RECOVERY NETWORK INC
10-Q, 1997-11-14
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

|X|         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30,
            1997.

|_|         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________
            TO___________.

                           Commission File No. 0-22913

                           THE RECOVERY NETWORK, INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

                 Colorado                                39-1731029
      (State or Other Jurisdiction of                 (I.R.S. Employer
       Incorporation or Organization)                Identification No.)

           1411 5th Street, Suite 200, Santa Monica, California, 90401
                    (Address of Principal Executive Offices)


         Issuer's Telephone Number, Including Area Code: (310) 393-3979

           Check  whether the issuer:  (1) has filed all reports  required to be
filed by Section 13 or 15(d) of the  Securities  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         |_|                       No          |X|


           State  the  number  of  shares  outstanding  of each of the  issuer's
classes of common equity, as of the latest practicable date: 4,936,250 shares as
of November 7, 1997

           Transitional Small Business Disclosure Format (check one):

               Yes         |_|                       No          |X|






<PAGE>



                           THE RECOVERY NETWORK, INC.
                          (A development stage company)

                                      INDEX
                                      -----
PART I - FINANCIAL INFORMATION                                             Page
                                                                           ----
Item 1.     Financial Statements

     Condensed  Balance  Sheets as of September 30, 1997  
          (unaudited), June 30, 1997 and Pro Forma Condensed
          Balance Sheet as of September 30, 1997...............................3

     Condensed Statements of Operations (unaudited) for 
          the three month periods ended September 30, 1997
          and 1996 and for the period from inception (May 
          1992) to September, 1997.............................................4

     Condensed Statements of cash flows (unaudited) for 
          the three month periods ended September 30, 1997
          and 1996 and for the period from inception (May 
          1992) to September, 1997.............................................5
            
     Notes to Condensed Financial Statements (unaudited).......................6

Item 2.    Plan of Operations  ................................................8


PART II - OTHER INFORMATION

Item 2.    Changes in Securities and Use of Proceeds..........................11

Item 6.    Exhibits and Reports on Form 8-K ..................................11

Signatures....................................................................12


                                       2

<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements.

                           THE RECOVERY NETWORK, INC.
                          (A development stage company)
                            CONDENSED BALANCE SHEETS

<TABLE>

<CAPTION>
                    ASSETS
                                                                             Pro forma
                                                                    September 30, 1997    September 30, 1997   June 30, 1997
                                                                           (Unaudited)           (Unaudited)
CURRENT ASSETS:
                                                                                   
<S>                                                                                <C>               <C>               <C>
   Cash                                                                   $  7,884,410           $     8,021     $    10,883
   Accounts Receivable                                                          23,122                23,122          25,631
   Prepaid expenses                                                              5,126                 5,126          15,693
                                                                          ------------           -----------     -----------
     Total current assets                                                    7,912,658                36,269          52,207
CAPITALIZED PROGRAMMING COSTS                                                  225,750               225,750         237,600
FURNITURE AND EQUIPMENT, net                                                   122,546               122,546         112,750
INVESTMENT IN JOINT VENTURE                                                       --                    --              --
DEFERRED FINANCING COSTS                                                         8,110                 8,110         100,269
DEFERRED OFFERING COSTS                                                           --                 582,790         270,040
OTHER                                                                           48,935                48,935          26,386
                                                                          ------------           -----------     -----------
                                                                          $  8,317,999           $ 1,024,400     $   799,252
                                                                          ============           ===========     ===========
                                                                                              
LIABILITIES AND SHAREHOLDERS' EQUITY(DEFICIT)
                                                                                              
CURRENT LIABILITIES:                                                                          
   Notes payable                                                          $       --             $ 2,605,250     $ 1,520,432
   Accounts payable and accrued liabilities                                    837,287             1,028,320         502,642
   Accrued professional fees                                                   457,613               457,613         312,249
   Current portion of capital lease obligation                                  17,029                17,029          17,029
   Deferred compensation                                                       169,059               169,059          51,672
   Due to shareholders and directors                                            88,830                88,830          65,751
                                                                          ------------           -----------     -----------
     Total current liabilities                                               1,569,818             4,366,101       2,469,775
CAPITAL LEASE OBLIGATION, net of current portion                                26,040                26,040          30,301
                                                                          ------------           -----------     -----------
     Total liabilities                                                       1,595,858             4,392,141       2,500,076
                                                                          ------------           -----------     -----------
COMMITMENTS & CONTINGENCIES                                                                   
SHAREHOLDERS' EQUITY(DEFICIT):                                                                
   Common stock, $.01 par value:                                                              
     Authorized--25,000,000 shares                                                        
     Issued and outstanding, 2,521,250 shares at June                                     
     30, 1997,  and at September 30, 1997 and 4,936,250 shares                  49,362                25,212          25,212
     at September 30,1997 (pro forma)                                                     
   Additional paid-in capital                                               14,242,440             4,176,708       4,176,708
   Prepaid consulting costs                                                       --                    --            (5,625)
   Deficit accumulated in the development stage                             (7,569,661)           (7,569,661)     (5,897,119)
                                                                            -----------           -----------    -----------
      Shareholders' equity (deficit)                                         6,722,141            (3,367,741)     (1,700,824)
                                                                            -----------           -----------    -----------
                                                                          $  8,317,999           $ 1,024,400     $   799,252
                                                                            ===========           ===========    ===========
                                                                                          
</TABLE>
     The accompanying notes to financial statements are an integral part of
                         these condensed balance sheets.


                                        3

<PAGE>



                           THE RECOVERY NETWORK, INC.
                          (A development stage company)
                 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
    FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 1997 AND 1996 AND FOR THE
              PERIOD FROM INCEPTION (MAY 1992) TO SEPTEMBER 30 1997






<TABLE>
<CAPTION>
                                                                                   From Inception
                                                                                    (May 1992) to
                                               Three months ended September 30,     September 30,
                                                         1997              1996              1997
                                                  -----------       -----------       -----------
<S>                                               <C>               <C>               <C>        
DOMESTIC ADVERTISEMENT SALES ...............      $    28,137       $     8,980       $    61,601
                                                  -----------       -----------       -----------
SALARIES AND CONSULTING EXPENSES ...........          327,167           164,203         2,865,514
GENERAL AND ADMINISTRATIVE EXPENSES ........          213,282           113,844         1,461,002
PROGRAMMING EXPENSES .......................          237,638            18,501           788,434
MARKETING EXPENSES .........................          172,529            34,915           681,411
LOSS ON INVESTMENT IN JOINT VENTURE ........             --              23,469           300,000
                                                     --------           --------      -----------
   Operating expenses ......................          950,616           354,932         6,096,361
                                                      -------           -------       -----------
   Loss from operations ....................         (922,479)         (345,952)       (6,034,760)
INTEREST  EXPENSE,  net ....................         (750,063)           (3,032)       (1,531,501)
                                                     ---------         ---------       -----------
   Loss before provision for income taxes ..       (1,672,542)         (348,984)       (7,566,261)
PROVISION FOR STATE INCOME TAXES ...........             --                --               3,400
                                                   -----------       -----------       -----------
     Net Loss ..............................      $(1,672,542)      $  (348,984)      $(7,569,661)
                                                   ===========       ===========       ===========


LOSS PER SHARE INFORMATION:
Loss per share .............................      $      (.56)      $      (.17)
                                                   ===========       ===========
Weighted average number of common and common
   equivalent shares outstanding ...........        2,981,798         2,052,517
                                                   ===========       ===========



</TABLE>

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


                                      
                                        4

<PAGE>



                           THE RECOVERY NETWORK, INC.
                          (A development stage company)
                 CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
        FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 1997 AND 1996 AND
          FOR THE PERIOD FROM INCEPTION (MAY 1992) TO SEPTEMBER 30 1997



<TABLE>
<CAPTION>
                                                                                                                    rom inception
                                                                                                                    (May 1992) to
                                                                                Three months ended September 30,    September 30,
                                                                                            1997            1996             1997
                                                                                     -----------     -----------      -----------
<S>                                                                                 <C>               <C>             <C>         
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Loss ..................................................................      $(1,672,542)      $(348,984)      $(7,569,661)

   Adjustments to reconcile net loss to net cash used in operating activities:

      Amortization of notes payable discount and deferred financing costs ....          601,987            --           1,314,712
      Amortization of capitalized programming costs ..........................           11,850            --             130,639
      Depreciation and other amortization ....................................           13,492           5,166            48,400
      Common stock issued for services and accrued interest ..................             --              --             794,743
      Provision for deferred compensation ....................................          117,387          45,000           169,059
      Provision for doubtful accounts ........................................            7,000            --               7,000
      Loss on investment in joint venture ....................................             --            23,469           300,000
   Changes in assets and liabilities:
      Accounts receivable ....................................................           (4,491)         (6,640)          (30,122)
      Prepaid expenses .......................................................           10,567            (843)           (5,126)
      Other assets ...........................................................          (22,549)           --             (50,165)
      Capitalized programming costs ..........................................             --              --            (356,389)
      Accounts payable and accrued liabilities ...............................          525,678          16,389         1,028,320
      Accrued professional fees ..............................................          145,364            --             457,613
      Due to shareholders and directors ......................................           23,079             167            88,830
                                                                                    -----------       ---------       -----------
            Net cash used in operating activities ............................         (243,178)       (266,276)       (3,672,147)
                                                                                    -----------       ---------       -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
      Purchases of furniture and equipment ...................................          (17,663)         (6,889)         (117,583)
      Investment in joint venture ............................................             --          (100,000)         (300,000)
                                                                                    -----------       ---------       -----------
            Net cash used in investing activities ............................          (17,663)       (106,889)         (417,583)
                                                                                    -----------       ---------       -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from borrowings ...............................................          574,990         250,000         1,880,350
      Payments on borrowings .................................................             --              --             (60,000)
      Payments on capital lease obligations ..................................           (4,261)           (390)           (9,064)
      Proceeds from the issuance of common ...................................             --              --           3,102,150
         stock, warrants and stock subscriptions
      Repurchase of common stock .............................................             --              --              (4,973)
      Deferred offering and financing costs incurred .........................         (312,750)           --            (810,712)
                                                                                    -----------       ---------       -----------
            Net cash provided by financing activities ........................          257,979         249,610         4,097,751)
                                                                                    -----------       ---------       -----------
      NET INCREASE (DECREASE) IN CASH ........................................           (2,862)       (123,555)            8,021
      CASH, beginning of period ..............................................           10,883         137,492              --
                                                                                    -----------       ---------       -----------
      CASH, end of period ....................................................      $     8,021       $  13,937       $     8,021
                                                                                    ===========       =========       ===========
</TABLE>

      The accompanying notes are an integral of these condensed statements.



                                        5

<PAGE>



                           THE RECOVERY NETWORK, INC.
                         ( A development stage company)

               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                               September 30, 1997

Note A -- Basis of Presentation

           The accompanying  unaudited condensed financial  statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  statements  and the  instructions  to Form 10-QSB  related to interim
period financial statements.  Accordingly,  these condensed financial statements
do not include certain  information and footnotes required by generally accepted
accounting   principles  for  complete  financial   statements.   However,   the
accompanying  unaudited condensed  financial  statements contain all adjustments
(consisting  only  of  normal  recurring  accruals)  which,  in the  opinion  of
management,  are  necessary  in  order  to make  the  financial  statements  not
misleading.  The results of operations for interim  periods are not  necessarily
indicative  of the  results  to be  expected  for the full year.  The  Company's
condensed financial  statements should be read in conjunction with the Company's
audited  financial  statements  and  notes  thereto  included  in the  Company's
Registration  Statement on Form SB-2 (File No.  333-27787) that became effective
on September 29, 1997.

           Net loss per share is based on the weighted  average number of common
shares  outstanding  and dilutive  common stock  equivalents  during the periods
presented.  Pursuant to  Securities  and Exchange  Commission  Staff  Accounting
Bulletin no. 83, common stock issued for consideration  below the offering price
of $5.00 per share (the "Offering  Price") and stock options and warrants issued
with exercise  prices below the Offering  Price during the  twelve-month  period
preceding  the September  1997 initial  public  offering (the "IPO"),  have been
included in the calculation of common stock, using the treasury stock method, as
if they were  outstanding  for all  periods  presented.  The effect of the stock
options and warrants issued at consideration below the IPO price was to increase
the weighted average shares  outstanding by 460,548 shares for the periods ended
September 30, 1997 and prior.

           On October 3, 1997, the Company consummated the IPO pursuant to which
it issued  2,415,000  units  (consisting  of one  share of common  stock and one
warrant to purchase  one share of common  stock for $5.50) for  $12,316,500  (or
$5.10 per unit).  IPO Offering  expenses were  approximately  $2,226,500.  Notes
payable of $2,605,250 and accrued interest thereon of approximately $190,750 was
paid from the net proceeds from the IPO.

           The  unaudited  pro  forma  condensed   balance  sheet  reflects  all
adjustments  which,  in the  opinion of  management,  are  necessary  for a fair
presentation  of financial  position as if the IPO was  consummated on September
30, 1997. Such  adjustments  included the issuance of common shares for net cash
received by the Company, after offering costs, of approximately  $10,090,000 and
the  payment of notes  payable and accrued  interest  at  September  30, 1997 of
approximately $2,796,000.

           The results of operations on a pro forma basis,  assuming the IPO had
been completed as of July 1, 1996 are as follows:


                                        6

<PAGE>


<TABLE>
<CAPTION>
                                                                                           Three months ended September 30,
                                                                                                 1997              1996
                                                                                              -----------       -----------
<S>                                                                                           <C>               <C>        
Historical net loss ...................................................................       $ 1,673,000       $   349,000
Reduction in interest expense due to retirement of Financing Notes and Promissory Notes          (743,000)             --
                                                                                              -----------       -----------
       Pro forma net loss ..............................................................      $   930,000       $   349,000
                                                                                              ===========       ===========

Historical weighted average shares outstanding .........................................        2,981,798         2,052,517
Additional Shares to be sold to retire debt ............................................          521,050              --
                                                                                              -----------       -----------
       Pro forma  weighted average shares outstanding ..................................        3,502,848         2,052,517
                                                                                              ===========       ===========
Pro forma loss per share ...............................................................      $      (.27)      $      (.17)
                                                                                              ===========       ===========
</TABLE>

Note B -Significant Business Risk

           Going Concern

           The accompanying  condensed  financial  statements have been prepared
assuming the Company will continue as a going concern. The Company has recurring
losses  from  operations,  has  minimal  operating  revenues  and  prior  to the
completion of its IPO in October 1997 had a net capital deficiency.  The ability
of the Company to operate as a going  concern is dependent  upon its ability (1)
to obtain  sufficient  additional  capital,  (2) to distribute  programming  and
services through multimedia channels,  (3) to achieve a critical mass of viewers
to attract  advertisers and healthcare  providers and (4) to acquire and develop
appropriate  programming  for  broadcast.  Subsequent to September 30, 1997, the
Company raised additional working capital through a public offering resulting in
net proceeds of approximately $10,090,000. Management believes that the proceeds
raised in the IPO will be  sufficient  to fund its  operations  at least through
June 30, 1998.  However,  the successful  outcome of future activities cannot be
determined  at this time and  there  are no  assurances  that if  achieved,  the
Company  will have  sufficient  funds to execute its intended  business  plan or
generate positive operating results.



                                        7

<PAGE>



Item 2.  Plan of Operation.

           The following  discussion and analysis  should be read in conjunction
with the condensed  financial  statements and notes thereto appearing  elsewhere
herein.

General

           The Recovery Network, Inc. (the "Company") was organized in 1992, and
is in the development  stage. The Company's  current business plan is to provide
information, interaction and support via television, radio and interactive media
services to persons affected by or afflicted with alcoholism, drug and substance
abuse,  eating  disorders,  depression  and a variety of  behavioral  and mental
health problems  ("Recovery  Issues"),  as well as to persons seeking to prevent
the onset of these problems and select positive  lifestyle choices  ("Prevention
Issues").  The Company currently addresses Recovery Issues and Prevention Issues
through The Recovery  Network(TM),  a cable  television  network,  Recovery Talk
Radio(TM), a nationally-syndicated  talk radio program, and a toll-free helpline
that offers information to viewers of The Recovery Network about where to obtain
information and help in their communities.  The Company also owns a 50% interest
in  RecoveryNet  Interactive,  L.L.C.,  a joint  venture  with an  affiliate  of
TeleCommunications,  Inc.,  that was formed to provide  behavioral  health  care
products  and  services to managed care  organizations  and other  organizations
offering or providing health care services,  as well as to provide  information,
interaction and support regarding  Recovery Issues and Prevention Issues through
an integrated multimedia platform. The Company is not required to contribute any
additional  funding to RecoveryNet  Interactive and does not intend at this time
to make any  significant  additional  capital  contributions.  Should  the joint
venture  require  additional  funding  and  TeleCommunications   Inc.  agree  to
contribute  additional funds, the Company's 50 percent interest would be reduced
accordingly.

           The Company has not  generated any  meaningful  revenues and does not
expect to generate any meaningful  revenues for the foreseeable future. To date,
the  Company  has  incurred  significant  net  losses,  including  net losses of
$1,223,829,  $3,817,652,  $348,984 and  $1,672,542  for the years ended June 30,
1996  and  1997  and the  three  months  ended  September  30,  1996  and  1997,
respectively.  The Company believes that generation of meaningful  revenues will
be dependent upon the Company  entering into  affiliation  agreements with local
cable systems with a significant  number of subscribers,  developing  television
programming  to enable The  Recovery  Network to expand its hours of  broadcast,
achieving significant viewer loyalty,  attracting  advertisers and developing or
entering into arrangements for the supply of products, such as videotapes, audio
cassettes and books,  to merchandise.  The Company expects to incur  substantial
up-front  capital  expenditures  and  operating  costs  in  connection  with the
operation and expansion of The Recovery Network,  satellite  transmission of its
programming and the development and production of television programming,  which
will result in significant losses for the foreseeable future.

           In April 1997, the Company launched The Recovery Network  nationally.
Pursuant to a nesting contract (the "Nesting  Contract") with Access  Television
Network ("ATN"), ATN provides satellite uplink, master control and other related
services on its satellite  transponder to The Recovery  Network for two hours of
broadcast  time every day to  subscribers  of cable  systems  with which ATN has
affiliation agreements. Currently, The Recovery Network is broadcast one hour in
the morning to approximately 16 million  subscribers and one hour in the evening
to approximately 5 million  subscribers.  In addition to the distribution  under
the Nesting Contract, the Company is seeking two hours of broadcast time per day
in other local cable systems in a large number of markets.  The Capital  Nesting
Contract expires in April 1998 unless renewed by both parities.  The Company has
identified  all local cable  systems in the United  States with at least  50,000
subscribers  and  is  engaged  in  a  general  marketing  campaign   ("affiliate
marketing")  directed at those 259 systems. The Company is also targeting a more
focused affiliate  marketing effort on 11 major cities whose communities contain
103 of those 259 systems.

                                        8

<PAGE>



           The Company  anticipates that it will generate revenues from sales of
The Recovery  Network and Recovery  Talk Radio,  merchandising  recovery-related
products  and  services on The  Recovery  Network,  Recovery  Talk Radio and the
Company's site on the world wide web by seeking sponsorships for its programming
and from license fees from cable systems for its  programming.  The Company does
not expect that it will  generate any  meaningful  revenues from fees until such
time, if ever,  that The Recovery  Network  enters into  affiliation  agreements
providing  the  Company  with a  significant  subscriber  base.  There can be no
assurance  that the Company  will be able to enter into  affiliation  agreements
with local  cable  systems  with a  sufficient  number of  subscribers,  achieve
significant  viewer  loyalty or attract  advertisers  for The Recovery  Network,
generate meaningful revenues or achieve profitable operations.  The Company also
anticipates  that  Recovery  Interactive  will  generate  revenue  from  monthly
subscriber fees from managed care companies,  insurance  companies and employers
for delivering mental and behavioral health benefits to covered  individuals and
merchandising.

Liquidity and Capital Resources

           The Company's  primary  capital  requirements  in the next ten months
will  be to  fund  the  costs  of its  affiliate  marketing  efforts,  sales  of
advertising time and producing its  programming,  satellite  transponder  costs,
costs for  uplink and  transmission  services  under the  Nesting  Contract  and
working capital expenses.

           The Company's capital  requirements have been and will continue to be
significant  and its cash  requirements  have been  exceeding its cash flow from
operations.  At September 30, 1997, the Company had a working capital deficit of
$4,329,832 due to, among other things, costs associated with program development
and affiliate marketing efforts. As a result, the Company has been substantially
dependent on loans from its shareholders and private  placements of its debt and
equity securities to fund its operations.

           During the period  from  November  1995  through  March 1, 1997,  the
Company  issued in private  placements  745,674 shares of common stock at prices
ranging from $.77 per share to $3.48 per share for net proceeds of approximately
$1,433,767. Additionally, the Company raised debt proceeds of $310,000 through a
private  placement.  Of these debt proceeds raised,  $250,000 was converted into
71,033  shares of common stock and $60,000 was repaid as of June 30, 1997.  Upon
conversion and repayment of debt,  warrants to purchase 157,563 shares of common
stock were issued. Warrants to purchase 142,065 shares of common stock have been
exercised for $330,000.  A warrant to purchase  15,498 shares of common stock at
$3.87 per share  remains  outstanding.  Also,  during  this  period,  options to
purchase  73,615 shares of common stock were  exercised  for  $171,000.  See the
Company's  Registration  Statement on Form SB-2 effective September 29, 1997 for
specifics of these fund raising activities.

           In March and April 1997,  the Company  completed a private  financing
pursuant to which it issued to 21  "accredited  investors"  an  aggregate  of 40
Units consisting of an aggregate of (i) $2,000,000 principal amount of unsecured
non-negotiable  promissory  notes that bear interest at the rate of 9% per annum
and became due upon the  consummation  of the IPO; (ii) 400,000 shares of Common
Stock;  and (iii)  warrants to purchase an aggregate of 500,000 shares of Common
Stock at an exercise  price of $5.50 per share.  The offering  price was $50,000
per Financing  Unit.  After  payment of $200,000 in placement  agent fees to the
Underwriter,  which acted as placement  agent for the Company in connection with
the Private  Financing,  and other offering expenses of approximately  $262,000,
the Company received net proceeds of  approximately  $1,538,000 from the sale of
the Financing Units. The net proceeds of the Private  Financing were used by the
Company for, among other things, an affiliate  marketing  campaign in connection
with the national launch of The Recovery Network,  programming  expenses for the
production of Full Circle,  Testimony and Bottoms, a capital contribution in the
amount of  $200,000  to  Recovery  Interactive  and  payments  under the Nesting
Contract  with ATN in the  amount of  $102,000.  The  Company  repaid the entire
principal amount of, and accrued interest on, the Financing Notes subsequent to

                                        9

<PAGE>



September  30,1997 with proceeds  received from the IPO.  During the three month
period ended June 30, 1997, the Company amortized approximately $713,000 of loan
discount and deferred offering costs related to the Financing Notes. The Company
incurred  financing  costs during the fiscal quarter ended September 30, 1997 of
approximately $743,000 relating to Private Financing and Promissory Notes.

           From July through September 1997, the Company issued promissory notes
(the "Promissory  Notes") with an aggregate principal amount of $605,250 to five
lenders.  The Company  paid to each lender a loan  origination  fee in an amount
equal to 5% of the Promissory  Notes for a total of approximately  $30,300.  The
Promissory  Notes plus  $95,000 of  interest  thereon  were repaid on October 3,
1997. The net proceeds from the issuance of the  Promissory  Notes were used for
working capital.

           The Company anticipates that the net proceeds from its initial public
offering,  together with projected revenues from operations,  will be sufficient
to fund the Company's  operations and capital  requirements  until at least June
30,  1998.  There can be no  assurance,  however,  that such  funds  will not be
expended prior thereto due to  unanticipated  changes in economic  conditions or
other unforeseen  circumstances.  In the event the Company's plans change or its
assumptions  change or prove to be inaccurate,  the Company could be required to
seek additional financing sooner than currently anticipated.  The Company has no
current  arrangements  with respect to, or potential  sources of, any additional
financing, and it is not anticipated that existing shareholders will provide any
portion of the Company's future financing requirements.  Consequently, there can
be no assurance that any  additional  financing will be available to the Company
when needed,  on  commercially  reasonable  terms,  or at all. Any  inability to
obtain additional  financing when needed would have a material adverse effect on
the  Company,  requiring  it to curtail and possibly  cease its  operations.  In
addition,  any additional equity financing may involve  substantial  dilution to
the interests of the Company's then existing shareholders.

Disclosure Regarding Private Securities Litigation Reform Act of 1995
- ---------------------------------------------------------------------
           This report contains certain forward-looking  statements with respect
to the future  performance of the Company that involve risks and  uncertainties.
Various  factors  could cause  actual  results to differ  materially  from those
projected in such statements. These factors include, but are not limited to, the
Company's lack of meaningful  revenues,  its significant and continuing  losses,
its  significant  capital  requirements,  the  uncertainty  of  its  ability  to
implement its plan of operation and other  factors  discussed  herein and in the
Company's other filings with the Securities and Exchange Commission.


                                       10

<PAGE>




                                     PART II

                                OTHER INFORMATION



Item 2.    Changes in Securities and Use of Proceeds

           On  September  29,  1997,  the  Securities  and  Exchange  Commission
declared effective the Company's  Registration  Statement on Form SB-2 (File No.
333-27787).   The  underwriter  in  the  offering  (the  "Offering")  was  Whale
Securities Co., LP (the  "Underwriter").  The  Underwriter  sold 2,415,000 units
(the "Units") in the Offering for the Company's account at an aggregate-offering
price of $12,316,500.  Each Unit consisted of one share of the Company's  common
stock,  par value  $.01 per share  (the  "Common  Stock"),  and one  warrant  to
purchase  one  share of  Common  Stock at a price of  $5.50.  Additionally,  the
following  securities with respect to warrants  issued to the  Underwriter  were
registered:  (i) 210,000  warrants,  each such  warrant to purchase one share of
Common  Stock  (the  "Underwriter's  Stock  Purchase  Warrants"),  (ii)  210,000
warrants,  each  such  warrant  to  purchase  one  warrant  (the  "Underwriter's
Warrants"),  (iii) 210,000  shares of Common Stock issuable upon exercise of the
Underwriter's  Stock  Purchase  Warrants,  (iv) 210,000  warrants  issuable upon
exercise of the  Underwriter's  Warrants and (v) 210,000  shares of Common Stock
issuable  upon   exercise  of  the  warrants   issuable  upon  exercise  of  the
Underwriter's Warrants.

Item 6.    Exhibits and Reports on Form 8-K

           (a)       Exhibits:

                     27.1 Financial Data Schedule.

           (b)       Reports on Form 8-K

                     The  Company did not file any reports on Form 8-K during
                     the quarterly period ended September 30, 1997.


                                       11

<PAGE>



                                   SIGNATURES


           Pursuant to the requirements of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                        THE RECOVERY NETWORK, INC.


Dated:     November 14, 1997            By:       /s/ William D. Moses
                                           -------------------------------------
                                           William D. Moses
                                           President and Chief Executive Officer


                                       12

<PAGE>



                                  EXHIBIT INDEX


Exhibit
Number                             Description
- -------                            -----------

27.1                          Financial Data Schedule

                                       13



<TABLE> <S> <C>


<ARTICLE>                     5
<CIK>                         0001017822
<NAME>                        The Recovery Network, Inc.
       
<S>                             <C>
<PERIOD-TYPE>                 3-MOS
<FISCAL-YEAR-END>             JUN-30-1998            
<PERIOD-START>                JUL-01-1997               
<PERIOD-END>                  SEP-30-1997               
<CASH>                               8021 
<SECURITIES>                            0 
<RECEIVABLES>                       30122 
<ALLOWANCES>                         7000 
<INVENTORY>                             0 
<CURRENT-ASSETS>                    36269 
<PP&E>                             169717 
<DEPRECIATION>                      47171 
<TOTAL-ASSETS>                     102440 
<CURRENT-LIABILITIES>             4366101 
<BONDS>                                 0 
                   0 
                             0 
<COMMON>                            25212 
<OTHER-SE>                       (3392953)
<TOTAL-LIABILITY-AND-EQUITY>     (3367741)
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<CGS>                                   0 
<TOTAL-COSTS>                      950616 
<OTHER-EXPENSES>                        0 
<LOSS-PROVISION>                        0 
<INTEREST-EXPENSE>                (750063)
<INCOME-PRETAX>                  (1672542)
<INCOME-TAX>                            0 
<INCOME-CONTINUING>              (1672542)
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<EXTRAORDINARY>                         0 
<CHANGES>                               0 
<NET-INCOME>                     (1672542)
<EPS-PRIMARY>                       (0.56)
<EPS-DILUTED>                           0 
                                 


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