EDNET INC
8-K/A, 1997-12-19
COMMUNICATIONS SERVICES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549



                                   FORM 8-K/A



                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): November 24, 1997


                                   EDnet, INC.
             (Exact name of registrant as specified in its charter)


                                    Colorado
          State or other jurisdiction of incorporation or organization


     000-21659                                           84-1273795
(Commission File No.)                       (I.R.S. Employer Identification No.)


                                One Union Street
                         San Francisco, California 94111
               Address of principal executive offices and zip code


       Registrant's telephone number, including area code: (415) 274-8800


                                                        Total number of pages: 2



<PAGE>


Item 4   Changes in Registrant's Certifying Accountants.

         Coopers & Lybrand L.L.P. (C&L) resigned as EDnet's principal accountant
         as of November 24, 1997, due to non-payments of fees for prior audits.

         C & L's audit  opinion as of June 30, 1996 and for years ended June 30,
         1996  and  1995  was  modified  to  include  an  explanatory  paragraph
         regarding the Company's  ability to continue as a going  concern.  Note
         that C & L did not perform an audit for the year ended June 30, 1997.

         There were no  recommendation  or  approval  to change  accountants  by
         EDnet's Board of Directors.

         During the two most recent  fiscal  years  preceding  the  resignation,
         there  were no  disagreements  with C & L on any  matter of  accounting
         principles or practices,  financial statement disclosures,  or auditing
         scope  or  procedure.  Additionally,  none  of  the  events  listed  in
         Regulation S-K, section (a)(1)(v)(A) through (D) occurred.

         During the period  subsequent  to the last  fiscal  year audit for year
         ended  June 30,  1996 until  their  resignation  as  EDnet's  principal
         auditor on November  24, 1997 there were no  disagreements  with C&L on
         any matter of accounting  principles or practices,  financial statement
         disclosures  or  auditing  scope or  procedure.  Note  that C&L did not
         perform  an audit for the year  ended  June 30,  1997 or for any period
         subsequent to June 30, 1997.

Item 7   Financial Statements and Exhibits.

         (c) Exhibits

         Letter from Coopers & Lybrand L.L.P. dated November 24, 1997 confirming
         the  client-auditor  relationship  between  EDnet,  Inc.  and Coopers &
         Lybrand L.L.P. has ceased.

         Letter from Coopers & Lybrand  L.L.P.  dated  December 17, 1997 stating
         that it agrees with statements made by EDnet, Inc.,  pursuant to Item 4
         of Form 8-K, as part of the Company's  Form 8-KA report dated  December
         18, 1997.


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.


                                                          EDNET, INC.


December 18, 1997                                         By: /s/ Tom Kobayashi
                                                              ------------------
                                                              Tom Kobayashi
                                                              Chairman and CEO

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