================================================================================
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB

(Mark One)

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

     For the quarterly period ended March 31, 1998

                                       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 000-21909

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


           Nevada                                                86-0779928
(State or other jurisdiction of                                (IRS Employer
incorporation or organization)                               Identification No.)

                 1839 West Drake, Suite B, Tempe, Arizona 85283
                    (Address of principal executive offices)

                                  602-491-0500
              (Registrant's telephone number, including area code)

              (Former name, former address and former fiscal year,
                          if changed since last report)

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. [X] Yes [ ] No

As of March 11,  1998,  the  number of  outstanding  shares of the  Registrant's
Common Stock was 3,200,000.

================================================================================
<PAGE>

                                      INDEX
                                                                            Page
                                                                            ----
PART I. FINANCIAL INFORMATION

      Item 1. Financial Statements (Unaudited)

              Balance Sheet as of March 31, 1998 ............................ 3

              Statements of Operations for the three month
              periods ended March 31, 1998 and 1997 ......................... 4

              Statements of Cash Flows for the three month periods
               ended March 31, 1998 and 1997 ................................ 5

              Notes to Financial Statements.................................. 6

      Item 2. Management's Discussion and Analysis of Financial Condition
              and Results of Operations...................................... 8

PART II. OTHER INFORMATION

      Item 2. Changes in Securities and Use of Proceeds .....................12

      Item 6. Exhibits and Reports on Form 8-K...............................12




                                       2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                      PIRANHA INTERACTIVE PUBLISHING, INC.
                                  BALANCE SHEET
                                 MARCH 31, 1998
                                   (UNAUDITED)

                                     ASSETS
Current assets:
  Cash and cash equivalents                                         $ 1,983,149
  Accounts receivable, net of allowance for returns
    of $37,097 and doubtful accounts of $5,000                          187,299
  Inventories                                                           246,949
  Prepaid royalties                                                     380,310
  Other prepaid expenses                                                 79,897
                                                                    -----------
Total current assets                                                  2,877,604

Property and equipment, net                                             105,425
Other assets                                                              4,347
                                                                    -----------
Total assets                                                        $ 2,987,376
                                                                    ===========
                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                  $   207,948
  Payroll related accruals                                               30,621
  Other accrued liabilities                                              20,015
                                                                    -----------
Total current liabilities                                               258,584

Notes payable - officers                                                 41,213
Other liabilities                                                         7,518
                                                                    -----------
Total liabilities                                                       307,315

Stockholders' equity:
  Preferred stock, $.001 par value; 5,000,000 shares
    authorized; no shares issued and outstanding Common
    stock, $.001 par value; 20,000,000 shares authorized;
    3,200,000 shares issued and outstanding                               3,200
  Additional paid-in capital                                          5,901,339
  Accumulated deficit                                                (3,224,478)
                                                                    -----------
Total stockholders' equity                                            2,680,061
                                                                    -----------

Total liabilities and stockholders' equity                          $ 2,987,376
                                                                    ===========

   The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>
                      PIRANHA INTERACTIVE PUBLISHING, INC.
                            STATEMENTS OF OPERATIONS
            FOR THE THREE MONTH PERIODS ENDED MARCH 31, 1998 AND 1997
                                   (UNAUDITED)


                                                      Three Months Ended
                                                            March 31,
                                                  ----------------------------
                                                     1998               1997
                                                     ----               ----
Net sales                                         $  204,520         $  57,708
Cost of goods sold                                   104,479            28,096
                                                  ----------         --------- 
Gross profit                                         100,041            29,612

Selling, general and
 administrative expenses                             765,112           334,069
                                                  ----------         --------- 
Loss from operations                                (665,071)         (304,457)

Other income (expense):
  Interest income                                     31,413                --
  Interest expense                                    (1,006)         (111,846)
                                                  ----------         --------- 
                                                      30,407          (111,846)

Net loss                                          $ (634,664)        $(416,303)
                                                  ==========         =========
Net loss per common share                         $    (0.32)        $   (1.11)
                                                  ==========         =========
Shares used in computing
 net loss per common share                         1,975,000           375,000
                                                  ==========         =========



   The accompanying notes are an integral part of these financial statements.



                                       4
<PAGE>
                      PIRANHA INTERACTIVE PUBLISHING, INC.
                             STATEMENT OF CASH FLOWS
            FOR THE THREE MONTH PERIODS ENDED MARCH 31, 1998 AND 1997
                                   (UNAUDITED)



                                                         Three Months Ended
                                                              March 31,
                                                      ------------------------
                                                          1998          1997
                                                          ----          ----
Cash flows from operating activities:
Net loss                                              $ (634,664)    $(416,303)
Adjustments to reconcile net loss to net cash
 used in operating activities:
  Depreciation                                             8,311         5,532
  Amortization                                                53        69,328
  Interest on notes payable - officers                     1,006           911
  Reserve for obsolescence                               (14,703)        2,023
Net changes in current assets and liabilities:
  Accounts receivable                                   (150,399)      (11,952)
  Inventory                                              (92,238)      (32,967)
  Prepaid expenses                                       (99,587)      (32,388)
  Accounts payable                                        48,906       222,628
  Accrued liabilities                                     (1,985)       56,927
  Other liabilities                                         (950)         (652)
                                                      ----------     ---------
    Net cash used in operating activities               (936,250)     (136,913)
                                                      ----------     ---------
Cash flow used in investing activities:
  Purchase of property and equipment                     (14,353)      (10,748)
                                                      ----------     ---------
    Net cash used in investing activities                (14,353)      (10,748)
                                                      ----------     ---------
Cash flows from financing activities:
  Payments related to initial public offering                 --       (83,705)
                                                      ----------     ---------
    Net cash used in financing activities                     --       (83,705)
                                                      ----------     ---------
Net decrease in cash and cash equivalents               (950,603)     (231,366)
Cash and cash equivalents, beginning of period         2,933,752       246,732
                                                      ----------     ---------
Cash and cash equivalents, end of period              $1,983,149     $  15,366
                                                      ==========     =========




   The accompanying notes are an integral part of these financial statements.


                                       5
<PAGE>
                      PIRANHA INTERACTIVE PUBLISHING, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (UNAUDITED)

BASIS OF PRESENTATION

Interim Financial Information

The unaudited interim financial  statements of Piranha  Interactive  Publishing,
Inc., a Nevada Corporation (the "Company"), include all adjustments,  consisting
of only normal recurring  adjustments  which, in the opinion of management,  are
necessary for their fair presentation. The results of operations for the interim
periods are not  necessarily  indicative of the  operating  results for the full
year.  These  financial  statements  have been prepared in  accordance  with the
instructions to Form 10-QSB and do not contain certain  information  required by
generally  accepted  accounting  principles.  These statements should be read in
conjunction  with the financial  statements and notes thereto for the year ended
December  31,  1997  included  in the  Company's  Form  10-KSB  on file with the
Securities and Exchange Commission.

LOSS PER SHARE DISCLOSURES

Basic  loss per  share is  computed  by  dividing  income  available  to  common
stockholders by the weighted average number of common shares outstanding for the
period.  Diluted  loss per  share is  computed  giving  effect  to all  dilutive
potential  common  shares  that were  outstanding  during the  period.  Dilutive
potential  common shares consist of the incremental  common shares issuable upon
exercise of stock options, warrants and the unit purchase option.

A  reconciliation  of the numerator and  denominator  of basic loss per share is
provided as follows:

                                                         1998           1997
                                                         ----           ----
Numerator - Basic and Diluted loss per share:
  Net loss                                           $  (634,664)   $  (416,303)
                                                     ===========    ===========
Denominator - Basic and Diluted loss per share:
  Weighted average common shares outstanding           3,200,000      1,600,000
  Less shares of common stock in escrow               (1,225,000)    (1,225,000)
                                                     -----------    -----------
                                                       1,975,000        375,000
                                                     -----------    -----------
Basic and Diluted loss per share                     $     (0.32)   $     (1.11)
                                                     ===========    ===========

Outstanding  warrants,   unit  purchase  options,  and  stock  options  totaling
2,712,800  in 1998 and 766,000 in 1997 are not included in the  computations  of
diluted loss per share as their effect would be antidilutive.  As the conditions
for release of the escrow shares have not been met nor will they be met upon the
mere  passage  of time,  the escrow  shares  have been  considered  contingently
issuable and,  accordingly,  have been excluded from the weighted average number
of common shares  outstanding used for the calculation of the basic and dilutive
net loss per share.

                                       6
<PAGE>

MANAGEMENT'S PLANS

On September 23, 1997,  the Company was  successful  in  completing  its initial
public offering of 1,600,000 units, each consisting of one share of common stock
and one Class A warrant,  at a price to the  public of $5.00 per unit;  however,
the Company  continues to experience  difficulty in generating  sufficient  cash
flows from its operations.  As a result of its working capital  deficiency prior
to the offering,  the Company's net sales for 1997 were  materially  hampered by
its  inability to acquire,  launch and market new products.  Management  expects
cash flows to improve and to continue  operations  through sales,  marketing and
distribution of eight software titles it has licensed since the public offering,
one title licensed prior to the public offering but not yet released,  and other
titles it is currently pursuing.

RECENT ACCOUNTING PRONOUNCEMENTS

The  Company  adopted  the  provisions  of  Statement  of  Financial  Accounting
Standards  ("SFAS")  No. 130,  "Reporting  Comprehensive  Income" in the quarter
ended  March 31,  1998.  SFAS No.  130  requires  the  Company  to report in its
financial statements, in addition to its net income (loss), comprehensive income
(loss),  which  includes all changes in equity during the period from  non-owner
sources  including,  as applicable,  foreign  currency  items,  minimum  pension
liability  adjustments and unrealized gains and losses on certain investments in
debt and equity securities.  During the quarter ended March 31, 1998, such items
were not significant,  and the Company's comprehensive loss approximated its net
loss.



                                       7
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

THE  STATEMENTS  CONTAINED  IN THIS  REPORT THAT ARE NOT PURELY  HISTORICAL  ARE
"FORWARD LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES
ACT OF 1933 AND SECTION 21E OF THE  SECURITIES  EXCHANGE ACT OF 1934,  INCLUDING
STATEMENTS REGARDING THE COMPANY'S EXPECTATIONS,  HOPES, BELIEFS,  INTENTIONS OR
STRATEGIES REGARDING THE FUTURE GENERALLY, THE COMPANY'S GROWTH STRATEGY, FUTURE
SALES AND  ANTICIPATED  TRENDS IN THE COMPANY'S  BUSINESS.  ALL FORWARD  LOOKING
STATEMENTS  INCLUDED  IN THIS  DOCUMENT  ARE BASED ON  INFORMATION  KNOWN TO THE
COMPANY ON THE DATE HEREOF,  AND THE COMPANY ASSUMES NO OBLIGATION TO UPDATE ANY
SUCH FORWARD  LOOKING  STATEMENT.  IT IS  IMPORTANT TO NOTE THAT ACTUAL  RESULTS
COULD  DIFFER  MATERIALLY  FROM THOSE IN SUCH  FORWARD-LOOKING  STATEMENTS  AS A
RESULT OF A NUMBER OF FACTORS,  INCLUDING,  BUT NOT  LIMITED  TO, THE  COMPANY'S
EARLY  STAGE OF  DEVELOPMENT,  INTENSE  COMPETITION  IN  VARIOUS  ASPECTS OF ITS
BUSINESS,  THE SEASONAL  NATURE OF ITS BUSINESS,  ITS  DEPENDENCE ON THIRD PARTY
AUTHORS  AND KEY  PERSONNEL,  THE RISING  COST OF  ACQUIRING  A TITLE  WHICH CAN
SUCCESSFULLY COMPETE IN AN INCREASINGLY COMPETITIVE RECREATIONAL SOFTWARE MARKET
AND THE RISKS ASSOCIATED WITH BRINGING ITS SOFTWARE TITLES TO MARKET,  INCLUDING
BUT NOT LIMITED TO, THE  DIFFICULTY OF ACCURATELY  FORECASTING  FUTURE  CONSUMER
PREFERENCES,  FINDING  REASONABLY  PRICED  AVAILABLE TITLES TO MEET THE FORECAST
PREFERENCES  AND  PUBLISHING  THOSE  TITLES IN A TIMELY  MANNER IN ORDER TO TAKE
ADVANTAGE OF THE ANTICIPATED MARKET. ADDITIONAL FACTORS WHICH COULD CAUSE ACTUAL
RESULTS  TO  DIFFER  MATERIALLY  FROM  THOSE IN THE  COMPANY'S  FORWARD  LOOKING
STATEMENTS ARE DESCRIBED IN THE COMPANY'S DOCUMENTS FILED FROM TIME TO TIME WITH
THE U.S. SECURITIES AND EXCHANGE  COMMISSION.  IN LIGHT OF THESE AND OTHER RISKS
AND  UNCERTAINTIES,   THERE  CAN  BE  NO  ASSURANCE  THAT  THE  FORWARD  LOOKING
INFORMATION  CONTAINED IN THIS  DOCUMENT  WILL IN FACT  TRANSPIRE OR PROVE TO BE
ACCURATE.  READERS SHOULD REVIEW THE INFORMATION SET FORTH HEREIN IN THE CONTEXT
OF THE OTHER INFORMATION,  INCLUDING, BUT NOT LIMITED TO, INFORMATION IDENTIFIED
AS  "RISK  FACTORS"  AND  THE  COMPANY'S  FINANCIAL  INFORMATION  MADE  PUBLICLY
AVAILABLE BY THE COMPANY IN THE COMPANY'S  REGISTRATION  STATEMENT ON FORM SB-2,
AS WELL AS THE  INFORMATION  CONTAINED IN THE COMPANY'S  REPORTS ON FORM 10-QSB,
8-KSB, 10-KSB, AND OTHER REPORTS PUBLICLY FILED FROM TIME TO TIME BY THE COMPANY
WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.

OVERVIEW

The Company  publishes  interactive  multimedia  software  products for the home
personal computer ("PC") market with an emphasis on "edutainment"  titles, which
combine entertainment and educational content, as well as games and other titles
which it  determines  to have  market  potential.  The  Company  was  founded in
November  1994  and  has  published  titles  in  several  categories,  including
entertainment,  early childhood education,  reference and personal productivity.
The Company's  management team has worked closely  together for the past four to
seven years and all have prior software publishing experience.  During its first
year of  operations,  the  Company's  primary  focus was  devoted to  developing
infrastructure  and obtaining titles for  publication.  The Company's first four
titles were  published in the fall of 1995.  Thereafter,  the Company  published
only one  title in 1996 as a result of its  working  capital  deficiency  during
1996, which continued through the closing date of its initial public offering on
September  23, 1997.  This  deficiency  prevented  the Company  from  acquiring,
launching  and marketing  new products in time to realize  significant  sales in
1997 as well as the first quarter of 1998.  Consequently,  the Company  believes
that the  comparisons  below in "Results of Operations" may not be meaningful or
representative of future results.

                                       8
<PAGE>

On September  23,  1997,  the Company  completed a public  offering of 1,600,000
units, each consisting of one share of common stock and one Class A warrant,  at
a price to the public of $5.00 per unit. The net proceeds of the offering to the
Company, after deducting all associated costs, were approximately $6,400,000.

The home  education  and  entertainment  software  business is highly  seasonal.
Typically,  revenues are highest during the third and fourth  calendar  quarters
(which  includes  the  holiday  buying  season),  decline in the first  calendar
quarter and are lowest in the second calendar quarter.  This seasonal pattern is
due  primarily to the  increased  demand for home  education  and  entertainment
software titles during the year-end holiday buying season.

To date in 1998,  the Company has released  four  educational  software  titles,
including the sequel to the popular REDSHIFT  astronomy series,  all in the last
month of the first quarter.  The Company also executed two license agreements in
the first  quarter,  one for the strategy  game title,  EXTREME  TACTICS and the
other for the adventure game title,  MORPHEUS,  which are planned for release in
the second quarter and second half of 1998,  respectively.  The 3-D action game,
DEAD  RECKONING,  will also be  launched  in the second half of 1998 in order to
strategically  market  that title for the 1998  fourth  quarter  holiday  buying
season.

For the three month period ended March 31, 1998,  three  distributors  comprised
approximately  25%, 24% and 17%,  respectively,  of the Company's net sales. The
Company currently has a distribution  agreement with a fourth  distributor which
permits the distributor to delay payment until the product is sold by its retail
customers.  Consequently,  the Company's  revenue  recognition for such sales is
deferred  until  receipt  of  payment  from the  distributor.  If the  Company's
shipments  to such  distributor  had been  recognized  as revenue by the Company
during  the  three  month  period  ended  March  31,  1998,  net  sales  to such
distributor  would  have  represented  49% of the  Company's  net  sales for the
period.

RESULTS OF OPERATIONS

COMPARISON OF THREE MONTH PERIODS ENDED MARCH 31, 1998 AND 1997

NET SALES

The  Company's  net sales for the three month  period  ended March 31, 1998 were
$204,520 which  represents a $146,812 or 254% increase from the comparable  1997
period.  Net sales for 1997 were  adversely  affected by the  Company's  working
capital deficiency. This deficiency, which continued through September 23, 1997,
the date of the Company's  initial public  offering,  prevented the Company from
acquiring,  launching and marketing new products in time to realize  significant
sales in the first quarter of 1998.

GROSS PROFIT

The Company experienced a gross profit of $100,041 during the three month period
ended March 31, 1998 as compared to $29,612  during the three month period ended
March 31, 1997.  Cost of goods sold  increased  from 49% of net sales during the
three  month  period  ended  March  31,  1997  to 51% of net  sales  during  the
corresponding 1998 period.

During the three month period ended March 31, 1998, the Company  liquidated much
of its older inventory at reduced  prices,  resulting in lower gross profits for
the period. The Company anticipates  improved gross profits in the future due to
higher sales volumes of new and future titles.

                                       9
<PAGE>
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses increased to approximately $765,000
during the three month period ended March 31, 1998,  compared with approximately
$334,000  during the  corresponding  1997 period.  The  increase  was  primarily
attributable to the hiring of additional  personnel subsequent to March 31, 1997
and the Company's  expanded marketing efforts related to new and future products
during  the  three   months  ended  March  31,   1998.   Selling,   general  and
administrative  expenses decreased from 579% of net sales during the three month
period  ended March 31, 1997 to 374% of net sales  during the three months ended
March 31, 1998.  Management expects that such expenses will continue to decrease
as a  percentage  of net sales as the  Company's  revenues  from  product  sales
increase;  however,  the Company  cannot  predict when such increase in revenues
will occur, if ever.

INTEREST EXPENSE

Interest expense decreased to approximately $1,000 during the three month period
ended  March  31,  1998,   compared  to   approximately   $112,000   during  the
corresponding  1997 period.  Interest  expense in the 1997 period was  primarily
amortization  expense  associated  with  deferred  financing  costs and interest
expense related to the bridge notes issued in the fourth quarter of 1996.  These
notes were repaid in September of 1997 out of proceeds  from the initial  public
offering.

NET LOSS

Due primarily to the Company's  inability to generate sufficient sales to offset
selling, general and administrative expenses, the Company had a net loss for the
three month  period  ended March 31,  1998 of  $(634,664)  or $(0.32) per share,
compared  to a net loss of  $(416,303)  or $(1.11) per share for the three month
period ended March 31, 1997.

FINANCIAL CONDITION

The Company's  primary  source of liquidity  during 1997 was cash generated from
the issuance of various  notes  payable and the sale of securities in connection
with the Company's initial public offering.

The Company's cash and cash equivalent  balance totaling  $1,983,149 as of March
31,  1998,  is invested  primarily in an  investment  grade money market fund in
order to fund immediate cash needs.

The Company's  long-term debt consists primarily of notes payable to officers in
the aggregate  amount of $41,213,  including  interest,  which are due August 1,
1999.

The Company's  expenditures have continued to substantially exceed its revenues.
The Company's cash used in operating  activities  was $936,250  during the three
month  period  ended March 31,  1998,  while  revenues  for the same period were
$204,520.  The Company anticipates that its actual expenditures will continue to
increase in the aggregate as it attempts to expand its business by acquiring new
products and increasing sales and marketing  efforts and other  operations.  The
Company  expects to  continue to incur  losses  until such time as it is able to
sell a  sufficient  volume of  products at prices that  provide  adequate  gross
profit to cover operating costs. The Company's working capital requirements will
depend upon numerous factors, including payment cycles for its shipped products,
credit  arrangements  with  suppliers,  the scale-up of its sales and  marketing
resources,  acquisition  of new products and the terms upon which such  products
are acquired,  competitive  factors  including  costs  associated with obtaining
adequate levels of retail shelf space, and marketing activities.

                                       10
<PAGE>
Generally,  the  Company  is  obligated  to pay its  vendors  within  30 days of
shipment,  although  the  Company's  customers'  payment  cycles  are often much
longer,  generally from between 90 to 120 days. Previously,  this discrepancy in
payment  cycles has  resulted in  inconsistent  cash flows and  reduced  working
capital for the Company, which condition may recur in the future.

The Company does not currently  have a credit  facility or other  commitment for
additional financing. The Company may require additional financing in the future
to further expand its product offerings, to make strategic  acquisitions,  or in
the event the Company  does not realize  anticipated  revenues.  There can be no
assurance  that  such  additional  financing  will be  available,  or  that,  if
available,  such financing will be obtainable on terms  favorable to the Company
or its stockholders.

The  Company  adopted  the  provisions  of  Statement  of  Financial  Accounting
Standards  ("SFAS")  No. 130,  "Reporting  Comprehensive  Income" in the quarter
ended  March 31,  1998.  SFAS No.  130  requires  the  Company  to report in its
financial statements, in addition to its net income (loss), comprehensive income
(loss),  which  includes all changes in equity during the period from  non-owner
sources  including,  as applicable,  foreign  currency  items,  minimum  pension
liability  adjustments and unrealized gains and losses on certain investments in
debt and equity securities.  During the quarter ended March 31, 1998, such items
were not significant,  and the Company's comprehensive loss approximated its net
loss.

                                       11
<PAGE>

                          PART II -- OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

On September 18, 1997, the Company's  Registration  Statement on Form SB-2 (File
No. 333-18605) (the "Form SB-2"), was declared effective by the U.S.  Securities
and  Exchange  Commission.  The Form SB-2 was  prepared  in  connection  with an
initial public  offering by the Company of 1,600,000  units,  each consisting of
one share of common stock and one Class A Warrant.  The units and the components
thereof  were each  separately  tradable  upon  issuance.  Each  Class A Warrant
entitles  the holder to purchase one share of the  Company's  Common Stock at an
exercise price of $6.50 at any time prior to September 18, 2002. The offering of
units  pursuant to the Form SB-2  commenced on September 18, 1997 and terminated
September 23, 1997,  the date on which all of the units were sold.  The offering
was  underwritten  by D.H. Blair  Investment  Banking Corp. on a firm commitment
basis.  The units were  offered  to the public at a price of $5.00 per unit,  or
$8,000,000 in the aggregate for all 1,600,000  units offered,  all of which were
sold as of the date the offering terminated.

The  Company's  actual  expenses  incurred in  connection  with the issuance and
distribution  of  the  units  registered  pursuant  to  the  Form  SB-2  equaled
approximately $1,600,000 in the aggregate, which consisted of the following: (i)
$760,000 in aggregate underwriting  discounts and commissions,  (ii) $240,000 in
expenses paid to or for the  underwriter  and (iii) $600,000 in other  expenses.
None of the $600,000 in other expenses  consisted of direct or indirect payments
to the Company's  officers,  directors,  holders of at least 10% of any class of
the  Company's   outstanding   securities  or  other  affiliates   (collectively
"Affiliates").

After deducting the foregoing  expenses,  the offering resulted in approximately
$6,400,000 in net proceeds to the Company.  Since the offering, the Company used
approximately  $2,245,000 of the net proceeds for the repayment of indebtedness,
approximately  $400,000 toward acquisition of software  programs,  approximately
$580,000  toward  marketing and sales and  approximately  $1,100,000 for working
capital.  Approximately  $60,000 was paid to  affiliates  for payment of accrued
salaries. The preceding discussion of the Company's use of net proceeds reflects
reasonable  estimates  of amounts  paid by the  Company.  The  Company's  use of
proceeds from the offering,  as described herein,  does not represent a material
change from that described in the prospectus included in the Form SB-2.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a) Exhibits.

               Exhibit
               Number      Description
               ------      -----------
               27.1 -- Financial Data Schedule

         (b)   Reports on Form 8-K.

               None.
                                       12
<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.

                                     PIRANHA INTERACTIVE PUBLISHING, INC.


Date:   May 14, 1998                 /s/  Timothy M. Brannan
     -----------------------         -------------------------------------------
                                     Timothy M. Brannan, Chief Executive Officer


Date:   May 14, 1998                 /s/  Keith P. Higginson
     -----------------------         -------------------------------------------
                                     Keith P. Higginson, Chief Financial Officer




                                       13