U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  FORM 10-QSBA

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


                For the quarterly period ended February 28, 1997


[    ]   TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

            For the transition period from _________ to ______________

            Commission file number:             1-13360


                                ENTERACTIVE, INC.
        (Exact name of small business issuer as specified in its charter)


            DELAWARE                                   22-3272662
(State or other jurisdiction of                   (I.R.S.  Employer
incorporation or organization)                    Identification No.)


              110 West 40th Street, Suite 2100, New York, NY 10018
                    (Address of Principal Executive Offices)

                                 (212) 221-6559
                (Issuer's Telephone Number, Including Area Code)


            Check whether the issuer: (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.

YES    /X /   NO /  /

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

                                           Number Outstanding
         Title of Class                    as of April 14, 1997
         --------------                    --------------------

   Common Stock, $.01 Par Value                7,679,441


Transitional Small Business Disclosure Format:  Yes / /   No   /X/


<PAGE>
                                TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

                                                                          Page
Item 1   Financial Statements

         Consolidated Balance Sheets at February 28, 1997 and
         February 29,1996                                                   3

         Consolidated Statements of Operations for the three months
         and nine months ended February 28, 1997 and February 29, 1996    4,5

         Consolidated Statements of Cash Flows for the nine months
         ended February 28, 1997 and February 29, 1996                      6

         Notes to Condensed Consolidated Financial Statements               7

SIGNATURES                                                                 10

<PAGE>
                        ENTERACTIVE INC. and Subsidiaries

                           Consolidated Balance Sheets

<TABLE>
<CAPTION>

                                                                                  February 28              May 31
                                                                                     1997                  1996
                                                                                  -----------             -------
ASSETS                                                                            (unaudited)
Current Assets
<S>                                                                           <C>                     <C>         
      Cash and cash equivalents                                               $  6,516,700            $  6,005,400
      Accounts receivable                                                          224,800                 147,400
      Income taxes receivable                                                         --                    16,400
      Inventories                                                                  518,100                 439,500
      Prepaid expenses and other                                                    10,400                  10,200
                                                                              ------------            ------------
         Total current assets                                                    7,270,000               6,618,900

Capitalized software                                                               749,500               1,070,600
Affiliate Right                                                                    609,400                    --
Property and equipment, net                                                        166,000                 231,300
Other                                                                               24,200                  24,200
                                                                              ------------            ------------
                                                                              $  8,819,100            $  7,945,000
                                                                              ------------            ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
      Accounts payable                                                        $    896,000            $  1,404,300
      Accrued expenses                                                              55,200                 895,300
      Current maturities of long-term debt                                          40,200                 498,900
                                                                              ------------            ------------
         Total current liabilities                                                 941,300               2,798,500
    Long-term debt, excluding current maturities                                    40,200                 167,800
                                                                              ------------            ------------
                      Total liabilities                                          1,031,600               2,966,300

    Commitments and contingencies
    Stockholders' Equity
    Preferred Stock $.01 par value, 2,000,000 shares                                   
    authorized and 6,720 and 0 shares issued and outstanding
    for February 28, 1997 and May 31, 1996, respectively                               100                    --

    Common Stock $.01 par value, 30,000,000 shares authorized;
    7,679,441 and 7,656,435 shares  issued and outstanding for                      
    February 28, 1997 and May 31,1996, respectively                                 76,800                  76,600

    Additional paid-in capital                                                  27,919,500              19,620,900

    Accumulated deficit                                                        (20,208,900)            (14,718,800)
                                                                              ------------            ------------
          Total stockholders' equity                                             7,787,500               4,978,700

    See notes to consolidated  financial statements                           $  8,819,100            $  7,945,000
                                                                              ------------            ------------
</TABLE>

                                       3
<PAGE>
                        ENTERACTIVE INC. and Subsidiaries
                      Consolidated Statements of Operations
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                                Three months ended
                                                                       February 28               February 29
                                                                          1997                      1996
                                                                       ------------          ---------------

<S>                                                                    <C>                   <C>        
Net product sales                                                      $   115,200           $    95,200
Product development revenue                                                   --                  57,200
Royalty revenue                                                            152,600                   900
                                                                       -----------           -----------
       Total revenues                                                      267,800               153,300

Cost of product sales                                                      113,600                22,300
Amortization of capitalized software                                       107,000                  --
Cost of development revenue                                                   --                  37,300
Research and development expense                                           542,000               844,200
Marketing and selling expenses                                             835,500               344,300
Internet services expenses                                                 516,700                  --
General and administrative expenses                                        210,600               587,300
Acquired in-process research and development                                  --               1,915,100
                                                                       -----------           -----------
       Total costs and expenses                                          2,325,400             3,750,500
                                                                       -----------           -----------

Operating loss                                                          (2,057,600)           (3,597,200)
                                                                       -----------           -----------

Other income (expense):
      Interest expense                                                     (10,900)              (57,500)
      Interest income                                                       81,800                19,800
      Other                                                                   --                  (4,000)
                                                                       -----------           -----------
Net Loss                                                               $(1,986,700)          $(3,638,900)
                                                                       -----------           -----------

Preferred stock preferences(1997 restated - Note 7)                       (932,100)

                                                                       -----------           -----------
Net loss to common shareholders (1997 restated -Note 7)                $(2,918,800)          $(3,638,900)
                                                                       -----------           -----------

Loss per common and common equivalent share (1997 restated - Note 7)   $     (0.38)          $     (0.76)
                                                                       -----------           -----------

            Weighted average shares of common stock outstanding          7,679,441             4,775,489
                                                                       -----------           -----------
</TABLE>

See notes to consolidated financial statements


                                       4
<PAGE>
                        ENTERACTIVE INC. and Subsidiaries
                      Consolidated Statements of Operations
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                                    Nine Months Ended
                                                                         Feb. 28, 1997        Feb. 28, 1996
                                                                         -------------        --------------
<S>                                                                      <C>                   <C>
Net product sales                                                            881,300               324,800
Product development revenue                                                   40,700               257,700
Royalty revenue                                                              527,900               103,300
                                                                          ----------           -----------
       Total revenues                                                      1,449,900               685,800

Cost of product sales                                                        462,500                77,600
Amortization of capitalized software                                         321,200                  --
Cost of Development revenue                                                   37,000               225,500
Research and development expenses                                          1,982,200             2,301,500
Marketing and selling expenses                                             2,641,300             1,354,700
Internet services expense                                                    516,700                  --
General and administrative expenses                                        1,118,100             1,246,900
Acquired in process research and development                                    --               1,915,100
                                                                          -----------          -----------
       Total costs and expenses                                            7,079,000             7,121,300
                                                                          -----------          -----------

Operating loss                                                            (5,629,100)           (6,435,500)
                                                                          -----------          -----------

Other income (expense):
      Interest expense                                                       (33,100)              (33,100)
      Interest income                                                        165,200               110,000
      Other                                                                    6,900                 4,900

                                                                          -----------          -----------
            Net loss                                                      (5,490,100)           (6,378,800)
                                                                          -----------          -----------

Preferred stock preferences (1997 restated - Note 7)                        (932,100)
                                                                         ------------          -----------
Net loss to common shareholders (1997 restated - Note 7)                 $(6,422,200)          $(6,378,800)
                                                                         ------------          -----------

Loss per common and common equivalent  share (1997 restated - Note 7)    $     (0.84)          $     (1.34)
                                                                         ------------          -----------
            Weighted average shares of common
                stock outstanding                                          7,679,295             4,775,489
                                                                         ------------          -----------
</TABLE>

See notes to consolidated financial statements

                                       5
<PAGE>
                        ENTERACTIVE INC. and Subsidiaries
                      Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>

                                                                                            Nine Months Ended
                                                                                            February 28,1997    February 28,1997
                                                                                            -----------------   ----------------
                                                                                                (unaudited)       (unaudited)

<S>                                                                                            <C>               <C>         
Net Loss                                                                                       $(5,490,100)      $(6,378,800)
Adjustments to reconcile net loss to net cash used in operating activities
          Depreciation and amortization                                                            462,100           287,400
          Acquired in process research and development                                                             1,915,100
          Gain on disposal of assets                                                                                  (9,000)
          Stock option consulting expense                                                          356,300              --
Changes in assets and liabilities
          Accounts receivable                                                                      (77,400)         (101,000)
          Notes receivable                                                                            --                --
          Income taxes receivable                                                                   16,400            13,700
          Inventories                                                                              (78,600)         (140,200)
          Prepaid expenses and other                                                                  (200)           30,400
          Other assets                                                                                --              (2,800)
          Accounts payable                                                                        (508,300)          271,400
          Accrued expenses                                                                        (840,100)         (194,000)
                                                                                                -----------       -----------
                     Net cash used in operating activities                                      (6,159,900)       (4,307,800)
                                                                                                -----------       -----------

Cash flows from investing activities
          Proceeds from sale of investments                                                            --           1,085,700
          Notes receivable                                                                             --            (285,200)
          Cash acquired from Lyriq acquisition                                                         --              11,300
          Purchase of franchise rights                                                             (625,000)             --
          Purchases of property and equipment                                                       (60,100)          (35,700)
                                                                                                                  -----------
                                                                                                -----------       -----------
                     Net cash (used) provided by investing activities                              (685,100)          775,500
                                                                                                -----------       -----------

Cash flows from financing activities
          Exercise of stock options                                                                 73,500              --
          Repayment of short-term borrowings                                                          --             (15,200)
          Net proceeds from issuance of convertible preferred stock                              7,869,100         2,460,000
          Principal payments under long-term debt                                                 (586,300)             --
          Principal payments under capital lease obligations                                          --              (2,900)
                                                                                               -----------       -----------
                     Net cash provided by financing activities                                   7,356,300         2,441,900
                                                                                               -----------       -----------

                     Net increase (decrease) in cash and cash equivalents                          511,300        (1,090,400)

Cash and cash equivalents
          Beginning of year                                                                      6,005,400         2,932,400
                                                                                               -----------       -----------
          End of period                                                                        $ 6,516,700       $ 1,842,000
                                                                                               ===========       ===========
</TABLE>

See notes to consolidated financial statements

                                       6
<PAGE>
                                ENTERACTIVE, INC
               Notes to Condensed Consolidated Financial Statement
                                   (Unaudited)

1.       General

         The accompanying  unaudited financial  statements have been prepared in
         accordance  with the  instructions to Form 10-QSB and in the opinion of
         management contain all adjustments (consisting of only normal recurring
         entries)  necessary to present fairly the Company's  financial position
         as of February 28, 1997, and the results of its operations and its cash
         flows for the nine months  ended  February  28, 1997 and 1996.  Certain
         information  and footnote  disclosures  normally  included in financial
         statements  prepared in accordance with generally  accepted  accounting
         principles have been omitted.  The interim financial  statements should
         be read in  conjunction  with the Company's  financial  statements  and
         related  notes in the May 31, 1996 Annual  Report on Form  10-KSB.  The
         results  for the nine month  period  ended  February  28,  1997 are not
         necessarily indicative of the results to be obtained for the full year.

2.       Business

         Enteractive,  Inc.  (the  "Company")  designs,  publishes  and  markets
         interactive  multimedia  titles for the  entertainment  and  recreation
         markets.  On  December  4,  1996 the  Company  signed  multiple  market
         affiliate  agreements with USWeb  Corporation and paid $625,000 for the
         right to operate  USWeb  affiliate  offices in New York,  Long  Island,
         Philadelphia,  Baltimore,  Stamford,  CT and Bergen  County and Newark,
         NJ., for a ten year period. The Company has formed a subsidiary,  which
         is named USWeb  Cornerstone,  which is intended to provide a full range
         of Internet and Intranet-based  business solutions;  including Web site
         design,  hosting and management,  design and implementation of database
         and  e-commerce   solutions,   educational   programs  and  Web-related
         strategic consulting and marketing.

         On  February  29,  1996,  the  Company  acquired  Lyriq   International
         Corporation   ("Lyriq"),  a  developer  and  publisher  of  interactive
         multimedia  software,  whereby  Lyriq was  merged  into a  wholly-owned
         subsidiary  of the  Company.  The  merger was  accounted  for under the
         purchase  method of  accounting  and,  accordingly,  the net assets and
         operations  of  Lyriq  are  included  in  the  Company's   consolidated
         financial statements commencing February 29, 1996.

         The purchase price was determined as follows:

         725,212 shares of Enteractive common stock at fair value
         ($4.00 per share)                                         $2,900,800
         Excess of fair value of liabilities assumed over assets
         acquired of Lyriq                                            625,400
         Acquisition costs                                             52,100
                                                                   ----------
                   Total                                           $3,578,300
                                                                   ==========

         In connection with the  acquisition,  the Company recorded a $2,293,500
         expense for  purchased  research  and  development  and  $1,284,800  of
         capitalized  software which is being amortized on a straight-line basis
         over three years.  The charge for  purchased  research and  development
         equaled the  estimated  current  fair value of the future  related cash
         flows  to  be  derived  from   specifically   identified   technologies
         (discounted  at a  risk-adjusted  rate of 30%) for which  technological
         feasibility  had not yet  been  established  pursuant  to SFAS  No.  86
         (consistent  with  management's   definition  of  internally  developed
         software).  In addition,  such technologies have no alternative  future
         use.

         The following  unaudited pro forma  consolidated  results of operations
         reflects the results of the  Company's  operations  for the nine months
         ending  February  29, 1996 as if the merger with Lyriq had  occurred at
         the  beginning  of the period and  reflect  the  historical  results of
         operations   of  the   purchased   business   adjusted  for   increased
         amortization  expense and increased common shares  outstanding from the
         acquisition.

                                                             Nine months ended
                                                             February 29, 1996
                                                             -----------------
            Total revenues                                   $ 1,548,200
            Net loss                                         $ (5,086,400)
            Net loss per share                               $  (.92)

                                       7
<PAGE>
      The pro forma  information  does not necessarily  indicate what would have
      occurred had the  acquisition  been  consummated  at the  beginning of the
      period, or of the results that may occur in the future.

3.    Public Offerings of Common Stock

      On October 20, 1994,  2,300,000 units of interest in the Company were sold
      in an initial public  offering(IPO).  Each unit, which was sold for $4.00,
      consisted of one share of the Company's  common stock and one common stock
      purchase warrant,  which entitles the warrant holder to purchase one share
      of the Company's common stock for $4.00 through October 20, 1997. Proceeds
      of approximately $7,600,000, net of related expenses of approximately $1.6
      million,  were  received in exchange for the units  issued.  In connection
      with this sale of  units,  the  Company  sold to the  underwriter,  for an
      aggregate of $50, the right to purchase 200,000 units with identical terms
      to those sold in the initial  public  offering,  except that the  exercise
      price of the warrants is $5.20.  Such units are  exercisable  at $6.60 per
      unit through  October 20, 1999,  and have certain  "piggy back" and demand
      registration rights.

      In May, 1996, the Company sold  2,415,000  shares of the Company's  common
      stock  to the  public  at a price  of  $3.375  per  share.  Proceeds  were
      approximately  $6,791,600,   net  of  related  expenses  of  approximately
      $1,359,000.  In  connection  with this  offering  the Company  sold to the
      underwriter,  for an  aggregate  of $100,  the right to  purchase  210,000
      shares of common stock at a price of $3.71 per share through May 21, 2001.
      In connection  with this right,  the  underwriter  also  received  certain
      "piggyback" and demand registration rights.

4.    Software Development Costs

      Capitalization  of costs  associated  with internally  developed  software
      begins upon the determination by the Company of a product's  technological
      feasibility,  as  evidenced  by  a  working  model.  Capitalized  software
      development  costs are amortized  over related  sales on a per-unit  basis
      based on estimated  total sales,  with a minimum  amortization  based on a
      straight-line  method over three years.  Capitalized  software at February
      28, 1997 resulted  from the Lyriq  acquisition  and is net of  accumulated
      amortization of $535,500.

5.    Affiliation Rights

      Fees for  affiliation  rights were paid to USWeb for the right to join the
      USWeb network and operate as an affiliate in the territories noted in Note
      2. The fee is being  amortized over the 10 year life of the agreement with
      USWeb.  Affiliation  rights at February  28, 1997 were net of  accumulated
      amortization of $15,600.

6.    Use of Estimates

      The  preparation  of financial  statements  in conformity  with  generally
      accepted  accounting  principles requires management to make estimates and
      assumptions  that affect the reported amount of assets and liabilities and
      disclosures  of  contingent  assets  and  liabilities  at the  date of the
      financial  statements  and the  reported  amount of revenues  and expenses
      during the reporting period. Among the more significant estimates included
      in these  financial  statements  are the estimated  allowance for doubtful
      accounts  receivable,  reserves for returns and  exchanges and charges for
      purchased research and development. Actual results could differ from those
      estimates.

7.    Private Placement

      On December 12, 1996 the Company completed a private placement of 84 units
      each  consisting  of 80  shares  of Class A  Convertible  Preferred  Stock
      ("Preferred  Stock") and 50,000 Common Stock Purchase Warrants to purchase
      in the aggregate  4,200,000 shares of Common Stock at an exercise price of
      $4.00 per share.  Proceeds were approximately  $7,869,100,  net of related
      expenses.  The Preferred  Stock has a stated value of $1,250 per share and
      each share is convertible at any time after April 30, 1998 into such whole
      number of shares of Common  Stock equal to the  aggregate  stated value of
      the Preferred Stock to be converted  divided by the lesser of (i) $2.00 or
      (ii) 50% of the average  closing  sale price for the Common  Stock for the
      last ten trading days in the fiscal  quarter of the Company  prior to such
      conversion.  The Company must use the proceeds,  if any,  derived from the
      exercise  of the  Company's  currently  outstanding  public  Common  Stock
      Warrants,  which expire in October  1997,  or 50% of the proceeds from any
      other  equity  financing to redeem the  Preferred  Stock at 110% of stated
      value.  The Company  also has the option to redeem all, or any portion of,
      on a pro-rata  basis,  the Preferred  Stock at any time upon 30 days prior
      written notice, at a redemption price equal to 110% of the stated value.

                                       8
<PAGE>
      The Conversion Rate of the Convertible Preferred Stock (when calculated on
      the basis of dividing  the Stated  Value by $2.00 only) will be subject to
      adjustment to protect  against  dilution in the event of stock  dividends,
      stock splits, combinations, subdivision and reclassifications.

      In  a  1997  announcement,  the  staff  of  the  Securities  and  Exchange
      Commission ("SEC") indicated that when preferred stock is convertible at a
      discount  from the then current  common stock market  price,  the discount
      amount  reflects at that time an  incremental  yield,  e.g. a  "beneficial
      conversion  feature",  which  should  be  recognized  as a  return  to the
      preferred shareholders.  Based on the market price of the Company's common
      stock and the fair value of the warrants on the date of issuance the Class
      A  Preferred  Stock  had a  non  cash  beneficial  conversion  feature  of
      $13,390,000. The beneficial conversion feature is recognized solely in the
      calculation  of loss per common  share over a 17 month  period,  beginning
      with the issuance of the Preferred stock to April 30, 1998, the first date
      that conversion can occur. As a result,  the loss per common share for the
      three and nine  months  ended  February  28,  1997 have been  restated  to
      reflect an increase of ($0.12) as a result of the SEC announcement.

8.    Early Extinguishment of Debt

      As a result of agreements among the Company,  certain former employees and
      GKN Securities Corp., in January, 1997 the Company repaid $475,800 of it's
      long-term debt plus related accrued interest.

9.    Subsequent Events

      On April 3, 1997 the Company's  shareholders  approved (1) an amendment to
      the  Certificate of  Incorporation  increasing  the  authorized  number of
      shares of common stock to 50,000,000  from 30,000,000 and (2) an amendment
      to the  Company's  1994  Incentive  and Stock Option Plan  increasing  the
      number of shares of Common Stock  authorized for issuance upon exercise of
      the options granted pursuant to the plan to 2,500,000 from 1,500,000.

                                        9


<PAGE>
                                   SIGNATURES


         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                                ENTERACTIVE, INC.
                                                -----------------
                                                (Registrant)








Date : April 30, 1998                           /S/ Kenneth Gruber
                                                ----------------------------
                                                Kenneth Gruber
                                                Chief Financial Officer and
                                                Principal Accounting Officer