<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
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                                 FORM 10-KSB/A
                                Amendment No. 3

[X]    ANNUAL REPORT UNDER SECTION 13 or 15(d) of the SECURITIES EXCHANGE ACT OF
       1934
       For the fiscal year ended December 31, 2001.

[ ]    TRANSITION REPORT UNDER SECTION 13 or 15(d) of the SECURITIES EXCHANGE
       Act of 1934
       For the transition period from                to

                        Commission File Number: 000-19828

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                                SPATIALIGHT, INC.
                 (Name of Small Business Issuer in its Charter)

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

             9 Commercial Blvd., Suite 200, Novato, California 94949
                    (Address of principal executive offices)

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

                Securities registered under Section 12(b) of the
             Exchange Act: None

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

                          Common Shares, $.01 par value
                                (Title of Class)

     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 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. [ ]

     Issuer's revenues for the fiscal year ended December 31, 2001 aggregated
$10,000

     The aggregate market value for the Issuer's voting stock held by
non-affiliates of the Issuer, based upon the $3.75 per share closing sale price
of the Common Stock on March 20, 2002 as reported on the Nasdaq SmallCap Market,
was approximately $57,310,706. Shares of Common Stock held by each officer and
director and by each person who owns 5% or more of the outstanding common stock
have been excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.

     As of March 20, 2002, Registrant had 25,855,217 shares of Common Stock
outstanding.

     Transitional Small Business Disclosure Format (check one):
         Yes [ ] No [X]


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ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

1.     EXHIBITS

         EXHIBIT #                DESCRIPTION
         ---------                -----------

            3.1     Amended and Restated Certificate of Incorporation
                    (incorporated by reference to Exhibit 3.1 to the Company's
                    Amendment No. 1 to Form S-3 Registration Statement filed
                    November 18, 1999).
            3.2     Bylaws (incorporated by reference to Exhibit B to the
                    Company's Form 8-K filed February 7, 1995).
           10.1     1991 Employee Stock Option Plan and Form of Stock Option
                    Agreement thereunder (incorporated by reference to Exhibit
                    10.1 to the Company's Registration Statement on Form S-1
                    filed February 13, 1992).
           10.2     1993 Nonstatutory Employee Stock Option Plan and Form of
                    Stock Option Agreement thereunder (incorporated by reference
                    to Exhibit 10.2 to the Company's Registration Statement on
                    Form S-1 filed February 13, 1992).
           10.3     1993 Nonstatutory Directors Stock Option Plan (incorporated
                    by reference to Exhibit 10.3 to the Company's Registration
                    Statement on Form S-1 filed February 13, 1992).
           10.4     1999 Stock Option Plan (incorporated by reference to Exhibit
                    10.4 to the Company's Amendment No. 1 to Form S-3
                    Registration Statement filed on November 18, 1999).
           10.5     Form of Convertible Secured Loan Agreement, dated as of
                    December 1, 1999, between SpatiaLight, and the twenty-two
                    lenders listed on Exhibit A to such form (incorporated by
                    reference to Exhibit 10.9 to the Company's Form 10KSB filed
                    April 14, 2000).
           10.6     Form of Security Agreement, dated as of December 1, 1999,
                    between SpatiaLight, and the twenty-two lenders listed on
                    Schedule A to such form (incorporated by reference to
                    Exhibit 10.10 to the Company's Form 10KSB filed April 14,
                    2000).
           10.7     Form of Registration Rights Agreement, dated as of December
                    1, 1999, between SpatiaLight, and the twenty-two lenders
                    listed on Exhibit A to such form (incorporated by reference
                    to Exhibit 10.11 to the Company's Form 10KSB filed April 14,
                    2000).
           10.8     Form of Agreement and Warrant to Purchase Common Shares,
                    dated as of December 1, 1999, between SpatiaLight, and the
                    twenty-two lenders listed on the Exhibit A of Convertible
                    Secured Loan Agreement (incorporated by reference to Exhibit
                    10.12 to the Company's Form 10KSB filed April 14, 2000).
           10.9     Form of Convertible Secured Note, dated as of December 1,
                    1999, between SpatiaLight, and the twenty-two lenders listed
                    on Exhibit A of the Convertible Secured Loan Agreement
                    (incorporated by reference to Exhibit 10.13 to the Company's
                    Form 10KSB filed April 14, 2000).
           10.10    Employment Agreement between the Company and Miles L. Scott
                    dated December 31, 1999 (incorporated by reference to
                    Exhibit 10.17 to the Company's Form 10KSB filed on April 14,
                    2000).
           10.11    Settlement Agreement between the Company and Michael Burney
                    dated August 23, 2000.
           10.12    Standard Office Lease dated February 22, 1999, between
                    Dennis A. and Susan Johann Gilardi and SpatiaLight, Inc.
                    (incorporated by reference to Exhibit 10.22 to the Company's
                    Form 10QSB filed on May 17, 1999).
           10.13*   Memorandum of Understanding between China Electronics
                    Corporation (CEC) and SpatiaLight, Inc.
           10.14    Memorandum of Understanding between HiSense Electric Co.,
                    Ltd. / IRICO Group Corp. and SpatiaLight, Inc.
           10.15    Agreement of Principal Terms between Skyworth Display Ltd.
                    and SpatiaLight, Inc.
           10.16*   Agreement of Principal Terms between Shanghai Information
                    Industry Co. Ltd. (S.V.A.) and SpatiaLight, Inc.
           10.17    Agreement of Principal Terms between Panda Electronics Group
                    Co. Ltd. (Panda) and SpatiaLight, Inc.
           16.1     Letter from KPMG LLP pursuant to Item 304(a)(3) of
                    Regulation S-B (incorporated by reference to Exhibit 1 of
                    the Company's Form 8-K filed April 9, 2001).
           21.1     Principal subsidiaries of the Company.

           23.1     Consent of BDO Seidman, LLP

*Confidential treatment has been requested with respect to certain portions of
this exhibit. Omitted portions have been filed separately with the Securities
and Exchange Commission.


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