<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION

                                Washington, DC

                                 FORM 10-QSB/A


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

               For the quarterly period ended June 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>

                         (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 $160,620 as of June 30, 1997, decreasing the net
loss per common share by $.08 for the three months ended June 30, 1997 and had 
no effect on the Company's cash flow. Item 2, Management Discussion and
Analysis or Plan of Operation, has also been revised to reflect these changes.

  Item 1.    Financial Statements

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

    Statement of Operations for the three month periods ended June 30, 1997 
    and 1996 (unaudited), and the period from August 23, 1995 (inception) to 
    June 30, 1997 (unaudited)                                                     3 

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


    Notes to Financial Statements                                                 5


  Item 2.  Management's Discussion and Analysis or Plan
  of Operation                                                                    7

PART II      OTHER INFORMATION                                                    9

                    Signatures                                                   10




</TABLE>


                                      1
<PAGE>

PART I:   FINANCIAL INFORMATION



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

<TABLE>
<CAPTION>

                                                                  June 30, 1997                   March 31, 1997
                                                             ------------------------           --------------------
                                                                   (unaudited)

<S>                                                                <C>                                 <C>
ASSETS
  Current Assets
           Cash and cash equivalents                              $1,181,452                           $    32,958
           Marketable securities                                     998,569                             2,984,826
           Prepaid expenses and other current assets                  38,035                                32,435
                                                                  ----------                           -----------
               TOTAL  CURRENT  ASSETS                              2,218,056                             3,050,219

           Property  and Equipment, net                              102,930                                93,853
           Capitalized software development costs                    160,620                                     -
           Deferred income tax asset, net of valuation      
           allowance                                                       -                                     -
           Other Assets                                               42,458                                50,112
                                                                  ----------                           -----------
                TOTAL  ASSETS                                     $2,524,064                           $ 3,194,184
                                                                ============                          ============

LIABILITIES  AND  STOCKHOLDERS' EQUITY
  Current Liabilities
           Accounts payable & accrued expenses                    $  128,327                           $   414,633
                                                                  ----------                           -----------
                TOTAL CURRENT LIABILITIES                            128,327                               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                              5,817,281                             5,996,948
           Deficit accumulated during development stage           (2,733,840)                           (2,288,588)
           Deferred Compensation                                    (687,999)                             (929,104)
                                                                  ----------                            ----------
                STOCKHOLDERS'  EQUITY                              2,395,737                             2,779,551
                                                                  ----------                            ----------
TOTAL  LIABILITIES  AND  STOCKHOLDERS'  EQUITY                    $2,524,064                            $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       August 23,1995
                                      ended               ended         (date of inception)
                                  June 30, 1997       June 30, 1996      to June 30, 1997
                               ------------------ ------------------  ---------------------
<S>                              <C>                <C>                        <C>
                                  (unaudited)         (unaudited)

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

Selling, general & administrative
expenses: 
Salaries                           $ 124,209           $  93,099           $   761,942
Research and development                  --              65,130               568,855
Professional fees                    187,304              23,674               589,632
Rent                                   9,085              11,036                67,287
Depreciation & amortization           11,391               5,180                44,665
Interest expense and financing costs      --             189,357               196,123
Interest and dividend income         (31,635)                 --              (145,321)
Other                                155,154              33,831               668,602
                                  -----------         -----------           -----------
Total expenses                       455,508             421,307             2,751,785
                                  -----------         -----------           -----------

Net loss                           $(445,252)          $(421,307)          $(2,733,840)
                                  ===========         ===========           ===========

Net loss per common share          $   (0.15)          $   (0.21)                   --
                                  ===========         ===========           ===========
Weighted average number of common
shares outstanding                 2,950,000           2,046,743                    --
                                  ===========         ===========           ===========
</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
                                                                             Three                Three            August 23, 1995
                                                                          months ended         months ended        (inception) to
                                                                         June 30, 1997         June 30, 1996        June 30, 1997
                                                                       ------------------   ------------------   ------------------
                                                                           (unaudited)          (unaudited)
<S>                                                                         <C>                 <C>                 <C>
Cash flows from operating activities:                          
Net Loss                                                                    $(445,252)          $(421,307)          $ (2,733,840)
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                                  61,438              12,500                161,084
Amortization of debt issue costs and discount on
notes payable                                                                       -             186,131                190,000
Depreciation and amortization                                                  11,391               5,180                 44,665

  Changes in operating assets and liabilities:
Increase in prepaid expenses and other current assets                          (5,600)            (49,400)               (38,035)
Increase in capitalized software development costs                           (160,620)                  -               (160,620)
Increase (decrease) in other assets                                             7,500                   -                (37,175)
Increase (decrease) in accounts payable and accrued
expenses                                                                     (286,306)             91,209                128,327
                                                                         ------------         -----------            -----------
Net cash used in operating activities                                        (817,449)           (175,687)            (2,433,588)
                                                                         ------------         -----------            -----------
 Cash flows from investing activities:
Purchase of property and equipment                                            (20,314)            (22,109)              (110,816)
Acquisition of intangibles                                                          -              (1,920)                (6,140)
Purchase of available-for-sale securities                                           -                   -             (4,984,826)
Proceeds from sales of available-for-sale securities                        1,986,257                   -              3,986,257   
                                                                          -----------         -----------            -----------

  Net cash provided by (used in) investing activities                       1,965,943             (24,029)            (1,115,525)
                                                                          -----------         -----------            -----------
  Cash flows from financing activities:
Net proceeds from issuance of common stock                                          -             376,029              4,816,697
Principal payments on obligations under capital leases                              -              (1,246)               (17,632)
Proceeds from issuance (repayment of) notes payable                                 -            (250,000)                     -
Debt issue costs                                                                    -                   -                (25,000)
Deferred offering costs                                                             -             (65,320)               (43,500)
                                                                          -----------         -----------            -----------
  Net cash provided from financing activities                                       -              59,463              4,730,565
                                                                          -----------         -----------            -----------
  Net increase (decrease) in cash                                           1,148,494            (140,253)             1,181,452

  Cash and cash equivalents at beginning of period                             32,958             160,395                      -
                                                                          -----------         -----------            -----------
  Cash and cash equivalents at end of period                             $  1,181,452          $   20,142            $ 1,181,452
                                                                          ===========         ===========            ===========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest                                            -          $    5,578            $     5,578
                                                                          ===========         ===========            ===========

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                                             -          $  300,000            $ 1,028,750
                                                                          ===========         ===========            ===========
</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 amendments
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 June 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 the three month periods ended 
June 30, 1997 and 1996 since the Company had net operating losses. These net 
operating losses have resulted in a deferred tax asset at June 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 June 30, 1997.

NOTE 6

EMPLOYEE STOCK OPTIONS AND PERFORMANCE SHARE PROGRAM

The Company maintains a stock option plan 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 such 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 month period ended June 30, 1997, the Company recorded a charge to 
earnings of $25,000, 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 June
30, 1997, awards relating to an aggregate of 106,000 shares of common stock
had been made to employees. During the 3 month period ended June 30, 1997,
previously issued awards relating to 28,000 shares of common stock were
forfeited due to employee departures. As of June 30, 1997, 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. Compensation charged to selling, general and administrative expense
was $36,438 for the fiscal quarter ended June 30, 1997. Additionally, during
the 3 months ended June 30, 1997, deferred compensation was reduced by
$179,667 to reflect the unamortized portion attributable to awards for 28,000
shares of common stock forfeited due to employee departures.


                                      6
<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 was developing live, one-on-one 
videoconferenced entertainment, educational and counseling services over the
Internet and technologies designed to deliver such content services to 
consumers. During the first quarter of fiscal 1998, the Company shifted its 
focus to concentrate principally on developing Internet call center software 
technologies to license to businesses. The Company anticipates that many 
applications of its systems by customers will be without a video component.
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. 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 $445,252 during the first quarter of fiscal 1998, as compared to 
$421,307 during the first quarter of fiscal 1997. Net loss per share was $0.15 
during the first quarter of fiscal 1998, as compared to $0.21 during the first 
quarter of fiscal 1997.

The Company has only a 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 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 June 30, 1997. As of June 30, 1997, the Company had 
an accumulated deficit during the development stage of $2,733,840. 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 $455,508 for the first quarter of fiscal 1998, as
compared to $421,307 for the first quarter of fiscal 1997.


The Company experienced materially increased selling, general and 
administrative expenses during the first quarter of fiscal 1998, which was
largely attributable to increased legal costs arising 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. In light of the professional fees
associated with the filing of the Company's first Form 10-KSB, proxy statement
and other legal compliance, the Company does not anticipate a substantial
diminution in the professional fee component of the selling, general and 
administrative expenses until the second quarter of fiscal 1998. Such increase
in selling, general and administrative expenses were offset by certain software
development costs which are now being capitalized in accordance with generally
accepted accounting principles. The Company had determined that it had achieved
technological feasibility during April 1997.

Included in Selling, General and Administrative expenses are salaries
aggregating $124,209 for the first quarter of fiscal 1998, as compared to
$93,099 for the first quarter of fiscal 1997. Such increase is attributable to
the salaries of the administrative staff, which has been expanded.

Interest Expense, Financing Costs and Interest Income

Interest expense and financing costs consists of interest incurred on equipment
financing and financing costs incurred in connection with the March 1996
private placement of debt securities. Such debt securities were re-paid in
May 1996. At




                                      7
<PAGE>

the date of payment, the Company recorded a financing charge of approximately
$165,000. There were no interest expense and financing costs during the first
quarter of fiscal 1998, as compared to $189,357 for the first quarter of 1997.
Interest and dividend income of $31,635 for the first quarter of fiscal 1998
represents 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
$2,180,021 at June 30, 1997, as compared to $3,017,784 at March 31, 1997. Net
cash used in operations was $817,449 for the quarter ended June 30, 1997, as
compared to $175,687 used in operations for the quarter ended June 30, 1996.
The increase in net cash used in operations from period to period was
primarily attributable to the costs from expansion of operations.

The uses of cash during the quarter ended June 30, 1997 were financed
mainly by the sale in August 1996, of 950,000 shares of common stock and 
730,000 warrants to purchase common stock which resulted in proceeds of $4.2 
million, net of offering expenses, as well as the sale, in May 1996 of 200,000 
shares of common stock in a private placement which resulted in proceeds of 
$376,000, net of offering expenses. 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.

Net cash provided by (used in) investing activities was $1,965,943 for the
quarter ended June 30, 1997, as compared to ($24,029) for the quarter ended
June 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 first quarter of
fiscal 1998, as compared to $59,463 for the first quarter of fiscal 1997. The
decrease in net cash provided by financing activities primarily reflects the
receipt in May 1996 of proceeds of a private placement.

The Company anticipates spending approximately $700,000 of its available cash
and marketable securities during 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 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,sales and marketing and capital
expenditures. Such additional capital may take the form of equity issuance,
debt issuance or a combination thereof. 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.




                                      8
<PAGE>



PART II  OTHER INFORMATION

ITEMS 1 THROUGH 5,INCLUSIVE, ARE NOT APPLICABLE AND HAVE BEEN OMITTED.

ITEM 6 Exhibits and Reports on Form 8-K

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

       3.1    Articles of Incorporation, as amended to date(1)
       3.2    By-Laws(1)(2)
       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)
       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)
       27.1   Financial Data Schedule

-------------------
(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


          (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.



                                      9


<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: November 26, 1997         By: /s/ Michael Kharitonov
----------------------------       ----------------------------------------
                                   Michael Kharitonov
                                   Chief Executive Officer and
                                   President




Date: November 26, 1997         By: /s/ Andrew Schwartz
----------------------------       ---------------------------------------
                                   Andrew Schwartz
                                   Chief Financial Officer, Treasurer
                                   and Secretary
                                   (Principal Accounting and Financial Officer)