10-K/A

July 3, 1996

(Except Note 12 as to which the date is July 29, 1996)

Independent Auditors' Report

The Board of Directors
Systems Technology Associates, Inc.
Sterling, Virginia


We have audited the accompanying balance sheets of 
Systems Technology Associates, Inc. as of May 31,
1996 and 1995, and the related statements of income, 
stockholders' equity (deficit), and cash flows for the 
years ended May 31, 1996, 1995 and 1994. These 
financial statements are the responsibility of the 
Corporation's management. Our responsibility is to 
express an opinion on these financial statements 
based on our audits.

We conducted our audits in accordance with generally 
accepted auditing standards. Those standards require 
that we plan and perform the audit to obtain 
reasonable assurance about whether the financial 
statements are free of material misstatement. An audit 
includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the financial 
statements. An audit also includes assessing the 
accounting principles used and significant estimates 
made by management, as well as evaluating the 
overall financial statement presentation. We believe 
that our audits provide a reasonable basis for our 
opinion.

In our opinion, the financial statements referred to 
above present fairly, in all material respects, the
financial position of Systems Technology Associates, 
Inc. as of May 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended 
in conformity with generally accepted accounting 
principles.

The accompanying financial statements have been 
prepared assuming that the Corporation will continue 
as a going concern. As discussed in Note 2 to the 
financial statements, prior to 1994, the Corporation 
suffered substantial recurring losses from operations 
which resulted in a large net capital deficiency. The 
capital deficiency has not been eliminated, and total 
stockholders' equity remains insufficient in comparison 
to outstanding debt, which raises substantial doubt 
about the Corporation's ability to continue as a going 
concern. Management's plans regarding those matters 
also are described in Note 2. The financial statements 
do not include any adjustments that might result from 
the outcome of this uncertainty.




						
	Certified Public Accountants
 

EX-27

 

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