EDNET INC
8-K, 1998-12-08
COMMUNICATIONS SERVICES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                   FORM 8-K

                                CURRENT REPORT

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



         Date of Report (Date of earliest event reported): December 4, 1998



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



           Colorado                 000-21659               84-1273795
- ----------------------------   --------------------     -------------------
       (State or other         (Commission File No.)   (IRS Employer ID No.)
jurisdiction of incorporation)


    One Union Street, San Francisco, California                     94111
- -------------------------------------------------------            --------
    (Address of principal executive office)                       (Zip Code)


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




<PAGE>



Item 2  Disposition of Assets of Wholly-Owned Subsidiary.  

        On December 4, 1998, EDnet, Inc., ("EDnet") executed a binding letter of
intent (the "Letter of Intent") with Enterprise Communications Consulting, Inc.,
a Washington Corporation ("Buyer") and a  wholly-owned  subsidiary of Attachmate
Corporation of Bellevue, Washington, which provided for the acquisition by Buyer
of  all  of  the  assets  of  EDnet's  wholly-owned subsidiary Internet Business
Solutions, Inc. ("IBS"),  a California corporation.   Additionally,  Buyer  will
assume certain outstanding liabilities of IBS.  The Letter of Intent anticipates
that this acquisition  will close on December 11, 1998,  and it includes certain
conditions precedent to closing, including but not limited to  the completion of
certain consents to assignment of property.

        As consideration for the IBS assets, Buyer will pay EDnet a total of one
million dollars  ($1,000,000)  in  immediately  available funds,  and Buyer will
assume certain of IBS's oustanding liabilities.

        The assets to be acquired by Buyer include office and computer equipment
used by IBS  in  its  business  of  web site  development and design, as well as
receivables and certain other intangible assets.   Buyer is expected to continue
IBS's business of web site development and design.


<PAGE>



         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 hereunto duly authorized.

December 7, 1998                                   EDnet, INC.



                                                   By: /s/ Tom Kobayashi
                                                   -----------------------
                                                   Tom Kobayashi,
                                                   Chairman and
                                                   Chief Executive Officer






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