<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 September 30, 1996

                                          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 October 31, 1996 there were 13,281,462 shares of the registrant's Common
Stock outstanding.






                                       1

<PAGE>

                                        INDEX

<TABLE>
<S>      <C>                                                                         <C>
                     PART I.  FINANCIAL INFORMATION

Item 1.  Condensed Financial Statements

         Condensed Balance Sheets as of September 30, 1996 and December 31, 1995. . . . 3

         Condensed Statements of Operations for the three and 
         nine months ended September 30, 1996 and 1995. . . . . . . . . . . . . . . . . 4

         Condensed Statements of Cash Flows for the 
         nine months ended September 30, 1996 and 1995. . . . . . . . . . . . . . . . . 5

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

Item 2.  Management's Discussion and Analysis of Results of Operations 
         and Financial Condition. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

         PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . .13

         Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14


</TABLE>






                                       2

<PAGE>
                                     CNET, INC.
                               CONDENSED BALANCE SHEETS
                                     (UNAUDITED)

                                September 30, 1996  December 31, 1995
                                ------------------  -----------------

                             ASSETS    
Current assets:    
  Cash and cash equivalents         $ 31,164,246      $    703,083
  Accounts receivable, net             3,107,591         1,201,238
  Other current assets                   991,135           205,549
                                 -----------------   ----------------
    Total current assets              35,262,972         2,109,870
    
Property and equipment, net            8,121,917         2,392,788
Other assets                           1,530,864           154,146
                                 -----------------   ----------------
                                    $ 44,915,753      $  4,656,804
                                 -----------------   ----------------
                                 -----------------   ----------------
    
           LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:    
  Accounts payable                  $  3,662,342           531,303
  Accrued liabilities                  3,034,890           706,617
  Current portion of long-term debt      170,930           152,755
                                 -----------------   ----------------
    Total current liabilities          6,868,162         1,390,675
    
Long-term debt                           748,355           467,339
                                 -----------------   ----------------
    Total liabilities                  7,616,517         1,858,014
    
Commitments and contingencies    
    
Stockholders' equity:
  Convertible preferred stock Series
   A, B, C, D, and E                         -              34,392
  Common stock                             1,326               270
  Additional paid in capital          62,375,590        15,143,633
    
  Accumulated deficit                (25,077,680)      (12,379,505)
                                 -----------------   ----------------
    Total stockholders' equity        37,299,236         2,798,790
                                 -----------------   ----------------
                                    $ 44,915,753      $  4,656,804
                                 -----------------   ----------------
                                 -----------------   ----------------




                   See accompanying notes to financial statements.







                                       3

<PAGE>


                                     CNET, INC.
                         CONDENSED STATEMENTS OF OPERATIONS
                                     (UNAUDITED)
                                           


<TABLE>
<CAPTION>
                                  Three months ended               Nine months ended
                                      September 30,                September 30,
                               -------------------------    ---------------------------
                                   1996         1995             1996          1995
                               ------------   -----------   ------------    -----------
<S>                            <C>            <C>           <C>             <C>
Revenues:       
  Television                   $  1,653,900   $ 1,041,846   $  3,081,594    $ 1,896,725
  Internet                        2,863,683          -         5,719,058           -
                               ------------   -----------   ------------    -----------
    Total Revenues                4,517,583     1,041,846      8,800,652      1,896,725
       
Cost of revenues:
  Television                      1,756,541     1,297,493      4,451,737      3,313,229
  Internet                        2,589,313          -         5,952,411           -
                               ------------   -----------   ------------    -----------
    Total cost of revenues        4,345,854     1,297,493     10,404,148      3,313,229
                               ------------   -----------   ------------    -----------
Gross profit (deficit)              171,729      (255,647)    (1,603,496)    (1,416,504)
       
Operating expenses       
  Sales and marketing             2,632,961       545,461      5,748,872      1,365,806
  Development                       915,481     1,010,283      2,049,029      1,840,577
  General and administrative      1,048,284       416,021      2,518,790      1,257,434
                               ------------   -----------   ------------    -----------
    Total operating expenses      4,596,726     1,971,765     10,316,691      4,463,817
                               ------------   -----------   ------------    -----------
Operating loss                   (4,424,997)   (2,227,412)   (11,920,187)    (5,880,321)
       
Other income (expense)
  Loss on joint venture            (678,779)          -         (954,177)          -
  Interest income                   445,434         8,437        465,253         75,896
  Interest expense                  (20,831)     (103,255)      (289,064)      (161,056)
                               ------------   -----------   ------------    -----------
  Total other (expense)            (254,176)      (94,818)      (777,988)       (85,160)
                               ------------   -----------   ------------    -----------
  Net loss                     $ (4,679,173)  $(2,322,230)  $(12,698,175)  $ (5,965,481)
                               ------------   -----------   ------------    -----------
                               ------------   -----------   ------------    -----------
       
Net loss per share             $      (0.35)  $     (0.25)  $      (1.20)  $      (0.65)
                               ------------   -----------   ------------    -----------
                               ------------   -----------   ------------    -----------
       
Shares used in calculating per        
  share data                     13,216,737     9,216,045     10,544,742      9,216,045
                               ------------   -----------   ------------    -----------
                               ------------   -----------   ------------    -----------

</TABLE>

                   See accompanying notes to financial statements.








                                       4

<PAGE>

                                         CNET, INC.
                             CONDENSED STATEMENTS OF CASH FLOWS     
                                         (Unaudited)   

<TABLE>
<CAPTION>
                                                       Nine months ended September 30,
                                                       ------------------------------
                                                           1996              1995
                                                       ------------      ------------
<S>                                                    <C>               <C>
Cash flows from operating activities:  
 Net loss                                              $(12,698,175)     $ (5,965,481)
 Adjustments to reconcile net loss to net cash 
  used in operating activities 
   Depreciation and amortization                          1,136,556           290,480
   Amortization of program costs                          3,201,016         2,249,859
   Interest expense converted into preferred stock          222,141              -
   Allowance for doubtful accounts                           25,000            25,000
   Loss on joint venture                                    954,176              -
   Changes in operating assets and liabilities
      Accounts receivable                                (1,931,353)         (891,658)
      Other current assets                                  (72,824)         (233,224)
      Other assets                                         (843,419)           15,527
      Accounts payable                                    3,131,039           527,997
      Accrued liabilities                                 2,328,273           700,583
                                                       ------------      ------------
         Net cash used in operating activities           (4,547,570)       (3,280,917)
      
Cash flows from investing activities:  
 Purchases of equipment, excluding capital leases        (6,378,151)       (1,469,492)
 Purchases of programming assets                         (3,913,779)       (2,288,536)
 Loan to joint venture                                   (1,031,690)             -
 Investment in Vignette Corporation                        (511,500)             -
                                                       ------------      ------------
         Net cash used in investing activities          (11,835,120)       (3,758,028)
         
Cash flows from financing activities:  
 Net proceeds from issuance of convertible preferred 
  stock                                                   4,643,826         5,070,695
 Net proceeds from initial public offering               37,938,000              -
 Proceeds from stockholder receivable                       594,654              -
 Allocated proceeds from issuance of warrants               164,000           101,000
 Proceeds from debt                                       3,636,000         3,000,000
 Principal payments on long-term debt                      (132,629)         (201,862)
                                                       ------------      ------------
         Net cash provided by financing activities       46,843,851         7,969,833
      
Net increase (decrease) in cash and cash equivalents     30,461,161           930,888
Cash and cash equivalents at beginning of period            703,083         1,223,921
                                                       ------------      ------------
Cash and cash equivalents at end of period             $ 31,164,244      $  2,154,809
                                                       ------------      ------------
                                                       ------------      ------------
         
Supplemental disclosure of cash flow information:     
  Interest paid                                        $     62,850      $     52,257
                                                       ------------      ------------
                                                       ------------      ------------

Supplemental disclosure of noncash transactions: 
  Capital lease obligations incurred                   $    431,820      $    169,896
                                                       ------------      ------------
                                                       ------------      ------------
  Note issued in exchanged for equipment               $       -         $    548,668
                                                       ------------      ------------
                                                       ------------      ------------
  Conversion of debt and interest into convertible 
   preferred stock                                     $  3,858,141      $       -
                                                       ------------      ------------
                                                       ------------      ------------
  Exercise of stock options through issuance of
   note receivable from stockholder                    $    594,654      $       -
                                                       ------------      ------------
                                                       ------------      ------------
  Conversion of preferred stock into common stock      $     42,610      $       -
                                                       ------------      ------------
                                                       ------------      ------------

</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 registration
statement on Form SB-2, as filed with the Securities and Exchange Commission on
July 1, 1996, 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 and nine months ended September 30,
1996 are not necessarily indicative of the results to be expected for the 
current year or any other period.

(1) BALANCE SHEET

    INITIAL PUBLIC OFFERING

    On July 2, 1996 the Company effected an initial public offering (IPO) of
2,000,000 shares of its common stock for $16 per share.  Simultaneously with the
IPO, the Company sold 600,000 shares of common stock to Intel Corporation at 
93% of the IPO price.  The net proceeds from these two offerings (after 
deducting underwriting discounts and commissions and offering expenses) were 
$37.9 million, and were received on July 8, 1996.
    
    On July 8, 1996, the closing of the IPO, all of the outstanding Series A,
B, C, D and E preferred stock were automatically converted into 7,816,668 shares
of common stock.
    
    PROPERTY AND EQUIPMENT

    A summary of property and equipment follows:

                                                 September 30,    December 31,
                                                     1996            1995
                                                 ------------    -------------
Computer Equipment                                $4,558,295      $1,057,225
Production Equipment                               1,993,802       1,494,012
Office Equipment                                     739,659         235,975
Leasehold improvements                               144,965         110,137
Construction in progress                           2,269,735            -
Other                                                 21,498          20,633
                                                 ------------    -------------
                                                   9,727,954       2,917,982
Less accumulated depreciation and amortization     1,606,037         525,194
                                                 ------------    -------------
                                                  $8,121,917      $2,392,788
                                                 ------------    -------------
                                                 ------------    -------------






                                       6

<PAGE>

     ACCRUED LIABILITIES
     A summary of accrued liabilities follows:

                                                  September 30,   December 31,
                                                     1996           1995
                                                  ------------    ------------
Compensation and related benefits                   $1,470,197        $327,243
Advertising                                          1,194,705         159,000
Other                                                  369,988         220,374
                                                  ------------    ------------
                                                    $3,034,890        $706,617
                                                  ------------    ------------
                                                  ------------    ------------






                                       7

<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 startup companies in the television
programming industry and in the new and rapidly evolving market for 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
operating history of the Company makes the prediction of 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.  Additional factors that could adversely affect
future operating results include, but are not limited to, those discussed below
under the heading "Additional Factors that May Affect Future Results," as well
as those discussed under the heading "Risk Factors" in the Company's
Registration statement on Form SB-2 as filed with the Securities and Exchange
Commission on July 1, 1996 (Registration No. 333-4752-LA).

     Since inception, the Company has incurred significant losses and, as of 
September 30, 1996, had an accumulated deficit of $25.1 million.  The Company 
currently intends to increase substantially its operating expenses in order 
to develop new Internet sites, to enhance existing Internet sites and 
television programs and to fund increased sales and marketing expenses.  The 
Company expects to continue to incur significant losses on a quarterly and 
annual basis for the foreseeable future.

RESULTS OF OPERATIONS

     REVENUES

     TOTAL REVENUES

     The Company began to generate revenues in April 1995.  Total revenues were
$4.5 million and $1.0 million for the three months and $8.8 million and $1.9
million for the nine months ended September 30, 1996 and 1995, respectively.

     TELEVISION REVENUES     

     Television revenues were $1.7 million and $1.0 million for the three months
and $3.1 million and $1.9 million for the nine months ended September 30, 1996,
respectively.  The increase of $612,000 for the three month period is primarily
due to the effect of the amendment to the Company's agreement with USA Networks
on July 1, 1996, as discussed below.  The increase of $1.2 million for the 
nine months ended September 30, 1996  as compared to the same period in 1995 
reflects nine months of revenue generating activities in 1996 as compared to 
six months in 1995, as television revenues did not commence until April 1995 
and the effect of the amendment to the Company's agreement with the USA 
Networks.

     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 SciFi Channel pursuant
to an agreement with USA Networks.  The Company was entitled to sell available
advertising time included in the program.  In April 1996, the Company and USA
Networks amended their agreement, effective July 1, 1996.  Under the amended
agreement, USA Networks will license 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.

                                       8

<PAGE>

     Fees derived under the contract will vary on a quarterly basis depending
on the delivery of original or refreshed programming.  Programming delivered
during the three months ended September 30, 1996 was predominately original
programs.

     INTERNET REVENUES

     Internet revenues for the three and nine months ended September 30, 1996
were $2.9 million and $5.7 million, respectively.  The Company did not generate
Internet revenues during the comparable periods in 1995 as revenues attributable
to Internet operations did not commence until October 1, 1995. Internet revenues
increased $1.1 million from the second quarter to the third quarter of 1996,
primarily the result of increased traffic and delivery of advertising on the
Company's Internet sites.

     During the three and nine months ended September 30, 1996 approximately 
$351,00 and $691,000, 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 $4.3 million and $1.3 million for the three
months and $10.4 million and $3.3 million for the nine months ended September
30, 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 are 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 are
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 $1.3 million for the 
three months and $4.5 million and $3.3 million for the nine months ended 
September 30, 1996 and 1995, representing 106%, 125%, 144% and 175% of the 
related revenues, respectively.  The increase of $459,000 for the three month 
period ended September 30, 1996 as compared to the same period in 1995 was 
primarily due to costs incurred from the production of additional programming 
under the Company's amended contract with USA Networks.  The increase of $1.1 
million for the nine month period ended September 30, 1996 as compared to the 
same period in 1995 reflects nine months of cost of revenues in 1996 as 
compared to six months in 1995 as revenue generating activities for 
television did not commence until April 1995, and costs incurred for the 
production of additional programming under the Company's amended agreement 
with USA Networks.  The increase was offset to some extent by costs incurred 
in 1995 of approximately $320,000 associated with the initial staffing and 
pre-production of CNET CENTRAL and costs of approximately $200,000 associated 
with the special production of a segment used in the first two episodes of 
the program.  

     Under the Company's amended agreement with USA Networks, which became
effective July 1, 1996, the Company produces two new programs in addition to
CNET CENTRAL, which will increase cost of revenues for television production.
The Company's revenues under the amended agreement will be limited to the costs
of producing the three television programs covered by the agreement and will in
no event exceed $5.2 million for the initial one-year term.  

     In August 1996, the Company entered into an agreement with GGP 
Production, L.P. ("GGP") whereby the Company will produce a new television 
program, TV.COM, which will be 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 will be shared equally by CNET and 
GGP. The production of TV.COM will increase cost of television revenues and 
there can be no assurance that distribution revenues will be sufficient to 
cover these costs.

     COST OF INTERNET REVENUES

     Cost of Internet revenues for the three and nine months ended September 30,
1996 were $2.6 

                                       9

<PAGE>

million and $6.0 million, respectively, representing 90% and 104% of the 
related revenues.  There  was no cost of revenues for Internet operations for 
the comparable periods of 1995 as the Company did not commence revenue 
generating activities from its Internet operations until October 1995.

     SALES AND MARKETING

     Sales and marketing expenses consist primarily of payroll and related
expenses, consulting fees and advertising expenses. Sales and marketing expenses
were $2.6 million and $545,000 for the three months and $5.7 million and $1.4
million for the nine months ended September 30, 1996 and 1995, representing 58%,
52%, 65% and 72% of total revenues, respectively.  The increase in sales and
marketing expenses for the three and nine months ended September 30, 1996
compared to the same periods in 1995 was attributable to increases in payroll 
and related benefits of approximately $148,000 and $528,000, respectively, 
and increases in advertising and promotional expenses of approximately $1.5 
million and $2.7 million, respectively.

     DEVELOPMENT

Development expenses consist of expenses incurred in the Company's initial
development of new television programming prior to commencement of its
production activities, 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 $915,000 and $1.0 million for the three months
and $2.0 million and $1.8 million for the nine months ended September 30, 1996
and 1995, representing 20%, 97%, 23% and 97% of total revenues, respectively. 
Development expenses for the three and nine month periods ended September 30, 
1995 included approximately $104,000 in development of new television
programming.

     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 $1.0
million and $416,000 for the three months and $2.5 million and $1.3 million for
the nine months ended September  30, 1996 and 1995, representing 23%, 40%, 29%
and 66% of total revenues, respectively.  The increase for the three and nine
months ended September 30, 1996 as compared to the same periods in 1995 were 
primarily attributable to increases in payroll and related expenses 
associated with the growth of the Company.

     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 operations.  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.

     Total other expense was $254,000 and $95,000 for the three months and 
$778,000 and $85,000 for the nine months ended September 30, 1996 and 1995, 
respectively.  Included in other income (expense) for the three and nine 
months ended September 30, 1996 were losses of $(679,000) and $(954,000), 
respectively, incurred by the E! Online joint venture which was formed in 
January 1996.






                                       10

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     From inception until the Company's IPO, the Company financed its 
operations primarily through private sales of preferred stock which, through 
June 30, 1996 totaled approximately $24.4 million in gross proceeds.  On July 
2, 1996 the Company effected an IPO of 2,000,000 shares of its common stock 
for $16 per share.  In conjunction with the IPO, the Company simultaneously 
sold 600,000 shares of common stock to Intel Corporation at 93% of the IPO 
price.  The net proceeds from these two offerings (after deducting 
underwriting discounts and commissions and offering expenses) were $37.9 
million, and were received on July 8, 1996.  

     Net cash used in operating activities of $4.5 million and $3.2 million for
the nine months ended September 30, 1996 and 1995, respectively, was primarily
attributable to net losses in such periods.  Net cash used in investing
activities of $11.8 million and $3.8 million for the nine months ended September
30, 1996 and 1995 respectively, was primarily attributable to purchases of
equipment and programming assets.  Cash flows provided by financing activities
in each of the periods consisted primarily of proceeds from the issuance of 
preferred and common stock and the issuance of debt. All of the debt was 
subsequently canceled in exchange for convertible preferred stock which was 
subsequently converted into common stock at the IPO.

     The Company currently has obligations under notes payable and capital 
leases of $919,000.  Such obligations were incurred to finance equipment 
purchases and are payable through June 2001.  Through September 30, 1996, 
debt financing of $1.0 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.  In December 1995, the Company commenced a lease on a building 
that will require substantial improvements to adequately serve the Company's 
needs.  As of September 30, 1996 the Company has incurred $2.3 million on 
these improvements and estimates that the improvements will total 
approximately $4.0 million.

     On July 19, 1996, the Company completed a minority equity investment in
Vignette Corporation ("Vignette"), an Austin, Texas based software development
company.  The Company's investment consisted of $512,000 in cash and a transfer
of rights to certain of the Company's proprietary site management software
systems and related technologies.  In return, the Company received preferred
stock of Vignette constituting approximately 35% of Vignette's outstanding
capital stock.

     As of September 30, 1996 the Company had cash and cash equivalents of $31.2
million.  The Company believes that these funds will be sufficient to meet its
anticipated cash needs for working capital and capital expenditures for at least
the next 12 months.  Thereafter, 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.







                                       11

<PAGE>

ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS

     The Company's 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 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 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 will be affected by the Company's amended
agreement with USA Networks and are generally dependent on the size and
demographic characteristics of the Company's viewing audience, which 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 well as the costs incurred by the Company
in producing its television programming.  Further, 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.







                                       12

<PAGE>

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.








                                       13

<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)





November 12, 1996               /s/  Shelby W. Bonnie 
----------------              -------------------------
Date                          Shelby W. Bonnie
                              Chief Operating Officer/
                              Chief Financial Officer









                                       14