EDNET INC
NT 10-K, 1997-09-30
COMMUNICATIONS SERVICES, NEC
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC File No:  000-21659

(Check One):
[X] Form 10-K and Form 10-KSB [ ] Form 20-F 
[ ] Form 11-K [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR

For Period Ended:  June 30, 1997
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:

Read Attached Instruction Sheet Before Preparing Form.  
Please Print or Type.

Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:


Part I - Registrant Information

Full Name of Registrant:  EDnet, Inc.

Former Name if Applicable:


Address of Principal Executive Office (Street and Number):
One Union Street, San Francisco, California 94111


Part II - Rules 12b-25(b) and (c)

If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to 
Rule 12b-25(b), the following should be completed.  
(Check box if appropriate.)

[X] (a) The reasons described in reasonable detail in Part III 
of this form could not be eliminated without unreasonable effort 
or expense;

[X] (b) The subject annual report, semi-annual report, 

<PAGE>

transition report on Form 10-K, Form 20-F, 11-K or 
Form N-SAR, or portion thereof will be filed on or before the
fifteenth calendar day following the prescribed due date; 
or the subject quarterly report or transition report on
Form 10-Q, or portion thereof will be filed on or before 
the fifth calendar day following the prescribed due date; and

[ ] (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.


Part III - Narrative

State below in reasonable detail the reasons why Form 10-K and 
Form 10-KSB, 20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the 
transition report or portion thereof could not be filed within 
the prescribed period.

See Part III Narrative attached hereto.
(Attach Extra Sheets if Needed)


Part IV - Other Information

(1) Name and telephone number of person to contact in regard 
to this notification

(Name)          (Area Code)   (Telephone Number)
Tom Kobayashi  (415)            274-8804
Chairman and Chief Executive Officer

(2) Have all other periodic reports required under Section 13 
or 15(d) of the Securities and Exchange Act of 1934 or 
Section 30 of the Investment Company Act of 1940 during the
preceding 12 months or for such shorter period that the 
registrant was required to file such report(s) been filed?
If the answer is no, identify report(s).

[X] Yes     [ ] No

(3) Is it anticipated that any significant change in results 
of operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be 
included in the subject report or portion thereof?

[X] Yes     [  ] No

If so, attach an explanation of the anticipated change, 
both narratively and quantitatively, and, if appropriate, 
state the reasons why a reasonable estimate of the results 
cannot be made.

Although the financial statements have not yet been finalized, it is anticipated
that the Company  will have a loss in the amount  $4.3  million as compared to a
loss of
<PAGE>

1.2 million in the  corresponding  period of the last fiscal year. This increase
is primarily the result of expanded  research and  development  described in the
Company's  Form  10-QSB  for its fiscal  quarter  ended  December  31,  1996,  a
write-off of goodwill in connection with the Company's  previous  acquisition of
Internet Worldwide Business Solutions,  Inc., and other  non-recurring  expenses
incurred durng the fiscal year ended June 30, 1997.


(Name of Registrant as specified in charter)
EDnet, Inc.

has caused this notification to be signed on its behalf by the 
undersigned thereunto duly authorized.

Date:  September 30, 1997

By: /s/ TOM KOBAYASHI
    --------------------------------------
    Tom Kobayashi, Chairman


INSTRUCTION:  The form may be signed by an executive officer of the
registrant or by any other duly authorized representative.  
The name and title of the person signing the form shall be typed 
or printed beneath the signature.  If the statement is signed on
behalf of the registrant by an authorized representative (other
than an executive officer), evidence of the representative's
authority to sign on behalf of the registrant shall be filed 
with the form.


EDnet, Inc.

Form 12b-25 With Respect to Annual Report
on Form 10-KSB for Year Ending June 30, 1997


PART III - NARRATIVE

Registrant's  Annual Report on Form 10-KSB for the year ended June 30, 1997 will
not be filed by September  30, 1997 due to the fact that the Company has devoted
most of its time and resources in trying to obtain equity financing, and has not
yet completed  the Form 10-KSB.  It is not clear at this time whether the 10-KSB
will be complete within the fifteen day period allowed by this Form 12B-25,  and
it is  unlikely  that an audit of the  financial  statements  will be  completed
during that time.




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