================================================================================
        As filed with the Securities and Exchange Commission on October 5, 2000
                                                            File No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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



           COLORADO                                      84-0644739
           --------                                      ----------
  (State or other jurisdiction of                     (I.R.S. Employer
   incorporation or organization)                    Identification No.)


          2290 Lee Road,  Winter Park, Florida            32789
      (Address of principal executive offices)         (Zip Code)

      Registrant's telephone number, including area code: (407) 702-2000.

                            Consulting Agreement with
                                   Kevin Welch
    ------------------------------------------------------------------------
                            (Full title of the plan)


            Corporate Service Bureau, 1560 Broadway, Denver, CO 80902
                     (Name and Address of Agent for Service)

                                 (303) 894-2241
          (Telephone number including area code, of agent for service)




                                        1

<PAGE>

                         CALCULATION OF REGISTRATION FEE

                                               Proposed     Proposed
                                               Maximum       Maximum
Title of Securities             Amount of      Offering     Aggregate   Amount
Securities to be Registered    Shares to be    Price Per    Offering    of Reg.
                                Registered(1)    Share       Price     Fee(1)(2)
---------------------------    ------------    ---------    ---------   -------
$.001 par value Common            500,000       $0.0333      $16,650    $ 4.40
  Stock
         Totals                   500,000       $0.0333      $16,650    $ 4.40
-------------------------------------------------------------------------------

Total No. of pages: 21                             Exhibit Index on Page No: 13


     (1)  Pursuant to Rule 416(c)  promulgated under the Securities Act of 1933,
          as amended,  the  Registration  Statement also covers an indeterminate
          amount of Shares to be offered or sold as a result of any  adjustments
          from stock splits, stock dividends or similar events.

     (2)  Based upon the option  price  contained  in the  consulting  agreement
          between the Registrant and Kevin Welch.

                                        2

<PAGE>



                                   PROSPECTUS

                                   FDN, INC..
                                  2290 LEE ROAD
                              WINTER PARK, FL 32789
                                 (407) 702-2000

                        (500,000 SHARES OF COMMON STOCK)



     This  Prospectus  relates  to the offer and sale by FDN,  INC.,  a Colorado
corporation  ("the Company") of shares of its $0.001 par value common stock (the
"Common  Stock)  to a  certain  consultant  of the  Company  (the  "Consultant")
pursuant to agreements entered into between the Company and the Consultant.  The
Company is registering  hereunder and then issuing a portion of the common stock
monthly upon receipt by the Company of adequate  consideration  therefore to the
Consultant up to a total of 500,000 shares of its Common Stock in  consideration
for services rendered and to be rendered under the agreements.

     The Common  Stock is not  subject to any  restriction  on  transferability.
Recipients of shares other than persons who are affiliates of the Company within
the meaning of the  Securities Act of 1933 (the Act) may sell all or part of the
shares  in any way  permitted  by law  including  sales in the  over-the-counter
market  at  prices  prevailing  at the  time of such  sale.  None of the  shares
registered  hereunder  are  being  sold to  anyone  who is an  affiliate  of the
Company.  An  affiliate  is,  summarily,  any  director,  executive  officer  or
controlling shareholder of the Company. The affiliates of the Company may become
subject to Section 16(b) of the Securities  Exchange Act of 1934 as amended (the
Exchange  Act) which would limit their  discretion  in  transferring  the shares
acquired in the Company.  If the Consultant who is not now an affiliate  becomes
an affiliate  of the Company in the future;  he would then be subject to Section
I(b) of the Exchange Act (See General Information --- Restrictions on Resale).

The Common Stock is Listed on the OTC bulletin board.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.




                 The date of this Prospectus is October 2, 2000












                                       3

<PAGE>


     This Prospectus is not part of any  Registration  Statement which was filed
and been effective  under the Securities Act of 1933 as amended (the  Securities
Act) and does not contain all of the information  set forth in the  Registration
Statement, certain portions of which have seen offered pursuant to the rules and
regulations  promulgated  by the U.S.  Securities and Exchange  Commission  (The
Commission)  under the Securities  Act. The statements in this  Prospectus as to
the contents of any contracts or other  documents  filed as an exhibit to either
the  Registration  Statement or other filings of the Company with the Commission
are qualified in their entirety by the reference thereto.

     A copy of any  document or part thereof  incorporated  by reference in this
Prospectus  but not  delivered  herewith will be furnished  without  charge upon
written or oral request.  Requests  should be addressed to: FDN, INC.,  2290 Lee
Road, Winter Park, FL 32789, telephone (407) 702-2000.

     The Company is subject to the  reporting  requirements  of the Exchange Act
and in  accordance  therewith  files  reports  and  other  information  with the
Commission.  These  reports  as  well  as  the  proxy  statements,   information
statements and other information filed by the Company under the Exchange Act may
be reviewed  and copied at the public  reference  facilities  maintained  by the
Commission at 450 Fifth Street N.C. Washington D.C. 20549. Copies my be obtained
at the prescribed  rates. In addition the Common Stock is quoted on an automated
quotation system maintained by the National  Association of Securities  Dealers,
Inc.  (NASD).  Thus  copies  of these  reports,  proxy  statements,  information
statements and other information may also be examined at the offices of the NASD
at 1735 K Street N.C. Washington DC 20549.

     No  person  has  been  authorized  to give any  information  or to make any
representation,  other than those contained in this Prospectus,  and if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company.  This Prospectus does not constitute an offer or
a  solicitation  by anyone in any state in which  such is not  authorized  or in
which  the  person  making  such  is not  qualified  or to any one to whom it is
unlawful to make an offer or solicitation

     Neither the delivery of this  Prospectus nor any sale made hereunder  shall
under any circumstances  create any implication that there has not been a change
in the affairs of the Company since the date hereof.









                                        4

<PAGE>



                                TABLE OF CONTENTS


PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS                         6

ITEM 1. PLAN lNFORMATION                                                     6

GENERAL lNFORMATION                                                          6
The Company                                                                  6
Purpose                                                                      6
Common Stock                                                                 6
The Consultant                                                               6
No Restrictions on Transfer                                                  6
Restrictions on Resales                                                      7

DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION                 7

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

Legal Opinion and Experts                                                    7
Indemnification of Officers and Directors                                    8

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT                           8

ITEM 3.  lNCORPORATION OF DOCUMENTS BY REFERENCE                             8

ITEM 4.  DESCRIPTION OF SECURITIES                                           8

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL                              8

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                           9

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED                                 9

ITEM 8.  EXHIBITS                                                           10

ITEM 9.  UNDERTAKINGS                                                       10

EXHIBIT INDEX                                                               13



                                        5

<PAGE>



                                     PART 1

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information

GENERAL INFORMATION

The Company

     The Company has its  principal  offices at 2290 Lee Road,  Winter Park,  FL
32789, telephone (407) 702-2000.

Purposes

     The Common  Stock will be issued by the Company  pursuant  to an  agreement
entered into between the Consultant and the Company and approved by the Board of
Directors of the Company (the "Board of  Directors").  The agreement is intended
to provide a method  whereby  the  Company  may be  stimulated  by the  personal
involvement  of the  Consultant in the Company's  mergers and  acquisitions  and
strategic  planning thereby  advancing the interests of the Company,  and all of
its  shareholders.  A copy of the agreement has been filed as an exhibit to this
Registration Statement.

Common Stock

     The Board has authorized the issuance of up to 500,000 shares of its Common
Stock to the  Consultant  upon  effectiveness  of this  Registration  Statement.
Previously, the Company gave Consultant an option to purchase the 500,000 shares
included in this Registration at a price of $0.10 per share.

The Consultant

     The  Consultant  has  agreed to  provide  its  expertise  and advice to the
Company on a non-exclusive basis for the purpose of assisting the Company in its
identifying  acquisition targets and structuring mergers and other acquisitions.
Further, the Consultant  shall  assist the Company  with  strategic  planning as
required and requested by the Company.

No Restrictions on Transfer

     The Consultant will become the record and beneficial owner of the shares of
Common Stock upon their issuance and delivery and is thereby  entitled to all of
the rights of ownership,  including the right to vote any shares  awarded and to
receive ordinary cash dividends on the Common Stock.


                                     6

<PAGE>

Restrictions of Resales

     In the event that an  affiliate  of the Company  acquires  shares of Common
Stock hereunder,  the affiliate will be subject to Section 16(b) of the Exchange
Act.  Further,  in the event that any affiliate  acquiring  shares hereunder has
sold or sells  any  shares  of  Common  Stock  in the six  months  preceding  or
following the receipt of shares hereunder,  any so called "profit",  as computed
under Section 16(b) of the Exchange Act,  would be required to be disgorged from
the recipient to the Company.  Services  rendered have been  recognized as valid
consideration  for the  "purchase"  of shares in  connection  with the  "profit"
computation under Section 16(b) of the exchange Act. The Company has agreed that
for the purpose of any "profit"  computation  under 16(b) the price paid for the
common stock issued to affiliates is equal to the value of services rendered and
the option  price.  Shares of common Stock  acquired  hereunder by persons other
than affiliates are not subject to Section 16(b) of the Exchange Act.


DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION

         The Company  hereby  incorporates  by reference  (i) its report of Form
8-K/A which contains audited  financial data filed pursuant to the Securities or
Exchange Act,  (ii) any and all Forms 10-Q (10- QSB) filed under the  Securities
or Exchange Act  subsequent  to any filed form 10-K (or 10-KSB),  as well as all
other  reports  filed under Section 13 of the Exchange Act, and (iii) its annual
report, if any, to shareholders delivered pursuant to Rule 14a-3 of the Exchange
Act. In addition, all further documents filed by the Company pursuant to Section
13, 14, or 15(d) of the Exchange Act prior to the  termination  of this offering
are deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing.  All documents  which when together,  constitute
this  Prospectus,  will be sent or given to  participants  by the  Registrant as
specified by Rule 428(b)(1) of the Securities Act.


Item 2.  Registrant Information and Employee Plan Annual Information

     A copy of any  document or part hereof  incorporated  by  reference in this
Registration  Statement but not delivered  with this  Prospectus or any document
required to be delivered  pursuant to Rule 428(b) under the  Securities Act will
be furnished  without  charge upon written or oral request.  Requests  should be
addressed to: FDN, INC., 2290 Lee Road,  Winter Park, FL 32789,  telephone (407)
702-2000.

Legal Opinions and Experts

     Warren J. Soloski has rendered an opinion on the validity of the securities
being registered.  Mr. Soloski is not an "affiliate" of the Company and does not
have any interest in the registrant.

     The financial  statements of FDN,  INC.,  incorporated  by reference in the
Company's  Current  Report (Form 8-K/A) for the period ended  December 31, 1999,
have been audited by Lazar,  Levine & Felix, LLP, Certified Public  Accountants,
independent  auditors,  as set  forth in their  report  incorporated  herein  by
reference  and are  incorporated  herein in reliance upon such report given upon
the authority of the firm as experts in auditing and accounting.

                                        7

<PAGE>

Indemnification of Officers and Directors

     Insofar as indemnification of liabilities  arising under the Securities Act
may be permitted to directors, officers, or persons controlling the company, the
company  has  been  informed  that  in  the  opinion  of  the  commission   such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     Registrant  hereby  states that (i) all  documents set forth in (a) through
(c), below, are incorporated by reference in this  registration  statement,  and
(ii) all documents  subsequently filed by registrant  pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  registration
statement and to be a part hereof from the date of filing of such documents.

          (a)  Registrant's  latest Annual  Report,  whether  filed  pursuant to
     Section 13(a) or 15(d) of the Exchange Act;

          (b) All other reports filed  pursuant to Section 13(a) or 15(d) of the
     Exchange Act since the end of the fiscal year covered by the annual  report
     referred to in (a), above; and

          (c) The latest  prospectus  filed  pursuant to Rule  424(b)  under the
     Securities Act.


Item 4.   Description of Securities

     No description of the class of securities (i.e., the $.001 par value Common
Stock ) is required under this item because the common Stock is registered under
Section 12 of the Exchange Act.


Item 5.   Interests of Named Experts and Counsel

     Mr.   Soloski,   whose  firm  is  rendering  the  legal  opinion  for  this
registration,  will not benefit from the  registration of shares under the terms
of the consulting agreement.

                                       8
<PAGE>

Item 6.   Indemnification of Directors and Officers

     The company's  by-laws,  in accordance with Colorado  Business  Corporation
Act,  provide  that to the extent  he/she is  otherwise  fairly  and  reasonably
entitled  thereto,  the Company shall indemnify a Director or Officer,  a former
Director or Officer, or a person who acts or acted at the Company's request as a
Director or Officer of a body  corporate  of which the  Corporation  is or was a
shareholder  9 or creditor (or a person who  undertakes  or has  undertaken  any
liability on behalf of the Company or any such body  corporate and his heirs and
legal  representatives,  against all costs,  charges and expenses,  including an
amount  paid to settle an action or satisfy a judgment,  reasonably  incurred by
him in respect of any civil,  criminal or administrative action or proceeding to
which he is made a party by reason of being or having been a Director or Officer
of the Company or such body corporate, if

     (a)  he acted  honestly and in good faith with a view to the best interests
          of the Company; and

     (b)  in the case of a criminal or administrative  action or proceeding that
          is  enforced  by a monetary  penalty,  he had  reasonable  grounds for
          believing that his conduct was lawful.

The Colorado  Business  Corporation  Act provides  that  directors  shall not be
personally  liable to the Company or its  shareholders  for monetary damages for
breach of fiduciary  duty as a director  except for liability (i) for any breach
of the directors' duty of loyalty to the Company or its  shareholders,  (ii) for
acts or omissions not in good faith or which involved intentional  misconduct or
a  knowing  violation  of law,  (iii) for  authorizing  a  distribution  that is
unlawful  , or (iv) for any  transaction  from  which the  director  derived  an
improper personal benefit.  Such provision  protects  directors against personal
liability for monetary damages for breaches of their duty of care.

The Company may purchase and maintain insurance for the benefit of its Directors
and Officers as such, as the Board of directors may from time to time determine.


Item 7.   Exemption from Registration Claimed

          Not Applicable.









                                       9
<PAGE>

Item 8.   Exhibits

     (a) The  following  exhibits  are  filed as part of this  S-8  registration
statement   pursuant  to  Item  601  of  Regulation  S-B  and  are  specifically
incorporated herein by this reference:

Exhibit No.          Title
-----------          -----
 4.                  Not Applicable

 5.                  Opinion of Warren J. Soloski, A Professional Corporation
                     regarding  the  legality of the securities registered.

10.                  Amended Consulting Agreement with Kevin Welch

15.                  Not Required

23.1                 Consent of Warren J. Soloski, A Professional Corporation,
                     special counsel to registrant, to the use of its  opinion
                     with  respect to the   legality  of  the   securities being
                     registered  hereby and to the  references to it in the
                     Prospectus filed as a part hereof.

23.2                 Consent of Lazar, Levine & Felix, LLP, Certified
                     Public Accountants

27.                  Not Required
28.                  Not Required
29.                  Not Required


Item 9.   Undertakings

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers and  controlling  persons of registrant
pursuant to the foregoing provisions, or otherwise,  registrant has been advised
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification  is against public policy as expressed in the Securities Act and
is  therefore  unenforceable.  If  a  claim  for  indemnification  against  such
liabilities  (other than the payment by registrant of expenses  incurred or paid
by a director,  officer or  controlling  person of registrant in the  successful
defense of any action, suit or proceeding) is asserted by such director, officer
or  controlling  person in  connection  with the  securities  being  registered,
registrant  will,  unless in the  opinion  of its  counsel  the  matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question whether such  indemnification is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.

     Registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement to:


                                       10
<PAGE>

           (i) include  any  prospectus  required  by  Section  10(a)(3)  of the
               Securities Act;

          (ii) reflect in the  prospectus  any facts or events arising after the
               effective date of the registration  statement (or the most recent
               post-effective  amendment thereof) which,  individually or in the
               aggregate, represents a fundamental change in the information set
               forth in the registration statement; and

         (iii) include  any  material  information  with  respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement.

               provided, however, paragraphs (i) and (ii) shall not apply if the
               information required to be included in a post-effective amendment
               by those  paragraphs is  incorporated  by reference from periodic
               reports filed by the registrant  small business  issuer under the
               Exchange Act.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities  Act,  each  post-effective  amendment to the  registration
          statement shall be deemed to be a new registration  statement relating
          to the securities  offered therein and the offering of such securities
          at that  time  shall be deemed to be the  initial  bona fide  offering
          thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

     (4)  To  deliver  or cause to be  delivered  with the  prospectus,  to each
          person to whom the  prospectus  is sent or given,  the  latest  annual
          report to security  holders that is  incorporated  by reference in the
          prospectus and furnished  pursuant to and meeting the  requirements of
          Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange  Act of 1934;
          and, where interim financial  information  required to be presented by
          Article 3 of  Regulation  S-X is not set forth in the  prospectus,  to
          deliver,  or  cause  to be  delivered  to  each  person  to  whom  the
          prospectus  is sent or given,  the  latest  quarterly  report  that is
          specifically  incorporated  by reference in the  prospectus to provide
          such interim financial information.

     Registrant   hereby  undertakes  that,  for  purposes  of  determining  any
liability under the Securities Act of 1933,  each filing of registrant's  annual
report  pursuant  to Section  13(a) of the  Securities  Act of 1934 (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
Securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                                       11
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized  in the City of  Winter  Park,  FL 32789 on this 2nd day of  October,
2000.


                                       FDN, INC.
                                       (Registrant)


                                  By:  /s/ Scott Matthews
                                       --------------------
                                       Scott Matthews
                                       Executive Vice-President



         Pursuant  to  the  requirements  of the  1933  Act,  this  registration
statement  or  amendment  has  been  signed  by  the  following  persons  in the
capacities and on the dates indicated:

   Signatures                      Title                      Date
   ----------                      -----                      ----

/s/ Scott Matthews              Executive Vice President     October 2, 2000
------------------               /Chairman & Director
    Scott Matthews

/s/Colin Cave                   CFO                          October 2, 2000
------------------
    Colin Cave

/s/Wayne Booth                  Director                     October 2, 2000
------------------
    Wayne Booth

/s/David McCarty                Vice President/Director      October 2, 2000
------------------
  David McCarty





                                       12
<PAGE>


                         FORM S-8 REGISTRATION STATEMENT


                                 EXHIBIT INDEX

         The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically  incorporated herein
by this reference:

Exhibit Number
In Registration
Statement                           Description                Numbered Page
-----------------------------------------------------------------------------

 5.          Opinion of Counsel                                     14

10.          Amended Consulting Agreement with Kevin Welch          16

23.1         Consent of Warren J. Soloski                           20

23.2         Consent of Lazar, Levine & Felix, LLP,                 21
             Certified Public Accountants

























                                       13
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{"company-data": {"conformed-name": "FON DIGITIAL NETWORK INC", "cik": "0000835767", "assigned-sic": "6770", "irs-number": "840644739", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-47360", "film-number": "735214"}, "business-address": {"street1": "2290 LEE RD", "city": "WINTER PARK", "state": "FL", "zip": "32789", "phone": "3032217376"}, "mail-address": {"street1": "2290 LEE RD", "city": "WINTER PARK", "state": "FL", "zip": "32789"}, "former-company": {"former-conformed-name": "MERCURY CAPITAL CORP", "date-changed": "19920703"}}
================================================================================
        As filed with the Securities and Exchange Commission on October 5, 2000
                                                            File No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

           COLORADO                                      84-0644739
           --------                                      ----------
  (State or other jurisdiction of                     (I.R.S. Employer
   incorporation or organization)                    Identification No.)

          2290 Lee Road,  Winter Park, Florida            32789
      (Address of principal executive offices)         (Zip Code)

      Registrant's telephone number, including area code: (407) 702-2000.

                            Consulting Agreement with
                                   Kevin Welch
    ------------------------------------------------------------------------
                            (Full title of the plan)

            Corporate Service Bureau, 1560 Broadway, Denver, CO 80902
                     (Name and Address of Agent for Service)

                                 (303) 894-2241
          (Telephone number including area code, of agent for service)

                                        1
CALCULATION OF REGISTRATION FEE

                                               Proposed     Proposed
                                               Maximum       Maximum
Title of Securities             Amount of      Offering     Aggregate   Amount
Securities to be Registered    Shares to be    Price Per    Offering    of Reg.
                                Registered(1)    Share       Price     Fee(1)(2)
---------------------------    ------------    ---------    ---------   -------
$.001 par value Common            500,000       $0.0333      $16,650    $ 4.40
  Stock
         Totals                   500,000       $0.0333      $16,650    $ 4.40
-------------------------------------------------------------------------------

Total No. of pages: 21                             Exhibit Index on Page No: 13

     (1)  Pursuant to Rule 416(c)  promulgated under the Securities Act of 1933,
          as amended,  the  Registration  Statement also covers an indeterminate
          amount of Shares to be offered or sold as a result of any  adjustments
          from stock splits, stock dividends or similar events.

     (2)  Based upon the option  price  contained  in the  consulting  agreement
          between the Registrant and Kevin Welch.

                                        2
PROSPECTUS

                                   FDN, INC..
                                  2290 LEE ROAD
                              WINTER PARK, FL 32789
                                 (407) 702-2000

                        (500,000 SHARES OF COMMON STOCK)

     This  Prospectus  relates  to the offer and sale by FDN,  INC.,  a Colorado
corporation  ("the Company") of shares of its $0.001 par value common stock (the
"Common  Stock)  to a  certain  consultant  of the  Company  (the  "Consultant")
pursuant to agreements entered into between the Company and the Consultant.  The
Company is registering  hereunder and then issuing a portion of the common stock
monthly upon receipt by the Company of adequate  consideration  therefore to the
Consultant up to a total of 500,000 shares of its Common Stock in  consideration
for services rendered and to be rendered under the agreements.

     The Common  Stock is not  subject to any  restriction  on  transferability.
Recipients of shares other than persons who are affiliates of the Company within
the meaning of the  Securities Act of 1933 (the Act) may sell all or part of the
shares  in any way  permitted  by law  including  sales in the  over-the-counter
market  at  prices  prevailing  at the  time of such  sale.  None of the  shares
registered  hereunder  are  being  sold to  anyone  who is an  affiliate  of the
Company.  An  affiliate  is,  summarily,  any  director,  executive  officer  or
controlling shareholder of the Company. The affiliates of the Company may become
subject to Section 16(b) of the Securities  Exchange Act of 1934 as amended (the
Exchange  Act) which would limit their  discretion  in  transferring  the shares
acquired in the Company.  If the Consultant who is not now an affiliate  becomes
an affiliate  of the Company in the future;  he would then be subject to Section
I(b) of the Exchange Act (See General Information --- Restrictions on Resale).

The Common Stock is Listed on the OTC bulletin board.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                 The date of this Prospectus is October 2, 2000

                                       3
This Prospectus is not part of any  Registration  Statement which was filed
and been effective  under the Securities Act of 1933 as amended (the  Securities
Act) and does not contain all of the information  set forth in the  Registration
Statement, certain portions of which have seen offered pursuant to the rules and
regulations  promulgated  by the U.S.  Securities and Exchange  Commission  (The
Commission)  under the Securities  Act. The statements in this  Prospectus as to
the contents of any contracts or other  documents  filed as an exhibit to either
the  Registration  Statement or other filings of the Company with the Commission
are qualified in their entirety by the reference thereto.

     A copy of any  document or part thereof  incorporated  by reference in this
Prospectus  but not  delivered  herewith will be furnished  without  charge upon
written or oral request.  Requests  should be addressed to: FDN, INC.,  2290 Lee
Road, Winter Park, FL 32789, telephone (407) 702-2000.

     The Company is subject to the  reporting  requirements  of the Exchange Act
and in  accordance  therewith  files  reports  and  other  information  with the
Commission.  These  reports  as  well  as  the  proxy  statements,   information
statements and other information filed by the Company under the Exchange Act may
be reviewed  and copied at the public  reference  facilities  maintained  by the
Commission at 450 Fifth Street N.C. Washington D.C. 20549. Copies my be obtained
at the prescribed  rates. In addition the Common Stock is quoted on an automated
quotation system maintained by the National  Association of Securities  Dealers,
Inc.  (NASD).  Thus  copies  of these  reports,  proxy  statements,  information
statements and other information may also be examined at the offices of the NASD
at 1735 K Street N.C. Washington DC 20549.

     No  person  has  been  authorized  to give any  information  or to make any
representation,  other than those contained in this Prospectus,  and if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company.  This Prospectus does not constitute an offer or
a  solicitation  by anyone in any state in which  such is not  authorized  or in
which  the  person  making  such  is not  qualified  or to any one to whom it is
unlawful to make an offer or solicitation

     Neither the delivery of this  Prospectus nor any sale made hereunder  shall
under any circumstances  create any implication that there has not been a change
in the affairs of the Company since the date hereof.

                                        4
TABLE OF CONTENTS

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS                         6

ITEM 1. PLAN lNFORMATION                                                     6

GENERAL lNFORMATION                                                          6
The Company                                                                  6
Purpose                                                                      6
Common Stock                                                                 6
The Consultant                                                               6
No Restrictions on Transfer                                                  6
Restrictions on Resales                                                      7

DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION                 7

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

Legal Opinion and Experts                                                    7
Indemnification of Officers and Directors                                    8

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT                           8

ITEM 3.  lNCORPORATION OF DOCUMENTS BY REFERENCE                             8

ITEM 4.  DESCRIPTION OF SECURITIES                                           8

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL                              8

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                           9

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED                                 9

ITEM 8.  EXHIBITS                                                           10

ITEM 9.  UNDERTAKINGS                                                       10

EXHIBIT INDEX                                                               13

                                        5
PART 1

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information

GENERAL INFORMATION

The Company

     The Company has its  principal  offices at 2290 Lee Road,  Winter Park,  FL
32789, telephone (407) 702-2000.

Purposes

     The Common  Stock will be issued by the Company  pursuant  to an  agreement
entered into between the Consultant and the Company and approved by the Board of
Directors of the Company (the "Board of  Directors").  The agreement is intended
to provide a method  whereby  the  Company  may be  stimulated  by the  personal
involvement  of the  Consultant in the Company's  mergers and  acquisitions  and
strategic  planning thereby  advancing the interests of the Company,  and all of
its  shareholders.  A copy of the agreement has been filed as an exhibit to this
Registration Statement.

Common Stock

     The Board has authorized the issuance of up to 500,000 shares of its Common
Stock to the  Consultant  upon  effectiveness  of this  Registration  Statement.
Previously, the Company gave Consultant an option to purchase the 500,000 shares
included in this Registration at a price of $0.10 per share.

The Consultant

     The  Consultant  has  agreed to  provide  its  expertise  and advice to the
Company on a non-exclusive basis for the purpose of assisting the Company in its
identifying  acquisition targets and structuring mergers and other acquisitions.
Further, the Consultant  shall  assist the Company  with  strategic  planning as
required and requested by the Company.

No Restrictions on Transfer

     The Consultant will become the record and beneficial owner of the shares of
Common Stock upon their issuance and delivery and is thereby  entitled to all of
the rights of ownership,  including the right to vote any shares  awarded and to
receive ordinary cash dividends on the Common Stock.

                                     6
Restrictions of Resales

     In the event that an  affiliate  of the Company  acquires  shares of Common
Stock hereunder,  the affiliate will be subject to Section 16(b) of the Exchange
Act.  Further,  in the event that any affiliate  acquiring  shares hereunder has
sold or sells  any  shares  of  Common  Stock  in the six  months  preceding  or
following the receipt of shares hereunder,  any so called "profit",  as computed
under Section 16(b) of the Exchange Act,  would be required to be disgorged from
the recipient to the Company.  Services  rendered have been  recognized as valid
consideration  for the  "purchase"  of shares in  connection  with the  "profit"
computation under Section 16(b) of the exchange Act. The Company has agreed that
for the purpose of any "profit"  computation  under 16(b) the price paid for the
common stock issued to affiliates is equal to the value of services rendered and
the option  price.  Shares of common Stock  acquired  hereunder by persons other
than affiliates are not subject to Section 16(b) of the Exchange Act.

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION

         The Company  hereby  incorporates  by reference  (i) its report of Form
8-K/A which contains audited  financial data filed pursuant to the Securities or
Exchange Act,  (ii) any and all Forms 10-Q (10- QSB) filed under the  Securities
or Exchange Act  subsequent  to any filed form 10-K (or 10-KSB),  as well as all
other  reports  filed under Section 13 of the Exchange Act, and (iii) its annual
report, if any, to shareholders delivered pursuant to Rule 14a-3 of the Exchange
Act. In addition, all further documents filed by the Company pursuant to Section
13, 14, or 15(d) of the Exchange Act prior to the  termination  of this offering
are deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing.  All documents  which when together,  constitute
this  Prospectus,  will be sent or given to  participants  by the  Registrant as
specified by Rule 428(b)(1) of the Securities Act.

Item 2.  Registrant Information and Employee Plan Annual Information

     A copy of any  document or part hereof  incorporated  by  reference in this
Registration  Statement but not delivered  with this  Prospectus or any document
required to be delivered  pursuant to Rule 428(b) under the  Securities Act will
be furnished  without  charge upon written or oral request.  Requests  should be
addressed to: FDN, INC., 2290 Lee Road,  Winter Park, FL 32789,  telephone (407)
702-2000.

Legal Opinions and Experts

     Warren J. Soloski has rendered an opinion on the validity of the securities
being registered.  Mr. Soloski is not an "affiliate" of the Company and does not
have any interest in the registrant.

     The financial  statements of FDN,  INC.,  incorporated  by reference in the
Company's  Current  Report (Form 8-K/A) for the period ended  December 31, 1999,
have been audited by Lazar,  Levine & Felix, LLP, Certified Public  Accountants,
independent  auditors,  as set  forth in their  report  incorporated  herein  by
reference  and are  incorporated  herein in reliance upon such report given upon
the authority of the firm as experts in auditing and accounting.

                                        7
Indemnification of Officers and Directors

     Insofar as indemnification of liabilities  arising under the Securities Act
may be permitted to directors, officers, or persons controlling the company, the
company  has  been  informed  that  in  the  opinion  of  the  commission   such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     Registrant  hereby  states that (i) all  documents set forth in (a) through
(c), below, are incorporated by reference in this  registration  statement,  and
(ii) all documents  subsequently filed by registrant  pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  registration
statement and to be a part hereof from the date of filing of such documents.

          (a)  Registrant's  latest Annual  Report,  whether  filed  pursuant to
     Section 13(a) or 15(d) of the Exchange Act;

          (b) All other reports filed  pursuant to Section 13(a) or 15(d) of the
     Exchange Act since the end of the fiscal year covered by the annual  report
     referred to in (a), above; and

          (c) The latest  prospectus  filed  pursuant to Rule  424(b)  under the
     Securities Act.

Item 4.   Description of Securities

     No description of the class of securities (i.e., the $.001 par value Common
Stock ) is required under this item because the common Stock is registered under
Section 12 of the Exchange Act.

Item 5.   Interests of Named Experts and Counsel

     Mr.   Soloski,   whose  firm  is  rendering  the  legal  opinion  for  this
registration,  will not benefit from the  registration of shares under the terms
of the consulting agreement.

                                       8
Item 6.   Indemnification of Directors and Officers

     The company's  by-laws,  in accordance with Colorado  Business  Corporation
Act,  provide  that to the extent  he/she is  otherwise  fairly  and  reasonably
entitled  thereto,  the Company shall indemnify a Director or Officer,  a former
Director or Officer, or a person who acts or acted at the Company's request as a
Director or Officer of a body  corporate  of which the  Corporation  is or was a
shareholder  9 or creditor (or a person who  undertakes  or has  undertaken  any
liability on behalf of the Company or any such body  corporate and his heirs and
legal  representatives,  against all costs,  charges and expenses,  including an
amount  paid to settle an action or satisfy a judgment,  reasonably  incurred by
him in respect of any civil,  criminal or administrative action or proceeding to
which he is made a party by reason of being or having been a Director or Officer
of the Company or such body corporate, if

     (a)  he acted  honestly and in good faith with a view to the best interests
          of the Company; and

     (b)  in the case of a criminal or administrative  action or proceeding that
          is  enforced  by a monetary  penalty,  he had  reasonable  grounds for
          believing that his conduct was lawful.

The Colorado  Business  Corporation  Act provides  that  directors  shall not be
personally  liable to the Company or its  shareholders  for monetary damages for
breach of fiduciary  duty as a director  except for liability (i) for any breach
of the directors' duty of loyalty to the Company or its  shareholders,  (ii) for
acts or omissions not in good faith or which involved intentional  misconduct or
a  knowing  violation  of law,  (iii) for  authorizing  a  distribution  that is
unlawful  , or (iv) for any  transaction  from  which the  director  derived  an
improper personal benefit.  Such provision  protects  directors against personal
liability for monetary damages for breaches of their duty of care.

The Company may purchase and maintain insurance for the benefit of its Directors
and Officers as such, as the Board of directors may from time to time determine.

Item 7.   Exemption from Registration Claimed

          Not Applicable.

                                       9
Item 8.   Exhibits

     (a) The  following  exhibits  are  filed as part of this  S-8  registration
statement   pursuant  to  Item  601  of  Regulation  S-B  and  are  specifically
incorporated herein by this reference:

Exhibit No.          Title
-----------          -----
 4.                  Not Applicable

 5.                  Opinion of Warren J. Soloski, A Professional Corporation
                     regarding  the  legality of the securities registered.

10.                  Amended Consulting Agreement with Kevin Welch

15.                  Not Required

23.1                 Consent of Warren J. Soloski, A Professional Corporation,
                     special counsel to registrant, to the use of its  opinion
                     with  respect to the   legality  of  the   securities being
                     registered  hereby and to the  references to it in the
                     Prospectus filed as a part hereof.

23.2                 Consent of Lazar, Levine & Felix, LLP, Certified
                     Public Accountants

27.                  Not Required
28.                  Not Required
29.                  Not Required

Item 9.   Undertakings

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers and  controlling  persons of registrant
pursuant to the foregoing provisions, or otherwise,  registrant has been advised
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification  is against public policy as expressed in the Securities Act and
is  therefore  unenforceable.  If  a  claim  for  indemnification  against  such
liabilities  (other than the payment by registrant of expenses  incurred or paid
by a director,  officer or  controlling  person of registrant in the  successful
defense of any action, suit or proceeding) is asserted by such director, officer
or  controlling  person in  connection  with the  securities  being  registered,
registrant  will,  unless in the  opinion  of its  counsel  the  matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question whether such  indemnification is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.

     Registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement to:

                                       10
(i) include  any  prospectus  required  by  Section  10(a)(3)  of the
               Securities Act;

          (ii) reflect in the  prospectus  any facts or events arising after the
               effective date of the registration  statement (or the most recent
               post-effective  amendment thereof) which,  individually or in the
               aggregate, represents a fundamental change in the information set
               forth in the registration statement; and

         (iii) include  any  material  information  with  respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement.

               provided, however, paragraphs (i) and (ii) shall not apply if the
               information required to be included in a post-effective amendment
               by those  paragraphs is  incorporated  by reference from periodic
               reports filed by the registrant  small business  issuer under the
               Exchange Act.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities  Act,  each  post-effective  amendment to the  registration
          statement shall be deemed to be a new registration  statement relating
          to the securities  offered therein and the offering of such securities
          at that  time  shall be deemed to be the  initial  bona fide  offering
          thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

     (4)  To  deliver  or cause to be  delivered  with the  prospectus,  to each
          person to whom the  prospectus  is sent or given,  the  latest  annual
          report to security  holders that is  incorporated  by reference in the
          prospectus and furnished  pursuant to and meeting the  requirements of
          Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange  Act of 1934;
          and, where interim financial  information  required to be presented by
          Article 3 of  Regulation  S-X is not set forth in the  prospectus,  to
          deliver,  or  cause  to be  delivered  to  each  person  to  whom  the
          prospectus  is sent or given,  the  latest  quarterly  report  that is
          specifically  incorporated  by reference in the  prospectus to provide
          such interim financial information.

     Registrant   hereby  undertakes  that,  for  purposes  of  determining  any
liability under the Securities Act of 1933,  each filing of registrant's  annual
report  pursuant  to Section  13(a) of the  Securities  Act of 1934 (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
Securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                                       11
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized  in the City of  Winter  Park,  FL 32789 on this 2nd day of  October,
2000.

                                       FDN, INC.
                                       (Registrant)

                                  By:  /s/ Scott Matthews
                                       --------------------
                                       Scott Matthews
                                       Executive Vice-President

         Pursuant  to  the  requirements  of the  1933  Act,  this  registration
statement  or  amendment  has  been  signed  by  the  following  persons  in the
capacities and on the dates indicated:

   Signatures                      Title                      Date
   ----------                      -----                      ----

/s/ Scott Matthews              Executive Vice President     October 2, 2000
------------------               /Chairman & Director
    Scott Matthews

/s/Colin Cave                   CFO                          October 2, 2000
------------------
    Colin Cave

/s/Wayne Booth                  Director                     October 2, 2000
------------------
    Wayne Booth

/s/David McCarty                Vice President/Director      October 2, 2000
------------------
  David McCarty

                                       12
FORM S-8 REGISTRATION STATEMENT

                                 EXHIBIT INDEX

         The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically  incorporated herein
by this reference:

Exhibit Number
In Registration
Statement                           Description                Numbered Page
-----------------------------------------------------------------------------

 5.          Opinion of Counsel                                     14

10.          Amended Consulting Agreement with Kevin Welch          16

23.1         Consent of Warren J. Soloski                           20

23.2         Consent of Lazar, Levine & Felix, LLP,                 21
             Certified Public Accountants

                                       13