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 November 30, 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.)

               25 West 45th Street, Suite 306, New York, NY 10036
                    (Address of Principal Executive Offices)

                                 (212) 768-7100
                (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 December 22, 1997
                  --------------                    -----------------------
            Common Stock, $.01 Par Value              8,019,555


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 November 30, 1997
         and May 31, 1997                                                  3

         Consolidated Statements of Operations for the three months
         and six months ended November 30, 1997 and 1996                 4,5

         Consolidated Statements of Cash Flows for the six months
         ended November 30, 1997 and 1996                                  6

         Notes to Financial Statements                                     7


SIGNATURES                                                                10

<PAGE>
                        ENTERACTIVE INC. and Subsidiaries
                           Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                                                               November 30               May 31
                                                                                                   1997                   1997
ASSETS                                                                                          (unaudited)
                                                                                              -------------             ------------
Current Assets
<S>                                                                                            <C>                     <C>
      Cash and cash equivalents                                                                $  1,351,500            $  4,952,900
      Accounts receivable                                                                           232,200                 224,400
      Assets held for sale                                                                           19,900                 100,000
      Prepaid expenses and other                                                                    225,200                  93,800
                                                                                               ------------            ------------
         Total current assets                                                                     1,828,800               5,371,100

Affiliation Rights, net                                                                             562,500                 593,800
Property and equipment, net                                                                         505,500                 154,900
Other                                                                                               119,300                  61,500
                                                                                               ------------            ------------
                                                                                               $  3,016,100            $  6,181,300
                                                                                               ------------            ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
      Accounts payable                                                                         $    415,900            $    287,900
      Accrued restructuring expenses                                                                336,300                    --
      Accrued payroll and related expenses                                                           93,600                    --
      Other accrued expenses                                                                        424,400                 623,900
      Deferred revenue                                                                                 --                    69,500
      Current maturities of long-term debt                                                          104,700                  40,200
                                                                                               ------------            ------------
         Total current liabilities                                                                1,374,900               1,021,500

     Long-term debt                                                                                 104,300                    --
                                                                                               ------------            ------------
         Total liabilities                                                                        1,479,200               1,021,500


Commitments and contingencies

Stockholders' Equity
    Preferred Stock $.01 par value, 2,000,000 shares                                                    100                     100
    authorized and 6,720 shares issued and outstanding

    Common Stock $.01 par value, 50,000,000 shares authorized;
    8,019,555 and 7,679,441 shares issued and outstanding for                                        80,200                  76,800
    November 30, 1997 and May 31, 1997 respectively

    Additional paid-in capital                                                                   28,249,500              28,038,400

    Accumulated deficit                                                                         (26,792,900)            (22,955,500)
                                                                                               ------------            ------------
          Total stockholders' equity                                                              1,536,900               5,159,800

                                                                                               $  3,016,100            $  6,181,300
                                                                                               ------------            ------------
</TABLE>

See notes to consolidated financial statements

                                       3

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

                                                                                              For the Three Months Ended November 30
                                                                                                      1997              1996
                                                                                              --------------------------------------


<S>                                                                                               <C>                   <C>
Net product sales                                                                                 $      --             $   441,500
Internet services revenues                                                                            376,000                  --
Software licensing and royalty revenue                                                                 98,000               197,600
                                                                                                  -----------           -----------
       Total revenues                                                                                 474,000               639,100
Cost of product sales                                                                                    --                 219,900
Amortization of capitalized software                                                                     --                 107,100
Cost of Internet services revenues                                                                    319,300                  --
Cost of licensing and royalty revenue                                                                  22,200                 9,400
Research and development expenses                                                                     484,100               619,400
Marketing and selling expenses                                                                        953,500             1,109,300
General and administrative expenses                                                                   492,400               468,200
Restructuring expenses                                                                                427,700                  --
                                                                                                  -----------           -----------
       Total costs and expenses                                                                     2,699,200             2,533,300

Operating loss                                                                                     (2,225,200)           (1,894,200)
                                                                                                  -----------           -----------

Other income (expense):
      Interest expense                                                                                 (3,400)               (4,800)
      Other income                                                                                       --                   6,900
      Interest income                                                                                  25,400                26,400
                                                                                                                        -----------
            Loss before income taxes                                                               (2,203,200)           (1,865,700)

Income tax expense                                                                                       --                    --
                                                                                                  -----------           -----------

            Net loss                                                                              $(2,203,200)          $(1,865,700)
                                                                                                  ============          ===========

Preferred stock preferences (1997 restated - Note 6)                                               (2,608,700)                 --

Net loss to common shareholders (1997 restated - Note 6)                                          $(4,811,900)          $(1,865,700)
                                                                                                  ------------          -----------


Loss per common and common equivalent share (1997 restated - Note 6)                              $     (0.61)          $     (0.24)
                                                                                                  ===========           ===========
            Weighted average shares of common
                stock and common stock equivalents                                                  7,828,751             7,679,441
</TABLE>

See notes to consolidated financial statements

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

<TABLE>
<CAPTION>

                                                                      For the Six Months Ended November 30
                                                                            1997                  1996
                                                                      ----------------      --------------

<S>                                                                   <C>                    <C>        
Net product sales                                                     $      --              $   766,100
Product development revenue                                                  --                   40,700
Internet revenues                                                         518,300                   --
                                                                      -----------            -----------
Software licensing and royalty revenue                                    132,400                375,300
                                                                      -----------            -----------
       Total revenues                                                     650,700              1,182,100

Cost of product sales                                                        --                  348,900
Amortization of capitalized software                                         --                  214,200
Cost of internet revenues                                                 418,800                   --
                                                                      -----------            -----------
Cost of licensing and royalty revenue                                      22,200                 37,000
Research and development expenses                                         883,600              1,440,200
Marketing and selling expenses                                          1,752,500              1,805,800
General and administrative expenses                                     1,058,800                907,500
Restructuring expenses                                                    427,700                   --
                                                                      -----------            -----------

       Total costs and expenses                                         4,563,600              4,753,600

Operating loss                                                         (3,912,900)            (3,571,500)
                                                                      -----------            -----------

Other income (expense):
      Interest expense                                                     (3,400)               (22,200)
      Other income (expense)                                                 --                   83,400
      Interest income                                                      78,900                  6,900
                                                                      -----------            -----------

Net loss                                                              $(3,837,400)           $(3,503,400)
                                                                      -----------            -----------

Preferred stock preferences (1997 restated - Note 6)                   (4,560,800)                  --


                                                                      -----------            -----------
Net loss to common shareholders (1997 restated - Note 6)              $(8,398,200)           $(3,503,400)


Loss per common and common equivalent share(1997 restated -Note 6)    $     (1.08)           $     (0.46)
                                                                      -----------            -----------

            Weighted average shares of common
                stock and common stock equivalents                      7,754,096              7,679,441
</TABLE>


See notes to consolidated financial statements

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

<TABLE>
<CAPTION>

                                                                                                     Six Months Ended November 30
                                                                                                     1997                    1996
                                                                                                     -------------------------------
                                                                                                     (unaudited)        (unaudited)
Cash flows from Operating Activities
<S>                                                                                                <C>                  <C>         
Net Loss                                                                                           $(3,837,400)         $(3,503,400)
Adjustments to reconcile net loss to net cash used in operating activities
     Depreciation and amortization                                                                     109,400              297,600
     Stock Option Consulting expense                                                                      --                237,500
Changes in assets and liabilities
     Accounts receivable                                                                                (7,800)            (499,000)
     Assets held for sale                                                                               80,100                 --
     Inventories                                                                                          --               (156,300)
     Prepaid expenses and other                                                                       (131,400)            (232,100)
     Other assets                                                                                      (57,800)                --
     Accounts payable                                                                                  128,000              (61,600)
     Accrued expenses                                                                                  230,400             (739,400)
     Deferred revenue                                                                                  (69,500)                --
                                                                                                   -----------          -----------
           Net cash used in operating activities                                                    (3,556,100)          (4,656,700)

Cash flows from investing activities
      Purchases of property and equipment                                                             (428,700)             (33,700)
                                                                                                  -------------         -----------
           Net cash (used in) provided by investing activities                                        (428,700)             (33,700)

Cash flows from financing activities
       Proceeds from exercise of stock options                                                         214,500               73,800
       Proceeds from sale and leaseback of equipment                                                   168,800                 --
       Principal payments under long-term debt                                                            --               (110,400)

                                                                                                 -------------          -----------
            Net cash provided by financing activities                                                  383,400              (36,600)
                                                                                                 -------------          -----------
            Net decrease in cash and cash equivalents                                               (3,601,400)          (4,727,000)

Cash and cash equivalents
      Beginning of period                                                                            4,952,900            6,005,400
                                                                                                 -------------          -----------
      End of period                                                                                $ 1,351,500          $ 1,278,400
                                                                                                 =============          ===========
</TABLE>

See notes to consolidated financial statements

                                       6

<PAGE>
                                ENTERACTIVE, INC.
              Notes to Condensed Consolidated Financial Statements
                                   (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 November 30, 1997, and the results of its operations and its cash flows
      for the six month and three month periods ended November 30, 1997. 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, 1997 Annual  Report on Form  10-KSB.  The results for
      the  six  month  period  ended  November  30,  1997  are  not  necessarily
      indicative of the results to be obtained for the full year.

2.    Business

      Headquartered  in New York, New York,  Enteractive,  Inc. (the  "Company")
      offers  products and services to  customers  for the design,  development,
      operation and  maintenance of customer  Intranets or sites on the Internet
      and World Wide Web and publishes multimedia titles to the home.The Company
      sold its domestic  distribution  rights,  inventory  and certain  accounts
      receivable from its interactive  multimedia publishing business to a third
      party. The Company's address is 25 West 45th Street,  Suite 306, New York,
      New York 10036 and its telephone number is (212) 768-7100.  Its World Wide
      Web site address is http://www.crstone.com.

      Throughout the first half of fiscal 1997 the Company was primarily engaged
      in the  development,  publishing  and marketing of multimedia  interactive
      software  with an  emphasis  on the  CD-ROM  platform.  As a  result  of a
      rigorous  review of the CD-ROM market,  the Company's  performance and the
      related risks of continuing to develop and market  interactive  multimedia
      titles, the Company concluded that it could capitalize on what the Company
      believes to be a vibrant  market and upon its expertise in  development by
      redirecting  its business to provide  network and  web-related  solutions,
      products and services to businesses and other entities.

      The  Company,  directly or in  cooperation  with third  parties,  designs,
      develops, installs, maintains and hosts customer Intranets or sites on the
      Internet  and  World  Wide Web.  According  to an  August  1996  report by
      Forrester  Research  the  number  of Web sites is  projected  to grow from
      43,000  at the end of 1996 to  657,000  at the end of 2000.  In  addition,
      businesses  are  demanding  more complex Web sites,  as these sites become
      increasingly   important   first   points  of  contact  with  current  and
      prospective customers.  Accordingly, the Company believes that a company's
      web site is  becoming  a  mission-critical  component  of the  enterprise.
      Companies  are also  increasingly  deploying  Intranets  to  manage  their
      internal  corporate  communications  because  they  enable  employees  and
      business   associates  to  receive  corporate   information  and  training
      efficiently, communicate through e-mail, use the internal network's client
      applications and access proprietary information and legacy databases.

      On  December  4,  1996,  the  Company   entered  into  an  agreement  (the
      "Enteractive  Affiliates  Agreement")  with  USWeb  Corporation  ("USWeb")
      pursuant to which the Company became an affiliate of USWeb and a member of
      USWeb's network of independent affiliates (the "USWeb Network"). Under the
      Affiliates  Agreement,  the Company paid $625,000 for the right to operate
      USWeb  affiliate  offices in certain  localities  for 10 years as provided
      below. USWeb is a public company whose principal  investors include Intel,
      Softbank Corporation,  which owns Comdex and Ziff-Davis  Publishing,  21st
      Century  Communications  Partners L.P., Wheatly Partners L.P. and Reuters.
      USWeb is seeking to capitalize on the service  opportunities  presented by
      the increasing use of the Internet and Intranets as commercial  tools. The
      Company has formed a subsidiary, Enteractive Network Solutions Inc., doing
      business as 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.  The Company is obligated to pay USWeb monthly
      royalty  and  service  and  marketing  and  advertising  fees equal in the
      aggregate to 7% of Adjusted Gross Revenues from this business,  as defined
      in the agreement, but not less than certain contractual fee levels.

      The Company was granted  exclusive  rights to develop new USWeb  Affiliate
      offices in Long Island (Nassau-Suffolk County),  Philadelphia,  Baltimore,
      Stamford,   CT,  and  Bergen  County  and  Newark,  NJ.  The  Company  has
      established a USWeb  Affiliate  office in New York City and in each of the
      above territories. The exclusive rights granted to the Company are subject
      to  certain  minimum  performance  standards  set forth in the  Affiliates
      Agreement.  If the  Company  is unable to meet these  minimum  performance
      standards, its exclusive rights may be terminated.

                                       7
<PAGE>
                                ENTERACTIVE, INC.
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

      By November 30, 1997 the Company, with the approval of USWeb, decided that
      it could more cost effectively  service the territories  covered under the
      franchise  agreement  with USWeb by closing  offices in New  Jersey,  Long
      Island,  NY  Philadelphia,  PA and  Stamford CT and operate  from  offices
      located  in New York  City  and  Baltimore,  Maryland.  The  statement  of
      operations  for the three month  period ended  November 30, 1997  reflects
      expenses totaling $427,700 to reflect the Company's  estimated losses from
      subleasing   the  closed  offices  and  the  severance   associated   with
      eliminating positions deemed unnecessary by management.

3.    Affiliate 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  indicated in
      note 2. The fee is being  amortized over the 10 year life of the agreement
      with USWeb.  Affiliate rights at November 30, 1997 were net of accumulated
      amortization of $62,500.

4.    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.  Actual  results  could  differ  from those
      estimates.

5.    Warrant Exchanges

      On September  16, 1997,  the Company  offered to exchange  (the  "Exchange
      Offer") twenty of its publicly-traded  Common Stock Purchase Warrants (the
      "Warrants") expiring October 20, 1997 for one share of newly-issued Common
      Stock,  $.01 par value.  On  September  16,  1997,  there  were  5,121,468
      Warrants outstanding.  The purpose of the Exchange Offer was to (i) reduce
      the overhang to the market for the  Company's  Common Stock and (ii) offer
      Warrant   holders  the   opportunity  to  participate  in  any  long  term
      appreciation of the Company's securities, since absent the Exchange Offer,
      it is likely that the Warrants have would expired  unexercised  on October
      20, 1997. On October 14, 1997 the company  issued 248,864 shares of common
      stock,  $.01 par  value in  exchange  of  4,977,280  warrants  which  were
      exchanged as part of the Exchange  Offer.  The balance of the  outstanding
      Warrants expired unexercised.

      On  November  19, 1997 the  Company  offered to the  holders of  4,200,000
      common  stock  purchase  warrants to issue one share of its par value $.01
      common stock for 2.8 warrants.  The exchange  offer is  conditioned on all
      holders of the  warrants  agreeing to the  exchange and expires on January
      20, 1998, unless extended.  The warrants subject to the offer entitled the
      registered  holder to  purchase  through  December  13,  2001 one share of
      common  stock at $4.00 per share.  As a condition  to closing the exchange
      offer,  the  Company is  seeking  the  consent  of all the  holders of its
      Convertible Preferred Stock to (1) delay the date when the Preferred Stock
      can first be  converted  into  Common  Stock from April 30, 1998 until any
      time after June 30,  1999 and (2)  modify the  redemption  feature so that
      one-third,  rather than 50%, of the net  proceeds  from any public  equity
      offering  consummated by the Company prior to January 1, 2000 will be used
      to redeem the outstanding  Preferred Stock and if the closing price of the
      Company's common Stock is at least $6.00 for 10 trading days in any 30 day
      period,  the Company will use its best efforts to complete an underwritten
      offering of its Common Stock.  All holders of Preferred  Stock who approve
      the delay in the conversion date will receive a special  monthly  interest
      payment equal to 12% per annum of the stated value of the Preferred  Stock
      ($1,250 per share) for the period commencing April 30, 1998 and ending the
      earlier of (1) June 30,  1999 or (2) the  redemption  date,  if any of the
      Preferred  Stock.  Such payment may be made,  at the  Company's  option in
      either  cash or  additional  shares of its Common  Stock or a  combination
      thereof.  Such  payments  will  be made at the  later  of (1) the  time it
      redeems the Preferred Stock, or (2) July 10, 1999 (if the Company does not
      redeem the Preferred Stock on or before June 30, 1999)

6.    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 of $531,000. The Preferred Stock has a stated value of $1,250 per
      share and each share is convertible at any

                                       8
<PAGE>
                                ENTERACTIVE, INC.
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

      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 50% of the  proceeds  from any equity  financing,  to
      redeem the Preferred  Stock at 110% of stated value.  The Company also has
      the  option to  redeem  all,  or any  portion  on a pro rata  basis of the
      Preferred  Stock at any  time  upon 30 days  prior  written  notice,  at a
      redemption price equal to 110% of the stated value. 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 has been
      restated  to reflect an  increase of ($0.33) and ($0.59) for the three and
      six months ended November 30, 1997.

                                       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