As filed with the Securities and Exchange Commission on July 25, 1997
                                                     Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  -------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  -------------
                                   EDnet, Inc.
             (Exact name of registrant as specified 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
                                 (415) 274-8800
   (Address, including zip code, and telephone number, including area code, of
                          principal executive offices)

                                  -------------

                                   EDnet, Inc.
         Shares Issued Pursuant to Charles W. Clark Consulting Agreement
                            (Full title of the plan)


                                   Alan Geddes
                             Chief Financial Officer
                                   EDnet, Inc.
                                One Union Street
                         San Francisco, California 94111
                                 (415) 274-8800
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                  -------------
                                   Copies to:
                             Robert B. Ajemian, Esq.
                               Cooley Godward LLP
                         One Maritime Plaza, 20th Floor
                         San Francisco, California 94111
<TABLE>

                         CALCULATION OF REGISTRATION FEE
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                              Proposed maximum      Proposed maximum
   Title of each class of                                        offering               aggregate                 Amount of
securities to be registered     Amount to be registered      price per share (1)    offering price (1)         registration fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                          <C>                    <C>                        <C>    
   Common Stock, par value          400,000 shares               $0.9375                $375,000                   $113.64
       $0.001 per share
------------------------------------------------------------------------------------------------------------------------------------

<FN>
(1)      Estimated  solely for the purpose of determining the  registration  fee
         pursuant to Rule 457(c) and (h)(1).  The above  calculation is based on
         the  average  of the bid and asked  price of the  Common  Shares on the
         Nasdaq Bulletin Board on July 23, 1997.
</FN>
</TABLE>

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents are incorporated by reference in this Registration
Statement:

     (a) The Company's  Post-Effective Amendment No. 3 to Registration Statement
on Form 10-SB filed under the Exchange Act;

     (b) All other  reports  filed by the Company  pursuant to Section  13(a) or
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
since June 30, 1996; and

     (c)  The  description  of the  Company's  Common  Shares  contained  in the
Company's Post-Effective Amendment No. 3 to Registration Statement on Form 10-SB
filed under the Exchange Act.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14 and 15(d) of the Exchange Act shall be deemed to be  incorporated  by
referenced  herein and to be a part hereof from the date of filing  (except that
no document shall be deemed to be  incorporated  by reference if filed after the
filing of a post-effective amendment which deregisters securities then remaining
unsold).

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 7-108-402(1) of the Colorado Corporation Business Act provides that
a corporation may, if it so provides in its articles of incorporation, eliminate
or  limit  the  personal  liability  of a  director  to the  corporation  or its
shareholders  for monetary  damages for breach of fiduciary  duty as a director;
except that any such  provision  shall not eliminate or limit the liability of a
director to the corporation or to its  shareholders for monetary damages for any
breach of the director's duty of loyalty to the corporation or its shareholders,
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation of law, an unlawful  distribution,  or any  transaction  from
which the director directly or indirectly  derived an improper personal benefit.
Article XIII of the Company's Articles of Incorporation  provides that the Board
of Directors of the Company  shall have the power to indemnify its directors and
officers  against  expenses  and  liabilities  they incur to  defend,  settle or
satisfy any civil or criminal  action  brought  against them on account of their
being or having been company  directors or officers unless,  in any such action,
they are adjudged to have acted with negligence or engaged in misconduct.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

                                      II-1.

<PAGE>


Item 8.  Exhibits.

         Number    Exhibit
         ------    -----------------------------

           5       Opinion of Cooley Godward LLP

           23.1    Consent of Coopers & Lybrand L.L.P.

           23.2    Consent of Cooley Godward LLP (included in Exhibit 5)

           24      Powers of Attorney of the Company's directors and officers
                   (see Part II, page 5)

           99      Charles W. Clark Consulting Agreement


Item 9.  Undertakings.

     (a) The undersigned 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:

               (i) To include any prospectus required by Section 10(a)(3) of the
     Securities  Act of 1933,  as amended (the  "Securities  Act"),  (unless the
     information  required to be included in a post-effective  amendment by this
     paragraph is contained in periodic reports filed by the registrant pursuant
     to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
     reference in this registration statement).

               (ii) To 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,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration statement (unless the information required to be included in a
     post-effective amendment by this paragraph is contained in periodic reports
     filed by the  registrant  pursuant  to Section  13 or Section  15(d) of the
     Exchange  Act that  are  incorporated  by  reference  in this  registration
     statement).  Notwithstanding the foregoing, any increase or decrease in the
     volume of  securities  offered  (if the total  dollar  value of  securities
     offered would not exceed that which was  registered) and any deviation from
     the  low or  high  end of  the  estimated  maximum  offering  range  may be
     reflected in the form of prospectus  filed with the Commission  pursuant to
     Rule 424(b) if, in the aggregate, the changes in volume and price represent
     no more than a 20% change in the maximum aggregate offering price set forth
     in  the   "Calculation  of   Registration   Fee"  table  in  the  effective
     registration statement.

               (iii) To 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.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration statement relating to the securities

                                      II-2.

<PAGE>


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.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act 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.

     (h) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the 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. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the 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, the 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  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                      II-3.

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant,
EDnet,  Inc.,  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 San Francisco,  State of California, on July 23,
1997.

                                               EDnet, Inc.



                                               By /s/Tom Kobayashi
                                                  ------------------------------
                                                  Tom Kobayashi
                                                  Chairman of the Board and 
                                                  Chief Executive Officer


                                      II-4.

<PAGE>


                                POWER OF ATTORNEY

     Each person whose signature appears below hereby appoints Tom Kobayashi his
true and lawful  attorney-in-fact  with authority to execute in the name of each
such person, and to file with the Securities and Exchange  Commission,  together
with any exhibits thereto and other documents therewith,  any and all amendments
(including  without limitation  post-effective  amendments) to this registration
statement  necessary or advisable  to enable the  registrant  to comply with the
Securities Act of 1933, as amended, and any rules,  regulations and requirements
of the Securities and Exchange  Commission in respect thereof,  which amendments
may make such  other  changes in the  registration  statement  as the  aforesaid
attorney-in-fact deems appropriate.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.


Signature                            Title                             Date
---------                            -----                             ----

/s/Tom Kobayashi            Chairman of the Board, Chief          July 23, 1997
-------------------------   Executive Officer and Director
Tom Kobayashi


/s/Alan Geddes              Chief Financial Officer               July 23, 1997
-------------------------
Alan Geddes


/s/Avi A. Fogel             Director                              July 23, 1997
-------------------------
Avi A. Fogel


/s/David Gustafson          Director                              July 23, 1997
-------------------------
David Gustafson


/s/Robert J. Wussler        Director                              July 23, 1997
-------------------------
Robert J. Wussler


/s/Charles W. Clark         Director                              July 23, 1997
-------------------------
Charles W. Clark

                                      II-5.

<PAGE>


                                  EXHIBIT INDEX

                                                       Sequntial
Number            Exhibit                              Page No.
------    -----------------------------                ---------

  5       Opinion of Cooley Godward LLP

 23.1     Consent of Coopers & Lybrand L.L.P.

 23.2     Consent of Cooley Godward LLP 
          (included in Exhibit 5)

 24       Powers of Attorney of the
          Company's directors and officers
          (see Part II, page 5)

 99       Charles W. Clark Consulting Agreement

                                      II-6.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15017}]
{"company-data": {"conformed-name": "EDNET INC", "cik": "0001004233", "assigned-sic": "4899", "irs-number": "841273795", "state-of-incorporation": "CO", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32133", "film-number": "97645760"}, "business-address": {"street1": "ONE UNION STREET", "street2": "STE 601", "city": "SAN FRANCISCO", "state": "CA", "zip": "94111", "phone": "4152748800"}}
As filed with the Securities and Exchange Commission on July 25, 1997
                                                     Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  -------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  -------------
                                   EDnet, Inc.
             (Exact name of registrant as specified 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
                                 (415) 274-8800
   (Address, including zip code, and telephone number, including area code, of
                          principal executive offices)

                                  -------------

                                   EDnet, Inc.
         Shares Issued Pursuant to Charles W. Clark Consulting Agreement
                            (Full title of the plan)

                                   Alan Geddes
                             Chief Financial Officer
                                   EDnet, Inc.
                                One Union Street
                         San Francisco, California 94111
                                 (415) 274-8800
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                  -------------
                                   Copies to:
                             Robert B. Ajemian, Esq.
                               Cooley Godward LLP
                         One Maritime Plaza, 20th Floor
                         San Francisco, California 94111

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
                                                              Proposed maximum      Proposed maximum
   Title of each class of                                        offering               aggregate                 Amount of
securities to be registered     Amount to be registered      price per share (1)    offering price (1)         registration fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value          400,000 shares               $0.9375                $375,000                   $113.64
       $0.001 per share
------------------------------------------------------------------------------------------------------------------------------------
(1)      Estimated  solely for the purpose of determining the  registration  fee
         pursuant to Rule 457(c) and (h)(1).  The above  calculation is based on
         the  average  of the bid and asked  price of the  Common  Shares on the
         Nasdaq Bulletin Board on July 23, 1997.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents are incorporated by reference in this Registration
Statement:

     (a) The Company's  Post-Effective Amendment No. 3 to Registration Statement
on Form 10-SB filed under the Exchange Act;

     (b) All other  reports  filed by the Company  pursuant to Section  13(a) or
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
since June 30, 1996; and

     (c)  The  description  of the  Company's  Common  Shares  contained  in the
Company's Post-Effective Amendment No. 3 to Registration Statement on Form 10-SB
filed under the Exchange Act.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14 and 15(d) of the Exchange Act shall be deemed to be  incorporated  by
referenced  herein and to be a part hereof from the date of filing  (except that
no document shall be deemed to be  incorporated  by reference if filed after the
filing of a post-effective amendment which deregisters securities then remaining
unsold).

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 7-108-402(1) of the Colorado Corporation Business Act provides that
a corporation may, if it so provides in its articles of incorporation, eliminate
or  limit  the  personal  liability  of a  director  to the  corporation  or its
shareholders  for monetary  damages for breach of fiduciary  duty as a director;
except that any such  provision  shall not eliminate or limit the liability of a
director to the corporation or to its  shareholders for monetary damages for any
breach of the director's duty of loyalty to the corporation or its shareholders,
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation of law, an unlawful  distribution,  or any  transaction  from
which the director directly or indirectly  derived an improper personal benefit.
Article XIII of the Company's Articles of Incorporation  provides that the Board
of Directors of the Company  shall have the power to indemnify its directors and
officers  against  expenses  and  liabilities  they incur to  defend,  settle or
satisfy any civil or criminal  action  brought  against them on account of their
being or having been company  directors or officers unless,  in any such action,
they are adjudged to have acted with negligence or engaged in misconduct.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

                                      II-1.
Item 8.  Exhibits.

         Number    Exhibit
         ------    -----------------------------

           5       Opinion of Cooley Godward LLP

           23.1    Consent of Coopers & Lybrand L.L.P.

           23.2    Consent of Cooley Godward LLP (included in Exhibit 5)

           24      Powers of Attorney of the Company's directors and officers
                   (see Part II, page 5)

           99      Charles W. Clark Consulting Agreement

Item 9.  Undertakings.

     (a) The undersigned 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:

               (i) To include any prospectus required by Section 10(a)(3) of the
     Securities  Act of 1933,  as amended (the  "Securities  Act"),  (unless the
     information  required to be included in a post-effective  amendment by this
     paragraph is contained in periodic reports filed by the registrant pursuant
     to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
     reference in this registration statement).

               (ii) To 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,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration statement (unless the information required to be included in a
     post-effective amendment by this paragraph is contained in periodic reports
     filed by the  registrant  pursuant  to Section  13 or Section  15(d) of the
     Exchange  Act that  are  incorporated  by  reference  in this  registration
     statement).  Notwithstanding the foregoing, any increase or decrease in the
     volume of  securities  offered  (if the total  dollar  value of  securities
     offered would not exceed that which was  registered) and any deviation from
     the  low or  high  end of  the  estimated  maximum  offering  range  may be
     reflected in the form of prospectus  filed with the Commission  pursuant to
     Rule 424(b) if, in the aggregate, the changes in volume and price represent
     no more than a 20% change in the maximum aggregate offering price set forth
     in  the   "Calculation  of   Registration   Fee"  table  in  the  effective
     registration statement.

               (iii) To 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.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration statement relating to the securities

                                      II-2.
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.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act 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.

     (h) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the 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. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the 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, the 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  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                      II-3.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant,
EDnet,  Inc.,  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 San Francisco,  State of California, on July 23,
1997.

                                               EDnet, Inc.

                                               By /s/Tom Kobayashi
                                                  ------------------------------
                                                  Tom Kobayashi
                                                  Chairman of the Board and 
                                                  Chief Executive Officer

                                      II-4.
POWER OF ATTORNEY

     Each person whose signature appears below hereby appoints Tom Kobayashi his
true and lawful  attorney-in-fact  with authority to execute in the name of each
such person, and to file with the Securities and Exchange  Commission,  together
with any exhibits thereto and other documents therewith,  any and all amendments
(including  without limitation  post-effective  amendments) to this registration
statement  necessary or advisable  to enable the  registrant  to comply with the
Securities Act of 1933, as amended, and any rules,  regulations and requirements
of the Securities and Exchange  Commission in respect thereof,  which amendments
may make such  other  changes in the  registration  statement  as the  aforesaid
attorney-in-fact deems appropriate.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.

Signature                            Title                             Date
---------                            -----                             ----

/s/Tom Kobayashi            Chairman of the Board, Chief          July 23, 1997
-------------------------   Executive Officer and Director
Tom Kobayashi

/s/Alan Geddes              Chief Financial Officer               July 23, 1997
-------------------------
Alan Geddes

/s/Avi A. Fogel             Director                              July 23, 1997
-------------------------
Avi A. Fogel

/s/David Gustafson          Director                              July 23, 1997
-------------------------
David Gustafson

/s/Robert J. Wussler        Director                              July 23, 1997
-------------------------
Robert J. Wussler

/s/Charles W. Clark         Director                              July 23, 1997
-------------------------
Charles W. Clark

                                      II-5.
EXHIBIT INDEX

                                                       Sequntial
Number            Exhibit                              Page No.
------    -----------------------------                ---------

  5       Opinion of Cooley Godward LLP

 23.1     Consent of Coopers & Lybrand L.L.P.

 23.2     Consent of Cooley Godward LLP 
          (included in Exhibit 5)

 24       Powers of Attorney of the
          Company's directors and officers
          (see Part II, page 5)

 99       Charles W. Clark Consulting Agreement

                                      II-6.