UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                    FOR THE PERIOD ENDED: SEPTEMBER 30, 2001

                        COMMISSION FILE NUMBER: 000-27391


                             TARGITINTERACTIVE, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            DELAWARE                                      51-0347728
 ------------------------------                      -------------------
 State or other jurisdiction of                         (IRS Employer
 incorporation or organization)                      Identification No.)



                155 Commerce Way, Portsmouth, New Hampshire 03801
          ------------------------------------------------------------
          (Address, including zip code, of principal executive offices)


                                 (603) 766-8300
              ----------------------------------------------------
              (Registrant's telephone number, including area code)



Indicate by check mark whether the registrant (1) has filed all documents and
reports required to be filed by Sections 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filings for the past 90 days.

                                  YES  X      NO
                                     -----      -----

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

         As of November 15, 2001, the number of the Company's shares of
            par value $.001 common stock outstanding was 22,389,178.


<PAGE>


                                      INDEX

Part I - FINANCIAL INFORMATION

Item 1 - Financial Statements

Condensed Consolidated Balance Sheet                                      3

Condensed Consolidated Statements of Operation                            4

Condensed Consolidated Statements of Cash Flow                            5

Notes to Condensed Consolidated Financial Statements                      6

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

PART II - OTHER INFORMATION

SIGNATURES                                                                11


                                        2


<PAGE>
                                     PART I

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                             TARGITINTERACTIVE, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2001
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                                                        <C>
ASSETS
Current assets:
  Cash and cash equivalents                                                $    196,324
  Accounts receivable, net of allowance for doubtful accounts                   495,872
  Inventory                                                                      51,417
  Prepaid expenses                                                              149,802
                                                                           ------------
Total current assets                                                            893,415

Property and equipment, net of accumulated depreciation                         806,580

Purchase price to be allocated                                                1,322,088
Due from related party                                                           11,562
Other assets                                                                     36,344
                                                                           ------------
Total assets                                                               $  3,069,989
                                                                           ============
LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
  Accounts payable and accrued expenses                                    $  4,623,179
  Accrued expenses                                                              572,725
  Current portion of obligations under capital leases                            31,608
  Note payable                                                                   50,000
  Net liabilities to be disposed                                                346,747
  Deferred revenue                                                              287,885
                                                                           ------------

Total current liabilities                                                     5,339,419
                                                                           ------------
Obligations under capital leases, net of current portion                         12,032

Total liabilities                                                             5,351,451

Commitments and contingencies

Shareholders' deficit:
  Convertible preferred stock (Series A); par value $.001;
    10,000,000 shares authorized; no shares issued and outstanding                   --
  Common stock; $.001 par value; 100,000,000 shares authorized;
    22,273,037 shares issued and outstanding                                     22,257
  Additional paid-in capital                                                 22,070,365
  Subscriptions receivable                                                       (1,512)
  Unearned compensation                                                        (327,250)
  Accumulated deficit                                                       (24,045,322)
                                                                           ------------

Total shareholders' deficit                                                  (2,281,462)
                                                                           ------------
Total liabilities and shareholders' deficit                                $  3,069,989
                                                                           ============
</TABLE>

     See accompanying notes to consolidated condensed financial statements.

                                        3


<PAGE>

                             TARGITINTERACTIVE, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                          Three Months Ended                        Nine Months ended
                                                            September 30,                              September 30,
                                                 ----------------------------------          ----------------------------------
                                                     2001                 2000                   2001                  2000
                                                 ------------          ------------          ------------          ------------
<S>                                              <C>                   <C>                   <C>                   <C>
Revenues                                         $    765,568          $  1,349,902          $  3,333,711          $  3,744,700

Costs and expenses:
   Costs of revenues                                  383,648             1,288,889             1,658,487            10,063,637
   Depreciation and amortization                       91,854                66,738               236,854               306,630
   Payroll, benefits and related expense              395,733             1,216,145             1,546,254             2,453,602
   General and administrative                       1,306,427             1,648,497             2,654,832             3,756,084
                                                 ------------          ------------          ------------          ------------
Total costs and expenses                            2,177,662             4,220,269             6,096,427            16,579,953

Loss from continuing operations                    (1,412,094)           (2,870,367)           (2,762,716)          (12,835,253)

Interest income (expense)                            (513,976)             (206,921)             (901,230)             (250,249)
Other income (expense)                                 11,577                    --                14,492                    --
Embedded dividends on preferred stock                      --                    --              (143,182)                   --
                                                 ------------          ------------          ------------          ------------
Loss before discontinued operations                (1,914,493)           (3,077,288)           (3,792,636)          (13,085,502)
                                                 ------------          ------------          ------------          ------------
Discontinued operations:
   Net income (loss) from discontinued
      operations                                           --                    --               108,670                    --
                                                 ------------          ------------          ------------          ------------
Net income (loss)                                  (1,914,493)           (3,077,288)           (3,683,966)          (13,085,502)
                                                 ============          ============          ============          ============
Basic and diluted loss per common share:

Loss before discontinued operations              $      (0.15)         $      (4.70)         $      (0.75)         $     (20.11)
                                                 ============          ============          ============          ============
Discontinued operations                          $       0.00          $      (0.00)         $       0.02          $      (0.00)
                                                 ============          ============          ============          ============
Basic and diluted loss per common share          $      (0.15)         $      (4.70)         $      (0.73)         $     (20.11)
                                                 ============          ============          ============          ============
Weighted average number of common
  shares outstanding                               12,940,157               654,180             5,076,890               650,740
                                                 ============          ============          ============          ============
</TABLE>

     See accompanying notes to consolidated condensed financial statements.

                                       4
<PAGE>


                             TARGITINTERACTIVE, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                           Nine Months Ended
                                                                             September 30,
                                                                       2001                  2000
                                                                   ------------          ------------
<S>                                                                <C>                   <C>
OPERATING ACTIVITIES
Net (loss)                                                         $ (3,683,966)         $(13,085,502)
Adjustments to reconcile net (loss) to net
   cash used in operating activities, net of effects of acquisition:
        Depreciation and amortization                                   236,854               306,630
        Issuance of warrants for debt premium                           560,000                    --
        Issuance of stock for services                                  583,750                    --
        Amortization of unearned compensation                            19,250                    --
        Bad debt expense                                                445,000                    --
        Embedded dividends on preferred stock                           143,182                    --
   Changes in assets and liabilities:
        Accounts receivable                                             279,312              (656,420)
        Inventory                                                       (51,417)                   --
        Prepaid expenses                                                187,239            (1,579,065)
        Other assets                                                     14,100                    --
        Accounts payable and accrued expenses                           117,116             3,063,336
        Net liabilities to be disposed of                              (107,335)                   --
        Current portion of obligation under capital leases               (4,223)                   --
        Deferred revenue                                                157,885                    --
                                                                   ------------          ------------
Net cash used in operating activities                                (1,043,253)          (11,951,021)
                                                                   ------------          ------------
INVESTING ACTIVITIES
    Purchase of property and equipment                                  (23,957)             (867,903)
    Increase in deposits                                                     --                51,297
    Proceeds from sale of property and equipment                         11,000                    --
    Proceeds from Williams Software acquisition                         225,758                    --
                                                                   ------------          ------------
Net cash provided by (used in) investing activities                     212,801              (816,606)
                                                                   ------------          ------------
FINANCING ACTIVITIES
    Proceeds from subscriptions receivable                               75,000                    --
    Capital contributions, net of subscriptions receivable
      from members                                                           --             2,000,000
    Capital contributions                                                    --               371,418
    Proceeds from notes payable to bank                                 799,000            10,305,000
    Payments of capital lease obligations                                (4,883)               (9,283)
                                                                   ------------          ------------
Net cash provided by financing activities                               869,117            12,667,135
                                                                   ------------          ------------
Net increase (decrease) in cash                                          38,665              (100,492)

Cash at beginning of period                                             157,659               435,781
                                                                   ------------          ------------
Cash at end of period                                              $    196,324          $    335,289
                                                                   ============          ============
</TABLE>


     See accompanying notes to consolidated condensed financial statements.

                                        5

<PAGE>

TARGITINTERACTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2001


NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Company

On May 29, 2001, TargitInteractive, Inc. (the "Company") merged with Global
Technology Marketing International Inc., d/b/a TargitMail.com. The merger with
TargitMail.com was accounted for as a merger with a non-operating public
company. The Company is a provider of interactive marketing services through the
Internet (See Note 5).

On July 27, 2001, the Company acquired Williams Software, Inc. d/b/a
FirstPop.com, an Internet marketing company. FirstPop.com has developed a
technology for Internet based advertising which provides the ability to send an
advertisement to a subscriber that appears first and on top of any Website. This
is accomplished without being associated with any website or their I.S.P.
(Internet Service Provider). (See Note 6)

Significant Accounting Policies

The accounting policies followed by the Company are set forth in Note 1 to the
Company's financial statements included in its Annual Report on Form 10-KSB for
the fiscal year ended December 31, 2000.

On June 29, 2001, the Financial Accounting Standards Board unanimously approved
the issuance of Statements of Financial Accounting Standards No. 141, Business
Combinations (Statement 141), and No. 142, Goodwill and Other Intangible Assets
(Statement 142). Statement 141 eliminates the pooling-of-interests method of
accounting for business combinations except for qualifying business combinations
that were initiated prior to July 1, 2001. Statement 141 changes the criteria to
recognize intangible assets apart from goodwill. The requirements of Statement
141 are effective for any business combination accounted for by the purchase
method that is completed after June 30, 2001.

Under Statement 142, goodwill and indefinite lived intangible assets are no
longer amortized but are reviewed annually, or more frequently if impairment
indicators arise, for impairment. Identifiable intangible assets will continue
to be amortized over their estimated useful lives. Early adoption is permitted
for companies with fiscal years beginning after March 15, 2001, provided that
their first quarter financial statements have not been issued.

Revenue Recognition

The Company's revenues are derived principally from the delivery of commercial
advertising through the Internet. Revenues from commercial e-mail advertising
are recognized upon delivery of advertising to the ISP's customers. Upon
delivery, the Company has no further obligations.


NOTE 2:  INTERIM FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions for Form 10-QSB of the Securities
and Exchange Commission rules and do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements. In the opinion of
management, all adjustments considered necessary for a fair presentation, have
been included. Operating results for any quarter are not necessarily indicative
of the results for any other quarter or for the full year. All significant
intercompany accounts and transactions have been eliminated. These interim
financial statements should be read in conjunction with the Company's audited
financial statements and accompanying footnotes included on Form 10-KSB for the
fiscal year ended December 31, 2000.

NOTE 3:  GOING CONCERN - UNCERTAINTY

As shown in the accompanying condensed consolidated financial statements, the
Company has incurred recurring losses and negative cash flows from operating
activities. These conditions raise substantial doubt about the Company's ability
to continue as a going concern.

The Company has initiated several actions to generate working capital and
improve operating performances, including capital contributions and has
instituted cost reduction measures.

There can be no assurance that the Company will be able to successfully
implement its plans, or if such plans are successfully implemented, that the
Company will achieve its goals. The accompanying condensed consolidated
financial statements have been prepared assuming that the Company will continue
as a going concern and do not include any adjustments to reflect the possible
future effects of the recoverability and classification of assets or the amounts
and classification of liabilities that might result from the outcome of this
uncertainty.

                                       6

<PAGE>

NOTE 4:  LOSS PER SHARE

Basic loss per share is computed by dividing loss available to common
shareholders by the weighted-average number of common shares for the period. The
computation of diluted loss per share is similar to basic loss per share, except
that the denominator is increased to include the number of additional common
shares that would have been outstanding if the potentially dilutive common
shares, such as options, had been issued. Diluted loss per share is not
presented because the effects would be anti-dilutive.

NOTE 5:  MERGER WITH GLOBAL TECHNOLOGY MARKETING INTERNATIONAL, INC.

Effective May 29, 2001, TargitInteractive consummated a merger pursuant to a
merger agreement with Global Technology Marketing International, Inc. d/b/a
TargitMail.com (TargitMail.com), and TM.com Acquisition Corp., a wholly-owned
subsidiary of TargitInteractive, Inc. TargitMail.com contracts with ISPs and
ESPs to deliver commercial e-mail advertising to the ISP's customers under the
TargitMail.com domain name. Pursuant to the merger agreement, TM.com Acquisition
Corporation merged with and into TargitMail.com in a reverse triangular merger
(the "merger"), with TargitMail.com becoming a wholly owned subsidiary of
TargitInteractive.

As the controlling shareholders of TargitMail.com became the largest
stockholders of the Company, the merger was accounted for as a reverse
acquisition. Accordingly, the acquisition has been treated as an acquisition of
TargitInteractive, Inc. by Global Marketing Technologies International, Inc. and
as a recapitalization of Global Marketing Technologies International, Inc. The
historical financial statements presented prior to May 29, 2001 are those of
TargitMail.com.

Pursuant to the merger, the Company issued two 5% Convertible Notes at $200,000
principal amount each for 100% of the outstanding Series A Preferred Stock at
$.08/share and warrants to purchase up to 10% of TargitInteractive's common
stock, outstanding immediately following the acquisition of FirstPop.com, which
was consummated on July 27, 2001 (See Note 6). The common stock did not receive
any consideration.

The warrants are for the purchase of up to 10% of TargitInteractive's common
stock at an aggregate exercise price of $2,000,000. The Company has accounted
for the warrants using the Black Scholes method and determined that the fair
value of the warrants was $.28. The term of the warrants are one year from the
date of issuance. As of September 30, 2001, the Company recorded $560,000 in
interest expense.

The Notes were convertible into 40% on an as-converted basis of the shares of
the fully diluted common stock outstanding immediately prior to the conversion.
The notes were converted on August 15, 2001 into 10,400,000 shares of common
stock.

NOTE 6: ACQUISITION OF WILLIAMS SOFTWARE, INC.

Effective July 27, 2001, TargitInteractive consummated a merger pursuant to a
merger agreement with Williams Software, Inc. d/b/a FirstPop.com , and FP
Acquisition Corp., a wholly-owned subsidiary of TargitInteractive. FirstPop.com,
an interactive marketing company, has developed a unique message delivery system
platform for use by corporate clients for broadcasting marketing or corporate
messages across the Internet or through private intranets or extranets. Pursuant
to the agreement, FP Acquisition Corporation merged with and into FirstPop.com,
in a reverse triangular merger (the "merger"), with FirstPop.com, becoming a
wholly owned subsidiary of TargitInteractive. . Pursuant to the merger
agreement, the Company issued a 5% Convertible Note at $300,000 aggregate
principal amount for 100% of the outstanding common stock and warrants to
purchase up to 5% of TargitInteractive's common stock, outstanding immediately
following the closing date.

The warrants are for the purchase of up to 5% of TargitInteractive's common
stock at an aggregate exercise price of $1 million. The Company has accounted
for the warrants using the Black Scholes method and determined that the fair
value of the warrants was $.28. The term of the warrants are one year from the
date of issuance. The charge to equity of $280,000 was recorded as a part of the
purchase price. The warrants expire June 30, 2002 and are contingent upon the
completion of a $2,000,000 private placement.

The Note was converted into 6,745,000 of shares of common stock on August 15,
2001.

The merger was accounted for using the purchase method of accounting. The
Company has determined the "purchase price to be allocated" to be $1,322,088,
which consists of the fair value of the convertible notes $1,100,000, the fair
value of warrants $280,000, incentive shares issued to FirstPop shareholders who
contributed capital to complete the merger $66,000, less the assumption of
subscriptions receivable of $76,513 and less net assets of $47,399, which
consists of $225,758 of cash, $137,802 of prepaid expenses, fixed assets of
$92,998, liabilities of $279,358 and deferred revenue of $130,000. The purchase
price has been allocated to "purchase price to be allocated" of $1,322,088. The
Company is in the process of obtaining an independent valuation of the assets of
FirstPop.com at which time the "purchase price to be allocated" will be
allocated to the respective assets and adjusted, if necessary.

                                       7

<PAGE>

NOTE 7:  PRO FORMA INFORMATION

The following unaudited pro forma financial information reflects the results of
operations for the nine-month periods ended September 30, 2001 and September 30,
2000, as if the Global Technology Marketing International, Inc. and Williams
Software, Inc. acquisitions had occurred at the beginning of the respective
periods presented, and after giving effect to purchase accounting adjustments.
This unaudited pro forma information is presented for illustrative purposes only
and is not necessarily indicative of the results of operations in future periods
or results that would have been achieved had the Company, Global Technology
Marketing International, Inc. and Williams Software, Inc. been combined during
the specified periods.


                                                    Nine Months Ended
                                         --------------------------------------
                                         September 30, 2001   September 30, 2000
                                         -----------------    -----------------
Net revenues                               $   3,333,745        $   3,744,910
Loss from continuing operations               (5,027,870)         (14,218,478)
Income (loss) from discontinued operations       455,978             (775,344)
Net loss                                      (4,571,892)         (14,993,822)
Net loss per share                         $        (.90)       $      (23.04)


NOTE 8:  DEBT CONVERSION

On July 27, 2001, the Company issued 200,000 shares of common stock to a related
party for the conversion of a $60,000 note payable and related interest.

On August 15, 2001, the 5% convertible notes payable and related accrued
interest payable issued in the TargitMail.com acquisition ($400,000) and the
FirstpPop.com acquisition ($300,000), were converted into 10,400,000 shares and
6,745,000 shares of common stock, respectively.


NOTE 9: COMMON STOCK

On July 27, 2001, the Company issued 1,575,000 shares of common stock to three
officers of its newly acquired wholly owned subsidiary FirstPop.com, for
management services over thirty-six months. The shares vest ratably over the
three-year period. At September 30, 2001, the Company has recorded $327,250 of
unearned compensation in the equity section of the balance sheet and has
recognized $19,250 of stock based compensation expense related to the issuance.
The shares were valued using the fair market value on the date of issuance as
determined by an independent fair value appraiser.

On July 27, 2001, the Company issued 1,275,000 shares of common stock for
investment banking services related to the TargitMail.com and FirstPop.com
transactions rendered pursuant to a contract, which was executed in April 2001.
The shares were valued using the market value on the date of issuance with a
twenty-five percent discount for transfer and liquidity restrictions. The
Company recorded $573,750 of stock based compensation expense during the quarter
ending September 30, 2001. The Company is also required to pay this company
$5,000 per month for a twelve-month period for services.

On August 9, 2001, the Company effected a thirty-for-one stock split. This stock
split has been retroactively reflected in the condensed financial statements and
footnote disclosures for all periods presented.


NOTE 10: COMMITMENTS AND CONTINGENCIES

TargitMail.com is a defendant in a number of pending legal proceedings. Except
for the following cases all other pending litigation relates to accounts payable
issues and the Company believes that these liabilities will not materially
affect its business, results of operation or financial condition.

On April 4, 2001, Juno Online Services, Inc. filed a complaint against
TargitMail.com in the United States District Court for the Southern District of
New York. The complaint alleges that, Juno is due more than $3,342,952 for
marketing services pursuant to an advertising agreement. As of September 30,
2001, the Company has a payable recorded to Juno in the amount of $1,114,769.

On May 16, 2001 TargitMail.com filed an answer and counterclaim, denying its
material allegations and raising various counterclaims that seek rescission of
all contracts between the parties based on Plaintiff-Counterclaim Defendant
Juno's fraudulent inducement. On June 8, 2001 Juno replied to the counterclaims
and denied the material allegations.

The Court has set February 28, 2002, as the date for completion of all
discovery.

Because the payables are involved in litigation, events could occur in the near
term that would materially affect the amount and timing of payments of this
account.

                                       8

<PAGE>

On December 27, 2000, Richard J. Alberigi filed a complaint against Global
Technology Marketing International, LLC, d/b/a Targitmail.com and Walter Rines
in the United States District Court for the District of Massachusetts. The
complaint alleges that the former employee was not paid severance pay and other
benefits and is seeking damages in the amount of $45,000. On July 26, 2001
TargitMail.com filed a response to request for admissions. The Company denies
the allegations and as of June 30, 2001, has not accrued expenses for this case.


NOTE 11:  SUBSEQUENT EVENTS

On October 19, 2001, Noel Guillama resigned as Chairman, CEO and Director.
Pursuant to the management agreement, of the 525,000 shares allocated to him as
an officer that were to vest over three years, Mr. Guillama received 100,000 of
such shares and the remainder were re-allocated to remaining officers. In
addition, he was issued 66,141 shares in lieu of any cash compensation. Of the
options granted to him in August 2001, he retained 100,000 options with an
exercise price of $.01 per share and the remainder were cancelled.










                                       9
<PAGE>

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

General

            The discussion and analysis set forth below should be read in
conjunction with our Financial Statements and the related notes thereto
appearing elsewhere in this quarterly report. The information presented for the
nine months ended September 30, 2001, and September 30, 2000, was derived from
unaudited financial statements, which, in our opinion, reflect all adjustments
(consisting only of normal recurring adjustments) necessary for a fair
presentation.

Forward Looking Statements

            This Report on Form 10-QSB contains certain forward-looking
statements. When used in this report, press releases and elsewhere by the
management of the Company from time to time, the words "believes",
"anticipates", and "expects" and similar expressions are intended to identify
forward-looking statements that involve certain risks and uncertainties.
Additionally, certain statements contained in this discussion may be deemed
forward-looking statements that involve a number of risks and uncertainties.
Among the factors that could cause actual results to differ materially are the
following: the ability of the Company to meet its working capital and liquidity
needs, economic trends for consumer advertisers, the availability of long-term
credit, unanticipated changes in the U.S. and international economies, business
conditions and growth in e-commerce and the timely development and acceptance of
new products, the impact of competitive products and pricing, and other risks
detailed from time to time in the Company's SEC reports. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date hereof. The Company undertakes no obligation to publicly
release the results of any events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.

Going Concern

            The Company's viability as a going concern has been dependent since
inception upon its ability to raise sufficient working capital from equity and
debt financing. The Company experienced losses from operations since inception,
and had a working capital deficit at September 30, 2001. The Company experienced
a loss before discontinued operations of $3,792,636 for the nine months ended
September 30, 2001, and had a working capital deficit of $4,446,004 at September
30, 2001. Further, TargitMail.com, acquired in May 2001, had a loss of
approximately $18.0 million in 2000. See "Liquidity and Capital Resources,"
below.



Results of Operations

     Three months ended September 30, 2001 and 2000

            The Company had revenues of $765,568 in the quarter ended September
30, 2001 compared to $1,349,902 in the quarter ended September 30, 2000. The
decrease is due to the change in the business focus to provide more
comprehensive marketing services, as well as a substantial slowdown in business
in September 2001 after the terrorist attacks. Cost of revenues decreased
$905,241 from $1,288,889 for the three months ended September 30, 2000 to
$383,648 for the three months ended September 30, 2001. The decrease is a result
of a different cost structure as a result of the restructuring that occurred in
late 2000 and the first half of 2001. The 2000 presentation has been adjusted to
reflect the historical operation of TargitMail.com, Inc., as it is the
accounting acquirer in the merger with TargitInteractive.


                                       10


<PAGE>

The decrease in costs and expenses of $2,042,607 is primarily due to the
Company's downsizing its overhead. The Company had a net loss of $1,914,493 in
the quarter ended September 30, 2001 compared to a net loss of $3,077,288 in
2000.

Nine months ended September 30, 2001 and 2000

            The Company had net revenues of $3,333,711 for the nine months ended
September 30, 2001 compared to $3,744,700 for the nine months ended September
30, 2000. The decrease is due to the change in the business focus to provide
more comprehensive marketing services, as well as a substantial slowdown in
business in September 2001 after the terrorist attacks. Cost of revenues
decreased $8,405,150 from $10,063,637 for the nine months ended September 30,
2000 to $1,658,487 for the nine months ended September 30, 2001. The decrease is
a result of a different cost structure as a result of the restructuring that
occurred in late 2000 and the first half of 2001. The Company had a gain from
discontinued operations of $108,670 for the nine months ended September 30,
2001, and no gain or loss from discontinued operations for the nine months ended
September 30, 2000. The gain from discontinued operations was largely the result
of Company recognizing forgiveness of debt income for the discontinued
operations of a former subsidiary of TargitInteractive, Inc. Due to the merger
with TargitMail.com, the historical information presented is that of
TargitMail.com. Accordingly, operations of TargitInteractive are presented from
the date of the merger, May 29, 2001 to present. The decrease in costs and
expenses of $10,483,526 is primarily due to the restructuring and downsizing
that occurred in late 2000 and the first half of 2001. The Company had a net
loss of $3,683,966 for the nine months ended September 30, 2001 compared to a
net loss of $13,085,502 for the nine months ended September 30, 2000.


Liquidity and Capital Resources

         At September 30, 2001, TargitInteractive had $196,324 in cash, $495,872
in accounts receivable, $51,417 in inventory and $149,802 in prepaid expenses.
Current liabilities were $5,339,419, of which $4,050,454 was accounts payable,
$572,725 was accrued expenses, $50,000 was notes payable, $31,608 was current
maturities of long term debt, $287,885 was deferred revenue and $346,747 was net
liabilities to be disposed of which is related to the discontinued operations.
As a result of the FirstPop.com acquisition, $1,322,088 of "purchase price to be
allocated" was recorded. As a result, TargitInteractive had negative working
capital of $4,446,004.

         During the nine-months ended September 30, 2001, TargitInteractive used
$1,043,253 of cash for operating activities. Net cash provided by investing
activities was $212,801, consisting primarily of cash acquired in the FirstPop
acquisition. Net cash provided by financing activities was $869,117, which was
due to draws on a line of credit guaranteed by the former preferred shareholders
and to proceeds from subscriptions receivable. The Company continues to
negotiate with trade creditors. It has entered into settlement agreements with a
majority of its creditors from its discontinued operations and is negotiating
with the former TargitMail creditors and is seeking funds to pay the cash
necessary for these agreements from shareholders and others. In addition, the
Company has converted approximately $1,560,000 of its outstanding notes to
common stock and written off $108,670 of accounts payable to forgiveness of
debt.


Trends

         As a result of the September terrorist attacks, the Company's business
had a significant slowdown for the remainder of September and into October. As
marketers realized the potential problems with mail, the Company, like its
competitors realized an increase in inquiries as potential customers believed
that interactive marketing would become more accepted by consumers. However, due
to the current business climate, it has not yet resulted in a significant upturn
in business, although it has returned to pre-September 11 levels.

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<PAGE>

                                     PART II

                                OTHER INFORMATION

Item 1.  Legal Proceedings

TargitMail.com is a defendant in a number of pending legal proceedings. Except
for the following cases all other pending litigation relates to accounts payable
issues and the Company believes that these liabilities will not materially
affect its business, results of operation or financial condition.

On April 4, 2001, Juno Online Services, Inc. filed a complaint against
TargitMail.com in the United States District Court for the Southern District of
New York. The complaint alleges that, Juno is due more than $3,342,952 for
marketing services pursuant to an advertising agreement. As of September 30,
2001, the Company has a payable recorded to Juno in the amount of [$1,114,769].

On May 16, 2001 TargitMail.com filed an answer and counterclaim, denying its
material allegations and raising various counterclaims that seek rescission of
all contracts between the parties based on Plaintiff-Counterclaim Defendant
Juno's fraudulent inducement. On June 8, 2001 Juno replied to the counterclaims
and denied the material allegations.

The Court has set February 28, 2002, as the date for completion of all
discovery.

Item 2.  Changes in Securities

The Company effected a 30 for 1 reverse stock split on August 9, 2001. This
stock split has been reflected in the financial statements and footnotes for all
periods presented.


Item 3.  Defaults Upon Senior Securities

None.


Item 4.  Submission of Matters to a Vote of Security-Holders


         By an information statement dated July 16, 2001, the following actions
were taken:

     o    Reverse stock split. A 30 to 1 reverse stock split of the outstanding
          common stock.

     o    Amendment to Certificate of Incorporation: An amendment to the
          Certificate of Incorporation that changed the name to
          TargitInteractive Inc.

     o    Election of Directors. Noel Guillama and C. Lawrence Rutstein, current
          directors, were re-elected to the Board of Directors. Byron Kalogerou,
          Louis Chiesa, James Baker and Guenther Reibling were elected
          directors.

     o    Equity Incentive Plan. The 2001 Equity Incentive Plan providing for up
          to 3,000,000 shares was approved.


Item 5.  Other Information.

              On October 19, 2001, Noel Guillama resigned as Chairman, CEO and
Director. Pursuant to the agreement, of the 525,000 shares allocated to him as
an officer that were to vest over three years, Mr. Guillama received 100,000 of
such shares and the remainder were re-allocated to other officers. In addition,
he was issued 66,141 shares in lieu of any cash compensation. Of the options
granted to him in August 2001, he retained 100,000 options with an exercise
price of $.01 per share and the remainder were cancelled.

         James Baker remains the president. No Chairman has been selected.

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

           Form 8-K dated July 27, 2001 reporting the acquisition of Williams
Software, Inc. d/b/a FirstPop Technologies, Inc.

           Form 8-K/A filed August 14, 2001 for Form 8-K dated May 29, 2001
reporting the acquisition of Global Technology Marketing International, Inc.
d/b/a TargitMail.com.

         Forms 8-K dated September 20, 2001 and 8-K/A dated September 28, 2001
reporting a change in the registrant's certifying accountant.

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<PAGE>

                                    SIGNATURE

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

                             TARGITINTERACTIVE, INC.

Date:  November 19, 2001

                                           By:  /s/ James Baker
                                           --------------------------------
                             James Baker, President














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