UNITED STATES


                       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 September 30, 2002

          [_] 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 000-27391

                             TARGITINTERACTIVE, INC.
                             -----------------------
        (Exact Name of Small Business Issuer as Specified in its Charter)


                   Delaware                                  51-0347728
                   --------                                  ----------
       State or other Jurisdiction of                     (I.R.S. Employer
       Incorporation or Organization                    Identification Number


                                155 Commerce Way
                        Portsmouth, New Hampshire 03801
                        -------------------------------
                    Address of Principal Executive Offices)


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

                                 Not Applicable
                                 --------------
                 (Former name, former address and former fiscal
                      year, if changed since last report.)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date: At November 15, 2002, there were
40,704,593 shares of common stock outstanding, par value $0.001 per share.

Transitional Small Business Disclosure Format (Check One): Yes: [ ]  No: [X]

<PAGE>

PART I -- FINANCIAL INFORMATION

ITEM 1.  Financial Statements

                    TARGITINTERACTIVE, INC. AND SUBSIDIARIES

                      Condensed Consolidated Balance Sheet
                      ------------------------------------
                               September 30, 2002
                               ------------------
                                   (unaudited)
                                   -----------
<TABLE>
<CAPTION>

ASSETS
------
<S>                                                                               <C>
Current assets:
       Cash                                                                       $     60,899
       Accounts Receivable (net of allowance for doubtful accounts of $187,816)        227,375
       Prepaid expenses and other current assets                                         8,361
                                                                                  ------------
       Total current assets                                                            296,635
                                                                                  ------------

Property and equipment (net of accumulated depreciation of $682,769)                   307,447
Intangibles (net of accumulated amortization of $382,756)                               29,787
Other assets                                                                            11,562
                                                                                  ------------
Total assets                                                                      $    645,431
                                                                                  ============
LIABILITIES AND SHAREHOLDERS' DEFICIT
-------------------------------------

Current liabilities:
       Accounts payable                                                           $  4,366,646
       Accrued expenses                                                                499,481
       Note payable                                                                    181,154
       Obligations under capital leases payable                                         18,286
       Deferred revenue                                                                 12,500
                                                                                  ------------
Total liabilities                                                                    5,078,067
                                                                                  ------------
Shareholders' deficit:
       Common stock; $.001 per value; 100,000,000 shares authorized; 40,704,593
           shares issued and outstanding and additional paid in capital             23,156,713
       Subscription receivable                                                          (1,512)
       Unearned compensation                                                          (260,532)
       Accumulated deficit                                                         (27,327,305)
                                                                                  ------------

Total shareholders' deficit                                                         (4,432,636)
                                                                                  ------------
Total liabilities and shareholders' deficit                                       $    645,431
                                                                                  ============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                      -1-
<PAGE>

                    TARGITINTERACTIVE, INC. AND SUBSIDIARIES
                 Condensed Consolidated Statements of Operations
                 -----------------------------------------------
                                   (unaudited)
                                   -----------
<TABLE>
<CAPTION>

                                                  Three Months Ended               Nine Months Ended
                                                    September 30,                    September 30,
                                                2002             2001             2002             2001
                                            ------------     ------------     ------------     ------------
<S>                                         <C>              <C>              <C>              <C>
Revenues                                    $    445,879     $    765,568     $  1,730,519     $  3,333,711

Costs and expenses:
     Costs of revenues                           292,466          383,648          859,327        1,658,487
     Payroll, benefits and related
         expenses                                585,803          395,733        1,633,622        1,546,254
     General and administrative expenses         110,481        1,398,281        1,157,196        2,891,686
                                            ------------     ------------     ------------     ------------
Total costs and expenses                         988,750        2,177,662        3,650,145        6,096,427
                                            ------------     ------------     ------------     ------------

Loss from operations                            (542,871)      (1,412,094)      (1,919,626)      (2,762,716)
                                            ------------     ------------     ------------     ------------

Interest (expense)                               (21,543)        (513,976)         (63,204)        (901,230)
Embedded preferred dividend                           --               --               --         (143,182)
Impairment of intangible assets                 (674,491)              --         (802,676)              --
Other income                                     563,841           11,577          563,841          123,162
                                            ------------     ------------     ------------     ------------

Net (loss)                                  $   (675,064)    $ (1,914,493)    $ (2,221,665)    $ (3,683,966)
                                            ============     ============     ============     ============

Basic and diluted loss per common share     $      (0.02)    $      (0.15)    $      (0.08)    $      (0.73)
                                            ============     ============     ============     ============
Weighted average number of common shares
     outstanding                              34,796,183       12,940,157       26,837,021        5,076,890
                                            ============     ============     ============     ============
</TABLE>


   See accompanying notes to the condensed consolidated financial statements.

                                      -2-
<PAGE>

                    TARGITINTERACTIVE, INC. AND SUBSIDIARIES
                 Condensed Consolidated Statements of Cash Flows
                 -----------------------------------------------
                                   (unaudited)
                                   -----------
<TABLE>
<CAPTION>

                                                                         Nine Months Ended September 30,
                                                                               2002           2001
                                                                           -----------     -----------
<S>                                                                        <C>             <C>
OPERATING ACTIVITIES
Net (loss)                                                                 $(2,221,665)    $(3,683,966)
Adjustments to reconcile net (loss) to net cash used in operating
  activities:
     Depreciation and amortization                                             354,441         236,854
     Impairment of intangible assets                                           802,676              --
     (Gain) on settlement of accounts payable                                 (563,841)             --
     Issuance of warrants for debt premium                                          --         560,000
     Issuance of stock for services                                              7,625         583,750
     Issuance of stock in lieu of interest                                      21,274              --
     Bad debt expenses                                                          27,621         445,000
     Amortization of unearned compensation                                     238,054          19,250
     Loss on disposal of assets                                                 44,086              --
     Embedded dividends on preferred stock                                          --         143,182
Changes in assets and liabilities:
     Accounts receivable                                                       229,651         279,312
     Inventory                                                                      --         (51,417)
     Prepaid expenses and other current assets                                 185,296         187,239
     Other assets                                                               36,344          14,100
     Accounts payable and accrued expenses                                     321,910          65,558
     Deferred revenue                                                         (146,885)        157,885
                                                                           -----------     -----------
Net cash used in operating activities                                      $  (663,413)    $(1,043,253)
                                                                           -----------     -----------
INVESTING ACTIVITIES
     Purchase of property and equipment                                    $   (46,788)    $   (23,957)
     Proceeds from sale of property and equipment                                3,741          11,000
     Proceeds from Williams Software acquisition                                    --         225,758
                                                                           -----------     -----------
Net cash (used in) provided by investing activities                        $   (43,047)    $   212,801
                                                                           -----------     -----------

FINANCING ACTIVITIES
     Proceeds from subscriptions receivable                                $    31,250     $    75,000
     Proceeds from issuance of common stock                                    339,975              --
     Payments of capital lease obligations                                     (49,093)         (4,883)
     Proceeds from notes payable                                               342,744         799,000
                                                                           -----------     -----------
Net cash provided by financing activities                                  $   664,876     $   869,117
                                                                           -----------     -----------
Net (decrease) increase in cash                                            $   (41,584)    $    38,665
Cash, beginning of period                                                      102,483         157,659
                                                                           -----------     -----------
Cash, end of period                                                        $    60,899     $   196,324
                                                                           ===========     ===========
Supplemental disclosures of cash flow information:
     Cash paid during the period for interest                              $    41,929     $   342,011
                                                                           ===========     ===========
Supplemental disclosure of non-cash investing and financing activities:
     Issuance of common stock for the extinguishment of related
     party debt                                                            $   212,743              --
                                                                           ===========     ===========
     Grant of employee stock options                                       $     6,000              --
                                                                           ===========     ===========
</TABLE>


   See accompanying notes to the condensed consolidated financial statements.


                                      -3-
<PAGE>

                             TARGITINTERACTIVE, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2002



NOTE 1:  BASIS OF PRESENTATION FOR INTERIM FINANCIAL INFORMATION
----------------------------------------------------------------

         The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim information and with the instructions for Form 10-QSB and Item 310
of Regulation S-B 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, 2001.

NOTE 2:  GOING CONCERN - UNCERTAINTY
------------------------------------

         As shown in the accompanying unaudited condensed consolidated financial
statements, the Company has incurred recurring losses and negative cash flows
from operating activities and has negative working capital and a shareholders'
deficit. 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 performance, including capital contributions from existing
shareholders and the implementation of certain cost reduction measures.

         The Company closed its Florida sales operation in September 2002 after
evaluating the staff to performance ratio of revenue. The revenue generated from
the Florida office did not justify the costs associated with maintaining a
Florida satellite office.

         Management also evaluated the Company's current business model and
determined that the cost of sales component of its business model needed to
change. The Company typically pays its vendor suppliers a fee equal to 50% of
the project revenues generated. Management began a concerted effort to negotiate
with new and existing suppliers to change revenue sharing ratios to those that
would be more favorable to the Company thereby decreasing its gross cost of
sales. The Company has successfully negotiated with two new vendor suppliers a
payment structure of 35% and 25% of revenues generated per project.

         Management has formulated and is marketing a higher margin service
package using the Company's existing technology and client base. This service
package involves the management of a client's subscriber list and development of
a joint marketing relationship. This service package does not require the
Company to share revenue with a third-party list owner. The anticipated profit
margin of this service package is approximately 80%. Additionally, the

                                      -4-
<PAGE>

Company is pursuing annual support contracts associated with specific product
groups where the Company has developed expertise, such as the automobile
industry.

         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. Furthermore, if the Company is unable to raise
additional funds, it may be required to further reduce its workforce,
compensation levels and dependency on outside consultants, modify its growth and
operating plans, and even terminate operations completely.

         In addition, the Company has not made certain investments in its
operating infrastructure relating to marketing, inventory vendor obligations,
and technical assets which puts the Company at risk of losing its competitive
position in its market. For example, due to revenue constraints, the Company has
not developed or invested in an adequate computer back-up system; elements of
the technical platform that relate to tracking and reporting; computer and
network security; advertising and marketing of the Company itself; inventory of
subscriber lists that serve as the Company's product base; and investment in
sales travel and sales support. Certain of the Company's competitors have made
such investments.

         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 reclassification of assets or the amounts and classification
of liabilities that might result in the event the Company goes into liquidation.

NOTE 3:  NOTES PAYABLE
----------------------

         In April 2002, the Company entered into two interim factoring
agreements with shareholders of the Company pursuant to which the Company
advanced 90% of the outstanding balance of selected receivables. On September
10, 2002, the Company converted the outstanding loan balance of $212,744 plus
accrued and unpaid interest of $21,274 into 7,800,600 shares of the Company's
common stock at $.03 per share.

         On September 13, 2002, the Company borrowed an additional $130,000
(secured by the Company's receivables) from one of the Company's controlling
shareholders. This loan is due on December 27, 2002, and bears interest at a
rate of 18%. The principal and interest may be converted, at the option of
the noteholder, into common stock of the Company at a conversion price of $0.01
per share if the balance is not paid by the maturity date.

NOTE 4:  COMMON STOCK TRANSACTIONS
----------------------------------

         In February 2002, the Company sold 500,000 shares of common stock to
certain of its then-current shareholders for $125,000 at $0.25 per share.
Additionally, the Company received $15,000 by loan from a shareholder which was
later converted into 375,000 shares of common stock at $.04 per share in June
2002. In June 2002, the Directors of the Company approved the issuance of
637,500 shares of common stock to certain of the then-current shareholders for
services provided to the Company.

         The Company rented an office in Deerfield Beach, Florida on a
month-to-month basis from Taurus Investment Group (an entity controlled by two
of the Company's controlling

                                      -5-
<PAGE>

shareholders) for $300 per month. Taurus, the landlord, agreed to accept stock
of the Company in lieu of rent starting in June 2001. A total of 36,853 shares
were issued to Taurus during the nine-month period ended September 30, 2002. The
rental expense was determined on a monthly basis based on the market value of
the common stock at the first of the month. The market price of the common stock
for the period was between $.04 and $.35 per share. Due to the issuance of these
shares, the Company recorded $4,004 in general and administrative expenses in
its statement of operations.

         In July 2002, the Company received $200,000 from an existing
shareholder in return for the issuance of 8,400,000 shares of common stock.

         In August 2002, the Company issued 10,000 shares of common stock to
each of the three members of its Board of Directors for services rendered.
Pursuant to the application of SFAS No. 123, in accounting for the issuance of
stock to employee and non-employee consultants, the Company recorded an expense
based on the fair market value of the shares issued at $0.12 per share and
recorded $3,600 in general and administrative expenses in its statement of
operations.

         On September 23, 2002, certain shareholders converted $234,018 of the
Company's indebtedness to them, consisting of a promissory note in the principal
amount of $212,744, together with accrued interest of $21,274, into 7,800,633
shares of common stock.

NOTE 5:  IMPAIRMENT OF INTANGIBLES
----------------------------------

         The Company reviewed the valuation of its intangible assets as
specified in FASB 142. Based upon this review, the Company has determined that
its goodwill and other intangibles have been impaired. An impairment charge of
$802,676 has been recorded to reduce the value of the intangibles to
management's determination of such value at September 30, 2002. The impaired
assets are comprised of internally developed software, websites, database and
goodwill acquired through the Williams Software Inc. (also known as FirstPop)
merger and do not currently provide revenue.

NOTE 6: STOCK BASED COMPENSATION
--------------------------------

         In August 2002, the Company issued to certain of its employees an
aggregate of 600,000 options with an exercise price of $.02 per share. The
options vest annually over a three-year period starting from the employee's hire
date. At September 30, 2002, the Company had recorded $6,000 of unearned
compensation in the equity section of the balance sheet. The fair value of the
options was calculated using the Black-Scholes Option Pricing Model.

NOTE 7: COMMITMENTS AND CONTINGENCIES
-------------------------------------

         Pending litigation relates primarily to accounts payable issues and the
Company believes that its account payable liabilities could materially affect
its business, results of operation or financial condition.

         On April 4, 2001, Juno Online Services, Inc. filed a complaint against
Global Technology Marketing International, LLC (GTMI), a subsidiary of the
Company, in the United States District Court for the Southern District of New
York. The complaint alleged that Juno is due more than $3,342,952 for marketing
services pursuant to an advertising agreement. On

                                      -6-
<PAGE>

March 30, 2002, this case was dismissed without prejudice with the right to
reinstate the complaint.

         On July 3, 2002, Williams Software, Inc., a wholly-owned subsidiary of
the Company, was sued by a former officer who alleges that the Company violated
the severance payment terms of his employment agreement with Williams Software.
There have been accruals made in the Company's books under accrued expenses for
$102,060 pertaining to this claim.

         In addition, as of the date of this filing, the Company has received
final judgments attached to its subsidiary GTMI in the aggregate amount of
$150,000, all of which remain unpaid. All of these liabilities are accounted for
as liabilities in the books of the Company in the accounts payable section. In
addition, there is another combined sum of $376,000 of claims pending also
accounted for as liabilities in the books of the Company in the account payable
section. Management is negotiating with its judgment and trade creditors for the
reduction of the amount payable and for payments to be made on an installment
basis. There can be no assurances given that such negotiations will be
successful. The Company's failure to negotiate favorable payment terms with its
judgment and trade creditors could have a material adverse affect on the
Company's continued operations.

NOTE 8:  SUBSEQUENT EVENT
-------------------------

         On October 1, 2002, the Company borrowed an additional $130,000
(secured by the Company's receivables) from one of the Company's controlling
shareholders. This loan is due on January 28, 2003, and bears interest at a rate
of 18%. The principal and interest may be converted, at the option of the
noteholder, into common stock of the Company at a conversion price of $0.01 if
the balance is not paid by the maturity date.

ITEM 2.  -- Management's Discussion and Analysis or Plan of Operation
---------------------------------------------------------------------

General
-------

         The discussion and analysis set forth below should be read in
conjunction with the Company's Financial Statements and the related notes
thereto appearing elsewhere in this quarterly report. The information presented
as of and for the three and nine months ended September 30, 2002 and September
30, 2001, was derived from unaudited financial statements, which, in
management's 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", "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; general economic conditions; the availability of equity
financing; the availability of long-term and short-term credit; unanticipated


                                      -7-
<PAGE>

changes in the U.S. and international economies; business conditions and growth
in e-commerce; the timely development and acceptance of new products and
services; 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 upon its
ability to raise working capital from equity and debt financing throughout its
entire operating history. The Company experienced losses from operations since
inception. The Company experienced a net loss of $675,064 for the three months
ended September 30, 2002, and had a working capital deficit of $4,781,432 at
September 30, 2002. See "Liquidity and Capital Resources" below.

RESULTS OF OPERATIONS
---------------------

Three months ended September 30, 2002 and 2001
----------------------------------------------

         Revenue. The Company had revenues of $445,879 in the quarter ended
September 30, 2002 compared to $765,568 in the quarter ended September 30, 2001.
The decrease of $319,689, or 42%, is primarily a result of the Company's
reduction of its sales staff and the general decrease in Internet advertising
spending and the loss of revenue from Internet based companies that
significantly curtailed their advertising or ceased business during 2002.

         Costs of Revenue. Costs of revenues decreased $91,182 from $383,648 for
the quarter ended September 30, 2001 to $292,466 for the quarter ended September
30, 2002. The decrease of $91,182, or 24%, is primarily the result of a
reduction in inventory costs due to decreased revenues and the change in the
payment rates for some of the Company's inventory suppliers. In the third
quarter of 2002, the Company began to negotiate lower payment rates with new
inventory suppliers of between 25% and 35% of project revenues in comparison to
September 2001 average cost of 50%.

         Payroll, Benefits and Related Expenses. The Company's cost for payroll,
benefits and other related expenses for the quarter ended September 30, 2002 was
$585,803, as compared to $395,733 for the quarter ending September 30, 2001. The
increase of $190,070, or 48%, is primarily attributable to the reclassification
of certain payroll, benefits and related expenses that were previously included
as general and administrative expenses, severance pay for terminated employees,
and the accrual of compensation to certain officers, directors and employees.
These increases were partially offset by decreased payroll expenses as a result
of the Company's reduction of its workforce.

         General and Administrative Expenses. The Company's general and
administrative expenses for the quarter ending September 30, 2002 were $110,481
as compared to $1,398,281 for the quarter ending September 30, 2001. The
decrease of $1,287,800 or 92%, is primarily the result of the decrease in stock
based compensation of $484,000; decrease in bad debt expenses for $342,000, the
reclassification of $304,690 in expenses as payroll, benefits and related

                                      -8-
<PAGE>

expenses, and a decrease in professional services expenses (legal, accounting
and consulting) of $92,000.

         Net Loss from Operations. The Company had a net loss from operations of
$542,871 for the quarter ended September 30, 2002 compared to a net loss from
operations of $1,412,094 for the quarter ended September 30, 2001, representing
a decrease in net losses of $869,233 or 62%. The decrease in net losses is
primarily the result of the $1,287,800 decrease in General and Administrative
Expenses as well as the decrease in revenues and related decreases in costs of
revenues.

         Net Loss. The Company had a net loss of $675,064 for the quarter ended
September 30, 2002 compared to a net loss of $1,914,493 for the quarter ended
September 30, 2001. The decrease of $1,239,429, or 65%, is primarily the result
of the $869,233 decrease in the net loss from operations, a $492,422 reduction
in interest expense, and a $552,264 increase in other income as a result of
gains realized from debt restructuring. These gains were partially offset by the
$674,491 impairment charge for the three months ended September 30, 2002.

Nine months ended September 30, 2002 and 2001
---------------------------------------------

         Revenue. The Company had revenues of $1,730,519 for the nine months
ended September 30, 2002 compared to $3,333,711 for the nine months ended
September 30, 2001, representing a $1,603,192, or 48%, reduction in revenues.
This decrease is primarily a result of the Company's reduction of its sales
staff and the general decrease in Internet advertising spending and the loss of
revenue from Internet based companies that significantly curtailed their
advertising or ceased business during 2002.

         Costs of Revenue. Costs of revenues decreased from $1,658,487 for the
nine months ended September 30, 2001 to $859,327 for the nine months ended
September 30, 2002. The decrease of $799,160, or 48%, is primarily the result of
a reduction in inventory costs due to decreased revenues and the change in the
payment rates for some of the Company's inventory suppliers. In the third
quarter of 2002, the Company began to negotiate lower payment rates with new
inventory suppliers of between 25% and 35% of project revenues in comparison to
September 2001 average cost of 50%.

         Payroll, Benefits and Related Expenses. The Company's cost for payroll,
benefits and other related expenses for the nine months ended September 30, 2002
was $1,633,622 as compared to $1,546,254 for the nine months ending September
30, 2001. The increase of $87,368, or 6%, is primarily attributable to
reclassification of certain payroll, benefits and related expenses that were
previously classified as general and administrative expenses, severance pay for
terminated employees, and the accrual of compensation to offices, directors and
employees. These increases were partially offset by decreased payroll expenses
as a result of the Company's reduction of its workforce.

         General and Administrative Expenses. The Company's general and
administrative expenses for the nine months ending September 30, 2002 were
$1,157,196 as compared to $2,891,686 for the nine months ending September 30,
2001. The decrease of $1,734,490, or 60%, is primarily the result of a: $521,857
reduction in bad debt, $351,346 reduction in stock based compensation,
reclassification of $292,000 in expenses as payroll, benefits and related
expenses, $261,505 decrease in consulting costs, $108,000 decrease in loss for
discontinued

                                      -9-
<PAGE>

operations, $82,069 reduction in marketing expenses and $83,872 decrease in
professional services.

         Net Loss from Operations. The Company had a net loss from operations of
$1,919,626 for the nine months ended September 30, 2002 compared to a net loss
from operations of $2,762,716 for the nine months ended September 30, 2001
representing a decrease of $843,090 or 31%. The decrease is primarily a result
of the $1,734,490 decrease in General and Administrative Expenses which was
partially offset by a $804,032 decrease in gross profit.

         Net Loss. The Company had a net loss of $2,221,665 for the nine months
ended September 30, 2002 compared to a net loss of $3,683,966 for the nine
months ended September 30, 2001. The decrease of $1,462,301 or 40%, is primarily
the result of a: $843,090 decrease in the net operating loss, $838,026 decrease
in interest expense as a result of reduction of the Company's credit line,
$440,679 increase in other income as a result of gains from debt restructuring
and $143,182 decrease in embedded preferred dividends. These decreases in losses
and expenses were partially offset by an impairment charge of $802,676 for the
nine months ended September 30, 2002.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

         At September 30, 2002, the Company had $60,899 in cash, $227,375 in
accounts receivable (net of allowance for doubtful accounts of $187,816), and
$8,361 in prepaid expenses and other current assets. Current liabilities were
$5,078,067, of which $4,366,646 were accounts payable, $499,481 were accrued
expenses, $199,440 were current maturities of long-term debt, and $12,500 was
deferred revenue.

         During the nine-month period ended September 30, 2002, the Company used
$663,413 of cash for operating activities. Net cash used by investing activities
was $43,047. Net cash provided by financing activities was $664,876, which was
derived from the sales of common stock to existing shareholders, borrowing cash
using stock convertible instruments from existing stockholders, and interim
accounts receivable factoring agreements.

         As shown in the accompanying unaudited condensed consolidated financial
statements, the Company has incurred recurring losses, negative cash flows from
operating activities, and has negative working capital and shareholders'
deficit. 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 equity
and debt financing and 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.
Furthermore, if the Company is unable to raise additional funds, it may be
required to further reduce its workforce, compensation levels and dependency on
outside consultants, modify its growth and operating plans, and even to
terminate operations completely.

         The Company continues to negotiate with trade creditors in order to
reduce amounts owed on old non-recurring payables. The Company has been
successful in obtaining significant reductions in these payables from some of
its creditors.

                                      -10-
<PAGE>

         There are two trends that have had and may continue to have a material
adverse effect of the Company's cash flow and liquidity: (1) the Internet
advertising market and (2) proposed anti-spam regulations and the proliferation
of anti-spam software. Total general Internet advertising revenue generated in
the U.S. decreased by nearly 22% to $1.46 billion in the second quarter of 2002
compared to the same period in 2001, according to a report sponsored by the
Interactive Advertising Bureau and conducted by the New Media Group of
PriceWaterhouseCoopers. This reflects a 4% decline from $1.52 billion in
advertising revenues in the first quarter of 2002. These results reflect the
weakened media market which most advertising sectors have experienced for the
first half of 2002.

         In addition to the continuing adverse impact of anti-spam software on
the Company's business of target marketing via e-mail, there is also major
anti-spam legislation pending. If passed, this proposed law would require
mandated labeling, such as requiring "ADV" to appear in the subject line of an
e-mail, which makes it easy to filter out all commercial e-mail. If this
legislation passes, the Company's management expects it will have a material
adverse effect on the Company's results of operation, cash flow and liquidity.

         The Company has not made certain investments in its operating
infrastructure relating to marketing, partner organization obligations, and
technical assets such as taking steps to increase the level of computer system
backups it performs. The Company currently has insufficient capital to fully
back-up its computer systems and thus maintains a risk that its operations may
be completely halted as a result of an event that would cause a complete or
partial loss of its database inventory. The Company has insufficient resources
to buy and implement computer or network security systems that would decrease
the likelihood of a caustic event (such as a virus) or hostile intruder from
damaging the operating platform to the point where it could not be used in the
activity of salable functions. The Company's management anticipates that the
occurrence of any one of events will have a material adverse effect on the
Company's results of operation, cash flow and liquidity.

ITEM 3.  Controls and Procedures.

         (a)      Evaluation of disclosure controls and procedures. The
                  Company's Principal Executive Officer and its Chief Accounting
                  Officer, after evaluating the effectiveness of the Company's
                  disclosure controls and procedures (as defined in Exchange Act
                  Rules 13a-14(c) and 15d-14(c)) on November 15, 2002, have
                  concluded that, as of such date, the Company's disclosure
                  controls and procedures were adequate and effective to ensure
                  that material information relating to the Company and its
                  consolidated subsidiaries would be made known to them by
                  others within those entities.

         (b)      Changes in internal controls. There were no significant
                  changes in the Company's internal controls or in other factors
                  that could significantly affect the Company's disclosure
                  controls and procedures subsequent to the date of their
                  evaluation, nor were there any significant deficiencies or
                  material weaknesses in the Company's internal controls. As a
                  result, no corrective actions were required or undertaken.


                                      -11-
<PAGE>

                          PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         Pending litigation relates primarily to accounts payable issues and the
Company believes that its account payable liabilities could materially affect
its business, results of operation or financial condition.

         On April 4, 2001, Juno Online Services, Inc. filed a complaint against
Global Technology Marketing International, LLC (GTMI), a subsidiary of the
Company, in the United States District Court for the Southern District of New
York. The complaint alleged that Juno is due more than $3,342,952 for marketing
services pursuant to an advertising agreement. On March 30, 2002, this case was
dismissed without prejudice with the right to reinstate the complaint.

         On April 19, 2002, Naviant, Inc. f/k/a eDIRECT, Inc., of Boca Raton,
Florida, filed a complaint against the Company and three employees of the
Company, two current and one former, all of whom were former employees of
Naviant. The complaint alleged that the Company and Naviant's former employees
misappropriated trade secrets, conspired to misappropriate trade secrets and
violated non-compete, non-disclosure and other agreements as a result of the
Company's employment of former Naviant employees. The case was dismissed without
prejudice.

         On July 3, 2002, Williams Software, Inc., a wholly-owned subsidiary of
the Company, was sued by a former officer who alleges that the Company violated
the severance payment terms of his employment agreement with Williams Software.
There have been accruals made in the Company's books under accrued expenses for
$102,060 pertaining to this claim.

         In addition, as of the date of this filing the Company has received
final judgments attached to its subsidiary GTMI in the aggregate amount of
$150,000, all of which remain unpaid. All of these liabilities are accounted for
as liabilities of the Company in the books of the Company in the accounts
payable section. In addition, there is another combined sum of $376,000 of
receivables claims pending in various courts. Management is negotiating with its
judgment and trade creditors for the reduction of the amounts payable and for
payments to be made on an installment basis. There can be no assurances given
that such negotiations will be successful. The Company's failure to negotiate
favorable payment terms with its judgment and trade creditors could have a
material adverse affect on the Company's continued operations.

ITEM 2.  CHANGES IN SECURITIES

         During the period from July 1, 2002 to September 30, 2002, the Company
sold restricted shares to existing shareholders in four (4) separate
transactions. On July 31, 2002, Einhundertsechsundneunzigste
Vermoegensverwaltungs GmbH ("Naxos"), a German corporation, acquired 8,400,000
shares of the Company's common stock from the Company in a private transaction
at $0.02 per share. Naxos is managed by Guenther Reibling, a Director of the
Company, and his brother, Lorenz Reibling. Naxos has advised the Company that it
funded the common stock acquisition through a loan from Guenther and Lorenz
Reibling.

                                      -12-
<PAGE>

         In August 2002, the Company issued 10,000 shares of common stock each
to three members of the Company's Board of Directors for services rendered.

         On August 28, 2002, Taurus Investment Group acquired 20,867 shares of
common stock in consideration of the conversion at $0.03 per share of a rental
payment of $626 due by the Company's wholly-owned subsidiary, Williams Software,
Inc. The indebtedness of $626 was converted to stock at a rate of $0.03 per
share. Williams sublet space from Taurus for one month.

         On September 10, 2002, Guenther and Lorenz Reibling converted $234,019
of the Company's indebtedness to them under that certain convertible promissory
note in the principal amount of $212,744 into 7,800,633 shares of common stock
at a price of $0.03 per share.

         The Company has borrowed an additional $260,000 from existing
shareholders. On September 6, 2002, Lorenz Reibling loaned the Company $130,000.
This loan bears interest at a rate of 18% and matures on December 27, 2002.
On October 1, 2002, Gunther Reibling loaned the Company $130,000. This loan
bears interest at a rate of 18% and matures on January 28, 2003. Each note
may be converted, at the option of the noteholder, into 13 million shares of
common stock of the Company, at a conversion rate of $0.01 per share, if the
notes are not repaid by their respective maturity dates. The Company does not
expect to be able to repay such notes by the maturity date.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

ITEM 5.  OTHER INFORMATION.

Change in Control of the Company

         Naxos, Taurus, Guenther and Lorenz Reibling and trusts for the benefit
of them and their families (the "Reibling Group") collectively own over 50% of
the outstanding common stock of the Company as a result of the share issuances
described in Item 2, "Changes in Securities" above. Accordingly, the Reibling
Group has the ability to control the election of the members of the board of
directors and most other matters submitted to a vote of the shareholders.

Changes in Directors and Officers

         On September 6, 2002, the Board of Directors of the Company elected
Aaron Gibitz as a Director, Chairman of the Board and Principal Executive
Officer of the Company. Mr. Gibitz was also elected to serve on the Audit
Committee. At the same meeting, Cynthia Potter Winthrop was elected Chief
Operating Officer. In addition, on September 6, 2002, James D. Baker resigned as
President of the Company. Mr. Baker remains on the Board of Directors.

                                      -13-
<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits.
                  ---------

                  99.1     Certification of Principal Executive Officer pursuant
                           to 18 U.S.C. Section 1350, as adopted pursuant to
                           Section 906 of the Sarbanes-Oxley Act of 2002

                  99.2     Certification of Principal Financial Officer pursuant
                           to 18 U.S.C. Section 1350, as adopted pursuant to
                           Section 906 of the Sarbanes-Oxley Act of 2002

         (b)      Reports on Form 8-K

                  Current Report on Form 8-K, dated September 26, 2002,
                  regarding a change in control of the Company.


                                      -14-
<PAGE>

                                   SIGNATURES

         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, thereunto duly authorized.

                                  TARGITINTERACTIVE, INC.



                                  By: /s/ Aaron Gibitz
                                      -----------------------------------------
Date:  November 19, 2002              Aaron Gibitz, Principal Executive Officer



Date:  November 19, 2002          By: /s/ Brian Richardson
                                      -----------------------------------------
                                      Brian Richardson, Senior Controller



                                      -15-
<PAGE>




                                 CERTIFICATIONS

I, Aaron Gibitz, hereby certify that:

(1)      I have reviewed this quarterly report on Form 10-QSB of
TargitInteractive, Inc.;

(2)      Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

(3)      Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

(4)      The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a)       Designed such disclosure controls and procedures to ensure
         that material information relating to the registrant, including its
         consolidated subsidiaries, is made known to them by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

         b)       Evaluated the effectiveness of the registrant's disclosure
         controls and procedures as of a date within 90 days prior to the filing
         date of this quarterly report (the "Evaluation Date"); and

         c)       Presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

(5)      The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of the board of directors (or persons fulfilling the
         equivalent functions):

         a)       All significant deficiencies in the design or operation of
         internal controls which could adversely affect the registrant's ability
         to record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

         b)       Any fraud, whether or not material, that involves management
         or other employees who have a significant role in the registrant's
         internal controls; and

(6)      The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


                                /s/ Aaron Gibitz
                                -----------------------------------------
                                Aaron Gibitz, Principal Executive Officer
                                November 19, 2002

                                      -16-
<PAGE>

I, Brian Richardson, hereby certify that:

(1)      I have reviewed this quarterly report on Form 10-QSB of
TargitInteractive, Inc.;

(2)      Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

(3)      Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

(4)      The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a)       Designed such disclosure controls and procedures to ensure
         that material information relating to the registrant, including its
         consolidated subsidiaries, is made known to them by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

         b)       Evaluated the effectiveness of the registrant's disclosure
         controls and procedures as of a date within 90 days prior to the filing
         date of this quarterly report (the "Evaluation Date"); and

         c)       Presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

(5)      The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of the board of directors (or persons fulfilling the equivalent
functions):

         a)       All significant deficiencies in the design or operation of
         internal controls which could adversely affect the registrant's ability
         to record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

         b)       Any fraud, whether or not material, that involves management
         or other employees who have a significant role in the registrant's
         internal controls; and

(6)      The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


                                      /s/ Brian Richardson
                                      -----------------------------------
                                      Brian Richardson, Senior Controller
                                      November 19, 2002

                                      -17-