The company cannot file a 10K with the Securities and Exchange
     commission until they are a 12g company. Currently EDII is an
     exempted company. In order to become a 12(g) company, EDII must
     first submit a Form 10SB to the SEC who reviews the submission and
     then provides comments on the disclosure.

     law.uc.edu

     I've searched. EDII has not filed a Form 10SB and therefore cannot be a
     reporting company. Any statement to the effect that it is a reporting
     company is, in my opinion, fraud. Any statement to the effect that EDII
     "will" file a 10Q on September 20, 1998 is, in my opinion, a material
     mis-statement of fact and violation of rule 10b-5. 

     It shall be unlawful for any person, directly or indirectly, by the use of
     any means or instrumentality of interstate commerce, or of the mails or
     of any facility of any national securities exchange, 

     a.To employ any device, scheme, or artifice to defraud,

     b.To make any untrue statement of a material fact or to omit to state
     a material fact necessary in order to make the statements made, in the
     light of the circumstances under which they were made, not
     misleading, or

     c.To engage in any act, practice, or course of business which operates
     or would operate as a fraud or deceit upon any person, in connection
     with the purchase or sale of any security.

     law.uc.edu

     What is required in the 10SB?

     b. A security may be registered on a national securities exchange by
     the issuer filing an application with the exchange (and filing with the
     Commission such duplicate originals thereof as the Commission may
     require), which application shall contain-- 

     1.Such information, in such detail, as to the issuer and any person
     directly or indirectly controlling or controlled by, or under direct or
     indirect common control with, the issuer, and any guarantor of the
     security as to principal or interest or both, as the Commission may by
     rules and regulations require, as necessary or appropriate in the public
     interest or for the protection of investors, in respect of the following: 

     A.the organization, financial structure and nature of the business; 

     B.the terms, position, rights, and privileges of the different classes of
     securities outstanding; 

     C.the terms on which their securities are to be, and during the
     preceding three years have been, offered to the public or otherwise; 

     D.the directors, officers, and underwriters, and each security holder of
     record holding more than 10 per centum of any class of any equity
     security of the issuer (other than an exempted security), their
     remuneration and their interests in the securities of, and their material
     contracts with, the issuer and any person directly or indirectly
     controlling or controlled by, or under direct or indirect common
     control with, the issuer; 

     E.remuneration to others than directors and officers exceeding $20,000
     per annum; 

     F.bonus and profit-sharing arrangements; 

     G.management and service contracts; 

     H.options existing or to be created in respect of their securities; 

     I.material contracts, not made in the ordinary course of business,
     which are to be executed in whole or in part at or after the filing of the
     application or which were made not more than two years before such
     filing, and every material patent or contract for a material patent right
     shall be deemed a material contract; 

     J.balance sheets for not more than the three preceding fiscal years,
     certified if required by the rules and regulations of the Commission by
     independent public accountants; 

     K.profit and loss statements for not more than the three preceding fiscal
     years, certified if required by the rules and regulations of the
     Commission by independent public accountants; and 

     L.any further financial statements which the Commission may deem
     necessary or appropriate for the protection of investors. 

     2.Such copies of articles of incorporation, by-laws, trust indentures, or
     corresponding documents by whatever name known, underwriting
     arrangements, and other similar documents of, and voting trust
     agreements with respect to, the issuer and any person directly or
     indirectly controlling or controlled by, or under direct or indirect
     common control with, the issuer as the Commission may require as
     necessary or appropriate for the proper protection of investors and to
     insure fair dealing in the security. 

     3.Such copies of material contracts, referred to in paragraph (1)(I)
     above, as the Commission may require as necessary or appropriate for
     the proper protection of investors and to insure fair dealing in the
     security.

     law.uc.edu
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