SPATIALIGHT INC
10QSB/A, 1996-07-23
PHOTOGRAPHIC EQUIPMENT & SUPPLIES
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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A

(Mark One)

[X]   Quarterly report under Section 13 or 15(d) of the Securities and Exchange
      Act of 1934

           For the quarterly period ended          March 31, 1996
                                          -----------------------

[  ]  Transition report under Section 13 or 15(d) of the Exchange Act

           For the transition period from _______________ to _______________

                    Commission File Number  000-19828

                               Sayett Group, Inc.
                               ------------------
         (Exact name of small business issuer as specified in its charter)


                New York                            16-1363082
                --------                            ----------
     (State or other jurisdiction of     (I.R.S. Employer Identification No.)
      incorporation or organization)


                    8-C Commercial Blvd., Novato, CA 94949-6125
                    -------------------------------------------
                      (Address of principal executive offices)

                                 (415) 883-1693
                                 --------------
                           (Issuer's telephone number)


   Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
_____

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

   State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 6,353,191 shares of common
stock as of May 9, 1996.




<PAGE>





PART II. OTHER INFORMATION

Item 1.  Legal Proceedings
         -----------------

         Surmotech, Inc. has been sued in North Carolina relating to a lease 
for real property which was executed, but the space was never completed or
occupied. The Company is vigorously defending this claim. The Company is not a
party to any other currently pending legal proceedings, or contemplated
governmental authority proceeding of which the Company is aware.


Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------

         (a)  Exhibits:

                  27 - Financial Data Schedule

         (b)  Reports on Form 8-k:

                  None







                                        2

<PAGE>





                                   SIGNATURES


          Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated:  July 8, 1996


                    Sayett Group, Inc.


                    By:     /s/ William E. Hollis
                          -------------------------------------
                          William E. Hollis
                          President and Chief Executive Officer











                                        3


<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                              JAN-1-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                         568,610
<SECURITIES>                                         0
<RECEIVABLES>                                   43,003
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               636,451
<PP&E>                                         115,768
<DEPRECIATION>                                  68,358
<TOTAL-ASSETS>                                 901,002
<CURRENT-LIABILITIES>                           93,947
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        63,532
<OTHER-SE>                                     743,523
<TOTAL-LIABILITY-AND-EQUITY>                   901,002
<SALES>                                              0
<TOTAL-REVENUES>                                16,378
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               190,268
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              (173,890)
<INCOME-TAX>                                     2,846
<INCOME-CONTINUING>                          (176,736)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (176,736)
<EPS-PRIMARY>                                    (.03)
<EPS-DILUTED>                                    (.03)
        


</TABLE>


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