<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION

                                Washington, DC

                                 FORM 10-QSB/A


 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




<TABLE>
<CAPTION>


                                                                             Page Number
                                                                           -----------------
<S>
                                                                                  <C>
PART I:   FINANCIAL INFORMATION

The accompanying financial statements are amended from the original filing in
order to capitalize certain software development costs as permitted by
Financial Accounting Standards No. 86 (see Note 3 to the financial statements
below). The capitalization of such amounts previously expensed had the effect
of increasing total assets by $322,562 as of September 30, 1997, decreasing
the net loss per common share by $.05 and $.11 for the three and six month 
periods ended September 30, 1997 and had no effect on the Company's cash flow.
Item 2, Management's Discussion and Analysis or Plan of Operations, has also
been revised to reflect these changes.

  Item 1. Financial Statements

    Balance Sheet as of September 30, 1997 (unaudited)
    and as of  March 31, 1997  (audited)                                          2

    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)                            3

    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)                                                4


    Notes to Financial Statements                                                 5


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

PART II     OTHER INFORMATION

Item 6.     Exhibits and Reports on Form 8-K                                     10


            Signatures                                                           12




</TABLE>


                                      1
<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
           Capitalized software development costs                    322,562                                     -
           Deferred income tax asset, net of valuation      
           allowance                                                       -                                     -
           Other Assets                                               35,746                                50,112
                                                                  ----------                           -----------
                TOTAL  ASSETS                                     $2,284,623                           $ 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           (3,055,110)                           (2,288,588)
           Deferred Compensation                                    (684,647)                             (929,104)
                                                                  ----------                            ----------
      STOCKHOLDERS'  EQUITY                                        2,124,986                             2,779,551
                                                                  ----------                            ----------
TOTAL  LIABILITIES  AND  STOCKHOLDERS'  EQUITY                    $2,284,623                            $3,194,184
                                                                 ===========                            ==========

</TABLE>

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



                                      2
<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, 1997 September 30, 1996  September 30, 1997  September 30, 1996  to September 30, 1997
                               ------------------ ------------------  ------------------  ------------------  ---------------------
<S>                              <C>                <C>                 <C>                      <C>                   <C>
                                  (unaudited)         (unaudited)         (unaudited)          (unaudited)          (unaudited)

Net revenue                                -                   -           $  10,256                    -            $  17,945
                                 ------------        ------------        ------------        -------------       --------------

Selling, general & administrative
expenses: 
Salaries                         $   108,872          $   99,077           $ 233,081          $   192,176            $ 870,814
Research and development                  --              68,850                  --              133,980              568,855
Professional fees                     84,931              38,235             272,235               61,909              674,563
Rent                                   4,978              11,813              14,063               22,849               72,265
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                                129,328              74,152             284,482              107,983              797,930
                                  -----------         -----------         -----------          -----------          -----------
Total expenses                       321,270             279,133             776,778              700,440            3,073,055
                                  -----------         -----------         -----------          -----------          -----------

Net loss                         $  (321,270)           (279,133)        $  (766,522)         $  (700,440)         $(3,055,110)
                                  ===========         ===========         ===========          ===========          ===========

Net loss per common share        $     (0.11)        $     (0.11)              (0.26)         $     (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.





                                      3



<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                                                                    $(766,522)          $(700,440)          $ (3,055,110)
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 in capitalized software development costs                           (322,562)                  -               (322,562)
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.




                                      4
<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.


NOTE 3

CAPITALIZED SOFTWARE COSTS

Certain software development costs are capitalized in accordance with
Financial Accounting Standards No. 86, "Accounting for the Costs of Computer
Software to be Sold, Leased or Otherwise Marketed" and are stated at the lower
of unamortized cost or net realizable value. Capitalization of software
development costs begins upon the establishment of technological feasibility
and ends when the product is available for general release to customers. The
Company has determined that it had achieved technological feasibility during
April 1997. Amortization of capitalized Software development costs shall
start when the product is available for general release to customers and will
be provided at the greater of the amount computed using (a) the ratio of
current gross revenues for the product to the total of current and anticipated
future gross revenues, or (b) the straight-line method over the remaining
estimated economic life of the product. All other research and development
expenditures are charged to research and development expense in the period
incurred.





                                      5
<PAGE>



NETLIVE COMMUNICATIONS, INC.
(a development stage company)

NOTES TO FINANCIAL STATEMENTS
 (Unaudited)

NOTE 4

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 5

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 6

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.



                                      7
<PAGE>

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.







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 $321,270 and $766,522 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 $0.11 and $0.26 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 $3,055,110. 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 $321,270 and $776,778 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 $108,872 and $233,081 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 $455,508. 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 



                                      8
<PAGE>

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.

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 anticipates spending approximately $400,000 of its available cash
and marketable securities during the last two quarters of fiscal 1998 on
software development costs, a portion of which will be capitalized.

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, 4, 5 AND 5 - RESPONSES TO THESE ITEMS HAVE
BEEN PREVIOUSLY PROVIDED AND THEREFORE HAVE BEEN
OMITTED HEREIN



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 (10)

-------------------
(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 were filed with the Company's Current
       Report on Form 10-QSB dated November 14, 1997.


                                      10
<PAGE>

(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 were filed with the
       Company's Current Report on Form 10-QSB dated November 14, 1997.

(8)    Filed with the Company's Current Report on Form 10-QSB dated November
       14, 1997.

(9)    Amended and corrected version filed with the Company's Current Report
       on Form 10-QSB dated November 14, 1997.

(10)   Filed herewith.

      (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.












                                      11

<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:    11/26/97           By: /s/ Michael Kharitonov
----------------------------   ------------------------------------------
                               Michael Kharitonov
                               Chief Executive Officer and
                               President




Date:   11/26/97            By: /s/ Andrew Schwartz
----------------------------   ------------------------------------------
                               Andrew Schwartz
                               Chief Financial Officer, Treasurer and Secretary
                               (Principal Accounting and Financial Officer)