SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                  FORM 10-Q/A



         [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                        SECURITIES EXCHANGE ACT OF 1934
               For the quarterly period ended DECEMBER 31, 1997

         [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                        SECURITIES EXCHANGE ACT OF 1934

                  For the transition period from_____to_____



                        Commission file number: 0-6867

                              LYNTON GROUP, INC.

            (Exact name of Registrant as specified in its charter)

           DELAWARE                                           13-2688055
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                          Identification Number)

          9 AIRPORT ROAD
   MORRISTOWN MUNICIPAL AIRPORT                                    07960
      MORRISTOWN, NEW JERSEY                                    (Zip Code)
(Address of principal executive offices)

      Registrant's telephone number, including area code: (973) 292-9000

Indicate  by  check  mark  whether  the  Registrant  (1)  has filed all reports
required to be filed by Section 13 or 15(d) of the Securities  Exchange  Act of
1934  during  the  preceding  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

Indicate the number of shares outstanding of each  of  the  Issuer's classes of
common stock, as of the latest practicable date:

                  Common, $.30 par value per share: 6,394,872
                      Outstanding as of FEBRUARY 7, 1998



<PAGE>
                        Part 1 - FINANCIAL INFORMATION


                      LYNTON GROUP, INC. AND SUBSIDIARIES

             INDEX TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION


                        PERIOD ENDED DECEMBER 31, 1997


                  ITEM                                           PAGE

Item 1 - Financial Statements:

     Condensed Consolidated Balance Sheets -
         December 31, 1997 and September 30, 1997                  3

     Condensed Consolidated Statements of Operations -
         For the Three months ended December 31, 1997 and 1996     4

     Condensed Consolidated Statements of Cash Flows -
         For the Three months ended December 31, 1997 and 1996     5

Notes to Condensed Consolidated Financial Statements             6-9


Item 2 - Management's Discussion and Analysis of Financial
         Condition and Results of Operations                   10-11



<PAGE>



                                      LYNTON GROUP, INC. AND SUBSIDIARIES
                                     CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                         December 31,            September 30,
                                              1997                    1997
                                          (Unaudited)              (Audited)
<S>                                       <C>                     <C>
Assets
Current assets:
Cash                                       $2,329,234                $726,645
Accounts receivable                         4,004,606               3,268,879
Investment in jointly-owned company
 held for resale                              928,321               1,222,620
Inventories                                 1,366,592                 803,677
Aircraft held for resale                   12,114,000                       -
Prepaids and other current assets             821,122                 214,124
Total current assets                       21,563,875               6,235,945

Property, plant and equipment              32,145,789              18,045,935
Less accumulated depreciation
 and amortization                           4,878,732               4,652,703
                                           27,267,057              13,393,232
Funds held in escrow                          150,000                 150,000
Aircraft held for resale                    1,870,233               1,870,233
Long-term ground lease,
 less accumulated amortization              1,919,175               1,933,861
Goodwill, less accumulated amortization     9,322,077               2,155,007
Other assets and deferred charges,
 less accumulated amortization                465,633                 484,970
                                          $62,558,050             $26,223,248

LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Accounts payable and accrued liabilities   $5,978,847              $4,201,508
Advances from customers and
 deferred revenue                           1,845,152               1,761,950
Current portion of capital lease
 obligations                                   40,949                  38,480
Current portion of debt on aircraft
 held for resale                           10,433,771                       -
Current portion of other long-term debt     3,876,591               1,285,364
Total current liabilities                  22,175,310               7,287,302

Long term debt, less current portion       24,248,472              13,459,832
Subordinated convertible debentures         5,816,000                       -
Deferred revenue                              660,000                 720,000
Obligations under capital leases,
 less current portion                          60,525                  69,071
Deferred income taxes                       4,825,520                 163,183
Stockholders' equity:
Common stock                                1,918,462               1,918,462
Additional paid-in capital                  9,779,823               9,779,823
Accumulated deficit                        (6,948,742)             (7,141,115)
Translation adjustment                         34,028                 (21,962)
                                            4,783,571               4,535,208
Common stock held in treasury                 (11,348)                (11,348)
Total stockholders' equity                  4,772,223               4,523,860
                                          $62,558,050             $26,223,248
</TABLE>

SEE ACCOMPANYING NOTES.



<PAGE>

                                  LYNTON GROUP, INC. AND SUBSIDIARIES
                            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                         For the three months ended December 31, 1997 and 1996
                                              (Unaudited)
<TABLE>
<CAPTION>

                                             1997                    1996
<S>                                      <C>                     <C>
Net revenues                               $6,909,971              $5,871,591
Expenses:
Direct costs                                5,436,029               4,603,877
Selling, general and administrative           707,174                 658,915
Depreciation                                  179,803                 171,014
Amortization of goodwill and ground lease      31,954                  31,924
Operating income                              555,011                 405,861

Amortization of debt discount and
 issuance costs                                19,337                  19,337
Interest                                      314,401                 241,109
Income before provision for income taxes      221,273                 145,415
Income tax provision                           28,900                       -
Net income                                   $192,373                $145,415

Net income per share of Common Stock
Basic                                           $0.03                   $0.02
Diluted                                         $0.03                   $0.02
</TABLE>

SEE ACCOMPANYING NOTES.



<PAGE>

                                 LYNTON GROUP, INC. AND SUBSIDIARIES
                           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                        For the three months ended December 31, 1997 and 1996
                                             (Unaudited)
<TABLE>
<CAPTION>

                                              1997                    1996
<S>                                        <C>                     <C>
Cash flows from operating activities:
Net income                                   $192,373                $145,415
Adjustments to reconcile net income to
 cash provided by operating activities:
Depreciation and amortization                 231,094                 222,275
Change in certain assets and liabilities:
Accounts receivable                         1,560,302                 745,206
Due from/to affiliates (net)                        -                 (41,955)
Inventories                                   (12,544)                (41,835)
Prepaids and other assets                    (414,647)                204,919
Accounts payable and accrued expenses           9,384              (1,029,585)
Advances from customers and deferred
 revenues                                      23,202                  36,366
Net cash provided by operating activities   1,589,164                 240,806

Cash flow from investing activities:
Cash paid for Magec Aviation and related
 acquisition costs                        (30,294,785)                      -
Capital expenditures (net)                    (66,735)               (113,645)
Net cash used by investing activities     (30,361,520)               (113,645)

Cash flow from financing activities:
Capital lease obligations (net)                (6,077)                 (9,636)
Proceeds of financing for Magec Aviation
 acquisition                               30,177,451                       -
Repayment of notes payable and long-term
 debt                                        (547,813)               (220,823)
Net cash provided (used) by financing
 activities                                29,623,561                (230,459)
Effect of exchange rate changes on cash        55,990                  32,208
Increase (decrease) in cash                   907,195                 (71,090)
Cash, beginning of period                     726,645               1,268,475
Cash, end of period                        $1,633,840              $1,197,385

Supplemental Information
Interest Paid                                $311,596                $237,084
Taxes Paid                                     $5,250                 $45,000
</TABLE>

SEE ACCOMPANYING NOTES.



<PAGE>

                     LYNTON GROUP, INC., AND SUBSIDIARIES
                        NOTES TO CONDENSED CONSOLIDATED
                             FINANCIAL STATEMENTS
                               DECEMBER 31, 1997


Note 1. BASIS OF PRESENTATION

The  accompanying  unaudited  condensed consolidated financial statements  have
been prepared in accordance with  generally  accepted accounting principles for
interim  financial  information  and with the instructions  to  Form  10-Q  and
Article 10 of Regulation S-X.  Accordingly,  they  do  not  include  all of the
information  and footnotes required by generally accepted accounting principles
for  complete  financial   statements.   In  the  opinion  of  management,  all
adjustments (consisting of normal  recurring accruals) considered necessary for
a fair presentation have been included.   Operating results for the three-month
period ended December 31, 1997 are not necessarily  indicative  of  the results
that may be expected for the year ending September 30, 1998. The balances as of
September  30,  1997 in the accompanying balance sheets have been derived  from
the audited financial  statements  as  of  such date.  For further information,
refer to the consolidated financial statements  and  footnotes thereto included
in the Lynton Group, Inc. (the "Company") Annual Report  on  Form  10-K for the
year ended September 30, 1997.


Note 2. ACQUISITION OF MAGEC AVIATION LIMITED

In December 1997, the Company acquired through Lynton Group Limited,  a wholly-
owned  subsidiary  of the Company, all of the issued and outstanding shares  of
capital stock (the "Magec  Shares")  of  Magec  Aviation  Limited  ("Magec"), a
company organized under the laws of England in a business combination which has
been  accounted  for  as  a  purchase.  Magec provides hangarage and refueling,
charter, management, and maintenance  services  for corporate aircraft from its
own exclusive terminal at London Luton Airport, England.   The  purchase  price
(including  acquisition costs) of $30,295,000 exceeded the estimated fair value
of the net assets  of  Magec  by  $7,176,000,  which will be amortized over its
expected useful life at a rate to be determined.  The purchase price allocation
is based on the following:

<TABLE>
<CAPTION>
<S>                                      <C>
Tangible fixed assets                      $13,995,207
Aircraft held for resale                    12,114,000
Inventories                                    550,371
Accounts receivable                          2,001,731
Prepaids and other assets                      192,351
Cash and cash equivalents                      695,394
Accounts payable and accrued expenses       (1,773,094)
Deferred tax provision                      (4,657,200)
Net assets acquired                        $23,118,760

Purchase price                              30,294,785

Goodwill on acquisition                     $7,176,025
</TABLE>



<PAGE>

                     LYNTON GROUP, INC., AND SUBSIDIARIES
                        NOTES TO CONDENSED CONSOLIDATED
                             FINANCIAL STATEMENTS
                               DECEMBER 31, 1997

The  consideration  paid  to  Magec  was  17,000,000  Pounds Sterling (equal to
$28,288,000)  paid  in  cash  at  Closing.   The funds used to  purchase  Magec
(including acquisition costs) included bank financing  in  the principal amount
of 12,827,000 Pounds Sterling with the balance of the purchase  price from debt
financing as follows: (i) promissory notes in the aggregate principal amount of
$1,664,000  due on December 23, 1999, with interest at 12.0% per annum,  issued
and sold to entities  which  may  be  deemed  affiliates of Paul R. Dupee, Jr.,
Chairman of the Board and a director of the Company,  and  (ii)  a non interest
bearing  loan in the principal amount of $1,353,000 due on December  23,  1998,
pursuant to  an  Option  Agreement  entered into between Magec and an unrelated
party to acquire a certain aircraft owned by Magec, and (iii) 8.0% Subordinated
Convertible Debentures due December 31,  2007 in the aggregate principal amount
of  $5,816,000 (the "Debentures") issued and  sold  to  certain  directors  and
principal  stockholders  of  the  Company,  and/or their affiliates, as well as
other third parties.

The Debentures will be convertible into shares of the Company's Common Stock at
the option of the holder at any time prior to maturity at an initial conversion
price of $1.00 per share (subject to adjustment  upon the occurrence of certain
events)  once  the  Certificate of Incorporation is modified  to  increase  the
number of authorized  shares of Common Stock.  In connection with the aforesaid
financing, an Option Agreement  was  entered  into  between  Magec and Westbury
Properties Corporation ("Westbury"), which may be deemed an affiliate  of  Paul
R.  Dupee,  Jr.,  Chairman  of the Board and a director of the Company, whereby
Westbury was granted an option  expiring December 23, 1999 to acquire a certain
aircraft owned by Magec for the purchase price of $6,664,000.

In respect of the 8% Subordinated Convertible Debentures issued as part of the
financing to purchase Magec the conversion price was set at $1.00 which
management believed to be fair market price based on recent bid prices for
certain Common Stock of the Company (reference is made to information on page 9
of the Subject Form 10-K Annual Report for September 30, 1997).  Conversion of
the Debentures, if still held by the original purchasers at the time of
conversion,  would not lead to a significant change in ownership as the
significant majority of the Debentures were purchased by certain existing
principal stockholders of the Company in significant proportion to their
current stockholding in the Company.  However if these certain stockholders
were to transfer their interests in the Debentures prior to such conversion
then this could result in a substantial change in ownership of the Company.

Assuming the acquisition of Magec had occurred on October 1, 1996 the Company's
pro forma (unaudited) net revenue, net loss, primary and fully diluted loss per
share for the periods ended December  31,  1997  and 1996 are estimated to have
been as follows:

<TABLE>
<CAPTION>
                                                   Three Months Ended
                                                       December 31,
                                                 1997                 1996
<S>                                        <C>                  <C>
Revenue                                      $12,524,000           $11,64,000
Net loss                                         $41,000              $52,000
Basic loss  per common share                       $0.01                $0.01
Diluted loss  per common share                     $0.01                $0.01
</TABLE>



<PAGE>

                     LYNTON GROUP, INC., AND SUBSIDIARIES
                        NOTES TO CONDENSED CONSOLIDATED
                             FINANCIAL STATEMENTS
                               DECEMBER 31, 1997


Note 3. LONG TERM DEBT

Long-term debt consists of the following:
<TABLE>
<CAPTION>
                                       December 31,            September 30,
                                            1997                    1997
                                        (Unaudited)              (Audited)
<S>                                   <C>                     <C>

Mortgage due to bank with interest
 at Sterling LIBOR rate(7.19% at
 September 30, 1997) plus 2.0%, due
 in monthly installments through
 April, 2000.                                      $-                $210,866
Mortgage Note payable to Massachusetts
 Mutual Life Insurance Company with an
 interest rate of 6.69% due in monthly
 installments through January 3, 2006.      7,338,577               7,485,990
Mortgage Note payable to Finova Capital
 Corp. with an interest rate of 10.7%
 due in monthly installments through
 December 1, 2004, with a final
 installment payment of $1,400,000 due
 December 1, 2004.                          3,763,502               3,820,525
Senior Subordinated Convertible
 Debentures with interest at 10%, payable
 on December 31, 1998.                        795,000                 795,000
Note payable to finance company with
 interest at Sterling LIBOR rate (7.19%
 at September 30, 1997) plus 3.5% payable
 in monthly installments through
 August, 2000.                                499,200                 536,597
Aircraft financing note payable to finance
 company with an interest rate of 10.0%
 with principal due every six months and
 interest due every four months through
 January 20, 1999, with a final
 installment payment of $1,589,698
 due January 20, 1999.                      1,776,721               1,870,233
Notes payable to bank with interest at
 Sterling LIBOR rate plus 2.25% payable
 in installments through September 2002.   21,344,128                       -
Promissory notes payable to entities,
 which may be deemed to be affiliates of
 the Company's Chairman of the Board, with
 interest at 12% per annum payable in one
 installment on December 31, 1999.          1,664,000                       -
Loan note payable to third party at zero
 interest, payable in one installment on
 December 23, 1998.                         1,353,323                       -
Notes payable due to finance company with
 an interest rate of 10.5%, due in monthly
 installments through February, 2000.          24,383                  25,985
                                          $38,558,834             $14,745,196
Less:
Amount due within one year                (14,310,362)             (1,285,364)
                                          $24,248,472             $13,459,832
</TABLE>



<PAGE>

                  LYNTON GROUP, INC., AND SUBSIDIARIES
                     NOTES TO CONDENSED CONSOLIDATED
                          FINANCIAL STATEMENTS
                            DECEMBER 31, 1997


Note 4. EARNINGS PER SHARE
<TABLE>
<CAPTION>
                                                        For the three months
                                                          ended December 31,
                                                          1997          1996
<S>                                                    <C>         <C>
Weighted average shares of Common Stock outstanding      6,394,872   6,394,872
Average shares outstanding - Basic earnings per share    6,349,872   6,394,872

Weighted average shares of Common Stock outstanding      6,394,872   6,394,872
Weighted average Common Stock equivalents (1)              431,299           -
Assumed conversion of 10% Senior Subordinated
 Convertible Debentures (1)                                 77,772           -
Assumed conversion of 8% Subordinated Convertible
 Debentures (1)                                            568,957           -
Average shares outstanding - Diluted earnings per share  7,472,900   6,394,872

BASIC EARNINGS PER SHARE:
Average shares outstanding                               6,394,872   6,394,872
Net income available to common shareholders               $192,373    $145,415
Per share amount                                             $0.03       $0.02

DILUTED EARNINGS PER SHARE:
Average shares outstanding                               7,472,900   6,394,872
Net income                                                $192,373    $145,415
Plus effect of dilutive securities                           1,944           -
Net income available to common shareholders plus
 assumed conversions                                      $194,317    $145,415
Per share amount                                             $0.03       $0.02
</TABLE>

(1)  Certain options to purchase shares of Common Stock of the Company, and the
Convertible Debentures have a an exercise price below the fair value of common
stock for the three months ended December 31, 1997, had a dilutive effect on
earnings per share and are, therefore included on a weighted average basis in
the calculation of diluted earnings per share.  Fair market value has been
computed using the weighted average market price of shares traded in the three
months ended December 31, 1997.




<PAGE>

PART  1 - FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

INTRODUCTION

Pursuant  to  a  Share Sale and Purchase Agreement dated December 5, 1997 among
Lynton Group, Inc.  (the "Company") , Lynton Group Limited, a company organized
under  the  laws of England  and  a  wholly-owned  subsidiary  of  the  Company
("Limited"),  and  The  General  Electric  Company p.l.c., the owner of all the
shares of capital stock of Magec Aviation Limited,  a  company  organized under
the laws of England ("Magec"), the Company through Limited acquired on December
23,  1997 all of the issued and outstanding shares of capital stock  of  Magec.
The purchase  price  for Magec was 17,000,000 Pounds Sterling paid in cash (see
Liquidity  and Capital  Resources  for  details  of  financing)  and  has  been
accounted for as a purchase.  Magec operates from hangars, workshops and office
facilities of  approximately  65,000  square  feet  at  London  Luton  Airport,
England.   Magec  provides  a  full  range  of  services for users of corporate
aircraft  including refuelling and handling, charter,  engineering,  management
and maintenance services for corporate aircraft.  The acquisition has more than
doubled the  total  asset  base  of  the Company since September 30, 1997.  The
purpose of the acquisition is to enhance the earnings ability of the Company by
enlarging the asset base of the UK operations.  The acquisition has resulted in
the  expansion  of the Company's fixed wing  aviation  capability  as  well  as
providing a complimentary  facility  to  the fixed base operation at Morristown
Municipal Airport, New Jersey.

RESULTS OF OPERATIONS

REVENUES & OPERATING INCOME

Revenues for the three months ended December  31,  1997 increased to $6,910,000
from revenues of $5,872,000 for the comparable fiscal  1997 period, an increase
of $1,038,000 or 17.7%.  This increase is primarily attributable to an increase
in fuel sales volume and tenant occupancy at the Company's fixed base operation
and an increase in charter operations in the UK.

Operating  income  for the three months ended December 31,  1997  increased  to
$555,000 compared to  operating  income  of $406,000 for the three months ended
December 31, 1996, an increase of $149,000.   This  increase primarily consists
of  increased  operating  income  from  the  fixed base operation  and  charter
operations in the UK.

The revenues and operating income for the three  months ended December 31, 1997
do not include any operating results of Magec.  Management believe the level of
activity between date of acquisition and December  31, 1997 is not material and
therefore will consolidate the results of operations for Magec with effect from
January 1, 1998.  The annualized effect of the consolidation  of  Magec will be
to  increase  revenues  by  approximately  $20,000,000  per  annum and increase
operating income by approximately $1,300,000 compared to historical revenues of
$25,000,000 and operating income $2,500,000.

INTEREST

Interest  expense  for  the three months ended December 31, 1997  increased  to
$314,000 compared to interest  expense  of  $241,000 for the three months ended
December 31, 1996, an increase of $73,000.  This  increase  results from higher
levels of borrowings specifically relating to the aircraft financing note along
with a full quarter interest charge for the mortgage note with  Finova  Capital
Corporation in fiscal 1998, as compared to one month in fiscal 1997.

As a result of the debt finance (see Liquidity and Capital Resources) raised to
purchase  Magec  the  Company's interest expense will increase by approximately
$1,500,000 per annum.



NET INCOME

Net income for the three  months  ended  December  31,  1997  was  $192,000  as
compared  to  a  net income of $145,000 for the three months ended December 31,
1996, an increase  of  $47,000.   This  increase is primarily the result of the
increased operating income, as discussed  above,  offset  by increased interest
expense  from  increased  levels of borrowings and an income tax  provision  in
fiscal 1998.

The proforma effect on per  share  earnings for the three months ended December
31, 1997 would have been to reduce the net income per share (basic and diluted)
from $0.03 per share to a net loss per share (basic and diluted) of $0.01.


LIQUIDITY AND CAPITAL RESOURCES

At December 31, 1997, the Company had  a working capital deficit of $611,000 as
compared to a working capital deficit of  $1,051,000  at September 30, 1997, an
increase in working capital of $440,000.  This increase  in  working capital is
primarily attributable to the Magec acquisition providing $1,667,000  offset by
the increase in the current portion of long term debt as a consequence  of  the
acquisition  and the reclassification under current liabilities at December 31,
1997 of $795,000  for  the  retirement  of  the  Company's  senior subordinated
convertible debentures in December 1998.

In  connection  with  the  acquisition  of  Magec, the consideration  paid  was
17,000,000 Pounds Sterling (equal to $28,288,000) paid in cash.  The funds used
to purchase Magec (including acquisition costs)  included bank financing in the
principal amount of 12,827,000 Pounds Sterling (equal  to $21,344,000) with the
balance of purchase price from debt financing as follows:  (i) promissory notes
in the aggregate principal amount of $1,664,000 due on December  23, 1999, with
interest  at 12.0% per annum, issued and sold to entities which may  be  deemed
affiliates  of  Paul  R. Dupee Jr., Chairman of the Board and a director of the
Company;   (ii)  a  non interest  bearing  loan  in  the  principal  amount  of
$1,353,000 due on December  23,  1998,  pursuant to an Option Agreement entered
into between Magec and an unrelated party  to  acquire a certain aircraft owned
by Magec, and (iii) 8.0% Subordinated Convertible  Debentures  due December 31,
2007 in the aggregate principal amount of $5,816,000 (the "Debentures")  issued
and sold to certain directors and principal stockholders of the Company, and/or
their  affiliates,  as  well  as  other  third parties.  The Debentures will be
convertible into shares of the Company's Common  Stock  at  the  option  of the
holder  at  any  time prior to maturity at an initial conversion price of $1.00
per share (the "Conversion  Price")  once  the  Certificate of Incorporation is
modified  to increase the number of authorized shares  of  Common  Stock.   The
Conversion  Price  will be subject to adjustment upon the occurrence of certain
events, which include,  among other things, the issuance of Common Stock or the
issuance of securities convertible  into  or  exchangeable for shares of Common
Stock (with certain exceptions as set forth in the Debentures) at less than the
then current market price of the Common Stock,  in  which  event the Conversion
Price will be reduced (i) proportionately by the difference  between  the  then
current  market  price and the offering price if such offering price is greater
than the then Conversion  Price  or  (ii)  to  equal the offering price if such
offering  price  is  less than the then Conversion  Price.   In  addition,  the
Company may from time to time reduce the Conversion Price by any amount for any
period of time if the  period  is  at  least  20  days  and if the reduction is
irrevocable  during the period, provided that in no event  may  the  Conversion
Price be less than the par value of a share of Common Stock.

The Company anticipates  seeking additional equity and/or debt financing during
the next twelve months although  no  assurance  can  be  given  that  any  such
financing will be successfully completed.  In connection therewith, the Company
may  effect  such  financing  which may require an adjustment in the Conversion
Price of the Debentures described  above (as well as requiring an adjustment in
other outstanding convertible debentures  of  the  Company)  or the Company may
voluntarily  decide to reduce the Conversion Price of any such  instruments  in
order to encourage their conversion.



<PAGE>

PART  II - OTHER INFORMATION


Item 1. LEGAL PROCEEDINGS

Dollar Air is  a  defendant in an action pending in the United Kingdom relating
to certain actions  taken  by  Dollar  Air  in  connection with its acting as a
broker in the sale of a certain helicopter.  In such  action,  the plaintiff is
seeking   damages   in  the  approximate  amount  of  170,000  Pounds  Sterling
(approximately $250,000).   Dollar  Air  has denied the allegations therein and
the  Company  has  defended  and  intends to continue  to  defend  this  matter
vigorously.  While the Company cannot  predict  the outcome of such litigation,
it does not expect, based upon advice of counsel,  that damages will be awarded
to the full extent of plaintiff's claim.

Other than the foregoing, there are no material pending  legal  proceedings  to
which the Company is a party or to which any of its property is subject.

Item 2. CHANGES IN SECURITIES

As  previously  reported,  on  December  23, 1997, the Company acquired through
Lynton Group Limited, a wholly-owned subsidiary  of  the  Company,  all  of the
issued and outstanding shares of capital stock of Magec Aviation Limited for  a
purchase  price  of  17,000,000  Pounds  Sterling  paid  in  cash.  The Company
obtained part of the purchase price through the sale of securities,  which were
not  registered  under the Securities Act of 1933, as amended (the "Act").   In
connection therewith,  and as of December 23, 1997, the Company issued and sold
8.0% Subordinated Convertible Debentures due December 31, 2007 in the aggregate
principal  amount  of  $5,816,000  (the  "Debentures")  to  certain  accredited
investors (as defined in Rule 501 under the Act) comprised of certain directors
and principal stockholders  of the Company, and/or their affiliates, as well as
other third parties.  The Debentures  will  be  convertible  into shares of the
Company's  Common  Stock  at  the  option  of the holder at any time  prior  to
maturity  at  an  initial  conversion  price of $1.00  per  share  (subject  to
adjustment  upon the occurrence of certain  events)  once  the  Certificate  of
Incorporation is modified to increase the number of authorized shares of Common
Stock.  No underwriter  was  engaged  in connection with or participated in the
foregoing sale of the Debentures.  Sales  of  Debentures  were made in reliance
upon Section 4(2) and Regulation D of the Act.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

Item 5. OTHER INFORMATION

None.



<PAGE>

PART  II - OTHER INFORMATION CONTINUED


Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(A) Exhibits

    11.0 Statement re Computation of Per Share Earnings

(B) Reports on Form 8-K

Listed below are reports on Form 8-K filed during the fiscal quarter ended
December 31, 1997:

<TABLE>
<CAPTION>
ITEMS REPORTED             Financial Statements Filed      Date of Report
<S>                        <C>                             <C>
Acquisition of Magec       To be Filed by Amendment        December 23, 1997
</TABLE>



<PAGE>

                                  SIGNATURES


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



                                    LYNTON GROUP, INC.


Dated: MARCH 26, 1998           By: /S/ CHRISTOPHER TENNANT
                                    Christopher Tennant, President
                                    and Chief Executive Officer


Dated: MARCH 26, 1998           By: /S/ PAUL A. BOYD
                                    Paul A. Boyd, Secretary, Treasurer and
                                    Principal Financial Officer



<PAGE>

Exhibit 11 - Computation of per share earnings


<TABLE>
<CAPTION>
                                   LYNTON GROUP, INC. AND SUBSIDIARIES
                                    COMPUTATION OF EARNINGS PER SHARE
                         For the three months ended December 31, 1997 and 1996
                                               (Unaudited)

                                                           1997        1996
<S>                                                   <C>          <C>
Weighted average shares of Common Stock outstanding      6,394,872   6,394,872
Average shares outstanding - Basic earnings per share    6,394,872   6,394,872

Weighted average shares of Common Stock outstanding      6,394,872   6,394,872
Weighted average Common Stock equivalents (1)              431,299           -
Assumed conversion of 10% Senior Subordinated
 Convertible Debentures (1)                                 77,772           -
Assumed conversion of 8% Subordinated Convertible
 Debentures (1)                                            568,957           -
Average shares outstanding - Diluted earnings per share  7,472,900   6,394,872

BASIC EARNINGS PER SHARE:
Average shares outstanding                               6,394,872   6,394,872
Net income available to common shareholders               $192,373    $145,415
Per share amount                                             $0.03       $0.02

DILUTED EARNINGS PER SHARE:
Average shares outstanding                               7,472,900   6,394,872
Net income                                                $192,373    $145,415
Plus effect of dilutive securities                           1,944           -
Net income available to common shareholders plus
 assumed conversions                                      $194,317    $145,415
Per share amount                                             $0.03       $0.02
</TABLE>

(1)  Certain options to purchase shares of Common Stock of the Company, and the
Convertible Debentures have a an exercise price below the fair value of common
stock for the three months ended December 31, 1997, had a dilutive effect on
earnings per share and are, therefore included on a weighted average basis in
the calculation of diluted earnings per share.  Fair market value has been
computed using the weighted average market price of shares traded in the three
months ended December 31, 1997.

<PAGE>