Netlive Communications, Inc.
Ticker: NETL 584 Broadway
Exchange: NASDAQ-Small Cap Market New York, New York 10012
Industry: High-Tech (212) 343-7082

Type of Shares:Common Shares Filing Date:5/20/96
U.S. Shares:950,000 Offer Date:8/12/96
Non-U.S. Shares:0 Filing Price:$5.50
Primary Shares:950,000 Offer Price:$5.50
Secondary Shares:0 Gross Spread:$0.55
Offering Amount: $5,225,000 Selling:$0.28
Expenses:$158,940 Reallowance:
Shares Out After:2,600,000

ManagerTierPhone
May Davis Group, Inc.Lead Manager

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
3/31/96 3/31/96
Revenue:$0.00Assets:$0.28
Net Income:$0.24Liabilities:$0.25
EPS:-$0.19Equity:$0.03

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
NetLive Communications, Inc. is a development stage company recently organized to provide live, one-on-one, videoconferenced entertainment, educational and counseling services over the Internet. The Company is developing and intends to utilize technologies that will allow customers to view and communicate with the Company's professionals and entertainment performers over the Internet in an interactive and user-friendly environment. It is intended that, at such time as the Company either develops or licenses technology from others, customers will be able to simultaneously view and speak with the Company's live professionals. The Company plans to bill its customers according to the length of time that they remain on-line. No assurance can be given as to when, if ever, such technology will be ready to be used commercially or that it will be commercially accepted. To date, other than the continued development of its technology and business plan and raising financing, the Company has not conducted any business nor generated any revenues or profits and no assurance can be given, that it will be able to do so in the future.

Use of Proceeds
The proceeds from the proposed offering will be used for expansion of operations, development of proposed business, capital expenditures and for working capital.

Last updated: 10/28/96

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