POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934, as amended
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EDnet, INC.
(Name of Small Business Issuer in its charter)
Colorado 84-1273795
- -------------------------------- --------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Union Street, San Francisco, California 94111
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (415) 274-8800
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered: each class is to be registered:
NONE NOT APPLICABLE
Securities to be registered under Section 12(g) of the Act:
Common Stock ($.001 par value per share)
--------------------------------------------
(Title of Class)
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PART F/S
FINANCIAL STATEMENTS
Footnote 12 to the audited financial statements for EDnet, Inc. for the
year ended June 30, 1996 is hereby amended and restated to read in its entirety
as follows:
"12. Supplemental Disclosures of Noncash Investing and Financing
Activities:
The following noncash activity occurred during the periods
under audit as follows:
o The Company entered into capital leases for office and
computer equipment in the amount of $12,901 and $66,408, for
the years ended June 30, 1995 and 1996, respectively.
o During the fiscal year 1996, the Company issued 395,228 shares
of its common stock to officers and employees of the Company
in lieu of payroll resulting in a noncash compensation charge
of $51,002. The shares were valued using an estimation of the
fair value of the stock by management and the Board of
Directors.
o In connection with the merger with APO (Note 1) in 1995, the
Company issued 747,500 shares of common stock in exchange for
the net assets of APO totaling $4,275. The transaction has
been recorded as a recapitalization with the issuance of stock
for assets and no goodwill.
o The Company issued 390,000 of its shares of common stock in
consideration for consulting services performed during fiscal
year 1996. At the time of issuance these shares were valued at
the closing bid price on the date of issuance discounted due
to certain restrictions regarding the lack of liquidity in the
near term. The total amount of $414,375 was charged to
compensation expense.
o In conjunction with the acquisition of IBS during fiscal year
1996 (Note 1), the Company issued notes payable totaling
$500,000 (Note 5) and 311,284 shares of common stock valued at
$622,257. The shares were valued by comparing the closing
price of common shares concurrently being issued under a
Regulation D offering which included one common share and one
warrant and subsequently discounted due to the fact that the
liquidity of the shares was restricted to a future date."
2
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
EDnet, INC.
(Registrant)
Date: February 21, 1997 By: /s/Tom Kobayashi
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Tom Kobayashi,
Chairman and Chief
Executive Officer
Date: February 21, 1997 By: /s/David Gustafson
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David Gustafson,
President and Chief
Operating Officer
