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, 2001
                                 ---------------

      [ ] 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
  incorporation or organization)                            Identification No.)


                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: 23,956,980 shares of
                         Common Stock at March 31, 2001

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


                                       1

<PAGE>


Part I:  Financial Information

                                        ENTERTAINMENT DIGITAL NETWORK, INC.
                                           CONSOLIDATED BALANCE SHEETS
                                    As of March 31, 2001 and September 30, 2000
<TABLE>
<CAPTION>
                                                                                           March 31,       eptember 30,
                            ASSETS                                                            2001            2000
                                                                                          (Unaudited)       (Audited)
                                                                                       --------------------------------
<S>                                                                                        <C>              <C>
CURRENT ASSETS
       Cash                                                                                $       ---      $   196,211
       Accounts receivable, net of allowance for doubtful accounts
           of $92,125 and $170,000 at March 31, 2001 and
           September 30, 2000, respectively                                                    884,662          955,226
       Accounts and interest receivable - related party                                         77,960           73,175
       Inventories, net of valuation allowance of
       $322,221 and $338,000 at March 31, 2001 and                                             652,787          708,284
           September 30, 2000, respectively
       Prepaid expenses and other current assets
                                                                                                33,666           11,294
                                                                                       --------------------------------
          TOTAL CURRENT ASSETS                                                             $ 1,649,075      $ 1,944,190

       Property and equipment, net                                                             583,127          624,321
       Other assets                                                                             10,508           21,062
                                                                                       --------------------------------
       TOTAL ASSETS                                                                        $ 2,242,710      $ 2,589,573
                                                                                       ================================

                LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
       Bank overdraft                                                                      $     2,681      $       ---
       Accounts payable                                                                        623,979          954,463
       Accrued expenses                                                                        181,579          260,746
       Deferred revenue                                                                         14,189           27,200
       Note payable and advances - related                                                     125,000          125,000
       parties
       Current portion of capital lease obligations                                             18,204            4,045
       Advances and accrued expenses-related party                                           1,692,041        1,575,033
                                                                                       --------------------------------
        TOTAL CURRENT LIABILITIES                                                          $ 2,657,673      $ 2,946,487
                                                                                       --------------------------------
       Capital lease obligations                                                                28,711              ---
                                                                                       --------------------------------
        TOTAL LIABILITIES                                                                  $ 2,686,384      $ 2,946,487
                                                                                       --------------------------------

STOCKHOLDERS' DEFICIT
       Common  Stock; $0.001par value, 50,000,000  shares authorized;
       23,956,980 shares issued and outstanding at March 31, 2001 and
       September 30, 2000                                                                       23,956           23,956
       Additional paid-in-capital                                                            7,535,535        7,535,535
       Subscription receivable                                                                      --           (1,367)
       Accumulated deficit                                                                  (8,003,165)      (7,915,038)
                                                                                       --------------------------------
        TOTAL STOCKHOLDERS' DEFICIT                                                           (443,674)        (356,914)
                                                                                       --------------------------------
        TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                        $ 2,242,710      $ 2,589,573
                                                                                       ================================
</TABLE>
                                        2
<PAGE>

                       ENTERTAINMENT DIGITAL NETWORK, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
           For the six and three months ended March 31, 2001 and 2000

<TABLE>
<CAPTION>
                                                                 Six months ended                 Three months ended
                                                                     March 31                          March 31
                                                                    (Unaudited)                      (Unaudited)
                                                          ------------------------------ ------------------------------------
                                                           2001              2000              2001              2000
                                                          ------------------------------ ------------------------------------
<S>                                                        <C>              <C>                <C>                 <C>
Revenue:
   Usage fees                                              $   823,446      $   810,372        $   385,252         $ 383,554
   Equipment sales                                             530,447          882,946            388,753           535,759
   Installation and monthly fees                               427,334          374,783            225,810           189,268
   Webcasting                                                  894,014          373,564            448,980           201,722
   Rental fees and other                                        92,112           64,729             52,253            34,785
                                                          ------------------------------ ------------------------------------
     Total revenue                                           2,767,353        2,506,394          1,501,048         1,345,088

Cost of sales                                                1,725,285        2,056,081          1,009,876         1,113,791
                                                          ------------------------------ ------------------------------------

     Gross profit                                            1,042,068          450,313            491,172           231,297

Sales and marketing                                            454,668          293,043            233,162           177,806
General and administrative                                     669,840          697,101            312,323           360,195
                                                          ------------------------------ ------------------------------------
                                                             1,124,508          990,144            545,485           538,001
     Loss from operations before other income
         (expenses) and provision for income taxes             (82,440)        (539,831)           (54,313)         (306,704)
                                                          ------------------------------ ------------------------------------

Other income (expenses):
   Interest income                                               1,271           11,291                431             3,120
   Interest expense                                             (7,934)         (18,981)            (3,815)           (9,260)
   Gain on sale of assets                                          976              ---                585               ---
                                                          ------------------------------ ------------------------------------

     Total other expenses                                       (5,687)          (7,690)            (2,799)           (6,140)
                                                          ------------------------------ ------------------------------------

     Loss before provision for income taxes                    (88,127)        (547,521)           (57,112)         (312,844)
    Provision for income taxes                                    ---             2,433               ---              2,433

                                                          ------------------------------ -------------------------------------
     Net Loss                                              $   (88,127)     $  (549,954)       $   (57,112)       $ (315,277)
                                                          ------------------------------ -------------------------------------

   Basic and diluted net loss per share:                   $     (0.00)     $     (0.02)       $     (0.00)          $  (0.01)

   Weighted-average number of shares outstanding            23,956,980       23,197,400         23,956,980         23,205,902

</TABLE>

                                       3
<PAGE>

                       ENTERTAINMENT DIGITAL NETWORK, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                For the six months ended March 31, 2001 and 2000
<TABLE>
<CAPTION>
                                                                                      March 31,2001   March 31, 2000
                                                                                        (Unaudited)     (Unaudited)
                                                                                      --------------- ---------------
<S>                                                                                     <C>               <C>
Cash flows from operating activities:
        Net loss                                                                         $  (88,127)       $(549,954)
        Adjustments to reconcile net loss to
           cash used in operating activities:
             Depreciation and amortization                                                  109,534           76,409
             (Decrease) increase in allowance for doubtful accounts                         (77,875)           7,500
             Decrease in inventory valuation                                                (15,779)             ---
             Compensation expense on below market value stock options                           ---           14,934
             (Increase) decrease in assets:
               Accounts receivable                                                          148,439         (320,237)
               Accounts receivable-related party                                             (4,785)
               Inventories                                                                   71,276         (447,711)
               Prepaid expenses and other assets                                            (11,818)          (1,304)
             Increase (decrease) liabilities:
               Bank overdraft                                                                 2,681              ---
               Accounts payable                                                            (277,555)         740,506
               Accrued expenses                                                              37,842              ---
               Deferred revenue                                                             (13,011)             ---
                                                                                      -------------------------------
             Net cash used in operating activities                                         (119,178)        (479,857)
                                                                                      -------------------------------

Cash flows from investing activities:
        Purchase of property and equipment                                                  (68,340)        (209,928)
                                                                                      -------------------------------
             Net cash used by investing activities                                          (68,340)        (209,928)
                                                                                      -------------------------------

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)
        Payments on capital lease obligations                                               (10,060)          (8,468)
        Proceeds from exercise of stock options                                               1,367            2,506
        Proceeds from secured note receivable                                                   ---          283,746
                                                                                      -------------------------------
             Net cash (used) provided by financing activities                                (8,693)         659,881
                                                                                      -------------------------------

             Net decrease in cash                                                          (196,211)         (29,904)

Cash at beginning of period                                                                 196,211          282,862
                                                                                      -------------------------------
Cash at end of period                                                                   $       ---       $  252,958
                                                                                      ===============================

Supplemental Cash Flow Information
Cash paid during the year for interest                                                        7,972           17,213
Account Payable converted to Capital lease transaction                                       52,929              ---

</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 10-KSB
         for the period  October 1, 1999 to  September  30,  2000.  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 10-KSB for the period October 1,
         1999 to September 30, 2000.

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. Loss per Share

         Basic loss per share is computed using the  weighted-average  number of
         shares of common stock outstanding during the periods.  For the periods
         ended  March  31,  2001  and  2000,  the  effect  of stock  options  is
         antidilutive and, accordingly, options and warrants for the purchase of
         6,094,872 common shares at prices ranging from $0.10 to $1.25 per share
         were excluded from the diluted loss per share calculation.

4. Note Payable and Advances - Related Parties

         Note payable-related parties consist of the following:
                                               March 31,        September 30,
                                                  2001              2000
                                               --------------  ---------------

         Note payable to Eric Jacobs,  a
         Director  of  the  company  and
         VDC, with principal of $250,000
         at 12%  interest  issued in May
         1999. Interest is paid monthly.
         The principal balance is due on
         December  31,   2001.   Accrued
         interest payable March 31, 2001
         is $575.                                $ 125,000        $ 125,000
                                               --------------- ----------------


                                       5

<PAGE>

         The  company  has  advances  from  VDC in the  form  of a  non-interest
         bearing, unsecured demand loan totaling $1,419,670 and for intercompany
         charges totaling  $272,371 as of March 31, 2001. These balances compare
         to  $1,419,670  and $185,986 at September  30, 2000.  The  intercompany
         balance  consists of charges for insurance  costs and operations  costs
         where appropriate.


5. 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.  During the company's
         third quarter it will engage the services of an  independent  appraiser
         to determine the fairness of VDC's  recently  expressed  desire to move
         forward and complete the transaction.



                       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,  2001,   our  revenues  were
         $1,501,048,  an increase  of 12% over  revenues  of  $1,345,088  in the
         comparable  period last year.  Revenues  for the six months ended March
         31, 2001 increased 10% to $2,767,353 compared to revenues of $2,506,394
         in the comparable period last year.  Increases in revenue are primarily
         due to  growth  in  sales  of our  Webcasting  services.  This  line of
         services has steadily increased each quarter.  Webcasting revenues grew
         to  $894,014  for the six  months  ended  March 31,  2001  compared  to
         $373,564 for the same period last year. The decline in equipment  sales
         is primarily  due to a softening  of the market for its video  products
         over the  six-month  period  ending March 31, 2001 compared to the same
         period in the previous  year.  Sales of video  products  declined  from
         $508,756 in the six months ended March 31, 2000 to $275,139 in the same
         period in the current year.  The market place  continues to have a long
         sales cycle in the  adoption of the new  technology.  After the initial
         period  of  sales,  we have  seen a  softening  in the  market as users
         evaluate and integrate the technology into their networks.  The company
         continues to be optimistic for this product line and is  experiencing a
         steadily  increasing  level of activity.  This optimism is supported by
         the increase in sales for the quarter  ended March 31, 2001 to $238,361
         compared to $36,778 in the quarter ended December 31, 2000


                                       6

<PAGE>

         Gross  Profit  increased  for the three  months ended March 31, 2001 to
         $491,172 or 33% of sales,  compared to $231,297 or 17% of sales, in the
         equivalent  period last year.  For the six months  ended March 31, 2000
         gross profit increased to $1,042,068 or 38% of sales, from $450,313, or
         18% of sales in the  equivalent  period last year.  Increases  in gross
         profit for the current  quarter and year to date were due  primarily to
         an increase in Webcasting  revenues,  which added  $520,450 in revenues
         compared  to the six  months  ended  March 31,  2000.  We  continue  to
         discount the video products in an effort to stimulate the market.  This
         market continues to experience a long selling cycle.  However,  even in
         light of recent modest  results,  we continue to be optimistic that our
         efforts,  especially  through our  marketing  initiative  with  Digital
         Generation  Systems,  known as -"One  Digital  Path"-,  will  result in
         increased  sales.  The net  operating  loss for the three  months ended
         March 31, 2001 of $54,313,  or -4% of sales, is an improvement over the
         loss during the equivalent  period last year of -23% of sales.  The net
         operating loss for the six months ended March 31, 2001, of $82,440,  or
         -3% of sales, also is an improvement over the  corresponding  period of
         last year that resulted in a net operating loss of $539,831, or -22% of
         sales.

         Operating  expenses  (including  Sales  &  Marketing,   and  General  &
         Administrative)  increased  to $545,485 in the three months ended March
         31, 2001 compared to $538,001 in the equivalent  period last year. This
         increase  is  due  to  expansions  of our  business,  primarily  in the
         Webcasting line. However, due to internal restructuring of this line of
         business, with the relocation of part of the Webcasting business to our
         parent company,  Visual Data Corp (VDC),  we actually  reduced staff in
         this line at the end of the three months ended March 31, 2001.  For the
         six  months  ended  March 31,  2001  operating  expenses  increased  to
         $1,124,508 from $990,144 in the equivalent period last year. There were
         significant  expenditures  for the six months  just ended such as those
         associated with building up new lines of business.

         For the three months  ended March 31,  2001,  we incurred a net loss of
         $57,112 or $(0.00) per share based on a weighted-average  of 23,956,980
         shares outstanding,  which is in line with our forecast.  This compares
         with  a  net  loss  of  $315,277,  or  $(0.01)  per  share  based  on a
         weighted-average of 23,205,902 shares outstanding in the prior year for
         the  comparable  period.  For the six months ended March 31,  2001,  we
         incurred  a net loss of  $88,127,  or  $(0.00)  per share  based on the
         weighted-average of 23,956,980 shares outstanding. The net loss for the
         comparable  period for the previous year was  $549,954,  or $(0.02) per
         share outstanding based on the  weighted-average  of 23,197,400 for the
         period.




MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

         We continue to expand our core audio networking business, 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 renewed our agreement  with PR Newswire and
         VDC to provide  corporate  clients with live audio and video Webcasting
         over the Internet.  We are in the midst of transitioning the process of
         conducting  the earnings  conference  call business to VDC, while EDnet
         will  concentrate  more  fully on the  -"Live  Event"-  portion  of the
         Webcasting business.  The net short-term impact of this could lead to a
         decrease in the Webcasting  revenues by as


                                       7

<PAGE>

         much as 50%.  This  transition  is expected to be complete by the forth
         quarter of the current  year.  To make up this lost revenue the company
         is expanding its sales and marketing  activities in the Live Event line
         of business.

         Toward the end of the first quarter,  we added a dedicated sales person
         to our Audio products sales and saw a 43% increase in the sales for the
         three months ended March 31, 2001  compared to the prior  quarter.  Our
         Video product sales continue to lag  expectations,  but with the hiring
         of a new National Sales Director we are seeing encouraging  movement in
         this line. The total video  equipment  sales for the three months ended
         March 31, 2001 were  $239,336,  which is a $202,258  increase  over the
         previous three months. Our relationship with Digital Generation Systems
         continues to expand through the -"One Digital Path"- marketing  effort.
         The result is that we have increased sales of video products,  and have
         growing sales contact with potential advertising and brand customers as
         we combine our efforts at penetrating this market.

Financial Condition, Liquidity, and Capital Resources

         At March 31, 2001, we had an accumulated  deficit of  $8,003,165.  This
         compares to a September 30, 2000 accumulated deficit of $7,915,038. Our
         working  capital deficit  increased only slightly from  $(1,002,297) at
         September  30, 2000 to  $(1,008,598)  at March 31, 2001, as a result of
         our continued efforts at growing our market share of the video products
         marketplace drawing on our cash, and steadily declining balances in the
         Accounts Receivable and Inventory. The Accounts Receivable is declining
         with  aggressive  collections  activities and excess video inventory is
         declining as planned.  We have also reduced our accounts payable during
         the six months  ended  March 31, 2001 from  $954,463  to their  current
         level of $623,979.  There have been no other significant changes to the
         balance sheet compared to the  three-month  period ending  December 31,
         2000.
         The  company  continues  to be a net  user of cash in  operations.  The
         six-month  period ended March 31, 2001 saw a net use of cash  amounting
         to approximately  $196,000. The company `s need for cash is expected to
         continue  into  the  next  quarter  with  any  cash  shortfalls   being
         supplemented by the 51% parent company Visual Data Corporation.

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.


                                       8

<PAGE>



PART II: OTHER INFORMATION

Item 1.  Legal Proceedings

         None

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)Exhibits: None
         b)Reports on Form 8-K: None


                                       9

<PAGE>

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, 2001            By:
         ------------                 ------------------------------------------

                                               David Gustafson
                                               President,
                                               Principal Accounting Officer