<PAGE>


                   UNITED STATES SECURITIES AND EXCHANGE COMMISION 
                                 Washington D.C.2054


                                     FORM 10-QSB


                                      (Mark One)

   [x] Quarterly report pursuant to Section 13 of 15(d) of the Securities
       Exchange Act of 1934

                     For the quarterly period ended March 31,1997

                                          or

   [ ] Transition report pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934

                           Commission File Number:  0-20939

                                      CNET, INC.
                    (Name of small business issuer in its charter)

               Delaware                               13-3696170
     (State or other jurisdiction of               (I.R.S. Employer
     incorporation or organization)               Identification No.)


                                 150 Chestnut Street
                               San Francisco, CA  94111
                 (Address of principal executive officers) (zip code)

                           Telephone number (415) 395-7800
                 (Registrant's telephone number, including area code)

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 reports) and (2) has been subject to such
filing requirements for the past 90 days.
                                    Yes[x]  No[ ]

As of April 30, 1997 there were 13,322,048 shares of the registrant's common 
stock outstanding.


                                       1
<PAGE>


                                     INDEX


                         PART I.  FINANCIAL INFORMATION
Item 1.  Condensed Financial Statements

         Condensed Balance Sheets as of March 31, 1997 and
         December 31, 1996. . . . . . . . . . . . . . . . . . . . . . . . .  3

         Condensed Statements of Operations for the three 
         months ended March 31, 1997 and 1996. . . . . . . . . . . . . . .   4

         Condensed Statements of Cash Flows for the 
         three months ended March 31, 1997 and 1996. . . . . . . . . . . .   5

         Notes to Condensed Financial Statements . . . . . . . . . . . . .   6

Item 2   Management's Discussion and Analysis of Financial  
         Condition and Results of Operations . . . . . . . . . . . . . . .   7

                         PART II.  OTHER INFORMATION
Item 6.  Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . .  11

         Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12


                                       2
<PAGE>


                                   CNET, INC.
                           CONDENSED BALANCE SHEETS
                                  (UNAUDITED)


                                     March 31, 1997       December 31, 1996
                                    ----------------      ------------------
               ASSETS
Current assets:
  Cash and cash equivalents         $  11,738,125            $  20,155,935
  Accounts receivable, net              5,980,131                5,292,177
  Other current assets                    978,919                  940,691
                                    ----------------        ----------------
    Total current assets               18,697,175               26,388,803

Property and equipment, net            13,541,202               11,743,291
Other assets                            1,773,499                1,709,775
                                    ----------------        ----------------
                                    $  34,011,876            $  39,841,869
                                  ------------------      ------------------
                                  ------------------      ------------------


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
  Accounts payable                   $  2,045,417             $  2,911,663
  Accrued liabilities                   3,735,484                2,973,364
  Current portion of long-term debt       281,145                  281,145
                                    ----------------        ----------------
    Total current liabilities           6,062,046                6,166,172

Long-term debt                            498,026                  577,543
                                    ----------------        ----------------
    Total liabilities                   6,560,072                6,743,715


Stockholders' equity:
  Preferred stock                               -                        -
  Common stock                              1,340                    1,328
  Additional paid in capital           69,666,834               62,424,993
  Accumulated deficit                 (42,216,370)             (29,328,167)
                                    ----------------        ----------------
    Total stockholders' equity         27,451,804               33,098,154
                                    ----------------        ----------------
                                    $  34,011,876            $  39,841,869
                                  ------------------      ------------------
                                  ------------------      ------------------

             See accompanying notes to financial statements.


                                       3
<PAGE>


                                   CNET, INC.
                      CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


                                               Three months ended 
                                                   March 31,
                                     ---------------------------------------
                                           1997                     1996
                                     ----------------      -----------------
Revenues:
 Television                          $  1,779,795           $      607,697
 Internet                               4,538,349                1,045,145
                                     ----------------      -----------------
  Total Revenues                        6,318,144                1,652,842

Cost of revenues:
 Television                             1,773,702                1,354,478
 Internet                               3,704,511                1,442,727
                                     ----------------      -----------------
  Total cost of revenues                5,478,213                2,797,205
                                     ----------------      -----------------

Gross profit (deficit)                    839,931               (1,144,363)

Operating expenses:
 Sales and marketing                    2,353,267                1,306,266
 Development                            2,533,399                  489,913
 General and administrative             1,344,547                  648,311
 Warrant compensation expense           7,000,000                        -
                                     ----------------      -----------------
  Total operating expenses             13,231,213                2,444,490
                                     ----------------      -----------------

Operating loss                        (12,391,282)              (3,588,853)

Other income (expense):
 Loss on joint venture                   (748,954)                 (16,419)
 Other income (expense)                   252,033                  (93,251)
                                     ----------------      -----------------
 Total other (expense)                   (496,921)                (109,670)
                                     ----------------      -----------------
 Net loss                           $ (12,888,203)           $  (3,698,523)
                                  --------------------   -------------------
                                  --------------------   -------------------

Net loss per share                       $  (0.97)                $  (0.40)

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

Shares used in calculating per 
  share data                           13,300,127                9,216,045
                                     ----------------      -----------------
                                     ----------------      -----------------

                   See accompanying notes to financial statements.


                                       4
<PAGE>

                                   CNET, INC.
                           STATEMENTS OF CASH FLOWS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                          Three months ended
                                                                                               March 31,
                                                                                -----------------------------------
                                                                                       1997                 1996
                                                                                -----------------  ----------------
<S>                                                                             <C>                 <C>
Cash flows from operating activities:
 Net loss                                                                       $  (12,888,203)     $   (3,698,523)
 Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation and amortization                                                      983,444             246,112
    Amortization of program costs                                                    1,725,144             771,253
    Allowance for doubtful accounts                                                     22,421                   -
    Other                                                                                    -              27,106
    Reserve for joint venture                                                          748,954                   -
    Warrant Compensation Expense                                                     7,000,000                   -
    Changes in operating assets and liabilities:
      Accounts receivable                                                             (710,375)             29,302
      Other current assets                                                            (217,105)             (8,542)
      Other assets                                                                    (120,382)            (67,495)
      Accounts payable                                                                (866,246)            613,938
      Accrued liabilities                                                              762,206             102,781
                                                                                   -------------      ------------
         Net cash used in operating activities                                      (3,560,142)         (1,984,068)
                                                                                   -------------      ------------
    
 Cash flows from investing activities:                                                        
    Purchases of equipment, excluding capital leases                                (2,723,737)           (973,760)
    Purchases of programming assets                                                 (1,546,266)           (771,253)
    Loan to joint venture                                                             (750,000)           (187,414)
                                                                                   -------------      ------------
         Net cash used in investing activities                                      (5,020,003)         (1,932,427)
                                                                                   -------------      ------------
    
 Cash flows from financing activities:                                                        
    Net proceeds from issuance of convertible preferred stock                                -              33,333
    Allocated proceeds from issuance of warrants                                             -             164,000
    Proceeds from debt                                                                       -           3,636,000
    Net proceeds from employee stock purchase plan                                      73,470                   -
    Net Proceeds from exercise of options                                              168,382                   -
    Principal payments on capital leases                                               (36,912)            (14,397)
    Principal payments on equipment note                                               (42,605)            (21,945)
                                                                                   -------------      ------------
         Net cash provided by financing activities                                     162,335           3,796,991
                                                                                   -------------      ------------
    
 Net (decrease) in cash and cash equivalents                                        (8,417,810)           (119,504)
 Cash and cash equivalents at beginning of period                                   20,155,935             703,083
                                                                                   -------------      ------------
 Cash and cash equivalents at end of period                                      $  11,738,125      $      583,579
                                                                                   -------------      ------------
                                                                                   -------------      ------------

 Supplemental disclosure of cash flow information:                                                                               
    Interest paid                                                                $      62,850      $       22,081
                                                                                   -------------      ------------
                                                                                   -------------      ------------

</TABLE>

                    See accompanying notes to financial statements


                                       5
<PAGE>


                                    CNET, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

(1)  BASIS OF PRESENTATION

     In the opinion of management, the accompanying unaudited condensed
financial statements reflect all adjustments, consisting only of normal
recurring adjustments, considered necessary for a fair presentation of the
financial condition, results of operations and cash flows for the periods
presented.  These condensed financial statements should be read in conjunction
with the audited financial statements included in the Company's 10-KSB, as filed
with the Securities and Exchange Commission which contains additional financial
and operating information and information concerning the significant accounting
policies followed by the Company.

     The results of operations for the three months ended March 31,1997 are not
necessarily indicative of the results to be expected for the current year or any
other period.

NET LOSS PER SHARE

     Net loss per share is computed based on the weighted average number of 
shares of common stock outstanding and common equivalent shares from stock 
options and warrants (under the treasury stock method, if dilutive). In 
accordance with certain SEC Staff Accounting Bulletins, such computations 
include all common equivalent shares (using the treasury stock method) issued 
subsequent to May 10, 1995 as if they were outstanding for all periods 
presented using the IPO price. Common equivalent shares issued prior to May 
10, 1995 are excluded from the computation if their effect is anti-dilutive. 
Furthermore, common equivalent shares from convertible preferred stock that 
automatically or voluntarily converted upon the completion of the Company's 
IPO are included in the calculation using the as-converted method from the 
original date of issuance.

     The Financial Accounting Standards Board recently issued Statement of 
Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share." SFAS 
No. 128 requires the presentation of basic earnings per share ("EPS") and, 
for companies with complex capital structures, diluted EPS. SFAS No. 128 is 
effective for annual and interim periods ending after December 15, 1997. The 
Company expects that for profitable periods, basic EPS will be higher than 
primary earnings per share as presented in the accompanying consolidated 
financial statements and diluted EPS will not differ materially from earnings 
per share as presented in the accompanying financial statements. Computations 
for loss periods should not change significantly.

(1)  BALANCE SHEET


     PROPERTY AND EQUIPMENT
     A summary of property and equipment follows:


                                                     March 31,   December 31,
                                                       1997          1996
                                                 -------------- --------------
Computer Equipment                                $  7,782,077  $  6,389,144
Production Equipment                                 2,090,472     2,017,546
Office Equipment                                     1,055,994     1,349,978
Leasehold improvements                               4,907,646     4,128,625
Furniture & Fixtures                                   301,432       156,861
Other                                                  678,440        50,169
                                                  ------------- ---------------
                                                    16,816,061    14,092,323

Less accumulated depreciation and amortization       3,274,859     2,349,032
                                                  ------------- ---------------
                                                  $ 13,541,202  $ 11,743,291
                                                  ------------- ---------------
                                                  ------------- ---------------

ACCRUED LIABILITIES
A summary of accrued liabilities follows:

                                                     March 31,   December 31,
                                                       1997          1996
                                                  ------------- ---------------
Compensation and related benefits                 $  2,202,267  $  1,298,700
Advertising                                            961,105       734,934
Other                                                  572,112       939,730
                                                  ------------- ---------------
                                                  $  3,735,484   $  2,973,364
                                                  ------------- ---------------
                                                  ------------- ---------------


                                       6
<PAGE>


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

     The Company was founded in December 1992 and first recognized revenues 
from its television operations in April 1995 and from its Internet operations 
in October 1995.  Accordingly, the Company has an extremely limited operating 
history upon which an evaluation of the Company and its prospects can be 
based. The Company's prospects must be considered in light of the risks, 
expenses and difficulties frequently encountered by start-up companies in the 
television programming industry and in the new and rapidly evolving market of 
Internet products, content and services.  To address these risks, the Company 
must, among other things, effectively develop new relationships and maintain 
existing relationships with its advertising customers, their advertising 
agencies and other third parties, provide original and compelling content to 
Internet users and television viewers, develop and upgrade its technology, 
respond to competitive developments and attract, retain and motivate 
qualified personnel. There can be no assurance that the Company will succeed 
in addressing such risks and the failure to do so could have a material 
adverse effect on the Company's business, financial condition or operating 
results.  Additionally, the limited history of the Company makes the 
prediction of the future operating results difficult or impossible, and there 
can be no assurance that the Company's revenues will increase or even 
continue at their current level or that the Company will achieve or maintain 
profitability or generate cash from operations in future periods.  Since 
inception, the Company has incurred significant losses and, as of March 31, 
1997, had an accumulated deficit of $42.2 million.  The Company expects to 
continue to incur significant losses on a quarterly and annual basis in the 
future.

RESULTS OF OPERATIONS

     REVENUES

     TELEVISION REVENUES 

     Television revenues were $1.8 million and $608,000 for the three months
ended March 31, 1997 and 1996 respectively.  The increase of $1.2 million is
due to the effect of the amendment to the Company's agreement with USA Networks
on July 1, 1996 and its agreement with Golden Gate Productions, L.P. ("GGP") in
August 1996.  Through June 30, 1996 television revenues were principally derived
from the sale of advertising during the Company's CNET CENTRAL television
series, which was carried nationally on USA Network and Sci-Fi Channel pursuant
to an agreement with USA Networks.  In April 1996, the Company and USA Networks
amended their agreement, effective July 1, 1996.  Under the amended agreement,
USA Networks licensed the right to carry CNET CENTRAL and two additional
programs on its networks for an initial one-year term for a fee equal to the
cost of production of those programs up to a maximum of $5.2 million.  Fees
derived under the contract  will vary on a quarterly basis depending on the
delivery of original or refreshed programming. 

     In addition to the two additional programs carried on USA Networks, the
Company entered into an agreement in August 1996 with GGP whereby the Company
produces TV.COM, which is exclusively distributed by GGP.  The program commenced
distribution in September 1996.

                                       7
<PAGE>



     INTERNET REVENUES

     Internet revenues for the three months ended March 31, 1997 and 1996 
were $4.5 million and $1.0 million, respectively.  The increase in  Internet 
revenues of $3.5 million was primarily the result of additional delivery of 
advertising attributable to the increase in Internet sites produced by the 
Company from three on March 31, 1996 to nine on March 31, 1997 as well as 
increased traffic and delivery of advertising on the three Internet sites 
existing on March 31, 1996.

     During the three months ended March 31, 1997 and 1996 approximately 
$24,000 and $216,000, respectively, of Internet revenues were derived from 
barter transactions whereby the Company delivered advertisements on its 
Internet sites in exchange for advertisements on the Internet sites of other 
companies.

     COST OF REVENUES

     TOTAL COST OF REVENUES

     Total cost of revenues were $5.5 million and $2.8 million for the three
months ended March 31, 1997 and 1996, respectively.  Cost of revenues includes
costs associated  with the production and delivery of the Company's television
programming and the production of its Internet sites.  The principal elements of
cost of revenues for the Company's television programming have been the
production costs of its television programs, which primarily consist of payroll
and related expenses for the editorial and production staff and costs for
facilities and equipment.  The principal elements of cost of revenues for the
Company's Internet sites have been payroll and related expenses for the
editorial, production and technology staff, as well as costs for facilities and
equipment.

     COST OF TELEVISION REVENUES 


     Cost of television revenues were $1.8 million and $1.4 million for the
three months ended March 31, 1997 and 1996, representing 100% and 223% of the
related revenues, respectively.  The increase of $419,000 for the three month
period ended March 31, 1997 as compared to the same period in 1996 was primarily
due to costs incurred from the production of two additional programs under the
Company's amended contract with USA Networks and to additional costs incurred
for the production of TV.COM. 

     In August, 1996, the Company entered into an agreement with  GGP whereby
the Company produces TV.COM, which is exclusively distributed by GGP.  Any
revenues from the distribution of TV.COM will be first used to offset costs of
distribution and production and thereafter be shared equally by CNET and GGP.
There can be no assurance that distribution revenue will be sufficient to cover
these costs.

     COST OF INTERNET REVENUES


     Cost of Internet revenues for the three months ended March 31, 1997 and 
1996 were $3.7 million and $1.4 million, respectively, representing  82% and 
138% of the related revenues.   The increase of $2.3 million for the three 
months ended March 31, 1997 as compared to the same period in 1996 is 
primarily attributable to the increase in Internet sites produced by the 
Company from three on March 31, 1996 to nine on March 31, 1997.  The increase 
in Internet sites produced by the Company required significant additional 
expenditures in payroll and related expenses, and for facilities and 
equipment.  The Company anticipates substantial increases in cost of revenues 
for Internet production in the future.

                                       8
<PAGE>

SALES AND MARKETING


     Sales and marketing expenses consist primarily of payroll and related 
expenses, consulting fees and advertising expenses. Sales and marketing 
expenses were $2.4 million and $1.3 million for the three months ended March 
31, 1997 and 1996, representing 37% and 79% of total revenues, respectively.  
The increase in sales and marketing expenses for the three months ended March 
31, 1997 compared to the same period in 1996 was primarily attributable to 
increases in payroll and related benefits of approximately $713,000 and an 
increase of approximately $307,000 in expenses related to a new, unannounced 
online venture.

     DEVELOPMENT

     Development expenses consist of expenses incurred in the development of 
new Internet sites and in research and development of new or improved 
technologies designed to enhance the performance of the Company's Internet 
sites. Development expenses for Internet operations include payroll and 
related expenses for editorial, production and technology staff, as well as 
costs for facilities and equipment.  Costs associated with the development of 
a new Internet site are no longer recognized as development expenses when the 
new site begins generating revenue.
      Development expenses were $2.5 million and $490,000 for the three 
months ended March 31, 1997 and 1996, representing 40% and 30% of total 
revenues, respectively.  The increase in development expenses of $2.0 
million for the three months ended March 31, 1997 as compared to the same period
in 1996 was primarily attributable to $1.9 million in development expenses 
related to a new, unannounced online venture. The Company anticipates a 
continued increase in development expenses in the future.

     GENERAL AND ADMINISTRATIVE

     General and administrative expenses consist of payroll and related expenses
for executive, finance and administrative personnel, professional fees and other
general corporate expenses.  General and administrative expenses were $1.3
million and $648,000 for the three months ended March 31, 1997 and 1996,
representing 21% and 39% of total revenues, respectively.  The increase for the
three months ended March 31, 1997 as compared to the same periods in 1996 were
primarily attributable to increases in payroll and related expenses and are
primarily associated with the growth of the Company.

     WARRANT COMPENSATION EXPENSE

     In January 1997 the Company incurred a one-time, non-cash expense of 
$7.0 million related to an amendment to the warrant agreement with USA 
Networks whereby the Company agreed that the warrants held by USA Networks 
will vest in full on December 31, 2006, to the extent that they have not 
previously vested.  Additionally, USA Networks exercised its option to extend 
its agreement with the Company to carry the Company's three television 
programs through June 30, 1998.

     OTHER INCOME (EXPENSE)

     Other income (expense) consists of interest income and interest expense and
losses from the Company's joint venture with E! Entertainment.  The joint
venture, which is owned 50% by the Company and 50% by E! Entertainment, was
formed in January 1996 to launch an Internet site called E! ONLINE.  The Company
has agreed to provide $3.0 million in debt financing to the joint venture during
the first two years of operation.  As a result of the Company's financing
commitment to the joint venture, the Company is currently required to recognize
100% of any losses incurred by the joint venture.

                                       9
<PAGE>


     Total other expense was $497,000 and $110,000 for the three months ended
March 31, 1997 and 1996, respectively.  Included in other income (expense) for
the three months ended March 31, 1997 and 1996 were losses of $749,000 and
$16,000, respectively, incurred by the E! Online joint venture.



     LIQUIDITY AND CAPITAL RESOURCES


     Net cash used in operating activities of $3.4 million and $2.0 million for
the three months ended March 31, 1997 and 1996, respectively, was primarily
attributable to net losses in such periods.  Net cash used in investing
activities of $5.1 million and $1.9 million for the three months ended March 31,
1997 and 1996 respectively, was primarily attributable to purchases of equipment
and programming assets.  Cash flows provided by financing activities for the
three months ended March 31, 1997 consisted primarily of proceeds from the
issuance of common stock and for the three months ended March 31, 1996 consisted
primarily of proceeds from the issuance of debt.

     The Company currently has obligations under notes payable and capital
leases of $779,000.  Such obligations were incurred to finance equipment
purchases and are payable through June 2001.  Through March 31, 1997 debt
financing of $2.5 million was provided to E! Online, LLC, the Company's joint
venture with E! Entertainment. The Company has agreed to provide $3.0 million in
debt financing to the joint venture during its first two years of operation.  In
addition, the Company has agreed to provide up to an additional $3.0 million in
equity capital to the joint venture through January 1999. 

     As of March 31, 1997 the Company's principal source of liquidity was 
approximately $11.7 million in cash and cash equivalents.  The Company 
believes that these funds, together with other sources of capital expected to 
be available to the Company, will be sufficient to meet its anticipated cash 
needs for working capital and capital expenditures for at least the next 12 
months. However, any projections of future cash needs and cash flows is 
subject to substantial uncertainty. See "Additional Factors That May Affect 
Future Results" below. If cash generated by operations is insufficient to 
satisfy the Company's liquidity requirements, the Company may be required to 
sell additional equity or debt securities.  The sale of additional equity or 
convertible debt securities would result in additional dilution to the 
Company's stockholders. There can be no assurance that financing will be 
available to the Company in amounts or on terms acceptable to the Company.

     SEASONALITY AND CYCLICALITY

     The Company believes that advertising sales in traditional media, such as
television, are generally lower in the first and third calendar quarters of each
year than in the respective preceding quarters and that advertising expenditures
fluctuate significantly with economic cycles.  Depending on the extent to which
the Internet is accepted as an advertising medium, seasonality and cyclicality
in the level of advertising expenditures generally could become more pronounced
for Internet advertising.  Seasonality and cyclicality in advertising
expenditures generally, or with respect to Internet-based advertising
specifically, could have a material adverse effect on the Company's business,
financial condition or operating results.

     ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS

     The Company's financial condition and quarterly operating results may 
fluctuate significantly in the future as a result of a variety of factors, 
many of which are outside the Company's control.  Factors that may adversely 
affect the Company's quarterly operating results attributable to its Internet 
operations include the level of use of the 

                                       10
<PAGE>

Internet, demand for Internet advertising, seasonal trends in both Internet 
use and advertising placements, the addition or loss of advertisers, 
advertising budgeting cycles of individual advertisers, the level of traffic 
on the Company's Internet sites, the amount and timing of development costs, 
capital expenditures and other costs relating to the expansion of the 
Company's Internet operations, the introduction of new sites and services by 
the Company or its competitors, price competition or pricing changes in the 
industry, technical difficulties or system downtime, general economic 
conditions and economic conditions specific to the Internet and Internet 
media.  Quarterly operating results attributable to the Company's television 
operations are generally dependent on the costs incurred by the Company in 
producing its television programming. Further, the size and demographic 
characteristics of the Company's viewing audience may be adversely affected 
by the popularity of competing television programs, including special events, 
the time slots chosen for the Company's programs by the cable network 
carrying such programs and the popularity of programs immediately preceding 
the Company's programs. As a result of the Company's strategy to cross market 
its television and Internet operations, the Company believes that any 
decrease in the number of viewers of its television programs will have a 
negative effect on the usage of its Internet sites.  Accordingly, a decrease 
in viewership of the Company's television programs could have a material 
adverse effect on the Company's business, financial condition or operating 
results.

     Due to all of the foregoing factors, it is likely that the Company's
operating results will fall below the expectations of the Company, securities
analysts or investors in some future quarter.  In such event, the trading price
of the Common Stock would likely be materially and adversely affected.

     Certain information in this Quarterly Report may contain 
"forward-looking statements" within the meaning of Section 21E of the 
Securities Exchange Act of 1934, as amended. All statements other than 
statements of historical fact are "forward-looking statements" for purposes 
of these provisions, including any projections of earnings, revenues, expenses 
or other financial items, any statements of the plans and objectives of 
management for future operations, any statements concerning proposed new 
services, any statements regarding future economic conditions or performance, 
and any statement of assumptions underlying any of the foregoing. Although 
the Company believes that the expectations reflected in its forward-looking 
statements are reasonable, it can give no assurance that such expectations or 
any of its forward-looking statements will prove to be correct, and actual 
results could differ materially from those projected or assumed in the 
Company's forward-looking statements. The Company's future financial 
condition and results, as well as any forward-looking statements, are subject 
to inherent risks and uncertainties, including those summarized in this 
section. Additional information concerning these and other risk factors is 
contained in the Company's Annual Report on Form 10-KSB for the fiscal year 
ended December 31, 1996, a copy of which may be obtained from the Company 
upon request.

PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (1)  Exhibits

          11.1      Statement of Computation of Net Loss per Share

          27.       Financial Data Schedule


     (2)  Reports on Form 8-K

          None.

                                       11


<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.

                                     CNET, INC.
                                     (Registrant)


                                           
MAY 14, 1997                  /S/   SHELBY W. BONNIE 
--------------                ------------------------
Date                          Shelby W. Bonnie
                              Chief Operating Officer/
                              Chief Financial Officer


                                       12