<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                                 Washington, DC

                                  FORM 10-QSB


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
     EXCHANGE ACT OF 1934

               For the quarterly period ended September 30, 1997
       
                                       or

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

        For the transition period from          to

                         Commission file number 0-28728

                          NETLIVE COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)

              Delaware                                13-3848652
              --------                                ----------
     (State or other jurisdiction         (IRS Employer Identification No.)
    of incorporation or organization)


                       584 Broadway, New York, NY 10012
                       --------------------------------
                   (Address of principal executive offices)

                                (212) 343-7082
                                --------------
             (Issuer's telephone number, including area code)

    Indicate by check mark whether the Issuer (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
Issuer was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]

    Indicate the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.

          Class                          Outstanding at November  1, 1997
          -----                          --------------------------------
Common Stock, $0.0001 par value                    2,950,000







<PAGE>

                          NETLIVE COMMUNICATIONS, INC.
                         (a development stage company)

                                     INDEX

                                                                        Page
                                                                       Number
                                                                       ------
PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

    Balance Sheet as of September 30, 1997 (unaudited)
    and as of March 31, 1997 (audited)                                     3

    Statement of Operations for the three and six month periods ended
    September 30, 1997 and 1996 (unaudited), and the period from
    August 23, 1995 (inception) to September 30, 1997 (unaudited)          4

    Statement of Cash Flows for the six month periods ended
    September 30, 1997 and 1996 (unaudited) and the period from
    August 23, 1995 (inception) to September 30, 1997 (unaudited)          5

    Notes to Financial Statements                                          6


  Item 2. Management's Discussion and Analysis or Plan
  of Operation                                                             8

PART II OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders               10

Item 6. Exhibits and Reports on Form 8-K                                  11

        Signatures                                                        13


                                       2

<PAGE>

PART I: FINANCIAL INFORMATION



ITEM 1. Financial  Statements
NETLIVE COMMUNICATIONS, INC.
(a development stage company)
Balance Sheet

<TABLE>
<CAPTION>

                                                                September 30,1997   March 31, 1997
                                                                -----------------   --------------      
                                                                    (unaudited)       (audited)     
<S>                                                                <C>              <C>             
ASSETS                                                                                              
  Current Assets                                                                                    
           Cash and cash equivalents                                $   733,986       $    32,958   
           Marketable securities                                        994,735         2,984,826   
           Prepaid expenses and other current assets                     82,822            32,435   
                                                                    -----------       -----------   
               TOTAL  CURRENT  ASSETS                                 1,811,543         3,050,219   
                                                                                                    
           Property  and Equipment, net                                 114,772            93,853   
           Deferred income tax asset, net of valuation                                              
           allowance                                                       --              --       
                                                                    -----------       -----------   
           Other Assets                                                  35,746            50,112   
                                                                    -----------       -----------   
                TOTAL  ASSETS                                       $ 1,962,061       $ 3,194,184   
                                                                    ===========       ===========
LIABILITIES  AND  STOCKHOLDERS' EQUITY                                                              
  Current Liabilities                                                                               
           Accounts payable & accrued expenses                      $   159,637       $   414,633   
                                                                    -----------       -----------   
         TOTAL CURRENT LIABILITIES                                      159,637           414,633   
                                                                    -----------       -----------   
                                                                                                    
STOCKHOLDERS' EQUITY                                                                                
           Preferred stock--$.0001 par value; authorized 1,000,000
           shares, none issued                                             --              --
           Common Stock--$.0001 par  value: authorized 19,000,000                                   
           shares, issued and outstanding 2,950,000 shares                  295               295   
           Additional paid-in capital                                 5,864,448         5,996,948
           Deficit accumulated during development stage              (3,377,672)       (2,288,588)  
           Deferred Compensation                                       (684,647)         (929,104)  
                                                                    -----------       -----------   
         STOCKHOLDERS'  EQUITY                                        1,802,424         2,779,551   
                                                                    -----------       -----------   
TOTAL  LIABILITIES  AND  STOCKHOLDERS'  EQUITY                      $ 1,962,061       $ 3,194,184   
                                                                    ===========       ===========
</TABLE>

The accompanying notes should be read in conjunction with the financial
statements.


                                       3




<PAGE>




NETLIVE COMMUNICATIONS, INC.
(a development stage company)
Statement of Operations

<TABLE>
<CAPTION>

                                                                                                                  Period from
                                               Three months   Three months      Six months      Six months       August 23,1995
                                                  ended           ended           ended             ended     (date of inception)
                                               September 30,   September 30,   September 30,   September 30,   to September 30,
                                                    1997            1996            1997            1996             1997
                                                 -----------     -----------     -----------     -----------     -----------
                                                 (unaudited)     (unaudited)     (unaudited)    (unaudited)      (unaudited)
<S>                                            <C>             <C>            <C>             <C>             <C>
Net revenue                                             --              --       $    10,256            --       $    17,945
                                                 -----------     -----------     -----------     -----------     -----------
Selling, general & administrative expenses:
Salaries                                         $   116,461     $    99,077     $   237,445     $   192,176     $   875,178
Research and development                             142,341          68,850         290,210         133,980         859,065
Professional fees                                     84,931          38,235         272,235          61,909         674,563
Rent                                                  10,054          11,813          28,253          22,849          86,455
Depreciation & amortization                           13,331           6,431          24,722          11,611          57,996
Interest expense and financing costs                    --              --              --           169,932         196,123
Interest and dividend income                         (20,170)        (19,425)        (51,805)           --          (165,491)
Other                                                136,264          74,152         298,280         107,983         811,728
                                                 -----------     -----------     -----------     -----------     -----------
Total expenses                                       483,212         279,133       1,099,340         700,440       3,395,617
                                                 -----------     -----------     -----------     -----------     -----------
Net loss                                         $  (483,212)    $  (279,133)    $(1,089,084)    $  (700,440)    $(3,377,672)
                                                 ===========     ===========     ===========     ===========     =========== 
Net loss per common share                        $     (0.16)    $     (0.11)    $     (0.37)    $     (0.30)           --
                                                 ===========     ===========     ===========     ===========     =========== 
Weighted average number of common shares
outstanding                                        2,950,000       2,646,563       2,950,000       2,348,292            --
                                                 ===========     ===========     ===========     ===========     =========== 

</TABLE>

The accompanying notes should be read in conjunction with the financial
statements.



                                       4


<PAGE>



NETLIVE COMMUNICATIONS, INC.
(a development stage company)
Statement of Cash Flows

<TABLE>
<CAPTION>
                                                                                                               Period from
                                                                          Six                 Six             August 23, 1995
                                                                      months ended         months ended        (inception) to
                                                                   September 30, 1997   September 30, 1996    September 30,1997
                                                                       (unaudited)          (unaudited)           (unaudited)
                                                                       -----------          -----------          ----------- 
<S>                                                                   <C>                   <C>                 <C>
Cash flows from operating activities:
Net Loss                                                               $(1,089,084)         $  (700,440)         $(3,377,672)
Adjustments to reconcile net loss to net cash used in
operating activities:
Expenses paid by stockholders, contributed to Company                         --                   --                 12,006
Amortization of deferred compensation expense                              111,957               37,500              211,603
Amortization of debt issue costs and discount on
notes payable                                                                 --                186,131              190,000
Depreciation and amortization                                               24,414               11,611               57,688
  Changes in operating assets and liabilities:
Increase in prepaid expenses and other current assets                      (50,387)            (109,600)             (82,822)
(Increase) decrease in other assets                                         14,366              (57,500)             (30,309)
Increase (decrease) in accounts payable and accrued
expenses                                                                  (254,996)             (13,846)             159,637
                                                                       -----------          -----------          ----------- 
Net cash used in operating activities                                   (1,243,730)            (646,144)          (2,859,869)
                                                                       -----------          -----------          ----------- 
  Cash flows from investing activities:
Purchase of property and equipment                                         (45,333)             (26,084)            (135,835)
Acquisition of intangibles                                                    --                 (1,920)              (6,140)
Purchase of available-for-sale securities                                     --                   --             (4,984,826)
Proceeds from sales of available-for-sale securities                     1,990,091                 --              3,990,091
                                                                       -----------          -----------          ----------- 
  Net cash provided by (used in) investing activities                    1,944,758              (28,004)          (1,136,710)
                                                                       -----------          -----------          ----------- 
  Cash flows from financing activities:
Net proceeds from issuance of common stock                                    --              4,737,057            4,816,697
Principal payments on obligations under capital leases                        --                 (2,528)             (17,632)
Proceeds from issuance (repayment of) notes payable                           --               (250,000)                --
Debt issue costs                                                              --                   --                (25,000)
Deferred offering costs                                                       --                   --                (43,500)
                                                                       -----------          -----------          ----------- 
  Net cash provided from financing activities                                 --              4,484,529            4,730,565
                                                                       -----------          -----------          ----------- 
  Net increase in cash and cash equivalents                                701,028            3,810,381              733,986
  Cash and cash equivalents at beginning of period                          32,958              160,395                 --
                                                                       -----------          -----------          ----------- 
  Cash and cash equivalents at end of period                           $   733,986          $ 3,970,776          $   733,986
                                                                       ===========          ===========          =========== 
Supplemental disclosure of cash flow information:
Cash paid during the period for interest                                      --            $     7,155          $     6,123
                                                                       ===========          ===========          ===========
Supplemental schedule of noncash financing and
investing activities:
  Contributed property and equipment                                          --                   --            $    18,290
                                                                       ===========          ===========          =========== 
  Capital lease obligations incurred                                          --
                                                                                                   --            $    17,632
                                                                       ===========          ===========          =========== 
Common stock issued for services related to
  initial public offering                                                     --                   --            $    14,875
                                                                       ===========          ===========          =========== 
Common stock and stock options issued under
  employment agreement and for services                                $    60,000          $   300,000          $ 1,088,750
                                                                       ===========          ===========          =========== 
Termination of common stock granted under the
  performance share program                                               (192,500)                --               (192,500)
                                                                       ===========          ===========          ============
</TABLE>

The accompanying notes should be read in conjunction with the financial
statements.

                                       5


 
<PAGE>



NETLIVE COMMUNICATIONS, INC.
(a development stage company)

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

NOTE 1

BASIS OF PRESENTATION

     The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles and reflect all
adjustments (consisting of normal recurring adjustments) which, in the opinion
of management, are necessary for a fair presentation of the results for the
periods shown. The results of operations for such periods are not necessarily
indicative of the results expected for the full fiscal year or for any future
period. The accompanying financial statements should be read in conjunction
with the audited financial statements of NetLive Communications, Inc.
("NetLive" or the "Company") as of March 31, 1997 and for the year then ended
and the notes thereto included in the Company's Form 10-KSB and amendment
thereto. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the rules and regulations
of the Securities and Exchange Commission. The Company believes, however, that
the disclosures in this report are adequate to make the information presented
not misleading in any material respect. There have been no significant changes
of accounting policy since March 31, 1997.


NOTE 2

PRIVATE PLACEMENT AND PUBLIC OFFERING

     During May, 1996, the Company completed a private placement offering of
securities in which it issued 200,000 shares of Common Stock at an offering
price of $2.50 per share with proceeds to the Company of approximately
$376,000, which is net of approximately $124,000 of offering expenses. The
Company used a portion of the net proceeds to repay $250,000 of aggregate
principal amount of notes payable and approximately $4,500 of interest. The
Company recorded a charge to earnings of approximately $165,000 during the
quarter ended September 30, 1996 in connection with the repayment of the notes
payable.

     In August 1996, the Company completed an initial public offering ("IPO")
of 950,000 shares of its common stock at $5.50 per share and 730,000 common
stock purchase warrants for $0.10 per warrant. The net proceeds to the Company,
after deducting underwriting commissions and expenses of the offering of
approximately $1.1 million, were approximately $4.2 million. Additionally, the
Company received net proceeds of approximately $9,500 from the issuance of
common stock purchase warrants and the underwriters warrant pursuant to an
over-allotment option.

 


                                       6


<PAGE>



NETLIVE COMMUNICATIONS, INC.
(a development stage company)

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

NOTE 3

NET LOSS PER COMMON SHARE

     The net loss per common share is calculated using the weighted average
number of common shares outstanding during the period. For purposes of this
calculation, shares of common stock issued prior to the filing of the
registration statement relating to the IPO, and shares issuable upon exercise
of all common stock purchase warrants and options outstanding, with exercise
prices below the IPO price of $5.50, have been included in weighted average
number of shares outstanding, since inception, using the treasury stock method.
Common stock equivalents issued after the IPO are not included in the weighted
average number of shares since the effect would be antidilutive.

     The Company plans to adopt Financial Accounting Standards No. 128
Earnings Per Share during the year ended March 31, 1998. Management believes
the adoption of this standard will not have a material effect.

NOTE 4

INCOME TAXES

     No provision for income taxes has been made for all periods presented
since the Company had net operating losses. These net operating losses have
resulted in a deferred tax asset at September 30, 1997. Due to the uncertainty
regarding the ultimate amount of income tax benefits to be derived from the
Company's net operating losses, the Company has recorded a valuation allowance
for the entire amount of the deferred tax asset at September 30, 1997.

NOTE 5

EMPLOYEE STOCK OPTIONS AND PERFORMANCE SHARE PROGRAM

     The Company maintains stock option plans to motivate and reward its
employees, officers and directors. In May, 1996, in connection with an
employment agreement, the Company issued options to purchase 100,000 shares of
common stock to an employee under its 1996 stock option plan. In connection
with the issuance of the options, the Company recorded deferred compensation of
$300,000 to reflect the difference between the fair market price of the stock
and the exercise price of the options at the date of issuance. The deferred
compensation is being amortized over three years, the term of the employment
agreement. During the three and six month periods ended September 30, 1997, the
Company recorded a charge to earnings of $25,000 and $50,000, respectively, for
amortization of deferred compensation.

     During February 1997, the board of directors of the Company adopted a
performance share program, which authorized the establishment of a trust. The
Company contributed 300,000 shares of the Company's common stock to the trust
to be held therein until distributed to employees, as defined. Restrictions on
the awards granted to date expire annually over a five year period. As of
September 30, 1997, awards relating to an aggregate of 106,000 shares of common
stock had been made to employees. As of September 30, 1997, previously issued
awards relating to 28,000 shares of common stock had been forfeited due to
employee departures and the awards outstanding net of awards forfeited
aggregated 78,000 shares of common stock. The market value of the 106,000
shares on the date of grant was $728,750, which was recorded as deferred
compensation and is shown as a separate component of stockholders' equity. The
deferred compensation is being charged to selling, general and administrative
expenses over the five year vesting period. In September 1997, an award for
10,000 shares of common stock was made to an employee. The market value on the
date of grant was $60,000, which has been recorded as deferred compensation and
is shown as a separate component of stockholders' equity. The deferred
compensation is being charged to selling, general and administrative expenses
over the 1 year vesting period. Compensation charged to selling, general and
administrative expense was $61,957 and $25,519 for the six months and three
months ended September 30, 1997, respectively. In connection with the
forfeiture of the 28,000 shares of common stock, the Company adjusted deferred
compensation relating to the issuance of these awards by $192,500.

     On October 8, 1997, the stockholders of the Company adopted a stock option
plan (the "1997 Plan"). Six hundred thousand shares have been authorized for
issuance under the 1997 Plan. The Company has not yet issued any options under
the 1997 Plan. See Part II, Item 4.
 

                                       7
<PAGE>


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     THIS FORM 10-QSB CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF
THE U.S. SECURITIES LITIGATION REFORM ACT OF 1995. THESE STATEMENTS INVOLVE
UNKNOWN RISKS AND UNCERTAINTIES THAT MAY CAUSE THE COMPANY'S ACTUAL RESULTS OR
OUTCOMES TO BE MATERIALLY DIFFERENT FROM THOSE ANTICIPATED AND DISCUSSED
HEREIN. IN ASSESSING THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN, READERS
ARE URGED TO READ CAREFULLY ALL RISK FACTORS AND CAUTIONARY STATEMENTS
CONTAINED IN THIS FORM 10-QSB AND IN OTHER FILINGS MADE BY THE NETLIVE
COMMUNICATIONS, INC. WITH THE SECURITIES AND EXCHANGE COMMISSION.

PLAN OF OPERATION

     The Company, a development stage company, was incorporated on August 23,
1995 in the State of Delaware. The Company is engaged principally in the design
and development of Internet call center software technologies to license to
businesses. The Company expects to take advantage of the convergence of the
rapid expansion and increasing technological sophistication of the call center
industry and the widespread growth of the Internet as a communications medium.

     The Company continues to seek strategic alliances and joint ventures that
complement the Company's overall business strategy. No such alliances or
ventures have been consummated to date. Based on this strategy, the Company
directs a significant percentage of its capital reserves towards operating
expenses and towards non-operating expenses associated with business
development, and anticipates continuing to do so for the near future. Net
losses were $483,212 and $1,089,084 during the three months and six months
ended September 30, 1997, as compared to $279,133 and $700,440 during the three
months and six months ended September 30, 1996, respectively. Net loss per
share was $0.16 and $0.37 during the three months and six months ended
September 30, 1997, as compared to $0.11 and $0.30 during the three months and
six months ended September 30, 1996.

     The Company has only a limited operating history upon which an evaluation
of the Company and its prospects can be based. Testing of the Company's
technology has been delayed, and, to date, the Company has not produced or sold
any commercial products. Nor has the Company generated any significant
revenues. The Company's prospects must be considered in light of the risks,
expenses and difficulties frequently encountered by companies in their early
stage of development, particularly companies in new and rapidly evolving
markets. To address these risks, the Company must, among other things, respond
to competitive developments, continue to attract, retain and motivate qualified
employees, and continue to develop its technologies and commercialize products
and services incorporating such technologies. There can be no assurance that
the Company will be successful in addressing such risks. The Company has
incurred net losses since inception through the quarter ended September 30,
1997. As of September 30, 1997, the Company had an accumulated deficit during
the development stage of $3,377,672. There can be no assurance that the Company
will achieve or maintain profitability.

Selling, General and Administrative

     Selling, general and administrative expenses consist primarily of expenses
for administration, office operations, finance and general management
activities, including legal, accounting and other professional fees. Selling,
general and administrative expenses were $483,212 (including research and
development expenses) and $1,099,340 for the three and six months ended
September 30, 1997, as compared to $279,133 and $700,440 for the three and six
months ended September 30, 1996. This increase was primarily attributable to
the hiring of additional personnel and otherwise expanding operations. Included
in Selling, General and Administrative expenses are salaries aggregating
$116,461 and $237,445 for the three months and six months ended September 30,
1997, as compared to $99,077 and $192,176 for the three months and six months
ended September 30, 1996.

     The Company experienced a material decrease in selling, general and
administrative expenses during the second quarter of fiscal 1998 as opposed to
the first quarter of fiscal 1998, during which selling, general and
administrative expenses were $616,128. This decrease was largely attributable
to decreased legal costs. During the first quarter of fiscal 1998, the Company
experienced extraordinary legal costs, which arose from a threatened proxy
contest by May Davis Group, Inc. ("May Davis"), the underwriter for the
Company's initial public offering, and affiliated parties. Following extensive
negotiations, the Company entered into a Settlement and Voting Agreement with
May Davis and such parties on June 12, 1997, which was subsequently amended on
September 23, 1997.


                                       8
<PAGE>


Research and Development

     Research and development expenses consist primarily of salaries of
software development staff. The research and development expenses were $142,341
and $290,210 for the three and six month periods ended September 30, 1997, as
compared to $68,850 and $133,980 for the three and six month periods ended
September 30, 1996. This increase was primarily attributable to increased
staffing costs. Management believes that research and development activities
are the single most critical area for investment in the Company and, as a
result, anticipates the hiring of additional software engineers in an effort to
develop and achieve commercial sales of the Company's systems. The Company
anticipates spending approximately $400,000 of its available cash and
marketable securities during the last two quarters of fiscal 1998 on research
and development.

Interest Expense, Financing Costs and Interest Income

     There were no interest expenses and financing costs in either the second
quarter of fiscal 1998 or the second quarter of fiscal 1997. Interest and
dividend income was $20,170 and $51,805 for the three and six months ended
September 30, 1997, as compared to $19,425 and zero for the three and six
months ended September 30, 1996. All sums represent interest earned on
investments of the proceeds from the initial public offering.

Provision for Income Taxes

     The Company has no provision for income taxes for all periods presented
since it incurred net losses for such periods

Liquidity and Capital Resources

     The Company's cash and cash equivalent and marketable securities
aggregated $1,728,721 at September 30, 1997, as compared to $3,017,784 at March
31, 1997. Net cash used in operations was $1,243,730 for the six months ended
September 30, 1997, as compared to $646,144 used in operations for the six
months ended September 30, 1996. The increase in net cash used in operations
from period to period was primarily attributable to the costs from hiring
additional personnel and otherwise expanding operations and costs associated
with the threatened proxy contest by May Davis and affiliated parties,
described above.

     The uses of cash during the quarter ended September 30, 1997 were financed
almost exclusively by the sale in August 1996, of 950,000 shares of common
stock and 839,500 warrants to purchase common stock (including the exercise of
the underwriter's overallotment option relating to 109,500 warrants) which
resulted in proceeds of $4.2 million, net of offering expenses, as well as the
sale, in March and May 1996, of an aggregate of 400,000 shares of common stock
and 1,000,000 warrants in a private placement which resulted in proceeds of
$376,000, net of offering expenses.

     Net cash provided by (used in) investing activities was $1,944,758 for the
six months ended September 30, 1997, as compared to ($28,004) for the six
months ended September 30, 1996. The change in investing activities was
primarily due to proceeds from sales of available for sale securities.

     There was no cash provided by financing activities during the six months
ended September 30, 1997, as compared to $4,484,529 for the six months ended
September 30, 1996. The decrease in net cash provided by financing activities
primarily reflects the receipt of proceeds from the Company's initial public
offering in August, 1996.

     The Company does not expect any purchase or sale of plant or significant
equipment during fiscal 1998.

     The Company believes that significant ongoing investment in all areas of
the business will continue to be critical to its success. The Company believes
that its existing cash and marketable securities will be sufficient to fund the
Company's operations for approximately six to nine months. There can be no
assurance that the Company's cost estimates are accurate or that the Company's
cash and marketable securities will provide sufficient working capital for
operations. The Company expects that it will have to raise additional funds,
and anticipates actively seeking such capital, during the next six to nine
months for additional research and development, and sales and marketing. Such
additional capital may take the form of equity issuance, debt issuance or a
combination thereof. The Company has entered into a non-exclusive agreement
with a financial advisor to assist it in such financing activities. The Company
currently does not have any commitments to obtain additional financing and
there can be no assurance that such financing will be available or, if so, that
it can be obtained on terms satisfactory to the Company. In the event that the
Company cannot obtain additional funds when needed, the Company will be forced
to significantly curtail or cease its activities, which would likely result in
loss to investors of all or a substantial portion of their investment.

                                       9
<PAGE>


PART II  OTHER INFORMATION

ITEMS 1, 2, 3 AND 5 ARE NOT APPLICABLE AND HAVE BEEN OMITTED.

ITEM 4

     The Company held its annual meeting of stockholders on October 8, 1997 in
New York, New York (the "Annual Meeting"). The following four proposals were
adopted:

     (1) The stockholders ratified amendments to the Company's By-Laws and
Certificate of Incorporation to, among other things, increase the number of
directors of the Company to seven and to institute a classified Board of
Directors. To effect these amendments, Sections 1(a) and 1(c) of Article III of
the By-laws were deleted in their entirety, certain additions to Articles III
and IV were incorporated, and Articles IX, X and XI were added to the Company's
Certificate of Incorporation. This summary is qualified by reference to the
full text of the amendments to the Company's Certificate of Incorporation and
By-laws which are set forth as Exhibits 3.1 and 3.2 to this Report. The
classified Board of Directors divides the Company's Board of Directors into
three classes of directors. Pursuant to these amendments, the terms of the
directors will be as follows: (i) Class I Directors shall serve for a term
expiring at the Company's 1998 Annual Meeting of Stockholders; (ii) Class II
Directors shall serve for a term expiring at the Company's 1999 Annual Meeting
of Stockholders; and (iii) Class III Directors shall serve for a term expiring
at the Company's 2000 Annual Meeting of Stockholders. In addition, the Chairman
of the Board will be elected directly by the Company's stockholders. The
Company proposed these amendments to comply with its obligations under the
Settlement and Voting Agreement (the "Voting Agreement") it entered into as of
June 12, 1997 with May Davis Group, Inc. ("May Davis"), Owen May, Dibo Attar,
Dennis E. Sal and seven investment funds as to which Mr. Attar acts as
advisors. The Voting Agreement, which was amended on September 23, 1997, was
entered into to, among other things, resolve certain corporate governance
issues relating to the Company. The proposal to amend the charter and by-laws
received 1,974,899 votes for, 3,200 votes against and 10,000 votes to abstain.


     (2) Seven directors, constituting the entire board, were elected at the
Annual Meeting to serve until their respective successors are elected and
qualified. Adam L. Goldberg and Marcel M. Yung were elected as Class I
Directors and shall serve for a term of one year expiring at the Company's 1998
Annual Meeting of Stockholders. John E. Meier and Michael Wolf were elected as
Class II Directors and shall serve for a term of two years expiring at the
Company's 1999 Annual Meeting of Stockholders. Michael Kharitonov (as Chairman
of the Board), Andrew J. Schwartz and Jeffrey Wolf were elected as Class III
Directors and shall serve for a term of three years expiring at the Company's
2000 Annual Meeting of Stockholders. Each director received 1,986,299 votes for
and 1,800 votes withheld.

     (3) The stockholders ratified the proposal to select Goldstein, Golub,
Kessler & Company, P.C., independent certified public accountants, to serve as
auditors for the Company for the fiscal year ended March 31, 1998. Goldstein,
Golub, Kessler & Company, P.C. has been the Company's auditors since its
inception. The proposal to ratify Goldstein, Golub, Kessler & Company, P.C.
received 1,988,099 votes for, zero votes against and zero votes to abstain.

     (4) The stockholders ratified the adoption of the 1997 NetLive
Communications, Inc. Stock Option Plan (the "1997 Plan"). The 1997 Plan was
adopted to enable the Company to compete for talent in a highly competitive job
market. Six hundred thousand shares of Common Stock have been authorized for
issuance under the 1997 Plan. The 1997 Plan imposes no limit on the number of
officers and other key employees to whom awards may be made. The 1997 Plan will
be administered by a committee of at least two non-employee directors to be
appointed by the Company's Board of Directors. The foregoing summary of the
1997 Plan is qualified in its entirety by reference to the full text of the
1997 Plan, a copy of which is annexed as Exhibit 10.15 to this Report. The
proposal to ratify the 1997 Plan received 1,973,299 votes for, 14,800 votes
against and zero votes to abstain.

                                      10

<PAGE>



ITEM 6 Exhibits and Reports on Form 8-K

  (a) Exhibits: The following exhibits are filed herewith or incorporated 
      herein by reference:

       1.1    Underwriting Agreement (1)
       3.1    Articles of Incorporation, as amended to date(1) (6)
       3.2    By-Laws (1) (2) (7)
       4.1    Form of Underwriter's Warrant(1)
       4.2    Form of Financial Advisory and Investment Banking Agreement with
              the Underwriter(1)
       4.3    Form of Common Stock Certificate(1)
       4.4    Form of Common Stock Purchase Warrant(1)
       4.5    Form of Common Stock Purchase Warrant used for Bridge Loans(1)
       4.6    Form of Warrant Agreement(1)
       10.1   Employment Agreement with Laurence Rosen(1)
       10.2   Employment Agreement with Michael Kharitonov(1)
       10.3   Employment Agreement with Jeffrey Wolf, as amended(1)
       10.4   Amendment No. 1 to Employment Agreement with Michael Kharitonov(1)
       10.5   Employment Agreement with Vladislav Rysin(1)
       10.6   License Agreement with Jeane Dixon(1)
       10.7   Company's 1996 Incentive Stock Option Plan (1)(9)
       10.8   NetLive Communications, Inc. Performance Share Program and
              Performance Share Program Trust(3)
       10.9   Settlement and Voting Agreement, dated as of June 12, 1997,
              among the Company, May Davis Group, Inc. et al.(4)
       10.10  Letter agreement, dated as of June 12, 1997, between the Company
              and Gary Rogers(4)
       10.11  Severance Agreement, dated as of June 12, 1997, between the
              Company and Laurence M. Rosen and exhibits thereto including the
              Consulting Agreement.(4)
       10.12  Amendment to Settlement and Voting Agreement, dated
              as of September 23, 1997, by and among the Company, May Davis
              Group, Inc. et al. (5)
       10.13  Amendment to Underwriting Agreement, dated as of September
              23, 1997, by and between the Company and May Davis Group, Inc. (5)
       10.14  Letter Agreement, dated as of September 23, 1997, by and
              between the Company and Gary Rogers (5)
       10.15  Company's 1997 Stock Option Plan (8)
       27.1   Financial Data Schedule (8)

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

(1)  Filed with the Company's Registration Statement filed on Form SB-2 (File
     No. 333-4057).

(2)  Amendment to Article II, Section 7 of the Company's By-laws filed with the
     Company's Current Report on Form 8-K dated January 28, 1997.

(3)  Filed with the Company's Current Report on Form 8-K dated February 27,
     1997.

(4)  Filed with the Company's Current Report on Form 8-K dated July 3, 1997

(5)  Filed with the Company's Current Report on Form 8-K dated October 8, 1997

(6)  Additional Articles IX, X and XI are filed herewith.

(7)  The amendment to Article III, Sections 1(a), 1(c), 6 and 9 and the
     amendment to Article IV, Sections 1(b), 1(c) and 3 are filed herewith.

(8)  Filed herewith.

(9)  Amended and corrected version filed herewith.

                                      11
<PAGE>

(b)   Reports on Form 8-K

A Form 8-K was filed by the Company on July 3, 1997. This filing disclosed
under Item 5 the Company's entry into a June 12, 1997 Settlement and Voting
Agreement with May Davis Group, Inc., the underwriter for the Company's initial
public offering in August 1996, and several of its affiliates. The filing also
disclosed under Item 5 the Company's entry into a June 12, 1997 Severance
Agreement and ancillary agreements with Laurence Rosen, as well as the
resignation of Mr. Rosen as the Company's Chief Executive Officer, President,
Chief Financial Officer, Treasurer and as a member of the Company's Board of
Directors.

A Form 8-K was filed by the Company on October 8, 1997. This filing disclosed
under Item 5 the Company's entry, as of September 23, 1997, into (1) an
amendment to the June 12, 1997 Settlement and Voting Agreement with May Davis
Group, Inc and several of its affiliates, (2) a letter agreement with Gary
Rogers, and (3) an amendment to the Underwriting Agreement with May Davis
Group, Inc.

                                      12
<PAGE>

                                      SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Issuer has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                    NETLIVE COMMUNICATIONS, INC.


Date: 11/14/97                      By: /s/ Michael Kharitonov
------------------------------          ------------------------------------
                                        Michael Kharitonov
                                        Chief Executive Officer and
                                        President




Date: 11/14/97                      By: /s/ Andrew Schwartz
------------------------------          ------------------------------------
                                        Andrew Schwartz
                                        Chief Financial Officer, Treasurer and 
                                        Secretary (Principal Accounting and 
                                        Financial Officer)

                                      13