business plan.

                                     - 15 -

<PAGE>
Our business plan will succeed only if we are able to identify, acquire and
manage acquisitions in addition to Media Resolutions and The Visionary Group.
There can be no assurance that we will be able to implement our business plan,
and failure to effectively implement our business plan will have a material
adverse effect on Edge.

We may not be able to carry out our acquisition strategy.

Our business strategy is dependant upon making additional acquisitions of
software related technology companies. To be suitable for acquisition by us,
these companies must be small enough to be affordable yet profitable. These
candidates may be few in number and may attract offers from companies with
greater financial resources than us. Acquisitions involve numerous risks,
including, among others, loss of key personnel of the acquired company,
difficulties associated with assimilating the personnel and operations of the
acquired company, potential disruption of our ongoing business and the
maintenance of uniform standards, controls, procedures and policies. While we
believe the Media Resolutions and The Visionary Group acquisitions are
compatible with our business plan, we can provide no assurance that we will be
able to locate other suitable acquisition targets or that we will be able to
complete additional acquisitions.

Our current financial condition prevents us from financing an acquisition
independently.

Our current financial condition will not allow us to finance additional
acquisitions independently. We cannot assure you that Edge will be able to
obtain financing in addition to that secured in connection with the issuance of
the Series A Preferred closed in April 2002, on acceptable terms or at all. If
we cannot obtain additional financing, we will not be able to complete any
future acquisitions and therefore, will not be able to successfully implement
our business plan.

We depend on our officers and key personnel.

Our prospects depend on the personal efforts of Graham C. Beachum II, our
President and Chief Executive Officer, Graham C. "Scooter" Beachum, our Vice
President and General Manager, and other key personnel throughout Edge and its
acquired companies to implement our acquisition and operating strategies. The
loss of the services of these executives could have a material adverse effect on
our business and prospects because of their knowledge and experience and
contacts within the industry.

Our success depends, to a significant extent, on the continued contributions,
experience and knowledge of our senior management team and key technical and
marketing personnel and the key personnel of our acquired companies. Our success
also depends upon our ability to identify, attract, hire, train, retain and
motivate highly skilled technical, managerial, sales and marketing personnel. No
assurance can be given that we will be able to successfully attract, assimilate
or retain a sufficient number of qualified personnel. The failure to do so could
have a material adverse effect on our business, results of operation and
financial condition.

Our investments may not provide adequate returns.

We have an unsecured loan to Hencie, Inc. in the principal amount of $1.4
million. The loan is in default and we have been countersued by Hencie (see
related discussion under "Item 3. LEGAL PROCEEDINGS - Proceedings with
Debtors"). Should we not collect the Hencie note, or should Hencie's
counterclaim prove successful, it would have a material negative impact on our
operations.

If we fail to manage our growth and integrate our acquired businesses, our
business will be adversely effected.

If the reorganization and business strategy discussed in this Report results in
significant growth of our operations, we will be required to implement and
improve our operating and financial systems and controls, and

                                     - 16 -

<PAGE>
to expand, train and manage our employee base to manage this growth. To the
extent that our management is unable to manage the growth and integration
effectively, our business, results of operations and financial condition could
be adversely effected. In addition, the integration of the acquired entities and
their operations will require our management to make and implement a number of
strategic operational decisions. The timing and manner of the implementation of
these decisions could materially impact our business operations.

A small number of stockholders could exercise control over Edge, which may raise
conflicts of interest.

A small number of stockholders, some of which comprise an affiliate group, own a
sufficient amount of our Common Stock to exercise significant control over our
business and its policies and affairs and, in general, determine the outcome of
any corporate transaction or other matters submitted to the stockholders for
approval, all in a manner that could conflict with the interests of other
stockholders. Additionally, the holders of our Series A Preferred stock issued
in April 2002 have certain voting rights. The interests of these holders could
conflict with the interests of the holders of our Common Stock.

Our right to issue preferred stock and anti-takeover provisions under Delaware
law could make a third party acquisition of us difficult.

Our certificate of incorporation provides that our Board of Directors may issue
preferred stock without stockholder approval. The issuance of preferred stock
could make it more difficult for a third party to acquire us without the
approval of our Board of Directors. Additionally, Delaware corporate law imposes
certain restrictions on corporate control transactions that could make it more
difficult for a third party to acquire us without the approval of our Board of
Directors.

ITEM 2.  DESCRIPTION OF PROPERTY

We maintain our sole office in a shared space provided, without cost, by
representatives of a significant stockholder. Such arrangement is expected to
continue until additional financing can be arranged.

ITEM 3.  LEGAL PROCEEDINGS

Proceedings with Stockholders

In August 1999, Infinity, a related party, filed suit against Edge to recognize
the conversion of 1,627 shares of Edge's Series A-2 Convertible Stock into
2,398,714 shares of Edge's common Stock. In June 2000, we recognized Infinity's
conversion and approved the issuance of those shares of Common Stock, effective
August 1999, to Infinity.

Proceedings with Former Officers and Directors

In September 1999, Earl F. Takefman and Richard Parker filed suit against Edge
and certain other parties, asserting claims for breach of contract and other
matters. In October 1999, we counter-sued Messrs. Takefman and Parker for, among
other items, breach of fiduciary duty and breach of employment agreements. In
April 2001, Edge, Messrs. Takefman and Parker, and the other individuals and
entities named in the lawsuits, entered into a settlement agreement whereby we
issued 100,000 shares of restricted Common Stock and paid a cash amount of
$30,000 to Messrs. Takefman and Parker in satisfaction of any outstanding claims
or claims to options.

Proceedings with Debtors

                                     - 17 -

<PAGE>

On September 22, 2000, we made an unsecured loan of $1.4 million to Hencie, Inc.
("Hencie"), a Texas-based IT Services business. The loan was guaranteed by a
related company, Hencie Consulting Services, Inc. and personally guaranteed by
Hencie's CEO. We simultaneously entered into agreements with Hencie giving us
the right to purchase securities from Hencie and its stockholders that would
have allowed us to own approximately 20% of Hencie. In November 2000, we elected
not to make any additional investments in Hencie.

The $1.4 million loan to Hencie matured November 22, 2001, and is in default. On
January 8, 2002, we filed suit for collection against Hencie, Inc., as debtor,
and its CEO Adil Kahn and Hencie Consulting Services, Inc., both as guarantors.
The suit seeks to collect principal and interest due to us totaling
approximately $1.6 million plus collections costs. Hencie responded to the suit
with a general denial and filed a counterclaim against us and certain of our
officers alleging misuse of confidential information, tortuous interference and
business disparagement and slander. We believe the allegations made in the
counterclaim are without merit and will both defend the matter and pursue
collection efforts vigorously.

Due to the uncertainty surrounding collection of the note, no interest was
accrued in 2001, and the note has been fully reserved to reflect our estimate of
its net realizable value. The expense of $1.4 million to reflect the reserve is
included in the Statement of Operations at December 31, 2001.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

In December 2001, we filed an Information Statement Pursuant to Section 14-C of
the Securities Exchange Act of 1934 notifying stockholders of an action taken
without a meeting. Through the approval of its Board of Directors and the
written consent of the holders of a majority of the outstanding shares of Edge's
Common Stock that were entitled to vote on such action, we increased the number
of authorized shares of its $.01 par value Common Stock from 22,500,000 to
100,000,000 shares. Following the increase, we have 100,000,000 shares of its
$.01 par value Common Stock and 5,000,000 of its no par value Preferred Stock
authorized.

                                     - 18 -

<PAGE>

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


MARKET FOR COMMON STOCK

Our Common Stock is traded on the Over-The-Counter (OTC) Bulletin Board under
the symbol "EDGE." We completed our initial public offering (IPO) in July 1996
at an offering price of $5.00 per share for our Common Stock and $.10 per
warrant. The IPO warrants expired in August 2000 at a time when our Common Stock
was trading below the warrant exercise price.

On September 2, 2000, we affected a four-for-one reverse stock split which had
the effect of reducing the number of issued and outstanding shares by 75%
without changing the relative ownership in Edge of any stockholder. For purposes
of meaningful comparison, the stock prices in the table below set forth the
stock prices that would have resulted had the four-for-one reverse stock split
occurred before the dates listed in the table.

The following table sets forth for the period from January 1, 2000, through
December 31, 2001, the range of high and low closing bid prices for the Common
Stock reported on the OTC Bulletin Board. The quotations from the OTC Bulletin
Board reflect interdealer prices, without retail mark-up, markdown or
commission, and may not represent actual transactions.

Common Stock                         High                       Low
                                     ----                       ---

Fiscal Year 2000
First Quarter                       $  3.12                   $  0.26
Second Quarter                         1.96                      0.60
Third Quarter                          3.32                      1.52
Fourth Quarter                         2.00                      0.25

Fiscal Year 2001
First Quarter                       $  2.06                   $  0.75
Second Quarter                         1.56                      0.53
Third Quarter                          2.10                      0.54
Fourth Quarter                         0.75                      0.41

Fiscal Year 2002
First Quarter                       $  1.00                   $  0.50



HOLDERS OF COMMON STOCK

At April 12, 2002, the last reported closing bid price of the common was $.63
per share, and there were 121 holders of record of our Common Stock.

DIVIDENDS

We have not paid cash dividends on our Common Stock since the inception of the
Company, and we do not anticipate paying any cash dividends on our Common Stock
in the foreseeable future. Instead, we intend to retain our earnings, if any, to
finance the further implementation of our business plan and for general
corporate

                                     - 19 -

<PAGE>

purposes. Any payment of future dividends will be at the discretion of
our Board of Directors and will depend upon, among other things, our earnings,
financial condition, capital requirements, level of indebtedness, contractual
restrictions and other factors that our Board of Directors deems relevant. In
addition, the payment of cash dividends on our shares of Common Stock is
prohibited by the terms of the Series A Preferred Stock issued in April 2002. In
addition, we owe an 8% cumulative dividend to the holders of those shares.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATIONS PLANS

1996 Employee Stock Option Plan

In April 1996, we adopted the 1996 Stock Option Plan (the "1996 Plan") and it
was amended most recently in August 2000. The 1996 Plan provides for the
granting to directors, officers, key employees and consultants of up to 500,000
shares of Common Stock in a year. Grants of options may be incentive stock
options or non-qualified stock options and will be at such exercise prices, in
such amounts, and upon such terms and conditions, as determined by the Board of
Directors or the compensation committee of the Board of Directors. The term of
any option may not exceed ten years. In August 2000, the 1996 Plan was amended
to increase the number of shares reserved for issuance to 1,000,000 shares of
Edge's Common Stock outstanding.

The 1996 Plan also provides for the automatic grant of 5,000 non-qualified stock
options upon commencement of service of a non-employee director and 2,500
options per year per director thereafter. The exercise price of the option may
not be less than 100% of the market value of Edge's Common Stock at the time of
grant. Such options vest one-third on the date of the grant and one-third on the
first two anniversary dates and have a term of five years. Because of their
relationship with a stockholder of Edge, each of our current non-employee
directors has declined such option grants.

During 2000 and 2001 stock option grants were made by the Board of Directors
that would cause the number of options issued under the 1996 Plan to exceed the
number authorized under the plan. Such grants were made subject to stockholder
approval at the next annual meeting of stockholders. As of December 31, 2001,
there were 3,860,000 option shares outstanding under the 1996 Employee Stock
Option and none available for future grants.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion and analysis should be read in conjunction with the
financial statements and notes thereto included as Item 7 of this Annual Report
on Form 10-KSB. This discussion and analysis contains certain forward-looking
statements that involve risks and uncertainties. Our actual results and the
timing of certain events could differ materially from those discussed in the
forward-looking statements as a result of
certain factors including those set forth in our filings with the Securities and
Exchange Commission, specifically including the risk factors set forth under
Item 1 of this Annual Report on Form 10-KSB.

                                      -20-

<PAGE>

GENERAL

Prior to our emphasis on IT Consulting Services and Integration, Business
Application Software and Application Services and Management, the business
consisted primarily of developing, marketing and selling personalized videotape
golf lessons featuring One-on-One golf video instruction by leading professional
golfer Greg Norman, sold under the name "One-on-One with Greg Norman."

On September 10, 2001, we sold all the assets related to our One-on-One business
to Visual Edge, Inc., a newly created company formed by certain members of our
previous management. Visual Edge, Inc. is not a related to us.

The results of operations generated by the One-on-One business have been
presented as "discontinued operations" in the Financial Statements because it
represented a separate segment of our business. During 2000, we had no
operations other than those related to the business sold in September 2001. As
such, the basic financial statements for 2000 include neither revenues nor
operating expenses. Eliminating the results of operations generated by the
assets sold presents the reader with a more meaningful understanding of the
financial aspects of the remaining Company.

RESULTS OF OPERATIONS

Discontinued Operations - Sale of One-on-One Assets

On September 10, 2001, we closed the previously announced sale of assets related
to our One-on-One business to a newly formed entity Visual Edge, Inc. The
results of operations of the sold One-on-One business have been presented in the
Statement of Operations as "discontinued operations" because the business
represented a separate segment of our business. The presentation also presents
the reader with a more meaningful understanding of the financial aspects of the
remaining Company.

2001 Results of Operations

Royalties -- Royalty revenue is comprised of amounts earned from Visual Edge,
the buyer of our One-on-One assets. As part of the sale, we received cash, a
note and future royalties stemming from the sale of the One-on-One product.

General and Administrative expenses -- General and administrative expenses
consists of approximately $800,000 of salary expense (including non-cash charges
of approximately $260,000) and legal, accounting and other professional fees
totaling approximately $700,000. The above amounts were offset by $240,000 of
management fees from PurchasePooling.

Bad Debt - Bad debt consists of the $1.4 million reserve of the Hencie note (see
Item 3: LEGAL PROCEEDINGS - Proceedings with Debtors).

Impairment of Assets -- Impairment charges relate solely to our investment in
PurchasePooling.

                                      -21-

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2001, we had cash and cash equivalents of approximately $83,000,
and a working capital deficit of approximately $589,000 as compared to cash and
cash equivalents of approximately $170,000, and a working capital deficit of
approximately $527,000 on December 31, 2000. During 2001, net cash used in
operating activities was approximately $1.0 million, net cash used in investing
activities was approximately $473,000 and net cash provided by financing
activities was $1.4 million for a total decrease in cash and cash equivalents
for the year of approximately $87,000. We do not maintain a bank credit
facility.

We expect our liquidity to remain tight throughout 2002. We will look to our
current cash reserves, cash reserves created by our April 2002 Series A
Convertible Preferred Stock financing and cash flows generated by our newly
acquired companies (Media Resolutions and The Visionary Group) to meet liquidity
requirements in the coming year. While we have a level of comfort as to the
projected cash flows generated by our newly acquired companies, we are relying
on projections based upon assumptions and forecasts, including factors beyond
our control. Actual results could vary from our projections and such variance
could have a significant adverse effect on our liquidity.

We have historically financed our operations primarily through the sale of
equity securities or instruments convertible into equity securities. Although we
just completed such a financing as described below, there can be no assurance
that future financings can be completed.

April 2002 Series A Convertible Preferred Stock

On April 1, 2002, we issued 4,200 shares of Series A Convertible Preferred Stock
("Series A Preferred") at $1,000 per share providing proceeds to us of
$2,669,876, calculated as $4,200,000 less $1,530,124 of the pre-existing Sandera
debt converted to Series A Preferred. The Series A Preferred shares carry an 8%
cumulative dividend and are convertible at the option of the holder into shares
of $.01 par value Common Stock of Edge any time after one year at an initial
conversion price of $.75 per share. The preferred shares have voting rights pari
pasu with the Common Stock and as a separate class on certain matters. The
shares also have an antidilution provision whereby the price and number of
shares issuable upon conversion adjusts for stock splits, stock dividends and
future share issuances below the conversion price of the Series A Preferred. The
Series A Preferred have demand registration rights after one year following
closing of the financing transaction and the right to elect one member to our
Board of Directors.

In connection with the issuance of Series A Preferred, each purchaser received
warrants entitling the holder to purchase 20 shares of Edge's $.01 par value
Common Stock for each 100 shares of Common Stock the holder is entitled to
receive upon conversion. The warrants entitle the holder to purchase common
shares at the price of $1.15 per share. The warrants become exercisable on the
second anniversary of the issuance of the Series A Preferred and, unless
exercised earlier, will expire on the fourth anniversary of the issuance. We
issued warrants exercisable for a total of 1,119,998 shares of Common Stock in
the offering. We paid no commissions in connection with issuance of Series A
Preferred, and claimed an exemption from registration under Section 4(2) of the
Securities Act of 1933.

SEASONALITY

                                      -22-

<PAGE>

Based upon our review of current acquisition candidates, the IT Service
businesses experience a moderate level of seasonality. The first quarter trends
to be the lowest, higher revenues are generally reflected in the second and
third quarter and revenues in the fourth quarter declines from the mid-year
levels. Revenues for Business Application Software and Application Services and
Management do not reflect a discernable pattern of seasonality.

RECENT ACCOUNTING PRONOUNCEMENTS

In July 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business Combinations" and SFAS 142, "Goodwill and Other Intangible Assets."
The new standards require that all business combinations initiated after June
30, 2001, must be accounted for under the purchase method. In addition, all
intangible assets that are obtained through contractual or legal right, or are
capable of being separately sold, transferred, licensed, rented or exchanged,
shall be recognized as an asset apart from goodwill. Goodwill and intangibles
with indefinite lives will no longer be subject to amortization, but will be
subject to at least an annual assessment for impairment by applying a fair value
based test. We will be required to adopt these standards as of January 1, 2002.
As we do not have any recorded intangible assets currently, the adoption of
these standards is not expected to have an impact on our operations.

In August 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets." SFAS No. 144 supersedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of." SFAS No. 144 retained substantially all of the requirements of
SFAS No. 121 while resolving certain implementation issues. SFAS No. 144 is
effective for fiscal years beginning after December 15, 2001. Management
believes the impact of this pronouncement on its operations, if any, will not be
material.

THIRD PARTY REPORTS AND PRESS RELEASES

We do not make financial forecasts or projections nor do we endorse the
financial forecasts or projections of third parties or comment on the accuracy
of third-party reports. We do not participate in the preparation of the reports
or the estimates given by analysts. Analysts who issue financial reports are not
privy to non-public financial information. Any purchase of our securities based
on financial estimates provided by analysts or third parties is done entirely at
the risk of the purchaser.

We periodically issue press releases to update stockholders on new developments
at Edge and our business. These releases may contain certain statements of a
forward-looking nature relating to future events or our future financial
performance within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and
which are intended to be covered by the safe harbors created thereby.

Readers are cautioned that such statements are only predictions and that actual
events or results may materially differ with those statements. In evaluating
such statements, readers should specifically consider the various risk factors
identified which could cause actual results to differ materially from those
indicated by such forward-looking statements.

                                     -23-

<PAGE>

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO FINANCIAL
        STATEMENTS


                                                                      PAGE

Report of Independent Certified Public Accountants                     25

Balance Sheets as of December 31, 2000 and 2001                        26

Statements of Operations for the Years Ended
December 31, 2000 and 2001                                             27

Statement of Changes in Stockholders' Equity (Deficit) for
the Years Ended December 31, 2000 and 2001                             28

Statements of Cash Flows for the Years Ended
December 31, 2000 and 2001                                             29

Notes to Financial Statements                                          30-43

                                      -24-

<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors
of Edge Technology Group, Inc.

We have audited the accompanying balance sheets of Edge Technology Group, Inc.
(the "Company"), as of December 31, 2001 and 2000, and the related statements of
operations, stockholders' equity (deficit) and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Edge Technology Group, Inc. as
of December 31, 2001 and 2000, and the results of its operations and its cash
flows for the years then ended, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2, the Company
incurred a net loss of $9,272,518 during the year ended December 31, 2001, and,
as of that date, the Company's current liabilities exceeded its current assets
by $588,576 and its total liabilities exceeded its total assets by $2,192,191.
These factors, among others, as discussed in Note 2 to the financial statements,
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

GRANT THORNTON LLP

Miami, Florida
March 25, 2002

                                      -25-

<PAGE>

                           EDGE TECHNOLOGY GROUP, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                            December 31,
                                                                                    2000                   2001
                                                                                    ----                   ----
<S>                                                                           <C>                   <C>
CURRENT ASSETS
   Cash and Cash Equivalents                                                  $    169,846          $     82,567
   Accounts Receivable                                                              13,504                   -
   Inventories                                                                       9,096                   -
   Prepaid Expenses - Advance Royalties                                              5,024                   -
   Other Current Assets                                                             85,390                20,339
                                                                              ------------          ------------
         Total Current Assets                                                      282,860               102,906

NON-CURRENT ASSETS
   Fixed Assets, net                                                                67,394                35,385
   Investment - Related Party                                                    4,587,262                   -
   Note Receivable, net of allowance of $0 and
     $1,400,000 as of December 31, 2000 and 2001, respectively                   1,400,000                   -
                                                                              ------------          ------------
         TOTAL ASSETS                                                         $  6,337,516          $    138,291
                                                                              ============          ============

CURRENT LIABILITIES
   Accounts Payable                                                           $    390,991          $    451,993
   Accrued Expenses                                                                345,011               239,489
   Other Current Liabilities                                                        73,496                   -
                                                                              ------------          ------------
         Total Current Liabilities                                                 809,498               691,482

NOTES PAYABLE - RELATED PARTIES                                                    839,000             1,639,000
                                                                              ------------          ------------
         TOTAL LIABILITIES                                                       1,648,498             2,330,482


Commitments and Contingencies                                                          -                     -

STOCKHOLDERS' EQUITY (DEFICIT)
Series A Convertible Preferred Stock, no par value 5,000,000
   shares authorized, none issued or outstanding at
   December 31, 2000 and 2001                                                          -                     -
Common Stock, $.01 par value, 22,500,000 shares authorized,
   16,016,335 issued and outstanding at December 31, 2000; and
   100,000,000 shares authorized, 16,488,139 issued and outstanding
   at December 31, 2001                                                            160,163               164,881
Additional Paid in Capital                                                      37,978,720            40,048,615
Deferred Stock Option Compensation                                                (316,696)                  -
Accumulated Deficit                                                            (33,133,169)          (42,405,687)
                                                                              ------------          ------------
   TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                          4,689,018            (2,192,191)
                                                                              ------------          ------------
   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                 $  6,337,516          $    138,291
                                                                              ============          ============
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                      -26-

<PAGE>

                           EDGE TECHNOLOGY GROUP, INC.
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                             For the Year
                                                                          Ended December 31,
                                                                       2000               2001
                                                                       ----               ----
<S>                                                               <C>                <C>
Royalties                                                       $         -          $      8,672
Cost of Sales                                                             -                   -
                                                                -------------        ------------
    Gross Profit                                                                            8,672
                                                                          -

Operating Expenses
    General and Administrative                                            -             1,317,656
    Bad Debt Expense                                                      -             1,400,000
    Impairment of Assets                                                  -             5,175,954
                                                                -------------        ------------
    Total Operating Expenses                                              -             7,893,610
                                                                -------------        ------------
Operating Loss                                                            -            (7,884,938)


Other Income (Expense)
    Interest Income                                                    13,818               3,111
    Interest Expense                                                   (6,392)           (118,245)
    Loss on Sale of Fixed Assets                                          -               (10,415)
    Taxes - Other                                                         -                (2,848)
    Amortization of Deferred Financing Fees                           (85,866)             (8,225)
                                                                -------------        ------------
    Total Other Income (Expense)                                      (78,440)           (136,622)
                                                                -------------        ------------
Loss from Continuing Operations                                       (78,440)         (8,021,560)

    Loss from Discontinued Operations                              (8,881,185)           (680,671)
    Loss on Sale from Discontinued Operations                             -              (570,287)
                                                                -------------        ------------
Loss from Discontinued Operations Attributed to
    Common Stockholders                                            (8,881,185)         (1,250,958)
                                                                -------------        ------------
                                                                -------------        ------------
Net Loss Attributed to Common Stockholders                      $  (8,959,625)       $ (9,272,518)
                                                                =============        ============

Basic and Diluted Loss Per Share
    From Continuing Operations                                  $       (0.01)       $      (0.49)
    From Discontinued Operations                                        (1.15)              (0.08)
                                                                -------------        ------------
Net Loss Per Share                                              $       (1.16)       $      (0.57)
                                                                =============        ============
Weighted Average Common Shares Outstanding                          7,695,198          16,279,316
                                                                =============        ============
</TABLE>




   The accompanying notes are an integral part of these financial statements.

                                      -27-

<PAGE>

                           EDGE TECHNOLOGY GROUP, INC.
             STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 2001
                  (In Thousands except Shares of Common Stock)

<TABLE>
<CAPTION>


                                          Common Stock                         Additional    Deferred                     Total
                                          ------------           Preferred      Paid-in    Compensation  Accumulated Stockholders
                                      Shares       Amount          Stock        Capital       Expense       Deficit  Equity(Deficit)
                                   ------------------------------------------------------------------------------------------------
<S>                                 <C>          <C>          <C>           <C>              <C>         <C>            <C>
Balance December 31, 1999           2,599,610    $  26        $  6,000      $ 17,844       $    -        $(24,174)      $  (304)

   Conversion of Preferred Shares-
   Infinity                         2,398,714       24          (1,627)        1,603            -             -             -
   September 2000 Corporate
   Reorganization                   6,689,165       67          (4,373)       11,472            -             -           7,166
   Settlement of Accounts Payable     225,338        2             -             366            -             -             368
   Investment in PurchasePooling    2,644,841       26             -           3,941            -             -           3,967
   September 2000 Equity Issuance   1,458,667       15             -           2,173            -             -           2,188
   Issuance of Options                    -        -               -             580           (317)          -             263
   Net Loss                               -        -               -             -              -          (8,960)       (8,960)
                                   ---------------------------------------------------------------------------------------------
Balance December 31, 2000          16,016,335      160             -          37,979           (317)      (33,133)        4,689

   Investment in PurchasePooling      268,789        3             -             185            -             -             188
   Settlement with former Officer
   and Directors                      100,000        1             -              53            -             -              54
   Issuance of Infinity Option            -        -               -             600            -             -             600
   Amortization of Deferred
   Compensation                           -        -               -             -              317           -             317
   Amortization of Compensatory Stock
   Options                                -        -               -           1,119            -             -           1,119
   Issuance of Shares for Services     11,920                                     23                                         23
   September 2000 Corporate
   Reorganization - adjustment         91,095        1             -              90            -             -              91
   Net Loss                               -        -               -             -              -          (9,273)       (9,273)
                                  ----------------------------------------------------------------------------------------------
Balance December 31, 2001          16,488,139    $ 165        $    -        $ 40,049       $    -        $(42,406)      $(2,192)
                                  ==============================================================================================
</TABLE>

    The accompanying notes are an integral part of this financial statement.

                                      -28-

<PAGE>

                           EDGE TECHNOLOGY GROUP, INC.
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 2001
<TABLE>
<CAPTION>
                                                                         2000                            2001
                                                                         ----                            ----
<S>                                                                <C>                               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss                                                            $ (8,959,625)                      ($9,272,518)
Adjustments to reconcile net loss to net cash used in operating
activities:
   Discontinued Operations, net                                        8,881,185                         1,250,958
   Bad Debt Expense                                                            -                         1,400,000
   Amortization of Deferred Compensation                                       -                           316,696
   Noncash stock and stock option compensation expense                   263,417                           479,653
   Depreciation and amortization                                               -                            41,226
   Amortization of deferred financing fees                                53,196                                 -
   Impairment of assets                                                        0                         5,175,954
Change in assets and liabilities:
   Decrease in accounts receivable                                        19,260                            13,504
   Decrease in inventory                                                   8,003                             9,096
   Decrease in prepaid expenses - advance royalties                       63,135                             5,024
   Increase (decrease) in accounts payable                              (577,004)                           61,002
   (Decrease) in accrued expenses                                       (476,229)                         (486,193)
   (Decrease) in other current liabilities                                (4,655)                          (73,496)
   (Increase) decrease in other current assets                           (33,254)                           65,050
                                                                    ------------                       -----------
Net cash used in operating activities                                   (762,571)                       (1,014,044)

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                                     (39,529)                          (87,929)
Proceeds from sale of fixed assets                                             -                            14,694
Loan to Hencie, Inc.                                                  (1,400,000)                                -
Investment in related party                                             (620,000)                         (400,000)
Loan to related party                                                          -                           (75,000)
Repayment of loan to related party                                             -                            75,000
                                                                    ------------                       -----------

Net cash used in investing activities                                 (2,059,529)                         (473,235)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of common stock                             2,187,999                                 -
Proceeds from note payable, net                                          959,000                           800,000
Repayment of borrowings                                                 (174,777)                                -
Contributed Capital                                                            -                           600,000
                                                                    ------------                       -----------

Net cash provided by financing activities                              2,972,222                         1,400,000
                                                                    ------------                       -----------

NET CHANGE IN CASH AND CASH EQUIVALENTS                                  150,122                           (87,279)

Cash and Cash Equivalents, beginning of period                            19,724                           169,846
                                                                    ------------                       -----------

Cash and Cash Equivalents, end of period                            $    169,846                       $    82,567
                                                                    ============                       ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest
                                                                    $          -                       $     1,388 (a)
                                                                    ============                       ===========
Cash paid for taxes                                                 $          -                       $     2,848
                                                                    ============                       ===========

(a) D&O insurance financed.
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                     - 29 -


<PAGE>

                           EDGE TECHNOLOGY GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 2001

1.   COMPANY OPERATIONS

Edge Technology Group, Inc. ("Edge" or "Company"), formerly known as Visual Edge
Systems Inc., was incorporated in Delaware in July 1994 and commenced operations
in January 1995. We changed the name of our company in September 2000 to Edge
Technology Group, Inc. to better reflect our current business operations and
business strategy.

We are in the early stage of revamping our business model beyond our historical
golf training technology products. Our new business model is to acquire software
related technology companies that deliver software products and related
information technology services to middle market companies. See Note 16,
"Subsequent Events."

Prior to our current emphasis on IT consulting services, software applications
and application services, the business consisted primarily of developing,
marketing and selling personalized videotape golf lessons featuring One-on-One
golf video instruction ("One-on-One") by leading professional golfer Greg
Norman, sold under the name "One-on-One with Greg Norman." We developed video
production technology that digitally combined actual video footage of a golfer's
swing with a synchronized "split-screen" comparison to Greg Norman's golf swing
to produce a One-on-One golf lesson. The assets of the One-on-One business were
sold to members of its prior management in September 2001.

2.   GOING CONCERN

The accompanying financial statements have been prepared assuming that the Edge
will continue as a going concern. We incurred a net loss of $9,272,518 during
the year ended December 31, 2001, and, as of that date, our current liabilities
exceeded our current assets by $588,576 and our total liabilities exceeded our
total assets by $2,192,191. These factors, among others, raise substantial doubt
about our ability to continue as a going concern. Our plans in this regard are
to continue fundraising efforts and to implement our new business plan as
described in our public filings with the Securities and Exchange Commission and
in recent press releases.

We expect our liquidity to remain tight throughout 2002. We will look to our
current cash reserves, cash reserves created by our April 2002 Series A
Convertible Preferred Stock financing and cash flows generated by our newly
acquired companies (Media Resolutions and The Visionary Group) to meet liquidity
requirements in the coming year. While we have a level of comfort as to the
projected cash flows generated by our newly acquired companies, we are relying
on projections based upon assumptions and forecasts, including factors beyond
our control. Actual results could vary from our projections and such variance
could have a significant adverse effect on our liquidity.

We have historically financed our operations primarily through the sale of
equity securities or instruments convertible into equity securities. Although we
just completed such a financing as described below, there can be no assurance
that future financings can be completed.

The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets amounts or amounts and
classification of liabilities that might be necessary should we be unable

                                     - 30 -


<PAGE>
to continue in existence.

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Reclassifications

Certain prior period balances have been reclassified to conform to the current
period presentation.

Accounting Estimates

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

Cash and Cash Equivalents

For purposes of the statements of cash flows, we consider all highly liquid
investments purchased with a maturity of three months or less at the date of
purchase to be cash equivalents. At December 31, 2000 and 2001, substantially
all cash and cash equivalents are interest-bearing deposits.

Reverse Stock Split

In September 2000, we affected a four-for-one reverse stock split. All share and
per share amounts have been restated accordingly.

Inventories

At December 31, 2000, our inventories consisted of videotapes, which are stated
at the lower of weighted average cost or market. All such inventories were sold
on September 10, 2001, with the One-on-One business.

Fixed and Intangible Assets

Fixed assets are stated at cost, net of accumulated depreciation. Depreciation
is calculated on a straight-line basis over the estimated useful lives of the
assets that range from 3 to 5 years.

We have adopted Statement of Financial Accounting Standards ("SFAS") No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of." Under the provisions of this statement, we have evaluated our
long-lived assets for financial impairment, and will continue to evaluate them
as events or changes in circumstances indicate that the carrying amount of such
assets may not be fully recoverable.

We evaluate the recoverability of long-lived assets and certain identifiable
intangibles to be held and used by measuring the carrying amount of the assets
against the estimated undiscounted future cash flows associated with them. At
the time such evaluations indicate that the future undiscounted cash flows of
certain long-lived assets are not sufficient to recover the carrying value of
such assets, the assets are adjusted to their fair values, less cost to sell.

                                     - 31 -

<PAGE>

As of December 31, 2000, we recorded an impairment charge of $464,000 to write
down the value of certain of our production video equipment to its estimated
fair value, which is reflected in loss from discontinued operations for the year
ended December 31, 2000. All such equipment was sold on September 10, 2001, with
the One-on-One business.

Revenue Recognition

We recognize revenue when the product is shipped or the service is performed.
Deposits received in advance of shipment or performance are recorded as a
customer deposit or deferred revenue, respectively, and included in "other
current liabilities" in the Balance Sheet.

Income Taxes

In accordance with SFAS No. 109, "Accounting for Income Taxes," deferred tax
assets or liabilities are computed based upon the difference between the
financial statement and income tax basis of assets and liabilities using the
enacted marginal tax rate applicable when the related asset or liability is
expected to be realized or settled. Deferred income tax expense or benefit is
based on the changes in the asset or liability from period to period. If
available evidence suggests that it is more likely than not that some portion or
all of the deferred tax assets will not be realized, a valuation allowance is
established to reduce the deferred tax assets to the amount that is more likely
than not to be realized. Future changes in such valuation allowance would be
included in the provision for deferred income taxes in the period of change.

Due to the continuing losses experienced by Edge, we continue to record "net
operating losses" but fully reserve the tax benefit on these losses due to the
uncertainty surrounding their recoverability. At December 31, 2001, we had net
operating loss carryforwards of approximately $26.9 million to offset future
taxable earnings, if any. However, as we continue to raise additional financing
through the issuance of equity, the utilization of such amount could be limited
by futures changes of ownership.

Management Fees - Related Party

We have entered into a management agreement with PurchasePooling in which
PurchasePooling pays us a management fee of $20,000 per month in return for the
services provided by our President and other employees of ours. We collected
$240,000 and $20,000 in management fees from PurchasePooling during 2001 and
2000 respectively. Such amounts are reflected as a reduction in "General and
Administrative" expenses in the Statements of Operations.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, investments, note receivable,
notes payable, accounts receivable and accounts payable as reflected in the
accompanying Balance Sheets approximate fair value due to the short-term
maturity of these instruments.

Loss per Share

Basic loss per share is calculated by dividing loss attributed to common
stockholders by the weighted average number of shares of common stock
outstanding during each period.

As of December 31, 2001 and 2000, due to our net losses, shares of Common Stock
issuable upon conversion of convertible debt and the exercise of outstanding
options and, for both periods, warrants totaling 729,333 shares have been
excluded from the computation of diluted loss per share in the accompanying
statements of operations as their impact would be antidilutive.

                                     - 32 -

<PAGE>

Stock Option Plan

Under the provisions of, "Accounting for Stock-Based Compensation("SFAS 123"),"
companies can either measure the compensation cost of equity instruments issued
to employees using a fair value based method, or can continue to recognize
compensation cost using the intrinsic value method under the provisions of
Accounting Principles Board Opinion No. 25 ("APB 25"). We recognize compensation
costs, where appropriate, under the provisions of APB 25, and have provided the
expanded disclosure required under SFAS 123 (see Note 13).

Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business Combinations" and SFAS 142, "Goodwill and Other Intangible Assets."
The new standards require that all business combinations initiated after June
30, 2001, must be accounted for under the purchase method. In addition, all
intangible assets that are obtained through contractual or legal right, or are
capable of being separately sold, transferred, licensed, rented or exchanged,
shall be recognized as an asset apart from goodwill. Goodwill and intangibles
with indefinite lives will no longer be subject to amortization, but will be
subject to at least an annual assessment for impairment by applying a fair value
based test. We will be required to adopt these standards as of January 1, 2002.
As we do not have any recorded intangible assets currently, the adoption of
these standards is not expected to have an impact on our operations.

In August 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets." SFAS No. 144 supersedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of." SFAS No. 144 retained substantially all of the requirements of
SFAS No. 121 while resolving certain implementation issues. SFAS No. 144 is
effective for fiscal years beginning after December 15, 2001. Management
believes the impact of this pronouncement on its operations, if any, will not be
material.


4.   DISCONTINUED OPERATIONS - SALE OF "ONE-ON-ONE" ASSETS

On September 10, 2001, we closed the previously announced sale of assets related
to our One-on-One business to a newly formed entity Visual Edge, Inc. Visual
Edge is not a related party; however, the President of Visual Edge is a former
CEO of our Company. Accordingly, results of this operation have been classified
as discontinued and prior periods have been restated.

In the sale, we received (a) an initial cash payment of $300,000 (offset by
$53,000 by Visual Edge for One-on-One Business expenses paid); (b) a promissory
note in the amount of $250,000 payable October 24, 2001, and bearing an interest
rate of 8% per annum, secured by all of the assets of Visual Edge; and (c)
future royalties not to exceed $3,000,000, payable as an increasing percentage
of revenues. We recognized $8,672 in royalties in 2001. The loss of the sale of
the One-on-One business was $570,287.

The operating results of the discontinued operation are as follows:

                                                    For the Year Ended
                                                        December 31,
                                                   2000              2001
                                                   ----              ----

Sales                                             $1,222,331        $ 403,526
                                                 ===========        =========

Loss from discontinued operations                 (4,896,801)        (680,671)

Provision for Preferred Stock Dividends           (3,984,384)               -
                                                 -----------        ---------

Net loss from Discontinued Operations
  Attributed to Common Stockholders              ($8,881,185)       ($680,671)
                                                 ===========        =========
                                     - 33 -


<PAGE>

For the 2000 presentation of discontinued operations, we have reclassified
$3,459,624 which was originally recorded as loss on debt conversion to provision
for preferred stock dividends.

As of October 24, 2001, the promissory note and royalty payments were in
default. The note and royalty payments were renegotiated in December 2001, to
extend payment terms, and as of April 12, 2002, all payments are in default
under the renegotiated terms. The note was written off in its entirety and was
recorded as part of the loss on sale of the One-on-One assets as of September
30, 2001.

5.   CORPORATE REORGANIZATION

In September 2000, we completed our corporate reorganization announced in July
2000. Infinity, 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 the convertible securities based
on a formula of one (1) share of Common Stock 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. As a result of this corporate reorganization, we recorded a loss and
a provision for preferred stock dividends related to the conversion of the
preferred stock, accrued dividends, convertible debt and accrued interest of
$4,796,403 and have no shares of preferred stock outstanding and no outstanding
convertible notes as of December 31, 2000 or 2001.

In December 2001, the Company learned that $91,095 in preferred dividends and
interest were not paid in the September 2000 reorganization. As a result, 91,095
common shares of Edge were issued, as of December 31, 2001, to Infinity, Glacier
Capital Limited and Summit Capital Limited on the original terms of one share of
Common Stock for each $1.00 of principal and interest converted in satisfaction
of the obligation. Such amount was recorded in "General and Administrative"
expense in the Statement of Operations.

6.   FIXED ASSETS, NET

Fixed assets, including equipment and mobile production units acquired under
capital leases, consist of the following:

                                                   December 31,          Lives
                                              2000             2001     (Years)
                                          -----------       ----------  ------
Mobile Videotape Product Units            $   923,770       $        -       5
Product Development Equipment                 346,794                -     3-5
Training and Processing Equipment              54,934                -       5
Office Furniture and Equipment            $   337,293           45,061       5
                                          -----------       ----------
                                            1,662,791           45,061
Less: Accumulated Depreciation             (1,595,397)          (9,676)
                                          -----------       ----------
Fixed Assets, net                         $    67,394       $   35,385
                                          ===========       ==========

                                     - 34 -

<PAGE>
7.   INVESTMENT - RELATED PARTY

In September 2000, we issued 2,644,841 shares of Edge Common Stock to
PurchasePooling Investment Fund in return for 9,593,824 shares of Series A
Convertible Preferred Stock of PurchasePooling Solutions, Inc.
("PurchasePooling"). In December 2000, we invested an additional $620,000 in
PurchasePooling in return for 2,214,285 shares of its Series C Convertible
Preferred Stock. As a result, at December 31, 2000, we had an approximately 18%
ownership interest in PurchasePooling, a start up Web-based demand aggregator
working toward enabling government and educational entities to save
significantly on large-ticket capital items by combining their purchasing power
nationwide and globally. We are accounting for this investment under the cost
method of accounting. Our President and CEO is also the interim CEO of
PurchasePooling. In 2000, we entered into an agreement to acquire from Odyssey
Ventures Online S.A. 975,000 shares of Series A Convertible Preferred Stock of
PurchasePooling in exchange for 268,808 shares of Edge Common Stock. In April
2001, the agreement was finalized and the shares of Common Stock were issued.

Based on a valuation obtained on PurchasePooling in July 2001, we determined
that the investment was impaired. Accordingly, we recorded an impairment charge
of $ 2,495,954 that is included in "Impairment of Assets" in the Statement of
Operations.

In October 2001, we participated to the amount of $400,000 in a syndicated loan
to PurchasePooling in the amount of $1,600,000. The loan, structured as a
Convertible Note with Warrants, bears interest at 15% per annum, and if not
converted earlier, matures in October 2003. Because PurchasePooling is in its
development stage and is not generating any cash flows, we have no expectation
for repayment of the loan. As such, we considered the investment to be an equity
investment and we carried the loan as a part of our Investment - Related Party
in the Balance Sheet. We did not accrue interest on the note.

Based upon the ongoing evaluation of our investment in PurchasePooling, we
determined in April 2002, that our investment was not recoverable. As a result,
we wrote off the remaining $2,680,000 of our investment in PurchasePooling as of
December 31, 2001. The write off for the year 2001 was $5,175,954 and such
amount is included in "Impairment of Assets" in the Statement of Operations.

8.   NOTE RECEIVABLE

On September 22, 2000, we made an unsecured loan of $1.4 million to Hencie, Inc.
("Hencie"), a Texas-based IT Services business. The loan was guaranteed by a
related company, Hencie Consulting Services, Inc. and personally guaranteed by
Hencie's CEO. We simultaneously entered into agreements with Hencie giving us
the right to purchase securities from Hencie and its stockholders that would
have allowed us to own approximately 20% of Hencie. In November 2000, we elected
not to make any additional investments in Hencie.

The $1.4 million loan to Hencie matured November 22, 2001, and is in default.
See Note 14 "Legal Proceedings."

Due to the uncertainty surrounding collection of the note, no interest was
accrued in 2001 and, during the fourth quarter of 2001, the note has been fully
reserved to reflect our estimate of its net realizable value. The expense of
$1.4 million to reflect the reserve is included in the Statement of Operations
for the year ended December 31, 2001.

9.   ACCRUED EXPENSES

     Accrued expenses are summarized as follows:

                                     - 35 -

<PAGE>

                                          December 31,
                                     2000              2001
                                     ----              ----
Professional Fees                   $155,758        $ 58,000
Legal Settlement                      84,000               -
Royalties                             45,472               -
Interest                                   -         115,805
Salaries and Bonuses                  54,359          65,684
Other                                  5,422               -
                                    --------        --------
                                    $345,011        $239,489
                                    ========        ========


10.  FINANCING TRANSACTIONS

Infinity Financing and Conversion

On June 13, 1997, we arranged a three-year $7.5 million debt and convertible
equity facility (the "Infinity Financing") with a group of investment funds led
by Infinity, a related party, which resulted in net proceeds to us 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,
we issued to the investment funds 1,039,388 shares of our 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 our 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 to us 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. We 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, we recognized Infinity'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 as a result of
such conversion.

As part of the reorganization of Edge effective September 1, 2000, Infinity,
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 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. As a result of these actions, as of September 2000,
Edge had no shares of preferred stock outstanding and no

                                     - 36 -

<PAGE>
outstanding convertible notes and was no longer in default under the documents
governing the convertible notes and the Series A-2 Convertible Preferred Stock.
In connection with these actions, we recognized a conversion loss and a
provision for preferred stock dividends on the conversion of debt and preferred
stock of $4,796,403 in 2000.

2000 Infinity Loans

During 2000, Infinity, a related party, made certain loans to us 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 became entitled to the repayment of these
loans. The loan agreement was renegotiated in April 2001 and again in January
2002 to extend the due date to March 31, 2002. As of December 31, 2001, there
was $219,000 in principal outstanding. See Note 16, "Subsequent Events."

Catalyst Loan

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

The Catalyst Loan was convertible at the option of the holder into Edge Common
Stock at a conversion price of $1.50 per share. The Catalyst Loan was also
secured by a pledge of substantially all of our assets. Effective April 16,
2001, we 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, we could draw down amounts
under the loan agreement as we have a need for funds, subject to our being in
compliance with the covenants contained in that loan agreement. The amended loan
agreement bears interest at eight percent (8%) per annum and was 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
was secured by a pledge of substantially all of our assets. On December 31, 2000
and 2001, the principal balance outstanding on the Catalyst Loan was $620,000
and $1,420,000, respectively.

On December 28, 2001, Catalyst Master Fund, L. P. assigned the Catalyst Loan,
and its rights thereunder, to Sandera Partners, L. P. ("Sandera") as part of a
redemption of Sandera's limited partnership interest in Catalyst. Certain of our
directors are officers of an entity that manages Sandera. See Note 16,
"Subsequent Events."

Infinity Option

On May 31, 2001, we sold to Infinity an option in return for the payment of $1.0
million payable in five payments of $200,000 each commencing on May 31, 2001
("Infinity Option"). Pursuant to the Infinity Option, Infinity could elect on
May 31, 2002, to exercise its option by assigning its interest in a note
receivable of $10.0 million in exchange for 3,333,333 shares of Edge Common
Stock. We received $600,000 during 2001 which was recorded as paid in capital.

In March 2002, Infinity and Edge mutually agreed to terminate the option.

                                     - 37 -

<PAGE>
11.  COMMON STOCK

In July 1996, we sold 1,395,000 shares of Common Stock for $5.00 per share.

On August 30, 1999, Infinity, a related party, delivered a notice of conversion
to us to convert 1,627 of its 4,400 shares of our Series A-2 Cumulative
Convertible and Redeemable Preferred Stock into 2,398,714 shares of Edge's
Common Stock. In June 2000, we recognized Infinity'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 as a result of such conversion.

In September 2000, we issued and sold an aggregate of 1,458,667 shares of our
Common Stock to private accredited investors for an aggregate purchase price of
approximately $2,188,000 in a private offering. In connection with the private
offering, we issued warrants to purchase 729,333 shares of our Common Stock to
private accredited investors at an exercise price of $3.00 per share. These
warrants expire on September 1, 2005. As of December 31, 2001, none of the
warrants have been exercised. We also issued 83,333 shares of Common Stock to
Marion Interglobal, Ltd. as a result of the conversion by Marion of $125,000 of
indebtedness owed to Marion, and 142,005 shares of Common Stock to Great White
Shark Enterprises, Inc. upon its conversion of approximately $284,009 of
indebtedness owed to Great White Shark Enterprises.

In September 2000, we issued 2,644,841 shares of our Common Stock to
PurchasePooling, a related party, in return for 9,593,824 shares of
PurchasePooling Series A Convertible Preferred Stock. In December 2000, we
invested an additional $620,000 with PurchasePooling, a related party, in return
for 2,214,285 shares of Series C Convertible Preferred Stock. As a result, at
December 31, 2000 we had an approximate 18% ownership interest in
PurchasePooling. Our President and CEO is also the interim CEO of
PurchasePooling. In 2000, we entered into an agreement to acquire from Odyssey
Ventures Online S.A. 975,000 shares of Series A Convertible Preferred Stock of
PurchasePooling in exchange for 268,789 shares of Edge's Common Stock. In April
2001, the agreement was finalized and the shares of Common Stock were issued.

12.  INCOME TAXES

As of December 31, 2001 and 2000, we had approximately $11.2 million and $7.6
million, respectively, of net deferred tax assets resulting primarily from net
operating loss carryforwards. Due to the uncertainty of our ability to generate
sufficient taxable income in the future to utilize such loss carryforwards, the
net deferred assets have been fully reserved as of December 31, 2001 and 2000.
Additionally, as we continue to raise additional financing through the issuance
of equity, the utilization of such amount could be limited by future changes of
ownership.

As of December 31, 2001 our net operating loss carryforwards and their
expiration are as follows:

                  NOL
              Carryforward          Expires In
            -----------------   -------------------
                $ 3,101,000            2012
                  8,461,000            2013
                  7,055,000            2019
                  3,207,000            2020
                  5,116,000            2021
            -----------------
                $26,940,000
            =================


13.  STOCK OPTION PLAN

                                     -38 -

<PAGE>

In April 1996, we adopted the 1996 Stock Option Plan (the "1996 Plan") and it
was amended most recently in August 2000. The 1996 Plan provides for the
granting to directors, officers, key employees and consultants of up to 500,000
shares of Common Stock in a year. Grants of options may be incentive stock
options or non-qualified stock options and will be at such exercise prices, in
such amounts, and upon such terms and conditions, as determined by the Board of
Directors or the compensation committee of the Board of Directors. The term of
any option may not exceed ten years. In August 2000, the 1996 Plan was amended
to increase the number of shares reserved for issuance to 1,000,000 shares of
Edge's Common Stock outstanding.

The 1996 Plan also provides for the automatic grant of 5,000 non-qualified stock
options upon commencement of service of a non-employee director and 2,500
options per year per director thereafter. The exercise price of the option may
not be less than 100% of the market value of Edge's Common Stock at the time of
grant. Such options vest one-third on the date of the grant and one-third on the
first two anniversary dates and have a term of five years. Because of their
relationship with a stockholder of Edge, each of our current non-employee
directors has declined such option grants.

We apply APB Opinion No. 25 in accounting for our Plan. Had we determined
compensation cost based on fair value at the grant date for its stock options
under SFAS No. 123, our net loss and net loss per share for the year ended
December 31, 2001 and 2000, would have increased to $10,217,096 and $9,040,468
and $.63 and $1.17, respectively, based upon an estimated holding period of five
years and an estimated volatility of 110%.

In July 2000, we granted 850,000 options to purchase Edge's Common Stock to a
consultant of ours at an exercise price of $2.31 per share. The fair value of
the options were $1,343,000, of which $223,833 was recorded as expense in both
2000 and 2001 and the remaining $895,334 of expense was recorded as a part of
the discontinued operations in 2001.

In September 2000, in accordance with the execution of an employment agreement,
we granted options to one of our officers to purchase 300,000 shares of Edge's
Common Stock at an exercise price of $2.00 per share. As the exercise price of
the options was less than the market value of Edge's Common Stock at the date of
issuance, we recorded $356,280 of deferred compensation expense. We were
amortizing the expense on a straight- line basis over 36 months. The officer
resigned in September 2001, and as a result, the remaining amount of $316,696
was recognized as compensation expense in 2001.

Stock option grants approved in 2000 and 2001 that would cause the number of
issued options to exceed authorized amounts were approved by the Board of
Directors, subject to approval by the stockholders at the next annual meeting of
stockholders, in order to increase the number of options available under the
Plan.

Stock option activity during the periods is indicated as follows:

                                                                  Weighted
                                            Number of             Average
                                              Shares           Exercise Price
                                        ---------------------  -----------------
Balance at January 1, 2000                    468,510               $5.04
   Granted                                  1,457,000               $2.25
   Exercised                                      -
   Forfeited                                 (394,907)              $4.65
                                        -------------
Balance at December 31, 2000                1,530,603               $2.32
   Granted                                  3,420,000               $1.50
   Exercised                                      -
   Forfeited                               (1,090,603)              $2.19
                                        -------------
Balance at December 31, 2001                3,860,000               $1.70
                                        =============

                                     - 39 -

<PAGE>

The weighted average fair value of options granted during 2000 and 2001 was
$1.58 and $.79 respectively.

At December 31, 2000 and 2001, there were 660,103 and 1,056,800 options
exercisable, respectively. At December 31, 2001, the weighted-average exercise
price and weighted-average remaining contractual life of outstanding options was
as follows:

<TABLE>
<CAPTION>
                                           Outstanding                                      Exercisable
                  --------------------------------------------------------------- ---------------------------------
                                         Weighted             Weighted                                 Weighted
                                          Average         Average Remaining                            Average
     Exercise                            Exercise            Contractual                               Exercise
      Price              Shares            Price                Life                    Shares          Price
--------------------------------------------------------------------------------- ---------------------------------
<S>                     <C>             <c>               <C>                           <C>            <C>
      $1.50             2,910,000          $1.50                  9.1                    673,500        $1.50
    $2.00-2.31            950,000          $2.28                  8.6                    383,333        $2.23
                        ---------                                                      ---------
                        3,860,000          $1.69                                       1,056,800        $1.76
                        =========                                                      =========
</TABLE>
At December 31, 2001, we had 729,333 warrants outstanding at an exercise price
of $3.00 (see Note 11 - COMMON STOCK).

In July 2001, our Vice President resigned and entered into a separation
agreement with us whereby we would pay him approximately $45,000 and grant him
75,000 warrants, exercise price of $1.50, in exchange for forgiveness of amounts
due him and cancellation of all previously issued options. At April 12, 2002,
neither the $45,000 had been paid nor the warrants been issued, but the
individual had taken no action associated with the default.

14.  COMMITMENTS AND CONTINGENCIES

Operating Leases

At December 31, 2001, we have no long-term non-cancelable leases. We maintain
our sole office in a shared space provided, without cost, by representatives of
a significant stockholder. Such arrangement is expected to continue until
additional financing can be arranged.

Legal Proceedings

Proceedings with Stockholders

In August 1999, Infinity, a related party, filed suit against Edge to recognize
the conversion of 1,627 shares of Edge's Series A-2 Convertible Stock into
2,398,714 shares of Edge's common Stock. In June 2000, we recognized Infinity's
conversion and approved the issuance of those shares of Common Stock, effective
August 1999, to Infinity.

Proceedings with Former Officers and Directors

In September 1999, Earl F. Takefman and Richard Parker filed suit against Edge
and certain other parties, asserting claims for breach of contract and other
matters. In October 1999, we counter-sued Messrs. Takefman and Parker for, among
other items, breach of fiduciary duty and breach of employment agreements. In
April 2001, Edge, Messrs. Takefman and Parker, and the other individuals and
entities named in the lawsuits, entered into a settlement agreement whereby we
issued 100,000 shares of restricted Common Stock and paid a cash amount of
$30,000 to Messrs. Takefman and Parker in satisfaction of any outstanding claims
or claims to options. The related expense of $84,000 was recognized in 2000.

                                     - 40 -

<PAGE>
Proceedings with Debtors

See Note 8 "NOTE RECEIVABLE."

The $1.4 million loan to Hencie matured November 22, 2001, and is in default. On
January 8, 2002, we filed suit for collection against Hencie, Inc., as debtor,
and its CEO Adil Kahn and Hencie Consulting Services, Inc., both as guarantors.
The suit seeks to collect principal and interest due to us totaling
approximately $1.6 million plus collections costs. Hencie responded to the suit
with a general denial and filed a counterclaim against us and certain of our
officers alleging misuse of confidential information, tortuous interference and
business disparagement and slander. We believe the allegations made in the
counterclaim are without merit and will both defend the matter and pursue
collection efforts vigorously.

Employment Agreements

In January 2001, we entered into an employment agreement with Mr. Graham C.
Beachum II to serve as our President and Chief Executive Officer. Mr. Beachum
has assembled other personnel to develop and expand our business plan. The
Agreement expires on January 2, 2005, unless terminated earlier. Under the
Agreement, Mr. Beachum is entitled to receive an annual base salary of $100,000
that shall be increased to $240,000 upon the successful conclusion of an equity
offering by Edge 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 Edge'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 our
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. We were not required to record any
compensation expense in 2001 as a result of the grant of these options.

In January 2001, we entered into an employment agreement with Mr. Graham C.
"Scooter" Beachum III to serve as our Vice President and General Manager. The
Agreement expires on January 2, 2005, unless terminated earlier. Under the
Agreement, Scooter Beachum is entitled to receive an annual base salary of
$95,000 that shall be increased to $165,000 upon the successful conclusion of an
equity offering by Edge of at least $10 million. The annual base salary shall be
increased by 5% each fiscal year. In addition, Scooter Beachum was granted
options to purchase 750,000 shares of Edge'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, Scooter Beachum will also be eligible to receive a bonus based on
our performance, as determined by the Board of Directors or its Compensation
Committee. In the event that Scooter 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. We were not required to record any
compensation expense in 2001 as a result of the grant of these options. Scooter
Beachum is the son of our Chief Executive Officer, Graham C. Beachum II.

15.  SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

In June 2000, we recognized Infinity's conversion and approved the issuance of
2,398,715 shares of Common Stock for $1,627,000 of preferred stock. Infinity is
a related party.

                                     - 41 -

<PAGE>
In September 2000, we issued 2,644,841 shares of our Common Stock to
PurchasePooling, a related party, in return for 9,593,824 shares of
PurchasePooling Series A Convertible Preferred Stock. The cost of this
investment in PurchasePooling was $3,967,262.

In September 2000, we completed our corporate reorganization announced in July
2000. Infinity, 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 the convertible securities based
on a formula of one (1) share of Common Stock 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. Accordingly, we issued 6,689,165 shares of our Common Stock in return
for the conversion of $4,373,000 of preferred stock and $1.5 million of
convertible debt.

In September 2000, we issued 83,333 shares of Common Stock to Marion
Interglobal, Ltd. as a result of the conversion by Marion of $125,000 of
indebtedness owed to Marion by Edge, and 142,005 shares of Common Stock to Great
White Shark Enterprises, Inc. upon its conversion of approximately $284,000 of
indebtedness owed to Great White Shark Enterprises by us.

In 2000, we entered into an agreement with Odyssey Ventures, an unrelated party,
to purchase an additional 975,000 shares of Series A Convertible Preferred Stock
of PuchasePooling in exchange for 268,789 shares of Edge's common stock. The
stock, valued at $188,000, was issued in April 2001.

In December 2001, we learned that $91,095 in preferred dividends and interest
were not paid in the September 2000 corporate reorganization. As a result,
91,095 common shares of Edge were issued, as of December 31, 2001, to Infinity,
Glacier Capital Limited and Summit Capital Limited on the original terms of one
share of Common Stock for each $1.00 of principal and interest converted in
satisfaction of the obligation. This was recorded in General and Administrative
expense in the Statement of Operations.

16.  SUBSEQUENT EVENTS (unaudited)

2000 Infinity Loans

Upon maturity, as of April 1, 2002, Infinity elected to convert the outstanding
principal and interest totaling $258,464 into $.01 par value Common Stock at
$.65 per share resulting in 397,637 shares issued by us. We claimed an exemption
for this issuance under section 4(2) of the Securities Act of 1933.

Catalyst Loan

On December 28, 2001, Catalyst Master Fund, L. P. assigned the Catalyst Loan,
and its rights thereunder, to Sandera Partners, L. P. ("Sandera") as part of a
redemption of Sandera's limited partnership interest in Catalyst. Certain of our
directors are officers of an entity that manages Sandera.

Subsequent to December 31, 2001, as part of the April 2002 Series A Convertible
Preferred Stock financing described below, Sandera converted all outstanding
principal and interest due on the loan (total of $1,530,124) and contributed an
additional amount of approximately $470,000 in cash in exchange for 2,000 shares
of Series A Convertible Preferred Stock.

April 2002 Series A Convertible Preferred Stock

On April 1, 2002, we issued 4,200 shares of Series A Convertible Preferred Stock
("Series A Preferred") at $1,000 per share providing proceeds to us of
$2,669,876 calculated as $4,200,000, less $1,530,124 of the pre-

                                     - 42 -

<PAGE>

existing Sandera debt converted to Series A Preferred. The Series A Preferred
shares carry an 8% cumulative dividend and are convertible at the option of the
holder into shares of $.01 par value Common Stock of Edge any time after one
year at an initial conversion price of $.75 per share. The preferred shares have
voting rights pari pasu with the Common Stock and as a separate class on certain
matters. The shares also have an antidilution provision whereby the price and
number of shares issuable upon conversion adjusts for stock splits, stock
dividends and future share issuances below the conversion price of the Series A
Preferred. The Series A Preferred have demand registration rights after one year
following closing of the financing transaction and the right to elect one member
to our Board of Directors.

In connection with the issuance of Series A Preferred, each purchaser received
warrants entitling the holder to purchase 20 shares of Edge's $.01 par value
Common Stock for each 100 shares of Common Stock the holder is entitled to
receive upon conversion. The warrants entitle the holder to purchase common
shares at the price of $1.15 per share. The warrants become exercisable on the
second anniversary of the issuance of the Series A Preferred and, unless
exercised earlier, will expire on the fourth anniversary of the issuance. We
issued warrants exercisable for a total of 1,119,998 shares of Common Stock in
the offering. We paid no commissions in connection with issuance of Series A
Preferred.

Acquisition of Media Resolutions, Inc.

On April 11, 2002, we closed the previously announced acquisition of Media
Resolutions, Inc., an ASP and website hosting company located in Dallas, Texas.
We paid $330,000 in cash and 500,000 restricted shares of our Common Stock in
exchange for all the outstanding shares of Media Resolutions. The acquisition
will be accounted for using the purchase method of accounting. As such, the
assets and liabilities of Media Resolutions will be recorded at their estimated
fair value and the results of operations will be included in our consolidated
result of operations from the date of acquisition. Media Resolutions has four
employees and generated revenues of approximately $283,000 and net loss of
approximately $9,800 in 2001. We will use Media Resolutions to develop and host
websites and deliver the proprietary software products we intend to acquire as
we further implement our business plan.

Media Resolutions was established in February 1999, and specializes in
application hosting while also providing an array of other products and services
including: HTML and Cold Fusion website development, graphic design, streaming
video and custom scripting. Media Resolutions operates from a co-location site
maintained by Allegiance Telecom, Inc. in Dallas, Texas under a short-term
master service agreement.

Due to the recent nature of the acquisition, it was not practicable to provide
further disclosure under SFAS 141, "Business Combinations."

Acquisition of The Visionary Group, Inc.

On April 8, 2002, we acquired The Visionary Group, Inc., a professional services
firm providing IT consulting services related to Oracle applications software.
Headquartered in Dallas, Texas, The Visionary Group has operations in Dallas and
Austin, Texas. We paid $910,000 in cash and paid approximately $70,000 of
existing debt in exchange for all the outstanding shares of The Visionary Group.
The acquisition will be accounted for using the purchase method of accounting.
As such, the assets and liabilities of The Visionary Group will be recorded at
their estimated fair value and the results of operations will be included in our
consolidated result of operations from the date of acquisition. The Visionary
Group has 14 employees and generated revenues of $3.4 million and break even net
income in 2001. We intend to expand the operations of The Visionary Group
through the introduction of the proprietary software products wet intend to
acquire as we further implement our business plan.

Founded in March 1997, The Visionary Group is an e-Business consulting and
integration services firm that specializes in implementing, customizing,
upgrading and supporting the Oracle suite of business applications. The
Visionary Group provides a full line of application development, system upgrades
and integration of Oracle products. With a strong focus and understanding of
middle market companies and client satisfaction and loyalty, The Visionary Group
is able to provide its clients with a wide range of business solutions, products
and

                                     - 43 -

<PAGE>

services.

Due to the recent nature of the acquisition, it was not practicable to provide
further disclosure under SFAS 141, "Business Combinations."

ITEM 8. CHANGES IN AND DISAGREEMENTS WTH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.

Our former accountants, Arthur Andersen LLP, resigned on June 16, 2000. Arthur
Andersen's report on our financial statements as of and for the fiscal year
ended December 31, 1998, did not contain any adverse opinion or a disclaimer of
opinion, and was not qualified or modified as to uncertainty, audit scope, or
accounting principles. Arthur Andersen's report on our financial statements as
of and for the fiscal year ended December 31, 1999, contained an explanatory
fourth paragraph that expressed substantial doubt about our ability to continue
as a going concern. Our Board of Directors approved the resignation of Arthur
Andersen LLP as our accountants on June 23, 2000. During the fiscal years ended
December 31, 1998 and December 31, 1999, and all subsequent interim periods
through March 31, 2000, there were no reportable events or disagreements with
our former accountants, Arthur Andersen, on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of Arthur Andersen,
would have caused Arthur Andersen to make a reference to the subject matter of
the disagreement in connection with Arthur Andersen's reports.

                                     - 44 -

<PAGE>

                                    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 54, 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. On May 28, 1998 Mr. Beachum filed a
                              voluntary petition under Chapter 7 of the Federal
                              Bankruptcy Code and was discharged in September
                              1998 from certain tax liens arising from business
                              interests during the time from 1991 to 1996 in
                              which he was primarily a private investor. From
                              1988 to 1991, Mr. Beachum was an executive officer
                              of or consultant to personal computer start-up
                              companies such as Wang Microsystems, Northgate
                              Computers, Gateway 2000 and Digital Equipment.
                              From 1985 to 1988, Mr. Beachum was Executive Vice
                              President of Sales and Operations for PC's Limited
                              and its successor Dell Computer Systems. From 1984
                              to 1985, Mr. Beachum was the Vice President and
                              General Manager of the Business Products Division
                              of Tandy Corporation. From 1968 to 1984, Mr.
                              Beachum held a variety of positions with
                              International Business Machines Corporation
                              including his final position as Director of
                              Worldwide Sales and Marketing for the personal
                              computer division of IBM.


J. Keith Benedict             Age 30, a director since August 1999.

                              Mr. Benedict has been Vice President of the
                              general partner of HW Capital, L.P., the
                              investment manager for several affiliated
                              investment funds that are stockholders of Edge,
                              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.L.P. Mr. Benedict
                              received a J.D. degree from the Washington & Lee
                              University School of Law 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. Mr.
                              Wagner has been a Vice President of the general
                              partner of HW Capital, L.P., the investment
                              manager for several affiliated investment funds
                              which are stockholders of Edge, since July 1999.
                              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.

Named Executive Officers

                                     - 45 -

<PAGE>

Below are the names and ages of the named executive officers of Edge Technology
Group, Inc. as of April 12, 2002, and a brief description of their prior
experience and qualifications.

Graham C. Beachum II          Age 54, President and Chief Executive Officer and
                              Director Since January 2001. See the biography of
                              Mr. Beachum under "Your Board of Directors" above.


David N. Pilotte              Age 43, Executive Vice President and Chief
                              Financial Officer since July 2001

                              Mr. Pilotte's business and consulting career spans
                              more than 20 years of successful financial
                              management. From June 1998 until after its sale in
                              November 2000, Mr. Pilotte was Vice President and
                              Corporate Controller of American Pad & Paper
                              Company, a publicly held converter of paper
                              products with revenues approaching $700 million
                              annually. From April 1997 to April 1998 and prior
                              to its sale to National Semiconductor, Mr. Pilotte
                              was Corporate Controller of Cyrix Corporation, a
                              publicly held company designing microprocessors
                              for personal computers. From February 1992 to
                              October 1996 Mr. Pilotte had Treasurer
                              responsibilities for Baldor Electric Company, a
                              publicly held manufacturer of industrial electric
                              motors and drives. In the intervening months
                              between positions listed above, Mr. Pilotte served
                              as an advisor to small and mid-sized businesses
                              effecting financial and operational
                              restructurings, raising private capital and
                              serving as interim CFO.

Significant Employees

Below is an additional significant employee of ours as of April 12, 2002, and a
brief description of his prior experience and qualifications.

Graham C. "Scooter"           Age 32, Vice President and General Manager since
Beachum III                   January 2001

                              Mr. Beachum began his career as the founder of
                              "StreetSmart," a technology product and pricing
                              report that provided competitive intelligence to
                              Dell Computer Corporation, IBM Corporation,
                              Digital Equipment Corporation and other personal
                              computer companies. In 1993 he sold his first
                              entrepreneurial venture and shortly thereafter
                              founded Axtive Software Corporation, with the
                              development of "ART," an embedded customer
                              relationship solution that captures customer
                              registration data and initiates ongoing licensing,
                              marketing and service relationships. The "ART"
                              product line was followed by "e.Monogram," an
                              E-business personalization application suite for
                              business-to-business enterprises. After supporting
                              client organizations such as IBM and Lotus
                              Development, Axtive's technology and development
                              operations were acquired by Remedy Corporation in
                              2000. Mr. Beachum earned a BS in MIS and a BS in
                              Marketing from Southern Methodist University and a

                                     - 46 -

<PAGE>
                              MBA from the McLaren Business School at the
                              University of San Francisco.

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 2001.

ITEM 10. EXECUTIVE COMPENSATION

Summary compensation. The following table provides summary information
concerning compensation paid by us to our Chief Executive Officer and other
named executive officers, if any, who earned more than $100,000 in salary and
bonus for all services rendered in all capacities during the fiscal year ended
December 31, 2001. For a list of our current executive officers, see "ITEM 9
-Named Executive Officers."

<TABLE>
<CAPTION>

                                                                                  Long-term
                                                                                 compensation
                                                            Annual                 awards
                                                         Compensation      -------------------------    All other
                                                     ----------------------  Securities underlying       compen-
     Name and Principal Position(s)          Year           Salary               options (#)             sation

--------------------------------------------------------------------------------------------------------------------
<S>                                          <C>     <C>                   <C>                         <C>
Graham C. Beachum II(1)                      2001           95,833                 1,500,000                -
     President and Chief Executive           2000                -                         -                -
     Officer (Since January 2001)            1999                -                         -                -
</TABLE>

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
officer 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 the named executive officer in 2001.

(1) Mr. Beachum's principal positions are described above under "Your Board of
Directors."


Stock options granted during the year ended December 31, 2001.

The following table provides information regarding the grant of stock options
during fiscal 2001 to the named executive officer.

<TABLE>
<CAPTION>
                                                             Individual Grants
                                             -----------------------------------------------------
                                                         % of total
                                      Number of            options
                                      securities          granted to
                                      underlying          employees      Exercise
                                       options            in fiscal      price per         Expiration
             Name                      granted               year          share              date

------------------------------------------------------------------------------------------------------------
<S>                                  <C>                <C>              <C>            <C>
Graham C. Beachum II                  1,500,000             44%          $   1.50       January 23, 2011
</TABLE>

                                     - 47 -

<PAGE>

Year-end option values.

None of the named executive officers exercised any stock options during the year
ended December 31, 2001. The following table provides information regarding the
number of shares covered by both exercisable and unexercisable stock options as
of December 31, 2001, 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.

<TABLE>
<CAPTION>
                             Number of securities underlying       Value of the unexercised
                              unexercised options at fiscal     in-the-money options at fiscal
                                        year-end                           year-end

                           ----------------------------------------------------------------------
           Name               Exercisable      Unexercisable     Exercisable     Unexercisable

-------------------------------------------------------------------------------------------------
<S>                        <C>                 <C>               <C>             <C>
Graham C. Beachum II            375,000          1,125,000           --               --
</TABLE>

Employment Contracts and Change-in-Control Arrangements

As of April 12, 2002, we had entered into the following employment contracts
with our executive officer(s):

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 our business plan.
The Agreement expires on January 2, 2005, unless terminated earlier. Under the
Agreement, Mr. Beachum is entitled to receive an annual base salary of $100,000
that shall be increased to $240,000 upon the successful conclusion of an equity
offering by Edge 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 Edge'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 our
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.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Beneficial Ownership of Certain Stockholders, Directors and Executive Officers

     The following table sets forth information as of April 12, 2002 with
respect to the beneficial ownership of our Common Stock and our Series A
Convertible Preferred Stock by:

                                     - 48 -

<PAGE>
     *    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 or our Series A
          Convertible Preferred 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 April 12, 2002. 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., 6611
Hillcrest Avenue, Suite 223, Dallas, Texas 75205. We have calculated the
percentages of shares beneficially owned based on 17,385,776 shares of Common
Stock and 4,200 shares of Series A Convertible Preferred Stock outstanding at
April 12 2002.

<TABLE>
<CAPTION>
                                                                                                                       Percentage
                                                                                           Shares of Series A            of All
                                                             Shares of Common Stock     Convertible Preferred Stock      Voting
                 Person or Group                             beneficially owned (1)        beneficially owned (1)     Securities (2)
---------------------------------------------------------   -----------------------     ---------------------------   --------------
                                                              Number       Percent       Number            Percent
                                                            ---------     ---------     --------          ---------
<S>                                                         <C>           <C>           <C>               <C>         <C>
Named Executive Officers and Directors:
Graham C. Beachum II (3).................................     656,250        3.6%          --                --            2.8%
J. Keith Benedict (4)(5).................................        --          --            --                --            --
John Wagner (4)(5).......................................        --          --            --                --            --
All executive officers and directors as a group (4
persons).................................................     731,250        4.0%          --                --            3.1%

Beneficial Owners of 5% or More of Our
 Outstanding Common Stock or our Series A Convertible
 Preferred Stock:
Glacier Capital Limited (4)(5)...........................   1,156,679        6.6%          --                --            5.0%
Summit Capital Limited (4)(5)............................   1,156,679        6.6%          --                --            5.0%
Sandera Partners, L.P. (4)(5)............................   2,380,357       13.7%       2,000                47.6%        22.0%
Global Capital Funding Group, L.P.; Strategic Investment
  Fund Limited (6).......................................          --        --         1,250                29.8%         7.2%
Infinity Investors Limited (7)...........................   7,327,786       42.1%          --                --           31.9%
GCA Strategic Investment Fund Limited (8)................          --        --           750                17.9%         4.3%
</TABLE>
--------------
(1)  Unless otherwise indicated, we believe that all persons named in the table
     have sole voting and investment power with respect to all shares of the
     Common Stock and Series A Convertible Preferred 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 April 12, 2002, 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)  Holders of Common Stock are entitled to one vote per share. Holders of
     Series A Convertible Preferred Stock are entitled to vote on an "as
     converted" basis. Since the "initial conversion price" has been set at
     $0.75 per share, each share of Series A Convertible Preferred Stock is
     considered to be convertible into 1,333.33 shares of Common Stock as of
     April 12, 2002. Therefore, for purposes of calculating the percentage of
     voting power held by any person or entity identified in the chart above,
     the total votes outstanding are equal to 22,985,762, being the result of
     the addition of the total votes attributable to the Common Stock as of
     April 12, 2002 (17,385,776) plus the total votes attributable to the Series
     A Convertible Preferred Stock as of April 12, 2002 (5,599,986).


(3)  Includes options to purchase 656,250 shares of Common Stock which are
     exercisable within 60 days from April 12, 2002.

(4)  J. Keith Benedict and John A. Wagner are representatives of the investment
     manager (or its affiliates) of Glacier Capital Limited, Summit Capital
     Limited and Sandera Partners, L.P.

(5)  Summit Capital Limited, Glacier Capital Limited, and Sandera Partners, 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 January 7, 2002, with respect to the "group" in which these
     entities are

                                     - 49 -

<PAGE>
     included. J. Keith Benedict and John A. 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.

(6)  The address of Global Capital Funding Group, L.P; Strategic Investment Fund
     Limited is 106 Colony Park Drive, Suite 900 Cummings, GA 30040.

(7)  The address of for Infinity Investors Limited is Hunkins Waterfront Plaza,
     Main Street, P.O. Box 556, Charlestown, Nevis, West Indies.

(8)  The address of GCA Strategic Investment Fund Limited is c/o Prince
     Management Limited Mechanics Building 12 Church Street Hamilton Bermuda,
     HMII.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Financings

Infinity Financing and Conversion

On June 13, 1997, we arranged a three-year $7.5 million debt and convertible
equity facility (the "Infinity Financing") with a group of investment funds led
by Infinity, a related party, which resulted in net proceeds to us 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,
we issued to the investment funds 1,039,388 shares of our 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 our 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 to us 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. We 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, we recognized Infinity'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 as a result of
such conversion. See "Item 3. - Legal Proceedings - Proceedings with
Stockholders."

As part of the reorganization of Edge effective September 1, 2000, Infinity,
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 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. As a result of these actions, as of September 2000, ,
Edge had no shares of preferred stock outstanding and no

                                     - 50 -

<PAGE>

outstanding convertible notes and was no longer in default under the documents
governing the convertible notes and the Series A-2 Convertible Preferred Stock.
In connection with these actions, we recognized a conversion loss and a
provision for preferred stock dividends on the conversion of debt and preferred
stock of $4,796,403 in 2000.

In December 2001, we learned that $91,095 in preferred dividends and interest
were not paid in the September 2000 corporate reorganization. As a result,
91,095 common shares of Edge were issued, as of December 31, 2001, to Infinity,
Glacier Capital Limited and Summit Capital Limited on the original terms of one
share of Common Stock for each $1.00 of principal and interest converted in
satisfaction of the obligation.

Infinity Option

On May 31, 2001, we sold to Infinity an option in return for the payment of $1.0
million payable in five payments of $200,000 each commencing on May 31, 2001
("Infinity Option"). Pursuant to the Infinity Option, Infinity could elect on
May 31, 2002, to exercise its option by assigning its interest in a note
receivable of $10.0 million in exchange for 3,333,333 shares of Edge Common
Stock. We received $600,000 during 2001 which was recorded as paid in capital.

In March 2002, Infinity and Edge mutually agreed to terminate the option.

2000 Infinity Loans

During 2000, Infinity, a related party, made certain loans to us 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 became entitled to the repayment of these
loans. The loan agreement was renegotiated in April 2001 and again in January
2002 to extend the due date to March 31, 2002. As of December 31, 2001, there
was $219,000 in principal outstanding.

Upon maturity, as of April 1, 2002, Infinity elected to convert the outstanding
principal and interest totaling $258,464 into $.01 par value Common Stock at
$.65 per share resulting in 397,637 shares issued by us. We claimed an exemption
for this issuance under section 4(2) of the Securities Act of 1933.

PurchasePooling Investment

In September 2000, we issued 2,644,841 shares of Edge Common Stock to
PurchasePooling Investment Fund in return for 9,593,824 shares of Series A
Convertible Preferred Stock of PurchasePooling Solutions, Inc.
("PurchasePooling"). In December 2000, we invested an additional $620,000 in
PurchasePooling in return for 2,214,285 shares of its Series C Convertible
Preferred Stock. As a result, at December 31, 2000, we had an approximately 18%
ownership interest in PurchasePooling, a start up Web-based demand aggregator
working toward enabling government and educational entities to save
significantly on large-ticket capital items by combining their purchasing power
nationwide and globally. We are accounting for this investment under the cost
method of accounting. Our President and CEO is also the interim CEO of
PurchasePooling. In 2000, we entered into an agreement to acquire from Odyssey
Ventures Online S.A. 975,000 shares of Series A Convertible Preferred Stock of
PurchasePooling in exchange for 268,808 shares of Edge Common Stock. In April
2001, the agreement was finalized and the shares of Common Stock were issued.

Based on valuation obtained on PurchasePooling in July 2001, we determined that
the investment was impaired. Accordingly, we recorded an impairment charge of $
2,495,954 that is included in "Impairment of Assets" in the Statement of
Operations.

In October 2001, we participated to the amount of $400,000 in a syndicated loan
to PurchasePooling in the amount of $1,600,000. The loan, structured as
Convertible Note with Warrants, bears interest at 15% per

                                      -51-

<PAGE>

annum, and if not converted earlier, matures in October 2003. Because
PurchasePooling is in its development stage and is not generating any cash
flows, we have no expectation for repayment of the loan. As such, we considered
the investment to be an equity investment and we carried the loan as a part of
our Investment - Related Party in the Balance Sheet. We did not accrue interest
on the note.

Based upon the ongoing evaluation of our investment in PurchasePooling, we
determined in April 2002, that our investment was not recoverable. As a result,
we wrote off the balance of our investment in PurchasePooling as of December 31,
2001. The write off for the year 2001 was $5,175,954 and such amount is included
in Impairment Charges in the Statement of Operations.

Management Fee

We have entered into a management agreement with PurchasePooling in which
PurchasePooling pays us a management fee of $20,000 per month in return for the
services provided by our President and other employees of ours. We collected
$240,000 and $20,000 in management fees from PurchasePooling during 2001 and
2000 respectively. Such amounts are reflected as a reduction in "General and
Administrative" expenses in the Statements of Operations.

Catalyst Loan

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

The Catalyst Loan was convertible at the option of the holder into Edge Common
Stock at a conversion price of $1.50 per share. The Catalyst Loan was also
secured by a pledge of substantially all of our assets. Effective April 16,
2001, we 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, we could draw down amounts
under the loan agreement as we have a need for funds, subject to our being in
compliance with the covenants contained in that loan agreement. The amended loan
agreement bears interest at eight percent (8%) per annum and was 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
was secured by a pledge of substantially all of our assets. On December 31, 2000
and 2001, the principal balance outstanding on the Catalyst Loan was $620,000
and $1,420,000, respectively.

On December 28, 2001, Catalyst Master Fund, L. P. assigned the Catalyst Loan,
and its rights thereunder, to Sandera Partners, L. P. ("Sandera") as part of a
redemption of Sandera's limited partnership interest in Catalyst. Certain of our
directors are officers of an entity that manages Sandera.

Subsequent to December 31, 2001, as part of the April 2002 Series A Convertible
Preferred Stock financing described below, Sandera converted all outstanding
principal and interest due on the loan (total of $1,530,124) and contributed an
additional amount of approximately $470,000 in cash in exchange for 2,000 shares
of Series A Convertible Preferred Stock.

Affiliate Relationships of Financing Transactions

J. Keith Benedict and John A. Wagner are representatives of the investment
manager (or its affiliates) of H.W. Capital L.P. In addition, Graham C. Beachum
II is interim Chief Executive Officer of PurchasePooling.

                                      -52-

<PAGE>

Employment Relationships

We have entered into employment agreements with Mr. Graham C. Beachum II and Mr.
Graham C. "Scooter" Beachum III as described above.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a) The following Exhibits are filed as part of this Report as required by Item
601 of Regulation S-B.

EXHIBIT
NUMBER    DESCRIPTION
-------   -----------
3.1    Certificate of Incorporation of Edge, as amended (Incorporated by
       reference to Exhibit 3.1 to Amendment No. 2 to the Registrant's
       Registration Statement on Form SB-2 (Registration No. 333-5193) effective
       July 24, 1996)

3.2    Amended and Restated By-Laws of Edge (Incorporated by reference to
       Exhibit 3.2 to Amendment No. 1 to the Registrant's Registration Statement
       on Form SB-2 (Registration No. 333-5193) effective July 24, 1996)

4.1    Form of Specimen Common Stock Certificate (Incorporated by reference to
       Exhibit 4.1 to Amendment No. 1 to the Registrant's Registration Statement
       on Form SB-2 (Registration No. 333-5193) effective July 24, 1996)

4.2    Form of Specimen Redeemable Warrant Certificate (Incorporated by
       reference to Exhibit 4.2 to Amendment No. 1 to the Registrant's
       Registration Statement on Form SB-2 (Registration No. 333-5193) effective
       July 24, 1996)

4.3    Form of Warrant Agreement between Edge and Whale Securities Co., L.P.
       (Incorporated by reference to Exhibit 4.2 to the Registrant's
       Registration Statement on Form SB-2 (Registration No. 333-5193) effective
       July 24, 1996)

4.4    Form of Warrant among American Stock Transfer & Trust Company, Edge and
       Whale Securities Co., L.P. (Incorporated by reference to Exhibit 4.3 to
       the Registrant's Registration Statement on Form SB-2 (Registration No.
       333-5193) effective July 24, 1996)

4.7    Form of Convertible Note issued to investors in the Infinity Bridge
       Financing (Incorporated by reference to Exhibit 99.5 to the Registrant's
       Current Report on Form 8-K filed June 23, 1997)

4.8    Form of Common Stock Purchase Warrant issued to Vision Financial Group,
       Inc. (Incorporated by reference to Exhibit 4.8 to the Registrant's
       Quarterly Report on Form 10-QSB filed November 14, 1997)

4.9    Form of Subscription and Securities Purchase Agreement dated April 1,
       2002, between Edge Technology Group, Inc. and Purchasers as named
       therein. (filed herewith)

4.10   Certificate of Designation, Preference and Rights of Series A Convertible
       Preferred Stock of Edge Technology Group, Inc. dated April 1, 2002.
       (filed herewith)

4.11   Form of Common Stock Purchase Warrant dated April 1, 2002, issued to
       lpurchasers of Series A Convertible Preferred Stock. (filed herewith)

                                      -53-

<PAGE>

4.12   Registration Rights Agreement dated April 1, 2002 pertaining to Series A
       Convertible Preferred Stock (filed herewith)

4.13   Letter Agreement dated April 1, 2002 pertaining to conversion of Infinity
       Note into shares of Common Stock (filed herewith).

10.1   License Agreement, dated March 1, 1995, between Great White Shark
       Enterprises, Inc. and Edge, as supplemented (Incorporated by reference to
       Exhibit 10.1 to the Registrant's Registration Statement on Form SB-2
       (Registration No. 333-5193) effective July 24, 1996)

10.2   Amendment to License Agreement, dated as of June 3, 1997, by and among
       Edge, Greg Norman and Great White Shark Enterprises, Inc. (Incorporated
       by reference to Exhibit 99.1 to the Registrant's Current Report on Form
       8-K/A filed June 27, 1997)

10.3   Amendment to License Agreement, dated as of January 1, 2000, by and among
       Edge, Greg Norman and Great White Shark Enterprises, Inc. (Previously
       filed on April 14, 2000 with Registrant's Report on Form 10-K for fiscal
       year ended December 31, 1999)

*10.4  Employment Agreement, dated as of May 1, 1996, between Thomas S. Peters
       and Edge, as amended (Incorporated by reference to Exhibit 10.5 to the
       Registrant's Registration Statement on Form SB-2 Registration No.
       333-5193) effective July 24, 1996)

*10.5  Amended and Restated 1996 Stock Option Plan (Incorporated by reference to
       our 1996 definitive Proxy Statement filed on April 7, 1997)

10.6   Lease Agreement by and between Fairfax Boca 92, L.P., a Georgia limited
       partnership, and Visual Edge Systems, Inc. for offices located at 901
       Yamato Road, Boca Raton, Florida (Previously filed on April 14, 2000 with
       Registrant's Report on Form 10-K for fiscal year ended December 31, 1999)

10.7   Assignment, dated April 19, 1996 from Thomas S. Peters to Visual Edge
       (Incorporated by reference to Exhibit 10.11 to the Registrant's
       Registration Statement on Form SB-2 (Registration No. 333-5193) effective
       July 24, 1996)

10.8   Share and Warrant Purchase Agreement, dated as of February 27, 1997,
       between Edge and Status-One Investments Inc. (Incorporated by reference
       to Exhibit 10.11 to the Registrant's Registration Statement on Form SB-2
       (Registration No. 333-24675) filed April 7, 1997)

10.10  Registration Rights Agreement, dated as of June 13, 1997, among Edge and
       the Funds (Incorporated by reference to Exhibit 99.2 to the Registrant's
       Current Report on Form 8-K filed June 23, 1997)

10.12  Purchase Agreement, dated as of March 27, 1998, among Edge and Marion
       Interglobal, Ltd. (Incorporated by reference to Exhibit 10.16 to the
       Registrant's Annual Report on Form 10-K for the fiscal year ended
       December 31, 1997)

10.13  Registration Rights Agreement, dated as of March 27, 1998, among Edge and
       Marion Interglobal, Ltd. (Incorporated by reference to Exhibit 10.17 to
       the Registrant's Annual Report on Form 10-K for the fiscal year ended
       December 31, 1997)

10.18  Form of Warrant Certificate. (Incorporated by reference to Exhibit 99.3
       to the Registrant's Current Report on Form 8-K filed February 9, 1998)

                                      -54-

<PAGE>

 10.19 Amendment, dated as of December 31, 1998, to License Agreement dated
       as of March 1, 1995, by and between Greg Norman and Great White Shark
       Enterprises, Inc. and Edge, as amended on April 19, 1996, October 18,
       1996 and June 3, 1997 (Incorporated by reference to Exhibit 10.19 to
       the Registrant's Annual Report on Form 10-KSB for the fiscal year
       ended December 31, 1998)

10.21  Sublease Agreement, dated as of September 29, 1999, by and between Edge
       and Sensormatic Electronics Corporation (Previously filed on April 14,
       2000 with Registrant's Report on Form 10-K for fiscal year ended
       December 31, 1999)

10.22  Note and Security Agreement dated as of December 14, 2000 between Edge
       and Catalyst Master Fund, L.P. (Previously filed on April 17, 2001, with
       the Registrant's Report of Form 10-KSB for the year ended December 31,
       2000.)

10.23  Agreement and Plan of Merger Among Edge Technology Group, Inc., Visionary
       Acquisition Corp., The Visionary Group, Inc. and The Visionary Group
       Shareholders dated April 8, 2002. (filed herewith)

10.24  Agreement and Plan of Merger Among Edge Technology Group, Inc., Media
       Resolutions Acquisition Corp., Media Resolutions, Incorporated and Media
       Resolutions Shareholders dated April 11, 2002. (filed herewith)

16.1   Letter, dated November 14, 1997, from KPMG Peat Marwick LLP to the
       Securities and Exchange (Incorporated by reference to Exhibit 1 to the
       Registrant's Current Report on Form 8-K/A filed November 19, 1997)

24.1   Power of Attorney (included with the signature page hereof)

*Indicates management contract or compensatory plan or arrangement.

(b) Reports on Form 8-K

On October 6, 2000 we filed a report on Form 8-K disclosing under Item 2 that on
September 22, 2000, Edge completed the investment transaction with Hencie.

On September 24, 2001, we filed a report on Form 8-K disclosing under Item 2
that on September 10, 2001, Edge had closed the previously announced sale of
assets related to our One-on-One business to Visual Edge, Inc. under an Asset
Purchase and Assignment and Assumption Agreement dated as of July 24, 2001.

<PAGE>

                                   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
(Principal Executive Officer)
April 16, 2002


/s/ David N. Pilotte
--------------------
David N. Pilotte
Executive Vice President and
Chief Financial Officer, Secretary
(Principal Financial and Accounting Officer)
April 16, 2002



                                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.

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,        April 16, 2002
------------------------        President and Director
                                (Principal Executive Officer)

/s/ J. Keith Benedict           Director                        April 16, 2002
---------------------


/s/ John A. Wagner              Director                        April 16, 2002
------------------

<PAGE>
                                  EXHIBIT INDEX

EXHIBIT
NUMBER    DESCRIPTION
------    -----------

3.1  Certificate of Incorporation of Edge, as amended (Incorporated by reference
to Exhibit 3.1 to Amendment No. 2 to the Registrant's Registration Statement on
Form SB-2 (Registration No. 333-5193) effective July 24, 1996)

3.2  Amended and Restated By-Laws of Edge (Incorporated by reference to Exhibit
3.2 to Amendment No. 1 to the Registrant's Registration Statement on Form SB-2
(Registration No. 333-5193) effective July 24, 1996)

4.1  Form of Specimen Common Stock Certificate (Incorporated by reference to
Exhibit 4.1 to Amendment No. 1 to the Registrant's Registration Statement on
Form SB-2 (Registration No. 333-5193) effective July 24, 1996)

4.2  Form of Specimen Redeemable Warrant Certificate (Incorporated by reference
to Exhibit 4.2 to Amendment No. 1 to the Registrant's Registration Statement on
Form SB-2 (Registration No. 333-5193) effective July 24, 1996)

4.3  Form of Warrant Agreement between Edge and Whale Securities Co., L.P.
(Incorporated by reference to Exhibit 4.2 to the Registrant's Registration
Statement on Form SB-2 (Registration No. 333-5193) effective July 24, 1996)

4.4  Form of Warrant among American Stock Transfer & Trust Company, Edge and
Whale Securities Co., L.P. (Incorporated by reference to Exhibit 4.3 to the
Registrant's Registration Statement on Form SB-2 (Registration No. 333-5193)
effective July 24, 1996)

4.7  Form of Convertible Note issued to investors in the Infinity Bridge
Financing (Incorporated by reference to Exhibit 99.5 to the Registrant's Current
Report on Form 8-K filed June 23, 1997)

4.8  Form of Common Stock Purchase Warrant issued to Vision Financial Group,
Inc. (Incorporated by reference to Exhibit 4.8 to the Registrant's Quarterly
Report on Form 10-QSB filed November 14, 1997)

4.9  Form of Subscription and Securities Purchase Agreement dated April 1, 2002,
between Edge Technology Group, Inc. and Purchasers as named therein. (filed
herewith)

4.10 Certificate of Designation, Preference and Rights of Series A Convertible
Preferred Stock of Edge Technology Group, Inc. dated April 1, 2002. (filed
herewith)

4.11 Form of Common Stock Purchase Warrant dated April 1, 2002, issued to
purchasers of Series A Convertible Preferred Stock. (filed herewith)

4.12 Registration Rights Agreement dated April 1, 2002 pertaining to Series A
Convertible Preferred Stock (filed herewith)

4.13 Letter Agreement dated April 1, 2002 pertaining to conversion of Infinity
Note into shares of Common Stock (filed herewith).

                                     - 57 -

<PAGE>

10.1 License Agreement, dated March 1, 1995, between Great White Shark
Enterprises, Inc. and Edge, as supplemented (Incorporated by reference to
Exhibit 10.1 to the Registrant's Registration Statement on Form SB-2
(Registration No. 333-5193) effective July 24, 1996)

10.2 Amendment to License Agreement, dated as of June 3, 1997, by and among
Edge, Greg Norman and Great White Shark Enterprises, Inc. (Incorporated by
reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K/A filed
June 27, 1997)

10.3 Amendment to License Agreement, dated as of January 1, 2000, by and among
Edge, Greg Norman and Great White Shark Enterprises, Inc. (Previously filed on
April 14, 2000 with Registrant's Report on Form 10-K for fiscal year ended
December 31, 1999)

*10.4 Employment Agreement, dated as of May 1, 1996, between Thomas S. Peters
and Edge, as amended (Incorporated by reference to Exhibit 10.5 to the
Registrant's Registration Statement on Form SB-2 (Registration No. 333-5193)
effective July 24, 1996)

*10.5 Amended and Restated 1996 Stock Option Plan (Incorporated by reference to
our 1996 definitive Proxy Statement filed on April 7, 1997)

10.6 Lease Agreement by and between Fairfax Boca 92, L.P., a Georgia limited
partnership, and Visual Edge Systems, Inc. for offices located at 901 Yamato
Road, Boca Raton, Florida (Previously filed on April 14, 2000 with Registrant's
Report on Form 10-K for fiscal year ended December 31, 1999)

10.7 Assignment, dated April 19, 1996 from Thomas S. Peters to Visual Edge
(Incorporated by reference to Exhibit 10.11 to the Registrant's Registration
Statement on Form SB-2 (Registration No. 333-5193) effective July 24, 1996)

10.8 Share and Warrant Purchase Agreement, dated as of February 27, 1997,
between Edge and Status-One Investments Inc. (Incorporated by reference to
Exhibit 10.11 to the Registrant's Registration Statement on Form SB-2
(Registration No. 333-24675) filed April 7, 1997)

10.12 Purchase Agreement, dated as of March 27, 1998, among Edge and Marion
Interglobal, Ltd. (Incorporated by reference to Exhibit 10.16 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31,
1997)

10.13 Registration Rights Agreement, dated as of March 27, 1998, among Edge and
Marion Interglobal, Ltd. (Incorporated by reference to Exhibit 10.17 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31,
1997)

10.18 Form of Warrant Certificate. (Incorporated by reference to Exhibit 99.3 to
the Registrant's Current Report on Form 8-K filed February 9, 1998)

10.19 Amendment, dated as of December 31, 1998, to License Agreement dated as of
March 1, 1995, by and between Greg Norman and Great White Shark Enterprises,
Inc. and Edge, as amended on April 19, 1996, October 18, 1996 and June 3, 1997
(Incorporated by reference to Exhibit 10.19 to the Registrant's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1998)

10.21 Sublease Agreement, dated as of September 29, 1999, by and between Edge
and Sensormatic Electronics Corporation (Previously filed on April 14, 2000 with
Registrant's Report on Form 10-K for fiscal year ended December 31, 1999)

                                     - 58 -

<PAGE>

10.22 Note and Security Agreement dated as of December 14, 2000 between Edge and
Catalyst Master Fund, L.P. (Previously filed on April 17, 2001, with the
Registrant's Report of Form 10-KSB for the year ended December 31, 2000.)

10.23 Agreement and Plan of Merger Among Edge Technology Group, Inc., Visionary
Acquisition Corp., The Visionary Group, Inc. and The Visionary Group
Shareholders dated April 8, 2002. (filed herewith)

10.24 Agreement and Plan of Merger Among Edge Technology Group, Inc., Media
Resolutions Acquisition Corp., Media Resolutions, Incorporated and Media
Resolutions Shareholders dated April 11, 2002. (filed herewith)


16.1 Letter, dated November 14, 1997, from KPMG Peat Marwick LLP to the
Securities and Exchange (Incorporated by reference to Exhibit 1 to the
Registrant's Current Report on Form 8-K/A filed November 19, 1997)

24.1 Power of Attorney (included with the signature page hereof)


* Indicates management contract or compensatory plan or arrangement

                                     - 59 -