UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                  FORM 10-QSB/A


         (MARK ONE)
[   ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
         SECURITIES EXCHANGE ACT OF 1934

         For the quarterly period ended September 30, 1998 or


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

         For the transition period from July 1, 1998 to September 30, 1998
                              

                        Commission file number 000-21659


                                   EDnet, INC.

        (Exact name of small business issuer as specified in its charter)


           Colorado                                     84-1273795
--------------------------------                    ------------------
State or other jurisdiction                          (I.R.S. Employer
of incorporation or organization)                   Identification No.)


One Union Street, San Francisco, California                  94111
-------------------------------------------                ---------
   Address of principal executive offices                  (Zip Code)


Issuer's telephone number, including area code          (415) 274-8800
                                                                            


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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 ( ).

Number of shares outstanding of the issuer's common stock as of
September 30, 1998:   16,761,836

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

<PAGE>
Part I.  FINANCIAL INFORMATION
                                   EDnet, Inc.
                           CONSOLIDATED BALANCE SHEETS
                   As of September 30, 1998 and June 30, 1998

                                     ASSETS          9/30/98           6/30/98
                                                    (Audited)       ( Audited )
                                                   -----------     ----------- 
CURRENT ASSETS
  Cash                                            $     88,470    $     32,911
  Accounts Receivable, net of allowance for
   doubtful accounts of $8,500 and $17,502 in
   September 30, 1998 and June 30, 1998                574,800         471,341
  Account and interest receiveabl - related party       33,008               -
  Inventories                                          122,986          87,157
  Prepaid expenses                                       4,601          58,823
  Other Current Assets                                     826          16,665
                                                   -----------     ----------- 
   TOTAL CURRENT ASSETS                                824,691         666,897

PROPERTY AND EQUIPMENT, NET                            380,416         391,481

OTHER ASSETS                                             6,455          13,711
                                                   -----------     ----------- 
   TOTAL ASSETS                                   $  1,211,562    $  1,072,089
                                                   ===========     ===========

                      LIABILTIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable                                $    303,628    $    388,325
  Accrued expenses                                     239,476         294,980
  Deferred revenue                                      33,421          21,286
  Line of credit                                         8,214           8,872
  Notes payable - related party                        240,500          40,500
  Current portion of capital lease obligations          17,147           9,288
                                                   -----------     ----------- 
TOTAL CURRENT LIABILITIES                              842,386         763,251

Capital Lease obligations                               15,058          11,470
                                                   -----------     -----------
TOTAL LIABILITIES                                      857,444         774,721

STOCKHOLDERS' EQUITY
  Common stock; par value $0.001 per share
  Authorized 50,000,000 shares, 16,761,836 issued
  and outstanding as of September 30, 1998
  and June 30,1998 respectively                         16,761          16,761

  Capital paid in excess of par value of
  common stock                                       6,755,443       6,755,443
  Secured note receivable                             (283,746)       (283,746)
  Accumulated Deficit                               (6,134,340)     (6,191,090)
                                                   -----------     ----------- 
TOTAL STOCKHOLDERS' EQUITY                             354,118         297,368

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $  1,211,562    $  1,072,089
                                                   ===========     ===========
              The accompanying notes are an integral part of these
                       consolidated financial statements.
<PAGE>
                                   EDnet, Inc.
                        CONSOLIDATED STATEMENTS OF INCOME
                  For the Three ended September 30, 1998 & 1997

                                                      Three Months
                                                   Ended September 30
                                                   1998        1997
                                                ---------    --------
                                                (Audited)  (Unaudited)
                                                ---------    --------
Revenues:
  Equipment sales                              $  283,573   $ 137,720
  Installation and monthly fees                   153,423     152,508
  Web design and consulting                       255,850     191,817
  Usage and hosting fees                          431,632     396,571
  Other fees                                       22,550      24,755
                                                ---------    --------
                                                1,147,028     903,371

Cost of sales                                     680,078     553,101
                                                ---------    --------

  Gross Profit                                    466,950     350,270

Sales and Marketing expenses                      129,052     172,638
General and Administrative expenses               281,990     722,356
                                                ---------    --------
  Income (loss) before other income (expenses)
   and provision for income taxes                  55,908    (544,724)
                                                ---------    --------
Other income (expense):
  Interest income (expense)                           842      (4,524)
  Other income (expense)                                -           -
                                                ---------    --------

  Total other income (expense), net                   842      (4,524)
                                                ---------    --------

  Income (loss) before provision
   for income taxes                                56,750    (549,248)

Income taxes                                            -           -
                                                ---------    --------

  Net income (loss)                            $   56,750   $(549,248)
                                                =========    ========

Basic income (loss) per share :
  Income (loss) before extraordinary item             Nil   $   (0.08)
  Net income (loss)                                   Nil   $   (0.08)
Diluted income (loss) per share:
  Income (loss) before extraordinary item             Nil   $   (0.08)
  Net income (loss)                                   Nil   $   (0.08)


              The accompanying notes are an integral part of these
                       consolidated financial statements.
<PAGE>

                                   EDnet, Inc.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              for the Three Month ended September 30, 1998 and 1997

                                                9/30/98      9/30/97
                                               (Audited)  (Unaudited)
                                               --------     --------
Cash flows from operating activities:

  Net income (loss)                           $  56,750    $(549,258)

  Adjustments to reconcile net loss to
  cash used in operating activities:                                

   Depreciation and amortization                 52,888       52,672
   Noncash compensation expenses                      -      400,000
   Decrease (increase) in other
     current assets                              77,317       (9,011)
   Decrease (increase) in accounts receivable  (179,608)     (29,328)
   Decrease (increase) in inventory             (35,829)      (9,607)
   Increase (decrease) in accounts payable
     and accrued expenses                       (84,697)       2,467
   Increase (decrease) in deferred revenue            -       27,252
                                               --------     --------

     Net cash used in operating activities     (113,179)    (114,813)
                                               --------     --------

Cash flows from investing activities:

  Purchase of property and equipment            (25,849)      (5,065)
                                               --------     --------
     Net cash used in investing activities      (25,849)      (5,065)
                                               --------     --------
Cash flows from financing activities:

  Change in line of credit                         (886)     (31,719)
  Proceeds from borrowings                      200,000      131,755
  Repayments on capital leases                   (4,527)     (10,049)
                                               --------     --------
     Net cash provided by financing
      activities                                194,587       89,987
                                               --------     --------

       Net increase (decrease) in cash           55,559      (29,891)
                                               ========     ========

Cash at beginning of period                      32,911       31,067
                                               --------     --------

Cash at end of period                         $  88,470    $   1,176
                                               ========     ========

              The accompanying notes are an integral part of these
                       consolidated financial statements.
<PAGE>

                                   EDNET, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   Basis of Presentation

     In the opinion of management,  the audited consolidated condensed financial
     statements  included  herein have been prepared on a consistent  basis with
     the  June  30,  1997  and June  30,  1998  audited  consolidated  financial
     statements  and  include all  material  adjustments,  consisting  of normal
     recurring  adjustments,  necessary to fairly  present the  information  set
     forth therein. As reported in the audited financial  statements of June 30,
     1998, the Company was burdened by substantial credit restrictions from many
     of its major suppliers,  and the Company also faced substantial outstanding
     debts to financial  consultants and investors.  However,  with the proceeds
     received from the VDC  transaction at the end of fiscal year ended June 30,
     1998, the Company paid off or restructured its past due accounts  payables,
     notes payables and liens and thereby corrected many of these problems.  The
     majority  of  the   Company's   suppliers   have  now  eased  their  credit
     restrictions and are allowing the Company to resume purchasing equipment on
     credit.   Similarly,  the  Company  has  settled  all  of  the  substantial
     outstanding  claims of third  parties  based on services  performed for the
     Company  and based on various  promissory  notes  previously  issued by the
     Company.  As a result of the restructuring,  the Company has greater access
     to vendors and is able to negotiate  better  terms.  These  advantages  are
     expected to contribute  to enhanced  profitability  and increased  revenues
     during the next fiscal year.

2.   Consolidation

     The consolidated  financial  statements include the accounts of the Company
     and its wholly owned subsidiaries Entertainment Digital Network, Inc. (EDN)
     and  Internet   Worldwide   Business   Solutions,   Inc.  (IBS).   Material
     inter-company transactions and balances have been eliminated.

3.   Gain (Loss) per Share

     Basic  earnings (loss) per share is computed  using  the  weighted  average
     number of shares of common stock outstanding during  the  periods.  Diluted
     earnings  per  share  is  computed  using the  weighted  average  number of
     common  shares and common share  equivalents  outstanding  during the year.
     The computation of net income (loss) per share was as follows:



                                           Income
                                           (Loss)       Shares     Per Share
                                        (Numerator)  (Denominator)   Amount
                                         ----------    ----------    ------     
     Three months ended September 30, 1998:
       
        Basic earnings per share         $   56,750    16,761,836     Nil
        Effect of dilutive stock
          options and warrants                    -     5,344,156
                                         ----------    ----------    ------
        Diluted earnings per share       $   56,750    22,105,992     Nil
                                         ==========    ==========    ======
<PAGE>

     At September 30, 1998  options and warrants,  for the purchase of 1,391,643
     common shares at prices ranging from  $.375 to $2.50  per share,  for which
     the  exercise  price  was  greater  than the average market price of common
     shares were not included in the computation of diluted earnings per share.

     Loss per share  as  of September 30,  1997  has  been  computed  using  the
     weighted  average  number of common shares  outstanding totaling  6,670,226
     shares.  Due to the Company's loss position in September  30, 1997,  common
     equivalent shares have been excluded because they are anti-dilutive.


4.   Research and Development

     The Company  incurred no research and development  expense during the three
     months ended September 30, 1998.


5.   Consulting Agreements

     On July 1, 1998, the Company entered into a Consulting  Agreement with B.K.
     Service  International  Business  Consultancy "BKS",  pursuant to which BKS
     agreed to serve the Company in  advising,  investor  relation,  SEC filing,
     managing  and  directing  all  corporate  governance  activities,  and cash
     management. The Company agreed to compensate BKS in an amount of $6,000 per
     month. The agreements will expire on June 30, 1999.


6.   Sales Tax Payable

     An accrual of sales and use tax liability in the amount of $30,000 recorded
     on the financial  statements  for the year ended in June 30, 1998 and 1997.
     The  State  Board of  Equalization  completed  an  audit  of the  Company's
     liability  for the period from July 1, 1994 through June 30, 1997. No sales
     and use tax  liability  was due for the period and the accrual was reversed
     at September 22, 1998.


7.   Notes Payable

     On August 4, 1998, a Promissory Note ("Note") in the amount of $200,000 was
     executed  between the Company  and Eric Jacobs  ("Jacobs")  a member of the
     Company's  and  VDC's  Board of  Directors.  The  Company  transferred  the
     principal  to a Equipment  Purchase  Repo Account  ("Account")  an interest
     bearing account. This Account was restricted to use solely for the purchase
     of equipment to fulfill existing  customer orders.  The principal amount of
     $200,000  has been  utilized in full for the  purchase of  equipment  as of
     October 30,  1998.  The  interest  will be at the rate of twelve  (12%) per
     annum,  with the principal  balance and all accrued  interest being due and
     payable  on August 3, 1999.  Interest  payments  are to be paid  quarterly.
     After  ninety  (90) days from date of  execution  of the Note,  at  Jacob's
     discretion,  Jacob may review principal amount  outstanding,  and upon five
     (5) days written notice such amount shall be reduced if deemed appropriate.

<PAGE>


     Notes payable-related party consist of the following

                                                     September 30,    June 30,
                                                         1998          1998
                                                      -----------    --------
     Note  payable to Eric  Jacobs,  a director of
     VDC, with  original  principal of $200,000 at
     12%  interest.   The  principal  balance  and
     accrued  interest  is due on August 3,  1999.
     Accrued  interest payable as of September 30,
     1998 is $3,814.                                     $200,000           -
                
     Notes  payable to an officer  and  employees,
     interest  at 6% per annum,  uncollateralized.
     Accrued  interest payable as of September 30,
     1998 is $15,127.  The notes are  subordinated
     to  the  $250,000  credit  line  credit  line
     discussed  below for a period of six  months.
     Notes are due on demand thereafter.                 $ 40,500     $40,500
                                                      -----------    --------
                                                          

                  Total notes payable-related party      $240,500     $40,500
                                                      ===========    ========


8.   Secured Note Receivable - Related Party

     A note receivable,  at the face value of $283,746,  due from VDC is part of
     the  payment  resulting  from VDC's  purchase  of  8,563,419  shares of the
     Company's  common stock.  The note is secured by the acquired  common stock
     and a second  mortgage.  Principal  payment of $56,749 plus interest is due
     annually commencing July 1, 1999 until July 1, 2003; the note bears a fixed
     interest rate of 7% per annum.

     At  September  30,  1998 VDC owed the Company  $27,403 for the  purchase of
     equipment and $5,605 of accrued interest on the note receivable.

<PAGE>


9.   Subsequent Events

     Resignations and New Appointment in Board Member:

     On October  29,  1998 David  Goodman  resigned  as a member of the Board of
     Directors  of EDnet,  Inc. and was  replaced by Eric Jacobs  ("Jacobs")  on
     October 30, 1998.  Jacobs is presently a member of the Board of Visual Data
     Corporation  and Vice President and General Manager of Visual Data's wholly
     owned subsidiary, ResortView Corporation.

     Sales of Subsidiary

     On December 4, 1998, the Company entered into a binding  letter  of  intent
     for the sale of asset of its subsidiary,  IBS.   The buyer paid the Company
     cash consideration of 1 million dollars on December 18, 1998,  the  closing
     date of the transaction,  and  assumed  certain  outstanding liabilities of
     IBS.

     Lines of Credit

     During the past 30 days,  the Company  has been  negotiating  with  various
     lending  institutions  to establish a Line of Credit.  As of this date,  no
     agreement has been reached.








<PAGE>


                                   EDNET, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Results of Operations

For the three months ended  September  30, 1998,  the  Company's  revenues  were
$1,147,045,  an  increase  of  21%  compared  to  revenues  of  $903,371  in the
comparable period last year. Increases in revenue are primarily due to increases
in the sales of equipment (51%) and web development (25%) sales.

Gross Profit  increased  to $466,505 or 41% of sales,  in the three months ended
September  30, 1998  compared to  $350,270  or 39% of sales,  in the  equivalent
period  last  year.  Increase  in  gross  profit  as a  percentage  of  sales is
attributable to growth in the higher profit margin sales,  network usage and web
site development. In addition, a new contract with MCI was executed in February,
1998,  becoming  effective with our usage billing between March 15 and April 15,
1998, which has resulted in lower costs for our ISDN usage.

Operating expenses  (including Sales & Marketing,  and General & Administrative)
decreased to $438,034 in the three months ended  September  30, 1998 compared to
$894,994  in the  equivalent  period  last year.  The  Company did not incur any
non-cash  compensation expense during the three months ended September 30, 1998.
Operating  expenses for the three months ended September 30, 1997,  includes the
amortization  of $400,000 for the S-8 shares that were issued for the consulting
agreement with Charles  Clark.  Compared to the current  period,  after removing
this  non-recurring  expense of $400,000,  the  operating  expense for the prior
period would be $494,994,  resulting in a slight decrease of 12% for the current
period.

Other income  increased to $28,215 in the three months ended  September 30, 1998
compared to other  expenses of $4,524 in the  equivalent  period last year.  The
increase in other  income was  primarily  due to the $30,000  accrued  sales tax
write-off in September 1998 (Note 5).

For the three months ended September 30, 1998, the Company incurred a net profit
of $56,686 or $0.003 per share based on a weighted average of 16,761,836  shares
outstanding, compared with a net loss of $549,248, or ($0.08) per share based on
a weighted average of 6,670,226 shares outstanding in the prior year.

Financial Condition, Liquidity, and Capital Resources


<PAGE>

At September 30, 1998, the Company's  accumulated deficit was $6,134,404 and the
Company had a positive net working capital of $38,163. The Company's accumulated
deficit was reduced due to the net profit achieved during the three months ended
September  30, 1998.  The  Company's  working  capital  improved from a negative
$96,354 on June 30, 1998 to a positive net working capital of $38,163 at the end
of the current period. This increase was due primarily to the shift of the first
payment of the note due from Visual Data of $62,354 from long term to short term
assets,  and the write-off of the accrued sales tax $30,000 with the  completion
of the audit.

Readiness for Year 2000

The Company's is still  assessing the nature and extent of the Year 2000 ("Y2K")
issues that it must address,  and is confident that it has already taken or will
be able to  complete  the  work  required  to make  its  systems,  products  and
infrastructure Y2K ready. The Company has determined that the primary impact, if
any,  of Y2K  problems  would be  relegated  to certain  management  information
systems,  not to any operating  revenue  generating  systems or services that it
provides.  The Company has plans for upgrades by the end of March 31, 1999, that
are necessary for the accounting system to handle year end issues.  There may be
certain computer hardware and software replacements that are necessary to handle
Y2K issues as well. These will also be in place by March 31, 1999. The costs for
these  will  not be  material,  and  they  are  easily  obtained.  There  are no
technological issues in the hardware or software that the Company sells or rents
to its clients that will be affected by Y2K issues.


The Company plans is evaluating  the Y2K readiness of its  consultants,  vendors
and suppliers.  Where the Company determines that critical suppliers are not Y2K
ready, the Company will monitor their progress and take appropriate  actions. In
particular,  the telephone companies that supply the Company with services, must
be Y2K ready in order to avoid  major  billing  errors.  Though the  Company may
experience  some  temporary  delay  in its  ability  to  accurately  rebill  its
customers, it does not foresee any permanent liability,  should some error occur
on the part of these  suppliers.  The Company  believes that the Y2K date change
will not  significantly  affect the  Company's  ability to deliver  products and
services  to its  customers  on a timely  basis;  however,  given the  uncertain
consequences  of failure  to resolve  significant  Y2K  issues,  there can be no
assurance that any one or more such failures  would not have a material  adverse
effect on the Company.

Disclosure Pursuant to the Private Securities Litigation Reform Act of 1995

When used in this Management's  Discussion and Analysis, the words "anticipate,"
"estimate,"   "expect,"  and  similar   expressions  are  intended  to  identify
forward-looking  statements.  These  statements are subject to certain risks and
uncertainties,  including,  but not limited to, the following:  risks associated
with  fundraising  and the company's  ability to secure  resources  necessary to
fully develop business products; risks associated with mergers and acquisitions,
the nature of any  transaction  consummated,  and the  ability  to  successfully
operate  a  merged  entity;   business  conditions  in  the  telecommunications,
entertainment,  advertising  and  Internet-related  industries,  and the general
economy;  competitive  factors such as rival  networking  technology,  competing
products,   and  competitive   pricing;   risks  associated  with   development,
introduction,  and acceptance of new products;  the company's  ability to manage
its rapid growth and attract and retain key  employees;  and other risk factors.
Actual results may differ  materially from management  expectations as discussed
here.

<PAGE>


PART II  OTHER INFORMATION


Item 1.   Legal Proceedings

None


Item 2.  Submission of Matters to a Vote of Security Holders

None


Item 3.  Other Information

None

Item 4.  Exhibits and Reports on Form 8-K

                  (a) (27) Financial Data Schedule, filed electronically.

                  (b)      Form 8-K filed November 18, 1998 to report change the
                           fiscal year from one ending June 30 of each year to a
                           fiscal year ending each September 30. Thus the fiscal
                           year of the registrant  will begin on October 1, 1998
                           and will end September 30, 1999.



<PAGE>



SIGNATURE

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



                                                   EDNET, INC.


                                                By:/s/Tom Kobayashi
                                                   -----------------------
January 15, 1999                                   Tom Kobayashi
                                                   Chief Executive Officer
                                                   




                                                   By: /s/David Gustafson
                                                   -----------------------
                                                   David Gustafson
                                                   Secretary