UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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,  1999  or
                                    ----------------


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

For  the  transition  period  from            to          
                                   ----------   ----------

Commission  file  number  000-21659
                          ---------


                       ENTERTAINMENT DIGITAL NETWORK, INC.

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


Delaware                                                     94-173300
--------------------------------------------------------------------------------
State  or  other  jurisdiction                               (IRS  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     
                                                             -------------------
                                   EDnet, Inc.
--------------------------------------------------------------------------------
                                   Former Name

     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 March 31, 1999:
18,286,836

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

<PAGE>
Part  I.  FINANCIAL  INFORMATION

<TABLE>
<CAPTION>
                          Entertainment Digital Network, Inc.
                              CONSOLIDATED BALANCE SHEETS
                      As of March 31, 1999 and September 30, 1998

                              ASSETS                          03/31/99       09/30/98
                                                             (Unaudited)    (Audited)
                                                             ------------  ------------
CURRENT ASSETS
<S>                                                          <C>           <C>
  Cash. . . . . . . . . . . . . . . . . . . . . . . . . . .  $   303,187   $    88,470 
  Restricted cash . . . . . . . . . . . . . . . . . . . . .      100,000             - 
  Accounts receivable, net of allowance
    for doubtful accounts of $5,308 and $8,500 at
    March 31, 1999 and September 30, 1998, respectively . .      516,596       574,800 
  Accounts and interest receivable - related party. . . . .       42,911        33,008 
  Inventories . . . . . . . . . . . . . . . . . . . . . . .      219,878       122,986 
  Prepaid expenses. . . . . . . . . . . . . . . . . . . . .       22,479         4,601 
  Other current assets. . . . . . . . . . . . . . . . . . .        8,577           826 
                                                             ------------  ------------

    TOTAL CURRENT ASSETS. . . . . . . . . . . . . . . . . .    1,213,628       824,691 
                                                             ------------  ------------

PROPERTY AND EQUIPMENT, NET . . . . . . . . . . . . . . . .      267,086       380,416 
                                                             ------------  ------------

OTHER ASSETS. . . . . . . . . . . . . . . . . . . . . . . .        1,754         6,455 
                                                             ------------  ------------

  TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . .  $ 1,482,468   $ 1,211,562 
                                                             ============  ============



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

<PAGE>

<TABLE>
<CAPTION>
                          Entertainment Digital Network, Inc.
                              CONSOLIDATED BALANCE SHEETS
                      As of March 31, 1999 and September 30, 1998
                                     (continued)


                                                              03/31/99       09/30/98
                                                             (Unaudited)    (Audited)
                                                             ------------  ------------


           LIABILITIES AND STOCKHOLDERS'  EQUITY

CURRENT LIABILITIES
<S>                                                          <C>           <C>
  Accounts payable and accrued expenses . . . . . . . . . .  $   515,972   $   543,104 
  Deferred revenue. . . . . . . . . . . . . . . . . . . . .       15,672        33,421 
  Line of credit. . . . . . . . . . . . . . . . . . . . . .       50,000         8,214 
  Notes payable - related party . . . . . . . . . . . . . .       40,500       240,500 
  Current portion of capital lease obligations. . . . . . .       13,076        17,147 
                                                             ------------  ------------

    TOTAL CURRENT LIABILITIES . . . . . . . . . . . . . . .      635,220       842,386 
                                                             ------------  ------------

  Capital lease obligations . . . . . . . . . . . . . . . .       11,029        15,058 
                                                             ------------  ------------

  TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . .      646,249       857,444 
                                                             ------------  ------------

STOCKHOLDERS' EQUITY
  Common Stock; par value $0.001 per share
    Authorized 50,000,000 shares; 18,286,836 and 16,761,836
      issued and outstanding at March 31, 1999 and
      September 30, 1998, respectively. . . . . . . . . . .       18,286        16,761 


  Capital paid in excess of par value of Common Stock . . .    6,906,461     6,755,443 
  Subscription receivable . . . . . . . . . . . . . . . . .      (76,250)            - 
  Secured note receivable . . . . . . . . . . . . . . . . .     (283,746)     (283,746)
  Accumulated deficit . . . . . . . . . . . . . . . . . . .   (5,728,532)   (6,134,340)
                                                             ------------  ------------


  TOTAL STOCKHOLDERS' EQUITY. . . . . . . . . . . . . . . .      836,219       354,118 
                                                             ------------  ------------

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY. . . . . . . .  $ 1,482,468   $ 1,211,562 
                                                             ============  ============
                 The accompanying notes are an integral part of these
                          consolidated financial statements.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                      Entertainment Digital Network, Inc.
                                      CONSOLIDATED STATEMENTS OF INCOME
                            For the Three and Six Months ended March 31, 1999 & 1998

                                                                      Six Months                    Three Months
                                                                     Ended March 31                Ended March 31
                                                                      (Unaudited)                   (Unaudited)
                                                           ---------------------------------  --------------------------
                                                                 1999              1998            1999         1998
                                                           ---------------  ----------------  ------------  ------------
<S>                                                        <C>               <C>               <C>           <C>
Revenues:
  Equipment sales and installation. . . . . . . . . . . .  $       553,252   $       419,283   $   299,398   $  268,951 
  Site development and services . . . . . . . . . . . . .          191,661           379,479             -      211,417 
  Access, Usage, and Hosting fees . . . . . . . . . . . .        1,129,327         1,200,346       569,894      549,408 
  Other fees. . . . . . . . . . . . . . . . . . . . . . .           43,055            69,453        20,445       30,128 
                                                           ---------------  ----------------  ------------  ------------
                                                                 1,917,295         2,068,561       889,737    1,059,904 
Cost of sales . . . . . . . . . . . . . . . . . . . . . .        1,335,131         1,366,526       630,249      688,422 
                                                           ---------------  ----------------  ------------  ------------
  Gross Profit. . . . . . . . . . . . . . . . . . . . . .          582,164           702,035       259,488      371,482 
Sales and Marketing expenses. . . . . . . . . . . . . . .          215,168           299,058        78,327      148,336 
General and Administrative expenses . . . . . . . . . . .          625,049           456,843       345,949      306,151 
                                                           ---------------  ----------------  ------------  ------------
                                                                   840,217           755,901       424,276      454,487 
  Loss from operations. . . . . . . . . . . . . . . . . .         (258,053)          (53,866)     (164,788)     (83,005)
                                                           ---------------  ----------------  ------------  ------------
Other income:
  Interest income/(expense) . . . . . . . . . . . . . . .            7,432           (33,461)        7,930      (16,192)
  Gain on sale of subsidiary. . . . . . . . . . . . . . .          663,530                 -             -            - 
  Other income/(expense). . . . . . . . . . . . . . . . .           (3,032)          551,078        (2,400)     214,293 
                                                           ---------------  ----------------  ------------  ------------
  Total other income, net . . . . . . . . . . . . . . . .          667,930           517,617         5,530      198,101 
                                                           ---------------  ----------------  ------------  ------------
  Income/(loss) before provision for income taxes . . . .          409,877           463,751      (159,258)     115,096 
Income taxes. . . . . . . . . . . . . . . . . . . . . . .            4,000             2,400             -            - 
Net income/(loss) . . . . . . . . . . . . . . . . . . . .  $       405,877   $       461,351     ($159,258)  $  115,096 
                                                           ---------------  ----------------  ------------  ------------
Diluted and Basic Earnings (loss) per share:  . . . . . .  $          0.02   $          0.05        ($0.01)  $     0.01 
                                                           ===============  ================  =============  ===========
Diluted and Basic Number of Shares Outstanding: . . . . .       24,550,062         8,431,450    17,411,836    8,032,899 
                                                           ===============  ================  =============  ===========


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

<PAGE>
<TABLE>
<CAPTION>
                       Entertainment Digital Network, Inc.
                       CONSOLIDATED STATEMENT OF CASH FLOWS
                 for the Six Months ended March 31, 1999 and 1998

                                                         03/31/99      03/31/98
                                                        (Unaudited)   (Unaudited)
                                                        -----------   -----------
<S>                                                    <C>           <C>
Cash flows from operating activities:
  Net income. . . . . . . . . . . . . . . . . . . . .  $   405,877   $   461,351 

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

    Depreciation and amortization . . . . . . . . . .       74,479        94,539 
    Provision for doubtful accounts . . . . . . . . .        4,248       (14,319)
    Noncash compensation expenses . . . . . . . . . .            -        21,244 
    Gain from sale of assets - IBS. . . . . . . . . .     (663,530)            - 
    Increase in accounts receivable . . . . . . . . .      (93,647)       (7,575)
    Increase in accounts receivable-related party . .       (9,903)            - 
    Decrease/(increase) in inventory. . . . . . . . .      (96,892)       32,085 
    Increase in prepaid expenses. . . . . . . . . . .      (17,878)            - 
    Increase in other current assets. . . . . . . . .      (60,908)      (13,451)
    Decrease in accounts payable
      and accrued expenses. . . . . . . . . . . . . .     (122,134)   (1,072,329)
    Decrease in deferred revenue. . . . . . . . . . .      (31,870)      (93,069)
                                                       ------------  ------------
    Net cash used by operating activities . . . . . .     (612,158)     (591,524)
                                                       ------------  ------------
Cash flows from investing activities:

  Purchase of property and equipment. . . . . . . . .      (83,104)      (13,752)
  Sale of property and equipment. . . . . . . . . . .            -         9,844 
  Proceeds from sale of assets. . . . . . . . . . . .    1,000,000       495,000 
                                                       ------------  ------------
    Net cash provided by investing activities . . . .      916,896       491,092 
                                                       ------------  ------------
Cash flows from financing activities:

  Repayment on borrowings . . . . . . . . . . . . . .     (308,214)     (278,489)
  Proceeds from borrowings. . . . . . . . . . . . . .      200,000       437,667 
  Repayments on capital leases. . . . . . . . . . . .       (8,100)      (18,705)
  Repayment on Settlement of Claim in Equity. . . . .      (50,000)            - 
  Issuance of Common Stock  . . . . . . . . . . . . .       76,293           888 
                                                       ------------  ------------

    Net cash provided/(used) by financing activities.      (90,021)      141,361 
                                                       ------------  ------------
      Net increase in cash. . . . . . . . . . . . . .      214,717        40,929 
                                                       ============  ============
Cash at beginning of period . . . . . . . . . . . . .       88,470         1,176 
                                                       ------------  ------------
Cash at end of period . . . . . . . . . . . . . . . .  $   303,187   $    42,105 
                                                       ============  ============

            The accompanying notes are an integral part of these
                   consolidated financial statements.
</TABLE>
<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
Transition  Report  on  Form  10-QSB  for  the transition period July 1, 1998 to
September  30,  1998. 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 income 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
Transition  Report  on  Form  10-QSB  for  the transition period July 1, 1998 to
September  30,  1998.

2.     Consolidation
       -------------
     The  consolidated  financial statements include the accounts of the Company
and its wholly owned subsidiary:  Entertainment Digital Network (EDN).  Material
inter-company  transactions  and  balances have been eliminated.  The Company is
51%  owned  by  Visual  Data  Corporation  ("VDC").

3.     Loss  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  periods.  The
computation  of  net  income  (loss)  per  share  was  as  follows:

<TABLE>
<CAPTION>
                                                 Income/(loss)    Shares      Per Share
                                                   Numerator    Denominator    Amount
                                                 -------------  -----------  ----------
<S>                                              <C>            <C>          <C>
Six months ended March 31, 1999:
  Operating income/(loss) per share . . . . . .  $   (262,053)   17,086,836      Nil
  Other income. . . . . . . . . . . . . . . . .       667,930                $     0.04
  Effect of dilutive stock options and warrants                   7,463,226            
                                                 -------------  -----------  ----------
  Diluted earnings per share. . . . . . . . . .  $    405,877    24,550,062  $     0.02
                                                 =============  ===========  ==========
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                 Income/(loss)    Shares     Per Share
                                                   Numerator    Denominator    Amount
                                                 -------------  -----------  ----------
<S>                                              <C>            <C>          <C>
Six months ended March 31, 1998:
  Operating income/(loss) per share . . . . . .  $     (56,265)   7,935,128      Nil
  Other income. . . . . . . . . . . . . . . . .        517,616               $     0.07
  Effect of dilutive stock options and warrants                     496,322            
                                                 --------------  ----------  ----------
Diluted earnings per share. . . . . . . . . . .  $     461,351    8,431,450  $     0.05
                                                 ==============  ==========  ==========
</TABLE>

At  March  31,  1999,  options and warrants for the purchase of 8,733,736 common
shares  at prices ranging from $1.00 to $2.50 per share were not included in the
computation of diluted earnings per share as the exercise price was greater than
the  average  market  price  of  common  shares.

4. Secured Note Receivable - Related Party
   ---------------------------------------  
A note  receivable  with  face  value of  $283,746,  due from VDC is part of the
payment  resulting  from VDC's  purchase of  8,653,419  shares of the  Company's
Common Stock.  VDC has 51% ownership of the Company.  The acquired  Common Stock
and a second  mortgage  secure  the note.  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.

                                        5
<PAGE>
At  March  31,  1999, VDC owed the Company $27,403 for the purchase of equipment
and  $15,508  of  accrued  interest  on  the  note  receivable.

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  ("Buyer"),  a  wholly-owned  subsidiary  of
Attachmate  Corporation  of  Bellevue, Washington. The transaction was completed
for  a  total  of  $1,000,000,  of  which  $100,000 was deposited into an escrow
account. The balance is to be released in full to the Company in increments upon
the termination of the statute of limitations governing certain potential claims
against IBS or the Buyer connected with the disposition of IBS's assets, or upon
the  earlier  agreement  of  the  Buyer.

6.  Subscription  Receivable
    ------------------------
A  subscription  receivable  in  the  amount  of  $76,250  was  due from VDC for
exercising  762,500 warrants of the Company's stock.  The funds were received on
April  7,  1999.

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, a member of the Company's and
VDC's  Board  of  Directors.  VDC  owns a 51% share of the Company.  The Company
transferred the principal to an interest-bearing Equipment Purchase Repo Account
("Account").  This  Account  was  restricted  to  solely purchasing equipment to
fulfill  existing  customer  orders.  The  Note was paid in full on December 30,
1998  and  included  interest  accrued  through  December  31,  1998.

Notes  payable-related  party  consist  of  the  following:

<TABLE>
<CAPTION>
                                                                 March 31,  Sep 30,
                                                                   1999      1998
                                                                  -------  --------
<S>                                                               <C>      <C>
Note payable to Eric Jacobs, a director of VDC and the
  Company, 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
  March 31, 1999 is $607.50.  The notes are subordinated to the
  $250,000 credit line discussed below.
                                                                  $40,500  $ 40,500
                                                                  -------  --------
Total notes payable-related party. . . . . . . . . . . . . . . .  $40,500  $240,500
                                                                  =======  ========
</TABLE>
<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,  1999,  our  revenues  were  $889,737,
representing  a decrease  of 16%  compared  to  revenues  of  $1,059,904  in the
comparable  period last year.  Revenues  for the six months ended March 31, 1999
decreased 7% to $1,917,295  compared to revenues of $2,068,561 in the comparable
period last year.  These  decreases  are primarily due to the sale of our wholly
owned  subsidiary IBS, which took place in December 1998 as part of our decision
to re-focus  activities  on  audio/video  digital  transmission  and  webcasting
activities.  The 16% decrease in revenue in the current  quarter  resulted  from
losing  $304,925 in sales from Internet  business  consulting  and hosting fees.
This decrease is offset with increased  revenues from audio  equipment sales and
the start up of our webcasting services in partnership with P.R. Newswire.

Gross Profit  decreased  to $259,488 or 29% of sales,  in the three months ended
March 31, 1999 compared to $371,482,  or 35% of sales, in the comparable  period
last year.  For the six months  ended March 31, 1999 gross  profit  decreased to
$582,164  or 30% of  sales,  from  $702,035,  or 34% of sales in the  comparable
period  last  year.  Gross  profit  for the  current  quarter  and  year to date
decreased  primarily  because  of the  sale  of the  assets  of IBS,  which  had
contributed  $162,866  and  $428,106,  respectively  to  gross  profit  in those
periods. The loss of IBS's hosting services, which generated higher gross profit
percentages  than other  services,  reduced gross profit  percentages  for those
periods.

Operating expenses  (including Sales & Marketing,  and General & Administrative)
decreased  to $424,276  in the three  months  ended  March 31, 1999  compared to
$454,487  in the  equivalent  period last year.  During the quarter  there was a
reduction  of $133,572 in operating  expenses  due to the sale of IBS.  However,
this was offset by  non-recurring  increases in legal and accounting fees due to
the change of domicile from Colorado to Delaware,  and the  registration on Form
S-3 of certain shares of Common Stock,  filed April 30, 1999.  The  registration
relates to the offer and sale of up to  2,900,439  shares of Common Stock issued
or  issuable  to certain  third  parties  upon their  exercise  of Common  Stock
purchase  warrants at prices ranging from $0.10 to $1.25 per share.  The Company
will not  receive  proceeds  directly  from the sale of those  shares  of Common
Stock,  but we expect the  exercise  of warrants  to yield up to  $1,731,844  in
proceeds to fund the working capital  requirements of our expanded digital audio
and video transmission and webcasting activities. For the six months ended March
31,  1999  operating  expenses  increased  to  $840,217  from  $755,901  in  the
equivalent period last year. There were significant expenditures for the current
six months ended such as:  non-recurring  legal and accounting  costs associated
with the IBS sale,  additional  year end audit and tax returns due to the change
in fiscal year,  re-incorporation,  S-3 Registration and the first shareholders'
meeting.

                                        6
<PAGE>


The decrease in other income from $198,101 to $5,530 for the three-month  period
ending  March  31,  1999  compared  to the  corresponding  period  last year was
primarily attributable to the restructuring of accounts payable for $135,000 and
write off of a note payable for $100,000. For the six-month periods ending March
31, 1999, and March 31, 1998,  other income increased to $667,930 from $517,617.
The current  year to date other  income was  attributable  to the IBS sale.  The
prior year to date other income was due to the restructuring of accounts payable
and the gain from the sale of our investment in Breakthrough Software.

The decrease in interest  expense and increase in interest  income is due to the
restructuring  of senior notes on June 30, 1998 and interest  income  accrued of
$16,287 on both the notes  receivable  from VDC and the  $100,000  in escrow due
from the sale of IBS. This resulted in lowering interest expense from $16,192 to
interest  income  of $7,930  for the  three  months  ended  March  31,  1999 and
decreasing  interest  expense from $33,461 to interest  income of $7,432 for the
six months ended March 31, 1999 compared to the comparable  periods in the prior
year.

For the three months ended March 31, 1999, we incurred a net loss of $159,258 or
($0.01) per share based on a weighted-average  of 17,411,836 shares outstanding,
which is in line with our forecast. This compares with a net income of $115,096,
or $0.01 per share based on a  weighted-average  of 8,032,899 shares outstanding
in the prior year for the comparable period. Net income for the six months ended
March 31, 1999 was $405,877,  or $0.02 per share based on a weighted-average  of
17,086,836 shares outstanding,  compared with a net income of $461,351, or $0.05
per share, based on a weighted-average of 8,431,450 shares in the prior year.

FINANCIAL  CONDITION,  LIQUIDITY,  AND  CAPITAL  RESOURCES

At March 31, 1999, we had an  accumulated  deficit of $5,728,532  and a positive
net working capital of $578,408.  This compares to a March 31, 1998  accumulated
deficit of $6,679,733 and a negative net working  capital of  $1,195,946.  VDC's
investment in Entertainment  Digital Network,  Inc. and the restructuring of our
accounts  and notes  payable  had a  positive  impact  on  working  capital  and
accumulated  deficit.  Our working capital  improved from a negative  $17,695 at
September  30,  1998 to  $578,408  at March 31,  1999,  due to the sale of IBS's
assets.

We believe  we have  sufficient  working  capital  to fund our  current  plan of
operation.  We  anticipate  increasing  revenues  from the  introduction  of new
services,  including:  sales of the Telestream "ClipMail Pro" high quality video
delivery  system;  video  networking  services  based  on high  speed  bandwidth
connections  via DSL  and  frame  relay  T1 to the  ClipMail  Pro  systems;  and
webcasting services. We have available a $250,000 Line of Credit with Union Bank
of California and several leasing facilities. We also anticipate receiving up to
$1,731,844  in May 1999 from the  exercise of warrants  in  connection  with the
registration on Form S-3 of the underlying shares of Common Stock.

                                        7
<PAGE>

READINESS  FOR  YEAR  2000

We are aware of the issues  associated  with the  programming  code in  existing
computer  systems as the year 2000  approaches.  The year 2000 issue  relates to
whether  computer  systems  will  properly  recognize  and  process  information
relating  to dates in and after  the year  2000.  These  systems  could  fail or
produce  erroneous  results if they cannot  adequately  process dates beyond the
year 1999 and are not  corrected.  Many  people  in the  software  industry  are
uncertain about the potential  consequences  that may result from the failure of
software to adequately address the year 2000 issue.

We have  reviewed the software  and  hardware we use  internally  in our support
systems to determine whether they are year 2000 compliant. We are confident that
we have already taken or soon will be able to complete the work required to make
our systems,  products and infrastructure  year 2000 ready. Most of our software
has already been upgraded by the  manufacturer or was recently  purchased and is
year 2000  compliant.  There are no  technological  issues  in the  hardware  or
software  that we sell or rent to our clients that will be affected by year 2000
issues.

We do not  believe  that the  aggregate  cost for the year  2000  issue  will be
material, but we cannot predict the effect of the year 2000 issue on many of the
entities  with  which we  transact  business.  We are  evaluating  the year 2000
readiness of our  consultants,  vendors and  suppliers.  Where we determine that
critical  suppliers are not year 2000 ready,  we will monitor their progress and
take appropriate actions. In particular,  the telephone companies that supply us
with services  must be year 2000 ready in order to avoid major  billing  errors.
Though we may  experience  some  temporary  delay in our  ability to  accurately
rebill customers,  we do not foresee any permanent liability,  should some error
occur on the part of these suppliers.

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 our 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;  our ability to manage 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  5.  Other  Information

None


Item  6.  Exhibits  and  Reports  on  Form  8-K

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

                                        9
<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.


                                             Entertainment Digital Network, Inc.



May  17,  1999                               By:  __________________
Tom  Kobayashi
                                                  Chairman  and  CEO



                                             By:  __________________
                                                  David  Gustafson
                                                  President
                                       10