SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
         ACT OF 1934

         For the Fiscal Year ended December 31, 2002

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF SECURITIES EXCHANGE
         ACT OF 1934

         For the transition period from ______ to ______

         Commission File Number: 000-27391

                             TARGITINTERACTIVE, INC.
      ---------------------------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

         Delaware                                     51-0347728
 --------------------------------            ---------------------------------
(State or Other Jurisdiction of              (IRS Employer Identification No.)
Incorporation or Organization)

155 Commerce Way, Portsmouth, NH                           03801
-----------------------------------------         ------------------------
(Address of Principal Executive Offices)                (Zip Code)

Issuer's Telephone Number:  (603) 766-8300

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.001 par value

                            ------------------------
                                (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No _____.

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ].

Issuer's revenues for its most recent fiscal year were $2,296,875.
<PAGE>

The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the average bid and asked price of the
common equity as of March 28, 2003 was $814,092.

As of March 28, 2003, the Registrant had 40,704,593 shares of common stock
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

None.

Transitional Small Business Disclosure Format

Yes ____   No __X_



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                             TARGITINTERACTIVE, INC.
                              Report on Form 10-KSB

                   For the Fiscal Year Ended December 31, 2002

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                     Part I
<S>       <C>                                                                                                   <C>

Item 1.  Description of Business..................................................................................4

Item 2.  Description of Property.................................................................................10

Item 3.  Legal Proceedings.......................................................................................10

Item 4.  Submission of Matters to a Vote of Security Holders.....................................................12

                                     Part II

Item 5.  Market for Common Equity and Related Stockholder Matters................................................12

Item 6.  Management's Discussion and Analysis or Plan of Operation...............................................17

Item 7.  Financial Statements....................................................................................20

Item 8.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure....................20

                                    Part III

Item 9.  Directors, Executive Officers, Promoters and Control Persons; Compliance with
         Section 16(a) of the Exchange Act.......................................................................21

Item 10. Executive Compensation..................................................................................23

Item 11. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters.............................................................................24

Item 12. Certain Relationships and Related Transactions..........................................................26

Item 13. Exhibits and Reports on Form 8-K........................................................................28

Item 14. Controls and Procedures.................................................................................28

Signatures.......................................................................................................29

Certifications...................................................................................................30
</TABLE>


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                                     PART I

                         ITEM 1. DESCRIPTION OF BUSINESS

Business Development

TargitInteractive, Inc. ("TargitInteractive" or the "Company") is a Delaware
corporation organized on April 22, 1993 under the name Sterling Partners Inc.
("Sterling"). During the initial years after its organization, the Company
engaged in the business of acquiring tax lien certificates of redemption from
various county governments located in Maryland.

On January 29, 1999, GourmetMarket.com, Inc., a California corporation ("GMI"),
merged with and into Sterling, with Sterling being the surviving corporation. In
connection with the merger, Sterling changed its name to GourmetMarket.com, Inc.
("GourmetMarket"). Pursuant to the merger agreement with GMI, the shareholders
of GMI received 7,421,220 shares of GourmetMarket's common stock, or
approximately 47.4% of GourmetMarket's common stock outstanding after the
merger. Also pursuant to the merger agreement, persons holding options for the
purchase of GMI common stock exchanged their options for options to purchase
2,298,780 shares of GourmetMarket's common stock. The merger agreement also gave
the GMI shareholders control of GourmetMarket's board of directors, subject to
GourmetMarket's meeting business projections to be agreed upon by the parties to
the merger. The merger agreement also provided for the resignation of
substantially all of GourmetMarket's officers and directors, who were replaced
by designated officers and directors, most of whom were then officers or
directors of GMI. GourmetMarket operated the GourmetMarket.com site from
September 1998 until January 15, 2001, when it ceased all operations of the
site.

On May 29, 2001, GourmetMarket and a wholly-owned subsidiary of GourmetMarket
entered into a merger with Global Technology Marketing International, Inc. d/b/a
TargitMail ("GTMI"), which had formerly been Global Technology Marketing
International, LLC. As a result of the merger, GTMI became a wholly-owned
subsidiary of GourmetMarket. GTMI also changed its name from GTMI to TargitMail,
Inc. ("TargitMail"). On August 8, 2001, GourmetMarket acquired Williams
Software, Inc. d/b/a FirstPop Technology ("First Pop") by a merger through a
wholly-owned subsidiary of GourmetMarket. At the same time as the First Pop
merger, GourmetMarket changed its name to TargitInteractive, Inc.

TargitMail was founded on April 24, 1998 with the mission of expanding online
marketing and becoming the leading provider of permission-based e-mail marketing
services to businesses. TargitMail aggregated into one unified database the
e-mail addresses of approximately 27 million people who had granted permission
to send them e-mail advertisements. Customers included Microsoft, General
Motors, Xerox, Kraft Foods and other major corporations. During 1999 and 2000
TargitMail received $18 million of private capital in the form of equity, debt,
preferred stock and credit guarantees.

FirstPop was formed in 1999 to pioneer "Instant Windows" technology for
time-specific delivery of interactive marketing campaigns. First Pop developed
an Instant Windows message delivery system platform for use by corporate clients
for designing and delivering marketing campaigns on the Internet. First Pop
built a proprietary database of approximately 300,000 subscribers and raised
$1.4 million from individual investors.

Business of Issuer

TargitInteractive is an Interactive Marketing Services Provider ("IMSP") that
provides technologies for interactive marketing solutions and features
proprietary technology for the delivery of rich media marketing messages

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directly to an e-mail box and/or to the desktop. Transmissions are sent to
permission-based subscriber addresses provided by third party owners of address
lists.

The Company's product line has three main components:

     1.   Strategic interactive marketing message delivery;

     2.   List management services; and

     3.   Design of interactive marketing campaigns.

Interactive Marketing Message Delivery

As its primary product, TargitInteractive provides a mechanism for the delivery
of marketing messages. Using proprietary technology, the Company is able to
deliver interactive marketing messages via e-mail or directly to the computer
desktop in virtually any format currently broadcast over the Internet.
Practically, this means the Company can deliver ads in text, audio, hypertext
markup language ("HTML"), FLASH(TM)-based animation and streaming media.
Marketing messages can be broadcast to either the TargitInteractive database or
to a client's proprietary database. The Company also provides real-time,
web-based tracking for every marketing campaign.

The primary market for the Company's messaging services are advertising
agencies, direct marketing firms and corporate marketing groups. Since
inception, substantially all of our revenue has been derived from delivering
e-mail campaigns. We offer e-mails from a limited amount of database partners
primarily priced on a cost per e-mails (CPM) delivered basis. We also offer
direct marketing programs, which may be priced on a cost per action (CPA) basis
such as cost for each new user, registration, purchase or opening of e-mail.

List Management Services

TargitInteractive provides two basic list management services. The first is a
full hosting service where the Company hosts a private or proprietary database,
cleans (i.e., removes undeliverable or dead addresses) and maintains the data,
updates the list with new members and processes "opt-outs." Each client is
provided with a web-based interface through which they can monitor list
activity. List members have access to a similar tool, where they can update
their profiles or opt-out of the list. The Company provides internal mailing and
tracking as part of this service. Because these lists are private, this is a
closed system - only the list owner may send messages to these databases.

TargitInteractive also offers an "open" system that adds a revenue component to
the basic list management model. As noted above, the Company hosts and maintains
the list. However, the list owner also enters into a revenue sharing agreement
with the Company, whereby the Company will share advertising revenue generated
by sending commercial messages to the list owner's database. The Company defines
this as an open system because companies other than the list owner may use
TargitInteractive to send messages to the database.

Regardless of the type of list management model, the Company partners with
sources whose data is verifiably opt-in. We rigorously review any potential
partners' privacy policy, terms of service and opt-in/opt-out requirements to
ensure that we partner only with those data sources that meet our privacy and
permission standards.

TargitInteractive maintains a wide variety of information on each subscriber in
its database. Consumer profiles typically contain general demographics,
psychographics, general interest and lifestyle information. Business profiles
typically include industry, size (employee count), location and department
detail. The Company also maintains specialty data, which includes information
such as interests, hobbies, and activities, but in greater detail than the
general profile.

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The market for the Company's list management services varies by need. Any
company that collects consumer data for the purpose of future communications is
a potential client for our basic list hosting services. In most cases these
agreements are exclusive - the client uses a single company to manage its list.

Our revenue partners consist mainly of ESPs (E-mail Service Providers), ISPs
(Internet Service Providers), website operators and other list owners. In most
cases, our revenue sharing partners are operating an Internet-based service that
is fully or partially advertising supported. Exclusivity varies by partner, with
most having several messaging partners.

Design of Interactive Marketing Campaigns

The design component of an interactive campaign has two elements. The first is
the strategy behind the campaign. The Company provides strategy support to its
clients, helping them develop marketing campaigns focused on their overall
marketing objective: customer acquisition, customer retention or product
advocacy. The other element is the development of the message itself.
TargitInteractive provides creative services to support corporate clients
without creative resources or to client advertising agencies in need of
additional creative resources. The market for our campaign design services
consists exclusively of our messaging clients.

eTOM

The backbone to the Company's service is the Electronic Targeted Opt-In
Messaging ("eTOM") software. The Company's messaging capabilities are powered by
the eTOM system, a robust software application that performs all of the
back-office functions related to preparing and delivering messaging campaigns.
Through multiple web-based interfaces, eTOM supports multiple specific user
needs, as follows:

1. Database Management

On the front-end, eTOM collects, manages, and maintains the data on all
TargitInteractive subscribers, automatically adding new subscriber data,
deleting undeliverable addresses, and performing other data maintenance.
Additionally, eTOM provides our database partners with a private web-based
interface through which they can control all aspects of their accounts (number
of e-mails sent, content restrictions, etc.). eTOM also provides real-time
automated accounting functions and is capable of supporting dynamic data
enhancement. The eTOM database platform is scalable to allow turnkey list
management services, keeping this data separate from the main TargitInteractive
database.

2. Campaign Management

eTOM provides all the necessary tools to prepare and deliver electronic
advertising campaigns. eTOM manages multiple queries, using any combination of
demographic selects, builds the ad creative, and delivers the ads. eTOM supports
text, audio, HTML, streaming media and FLASH-based content. eTOM is scalable to
support multiple private-label interfaces as well.

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3. Client Interface

eTOM supports multiple customer-oriented functions. eTOM's tracking agent
provides a full range of data to aid in campaign evaluation, including number of
ads sent, number of ads opened and the click-through rates, link-to-link
comparisons and tracking of forwarded messages.

4. Subscriber Support

The key to any opt-in marketing system is managing the consent mechanism and
subscriber data. All TargitInteractive subscribers can access their data via a
private subscriber interface hosted by eTOM. Through this interface, subscribers
can review their profile data, make changes, and opt-out of all or part of the
TargitInteractive program.

5. Administration

eTOM supports full administrative functions, enabling us to monitor an
individual database, campaign, or subscriber activity, perform maintenance on
the system and build various reports on system performance. eTOM operates on a
Microsoft Windows NT-based platform and is built around TargitInteractive's
Automated E-Mail Delivery System (AEMDS). eTOM is written in C++, TCP/IP and
Java and is designed on Microsoft Message Queuing and Sequel Server technology
for full scalability. eTOM uses XML technology to move information between
partner databases and AEMDS.

Distribution

TargitInteractive employs direct sales and telesales methods to locate both
advertising clients and database partners. The Company's products and services
are delivered by electronic transmission.

Status of Recent Product Announcements

On Jan. 22, 2002, TargitInteractive received certification of its e-mail systems
by ABC Interactive ("ABCi"), the industry's premier online activity auditor.
ABCi's certification confirmed that the e-mail marketing campaign delivered by
the Company has performed as specified.

The ABCi e-mail verification audit used uniform processing and reporting
standards to verify the internal systems used to create e-mail lists and deliver
messages. In their initial audit, ABCi conducted an examination of the Company's
list creation and message delivery systems, a review of all log transmission
activity, and validated the Company's procedures and system, including internal
process controls. Random follow-up audits tested ongoing system integrity. The
purpose of the audit was to give advertisers added confidence that
TargitInteractive is capable of executing, accurately reporting on and meeting
the contractual requirements of the e-mail campaigns it delivers. In November of
2002, the Audit Bureau of Circulation announced that it would cease its e-mail
verification audit program. As a result, ABCi will no longer perform e-mail
verification audits of the Company's systems.

Competitive Business Conditions

TargitInteractive has positioned itself as a full service interactive marketing
services provider. The Company has focused on Fortune 1000 type companies and
the agencies that represent them. The majority of our revenue comes from
acquisition e-mail marketing. However, we have several list management customers
as well.

The permission-based e-mail market is highly fragmented and highly competitive.
With the wide availability of mailing lists and inexpensive mass mailing
software, there are few barriers to entry into the market. While management

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believes that no vendor offers the breadth of functionality of the Company's
services, many vendors offer solutions that are competitive with some aspect of
our services.

Though there are potentially thousands of competitors that complete with the
Company in one way or another, the Company has identified
NetCreations/PostMasterDirect and YesMail as primary competitors in the
full-service e-mail market.

1. NetCreations/PostMasterDirect

NetCreations/PostMasterDirect (which is a subsidiary of the Italian ISP and
multimedia conglomerate SEAT Pagine Gialle) is based in New York, NY and is
among the oldest vendors in the market, having been founded in 1996. They have
partnered with over 500 data sources to develop a total database approaching 40
million subscribers, including a business-to-business database of 13 million
subscribers. Their e-mail technology is similar to that of the Company and they
offer many of the same services, including list management. They provide an
online ordering system that the Company does not. NetCreations/PostMasterDirect
maintains a large sales force located across the country and aggressively
markets its services.

2. YesMail

Until recently, YesMail was a subsidiary of CMGI, Inc. operating out of Chicago.
While impacted by the financial difficulties of parent CMGI, Inc. they remained
a strong competitor. In 2002 they completed a shift in business focus to iCRM
(list management) but still maintain a sizeable acquisition e-mail business.
Their technology is similar to the Company's and they offer many of the same
services. Their database is of comparable size to that of the Company,
approaching 30 million subscribers. On March 3, 2003, InfoUSA, an Omaha, NE
based database marketing company, announced plans to acquire YesMail. The
acquisition should alleviate YesMail's financial concerns and will significantly
alter the competitive landscape. When YesMail is combined with InfoUSA's
existing e-mail resources, including another recently acquired e-mail marketing
service provider, ClickAction; InfoUSA will represent a significant share of the
e-mail market and should be able to realize significant economies of scale.
Prior to the merger, YesMail maintained sales offices in New York, Boston, Los
Angeles, and San Francisco. They also aggressively marketed their product via
advertising and an active sales force. It is unclear at this time how the
acquisition will impact their future marketing or the number and location of
their sales offices.

As the scope and nature of the Company's services evolve, we may face greater
competition from a number of other media companies across a wide range of
different interactive services, including in vertical markets where competitors
have clear advantages in expertise, brand recognition and other factors. There
are several companies that offer competitive products or services or advertising
networks, including DoubleClick, 24/7 Media and Engage Technologies. Our
business may also encounter competition from providers of advertising inventory
and database management products and related services, including DoubleClick,
Digital Impact, and Engage Technologies. In addition, we may face potential
competition from a number of large Internet publishers and Web search engine
companies, such as America Online, MSN and Yahoo! We also compete with
television, radio, cable and print for a share of the overall advertising
budgets of marketers.

Database Summary and Partners

TargitInteractive maintains a consumer database of millions of active
subscribers. This database is assembled through partnerships with leading with
ESPs, ISPs, select website operators and other list owners. We have formal
partnership agreements with dozens of list owners and we are continually

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reviewing new partnership opportunities. From time to time, we also partner with
third party data sources on a campaign-by-campaign basis.

In the current marketplace, there are more partnership opportunities than we can
pursue. To date, we have pursued a highly selective partnering strategy where we
partner only with list owners that meet our privacy and permission standards.
Future partnership opportunities will hinge on our prospective partners' ability
to meet our list standards and willingness to agree to our revenue share terms,
and our ability to satisfy their revenue needs.

Customer Make-up

The Company has a diverse customer base consisting of advertising agencies,
direct marketers and corporations. In 2002, we conducted business with over 150
different customers with none representing more than 10% of total revenue.
Similarly, we are not overly dependent on a single industry or category of
business.

However, we believe that our business is subject to seasonal fluctuations.
Marketers generally place fewer advertisements during the first and early third
calendar quarters of each year, and generally mail substantially more in the
late third and fourth calendar quarters of each year. Additionally, user traffic
on the Internet tends to decrease during the summer months resulting in fewer
advertisements to sell and deliver. Finally, expenditures by advertisers and
direct marketers vary in cycles and tend to reflect the overall economic
conditions, as well as budgeting and buying patterns.

Patents

Patent applications were filed for the eTOM system by the Company's affiliate
TargitMail at the beginning of 2001 with the U.S. Patent and Trademark Office
and through the foreign PCT system. However, the Company is present reviewing
the value of further prosecuting these applications.

Government Approvals

Aside from existing and potential governmental regulations discussed below in
"Government Regulations", the Company is not subject to any government
approvals.

Government Regulations

The laws governing Internet communications, commerce and advertising remain
largely unsettled. The United States currently has enacted Internet laws
regarding children's privacy, copyright and taxation. There are a number of
state laws governing Internet communication and advertising. There is additional
legislation being considered at both the Federal and state level regarding
unsolicited commercial e-mail, sometimes called SPAM or UCE . With the continued
growth and development of the market for Internet commerce, management expects
more stringent consumer protection laws will be enacted that may impose
additional burdens on companies conducting business over the Internet. Consumer
privacy and SPAM are the two areas of likely future legislation that have the
greatest potential to impact the Company, as follows:

1. Unsolicited Commercial E-mail (SPAM or UCE)

There is growing concern among consumers, consumer activists and Internet
service providers over the growing amount of unwanted or unsolicited commercial
e-mail (commonly referred to as UCE or SPAM), which has spawned growing interest
in finding a regulatory solution to this problem. There are currently a number
of state laws governing Internet communication and advertising. There is also

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legislation being considered at both the Federal and state level regarding
unsolicited commercial e-mail. We currently adhere to strict opt-in standards
via our agreements with our data partners. We believe we are also are in
compliance with currently existing state regulations regarding e-mail
advertising. However, should future regulations alter the accepted definition of
permission or further restrict commercial e-mail, our business could be severely
affected.

2. Privacy

Our technology collects and utilizes data derived from user activity as well as
from user-completed profiles. Our network enables the use of personal profiles,
in addition to other mechanisms, to deliver targeted marketing materials, to
help compile demographic information and to limit the frequency with which an
advertisement is shown to the user. Currently, we meet or exceed industry
standards for the use, handling and protecting of personally identifiable
information. However, some commentators, privacy advocates and governmental
bodies have suggested further limiting or eliminating the use of personal
profiles for advertising. The European Union has adopted a directive addressing
data privacy that limits the collection and use of user information. The
effectiveness of our technology and the success of our business could be
significantly limited by any reduction or limitation in the use of personal
profiles.

Research and Development

Currently, the Company is not involved with any research and development of new
products. From time to time, we do upgrade our existing software to add
functionality or to enable a smoother interface with a client, but currently we
have no new products under development.

Compliance with Environmental Laws

The Company currently is not affected by any known environmental laws.

Company Size

As of December 31, 2002, the Company had 6 employees, four full-time and two
part-time. From time to time, the Company also uses contractors, free-lance
personnel, and other temporary part-time workers.

ITEM 2.  DESCRIPTION OF PROPERTY

The Company operates out of a modern 11,364 square foot leased facility in
Portsmouth, New Hampshire and pays $5,333.34 per month in rent. Over the five
year term of lease the base rent will increase to $7,727.52 in the second year,
$7,888.51 in the third year, $8,049.50 in the forth year and $8,210.49 in the
fifth year. The Company is working with the landlord to sub-lease unused space.
The lease expires in 2007.

ITEM 3.  LEGAL PROCEEDINGS

The Company and subsidiaries are defendants in a number of pending legal
proceedings as described below. The majority of the proceedings relate to
accounts payable issues due to the Company's financial condition. The Company
has been working to settle these matters, but there is no certainty that it will
be successful in doing so. The Company's inability to settle these matters
favorably may materially affect its business, results of operation or financial
condition.

On July 3, 2002, Williams Software, Inc., a wholly-owned subsidiary of the
Company, was sued in a Florida County Court by a former officer, William DeLisi,

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who alleged that the Company violated the severance payment terms of his
employment agreement with Williams Software. Relief in the amount of $102,060 is
sought pertaining to this claim.

On March 6, 2002 a complaint was filed in the Superior Court of Los Angeles
County, California by Bigmailbox.com, Inc. against TargitInteractive, Inc. and
Subsidiaries for alleged non-payment of databases supplied to the Company. On
November 26, 2002 Plaintiff filed a Request for Clerk's Judgment in the amount
of $105,649.73.

On December 11, 2002 a Complaint was filed with the Commonwealth of
Massachusetts, District Court Department, Lawrence Division by Pan
Communications, Inc. against TargitInteractive, Inc. Plaintiff claims breach of
the terms of a Public Relations Agreement by failing to pay for services
rendered in the amount of $19,909.15. On January 27, 2003 an Entry of Default
was filed.

On March 28, 2002 a Writ of Summons was filed with the State of New Hampshire
Superior Court in Rockingham County by Imagine Media Inc. against GTMI d/b/a
TargitMail.com. Plaintiff claims $65,266.80 worth of advertising in Business 2.0
has not been paid. On July 10, 2002, Notice of Final Default was entered. On
March 19, 2003 documents required for entry of final judgment where filed.

On January 2, 2002 a Writ of Summons was filed with the State of New Hampshire
Superior Court in Rockingham County by INT/Metro Group f/k/a Internet.com
Corporation against GTMI d/b/a TargitMail.com. Plaintiff claims $39,266.97 worth
of advertising and trade shows have not been paid. On July 24, 2002 a Writ of
Execution in the amount of $38,829.57 was filed.

On October 1, 2002 a Writ of Summons was filed with the State of New Hampshire
Superior Court in Rockingham County by Options Newsletter, Inc. against GTMI
d/b/a TargitMail.com. Plaintiff claims the amount of $25,736.06 for use of their
database has not been paid. On November 5, 2002 a Petition to Attach with Notice
was filed. The Court has set a structuring conference on April 24, 2003.

On April 10, 2002 a Notice of Final Default was filed with the State of New
Hampshire Superior Court in Rockingham County by Broadview International, LLC
against GTMI d/b/a TargitMail.com. Plaintiff claims payments in the amount of
$24,931.31 for Consulting Services were not paid. On January 13, 2003 a Writ of
Attachment and Trustee Process was filed.

On September 19, 2002 a Writ of Summons was filed with the State of New
Hampshire Superior Court in Rockingham County by VNU Business Media, Inc. dba
ADWEEK vs. GTMI. Plaintiff claims payments in the amount of $185,373.50 for
advertising in ADWEEK were not paid. On November 21, 2002 a Notice of Final
Default was filed. The Court has set a structuring conference on April 24, 2003.

On June 5, 2001, a Writ of Summons was filed with the State of New Hampshire
Superior Court in Rockingham County by Media Planet, Inc. against GTMI. A
judgment in the amount of $15,366.11 for breach of contract has been entered.

On September 4, 2001, a Writ of Summons was filed with the State of New
Hampshire Superior Court in Rockingham County by Ziff Davis Media against GTMI
d/b/a TargitMail.com for breach of contract. The parties have agreed to a

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settlement in the amount of $4,887.45 payable over twelve months. In the event
of a default in the settlement payments, the Company will be liable for a
judgment in the amount of $27,152.50

On September 4, 2001, a Writ of Summons was filed with the State of New
Hampshire Superior Court in Rockingham County by Penton Media, Inc. against GTMI
d/b/a TargitMail.com for breach of contract and seeking damages of $51,981.84.
The case is scheduled for trial beginning June 23, 2003.

All of these liabilities are accounted for as liabilities in the books of the
Company in the accounts payable section. 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 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

During the fourth quarter of the fiscal year covered by this report, no matters
were submitted to a vote of security holders of the Company, through the
solicitation of proxies or otherwise.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

The Company's common stock is currently traded on the NASD OTC Bulletin Board
under the symbol "TGIT". The following table sets forth the high and low closing
bid prices for the common stock, as reported by OTC Bulletin Board.

                                                   Bid Prices

         Period                               High                Low

Quarter Ended March 31, 2001                  0.09                0.05
Quarter Ended June 30, 2001                   0.24                0.04
Quarter Ended September 30, 2001              0.60                0.01
Quarter Ended December 31, 2001               1.01                0.30
Quarter Ended March 31, 2002                  0.44                0.16
Quarter Ended June 30, 2002                   0.20                0.04
Quarter Ended September 30, 2002              0.14                0.01
Quarter Ended December 31, 2002               0.03                0.02

The above table reflects pricing following the Company's 1:30 common stock split
on August 9, 2001.

Such quotations reflect inter-dealer prices, without retail mark-up, mark-down
or commission. Such quotes are not necessarily representative of actual
transactions or of the value of the Company's securities, and are in all
likelihood not based upon any recognized criteria of securities valuation as
used in the investment banking community.

The Company has been advised that eight member firms of the NASD are currently
acting as market makers for the common stock. There is no assurance that an
active trading market will develop which will provide liquidity for the
Company's existing shareholders or for persons who may acquire common stock
through the exercise of options or warrants.

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Securities Holders

As of March 28, 2003, there were 178 holders of record of the Company's common
stock. Certain of the shares of common stock are held in "street" name and may,
therefore, be held by several beneficial owners.

As of March 28, 2003, there were 40,704,593 shares of common stock issued. Of
those shares 38,639,439 shares are "restricted" securities of the Company within
the meaning of Rule 144(a)(3) promulgated under the Securities Act of 1933, as
amended, because such shares were issued and sold by the Company in private
transactions not involving a public offering.

In general, under Rule 144, as currently in effect, subject to the satisfaction
of certain other conditions, a person, including an affiliate of the Company (in
general, a person who has a control relationship with the company) who has owned
restricted securities of common stock beneficially for at least one year is
entitled to sell, within any three-month period, that number of shares of a
class of securities that does not exceed the greater of (i) one percent (1%) of
the shares of that class then outstanding or, if the common stock is quoted on
NASDAQ, (ii) the average weekly trading volume of that class during the four
calendar weeks preceding such sale. A person who has not been an affiliate of
the company for at least the three months immediately preceding the sale and has
beneficially owned shares of common stock for at least two (2) years is entitled
to sell such shares under Rule 144 without regard to any of the limitations
described above.

No prediction can be made as to the effect, if any, that future sales of shares
of common stock or the availability of common stock for future sale will have on
the market price of the common stock prevailing from time to time. Sales of
substantial amounts of common stock on the public market could adversely affect
the prevailing market price of the common stock.

Dividends

The Company has not paid a cash dividend on its common stock for the last two
fiscal years or in any subsequent period for which financial information is
required. The payment of dividends may be made at the discretion of the Board of
Directors of the Company and will depend upon, among other things, the Company's
operations, its capital requirements, and its overall financial condition. The
Company does not expect to pay dividends for the foreseeable future.

Securities Authorized for Issuance under Equity Compensation Plans

                                       13
<PAGE>

The following table sets forth information regarding the Company's equity
compensation plans.
<TABLE>
<CAPTION>

                                            Equity Compensation Plan Information

          Plan category                Number of securities to       Weighted average        Number of securities
                                       be issued upon exercise      exercise price of      remaining available for
                                       of outstanding options,     outstanding options,        future issuance
                                         warrants and rights       warrants and rights

<S>                                                       <C>                       <C>                        <C>
Equity compensation plans                                 0                         0                          0
approved by security holders

Equity compensation plans not
approved by security holders

 Employee Stock Option Plan 1 (1)                    600,000                    $0.020                   411,550


           Board Compensation for                    137,500                    $0.040                         0
 Services rendered to Company (2)


                      David Smith                     89,167                    $0.010                         0
              Share of Management
      Incentive Compensation from
       close of FirstPop deal (3)

                      David Smith                     48,462                    $0.010                         0
          Equity Compensation for
            Services Rendered (4)

                      James Baker                    415,367                    $0.110                   922,004
              Share of Management
      Incentive Compensation from
       close of FirstPop deal (5)

              Equity Compensation                     36,853                    $0.010                         0
       in Lieu of Rent - 2002 (6)


               Board Compensation                     30,000                    $0.120                        0
             (Annual Stipend) (7)

Total                                              1,333,554                    $0.023                   411,550
</TABLE>

Notes to above table:

(1)  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. (See Note 12: Stock-based Compensation in the Auditor's Report).

(2)  In June 2002, the Directors of the Company approved the issuance of 137,500
     shares of common stock to certain of the then-current shareholders for
     services provided to the Company at $.04 per share. (See Note 13: Other
     Common Stock Transactions in the Auditor's Report).

(3)  and (4) On February 5, 2002, David M. Smith resigned his position as
     Executive Vice President. Pursuant to a management agreement, of the
     525,000 shares allocated to him as an officer that were to vest over three
     years, he received 89,167 of such shares and the remaining 387,371 shares
     were allocated to another officer party to the management agreement. In
     addition, Mr. Smith was issued 48,462 shares for services rendered with an
     exercise price of $.01 per share. (See Note 13: Other Common Stock
     Transactions in the Auditor's Report).

(5)  On September 6, 2002, James Baker resigned as President and Chairman of the
     Company. Pursuant to the management agreement, of the shares allocated to
     him as an officer that were to vest over three years, he received 415,367
     of such shares with an excise price of $.01 per share. The remaining
     922,004 shares available for vesting under the management agreement remain
     undistributed by the Company.

(6)  The Company rented an office in Deerfield Beach, Florida on a
     month-to-month basis from Taurus Investment Group ("Taurus") for $300 per
     month. 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 year ended December 31, 2002. The market price of the common stock
     for the period was between $.04 and $.35 per share. (See Note 13: Other
     Common Stock Transactions in the Auditor's Report).

(7)  In August 2002, the Company issued 10,000 shares of common stock to each of
     the three outside members of its Board of Directors for services rendered
     at $0.12 per share. (See Note 13: Other Common Stock Transactions in the
     Auditor's Report).

                                       14
<PAGE>

Securities Sold by the Company

The following is a list of the Company's unregistered securities sold during the
past 3 years. The Company believes that all of these transactions were
non-public sales exempt from registration under the Securities Act of 1933.

1. On September 30, 2000, the Company issued 5,000,000 shares of redeemable and
convertible preferred stock in exchange for the membership interests of two
members of the limited liability company that was the predecessor to Global
Technology Marketing International, Inc. ("GTMI").

2. Effective May 29, 2001, the Company consummated a merger with GTMI. The
merger was accounted for as a reverse merger into a public shell. Accordingly,
the acquisition was treated as an acquisition of TargitInteractive, Inc. by GTMI
and as a recapitalization of GTMI. As a result, the Company recorded an
additional 1,778,784 shares of common stock. Pursuant to the merger, the Company
issued two $200,000 5% Convertible Notes. The notes were converted on August 15,
2001 into 10,400,000 shares of common stock of the Company. (See Note 4: Global
Technology Marketing International, Inc. Acquisition in the Auditor's Report).

3. Effective July 27, 2001, the Company consummated a merger with Williams
Software, Inc. d/b/a FirstPop Technologies, Inc. ("FirstPop"). FirstPop
shareholders received a total of 7,045,000 shares consisting of 6,745,000 shares
of common stock on the conversion of a $300,000 note, plus 300,000 incentive
shares of common stock. (See Note 5: Williams Software, Inc. Acquisition in
Auditor's Report).

4. On July 27, 2001, the Company issued 1,575,000 shares of common stock to
three officers of FirstPop, subject to the provision of management services by
these officers to the Company over the following thirty-six months. (See Note
12: Stock-based Compensation in the Auditor's Report).

5. On July 27, 2001, the Company issued 1,275,000 shares of common stock to MCG
Partners, Inc. in consideration of investment banking services provided. (See
Note 13: Other Common Stock Transactions in the Auditor's Report).

6. On July 27, 2001, the Company issued 200,000 shares of common stock to a
related party for the conversion of a $60,464 note payable and related interest.
(See Note 13: Other Common Stock Transactions in the Auditor's Report).

7. On October 19, 2001, the Chairman and Chief Executive Officer of the Company
resigned. Pursuant to the management agreement noted in item 4 of this list, he
received 100,000 shares. In addition, he was issued 66,141 shares for services
rendered. (See Note 12: Stock-based Compensation in the Auditor's Report).

8. In October 2001, the Company issued 50,000 shares of common stock to the
landlord of the Company's New Hampshire facility for a reduction in the monthly
lease payment for the term of the existing lease (which expired on December 31,
2002) and through the term of a new lease (which expires in 2007). (See Note 13:
Other Common Stock Transactions in the Auditor's Report).

9. From June 2001 through September 2002, the Company rented an office in
Deerfield Beach, Florida on a month-to-month basis. The rental payment was $300
per month. The landlord, Taurus Investment Group (an entity controlled by two of
the Company's controlling shareholders), agreed to accept the rental payment in
stock of the Company starting in June 2001. During 2001, the Company issued
4,781 shares of common stock to the Landlord in lieu of the rent. (See Note 13:
Other Common Stock Transactions in the Auditor's Report).

                                       15
<PAGE>

10. In December 2001, the Company sold 499,900 shares of common stock to current
shareholders. (See Note 13: Other Common Stock Transactions in the Auditor's
Report).

11. On December 10, 2001, the Company granted 100,000 five-year options with an
exercise price of $.01 per share to the Vice Chairman of the Company for
services rendered. (See Note 12: Stock-based Compensation in the Auditor's
Report).

12. On December 10, 2001, the Company issued its outside directors a total of
30,000 shares of common stock for services rendered. (See Note 13: Other Common
Stock Transactions in the Auditor's Report).

13. In February 2002, the Company sold 1,000,000 shares of common stock to
certain of its then-current shareholders for $125,000. (See Note 13: Other
Common Stock Transactions in the Auditor's Report).

14. In February 2002, the Company received $15,000 by loan from a shareholder,
which was later converted into 375,000 shares of common stock in June 2002. (See
Note 13: Other Common Stock Transactions in the Auditor's Report).

15. On February 5, 2002, the Executive Vice President of the Company resigned.
Pursuant to the management agreement noted in item 4 of this list, he received
89,167 shares of common stock. In addition, he was issued 48,462 shares for
services rendered. (See Note 13: Other Common Stock Transactions in the
Auditor's Report).

16. In June 2002, the Company issued 137,500 shares of common stock to certain
of its then-current shareholders for services provided to the Company. (See Note
13: Other Common Stock Transactions in the Auditor's Report).

17. In July 2002, the Company received $200,000 from an existing shareholder in
consideration of the issuance of 8,400,000 shares of common stock. (See Note 13:
Other Common Stock Transactions in the Auditor's Report).

18. 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. (See Note 13:
Other Common Stock Transactions in the Auditor's Report).

19. On September 6, 2002, the President and Chairman of the Company resigned.
Pursuant to the management agreement noted in item 4 of this list, he received
415,367 shares of common stock.

20. 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. (See Note 13: Other Common Stock Transactions in the
Auditor's Report).

21. From June 2001 through September 2002, the Company rented an office in
Deerfield Beach, Florida on a month-to-month basis. The rental payment was $300
per month. The landlord, Taurus Investment Group (an entity controlled by two of
the Company's controlling shareholders), agreed to accept the rental payment in
stock of the Company starting in June 2001. During 2002, the Company issued
36,853 shares of common stock to the Landlord in lieu of the rent. (See Note 13:
Other Common Stock Transactions in the Auditor's Report).

                                       16
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

You should read the following discussion of our financial condition and results
of operations together with the financial statements and the notes to financial
statements included elsewhere in this report. This discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those anticipated in these
forward-looking statements. References herein to "we," "our" and "us" refer to
TargitInteractive, Inc.

As shown in the accompanying consolidated financial statements, the Company has
incurred recurring losses, 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
satellite office.

On November 22, 2002, the Company laid off 12 staff members at its New Hampshire
office. The management of the Company determined that this step was necessary
due to inadequate cash flow from operations and a lack of additional sources of
equity or investment at that time. All Company departments, including sales,
marketing, technical/engineering, finance, administration and executive
management were impacted by the lay-off.

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 historically has paid 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. Starting in the fourth quarter of 2002 and continuing in the first
quarter of 2003, the Company has successfully negotiated with several key vendor
suppliers to reduce the cost structure to 30%-40% of revenues generated. These
new agreements include supplier performance minimums that reduce the percentages
further if these minimums are not met.

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 which 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%.

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.

                                       17
<PAGE>

Results of Operation - Year Ended December 31, 2002 and 2001

Revenues decreased 51.3% to $2,296,875 for the year ended December 31, 2002 from
$4,712,611 for the year ended December 31, 2001. The decrease was due in part to
several factors. The reduction in personnel and marketing/advertising continued
from 2001 into 2002. The Company's effort to bolster sales by opening a Florida
satellite sales office was unsuccessful and had the added impact of diverting
New Hampshire financial and human resources. The Florida satellite office made
negligible contributions to revenue and was closed in September of 2002. Other
negative factors included stagnant general economic conditions and a depressed
advertising marketplace, which continued through 2002. As also occurred in 2001,
the Company experienced significant customer turnover in 2002; over 50% of our
top 50 customers in 2001 made no purchases of services from the Company in 2002
due to reduced budgets, closures or other financial difficulties. Our top 20
clients during 2001 spent $2.1 million less in 2002 with our largest client
during 2001 spending $337,000 less, a drop of 54%. Viewed another way, more than
half of our top 20 customers during 2001 spent less than $5,000 in 2002,
accounting for a drop in revenue of nearly $1.5 million. Finally, the Company
generated over $1 million less revenue from cost-per-action (CPA) business in
2002 than in 2001 due to a general depression in the CPA market.

Cost of Sales was $1,193,940 for the year ended December 31, 2002 and $2,371,670
million for the year ended December 31, 2001 a decrease of 49.7%. The reduction
is directly attributable to the decrease in sales. During 2001 and 2002, the
average revenue share remained 50%. The revenue share is the main component of
the cost of sales and accounts for 98% of the decrease in cost of sales.

Payroll expense decreased 33.2% to $1,778,932 for the year ending December 31,
2002 from $2,663,091 for the year ending December 31, 2001. This decrease
resulted primarily from the continued reduction in staff. Wages decreased by
nearly $800,000 while benefit expenses fell $92,742. The remaining reduction
comes from a combined decrease in payroll taxes of $67,306 and commissions,
which were down $34,693 or 14% versus 2001. The full impact from the Company's
November 2002 lay-off of 12 employees will be recognized in fiscal year 2003.

General and Administrative cost dropped 59.9% to $1,365,553 for the year ending
December 31, 2002 from $3,406,922 for the year ending December 31, 2001. The
primary source of the reduction is a significant decrease in consulting fees,
which were down $886,029 or 91% versus 2001. Similarly, bad debt was reduced
significantly in 2002 as compared to 2002, with a reduction of $672,320.
Depreciation and Amortization decreased $222,555, further reducing general and
administrative costs. The Company was able to greatly reduce legal and
accounting fees in 2002 as well, cutting $156,197 from 2001 expenses. Legal and
accounting expenses had been significant in 2001 due to the TargitMail and
FirstPop acquisitions. Finally, marketing expenses continued to decrease, with
2002 expenses down $53,943 from 2001.

Net loss for the year ending December 31, 2002 was $1,280,773 compared to a net
loss of $4,515,192 for the year ended December 31, 2001, or a reduction in loss
of 71.6%. $1,687,522 of the reduction is tied directly to the loss from
operations explained above. Additionally, a reduction in losses from operations
of $819,968 is due to a decrease in interest expense and a further $1,607,879
decrease coming from a gain on settlement of accounts payable, with $1,114,770
of the gain coming from the settlement of a lawsuit with Juno Online Services,
Inc. described in the Company's last quarterly report on Form 10-Q. These
reductions were offset by an increase of $832,463 from impairment of intangible
assets and $48,487 in gain on disposal of assets. Fiscal year 2002 showed a net
gain of $36,400 versus a loss of $12,087 in 2001.

While impairment of intangible assets and gain on settlement of accounts payable
significantly impacted the Company's financial status for 2002, management does
not believe that these factors will have similar significant impact in the
future, as they do not arise in continuing operations.

                                       18
<PAGE>

Liquidity and Capital Resources

The cash used in operating activities for the year ended December 31, 2002 of
$851,456, resulting from a loss of $1,280,773, was increased by non-cash
adjustments of $127,959 and a net change in assets and liabilities of $557,276.
The Company had negative working capital of $3,726,249 at December 31, 2002.
Accounts payable of $3,775,333 accounted for a majority of the negative working
capital, which the Company has and is continuing to negotiate concessions from
its trade creditors. For the year ended December 31, 2002, the Company realized
a gain on settlement of accounts payable of $1,711,683.

Net cash used by investing activities was $38,191, consisting of cash of $11,427
acquired from sales of Property & Equipment and $49,618 used for purchase of
Property & Equipment. Net cash provided by financing activities was $795,259.
Proceeds from notes payable to a shareholder of $472,744 and a sale of common
stock for $340,000 provided the bulk of the cash.

As shown in the accompanying 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 initiatives
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 and or settle a significant portion
of its debt it may need to modify its growth and operating plans, or even be
forced to terminate operations completely. The accompanying 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.

Critical Accounting Policies

In Financial Reporting Release No. 60, the U.S. Securities and Exchange
Commission encourages all companies to include a discussion of critical
accounting policies or methods used in the preparation of financial statements.
Our consolidated financial statements include a summary of the significant
accounting policies and methods used in the preparation of our consolidated
financial statements.

Management believes the following critical accounting policies affect the
significant judgments and estimates used in the preparation of the financial
statements.

Revenue Recognition

Revenues are recognized when the advertising campaign is transmitted to the
recipient. Costs of revenues are primarily the costs of databases, which consist
of recipient names.

Use of Estimates

Management's discussion and analysis of financial condition and results of
operations is based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires

                                       19
<PAGE>

management to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues, and expenses, and related disclosure of
contingent assets and liabilities. On an ongoing basis, management evaluates
these estimates, including those related to allowances for doubtful accounts
receivable and the carrying value of inventories and long-lived assets.
Management bases these estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying value of
assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or
conditions.

Forward-Looking Statements

This report on Form 10-KSB contains certain forward-looking statements. These
forward looking statements include statements regarding (i) research and
development plans, marketing plans, capital and operations expenditures, and
results of operations; (ii) potential financing arrangements; (iii) potential
utility and acceptance of the Company's existing and proposed products; and (iv)
the need for, and availability of, additional financing.

The forward-looking statements included herein are based on current expectations
and involve a number of risks and uncertainties. These forward-looking
statements are based on assumptions regarding the business of Company, which
involve judgments with respect to, among other things, future economic and
competitive conditions and future business decisions, all of which are difficult
or impossible to predict accurately and many of which are beyond the control of
the Company. Although the Company believes that the assumptions underlying the
forward looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, actual results may differ materially from those set
forth in the forward-looking statements. In light of the significant
uncertainties inherent in the forward-looking information contained herein, the
inclusion of such information should not be regarded as any representation by
the Company or any other person that the objectives or plans of the Company will
be achieved.

ITEM 7.  FINANCIAL STATEMENTS

See the Index to Financial Statements on page F-1 of this Report.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

As reported on Form 8-K filed September 21, 2001, the Company dismissed
Margolies, Fink & Wichrowski, Pompano Beach, Florida, as its independent
accountant. Except as provided in the next sentence, the reports of Margolies,
Fink & Wichrowski, on the financial statements of the Company for the two fiscal
years ended December 31, 2000, contained no adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles. The report of Margolies, Fink & Wichrowski dated March
10, 2000, and March 31, 2001, for the years ended December 31, 1999, and
December 31, 2000, each contained a going concern opinion. In connection with
the Company's audits for the fiscal years ended December 31, 1999 and 2000, and
through September 13, 2001, there have been no disagreements with the former
accountants on any matter of accounting principles or practices, financial

                                       20
<PAGE>

statement disclosure, or auditing scope or procedure, which disagreement, if not
resolved to the satisfaction of the former accountants, would have caused them
to make reference to the subject matter of the disagreement in their report on
the financial statements for such year. The decision to dismiss the Company's
accountants was made by the Company's management and approved by a majority of
the Company's directors without a formal meeting. The Company engaged Gerson,
Preston, Robinson, & Company, P.A. as its independent accountant in July 2001.
At no time did the Company consult with Gerson, Preston, Robinson, & Company
regarding the application of accounting principles to any specific completed or
contemplated transaction or future audit opinion; or seek advice regarding
pending decisions as to accounting, auditing, or financial issues prior to
engagement. The Company does not believe that during the two years ended
December 31, 2000, and through September 13, 2001, there were any reportable
events (as defined in Regulation S-B, Item 304(a)(1)(iv)) with Margolies, Fink &
Wichrowski. Pursuant to Regulation S-B, Item 304(a)(3), the Company has filed
with its 10-KSB Report for 2001 a letter addressed to the Securities and
Exchange Commission by Margolies, Fink & Wichrowski, stating that that firm
agrees with the above statements.

                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The following table sets forth the names, ages and positions of the Company's
officers and directors.

NAME                   AGE      POSITION

Aaron Gibitz            38      Principal Executive Officer, Chairman, Director
Noel J. Guillama        43      Director
David Smith             58      Director
James D. Baker          59      Director
Guenther Reibling       50      Director

Pursuant to the Company's By-Laws, the directors of the Company are elected
annually by the shareholders, and the officers are appointed annually by the
board of directors. All directors of the Company hold office until the next
annual meeting of stockholders or until their successors are elected and
qualified.

The business experience of each director and officer is as follows:

AARON GIBITZ, PRINCIPAL EXECUTIVE OFFICER, CHAIRMAN, DIRECTOR. Mr. Gibitz joined
the Company in September, 2002 and serves as the Principal Executive Officer and
is a Director and Chairman of the Board of Directors. From March 2002 to the
present, Mr. Gibitz has been consulting with Taurus Investment Group, a firm
engaged in placing equity mainly in real estate investments. From 1997 through
March 2002, Mr. Gibitz was an executive with Zaremba, a real estate development
and management organization, also diversified in start-up entities, of which he
was responsible for startup activities, promotion, operations audits and
technology management. Prior to 1997 Mr. Gibitz consulted in technology and
operations audits for turnaround, profitability and efficiency for technical
manufacturers and retail to OEM consumer products companies.

NOEL J. GUILLAMA, DIRECTOR. Mr. Guillama formally served as Chairman and CEO of
TargitInteractive from May 2001 to October 2001. He also served as a director of
Williams Software, Inc., from October 2000 to May 2001. Mr. Guillama in the past
has been founder, officer or director of numerous, private and publicly traded
companies involved in broadcasting, cable, healthcare, real estate, construction
and technology. From 1996 to February 2000, he was the Founder, Chairman and CEO
of Metropolitan Health Networks, Inc., West Palm Beach, Florida; a healthcare
service organization serving over 45,000 patients. Prior to that, he was Vice
President of MedPartners, Inc., a physician practice management company based in
Birmingham, Alabama. Mr. Guillama has been non-executive chairman of Tektonica,
Inc. a diversified services company located in Jupiter, Florida, since 1984 and
in addition serves on the board of Quantum Medical Technologies, Inc. located in
Miami, Florida.

                                       21
<PAGE>

DAVID SMITH, DIRECTOR. Mr. Smith served as Executive Vice President (May 2001
through February 2002) and Chief Strategy Officer (June 2002 through November
2002) of TargitInteractive. He has been in the venture capital industry since
1979 and has run corporate venture funds for Control Data Corporation and BMW of
Germany and has been a partner in three private funds, the largest being
Hambrecht & Quist Venture Partners. Mr. Smith spent eight years in the computer
industry with Control Data Corporation in various financial functions and was
Vice President of Sales/ Marketing for Airtech Corporation, an air-pollution
control spin-out company from MIT's Draper Laboratories. He began his career as
an economist with the International Division of First National Bank of Chicago,
working in the London and Frankfurt branches.

JAMES D. BAKER, DIRECTOR. Mr. Baker formerly served as President and Chairman of
TargitInteractive from July 2001 until September 2002. He became a director and
president upon the closing of the FirstPop transaction. He served as Chairman
and CEO of FirstPop from its inception in 2000. Mr. Baker has been involved with
integrated computer systems for over 25 years. After working for IBM from 1967 -
1981 in Security Systems Development, he left IBM to form his own company,
Computer Application Systems, Inc. ("CASI") that commercialized computer-based
security systems. CASI was sold to Figgie International Inc. in September 1987.
Mr. Baker worked with Figgie as a Vice President of Strategic Business
Development through 1991. From 1991 through 1995, he served as a consultant to
the security industry and assisted several start up and early stage companies by
developing strategic business plans, alliances with more mature companies,
raising capital, and at the Board level. In 1995, he founded RAPOR, Inc. and is
currently on the Board of Directors. RAPOR is a manufacturer of
computer-controlled doors for the security industry. Most recently, Mr. Baker
was CEO of AegiSoft, an Internet company that provides software and digital
content publishers the technology to rent their products, such as software,
music, movies and electronic books. AegiSoft was sold in December 2000 to
RealNetworks, Inc.

GUENTHER REIBLING, DIRECTOR. Mr. Reibling became a director upon the closing of
the FirstPop transaction. Mr. Reibling has been Executive Vice President of
Taurus Investment Group, a real estate investment and development company with
operations in the U.S. and Germany, since 1976. Taurus is general partner of
over 45 commercial real estate projects in the U.S. Mr. Reibling oversees
leasing, management and development activities of the various projects, as well
as the acquisition and underwriting of new projects. He is also an
owner/developer of commercial real estate in his own right and has been involved
with real estate sales, management and development since 1969.

The Company has established an Audit Committee chaired by Guenther Reibling.
Aaron Gibitz also serves on the committee. The Company has identified Mr.
Reibling as the financial expert as defined in the Exchange Act and Regulation
S-B thereto. The Company believes that Mr. Reibling's experience overseeing the
operations of Taurus Investment Group as well as its principal accounting
functions provides the required expertise to advise the Company on issues likely
to arise during the audit process. Mr. Reibling is not an independent expert as
defined under the Exchange Act. However, the Company is in the process of
identifying an independent financial expert to serve on the Audit Committee.
Other than the Audit Committee, there are no committees of the Board, which acts
as the full Board with respect to any matter.

The Company's By-Laws eliminate the personal liability of officers and directors
to the fullest extent permitted by Delaware Law. The effect of such provision is
to require the Company to indemnify the officers and directors of the Company
for any claim arising against such persons in their official capacities if such
person acted in good faith and in a manner that he reasonably believed to be in
or not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was lawful.

                                       22
<PAGE>

Compliance with Section 16(a) of the Exchange Act

Based solely on a review of Forms 3, 4 and 5 furnished to the Company and filed
with the Securities and Exchange Commission under Rule 16a-3(e) promulgated
under the Securities Exchange Act of 1934, to the Company's knowledge, all
directors, officers and beneficial owners of more than 10% of any class of
equity securities filed on a timely basis the reports required by Section 16(a)
of the Exchange Act during the most recent fiscal year.

Code of Ethics

The Company currently has no formal code of ethics that applies to the principal
executive or financial officers or the Board of Directors. There was no such
code in the original By-laws of the Company and this oversight has yet to be
corrected. The Company intends to redraft the corporate By-laws and include such
a code of conduct in the immediate future.

ITEM 10. EXECUTIVE COMPENSATION

The following tables and notes present for the last three completed fiscal years
ended December 31, 2002, the compensation paid by the Company to the executive
officers. No employees of the Company were compensated in excess of $100,000
during fiscal year 2002.

                             SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

                                                              Long Term Compensation

                              Annual Compensation                      Awards                 Payouts
      (a)       (b)      (c)     (d)          (e)             (f)               (g)             (h)           (i)
   Name and                                                Restricted        Securities       LTIP
   Principle           Salary   Bonus    Other Annual        Stock           Underlying      Payouts       All Other
   Position     Year     ($)     ($)   Compensation ($)   Award(s) ($)    Options/SARs (#)      ($)    Compensation ($)

<S>             <C>    <C>        <C>         <C>              <C>               <C>            <C>           <C>
 Aaron Gibitz   2002   $26,050    $0          $0               $0                0              $0            $0
   Principal    -
   Executive    2001      $0      $0          $0               $0                0              $0            $0
    Officer     -
                2000      $0      $0          $0               $0                0              $0            $0


  James Baker   2002   $63,000    $0          $0            $101,538          169,980           $0            $0
   Director     -
                2001   $36,000    $0          $0            $ 17,502          113,320           $0            $0
                -
                2000      $0      $0          $0               $0                0              $0            $0
</TABLE>


                                       23
<PAGE>

                      Option/SAR Grants in Last Fiscal Year

                                Individual Grants
<TABLE>
<CAPTION>

   (a)                     (b)                                   (c)                          (d)             (e)
             Number of Securities Underlying      % of Total Options/SARs Granted to    Exercise or Base   Expiration
   Name          Options/SARs Granted (#)              Employees in Fiscal Year           Price ($/Sh)        Date
<S>                         <C>                                   <C>                          <C>           <C>
Aaron                       0                                     0                            0              N/A
  Gibitz

James                       0                                     0                            0              N/A
  Baker
</TABLE>
<TABLE>
<CAPTION>


                   Aggregate Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
   (a)          (b)             (c)                          (d)                                   (e)
                                               Number of Securities Underlying      Value of Unexercised In-the Money
                                           Unexercised Options/SARs at FY-End (#)       Options/SARs at FY-End ($)
          Shares Acquired      Value
Name      on Exercise (#)   Realized ($)          Exercisable/Unexercisable             Exercisable/Unexercisable
<S>              <C>             <C>                          <C>                                   <C>
Aaron            0               0                            0                                     0
 Gibitz

James            0               0                     283,300/226,624                        $5,666/$4,532
  Baker
</TABLE>

Compensation of Directors

As of the 4th quarter of 2001, the Board of Directors voted to pay all
non-executive directors 10,000 shares of stock per year at $0.50 per share, in
addition to expenses for actual attendance at each regular or special meeting.

                                       24
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the Company's
common stock beneficially owned at April 1, 2002 (1) by each person who is known
by the Company to own beneficially 5% or more of the Company's common stock; (2)
by each of the Company's directors; and (3) by all executive officers and
directors as a group.

                 Security Ownership of Certain Beneficial Owners
<TABLE>
<CAPTION>

         (1)                             (2)                                   (3)                        (4)
                                      Name and                             Amount and
   Title of Class            Address of Beneficial Owner           Nature of Beneficial Owner       Percent of Class
<S>                           <C>                                         <C>                           <C>
    Common Equity               Reibling Group (1)
                           Taurus Investment Holdings, LLC
                            1350 E. Newport Center Drive
                              Deerfield Beach, FL 33442                    56,329,735                    80.0%
    Common Equity                 Dennis Kozlowski
                                     1 Tyco Park
                                  Exeter, NH 03833                          5,200,000                     7.4%
    Common Equity                  Mark Swartz (2)
                                  7777 Glades Road
                                Boca Raton, FL 33434                        5,207,503                     7.4%
</TABLE>


             Security Ownership of the Board and Executive Officers
<TABLE>
<CAPTION>

         (1)                            (2)                                  (3)                          (4)
                                     Name and                            Amount and
    Title of Class          Address of Beneficial Owner          Nature of Beneficial Owner        Percent of Class
<S>                          <C>                                 <C>                            <C>
    Common Equity               James Baker (3)
                                   PO Box 812286
                               Boca Raton, FL 33481                       1,229,160                      1.7%
    Common Equity                  Aaron Gibitz
                                   99 Bow Street
                               Portsmouth, NH 03801                           1,500                        0%
    Common Equity                Noel Guillama (4)
                              12230 Forest Hill Blvd.
                               Wellington, FL 33414                       1,142,500                      1.6%
    Common Equity              Guenther Reibling (5)
                                702 N. Ocean Blvd.
                              Delray Beach, FL 33845                     28,707,634                     40.8%
    Common Equity               David M. Smith (6)
                                  7 Trinity Road
                               Marblehead, MA 01945                         938,267                      1.3%
    Common Equity          Board and Executive Officers
                                    as a group                           32,019,061                     45.5%
</TABLE>

1. Includes (1) 3,541955 shares of common stock held by Mr. Lorenz Reibling and
(2) 5,741,971 shares of common stock held by Mr. Guenther Reibling, (3) 50,000
shares of common stock issuable upon exercise of options at $.50 per share until
September 20, 2006, (4) 1,019,706 shares of common stock held jointly by Mr.
Lorenz Reibling and his wife under the Lara Reibling Revocable Trust u/d/t
December 7, 1997, Laura Reibling, Trustee, (5) 41,634 shares of common stock
held by Taurus Investment Group, Inc. owned jointly by Lorenz and Guenther
Reibling, (6) 8,400,000 shares of common stock held by
Einhundertsechsundneunzigste Vermoegensverwaltungs GmbH ("Naxos") which is
wholly owned by Taurus Investment Group, Inc., (7) an option to convert the
principal and interest on a $130,000 loan from Mr. Lorenz Reibling to the
Company into 14,660,440 shares of common stock, and (8) an option to convert the
principal and interest on a $130,000 loan to the Company from Mr. Guenther
Reibling into 14,474,029 shares of common stock. The notes were due December 27,
2002 and January 28, 2003 respectively and bore an interest rate of 18%. They
may be converted into common stock of the Company at a price of $0.01 per share.
As of March 31, 2003, neither note has been converted.

2. Includes (1) 5,200,000 shares of common stock held by Mr. Swartz; (2) 6,667
shares of common stock held by Mr. Swartz; (3) 209 shares of common stock
jointly owned by Mr. Swartz and his wife; and (4) 627 shares of common stock
owned by various of Mr. Swartz's children.

3. Includes (1) 988,355 shares of common stock owned by Mr. Baker and (2)
240,805 shares of common stock issuable upon the exercise of options at $0.01
per share that expire on September 20, 2006.

4. Includes (1) 642,500 shares of common stock held by Mr. Guillama; (2) 250,000
shares of common stock held by the Guillama Family Holdings, Inc., a corporation
in which Mr. Guillama is an officer; (3) 250,000 shares of common stock held by
Mr. Guillama as custodian for Jahziel M. Guillama, his minor son under the
Uniform Gifts to Minors Act, and (4) 100,000 shares of common stock issuable
upon exercise of options at $0.01 price per share that expire September 20,
2006.

5. Includes (1) 5,741,971 shares of common stock held by Mr. Guenther Reibling,
(2) 50,000 shares of common stock issuable upon exercise of options at $.50 per
share until September 20, 2006, (3) 41,634 shares of common stock held by Taurus
Investment Group, Inc., which is owned jointly by Lorenz Reibling and Guenther
Reibling, (4) 8,400,000 shares of common stock held by
Einhundertsechsundneunzigste Vermoegensverwaltungs GmbH ("Naxos") which is
wholly owned by Taurus Investment Group, Inc., and (5) an option to convert the
principal and interest on a $130,000 loan to the Company from Mr. Guenther
Reibling into 14,474,029 shares of common stock. The note was due January 28,
2003 and bears an interest rate of 18%. It may be converted into common stock of
the Company at a price of $0.01 per share. As of March 31, 2003 the note has not
been converted.

                                       25
<PAGE>

6. Includes (1) 741,500 shares of common stock held by Mr. Smith and (2) 196,767
shares of common stock issuable upon exercise of options at $0.01 per share
until September 20, 2006. As outlined above, Messrs. Lorenz and Guenther
Riebling currently share ownership and voting rights for 27,145,266 shares of
the Company's total pool of common equity of 40,704,593 shares of common stock,
or 66.7% of the total shares of common stock outstanding. If the Reiblings
convert the notes as mentioned in note 1 above, they will control 56,329,735 of
70,426,634 shares of common stock or 80.0% of the total shares of common stock
outstanding.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In January 1999, MCG Partners, Inc., a newly-organized business consulting firm
("MCG"), which is controlled by a shareholder of the Company, agreed with
GourmetMarket.com, Inc. ("GMI") and the Company that MCG would assume certain
obligations of Marblehead Capital Group, Inc., a firm which had provided
guidance to the Company and GMI in connection with their proposed merger.
Pursuant to that agreement, the Company issued MCG 100,000 shares of the
Company's preferred stock in payment of the par value thereof and, upon the
completion of the merger on January 29, 1999, paid MCG a $100,000 merger
completion fee. MCG subsequently converted all of its shares of preferred stock
into 6,030,000 shares of common stock. At the time of the merger, the Company
entered into a consulting agreement with MCG pursuant to which it appointed MCG
its exclusive agent through December 1, 2004, to provide financial advisory
services to the Company.

On April 1, 2001 the Company entered in to a consulting contract with MCG to
provide investment banking services. The terms of the agreement called for the
Company to pay MCG $5,000 per month and 5% of the consideration paid by the
Company on any acquisition or merger proposed by MCG. As a result of this
agreement the Company issued MCG 1,275,000 shares as payment for the acquisition
by the Company of Global Technology Marketing International, Inc. ("TargitMail")
and Williams Software, Inc. ("FirstPop") described in "Description of Business"
above. These shares were subsequently registered by the Company on a SEC Form
S-8 registration statement. The Company took an expense charge of $573,750
related to this transaction.

On January 14, 2000, the Company entered into an agreement to dispose of its
Travlang.com assets to iiGroup, Inc., for 250,000 shares of iiGroup, Inc.,
common stock and $250,000, payable as $146,000 in cash and $104,000 in assumed
liabilities. iiGroup, Inc., is an affiliate of MCG, which is a shareholder of
the Company.

On February 29, 2000, iiGroup, Inc., loaned $160,000 to the Company pursuant to
an 8% Convertible Bridge Note, and on March 13, 2000, iiGroup, Inc., loaned an
additional $90,000 to the Company pursuant to an 8% Convertible Bridge Note.
Each of the Bridge Notes provides that it may be prepaid at any time, but was
mandatorily repayable upon the sale of all of the outstanding shares of the
Company, the sale of substantially all of the Company's assets, or the closing
of financings of at least $5,000,000. The Convertible Notes were converted into
common stock of the Company at the lower of $1.00 per share or 75% of the
average closing bid price of the Company's common stock in the five days
preceding the date of conversion.

On July 27, 2001, the Company issued 1,575,000 shares of common stock to three
officers of FirstPop, subject to the provision of management services by the
officers to the Company over the thirty-six months following the acquisition of
FirstPop. The shares were to vest ratably over the three-year period. At
September 30, 2001, the Company had 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 200,000 shares of common stock to MCG
Partners, Inc., a related party, for the conversion of a $60,464 note payable
and related interest.

                                       26
<PAGE>

On August 9, 2001, the Company affected 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.

On October 19, 2001, Noel J. Guillama resigned as Chairman, CEO and Director of
the Company. 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 the two
remaining FirstPop 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. In December of 2001, Mr. Guillama was re-elected to the Board of
Directors of the Company.

In April 2002, the Company entered into two interim factoring agreements with
Lorenz and Guenther Reibling, principle shareholders of the Company, pursuant to
which the Company advanced 90% of the outstanding balance of selected
receivables.

On February 5, 2002, David M. Smith resigned as Executive Vice President of the
Company. Pursuant to the management agreement, of the 525,000 shares allocated
to him as an officer that were to vest over three years, he received 89,167 of
such shares and the remainder of 387,371 shares were allocated to the sole
remaining officer of FirstPop. In addition, he was issued 48,462 shares for
services rendered. Of the options granted to him in August 2001, he retained
196,767 options with an exercise price of $.01 per share and the remainder were
cancelled.

On September 6, 2002, James Baker resigned as President and Chairman of the
Company. Pursuant to the management agreement, of the management incentive
shares allocated to him as an officer that were to vest over three years, Mr.
Baker received 415,367of such shares. As there are no longer any qualifying
executives of FirstPop with the Company, the remaining pool of 922,004 shares
remain undistributed by the Company. Of the options granted to him in August
2001, he retained 240,805 options with an exercise price of $.01 per share and
the remainder were cancelled. Mr. Baker remains a director of the Company.

On September 13, 2002, the Company borrowed $130,000 (secured by the Company's
receivables) from Lorenz Reibling, one of the Company's controlling
shareholders. This loan was due on December 27, 2002, and bears interest at a
rate of 18% APR. The principal and interest may be converted, at the option of
the note holder, 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. As of March 31, 2003
this note had not been converted.

On September 23, 2002, Guenther and Lorenz Reibling 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.

On October 1, 2002, the Company borrowed an additional $130,000 (secured by the
Company's receivables) from Guenther Reibling, a controlling shareholder. This
loan was due on January 28, 2003, and bears interest at a rate of 18% APR. The
principal and interest may be converted, at the option of the note holder, into
common stock of the Company at a conversion price of $0.01 if the balance is not
paid by the maturity date. As of March 31, 2003 this note had not been
converted.

                                       27
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits
<TABLE>
<CAPTION>

         Exhibit No.                Description

<S>                                 <C>
         99.1                       Certificate of Principal Executive Officer pursuant to Section 906 of the
                                    Sarbanes-Oxley Act of 2002
         99.2                       Certificate of the Controller pursuant to Section 906 of the Sarbanes-Oxley
                                    Act of 2002.
</TABLE>

(b) Form 8-K

The Company filed no reports on SEC Form 8-K during the quarter ended December
31, 2002.

ITEM 14.  CONTROLS AND PROCEDURES

The Company maintains vigorous disclosure controls and procedures; however, due
to staff reductions we have been unable to maintain a separation of duties for
all accounting cycles. Alternative controls and procedures have been implemented
to insure all transactions are jointly authorized by the Principal Executive
Officer and the Controller. These procedures include physical review of all
checks and monthly review and analysis of financial statements. Checks are
restrictively endorsed and deposited daily. Physical access to cash and unissued
checks is restricted to authorized personnel, currently the Principal Executive
Officer and Controller.


                                       28
<PAGE>

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                          TARGITINTERACTIVE, INC.


Dated: March 31, 2003                     By: /s/ Aaron Gibitz
                                              ---------------------------
                                              Principal Executive Officer

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

                                By /s/ Brian Richardson
                                   ---------------------------------------------
                                       Brian Richardson, Controller

                                Date: March 31, 2003


                                By /s/ Noel J. Guillama
                                   ---------------------------------------------
                                       Noel J. Guillama, Director

                                Date: March 31, 2003


                                By /s/ David Smith
                                   ---------------------------------------------
                                       David Smith, Director

                                Date: March 31, 2003


                                By /s/ James D. Baker
                                   ---------------------------------------------
                                       James D. Baker, Director

                                Date: March 31, 2003


                                By /s/ Guenther Reibling
                                   ---------------------------------------------
                                       Guenther Reibling, Director

                                Date: March 31, 2003



                                       29
<PAGE>

                              CERTIFICATIONS

I, Aaron Gibitz certify that:

1. I have reviewed this annual report on Form 10-KSB of TargitInteractive, Inc.;


2. Based on my knowledge, this annual 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 annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual 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 us by others within those entities, particularly during the
period in which this annual 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 annual
report (the "Evaluation Date"); and

c) presented in this annual 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
registrant's board of directors (or persons performing 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
annual report whether 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.

Date: March 31, 2003


/s/ Aaron Gibitz
-----------------------------------------
Aaron Gibitz, Principal Executive Officer


<PAGE>


                                 CERTIFICATIONS

I, Brian Richardson, certify that:

1. I have reviewed this annual report on Form 10-KSB of TargitInteractive, Inc.;


2. Based on my knowledge, this annual 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 annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual 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 us by others within those entities, particularly during the
period in which this annual 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 annual
report (the "Evaluation Date"); and

c) presented in this annual 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
registrant's board of directors (or persons performing 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
annual report whether 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.

Date: March 31, 2003

/s/ Brian Richardson
----------------------------
Brian Richardson, Controller





<PAGE>


INDEPENDENT AUDITORS' REPORT                                    F-2
CONSOLIDATED FINANCIAL STATEMENTS

         Balance Sheet                                          F-3

         Statements of Operations                               F-4

         Statements of Accumulated Shareholders' Deficit        F-5

         Statements of Cash Flows                               F-6 - F-7

         Notes to Financial Statements                          F-8 - F-18



                                      F-1
<PAGE>




Board of Directors and Shareholders
TargitInteractive, Inc. and Subsidiaries

INDEPENDENT AUDITORS' REPORT


We have audited the accompanying consolidated balance sheet of
TargitInteractive, Inc. and Subsidiaries at December 31, 2002 and the related
consolidated statements of operations, accumulated shareholders' deficit and
cash flows for each of the two years then ended. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of TargitInteractive,
Inc. and Subsidiaries as of December 31, 2002 and the results of its operations
and its cash flows for each of the two years then ended, in conformity with
accounting principles generally accepted in the United States of America.

The consolidated financial statements referred to above have been prepared
assuming that TargitInteractive, Inc. will continue as a going concern. As more
fully described in Note 3, the Company has incurred recurring operating 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. Management's plans as to these
matters are also described in Note 3. The accompanying consolidated financial
statements do not include any adjustments to reflect the possible future effects
on the recoverability and classification of assets or the amounts and
classification of liabilities that might result from the outcome of this
uncertainty.

                              /s/ Gerson, Preston, Robinson, & Company, P.A.
                              --------------------------------------------------
                              CERTIFIED PUBLIC ACCOUNTANTS

March 27, 2003

                                      F-2
<PAGE>


                    TARGITINTERACTIVE, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 2002
<TABLE>
<CAPTION>

Current assets:
<S>                                                                                     <C>
Cash                                                                                    $      8,095
Accounts receivable, net of allowance for doubtful accounts of approximately $51,000         271,747
Prepaid expenses and other current assets                                                     29,242
                                                                                        ------------

Total current assets                                                                         309,084

Property and equipment                                                                       233,130
                                                                                        ------------

Total assets                                                                            $    542,214
                                                                                        ============


LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
Accounts payable and accrued expenses                                                   $  3,775,333
Notes payable - shareholders                                                                 260,000
                                                                                        ------------

Total current liabilities                                                                  4,035,333
                                                                                        ------------

Commitments and contingencies

Shareholders' deficit:
Common stock; $.001 par value; 100,000,000 shares authorized;
40,704,593 shares issued and outstanding; and additional paid in capital                  23,162,193
Unearned compensation                                                                       (268,899)
Accumulated deficit                                                                      (26,386,413)
                                                                                        ------------

Total shareholders' deficit                                                               (3,493,119)
                                                                                        ------------

Total liabilities and shareholders' deficit                                             $    542,214
                                                                                        ============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                      F-3
<PAGE>

                    TARGITINTERACTIVE, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

                                                       2002            2001

Revenues                                          $  2,296,875     $  4,712,611
                                                  ------------     ------------

Costs and expenses:
       Costs of revenues                             1,193,940        2,371,670
       Payroll, benefits and related expense         1,778,932        2,663,091
       General and administrative                    1,365,553        3,406,922
       Impairment of intangible assets                 832,463               --
       Gain on settlement of accounts payable       (1,711,683)        (103,804)
                                                  ------------     ------------

Total costs and expenses                             3,459,205        8,337,879
                                                  ------------     ------------

Loss from operations                                (1,162,330)      (3,625,268)

Interest expense                                       (82,043)        (902,011)
Gain (loss) on disposal of assets                      (36,400)          12,087
                                                  ------------     ------------

Net (loss)                                        $ (1,280,773)    $ (4,515,192)
                                                  ------------     ------------

Discount attributable to beneficial conversion
  privilege of preferred stock                              --         (143,182)

Net loss applicable to common stock                 (1,280,773)      (4,658,374)
                                                  ============     ============

Basic and diluted loss per common share           $      (0.04)    $      (0.31)
                                                  ============     ============
Weighted average number of common
   shares outstanding                               30,593,939       15,136,182
                                                  ============     ============

          See accompanying notes to consolidated financial statements.

                                      F-4
<PAGE>


                    TARGITINTERACTIVE, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENT OF ACCUMULATED SHAREHOLDERS' DEFICIT
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>

                                                                          Common Stock
                                                                               and
                                                               Common       Additional
                                   Preferred Stock             Stock         Paid-in       Subscription      Unearned
                               Shares          Amount          Shares        Capital        Receivables    Compensation
                            ------------    ------------    ------------   -------------   -------------   ------------

<S>                            <C>          <C>               <C>          <C>             <C>             <C>
Balance, December 31,          5,000,000    $      5,000      10,400,000   $  6,785,269    $         --    $         --
  2000
Embedded dividends on                 --              --              --        143,182              --              --
  convertible preferred
  stock
Capital contribution,         (5,000,000)         (5,000)             --     12,805,000              --              --
  net of preferred stock
  retirement
Warrants to preferred                 --              --              --        560,000              --              --
  stock holders
Acquisition of Global                 --              --       1,778,784       (433,701)             --              --
  Technology
Management incentive                  --              --       1,575,000        346,500              --        (346,500)
  stock
Consulting fee in lieu                --              --       1,275,000        573,750              --              --
  of cash
Conversion of related                 --              --         200,000         60,464              --              --
  party note
Acquisition of Williams               --              --       7,045,000      1,168,125         (76,512)             --
  Software
Issuance of stock in                  --              --          54,781         13,350              --              --
  lieu of rent
Receipt of cash for                   --              --              --             --          75,000              --
  subscription receivable
Settlement with former                --              --          66,141         14,882              --              --
  employee
Grant of employee stock               --              --              --        394,474              --        (394,474)
  options
Issuance of common stock              --              --         499,900        124,975         (31,250)             --
Compensation to directors             --              --          30,000         12,825              --              --
Amortization of                       --              --              --             --              --          57,004
  management incentive
  stock
Amortization of employee              --              --              --             --              --         191,384
  stock options
Net Loss                              --              --              --             --              --              --
                            ------------    ------------    ------------   ------------    ------------    ------------

Balance, December 31,                 --              --      22,924,606     22,569,095         (32,762)       (492,586)
  2001
Receipt of cash for                   --              --              --             --          32,762              --
  subscription receivable
Issuance of common stock              --              --       9,775,000        340,000              --              --
Issuance of common stock              --              --         204,353         13,080              --              --
  for services
Grant of employee stock               --              --              --          6,000              --          (6,000)
  options
Conversion of related                 --              --       7,800,634        234,018              --              --
  party note
Amortization of                       --              --              --             --              --         114,315
  management incentive
  stock
Amortization of employee              --              --              --             --              --         115,372
  stock options
Net Loss                              --              --              --             --              --              --
                            ------------    ------------    ------------   ------------    ------------    ------------
Balance, December 31,                 --    $         --      40,704,593   $ 23,162,193    $         --    $   (268,889)
  2002
                            ============    ============    ============   ============    ============    ============

[restubbed table]

<CAPTION>


                                Accumulated     Shareholders'
                                  Deficit      Equity/(Deficit)
                              --------------   ---------------

<S>                             <C>             <C>
Balance, December 31,           $(20,447,266)   $(13,656,997)
  2000
Embedded dividends on               (143,182)             --
  convertible preferred
  stock
Capital contribution,                     --      12,805,000
  net of preferred stock
  retirement
Warrants to preferred                     --         560,000
  stock holders
Acquisition of Global                     --        (433,701)
  Technology
Management incentive                      --              --
  stock
Consulting fee in lieu                    --         573,750
  of cash
Conversion of related                     --          60,464
  party note
Acquisition of Williams                   --       1,091,613
  Software
Issuance of stock in                      --          13,350
  lieu of rent
Receipt of cash for                       --          75,000
  subscription receivable
Settlement with former                    --          14,882
  employee
Grant of employee stock                   --
  options
Issuance of common stock                  --          93,725
Compensation to directors                 --          12,825
Amortization of                           --          57,004
  management incentive
  stock
Amortization of employee                  --         191,384
  stock options
Net Loss                          (4,515,192)     (4,515,192)
                                ------------    ------------

Balance, December 31,            (25,105,640)     (3,061,893)
  2001
Receipt of cash for                       --          32,762
  subscription receivable
Issuance of common stock                  --         340,000
Issuance of common stock                  --          13,080
  for services
Grant of employee stock                   --              --
  options
Conversion of related                     --         234,018
  party note
Amortization of                           --         114,315
  management incentive
  stock
Amortization of employee                  --         115,372
  stock options
Net Loss                          (1,280,773)     (1,280,773)
                                ------------    ------------
Balance, December 31,           $(26,386,413)   $ (3,493,119)
  2002
                                ============    ============

</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-5
<PAGE>


                    TARGITINTERACTIVE, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
<TABLE>
<CAPTION>

                                                               2002            2001
OPERATING ACTIVITIES
<S>                                                        <C>             <C>
Net (loss)                                                 $(1,280,773)    $(4,515,192)
Adjustments to reconcile net (loss) to net
    cash used in operating activities:

         Depreciation and amortization                         423,199         645,754
         Bad debt expense                                       27,621         445,000
         Impairment of intangible assets                       832,463              --
         (Gain) on settlement of accounts payable           (1,711,683)       (103,803)
         Issuance of warrants for debt premium                      --         560,000
         Issuance of stock for services                         13,080         614,807
         Issuance of stock for interest (related party)         21,274              --
         Amortization of unearned compensation                 229,687         248,388
         (Gain) loss on disposal of assets                      36,400         (12,087)

Changes in assets and liabilities, net of acquisitions:

         Accounts receivable                                   185,279         290,537
         Prepaid expenses and other current assets             220,710         157,484
         Accounts payable and accrued expenses                 310,672         438,533
         Deferred revenue                                     (159,385)         29,385
                                                           -----------     -----------

Net cash used in operating activities                         (851,456)     (1,201,194)
                                                           -----------     -----------

INVESTING ACTIVITIES

         Purchase of property and equipment                    (49,618)        (49,427)
         Proceeds from sale of property and equipment           11,427          12,087
         Proceeds from Williams Software acquisition                --         225,775

Net cash provided by (used in) investing activities            (38,191)        188,435
                                                           -----------     -----------

FINANCING ACTIVITIES
         Proceeds from notes payable to shareholders           472,744         799,000
         Payments of capital lease obligations                 (50,247)        (10,142)
         Proceeds from subscriptions receivable                 32,762          75,000
         Proceeds from issuance of common stock                340,000          93,725
                                                           -----------     -----------

Net cash provided by financing activities                      795,259         957,583
                                                           -----------     -----------

Net (decrease) in cash                                         (94,388)        (55,176)
Cash, beginning of year                                        102,483         157,659
                                                           -----------     -----------
Cash, end of year                                          $     8,095     $   102,483
                                                           ===========     ===========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-6
<PAGE>

                    TARGITINTERACTIVE, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
<TABLE>
<CAPTION>

                                                                               2002          2001
Supplemental disclosures of cash flow information:

<S>                                                                         <C>         <C>
         Cash paid during the period for interest                           $ 48,529    $   342,011

Supplemental disclosures of non-cash investing and Financing activities:

         Issuance of common stock for the extinguishment
             of related party debt                                          $212,744    $    60,464

         Grant of employee stock options                                    $  6,000    $   394,474

         Property and equipment acquired through capital
            lease agreements                                                $     --    $    30,152

         Issuance of management incentive stock                             $     --    $   346,500

         Capital contribution for payoff of debt                            $     --    $12,800,000

         Embedded Dividends on convertible
            preferred stock                                                 $     --    $   143,182
</TABLE>

           See accompanying notes to consolidated financial statements


                                      F-7
<PAGE>


                    TARGITINTERACTIVE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1:  NATURE OF OPERATIONS

TargitInteractive, Inc. (the "Company") is a provider of interactive marketing
services which features proprietary technology for the delivery of rich media
marketing messages directly to e-mail box and/or the desktop. All messaging is
permission-based. The Company pays fees for the use of databases.

NOTE 2:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries. All significant intercompany transactions and
balances have been eliminated in consolidation.

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 Internet service provider's
customers. Upon delivery, the Company has no further obligations.

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.

Property and equipment

Property and equipment are carried at cost. The Company provides depreciation
for financial purposes over the estimated useful lives of assets using the
straight-line method. Upon retirement or sale of fixed assets, their net book
value is removed from the accounts and the difference between such net book
value and proceeds received is recorded in income. Expenditures for maintenance
repairs are charged to expense; renewals and improvements are capitalized.

Long - Lived Assets

The Company evaluates the recoverability of long-lived assets for impairment on
an annual basis or whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Such evaluation involves the
use of an independent appraisal or is based on various analyses, including cash
flows and profitability projections. If the sum of the expected future cash
flows or the appraised value is less than the carrying amount of the assets, an
impairment loss is recognized. Accordingly, impairment loss is the difference
between the sum of the estimated future cash flows or appraised value and the
carrying amount of the asset.

                                      F-8
<PAGE>


                    TARGITINTERACTIVE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Gain on Settlement of Accounts Payable

During 2002, the Company settled with certain vendors to reduce or eliminate the
amounts owed to these vendors.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of income and expenses during the reported period. The accounting estimates used
in the preparation of our consolidated financial statements will change as new
events occur, as more experience is acquired, as additional information is
obtained and as the Company's operating environment changes. Actual results
could differ from those estimates.

Fair Value of Financial Instruments

The Company's financial instruments, primarily consisting of cash, accounts
receivable, accounts payable, and capital lease obligations, approximate fair
value due to their short-term nature or interest rates that approximate market.

New Accounting Pronouncements

The Financial Accounting Standards Board issued Statements of Financial
Accounting Standards No. 144, Accounting for the Impairment of Disposal of
Long-Lived Assets. This statement supercedes SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of, and
amends Accounting Principles Board Opinion No. 30, Reporting the Results of
Operations-Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions. The
Statement is being applied prospectively, beginning January 1, 2002.

NOTE 3:  GOING CONCERN - UNCERTAINTY

As shown in the accompanying 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 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.


                                      F-9
<PAGE>



                    TARGITINTERACTIVE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3:  GOING CONCERN - UNCERTAINTY (CONTINUED)

On November 22, 2002, the Company terminated 12 staff members of the New
Hampshire office when it became impossible to support the current staff with
cash flow from operations. No additional sources of equity or investment were
available to the Company at that time. Management chose to exercise
responsibility to only employ those whom the Company was able to pay. All
departments, including sales, marketing, technical/engineering, finance,
administration, and management were impacted by the reduction. In addition, the
Company reduced the size of its operating facility by entering into a new lease
for less office space.

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.

The accompanying 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 on the recoverability and
reclassification of assets or the amounts and classification of liabilities that
might result from the outcome of this uncertainty.

NOTE 4:  GLOBAL TECHNOLOGY MARKETING INTERNATIONAL, INC. ACQUISITION

Effective May 29, 2001, the Company consummated a merger with Global Technology
Marketing International, Inc. doing business as TargitMail.com (TargitMail.com).
TargitMail.com contracts with Internet service providers and e-mail service
providers to deliver commercial e-mail advertising to the Internet service
provider's customers under the TargitMail.com domain name.

The merger was accounted for as a reverse merger into a public shell.
Accordingly, the acquisition has been treated as an acquisition of
TargitInteractive, Inc. by Global Technology Marketing International, Inc. and
as a recapitalization of Global Technology Marketing International, Inc. As a
result, the Company recorded an additional 1,778,784 shares of common stock and
liabilities in excess of assets of $433,701. The historical financial statements
presented prior to May 29, 2001 are those of Global Technology Marketing
International, Inc.

On September 30, 2000, 5,000,000 shares of redeemable and convertible preferred
stock were issued in exchange for the membership interests of two members in the
limited liability company that was the predecessor to Global Technology
Marketing International, Inc.. These preferred shares were entitled to receive
cumulative annual dividends at a rate of 8% per share. The Company, at the time
of issuance, recognized a discount attributable to the beneficial conversion
privilege of approximately $630,000 by accreting the amount from the date of
issuance, September 30, 2000, through the date of conversion, August 15, 2001.
The accretion realized in the year ended December 31, 2001 was $143,182.


                                      F-10
<PAGE>


                    TARGITINTERACTIVE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4:  GLOBAL TECHNOLOGY MARKETING INTERNATIONAL, INC. ACQUISITION (CONTINUED)

Pursuant to the merger, the Company issued two $200,000 5% Convertible Notes,
convertible into 40% on an as-converted basis of the shares of the fully
diluted common stock outstanding of the Company immediately prior to the
conversion, for 100% of the outstanding Series A Preferred Stock, at $.08 per
share, and warrants to purchase up to 10% of TargitInteractive's common stock,
outstanding immediately following the acquisition of FirstPop.com (see Note 5),
which was consummated on July 27, 2001. At the same time, the holders of the two
convertible notes paid off Company debt of $12,800,000, which was recorded by
the Company as a contribution of capital.

The 5% Convertible Notes, discussed above, were converted on August 15, 2001
into 10,400,000 shares of common stock.

The warrants were for the purchase of up to 10% of TargitInteractive's common
stock at an aggregate exercise price of $2,000,000. The Company valued the
warrants using the Black-Scholes Option Pricing Model and determined that the
fair value of the warrants was $.28 per warrant. The term of the warrants were
one year from the date of issuance and expired without being exercised on June
27, 2002. The Company recorded $560,000 in interest expense during the year
ended December 31, 2001.

NOTE 5: WILLIAMS SOFTWARE, INC. ACQUISITION

Effective July 27, 2001, the Company consummated a merger with Williams
Software, Inc. doing business as FirstPop Technologies, Inc. (FirstPop.com).
FirstPop.com, an interactive marketing company, 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 merger, the Company issued a 5% Convertible Note, at $300,000,
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 were for the purchase of up to 5% of TargitInteractive's
common stock at an aggregate exercise price of $1 million. The warrants expired
June 30, 2002 without being exercised.

FirstPop shareholders received a total of 7,045,000 shares consisting of
6,745,000 shares of common stock on the conversion of the $300,000 note, plus
300,000 incentive shares. The incentive shares were issued to those FirstPop.com
shareholders who contributed capital to complete the merger.


                                      F-11
<PAGE>


                    TARGITINTERACTIVE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5: WILLIAMS SOFTWARE, INC. ACQUISITION (CONTINUED)

The merger was accounted for using the purchase method of accounting. The
Company has determined the purchase price to be allocated to be $1,042,088,
which consisted of the fair value of the convertible notes, $1,100,000,
incentive shares issued to FirstPop.com shareholders, $66,000, less the
assumption of subscriptions receivable of $76,513 and less net assets of
$47,399, which consisted of $225,958 of cash, $138,002 of prepaid expenses,
fixed assets of $92,998, liabilities of $279,559 and deferred revenue of
$130,000. The purchase price in excess of net assets has been allocated as
follows:

           Description                                         Amount
           Database                                         $  352,000
           Goodwill                                            289,303
           Internally Developed Software                       288,785
           Website                                             112,000
                                                            ----------
                                                            $ 1,042,088
                                                            ===========

The Company obtained an independent valuation of the assets of FirstPop.com in
order to determine the fair value of assets purchased. See also Note 7 below
regarding intangible assets.

NOTE 6:  PROPERTY AND EQUIPMENT

                                          December 31, 2002        Useful Lives

Computer equipment and software                $742,000               3 Years
Office furniture and equipment                  126,970               5 Years
Leasehold Improvements                           48,623               3 Years
                                                 ------

Property and equipment                          917,593
Less accumulated depreciation                  (684,463)
                                               --------

Property and equipment, net                    $233,130
                                               ========

Computer and office equipment subject to capital leases at December 31, 2002
included above, is $52,635, net of accumulated depreciation of $37,347.

Depreciation expense was $318,147 and $320,301 for the years ended December 31,
2002 and 2001, respectively.

NOTE 7:  INTANGIBLE ASSETS

Amortization expense for intangible assets was $105,052 and $325,453 for the
years ended December 31, 2002 and 2001, respectively.


                                      F-12
<PAGE>


                    TARGITINTERACTIVE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7:  INTANGIBLE ASSETS (CONTINUED)

The Company reviewed the valuation of its intangible assets as specified in FASB
142 and 144. The intangible assets are comprised of internally developed
software, websites, database and goodwill acquired through the Williams Software
Inc. (also known as FirstPop.com) merger. Due to cost cutting measures and a
shift in business focus, the Company has determined that these intangibles
assets have been impaired at December 31, 2002. A goodwill impairment loss of
$289,303 was recorded in 2002. The carrying amount of the remaining intangible
assets exceeded the sum of their estimated undiscounted future cash flows. Based
on this, an impairment loss of $543,160 related to the remaining intangible
assets was recorded in 2002.

NOTE 8:  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. In September 2002, these
shareholders 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, the market price on the date of conversion.

During 2002, the Company borrowed an additional $260,000 from two of the
Company's controlling shareholders in two separate loans each for $130,000.
These loans were due on December 27, 2002, and bear interest at 18% per annum.
The principal and interest may be converted, at the option of the noteholders,
into common stock of the Company at a conversion price of $0.01 per share. As of
March 25, 2003, these notes have not been converted and interest continues to be
accrued.

NOTE 9:  LEASES

The Company leases its facilities under a non-cancelable long-term operating
lease. The following is a schedule of the future lease minimum payments under
this operating lease as of December 31, 2002:

                                      Year                       Amount
                                      ----                       ------
                                      2003                      $64,000
                                      2004                       93,000
                                      2005                       95,000
                                      2006                       97,000
                                      2007                       98,000

Rental expense for the years ended December 31, 2002 and 2001 were $139,394 and
$162,750, respectively.

                                      F-13
<PAGE>



                    TARGITINTERACTIVE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10: COMMITMENTS AND CONTINGENCIES

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. The case was closed in 2002 and $1,114,769
is included in gain on settlement of accounts payable during the year ended
December 31, 2002.

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. The Company has included
approximately $104,000 in accounts payable and accrued expenses pertaining to
this claim.

In addition the Company has received final judgments attached to its subsidiary
GTMI in the aggregate amount of $150,000, all of which remain unpaid. The
Company has included $150,000 in accounts payable and accrued expenses
pertaining to these judgments. In addition, there is another combined sum of
$376,000 of claims pending also included by the Company in accounts payable and
accrued expenses.

Management is continuing to negotiate with its 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 11: DEFERRED INCOME TAXES

At December 31, 2002, the Company has available net operating loss carryforwards
of approximately $6,466,000. These losses may be used to offset future taxable
income in limited amounts through 2022. The limitations are based on Internal
Revenue Code Section 382.

After consideration of all the evidence, both positive and negative, management
has determined that a valuation allowance is necessary to reduce the deferred
tax assets to the amount that will more likely than not be realized due to
substantial uncertainty.

Accordingly, components of the Company's net deferred income taxes at December
31, 2002 are as follows:

                                                      December 31, 2002
Deferred tax assets:

Net operating loss carry forwards                       $ 2,263,000
Valuation allowance                                      (2,263,000)
                                                        -----------

Total                                                   $        --
                                                        ===========

The valuation allowance increased in 2002 by $433,000 as a result of the 2002
loss.


                                      F-14
<PAGE>


                    TARGITINTERACTIVE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12: STOCK BASED COMPENSATION

On July 27, 2001, the Company issued 1,575,000 shares of common stock to three
officers of its newly acquired wholly owned-subsidiary, Williams Software, Inc.
d/b/a FirstPop.com, pursuant to a management agreement for services to be
provided over the subsequent thirty-six months. The shares were to vest ratably
over the three-year period. On October 19, 2001, the Chairman and Chief
Executive Officer of Williams Software, Inc. resigned. Pursuant to the
management agreement, of the 525,000 shares allocated to him as an officer that
were to vest over three years, the Executive received 100,000 of such shares and
the remainder of 425,000 shares were allocated to the two remaining officers. On
February 5, 2002, the Executive Vice President of Williams Software, Inc.
resigned. Pursuant to the management agreement, of the 525,000 shares allocated
to him as an officer that were to vest over three years, the Executive received
137,629 of such shares and the remainder of 387,371 shares were allocated to the
remaining officer. At December 31, 2001, the Company has recorded $346,500 of
unearned compensation in the equity section of the balance sheet and amortized
$57,004 and $114,315 to expense during the years ended December 31, 2001 and
2002, respectively. The shares were valued using the fair market value on the
date of issuance as determined by an independent fair value appraiser.

In September 2001, the Company issued 1,116,291 five-year options at an exercise
price of $.01 per share to employees of the Company. The options vest annually
over a three-year period, starting from the employee's hire date. On December
10, 2001, the Company granted 100,000 five-year options with an exercise price
of $.01 per share to the Vice Chairman. These options vest at the date of grant.
At December 31, 2001 the Company has recorded $394,474 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. Due to a lay off of
employees on November 22, 2002, a number of the options were forfeited, as set
forth in the table at the end of this Note 12.

In September 2001, the Company issued 444,600 five-year options at an exercise
price of $1 per share to employees of the Company. The options vest over a
three-year period, starting from the employee's hire date. The fair value of the
options on the grant date was $177,840 calculated using the Black-Scholes Option
Pricing Model. Due to a lay off of employees on November 22, 2002, a number of
the options were forfeited, as set forth in the table at the end of this Note
12.

On October 19, 2001, the Chairman and Chief Executive Officer of the Company's
subsidiary, Williams Software, Inc., was issued 66,141 shares for services
rendered. The market price of the common stock at that time was $.30 per share.
The common stock cannot be sold for a 12-month period from the date of issuance
and after that can only be sold in accordance with Rule 144 or other applicable
exemption. Due to these restrictions, the Company discounted the fair value by
25%. Compensation expense of $14,882 was recorded in the Statement of Operations
for the year ended December 31, 2001.

In December 2001, the Company issued 350,000 five-year options at an exercise
price of $.50 per share to Directors of the Company. The options vest over a
ten-month period. The fair value of the options on the grant date was $140,000
calculated using the Black-Scholes Option Pricing Model. The options had not
been exercised as of March 25, 2003.


                                      F-15
<PAGE>


                    TARGITINTERACTIVE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12: STOCK BASED COMPENSATION (CONTINUED)

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 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. Due to a lay off of employees on
November 22, 2002, a number of the options were forfeited, as set forth in the
table at the end of this Note 12.

The Company applies Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees," in accounting for stock-based employee compensation
arrangements whereby no compensation cost related to stock options is deducted
in determining net loss. Had the compensation cost for stock option grants to
the Company's employees been determined by SFAS No. 123, "Accounting for Stock
Based Compensation," the Company's net loss would have increased for the year
ended December 31, 2001 as presented in the table below. Using the Black-Scholes
Option Pricing Model, the Company's pro forma net loss and pro forma net loss
per share are as follows:

Pro Forma Net Loss                                  $1,344,341
Pro Forma Net Loss Per Share                            ($.04)
Risk Free Interest Rate                                  6.16%
Expected Lives                                         5 years
Expected Volatility                                       258%

For purposed of these pro forma disclosures, the estimated fair value of the
options granted is amortized to expense over the options' vesting period.

The following table summarizes the transactions of the Company's stock options
for the two-year period ended December 31, 2002:

                                        Number of Shares       Weighted Average
                                                               Exercise Price
                                        ----------------      ------------------
Options outstanding, December 31, 2000            --           $       --
Options granted                            2,010,891                0.314
Options exercised                                 --                   --
Options forfeited                                 --                   --
--------------------------------------------------------------------------------
Options outstanding, December 31, 2001     2,010,891                0.314
Options granted                              600,000                0.020
Options exercised                                 --                   --
Options forfeited                         (1,405,743)               0.374
--------------------------------------------------------------------------------
Options outstanding, December 31, 2002     1,205,148           $    0.098


Options to purchase 655,297 and 852,709 shares were exercisable at December 31,
2001 and 2002, respectively.

                                      F-16
<PAGE>

                    TARGITINTERACTIVE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13: OTHER COMMON STOCK TRANSACTIONS

On July 27, 2001, the Company issued 1,275,000 shares of common stock for
investment banking services. The market price of the common stock was $.60 per
share. The common stock cannot be sold for a 12-month period from the date of
issuance and after that can only be sold in accordance with Rule 144 or other
applicable exemption. Due to these restrictions, the Company discounted the fair
value by 25%. The Company recorded $573,750 of expense during the year 2001.

July 27, 2001, the Company issued 200,000 shares of common stock to a related
party for the conversion of a $60,464 note payable and related interest.

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

In October 2001, the Company authorized the issuance of 50,000 shares of common
stock to the landlord of the New Hampshire facility for a reduction in the
monthly lease payment for the term of the existing lease which expired on
December 31, 2002 and through the term of a new lease. The market price of the
common stock was $.30 per share. The common stock cannot be sold for a 12-month
period from the date of issuance and after that can only be sold in accordance
with Rule 144 or other applicable exemption. Due to these restrictions, the
Company discounted the fair value by 25%. The Company recorded $11,250 in
prepaid expense at December 31, 2001. In December 2002, the facility was sold.
The Company settled with the old landlord without the issuance of stock.

From June 2001 through September 2002, 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 shareholders) for $300 per month.
Taurus, the landlord, agreed to accept stock of the Company in lieu of rent
starting in June 2001. The total shares issued during 2001 were 4,781. A total
of 36,853 shares were issued to Taurus during year ended December 31, 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 rental period during 2001 was between $.30 and $3.60 per share. The
market price of the common stock for the rental period during 2002 was between
$.04 and $.35 per share. The common stock cannot be sold for a 12-month period
from the date of issuance and after that can only be sold in accordance with
Rule 144 or other applicable exemption. Due to these restrictions, the Company
discounted the fair value by 25%. The Company recorded $2,100 of expense during
the year ended December 31, 2001 and $3,980 of expense during the year ended
December 31, 2002.

In December 2001, the Company sold 499,900 shares of common stock to current
shareholders for $124,975. $31,250 of the proceeds from the sale where received
in January 2002, and therefore are reflected as subscription receivable at
December 31, 2001.

On December 10, 2001, the outside directors of the Company were issued a total
of 30,000 shares of common stock. The market price of the common stock at that
time was $.57 per share. The common stock cannot be sold for a 12-month period
from the date of issuance and after that can only be sold in accordance with
Rule 144 or other applicable exemption. Due to these restrictions, the Company
discounted the fair value by 25%. The Company recorded $12,825 of expense during
the year ended December 31, 2001.

                                      F-17
<PAGE>

                    TARGITINTERACTIVE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13: OTHER COMMON STOCK TRANSACTIONS (CONTINUED)

In February 2002, the Company sold 1,000,000 shares of common stock to certain
then-current shareholders for $125,000 at $0.125 per share. Additionally, the
Company received a $15,000 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 137,500
shares of common stock to certain of the then-current shareholders for services
provided to the Company. The Company recorded an expense based on the fair
market value of the shares issued at $ .04 per share and recorded $5,500 in
general and administrative expense in its statement of operations during the
year ended December 31, 2002.

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 a total of 30,000 shares of common stock to
the three outside directors of its Board of Directors (10,000 shares each) 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 during the year ended December 31, 2002.

NOTE 14:  PRO FORMA INFORMATION

The following unaudited pro forma financial information reflects the results of
operations for the year ended December 31, 2001 as if the Global Technology
Marketing International, Inc. and Williams Software, Inc. acquisitions had
occurred at the beginning of the respective period 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.

                Year Ended
            December 31, 2001

              Net revenues                                  $  4,712,611
              Net loss                                      $(5,192,500)
              Net loss per share                            $      (.45)


                                      F-18