UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB


                  (Mark One)

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

                  For the quarterly period ended March 31, 2000
                                                 --------------


[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACTS

                 For the transition period from                to
                                                --------------    --------------
                           Commission file number            000-21659
                                                 -------------------------------


                       ENTERTAINMENT DIGITAL NETWORK, INC.
--------------------------------------------------------------------------------
       (Exact name of small business issuer as specified in its charter)


         Delaware                                       94-3173300
-------------------------------------------------------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)



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

                                 (415) 274-8800
-------------------------------------------------------------------------------
                           (Issuer's telephone number)



State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest  practicable date:  23,208,424 shares of Common Stock at
March 31, 2000

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


                                       1

<PAGE>
Part I. FINANCIAL INFORMATION
<TABLE>
                                 Entertainment Digital Network, Inc.
                                     CONSOLIDATED BALANCE SHEETS
                             As of March 31, 2000 and September 30, 1999
<CAPTION>
                                            ASSETS                      03/31/00        09/30/99
                                                                       (Unaudited)     (Audited)
                                                                       -----------     -----------
<S>                                                                    <C>             <C>
CURRENT ASSETS
        Cash                                                           $   252,958     $   282,862
        Accounts receivable, net of allowance for doubtful accounts
          of $18,858 and $18,453 at March 31, 2000 and
          September 30, 1999, respectively                               1,108,887         713,452
        Accounts and interest receivable - related party                      --            32,698
        Accounts receivable, escrow                                           --            50,000
        Inventories, net                                                   896,704         576,433
        Prepaid expenses                                                    44,321          45,952
        Other current assets                                                  --             2,500
                                                                       -----------     -----------
          TOTAL CURRENT ASSETS                                         $ 2,302,870     $ 1,703,897
                                                                       -----------     -----------

Property and equipment, net                                                646,657         385,698
Other assets                                                                10,689           5,254
                                                                       -----------     -----------
        TOTAL ASSETS                                                   $ 2,960,216     $ 2,094,849
                                                                       ===========     ===========

                        LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
        Accounts payable                                               $ 1,207,194     $   628,959
        Accounts payable - related party                                   102,731            --
        Accrued expenses                                                   284,914         225,374
        Line of credit                                                     100,000            --
        Note payable and advances - related parties                        572,597         290,500
        Current portion of capital lease obligations                         6,114          11,580
                                                                       -----------     -----------
          TOTAL CURRENT LIABILITIES                                      2,273,550       1,156,413
                                                                       -----------     -----------
        Capital lease obligations                                            1,043           4,045
                                                                       -----------     -----------
        TOTAL LIABILITIES                                                2,274,593       1,160,458
                                                                       -----------     -----------

STOCKHOLDERS' EQUITY
        Common Stock; par value $0.001 per share
          Authorized 50,000,000 shares; 23,208,424 and 23,186,398
           issued and outstanding at March 31, 2000 and
           September 30, 1999, respectively                                 22,528          22,506
        Capital paid in excess of par value of Common Stock              7,503,875       7,501,391
        Secured note receivable - related party                               --          (283,746)
        Unearned compensation                                              (30,577)        (45,511)
        Accumulated deficit                                             (6,810,203)     (6,260,249)
                                                                       -----------     -----------
        TOTAL STOCKHOLDERS' EQUITY                                         685,623         934,391
                                                                       -----------     -----------
        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $ 2,960,216     $ 2,094,849
                                                                       ===========     ===========
<FN>
       The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>
                                       2

<PAGE>
<TABLE>
                                               Entertainment Digital Network, Inc.
                                                CONSOLIDATED STATEMENTS OF INCOME
                                    For the Six and Three Months ended March 31, 2000 & 1999
<CAPTION>
                                                                          Six Months                      Three Months
                                                                         Ended March 31                   Ended March 31
                                                                          (Unaudited)                     (Unaudited)
                                                                -----------------------------     -----------------------------
                                                                     2000             1999             2000             1999
                                                                ------------     ------------     ------------     ------------
<S>                                                             <C>              <C>              <C>              <C>
Revenue:
      Usage & hosting fees                                      $    810,372     $    837,468     $    383,554     $    424,073
      Equipment sales                                                882,946          533,118          535,759          288,597
      Installation and monthly fees                                  374,783          311,994          189,268          156,623
      Webcasting                                                     373,564             --            201,722             --
      Rental fees                                                     58,696           35,565           31,563           17,475
      Web design and consulting                                         --            191,661             --               --
      Other                                                            6,033            7,489            3,222            2,969
                                                                ------------     ------------     ------------     ------------
                                                                   2,506,394        1,917,295        1,345,088          889,737

Cost of sales                                                      2,056,081        1,335,131        1,113,791          630,249
                                                                ------------     ------------     ------------     ------------

         Gross Profit                                                450,313          582,164          231,297          259,488

Sales and marketing expenses                                         293,043          215,168          177,806           78,327
General and administrative expenses                                  697,101          625,049          360,195          345,949
                                                                ------------     ------------     ------------     ------------
                                                                     990,144          840,217          538,001          424,276
         Loss from operations before other income (expenses)
           and provision for income taxes                           (539,831)        (258,053)        (306,704)        (164,788)
                                                                ------------     ------------     ------------     ------------

Other income:
      Interest income                                                 11,291           17,289            3,120           11,645
      Interest expense                                               (18,981)          (9,857)          (9,260)          (3,715)
      Other expense                                                     --             (3,032)            --             (2,400)
      Gain on sale of subsidiary assets                                 --            663,530             --               --
                                                                ------------     ------------     ------------     ------------
         Total other income (expense), net                            (7,690)         667,930           (6,140)           5,530
                                                                ------------     ------------     ------------     ------------

         Income (loss) before provision for income taxes            (547,521)         409,877         (312,844)        (159,258)
         Income taxes                                                  2,433            4,000            2,433             --
                                                                ------------     ------------     ------------     ------------
         Net income (loss)                                          (549,954)         405,877         (315,277)        (159,258)
                                                                ------------     ------------     ------------     ------------

      Basic and diluted net income (loss) per share:                   (0.02)            0.02            (0.01)           (0.01)

         Weighted-average number of shares outstanding            23,197,400       17,086,826       23,205,902       17,411,836
<FN>
                  The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>


                                                               3

 <PAGE>

<TABLE>
                            Entertainment Digital Network, Inc.
                           CONSOLIDATED STATEMENT OF CASH FLOWS
                     for the Six Months ended March 31, 2000 and 1999
<CAPTION>

                                                                 03/31/00        03/31/99
                                                                (Unaudited)     (Unaudited)
                                                                -----------     -----------
<S>                                                             <C>             <C>
Cash flows from operating activities:
        Net (loss) income                                       $  (549,954)    $   405,877

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

            Depreciation and amortization                            76,409          74,479
            increase in reserve for bad debt                          7,500           4,248
            Noncash compensation expenses                            14,934            --
            Gain from sale of assets - IBS                             --          (663,530)
        Change in operating assests and liabilities:
            (Increase) decrease in accounts receivable             (320,237)       (103,550)
            Increase in inventory                                  (447,711)        (96,892)
            Decrease (increase) in prepaid expenses
                and other assets                                     (1,304)        (78,786)
            Increase (decrease) in accounts payable
                and accrued expenses                                740,506        (122,134)
            Decrease in deferred revenue                                            (31,870)
                                                                -----------     -----------

            Net cash used in operating activities                (479,857)       (612,158)
                                                                -----------     -----------

Cash flows from investing activities:

        Purchase of property and equipment                         (209,928)        (83,104)
        Proceeds from sale of assets                                   --         1,000,000
                                                                -----------     -----------

            Net cash (used) provided by investing activities       (209,928)        916,896
                                                                -----------     -----------

Cash flows from financing activities:

        Proceeds from Line of Credit                                100,000          --
        Proceeds from advances - related party                      322,597          --
        Principal payments on debt                                  (40,500)       (108,214)
        Repayment on settlement of claim in equity                     --           (50,000)
        Payments on capital leases                                   (8,468)         (8,100)
        Proceeds from exercise of stock options/warrants              2,506          76,293
        Proceeds from Secured Note Receivable                       283,746          --
                                                                -----------     -----------

            Net cash provided (used) by financing activities        659,881         (90,021)
                                                                -----------     -----------


                Net (decrease) increase in cash                     (29,904)        214,717

Cash at beginning of period                                         282,862          88,470
                                                                -----------     -----------

Cash at end of period                                           $   252,958     $   303,187
                                                                ===========     ===========
<FN>
  The accompanying notes are an integral part of these consolidated financial statements.


</FN>
</TABLE>

                                            4
<PAGE>


                       ENTERTAINMENT DIGITAL NETWORK, INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.   Basis of Presentation

     The interim, condensed,  consolidated financial statements of Entertainment
     Digital Network, Inc. (the "Company") included herein have been prepared in
     conformity with generally accepted  accounting  principles.  The principles
     applied are  consistent  in all  material  respects  with those used in the
     Company's  Annual  Report on Form 10KSB for the  period  October 1, 1998 to
     September  30, 1999.  The interim  financial  statements  are unaudited but
     reflect all normal  adjustments  which are,  in the opinion of  management,
     necessary  to  provide  fair,   condensed,   consolidated  balance  sheets,
     statements of operations and cash flows for the interim periods  presented.
     The interim  financial  statements  should be read in conjunction  with the
     financial  statements in the Company's  Annual Report on Form 10KSB for the
     period October 1, 1998 to September 30, 1999.

2.   Consolidation

     The consolidated  financial  statements include the accounts of the Company
     and its wholly owned  subsidiary  Entertainment  Digital  Network,  Inc., a
     California  corporation ("EDN").  Material  inter-company  transactions and
     balances  have  been  eliminated.   Visual  Data  Corporation,  a  Delaware
     corporation based in Pompano Beach, Florida ("VDC"), owns 51% of the voting
     securities of the Company.

3.   Earnings per Share

     Basic  earnings  (loss) per share are computed  using the  weighted-average
     number of shares of Common Stock  outstanding  during the periods.  Diluted
     earnings per share are computed using the weighted-average number of common
     shares and common  share  equivalents  outstanding  during the period.

     Since fully diluted earning (loss) per share were  antidilutive in 2000 and
     1999,  basic and diluted  earnings  (loss) per share are the same. At March
     31, 2000,  options and warrants for the purchase of 7,120,642 common shares
     at prices  ranging  from  $0.10 to $1.25 per share  were  antidilutive  and
     therefore not included in the computation of diluted earnings per share.

4.   Secured Note Receivable - Related Party

     A note receivable with face value of $283,746, due from VDC was part of the
     payment  resulting from VDC's purchase of 8,563,417 shares of the Company's
     Common  stock.  This  resulted in a 51% ownership of the Company by VDC. At
     January 25, 2000, VDC paid the note and accrued interest in full.


                                       5
<PAGE>

5.   Sale of Subsidiary

     On December 11, 1998, the Company  completed the sale of substantially  all
     of the assets of the Company's  wholly-owned  subsidiary  Internet Business
     Solutions,   Inc.  ("IBS"),   a  California   corporation,   to  Enterprise
     Communications Consulting,  Inc., a Washington Corporation , a wholly-owned
     subsidiary of Attachmate Corporation of Bellevue,  Washington.  The sale of
     IBS  resulted  in a gain of  $663,530.  The final  payment of  $50,000  was
     received on January 6, 2000.

6.   Note Payable and Advances - Related Parties

     On May 17, 1999,  a promissory  note in the amount of $250,000 was executed
     between the Company and Eric Jacobs,  a member of the  Company's  and VDC's
     Board of Directors. These funds were used for purchasing inventory.

     On February 15, 2000, our parent VDC advanced  $200,000 for the purchase of
     inventory.  VDC advanced and additional  $122,597 on March 31, 2000.  These
     funds were also used to purchase inventory.
<TABLE>
     Note payable and advances-related parties consist of the following:
<CAPTION>
                                                                                              March 31,             Sep 30,
                                                                                                2000                 1999
                                                                                            ----------------    ----------------
<S>                                                                                         <C>                   <C>
              Notepayable to Eric Jacobs,  a director of VDC and of the Company,
                  principal of $250,000 at 12% interest.  The principal  balance
                  is due on demand. Accrued  interest  payable  as of March  31,
                  2000 is $1,151.                                                           $      250,000      $      250,000
              Notes payable to officers at 6% interest,  not collateralized.
                  Paid in full January 19, 2000.                                                      --                40,500
              Advance from parent company without interest, not collateralized.                    322,597                --
                                                                                            ----------------    ----------------
                        Total note payable and advances-related parties                     $      572,517      $      290,500
                                                                                            ================    ================
</TABLE>

7.   Line of Credit

     In 1999 we  obtained  a line of  credit  of  $250,000  from  Union  Bank of
     California.  The  line  of  credit  bears  interest  at  the  institution's
     published  reference rate plus 2 1/2% and is  collateralized by our assets.
     There is a balance of  $100,000  owed on the line of credit as of March 31,
     2000. As of March 31, 2000 we were out of  compliance  with a loan covenant
     relating to profitability on our line of credit.

8.   Commitments under Master Distribution Agreement

     We  entered  into a Master  Distribution  Agreement  (the  "Agreement")  on
     January   7,  2000  with   Telestream,   Inc.,   a   Delaware   Corporation
     ("Telestream").  The Agreement  sets forth terms and  conditions  for us to
     acquire video  equipment from  Telestream and distribute to end-users.  The
     Agreement  shall be  effective  for a fixed period of one year (the "Intial
     Term")  commencing on March 19, 2000.  During the Initial Term, the Company
     is expected to achieve  minimum  sales goals (the  Company  purchases  from
     Telestream)  of a total of  $2,000,000  within  the  twelve  months  of the
     Initial  Term,  pro-rated  monthly.  At the end of the nine  months  of the
     Initial Term (the Nine Month Period),  if the Company has not achieved such
     minimum sales goals,  pro-rated for the Nine Month Period,  Telestream  has
     the right to terminate  the Agreement  with sixty (60) days notice.  If the
     Company has achieved such minimum sales goals, pro-rated for the Nine Month
     Period, the Agreement automatically renews for one additional fixed term of
     one (1) year (the "Renewal Term"), provided that the parties mutually agree
     in writing upon minimum  sales goals for the Renewal Term and provided that
     during the Renewal Term the Agreement  may be terminated by the  Telestream
     with sixty (60) days notice if the  Company  fails to meet such agreed upon
     minimum sales goals during any quarter of the Renewal Term.

     We have purchased $406,250 of the $2,000,000  requirement leaving a balance
     of $1,593,750 to be purchased over the remaining period.

     The agreement also sets forth  distribution  rights regarding  Telestream's
     Clipmail  Pro(TM),  its high quality video delivery system,  which can send
     video over data networks using  high-speed  wide-band,  Internet  networks.
     Telestream  has  granted  us an  exclusive  license  to be the sole  master
     distributor of Clipmail Pro for the advertising and entertainment  segments
     of the markets.





                                       6
<PAGE>



9.   Proposed Acquisition of Remaining Outstanding Shares

     In March 2000,  Visual  Data  Corporation  ("VDC"),  which  currently  owns
     approximately 51% of our outstanding shares, signed a Letter of Intent with
     us providing for a proposed tax-free reorganization whereby we would become
     a wholly-owned  subsidiary of VDC. The proposed terms included the right to
     receive  one share of VDC for every ten  outstanding  shares of our capital
     stock,  and the  conversion  of every  ten of our  outstanding  options  or
     warrants  into one  option or  warrant  to  purchase  a share of VDC common
     stock.  The  transaction  is  subject  to  the  execution  of a  definitive
     agreement  and  approval  of our  shareholders.  On  April  17,  2000,  VDC
     announced  that they were  postponing the previous  announced  intention to
     acquire of the remaining  49% of our  outstanding  shares.  The decision to
     postpone the  acquisition  was made due to market  conditions at that date.
     Coincidentally, on the same day, we were served with a complaint filed in a
     purported  class  action  lawsuit  initiated  by a  shareholder  (Zevin  v.
     Entertainment Digital Network, Inc., et al, Case No. 311263 in the Superior
     Court of California for San Francisco Coutny). The lawsuit seeks to prevent
     the proposed merger.  We believe there is no merit to the lawsuit,  even if
     we and VDC decided to pursue the proposed merger.


                                       7

<PAGE>


ENTERTAINMENT  DIGITAL  NETWORK,  INC  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

For the three months  ended March 31, 2000,  our  revenues  were  $1,345,088  an
increase of 51% compared to revenues of $889,737 in the  comparable  period last
year.  Revenues  for the six  months  ended  March  31,  2000  increased  31% to
$2,506,394  compared to revenues of  $1,917,295  in the  comparable  period last
year.  Increases  in  revenue  are  primarily  due to the  growth  of the  video
equipment and webcasting. These two areas have steadily increased each quarter.

Gross Profit  decreased  to $231,297 or 17% of sales,  in the three months ended
March 31, 2000 compared to $259,488 or 29% of sales,  in the  equivalent  period
last year.  For the six months  ended March 31, 2000 gross  profit  decreased to
$450,313  or 18% of  sales,  from  $582,164,  or 30% of sales in the  equivalent
period last year.  Decreases in gross profit for the current quarter and year to
date were due primarily to the sale of IBS that had contributed  $162,866 to the
gross  profit for the six months  ended March 31,  1999.  The hosting  services,
which were  provided by IBS,  have a higher gross  profit and thus  affected the
gross profit  percentages.  We have been  discounting  the video  products in an
effort to place more units in the market.  This helped move  products but has an
impact on gross profit.

Operating expenses  (including Sales & Marketing,  and General & Administrative)
increased  to $538,001  in the three  months  ended  March 31, 2000  compared to
$424,276 in the equivalent  period last year. This increase is due to expansions
of our business. We have hired additional personnel in sales and administration.
We are  continuing to expand in these areas as the business  grows.  For the six
months  ended March 31,  2000  operating  expenses  increased  to $990,144  from
$840,217 in the equivalent period last year. There were significant expenditures
for the current six months ended such as costs  associated  with building up new
lines of business. We have hired and trained manufacturers'  representatives for
the Telestream unit.

Interest  income  has  decreased  due to VDC  paying off its note and lower cash
balances held at Union Bank of California. Interest expense has increased in the
current quarter due to drawing on the line of credit at Union Bank.

For the three months ended March 31, 2000, we incurred a net loss of $315,277 or
$(0.01) per share based on a weighted-average  of 23,205,902 shares outstanding,
which is in line with our  forecast.  This compares with a net loss of $159,258,
or  $(0.01)  per  share  based  on  a  weighted-average   of  17,411,836  shares
outstanding in the prior year for the comparable  period. We incurred a net loss
for the six months ended March 31, 2000 of $549,954, or $0.02 per share based on
a weighted-average of 23,197,400 shares outstanding,  compared with a net income
of  $405,877,  or $0.02 per share,  based on a  weighted-average  of  17,086,836
shares in the prior period.


                                       8
<PAGE>


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

We continue to expand our core audio networking services, which has now expanded
to over 550 affiliates in the United States and Canada. The number of Grammy and
Oscar  recipients  that use the audio  network in the music and  motion  picture
industry has increased annually.

In the past fiscal year,  we entered into an agreement  with PR Newswire and VDC
to  provide  corporate  clients  with live  audio and  videowebcasting  over the
Internet. We have successfully produced and streamed over 600 live events for PR
Newswire  and its clients.  Additionally,  we have  produced  events for Yahoo!,
Broadcast.com, iBeam, SchoolCity.com, and Choiceradio.com.

In fiscal 1999, we announced  our  agreement  with  Telestream,  concerning  its
ClipMail Pro product.  We became the first OEM dealer for this video  appliance.
Since its launch at the National  Association of Broadcasting  trade show in Las
Vegas, this appliance has been well accepted in the advertising,  television and
motion picture  production and  post-production  market. We expect that this new
product and service will become a  significant  part of growth in the  Company's
revenue stream in the coming year.

Financial Condition, Liquidity, and Capital Resources

At March 31, 2000, we had an accumulated  deficit of $6,810,203 This compares to
a September 30, 1999  accumulated  deficit of  $6,260,249.  Our working  capital
decreased  from $547,484 at September 30, 1999 to $29,320 at March 31, 2000, due
to our continued loss and infrastructure expansion.

We were out of  compliance as of March 31, 2000 with a loan covenant on our line
of credit with Union Bank of California.  We will be paying the line off in July
2000. Visual Data has provided financial resources when needed.  Visual Data has
provided us with two advances to purchase  inventory.  The first advance was for
$200,000 on February 15, 2000.  On March 31,  2000,  VDC advanced an  additional
$122,597 for a total of $322,597. These resources have been used to pay down the
Telestream inventory balances.

On January 7, 2000,  we entered  into a Master  Distributorship  Agreement  with
Telestream,  Inc. The terms and  conditions  set forth  purchase  discounts  and
specified purchase levels. We will purchase $2,000,000 of video products between
March  19,  2000 and  March  18,  2001.  The  Agreement  is  renewable  upon the
anniversary  date.  We have  purchased  $406,250 of the  $2,000,000  requirement
leaving a balance of $1,593,750 to be purchased over the remaining period.

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


                                       9
<PAGE>


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.

PART II OTHER INFORMATION

Item 1.  Legal Proceedings.

The  company  was served with a  complaint  filed in a  purported  class  action
lawsuit  initiated by a sharedholder  (Zevin v.  Entertainment  Digital Network,
Inc.,  et al,  Case No.  311263  in the  Superior  Court of  California  for San
Francisco County). The lawsuit seeks to prevent the proposed merger with VDC. We
believe  there is no merit to the lawsuit,  even if we and VDC decided to pursue
the proposed merger.

Item 2.  Changes in Securities.

None

Item 3.  Defaults Upon Senior Securities.

None

Item 4.  Submission of Matters to a Vote of Securities Holders.

None

Item 5.  Other Information

None

Item 6.  Exhibits and Reports on Form 8-K

(a) (27) Financial Data Schedule, filed electronically
(b)      Reports on Form 8-K: None

SIGNATURES

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.

                                           Entertainment Digital Network, Inc.
                                           -------------------------------------
                                                      (Registrant)


Date     May 12 , 2000                     By:
         -------------                        ----------------------------------
                                                    Tom Kobayashi
                                                    Chief Executive Officer,
                                                    Principal Accounting Officer


Date     May 12 , 2000                     By:
         -------------                        ----------------------------------
                                                     David Gustafson
                                                     Secretary


                                       10