SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                  FORM 10-KSB-A
(Mark One)


/ /       ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
          OF 1934 [FEE REQUIRED]

For the year ended December 31, 1996


/ /       TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
          ACT OF 1934 [NO FEE REQUIRED]

For the transition period from _________________________ to _______________

                         Commission file number 1-11784

                 The Netplex Group, Inc. (f/k/a CompLink, Ltd.)
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                 (Name of small business issuer in its charter)

              New York                                   11-2824578
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(State or other jurisdiction of                        (I.R.S. employer
 incorporation or organization)                         identification no.)

8260 Greensboro Drive, 5th floor, McLean, VA           22102
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(Address of principal executive offices)             (Zip code)

Issuer's telephone number, including area code: (703) 356-3001

Securities registered under Section 12(b) of the Exchange Act:


================================================================================
       Title of Each Class        Name of Each Exchange on Which Registered
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Common Stock, $.01 par value     The NASDAQ SmallCap Market and the Boston Stock
                                 Exchange
================================================================================

Securities registered pursuant to Section 12(g) of the Exchange Act:

                                      None

         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 .

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained,  to the best of  registrant's  knowledge,  in definitive  proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

         State issuer's revenues for its most recent year   $33,524,679

         State  the  aggregate   market  value  of  the  voting  stock  held  by
non-affiliates  computed by  reference to the price at which the voting stock as
sold,  or the average bid and asked  prices of such stock,  as of April 25, 1997
(See definition of affiliate in Rule 12b-2 of the Exchange Act). $15,836,919


Note:  If  determining  whether  a  person  is  an  affiliate  will  involve  an
unreasonable  effort and expense,  the issuer may calculate the aggregate market
value of the common  equity held by  non-affiliates  on the basis of  reasonable
assumptions, if the assumptions are stated.

As of April 25, 1997,  the are 6,542,903  shares of the  Company's  Common Stock
outstanding.

This  report  consists  of X  consecutively  numbered  pages  (inclusive  of all
exhibits and including this cover page). The Exhibit Index appears on page 10.

<PAGE>

Item 9.   Directors,   Executive   Officers,   Promoters  and  Control  Persons;
          Compliance with Section 16(a) of the Exchange Act

The  following  table  sets  forth the ages of the  Executive  Officers  and the
members of the Board of Directors and the  positions  they hold with The Netplex
Group, Inc., a New York Corporation (the "Company"):


Name                          Age                         Position
----                          ---                         --------

Gene Zaino                     39      President,  Chief  Executive  Officer and
                                       Chairman

Robert Skelton                 35      Vice President - Human Resources, General
                                       Counsel and Secretary

Matthew Jones                  35      Chief Financial Officer and Treasurer

Richard Goldstein (1)(2)       50      Director

Howard Landis (1)              44      Director

Neil Luden                     41      Director

Deborah Novick (2)             32      Director

------------------
(1)  Member of the Compensation Committee
(2)  Member of the Audit Committee

Gene Zaino has been a Director of the Company  since  August 1995 and became its
Chief  Executive  Officer and Chairman  upon  completion  of the merger with The
Netplex  Group,  Inc., a Virginia  corporation  ("Netplex")  and America's  Work
Exchange,  Inc.  ("AWE") in June 1996. From November 1995 through the completion
of the merger,  Mr. Zaino functioned in the capacity of Chief Executive Officer.
Mr. Zaino started his career at KPMG Peat Marwick LLP in 1980. He was a founding
partner of Evernet  Systems,  Inc.  which was acquired by Control Data  Systems,
Inc. in 1993. In January 1994, Mr. Zaino  developed the business plan which lead
to the  formation  of  Netplex.  Mr.  Zaino is a Graduate of the  University  of
Pennsylvania, Wharton School and is a Certified Public Accountant.


<PAGE>

Robert Skelton  joined the Company as its Vice President of Human  Resources and
General  Counsel in September  1996 and became its  Secretary in November  1996.
From November 1990 to June 1996, Mr.  Skelton  served in similar  capacities for
Central Atlantic Toyota Distributors,  Inc., and Quality Port Processors,  Inc.,
subsidiaries  of Toyota Motor Sales,  USA. From July 1986 through  October 1990,
Mr. Skelton was an attorney with the law firm of Webster,  Chamberlain & Bean in
Washington D.C.. Mr. Skelton holds a Bachelors of Arts in Political  Science and
Modern  Language  from Union  College and a Juris Doctor from George  Washington
University. Mr. Skelton is an Attorney and a member of the District of Columbia,
Maryland, and Virginia Bars.

Matthew  Jones  joined the Company as its Chief  Financial  Officer in September
1996 and became its Treasurer in November 1996.  From August 1992 through August
1996,  Mr.  Jones  served as the  Director of Finance for Telos  Corporation,  a
Virginia based Systems integrator and Computer services provider. From July 1984
to August  1992,  Mr.  Jones was  employed  in  various  capacities  with  Price
Waterhouse - lastly as an Audit Manager.  Mr. Jones holds a Bachelors of Science
in Business  Administration  -  Accounting  from  California  State  University,
Northridge and is a Certified Public Accountant. Richard Goldstein has served as
a Director of the Company since July 1996.  Mr.  Goldstein has been a Partner of
Tocci,  Goldstein and Company,  L.L.P., a New York City based C.P. A. firm since
1992. Prior thereto, Mr. Goldstein was a Tax Partner with KPMG Peat Marwick LLP.
Mr.  Goldstein  holds a Bachelor of Business  Administration  in Accounting  and
Master of Business  Administration  in Taxation from the City  University of New
York and is a Certified Public Accountant.

Howard Landis became a Director of the Company in June 1996. Mr. Landis has been
serving as the General Partner of five venture capital limited  partnerships for
more  than  five (5)  years and as such he is  responsible  for  initiating  and
monitoring investments on behalf of the partnerships.  Mr. Landis also serves as
a Director on a number of privately held  Corporations.  Mr. Landis has a M.B.A.
from Harvard University and is a Certified Public Accountant.

Neil Luden is  currently a  consultant  to the Company and has served in various
capacities  with the Company  since June 1992.  From June 1996 until April 1997,
Mr. Luden served as a Vice  President and  Director.  From December 1992 through
the  Company's  Merger with Netplex and AWE in June 1996, he served as President
of the Company and a Director.  Prior  thereto,  from March 1990 to June 1992 he
was president and the sole stockholder of ALN Enterprises, Inc., a financial and
business  consulting  firm. From June 1983 to March 1990, Mr. Luden was employed
in various capacities with Prudential-Bache  Securities,  Inc., lastly as a Vice
President--Systems. Mr. Luden is a graduate of St. Johns University.

                                      -2-
<PAGE>

Deborah  Novick has been a Director of the Company  since  August,  1995 and has
served in a variety of  capacities  at GKN  Securities  Corp.,  a New York based
investing  banking  company,  since August 1992,  including most recently Senior
Vice President -- Investment  Banking.  Prior  thereto,  Ms. Novick was a Senior
Analyst with Value Line,  Inc.  from August 1989 until August 1992.  Ms.  Novick
holds a M.B.A. from Cornell University.


Item 10.  Executive Compensation

The following table sets forth, for the fiscal years indicated, all compensation
awarded to,  earned by or paid Gene Zaino,  the  President  and Chief  Executive
Officer of the Company.  In June 1996,  the Company  merged with the Netplex and
AWE.  Compensation paid for periods prior to June 1996 constitutes  compensation
paid by Netplex or AWE.  The Company had no  executive  officer,  other than Mr.
Zaino,  whose salary  exceeded  $100,000 for year ended  December 31, 1996.  The
total  compensation  paid to all  executive  officers of the Company in the year
ended December 31, 1996 was $201,000.


                                             Summary Compensation Table
<TABLE>
<CAPTION>

                                                                                           Long-Term
                                                                                         Compensation
                                                   Annual Compensation(1)                   Awards
                                                                                         ------------
                                                                                          Securities
                               Fiscal                                 Other Annual        Underlying         All Other
Name and Principal Position     Year        Salary($)    Bonus(S)     Compensation($)     Options(#)     Compensation($)(2)
---------------------------     ----        ---------    --------     ---------------     ----------     ------------------

<S>                             <C>       <C>                <C>               <C>           <C>            <C>
Gene Zaino, President           1996      $116,423           - 0 -             - 0 -          - 0 -         $27,125

                                1995      $ 86,100           - 0 -             - 0 -         615,000        $ 5,425(2)

                                1994      $ 48,462           - 0 -             - 0 -          - 0 -           - 0 -
</TABLE>

                                      -3-
<PAGE>

-----------------------
(1)      Mr. Zaino is employed under an employment  agreement  pursuant to which
         he is  paid a  base  salary  of  $130,000  per  annum.  See  "Executive
         Compensation -- Employment and Related Agreements."

(2)      Mr. Zaino  received  $5,425 per month from  November  1995 through June
         1996 pursuant to a consulting agreement with the Company

Stock Option Grants

The  Company  did not grant any  options to Mr.  Zaino in the fiscal  year ended
December 31, 1996. As part of the merger,  Mr. Zaino  exchanged  options that he
held in Netplex and AWE for options to purchase an aggregate  of 600,000  shares
of Common Stock at exercise prices ranging from $2.90 to $2.98 per share.

Fiscal Year End Option Values

No options were  exercised  by Mr.  Zaino in the fiscal year ended  December 31,
1996. The following table sets forth certain  information  regarding the options
held by Mr. Zaino at December 31, 1996.


          Aggregate Option Exercises and Fiscal Year-End Option Values
<TABLE>
<CAPTION>

                                 Number of Securities
                                      Underlying                              Value of Unexercised
                                Unexercised Options at                       In-the-Money Options at
                                 December 31, 1996(1)                        December 31, 1996($)(1)
                                 --------------------                        -----------------------
        Name           Exercisable                Unexercisable     Exercisable                Unexercisable
        ----           -----------                -------------     -----------                -------------
<S>                    <C>                           <C>             <C>                        <C>
Gene Zaino             207,500                       407,500         $59,333                    $118,667
</TABLE>

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

(1)  At December  31, 1996 the closing  price of the  Company's  Common Stock as
     reported by the NASD OTC Electronic Bulletin Board was approximately $3.25.


Employment and Related Agreements

Mr. Zaino is employed under a three-year employment  agreement,  effective as of
June  7,1996,  pursuant to which he is paid a base salary of $130,000 per annum,
subject to increase by the Company's Board. Mr. Zaino may also receive an annual
bonus at the sole  discretion of the Company's  Board,  based upon the financial
and operating performance of the Company.

                                      -4-
<PAGE>
The Company  obtained  key-person  life insurance in the amount of $1 million on
the life of Mr. Zaino.

Directors' Compensation

Directors  receive no fees or other for  attendance at meetings of the Company's
Board.

The Company has created the 1995 Directors'  Stock Option Plan (the  "Directors'
Plan")  pursuant  to which  any  Director  of the  Company  who is not a full or
part-time  employee  of  the  Company  may be  eligible  to  participate  in the
Directors'  Plan. To date,  options to purchase 60,000 shares at exercise prices
ranging from $2.50 to $3.5625 per share have been granted to Directors.

Board of Directors Interlocks and Insider Participation

The Company's Board has a Compensation Committee consisting of Mr. Goldstein and
Mr. Landis and an Audit Committee consisting of Mr. Goldstein and Ms. Novick and
there are no Board of Directors interlocks.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information concerning ownership of the Company's
Common Stock, as of April 25,1997, by each person known by the Company to be the
beneficial  owner of more than five percent of the Common Stock,  each director,
each nominee for  Director,  each  executive  officer and by all  directors  and
executive officers of the Company as a group.

                                      -5-
<PAGE>

  Name of Beneficial Owner             Number of Shares of Common Stock
                                          Beneficially Owned (1)


                                       Number                      Percent
                                       ------                      -------

Gene Zaino                            1,529,850(2)                   22.5%

Stan Fisher                           481,753(3)                      7.3%

Michael O'Connor                      483,089(4)                      7.3%

Scott Pagoda                           621,072                        9.5%
PO Box 10229
Zephyr Cove, NV 89448

John Thompson                         355,746(5)                      5.3%

Deborah Novick                         8,750(6)                         *

Richard Goldstein                         0                             -

Neil Luden                            100,000(7)                        *

Howard Landis                         50,000(8)                        -

Matthew Jones                             0                            -

Robert Skelton                            0                          24.2%

All directors and                    1,688,600(9)                    24.2%
   executive officers as a
   group(7 persons)

------------------------
*  Less than 1%.

(1)  Beneficial  ownership is  determined  in  accordance  with the rules of the
     Securities  and  Exchange  Commission  and  generally  includes  voting  or
     investment power with respect to securities. Shares of Common Stock subject
     to options or warrants  currently  exercisable,  or  exercisable  within 60
     days,  are deemed  outstanding  for computing the  percentage of the person
     holding  such  options  or  warrants  but are not  deemed  outstanding  for
     computing  the  percentage  of any  other  person.  Based  on a  review  of
     Schedules  13G and 13D that have been filed and  delivered  to the Company,
     the Company is not aware of any 5% beneficial  holders of its Common Stock,
     other than the persons specified in the table above.

                                      -6-

<PAGE>
(2)  Includes 265,920 shares of Common Stock, subject to options or warrants.

(3)  Includes 53,142 shares of Common Stock subject to options or warrants.  Mr.
     Fischer is an  employee  and member of the  senior  management  team of the
     Company but is not an Executive Officer.

(4)  Includes  93,028 shares of Common Stoc subject to options or warrants.  Mr.
     O'Connor is an employee and a member of the senior  management  team of the
     Company but is not an Executive Officer.

(5)  Includes 135,094 shares of Common Stock subject to options or warrants. Mr.
     Thompson is an employee and a member of the senior  management  team of the
     Company but is not an Executive Officer.

(6)  Consists of 8,750 shares of Common Stock subject to options or warrants.

(7)  Consists of 100,000 shares of Common Stock subject to options.

(8)  Consists of warrants to purchase 50,000 share of Common Stock

(9)  Includes 424,670 shares of Common Stock subject to options or warrants.

Item 12.   Certain Relationships and Related Transactions

The Company  contracted  with an entity  owned by Scott  Pogoda,  a five percent
shareholder  for  the  development  of the  software  to used  to  maintain  the
Company's  Centralized National Technical Database.  The Company paid Mr. Pogoda
$150,000 and has a remaining  obligation of $62,000 at December 31, 1996 related
to the development of this software.

Ms.  Novick  is a Vice  President  of the  Placement  Agent of the 1996  Private
Placement. The Company paid the Placement Agent $432,500 in fees associated with
the completion of this transaction.

The Company paid $17,900 for accounting,  tax and consulting services in 1996 to
a CPA firm in which Mr. Goldstein is a Partner.


Item 13.   Exhibits and Reports on Form 8-K.

(a)  Exhibit
     No.
          2.1       Agreement and Plan of Reorganization and Merger dated as

                                      -7-
<PAGE>

                    of November  20, 1995 by and among the Netplex  Group,  Inc.
                    America's Work Exchange, Inc. and the Company.**
          3.1       The   Company's   Amended  and   Restated   Certificate   of
                    Incorporation. ***
          3.2       The  Company's  By-laws.**
          3.3       Amendment to the Company's Amended and Restated  Certificate
                    of Incorporation *
          4.1       Form of Common Stock
                       Certificate***
          4.5       Form of Warrant issue to investors in  connection  with 1992
                    bridge financing.***
          4.6       Form of Unit Purchase  Option granted to the  Underwriter of
                    the Company's initial public offering.**
          4.7       Form of  Purchase  Option  granted  to  Placement  Agent  in
                    connection with the 1996 Private Placement.*****
          4.8       Form of Warrant  issued in connection  with the 1996 Private
                    Placement.****
          4.9       Certificate of Designation for the preferred stock.****
         10.5       1992 Incentive and Non-Qualified Stock Option Plan.**
         10.6       Amendment to 1992 Incentive and  Non-Qualified  Stock Option
                    Plan.**
         10.9       Form of  Indemnification  Agreement between the Officers and
                    Directors of the Company and the Company.**
        10.10       1995 Director's Stock Option Plan.*****
        10.11       1995 Consultant's Stock Option Plan.*****
        10.12       Employment Agreement between the Company and Gene Zaino*
        10.13       Agreement by and among  XcelleNet,  Inc., The Netplex Group,
                    Inc. and Technology Development Systems, Inc. dated November
                    5, 1996.******
        11          Computation Re: Per Share Earnings*
        23          Consent of KPMG Peat Marwick LLP.*
        27          Financial Data Schedule.*

  (b)      The Company filed one report Form 8-K/A in the quarter ended December
           31, 1996, under Item 2 Acquisition and Disposition of Assets.

----------------------
*         Incorporated  by  reference  to the  Company's  Annual  Report on Form
          10-KSB for the fiscal year ended December 31, 1996.
**        Incorporated by reference to the Company's Current Report on Form 8-K,
          Filed with the Securities and Exchange  Commission (the  "Commission")
          on June 7, 1996, as amended.
***       Incorporated by reference to the Company's  Registration  Statement on
          Form SB-2,  filed the Commission on January 29, 1993  (Commission File
          No. 33-57546).
****      Incorporated by reference to the Company's  Registration  Statement on
          Form S-3, filed the Commission on November 19, 1996  (Commission  File
          No. 333-16423).
*****     Incorporated by reference to the Company's  Registration  Statement on
          Form S-8, filed with the  Commission on December 31, 1996  (Commission
          File No. 333-19115)
******    Filed Herewith.


                                      -8-

<PAGE>
                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the Exchange Act, the  registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of McLean,  Commonwealth of Virginia on the 30th day
of April 1997.

                                        The Netplex Group, Inc.


                                        By: /s/ Gene Zaino
                                           -----------------------------------
                                           Gene Zaino
                                           Chief Executive Officer