SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X]      Annual Report Under Section 13 or 15(d) of the Securities Exchange Act
         of 1934

[ ]      Transaction 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.
      ---------------------------------------------------------------------
      (Exact Name of Small Business Registrant as Specified in its Charter)

           Delaware                                         51-0347728
 --------------------------------                  ----------------------------
(State or other jurisdiction of                   (IRS Employer Identification
 Organization)                                     Number)

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

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

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$.001 par value

         Indicate by check mark whether the Registrant (1) has filed all
documents and reports to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 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

         Indicate by check mark if no disclosure of delinquent filers pursuant
to Item 405 of Regulation S-B is 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. [ ]

         State Registrant's revenues for its most recent fiscal year $4,712,611

         State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of April 1, 2002;
$749,825.

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

         The number of shares outstanding of the Registrant's sole class of
Common Stock as of April 1, 2002, was 23,484,606.

                       DOCUMENTS INCORPORATED BY REFERENCE

         None.



<PAGE>


                           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 Registrant'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
TargitInteractive, Inc. (the "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.





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<PAGE>



                             TARGITINTERACTIVE, INC.
                              Report on Form 10-KSB
                   For the Fiscal year Ended December 31, 2001

                                TABLE OF CONTENTS

                                     Part I

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

Item 2.  Description of Property...........................................16

Item 3.  Legal Proceedings.................................................16

Item 4.  Submission of Matters to Vote of Security Holders.................16

                                     Part II

Item 5.  Market for Common Equity and Related Stockholder Matters..........17

Item 6.  Management's Discussion and Analysis or Plan of Operation.........18

Item 7.  Financial Statements..............................................21

Item 8.  Changes in and Disagreements with Accountants on
            Accounting and Financial  Disclosure...........................21

                                    Part III

Item 9.  Directors and 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........................................................25

Item 12. Certain Relationships and Related Transactions....................25

Item 13. Exhibits, List and Reports on Form 8-K............................27

Signatures.................................................................28



                                       3
<PAGE>


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

         Background

         The Company is a Delaware corporation organized in April 1993 under the
name Sterling Partners, Inc. Upon 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, a California corporation
("GourmetMarket"), merged with and into the Company, with the Company being the
surviving corporation. Pursuant to its merger agreement with GourmetMarket, the
shareholders of GourmetMarket received 7,421,220 shares of the Company's common
stock, or approximately 47.4% of the Company's common stock outstanding after
the merger. Also pursuant to the merger agreement, persons holding options for
the purchase of GourmetMarket common stock exchanged their options for options
to purchase 2,298,780 shares of the Company's common stock. The merger agreement
also gave the GourmetMarket shareholders control of the Company's board of
directors, subject to the Company'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 the Company's officers and directors, who
were replaced by designated officers and directors, most of whom were then
officers or directors of GourmetMarket.

         The GourmetMarket.com site was in full operation from September 1998 to
January 15, 2001, when the Company ceased all operations of the site.

         In May and August 2001, the Company acquired TargitMail.com, Inc., an
operating company specializing in permission-based email marketing services and
Williams Software, Inc. / dba FirstPop Technology. ("FP"), a development stage
company pioneering "Instant Windows"(SM) technology for time-specific delivery
of interactive marketing campaigns. Subsequent to these mergers, the Company
changed its name to TargitInteractive, Inc., on August 9, 2001.

         TargitMail.com (Global Technology Marketing International - GTMI) was
founded on April 24, 1998 with the mission of expanding online marketing and
today its focus is to be the leading provider of permission-based email
marketing services to businesses. TargitMail aggregated into one unified
database the email addresses of approximately 27 million people who have granted
permission to send them email advertisements. Customers include Mercedes,
General Motors, Warner Brothers, 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 Technology (FP) (Williams Software, Inc.) was formed in 1999
and has developed a Instant Windows message delivery system platform (Patent
Pending) for use by corporate clients for designing and delivering marketing
campaigns on the Internet. FP has built a proprietary database of approximately
300,000 subscribers. Its beta customer is Arm & Hammer with a promotion
completed in the fourth quarter of 2001. First Pop has raised $1.4 million from
individual investors.

ABCi Certification

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


                                       4
<PAGE>

          The ABCi e-mail verification audit uses uniform processing and
reporting standards to verify internal systems used to create e-mail lists and
deliver messages. In their initial audit, Auditors from the Audit Bureau of
Circulation Interactive Division (ABCi) conducted an examination of the
company's list creation and message delivery systems, and a review ed of all log
transmission activity and validated including internal process controls. Audit
results give advertisers added confidence that TargitInteractive is capable of
executing, reporting on accurately, and meeting the contractual requirements of
the e-mail campaigns it delivers.

Business Overview

         TargitInteractive is an Interactive Marketing Services Provider or
IMSP. TargitInteractive provides technologies for interactive marketing
solutions and features proprietary technology for the delivery of rich media
marketing messages on two platforms: direct to email box and direct to screen
using our proprietary Instant Windows technology. Both are permission based
transmissions.

         The Company's technologies enable the delivery of rich media marketing
messages to multiple platforms including email, and desktop screen.` Marketing
messages can be in any format from text, audio, pictorial, video and animation
using HTML, FLASH and streaming media. Conceptually virtually anything that can
be broadcast on the Internet can be delivered on one of TargitInteractive's
platforms. Marketing messages can be broadcast to either captive or proprietary
databases or shared databases. Presently the Company maintains over 27 million
names and rich profiles in its unified database through relationships with
selected database partners. The customer base is concentrated in three major
industry groups: consumer packaged goods, entertainment and automotive.

         TargitInteractive features capabilities for targeting, profiling,
delivery, tracking and Internet optimization. The Company offers product
managers and advertising managers a tool kit for customizing interactive
marketing campaigns. TargitInteractive has positioned itself as a gateway, or
bridge, enabling marketers to use the Internet as a marketing channel more
effectively with more impact and less expense. From the consumer side,
TargitInteractive is 100% permission-based in its marketing message delivery,
adhering to the highest standards of integrity, security and quality.

         In terms of true interactive marketing, management believes that the
Internet today is still stuck at the advertising level. Internet users are
overwhelmed by the volumes of Internet advertising that can be characterized as
inundating, cluttered, saturated, abusive and generally flat and boring.
TargitInteractive has a different view of the Internet. We view it as an
underutilized channel for true interactive marketing. For interactive
advertising or robust interactive marketing, the challenges remain the same: how
do you get above the noise and the clutter, beyond banners and free from spam?
The TargitInteractive solution is to give the customer the toolkit that allows
its marketing campaigns to stand out, be seen and be acted upon.

         The value of the interactive marketing solution that TargitInteractive
has created is five fold.

o        Who do we deliver to?
         We use our proprietary target profiling technologies to identify
         marketing targets.


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<PAGE>

         o        What do we deliver?
         We deliver marketing messages that are robust: that is, rich in a mix
         of informational, creative, and promotional incentive content. We
         deliver the kind of messages that prospects and customers appreciate.

         o        Where do we deliver?
         TargitInteractive delivers these marketing messages to multiple
         platforms on a time-specific basis through (1) our Instant Window
         platform directly to your desktop or laptop; and (2) directly to your
         email box with a store and forward capability which is called
         "Send-to-Friends."

         o        How do we deliver?
         TargitInteractive employs precision delivery by time and geography and
         can deliver by specified day, hour, time zone, zip code or country
         code. Having the right interactive marketing message is one element.
         But having the ability to deliver the marketing message at the best
         possible time and place, adds another dimension to its effectiveness.

         o        How do we manage?
         TargitInteractive offers the marketer total flexibility and control of
         the marketing message process. Generally, marketing campaigns can be
         launched within 24 hours of receiving final copy, can be tracked
         interactively hour by hour, and can be tweaked daily.

         TargitInteractive as a interactive marketing services provider (IMSP)
employs an application service provider, or ASP model. The core of the product
line is list management services. Around this core is wrapped our interactive
marketing message delivery capabilities. We can also provide independent
tracking and creative services in support of customers' campaigns.

TargitInteractive Positioning

         TargitInteractive provides the bridge to the Internet for product
managers and advertising managers. The bridge can take several directions.
First, it can be a bridge between product line management and their advertising
agency plugging the interactive agency capability gap and enabling them to use
the Internet more effectively with our toolkit. Second, it can be a bridge
directly from the corporate marketing department to the Internet bypassing the
advertising agency where creative workload, politics, or Internet capabilities
dictate. TargitInteractive's in-house creative department has full capability
and can position TargitInteractive as a one-stop-shop for state-of-the-art
interactive marketing.

         Our product line has three components:

         o        list management services,
         o        design of interactive marketing campaigns, and
         o        dual platform marketing message delivery.

Marketing

         TargitInteractive helps its customers and client develop marketing
campaigns focused on any overall marketing objective: customer acquisition,
customer retention, or product advocacy. On acquisition focused campaigns, we
use informational content coupled with creative content to help acquire new
subscribers or to extend subscriber profiling of personal demographics. On
customer retention focused campaigns, creative content is coupled with
promotional incentives to reward and encourage the customer to remain an active
purchasing customer. Product advocacy campaigns can take any form of content. It
is up to the marketer to determine where the interactive marketing campaign
emphasis should be.


                                       6
<PAGE>

         The two platforms are used to optimize a campaign to each stage of the
product marketing cycle: from pre-test, to test, to product introduction and
finally at each stage of a product's life. Our effectiveness is in our
flexibility. At the pretest and the test phase, where time is short and budgets
small, we can quickly and economically provide very measurable test campaign
results. For major product rollouts, we can measure customer response to
marketing programs by geographic area. At each stage of a product's life, the
mix of interactive marketing content can be specifically tailored. We help to
increase the impact of an Internet marketing message by using our suite of
technology-driven, targeting, profiling, delivery and tracking capabilities.

Database Summary and Description

         TargitInteractive maintains a consumer database of approximately 27
million active subscribers derived from partnership agreements with ESPs (E-mail
Service Provider), ISPs(Internet Service Provider), and select website owners.
All partners must first pass very rigorous standards pertaining to privacy
policy, terms of service, and opt-in/opt-out requirements before partnership
status is granted. The subscribers of our partner databases have explicitly
agreed to "opt-in" in order to receive e-mail marketing messages. The database
contains only those subscribers who have clearly demonstrated regular and active
usage of their e-mail address as monitored by the company's internally developed
subscriber grading system. As a result, direct marketers have access to active
Internet users who have a greater propensity to respond to e-mail promotions.

         TargitInteractive's database possesses a wide breadth of information on
each subscriber in its database. The company aggregates consumer, business, and
specialty interest group information into three distinct data sets. Each
recipient record has fields containing demographic, psychographic, general
interest and lifestyle information. For example, the consumer demographics data
set includes information such as age, profession, geography and income level.
General business demographics data includes information such as SIC code,
industry, employee count, credit rating and specific departments. Finally,
special/interest group data includes information such as interests, hobbies,
activities and detailed questions in each specialty category.

         To avoid subscriber "fatigue" or churn, both TargitInteractive and its
partners set advertising volume limits, thereby ensuring that they do not
overload their subscribers with e-mail messages. Typically, TargitInteractive
and its partners set advertising limits at eight messages per month. Database
partners also directly participate in the ad approval process to further promote
and preserve quality and suitability to their respective users. Also, because
TargitInteractive has comprehensive information on each subscriber's interests,
the campaigns are appropriately targeted, thereby mitigating the risk of
subscriber fatigue and turnover.


                                       7
<PAGE>

         Further considering the performance of the company's database and its
individual subscribers, TargitInteractive's technology enables optimization of
delivery speed and technology format to match the exact bandwidth of each
desktop and e-mail box that receives delivery. TargitInteractive offers the
industry's only 100% HTML e-mail delivery capability as all of the company's
shared database partners provide TargitMail with only HTML compliant addresses.

         TargitInteractive database is strongly supported by one of the
industry's most advanced tracking systems. Tracking is done real time, is
web-based, and provides statistics, gross counts and percentages right through
to actual conversions. The tracking is available in a customized output format.
It is this extensive tracking capability that gives TargitInteractive the
immediate and ongoing ability to measure partner performance and enact changes
when prudent. Each and every one of the company's database providers is held
accountable for its results thus providing for maximum returns on all campaigns.

Risk Factors

We have a history of losses and may have future losses.

         The Company has incurred net losses since inception and may incur
losses for the foreseeable future.

         We may increase our operating expenses as a result of expanding our
sales and marketing, product development and administrative operations and
developing new strategic relationships to promote our future growth. As a
result, we will need to generate significant revenues to meet these increased
expenses and to achieve profitability. If we do achieve profitability, we cannot
be certain that we can sustain or increase profitability in the future.

Our success depends upon broader market acceptance of permission email marketing
services and we are uncertain if or when such market acceptance will occur.

         Adoption of permission email marketing services, particularly by those
entities that have historically relied upon traditional means of direct
marketing, such as telemarketing and direct mail, requires the broad acceptance
of a new and substantially different approach to direct marketing. The promotion
of the concept of permission email marketing requires the company to

Competition in the market for Internet advertising and direct marketing is
intense and could adversely affect our business.

         The market for Internet advertising and direct marketing is intensely
competitive, rapidly changing and highly fragmented. We expect that competition
will continue to be intense since advertising has become less effective in the
recent past and because there are no significant barriers to entry. Competition
could result in price reductions, changes in the way services are priced,
reduced gross margin and loss of market share, any of which could cause our
business to suffer.

         Many of our current and potential competitors have greater name
recognition, longer operating histories, larger customer bases and significantly
greater financial, technical, marketing, public relations, sales, distribution
and other resources than we do. Some of our potential competitors are among the
largest and most well capitalized companies in the world. In addition, some of
our competitors may include Web site owners who own permission email lists. We
expect to face competition from these and other competitors, including Internet
portals, traditional list brokers, banner advertising managers, independent list
managers, incentive-based subscriber lists and customer management and retention
service companies.

         Our failure to develop and maintain our sales, marketing and support
organization and relationships with our network partners and third party list
managers would limit our growth.


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<PAGE>

         If we fail to substantially develop our direct and indirect sales and
marketing operations, our growth will be limited. We might not be able to hire,
train or retain the kind and number of sales and marketing personnel we are
targeting because competition for qualified sales and marketing personnel is
intense. In addition, we will increasingly rely on advertising agencies and
direct marketers to resell our products and services. If we do not effectively
manage or grow our sales and marketing channel, our business could suffer.

         We must continue to maintain and expand relationships with entities
which provide us with access to permission email lists. Pursuant to these
contracts, we provide our partners with resale and tracking services by selling
direct marketers access to their lists, and our partners receive a percentage of
our revenue. We cannot be assured that the growth of our business as a result of
our entering into these agreements will be sufficient to meet our expectations
for sales growth and profitability. In addition to our partners, we have
reseller arrangements with third party list managers, under which we pay a fixed
fee for the nonexclusive use of their list for a specific campaign. These third
party list managers are not contractually obligated to provide us with access to
their lists. A majority of the email addresses that we have access to through
our proprietary list, our partners and our list managers is currently comprised
of addresses from list managers. If we fail to maintain or grow our
relationships with our partners and third party list managers, our business
could suffer.

We run the risk of system failure that could adversely affect our business.

         Our operations depend on our ability to protect our computer systems
against damage from a variety of sources, including telecommunications failures,
malicious human acts and natural disasters. The occurrence of any of the above
factors affecting our ability to maintain uninterrupted system performance would
harm our business. Despite network security measures, our servers are vulnerable
to computer viruses and disruptions from unauthorized tampering with our
computer systems. We do not carry business interruption insurance to compensate
for losses that may occur as a result of any of these events. Despite
precautions, unanticipated problems affecting our systems could cause
interruptions in the delivery of our solutions in the future. Our data storage
centers incorporate redundant systems, consisting of additional servers, but the
primary system does not switch over to the backup system automatically.

The loss of any of our executive officers or key personnel would likely have an
adverse effect on our business.

         Our future success also depends upon the continued service of our
executive officers and other key sales, marketing and support personnel. In
addition, our products and technologies are complex and we are substantially
dependent upon the continued service of our existing engineering personnel. Not
all of our officers or key employees are bound by an employment agreement. Our
relationships with these officers and key employees are at will. Moreover, we do
not have "key person" life insurance policies covering any of our employees.

Privacy concerns with respect to our products and services could negatively
affect our business.

         Our technology collects and utilizes data derived from user activity.
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. The effectiveness of our technology and the success of our business
could be limited by any reduction or limitation in the use of personal profiles.
These personal profiles contain bits of information keyed to a specific server,
file pathway or directory location that are stored in the user's hard drive.
Personal profiles are placed on the user's hard drive without the user's
knowledge or consent, but can be removed by the user at any time through the
modification of the user's browser settings. In addition, currently available
applications can be configured to prevent personal profiles from being stored on
their hard drive. Some commentators, privacy advocates and governmental bodies
have suggested limiting or eliminating the use of personal profiles. In the
event this occurs, our business would likely suffer.


                                       9
<PAGE>

Government regulation and legal uncertainties of doing business on the internet
could negatively impact our business.

         Laws and regulations that apply to Internet communications, commerce
and advertising are becoming more prevalent. These regulations could affect the
cost of communicating on the Internet and negatively affect the demand for our
direct marketing solutions or otherwise harm our business. The United States has
laws regarding children's privacy, copyright and taxation. A number of other
laws and regulations may be adopted covering issues such as user privacy,
pricing, acceptable content, taxation and quality of products and services. This
legislation could hinder growth in the use of the Internet generally and
decrease the acceptance of the Internet as a communications, commercial and
direct marketing medium. The European Union recently adopted a directive
addressing data privacy that may result in limits on the collection and use of
user information.

         The laws governing the Internet remain largely unsettled, even in areas
where there has been some legislative action. It may take years to determine
whether and how existing laws including those governing intellectual property,
privacy, libel and taxation apply to the Internet and Internet advertising. In
addition, the growth and development of the market for Internet commerce may
prompt calls for more stringent consumer protection laws, both in the United
States and abroad, that may impose additional burdens on companies conducting
business over the Internet. Our business could suffer with the adoption or
modification of laws or regulations relating to the Internet, or the application
of existing laws to the Internet.

We may face claims for activities of our customers which could harm our
business.

         Our customers' promotion of their products and services may not comply
with federal, state and local laws. A wide variety of laws and regulations
govern the content of advertisements and regulate the sale of products and
services. There is also uncertainty as to the application of these laws to the
emerging world of advertising on the Internet. We cannot predict whether our
role in facilitating these marketing activities would expose us to liability
under these laws. We may face civil or criminal liability for unlawful
advertising or other activities of our customers. If we are exposed to this kind
of liability, we could be required to pay substantial fines or penalties,
redesign our business methods, discontinue some of our services or otherwise
expend resources to avoid liability. Any costs incurred as a result of that
liability or asserted liability could harm our business.

The Delaware Anti-Takeover Statute and the issuance of preferred stock would
make a take-over more difficult.

         As a Delaware corporation, we are subject to the provisions of Section
203 of the Delaware General Corporation Law. In general, this statute prohibits
us from entering into certain business combinations without the approval of our
Board of Directors and a super-majority of stockholders and, as such, could
prohibit or delay mergers or other attempted takeovers or changes in control
with respect to the Company. Such provisions may discourage attempts to acquire
us. In addition, our Certificate of Incorporation authorizes the board of
Directors to issue up to 10,000,000 shares of "blank check" preferred stock
without stockholder approval, in one or more series and to fix the dividend
rights, terms, conversation rights, voting rights, redemption rights and terms,
liquidation preferences, and any other rights, preferences, privileges, and
restrictions applicable to each new series of preferred stock. The issuance of
shares of preferred stock in the future could, among other results, adversely
affect the voting power of the holders of common stock and, under certain
circumstances, could make it difficult for a third party to gain control of the
Company, prevent or substantially delay a change in control, discourage bids for
the common stock at a premium, or otherwise adversely affect the market price of
the common stock.


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<PAGE>

Our OTC Bulletin Board listing limits interest in our stock.

         The Company's Common Stock is traded on the OTC Bulletin Board under
the symbol "TGIT." We will seek to list the Common Stock on the NASDAQ Small Cap
Market or American Stock Exchange as soon as deemed practical. There are
stringent net worth and other requirements that we do not currently meet and may
not meet in the future. The failure to meet listing or maintenance criteria will
result in the failure to effect the listing of our Common Stock on NASDAQ, and
trading, if any, in our Common Stock would be limited to the non-NASDAQ Bulletin
Board market. As a result, there would be a significant lack of liquidity, and
an investor could find it more difficult to dispose of, or to obtain accurate
quotations as to the market value of, our Common Stock.

Future Listing In the Bulletin Board Exchange (BBX).

         The Company has received a letter from the OTC Bulletin Board dated
March 26, 2002, whereby the Company is advised that there are pending changes in
the OTC Bulletin Board or that the OTC Bulletin Board may be closed. The
Company's stock may qualify for listing under the new BBX exchange, but it will
have to submit an application and meet listing requirements. Though these
requirements do not at this time include stock price, minimum income or asset
requirements, there is no assurance that the requirements imposed will be meet
by the Company, or that the Company will have the resources to file for
requirement. If the Company does not file for listing in the BBX exchange or
does not meet the requirements, the Company's shares may be de-listed from the
OTC Bulletin Board, and may only be able to trade on Pink Sheet. Such listing
only on the Pink Sheets, would severely impact the trading of the company's
stock and it liquidity, further creating obstacles to securing new capital
sources, paying employees in stock, settlement of liabilities using Company
stock and executive compensations using stock or stock options.

         In addition and in the interim if, for any reason, the Common Stock
does not remain accepted for inclusion on the OTC Bulletin Board, then the
Company's Common Stock would be expected to continue to be traded in the
over-the-counter markets through the "Pink Sheets". Unless the Common Stock is
included on NASDAQ, the Company's Common Stock will in all probability continue
to be deemed a "penny stock." As a penny stock, the Common Stock is subject to
Securities and Exchange Commission rules which impose additional sales practice
requirements on broker-dealers who sell such securities to persons other than
established customers and accredited investors. For transactions covered by the
rules, the broker-dealer must make a special suitability determination for the
purchaser and receive the purchaser's written agreement to the transaction prior
to the sale. Consequently, the rules may affect the ability of broker-dealers to
sell the Company's securities and also may affect the ability of purchasers in
this offering to sell their shares in the secondary market.

Risk in the spreading of digital virus.

         The Company uses the latest ant-virus software available on the market
to prevent spreading a virus to its' database. However, there can be no
assurance that a new virus in the future might not cause severe damage in an
e-mail campaign, causing great harm to the database partners and their
customers.

Continued and possible new government restrictions of SPAM and e-mail.

         The government is continuing to evaluate, recommend legislation and
increase restrictions on SPAM. While the Company is 100% opt-in through its'
data base partners, there can be no assurance that these partners will continue
to respect the privacy guidelines established by the Company or that future
government regulations may restrict the delivery of e-mail.


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<PAGE>

Seasonal Fluctuation.

         We believe that our business is subject to seasonal fluctuations.
Marketers generally place fewer advertisements during the first and third
calendar quarters of each year, and direct marketers generally mail
substantially more marketing materials in the third calendar quarter of each
year. In addition, expenditures by advertisers and direct marketers vary in
cycles and tend to reflect the overall economic conditions, as well as budgeting
and buying patterns. Furthermore, user traffic on the Internet tends to decrease
during the summer months which results in fewer advertisements to sell and
deliver. A decline in the general economy or in the economic prospects of
advertisers and direct marketers could adversely affect our revenue.

Going Concern

         The Company's viability as a going concern has been dependent since
inception upon its ability to raise sufficient working capital from equity and
debt financing. The Company experienced losses from operations since inception,
and had a working capital deficit at December 31, 2001. The Company experienced
a loss of $ 4,515,192 for the year ending December 31, 2001, and had a working
capital deficit of $4,591,994 at December 31, 2001. Because of the recurring
losses from operations and the negative working capital, failure by the Company
to raise additional capital and/or re-structure its debts could jeopardize the
company's ability to continue operations as currently structured. See "Liquidity
and Capital Resources," below.


If we are unable to attract or train personnel.

         Our future success depends on our ability to identify, recruit, train,
integrate and retain qualified sales and marketing, managerial and technical
personnel. We anticipate the need to hire a significant number of personnel to
achieve our growth objectives. Competition for these personnel is intense. The
inability to attract, integrate and retain the necessary sales, marketing,
technical and administrative personnel could harm our ability to generate
revenue.

Control of the Company.

         The Company has three shareholders that control almost 51% of the
voting of the Company's common share. Those three shareholders though currently
represented on the board of director are not part of the management team. If at
any time a dispute were to develop between management and those three
shareholders, it could severely impact the management and operations of the
Company.

Control of Unrestricted Shares.

         An overwhelming majority of the Company's unrestricted shares are
controlled by a single individual with affiliated group. Concentration of free
trading shares in one person or group may in the future create volatility and
gyrations in the price of the Company's stock price as well as affect liquidity
in the trading of the Company's shares on the OTC Market.

Vulnerability to failure of eTOM technology.

     Because our ETOM technology is relatively new, we cannot assure you that
the use of our services will remain effective in serving, targeting and tracking
advertisements or other marketing and promotional activities. Our revenue would
be adversely affected if marketers do not perceive that the use of our eTOM
services will improve the effectiveness of their marketing campaigns.


                                       12
<PAGE>

Technology

         TargitMail has developed "eTOM" or Electronic Targeted Opt-In Messaging
network that also uses an SQL/Server database structure. TM uses the eTOM system
to analyze, sort, and send to subscribers periodic marketing messages via email.

         FirstPop has developed an Ad Placement management system that uses
client server architecture with SQL/Server database structure. The key
components of the system are the subscriber (the individual registrant who
opts-in to the promotion), the client seed (which is transferred to the users
computer and identifies the registrants' computer to our server) and the
delivery system itself.

eTOM

         TargitMail's e-mail capabilities are powered by the patent-pending
electronic targeted opt-in messaging (eTOM) platform, a robust software
application that performs all of the back-office functions related to preparing
and delivering e-mail campaigns.

         Through multiple web-based interfaces, eTOM supports multiple specific
user needs:

         o        Database Management
                  On the front-end, eTOM collects, manages, and maintains the
         data on all 27 million 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. Finally, eTOM 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.

         o        Campaign Management
                  eTOM provides all the necessary tools to prepare and deliver
         e-mail advertising campaigns. eTOM manages multiple queries, using any
         combination of our demographic selects, builds the ad creative, and
         delivers the ads. eTOM supports text, audio, HTML, streaming media and
         Flash content.

                  eTOM is scalable to support multiple private-label interfaces
         as well.

         o        Client Interface
                  eTOM supports multiple customer-oriented functions, including
         tracking and a customizable CRM module. eTOM's tracking agent provides
         a full range of data to aid in campaign evaluation, including number of
         ads sent, open and click-through rates, link-to-link comparisons, and
         viral tracking. The CRM module supports a fully customizable option set
         and ties to all accepted e-commerce database types.


                                       13
<PAGE>

         o        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.

         o        Administration
                  eTOM supports full administrative functions, enabling us to
         monitor individual database, campaign, and 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.

Instant Windows Concept

         FirstPop has developed an "Instant Windows" capability that allows for
any form of message to be delivered over the Internet to a Subscriber's PC.
These marketing messages are delivered totally independent of where on the
Internet that particular subscriber happens to be. Content can be in any form
that can be placed in a browser window including: text, pictures, audio, or
streaming video. For example, animated characters or streaming automobiles could
emerge from an Instant Window. On the subscriber's PC, Instant Windows can be
used to display ads, coupons, promotional announcements, new product features,
comparative product data, or any form of timely marketing information.

         The "Instant Window" is guaranteed to be seen. An "Instant Window" has
visual proprietary, as it will appear on top of any web site the subscriber is
visiting.

         We refer to anyone who has been identified and profiled by our system
as a "Subscriber". One becomes a Subscriber in one of two ways: either by
receiving content on a CD or receiving a download from a website or e-mail. In
either case a `seed' is transferred to the Subscriber's PC which identifies each
Subscriber to our delivery system.

         A basic Subscriber profile is automatically created by our system at
the time of registration, which occurs when a promotional CD is loaded or
content downloaded and installed from a web site. A product code, corresponding
to the CD or content download, is automatically logged and the registrant's zip
code is required to be entered. In addition optional profile information is
requested, but not required, which will enable our system to better target an
advertising campaign. This may include age, gender, income, and areas of
interest.

Targeting capability.

         Both the FirstPop technology and the TargitMail e-mail capability are
being marketed as side-by-side products under the TargitInteractive umbrella.
The uniqueness of these platforms enables marketing partners to offer marketing
programs - including special promotional programs and advertising campaigns -
targeted to consumers in the FP.

Competition

     The market for interactive, Internet-based marketing solutions is extremely
competitive. We believe that our ability to compete depends upon many factors
both within and beyond our control, including the following:


                                       14
<PAGE>

- the timing and market acceptance of new solutions and enhancements to existing
solutions developed either by us or our competitors;

- the continued and increasing acceptance by marketers of the Internet as an
effective and cost-efficient means of advertising;

- the ability to adapt to the rapidly changing trends of the Internet;

- our customer service and support efforts;

- our sales and marketing efforts;

- our ability to adapt and scale our technology as customer needs change and
grow; and

- the ease of use, performance, price and reliability of solutions developed
either by us or our competitors.

         While the permission-based e-mail market is projected to grow over the
next few years, it is a highly fragmented and highly competitive business. With
the wide availability of mailing lists and mass mailing software, there are few
barriers to entry into the market. While management 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 its services.

         Though there are potentially 1000s of competitors that complete with
the Company in one way or the other The Company has identified
NetCreations/PostMasterDirect and YesMail as primary competitors in the
full-service e-mail market. Though we feel that we have a superior product and
technology the two companies identified below are the main competitors for our
business.

         NetCreations/PostMasterDirect
(Subsidiary of Italian ISP and multimedia conglomerate SEAT Pagine Gialle based
in NYC)
NetCreations/PostMasterDirect 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.

         YesMail
(Subsidiary of CMGI, based in Chicago)
While impacted by the financial difficulties of parent company CMGI, YesMail
remains strong. They have recently completed a shift in business focus to iCRM
(List Management) but still maintain a sizeable acquisition e-mail business.
Again, 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. With roughly triple the number of employees
as the Company; YesMail maintains sales offices in New York, Boston, Los
Angeles, San Francisco and other cities.

         In addition as we expand the scope of our services, 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. In
addition to the companies listed above. There are several companies offer
competitive products or services or advertising networks, these include
DoubleClick, 24/7 Media and Engage Technologies. Our business also encounter
competition from providers of advertising inventory and database management



                                       15
<PAGE>

products and related services, including DoubleClick 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.

Patents.

         The Company has completed a patent application, defining the unique
features of the Instant Windows message delivery system, and will submit it
through local patent counsel. Preliminary search results of prior art indicate a
high probability of success for the issuance of a process patent.

         The U.S. and the foreign PCT patent application were filed for the eTOM
system by TargitMail at the beginning of 2001.

Corporate Office.

         The Company's Corporate office is located at 155 Commerce Way,
Portsmouth, NH 03801. Its telephone number is 603-766-8300.

ITEM 2.  DESCRIPTION OF PROPERTY

         The Company operates out of a 9,700 square foot facility in Portsmouth,
New Hampshire and pays $8,098 per month in rent. The lease expired December of
2002. In addition. The Company also leases on a month to month basis a 2,000
square foot facility in Boca Raton, Florida for $2,100 per month.

ITEM 3.  LEGAL PROCEEDINGS

         Global Technology Marketing International (GTMI) is a defendant in a
number of pending legal proceedings. Except for the following cases, all pending
litigation relates to accounts payable issues and the Company believes that
these items will not materially affect its business, results of operation or
financial condition.

         On April 4, 2001, Juno Online Services, Inc. filed a complaint against
Global Technology Marketing International, LLC. The complaint alleges that Juno
is due more than $3,342,952 for marketing services pursuant to an advertising
agreement. As of December 31, 2001, the Company is negotiating with Juno to
significantly reduce the amount owed. The Company has recorded a payable to Juno
in the amount of $1,114,769. On May 16, 2001, (GTMI) filed an answer denying all
material allegations and raising various counterclaims that seek rescission of
all contracts between the parties based on Juno's fraudulent inducement. On June
8, 2001 Juno replied to the counterclaims and denied the material allegations.
Because the payables are involved in litigation, events could occur in the near
term that would materially affect the amount and timing of payments of this
account.

         On December 27, 2000, Richard J. Alberigi filed a complaint against
Global Technology Marketing International, LLC. The complaint alleges that the
former employee was not paid severance and other benefits and is seeking damages
in the amount of $45,000. On July 26, 2001, Global Technology Marketing
International filed a response to request for admissions. The Company denies the
allegations and has not accrued expenses for this case.

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

         By consent of the majority of the shareholders of record and pursuant
Delaware General Corporation Law Section 228 the Company's shareholders approved
on June 25th 2001 to:

         1. REVERSE STOCK SPLIT. Approval to a 30 for 1 reverse stock split of
the outstanding common stock.


                                       16
<PAGE>

         2. AMENDMENT TO CERTIFICATE OF INCORPORATION: Approval to amendment to
our Certificate of Incorporation that, when effective, changed our name to
TargitInteractive Inc

         3. ELECTION OF DIRECTORS. Noel Guillama, C. Lawrence Rutstein and Bruce
Hausman, current directors, have been elected to our Board of Directors. James
Baker and Guenther Reibling have been elected directors effective upon the
closing of the FirstPop acquisition.

         4. EQUITY INCENTIVE PLAN. The Company's 2001 Equity Incentive Plan was
approved. The Plan is further described in the attachment to the Form 14 C as
filed.

         The notice of the vote and outcome was submitted in a Form 14 C filed
with the Securities and Exchange Commission on July 3,2001.

         As of April 1, 2002 there are no shares issued under the 2001 Equity
Incentive Plan. A total of 1,660,891 option were granted under the 2001 Equity
Incentive Plan.

         Subsequent to the filling of the information statement Bruce Hausman
resigned from the Board of Directors.

         No additional matters were submitted to a vote of security holders
during the fourth quarter of calendar year 2001.

                                  PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         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, 2000                 1.5625       1.125
Quarter Ended June 30, 2000                  1.50          .9375
Quarter Ended September 30, 2000             1.4375        .4375
Quarter Ended December 31, 2000               .6094        .0938
Quarter Ended March 31, 2001                 2.81         1.41
Quarter Ended June 30, 2001                  6.90         1.20
Quarter Ended September 30, 2001             1.20          .20
Quarter Ended December 31, 2001               .92          .30

         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 warrants.

         As of April 1,2002, there were 173 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.


                                       17
<PAGE>

         As of April 1, 2002, there were 23,484,606 shares of Common Stock
issued. Of those shares 21,421,536 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.

         The Company has not paid a cash dividend on the common stock since
current management joined the Company. 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.

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

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         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 in this Report to "TI","Targit", "we," "our" and "us" refer
to TargitInteractive, Inc. TargitInteractive is an Interactive Marketing
Services Provider or IMSP. TargitInteractive provides technologies for
interactive marketing solutions and features proprietary technology for the
delivery of rich media marketing messages on two platforms to email or to
desktops/laptops using our Instant Windows platform

CRITICAL ACCOUNTING POLICIES

         Financial Reporting Release No. 60, which was recently released by 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, 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
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 judgements 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.


                                       18
<PAGE>

General

         The Company's technologies enable the delivery of rich media marketing
messages to multiple platforms including email, and desktop screen. Marketing
messages can be in any format from text, audio, pictorial, video and animation
using HTML, FLASH and streaming media. Anything that can be broadcast on the
Internet can be delivered on one of TargitInteractive's platforms. Marketing
messages can be broadcast to either captive or proprietary databases or shared
databases. Presently the Company maintains over 27 million names and rich
profiles in its unified database through relationships with selected database
partners. The customer base is concentrated in three major industry groups:
consumer packaged goods, entertainment and automotive.

         TargitInteractive features capabilities for targeting, profiling,
delivery, tracking and Internet optimization. The Company offers product
managers and advertising managers a tool kit for customizing interactive
marketing campaigns. TargitInteractive has positioned itself as a gateway, or
bridge, enabling marketers to use the Internet as a marketing channel more
effectively with more impact and less expense. From the consumer side,
TargitInteractive is 100% permission-based in its marketing message delivery,
adhering to the highest standards of integrity, security and quality.

         Since inception, substantially all of our revenue has been derived from
delivering email campaigns. We offer emails from a limited amount of database
partners primarily priced on a cost per every emails delivered, or CPM, basis.
We also offer direct marketing programs, which may be priced on a cost per
action basis, (CPA) such as cost for each new user, registration, purchase or
opening of email.

         Costs of revenue includes only the fee/commissions we pay our database
partners under our previously negotiated agreements. The trend is that our cost
of goods sold is decreasing as our marketing and personnel cost increase.

         Our business is subject to seasonal fluctuations. Advertisers generally
place fewer advertisements during the first and third calendar quarters of each
year. In addition, expenditures by advertisers and direct marketers vary in
cycles and tend to reflect the overall economic conditions, as well as budgeting
and buying patterns. Furthermore, user traffic on the Internet tends to decrease
during the summer months which results in fewer advertisements to sell and
deliver. A decline in the general economy or in the economic prospects of
advertisers and direct marketers could adversely affect our revenue.

         The year ending on December 31, 2001, was a year of change,
re-organization and re-focus for the Company. Starting May 1, 2001 a new
management team was put in charge of the Company's major operation
TargitMail.com. Since then management has viewed 2001 as a year for making the
changes that would allow the Company to be a major player in the interactive
industry.

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2001 AND 2000

         Revenues decreased 24.3% to $4,712,611 for the year ended
December 31, 2001 from $6,225,426 for the year ended December 31, 2000.
This decrease was due to a reduction in personnel, reduction in
marketing/advertising and general decline in advertising after the terrorist
attack of September 11, 2001. In addition, a large number of the Company's
clients in 2000 were internet/online based advertisers which significantly
curtained their advertising or ceased business during 2001.


                                       19
<PAGE>

         Cost of revenue was $2,371,670 for the year ended December 31, 2001 and
$13,019,836 million for the year ended December 31, 2000 a decrease of 81.8%.
This drop was caused by drastic reductions in compensation paid to database
partners and the Company eliminated a business relationships with USA.net and
yesmail.com.

         Payroll expense dropped 24.7% to $2,663,091 for the year ending
December 31, 2001 from $3,406,922 for the year ending December 31, 2000. The
Company, based on the reduction sales and a limited cash, continues to reduce
the workforce.

         General and Administrative cost dropped 35.0 % to $3,406,922 for the
year ending December 31, 2001 from $ $5,243,713 for the year ending December 31,
2000. The reduction was primarily due to a reduction in the monies spent on
marketing.

         Net loss for the year ending December 31, 2001 was $4,415,192 compared
to a net loss of $18,044,664 for the year ended December 31, 2000, or a
reduction in loss of 75.0%. The net loss decrease was a result of the
restructuring and reductions in the cost of revenue and expenses as explained
above.

LIQUIDITY AND CAPITAL RESOURCES

         The cash used in operating activities for the year ended December 31,
2001 of $1,201,194, resulting from a loss of $4,515,192, were offset by non-cash
adjustments of $2,398,059 and a net change in assets and liabilities of
$915,939. The Company had a negative working capital of $4,591,994 at December
31, 2001. Accounts payable of $4,585,682 accounted for a majority of the
negative working capital in which the Company has and is continuing to negotiate
concessions from its trade creditors. For the year ended December 31, 2001, the
Company realized a gain on settlement of accounts payable of $103,804.

         Net cash provided by investing activities was $188,435 consisting of
cash acquired of $225,775 in the FirstPop acquisition. Net cash provided by
financing activities was $957,583, which was due to draws on a line of credit
guaranteed by the former preferred shareholders and to proceeds from
subscriptions receivable and sale of common stock. In addition, the Company
realized a capital contribution, in the form of a payoff of Company debt, in the
amount of $12,800,000.

         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
and cost reduction measures. There can be no assurance that the Company will be
able to successfully implement its plans, or if such plans are successfully
implemented, that the Company will achieve its goals. Furthermore, if the
Company is unable to raise additional funds, it may be required to reduce its
workforce, reduce compensation levels, reduce dependency on outside consultants,
modify its growth and operating plans, and 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.

         The Company is in negotiation with certain current shareholders for
additional capital contributions in order to obtain additional working capital.
The Company has received $140,000 from the sale of common stock subsequent to
December 31, 2001. Additionally, the Company is exploring factoring its accounts
receivable.

YEAR 2000 COMPLIANCE

         We did not experience any significant malfunctions or errors in our
operating or business systems when the date changed from 1999 to 2000. Based on
operations since January 1, 2000, we do not expect any significant impact to our
on-going business as a result of the "Year 2000 issue." However, it is possible
that the full impact of the date change, which was of concern due to computer
programs that use two digits instead of four digits to define years, has not
been fully recognized. We cannot quantify the amount of our potential exposure
but we believe that any such problems are likely to be minor and correctable. In
addition, we could still be negatively impacted if our customers or suppliers
are adversely affected by the Year 2000 or similar issues. We currently are not
aware of any significant Year 2000 or similar problems that have arisen for our
customers and suppliers. In preparation for the year 2000, we incurred internal
staff costs as well as consulting and other expenses. Year 2000 expenses
incurred to date totaled less than $100,000.


                                       20
<PAGE>

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 8K 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
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 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 this Report 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 sets forth the names and ages of the Company's officers
and directors. The directors of the Company are elected annually by the
shareholders, and the officers are appointed annually by the board of directors.

NAME                       AGE              POSITION
----------------------------------------------------

C. Lawrence Rutstein       57               Vice Chairman-Director
Noel J. Guillama           42               Director
David Smith                57               Director
Louis A Chiesa             58               Director
Byron S. Kalogerou         40               Director
James D. Baker             58               President and Director
Guenther Reibling          49               Director

         The principal occupations and business experience of each director,
other than officers previously mentioned, are as follows:

            C. Lawrence Rutstein, Director. Mr. Rutstein has been a director
since August 2000 and was Chairman from August 2000 to May 2001. He was also a
director in 1999. Mr. Rutstein is a graduate of Harvard Law School, and has
spent the last 12 years in a number of public and private ventures. In 1989 he
took a national distributor of fasteners public, and served as its CEO until
1991. He formed an investment partnership for the purchase of an AA minor league
baseball team and served as its executive vice president during 1992-1993. He
independently arranged for the financing of the management buyout of a major
Philadelphia and New York financial printer, served on its Board of Directors,
and consulted with the company regarding its corporate strategy. He was the
creator of CapQuest Partners, Inc., a merchant-banking firm that invested in two
computer software companies during 1995-1997. He also served as CEO of Regenesis
Holdings, Inc., from 1997-1998, a one-time NASDAQ Small Cap listed healthcare
company, in an effort to find new directions for that company. He has served on
the Board of Directors of several other public companies during the last five
years.


                                       21
<PAGE>

         Noel J. Guillama, Director. Mr. Guillama formally served as Chairman
and CEO of TargitInteractiveSM 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.

         Louis A. Chiesa, Director. Mr. Chiesa has been a director since
September 2001. He has been an employee of Tyco International Ltd. since 1975 in
various financial and administrative capacities. He currently serves as Senior
Vice President--MIS and Administration with global responsibility for MIS,
transportation, procurement, e-business and real estate. He has also served as
director of auditing and controller. Mr. Chiesa also has served as a consultant
to TargitMail at its inception. Mr. Chiesa has a BS from Bentley College.

         Byron S. Kalogerou, Director. Mr. Kalogerou has been a director since
September 2001. He has been an employee of Tyco International Ltd. and
subsidiaries since 1990. He has been the Vice President, General Counsel and
Secretary of Tyco Communications Group since January 2000 and coordinated the
initial public offering of TyCom, Ltd. in July 2000. He has also served as Vice
President and Assistant Secretary of Tyco International Ltd. and General Counsel
of Tyco's International Operations. Mr. Kalogerou's expertise is in the areas of
mergers and acquisitions and joint ventures, with extensive experience in
commercial, international, securities and antitrust law. Mr. Kalogerou has a B.A
from Dartmouth College and a JD from Vermont Law School.

         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. Mr. Reibling 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.

         James D. Baker, President. Mr. Baker became a director and president on
the closing of the FirstPop transaction on July 27, 2001. He has been Chairman
and CEO of FirstPop from inception in 2000. Mr. Baker has many years of
experience as CEO of several successful high technology start-up companies. He
has founded and operated several profitable computer-based high technology
companies where he played a key role in their launch and success. Mr. Baker has
been involved with integrated computer systems for over 25 years. Mr. Baker was
employed from 1967 to 1981 by IBM in their MIS area and was a Project Manager of
Security Systems Development. He left IBM in 1981 to form his own company,
Computer Application Systems, Inc., a Florida corporation ("CASI"), which
commercialized computer-based security systems. CASI customers included IBM,
General Motors, Salomon Brothers, banks, hospitals and many Fortune 1000 firms.
CASI was number 50 in the Inc. 500 list of fastest growing privately held
companies in the United States in 1987 and was then sold to Figgie International
Inc. in September 1987. Mr. Baker worked with Figgie as a Vice President of



                                       22
<PAGE>

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. RAPOR customers include
IBM, Intel and the US Army. 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. a
NASDAQ company. Mr. Baker has a Bachelor of Science degree in industrial
management from the University of Cincinnati and pursued a master's degree in
business administration at the University of Michigan.

         David Smith, Director. Mr. Smith 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.

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 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
his conduct was lawful.

         There are no committees of the Board, which acts as the full Board with
respect to any matter. As of the 4th quarter of 2001, the Board of Directors
voted to pay all not executive directors 10,000 shares of stock per year and
grant them 50,000,5 year options at $0.50 per shares, in addition to expense for
actual attendance at each regular or special meeting.

Compliance with Section 16(a) of the Exchange Act

         Based solely on a review of Forms 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, the Company believes that
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.

ITEM 10. EXECUTIVE COMPENSATION

         The following tables and notes present for the three years ended
December 31, 2001, the compensation paid by the Company to the executive
officers. No current executive officer received compensation of $100,000 in
1999, 2000, 2001.


                                       23
<PAGE>

The following table sets forth information regarding the compensation of the
Company's Chief Executive Officer (CEO) and its other executive officers:
<TABLE>
<CAPTION>

                                                                           Restricted Options/SAR
    Name             Principal Position          Year         Salary        Stock           Award
    ----             ------------------          ----         ------        -----           -----

<S>                  <C>                         <C>        <C>             <C>            <C>
James D. Baker       President                   2001       $  36,000       17,502         113,320


Noel J. Guillama     CEO and Chairman            2001       $      --       22,000         100,000

David M. Smith       Executive Vice President    2001       $  36,000       17,502         113,320
</TABLE>

The following table sets forth information regarding options granted during the
year ended December 31, 2001:
<TABLE>
<CAPTION>
                                         % of Total
                                        Options/SARs
                        Options/         Granted to     Exercise
                          SARs            Employees      or Base    Expiration
Name                    Granted        in Fiscal Year     Price        Date         0%   (a)
----                    -------        --------------     -----        ----         --------
<S>                     <C>               <C>             <C>        <C>            <C>
James D. Baker          509,924           30.7%           0.01       9/20/2006      198,870

Noel J. Guillama        100,000            6.0%           0.01       0/20/2006       39,000

David M. Smith          196,767           11.8%           0.01       9/20/2006       76,739
</TABLE>


         (a) The closing sale price of the Common Stock on December 31, 2001 as
reported by OTCBB was $0.35 per share. Value is calculated by multiplying (1)
the difference between $0.35 and the option exercisable price by (2) the number
of shares of Common Stock underlying.

         Total number of options granted to non-executive for the twelve months
ended December 31, 2001 was 854,200.

Aggregated Fiscal Year-End Option Value Table.

         The following table sets forth certain information concerning
unexercised stock options as of December 31, 2001
<TABLE>
<CAPTION>

                               Value of Unexercised                    Number of
                                  In-the -Money                       Unexercised                    Share
                               Options at 12/31/01                  Held at 12/31/01                 Acquired
       Name            Exercisable     Unexercisable          Exercisable       Unexercisable      on Exercise
       ----            -----------     -------------          -----------       -------------      -----------
<S>                         <C>              <C>                  <C>               <C>            <C>
James D. Baker              113,320        396,604
Noel J. Guillama            100,000              -                100,000                -                 -
David M. Smith              113,320          83,447               113,320           83,447                 -
</TABLE>

         (a) The closing sale price of the Common Stock on December 31, 2001 as
reported by OTCBB was $0.35 per share. Value is calculated by multiplying (1)
the difference between $0.35 and the option exercisable price by (2) the number
of shares of Common Stock underlying.


                                       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.

                                                                  Percentage of
                                        Amount/Nature of          Beneficial
   Name/Address of                  Beneficial Ownership          Ownership of
  Beneficial Owner                    of Common Stock             Common Stock

Baker, James                  (1)          1,060,938                   4.02%
Guillama, Noel J.             (2)          1,242,500                   4.71%
Kozlowski, Dennis             (3)          6,200,000                  23.49%
Swartz, Mark                  (4)          6,226,253                  23.59%
Reibling, Gunther             (5)          1,127,300                   4.27%
Reibling, Lorenz                             953,906                   3.61%
Rutstein, C. Lawrence         (6)            393,334                   1.49%
Kalogerou, Byron              (7)             60,000                       *
Chiesa, Louis                 (8)             60,000                       *
Smith, David Morgan           (9)            938,267                   3.56%
Swartz, Neil                  (10)         2,100,000                   7.96%

Directors and Executive
Officers, as a group (11 persons)         18,243,121                  69.05%


(1)      Includes (1) 692,648 shares held by Mr. Baker and (2) 198,310 shares
         issuable upon exercise of options at $.01 per share until September 20,
         2006. Does not include (1) 1,047,731 shares issuable monthly at a rate
         of 41,909 shares per month until July 2004 (2) 311,614 shares issuable
         upon exercise of options at $.01 per share until September 20, 2006
         which are not yet vested.
(2)      Includes (1) 642,500 shares held by Mr. Guillama; (2) 250,000 shares
         held by Guillama Family Holdings, Inc., a corporation in which Mr.
         Guillama is an officer; (3) 250,000 held by Mr. Guillama as trustee for
         his minor son; and (4) 100,000 shares issuable upon exercise of options
         at $.01 per share until September 20, 2006.
(3)      Includes (1) 5,200,000 shares held by Mr. Kozlowski and (2) 1,000,000
         shares issuable upon the exercise of warrants at $1.00 per share that
         expire June 30, 2002.
(4)      Includes (1) 5,206,667 held by Mr. Swartz; (2) 18,750 share held by Mr.
         Swartz' Family Trust; (3) 209 jointly owned with Mr. Swartz's wife; (4)
         627 owned by Mr. Swartz's children; and (5) 1,000,000 shares issuable
         upon the exercise of warrants at $1.00 per share that expire June 30,
         2002.
(5)      Includes (1) 1,077,300 shares held by Mr. Reibling and (2) 50,000
         shares issuable upon exercise of options at $.50 per share until
         December 10, 2006.
(6)      Includes (1) 133,334 shares held by Mr. Rutstein; (2) 100,000 shares
         issuable upon exercise of options at $.01 per share until December 10,
         2006 and (3) 160,000 100,000 shares issuable upon exercise of options
         at $.50 per share until December 10, 2006. Does not include 40,000
         shares issuable upon exercise of options at $.50 per share until
         December 10, 2006 which are not yet vested.
(7)      Includes (1) 10,000 shares held by Mr. Kalogerou and (2) 50,000 shares
         issuable upon exercise of options at $.50 per share until December 10,
         2006.
(8)      Includes (1) 10,000 shares held by Mr. Chiesa and (2) 50,000 shares
         issuable upon exercise of options at $.50 per share until December 10,
         2006.
(9)      Includes (1) 741,500 shares held by Mr. Smith and (2) 196,767 shares
         issuable upon exercise of options at $.01 per share until September 20,
         2006.
(10)     Includes (1) 1,300,000 shares held by Mr. Swartz and (2) 800,000 shares
         held by Travlang Inc., a company believed to be controlled by
         Mr. Swartz.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      In January 1999, MCG Partners, Inc., a newly-organized business consulting
firm ("MCG"), agreed with GourmetMarket and the Company that MCG would assume
certain obligations of Marblehead Capital Group, Inc., a firm which had provided
guidance to the Company and Marblehead in connection with their proposed merger.
Pursuant to that agreement, the Company issued MCG 100,000 shares of the




                                       25
<PAGE>

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 Partners, a company controlled by Neil Swartz, 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 of the Company of
GTMI/TargitMail and FirstPop. These shares were subsequently registered by the
Company in a 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 $146,000 in cash and $104,000 by the
assumption of liabilities. iiGroup, Inc., is an affiliate of MCG Partners, Inc.,
a principal 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 so 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 its newly acquired wholly owned subsidiary FirstPop.com,
for management services over thirty-six months. The shares vest ratably over the
three-year period. At September 30, 2001, the Company has recorded $327,250 of
unearned compensation in the equity section of the balance sheet and has
recognized $19,250 of stock based compensation expense related to the issuance.
The shares were valued using the fair market value on the date of issuance as
determined by an independent fair value appraiser.

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

         Subsequent Events

         During the first Quarter of 2002 the Company opened a new sales office
in Boca Raton, Florida. The Company had hired 8 people consisting of 5 sales
people, two managers/supervisors and one support person. The Company has
completed the training of these new individuals and sales began during the month
of March 2001.


                                       26
<PAGE>

         Due to the Company's continued cash-flow problems and drop in sale in
the first quarter of 2002, it is possible that the Company may not be able to
keep paying the premiums on its Directors and Officers Liability insurance. If
the Company losses such coverage, it is very possible that some or most of the
outside directors will resign.

ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K

(a) Exhibits

Exhibit No.    Description
-----------    -----------

2.1      Merger Agreement dated January 29, 1999*
2.2      Merger Agreement with GMTI and the Company dated May 25, 2001*
2.3      Merger Agreement with Williams Software and the Company Dated June 30,
         2001*
3.1      Articles of Incorporation, as amended*
3.2      By-Laws*
4.1      Form of common stock certificate*
10.1     1999 Stock Plan*
10.2     Agreement dated February 1, 1999, between Rainmaker Capital and
         GourmetMarket.com, Inc.*
10.3     Technical Support Agreement, dated February 1, 1999, between i-Labs,
         Ltd., and GourmetMarket.com, Inc.*
10.4     Letter Agreement, dated February 15, 1999, between Richmond House
         Marketing and Promotions and GourmetMarket.com, Inc.*
10.5     Consulting Agreement, as amended, dated as of January 29, 1999, between
         GourmetMarket.com, Inc., and MCG Partners, Inc.*
10.6     Agreement, dated April 29, 1999, between At Home Corporation and
         GourmetMarket.com, Inc.*
10.7     Shopping Channel Promotional Agreement, dated May 6, 1999, between
         America Online, Inc., and GourmetMarket.com, Inc.*
10.8     Employment Agreement with Chanan Steinhart dated January 22, 1999*
10.9     Assignment and Transfer Agreement dated September 25, 1998, between
         Arome Publishing U.S., Inc., and GourmetMarket.com*
10.10    Development and License Agreement, dated March 31, 1997, between
         i-Labs, Ltd., and Chanan Steinhart*
10.11    Assignment Agreement, dated November 6, 1997, between
         GourmetMarket.com, and Chanan Steinhart*
10.12    Stock Purchase and Assignment Agreement, dated September 25, 1998,
         between GourmetMarket.com and Arome Publishing U.S., Inc.*

* Filed previously

(b) Form 8-K

The Company filed no reports on SEC Form 8-K for the quarter ended December 31,
2001.



                                       27
<PAGE>


                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant caused this Annual Report and any subsequent amendments
thereto to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                          TARGITINTERACTIVE, INC.

Dated: April 16, 2002                     By: /s/ James D. Baker
                                          -------------------------------------
                                          James D. Baker, President

Pursuant to the requirements of the Securities Act of 1934, this Annual Report
has been signed below by the following persons in their respective capacities
with the Registrant and on the dates indicated.

Dated:   April 16, 2002

Name                                       Title

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

   /s/ David Smith                         Director
-----------------------
David Smith

   /s/ Larry Rutstein                      Director
-----------------------
Larry Rutstein

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

                                           Director
-----------------------
Byron Kalogerou

   /s/ Gunther Reibling                    Director
-----------------------
Gunther Reibling

                                           Director
-----------------------
Louis A Chiesa


                                       28
<PAGE>

                                                                   PAGE
                                                                   -----





INDEPENDENT AUDITORS' REPORTS                                       F-1 - 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-15





<PAGE>


                          INDEPENDENT AUDITORS' REPORT

We have audited the accompanying consolidated balance sheet of
TargitInteractive, Inc. and Subsidiaries at December 31, 2001 and the related
consolidated statements of operations, accumulated shareholders' deficit and
cash flows for the year 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 audit.

We conducted our audit 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 audit provides 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 at December 31, 2001 and the results of their operations
and cash flows for the year 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


April 8, 2002
Miami Beach, Florida


                                      F-1
<PAGE>

                       DASZKAL BOLTON MANELA DEVLIN & CO.
                          CERTIFIED PUBLIC ACCOUNTANTS
                          ----------------------------
                   A PARTNERSHIP OF PROFESSIONAL ASSOCIATIONS

       2401 N.W. BOCA RATON BOULEVARD, SUITE 100 BOCA RATON, FLORIDA 33431
                   TELEPHONE (561) 367-1040 FAX (561) 750-3236

JEFFREY A. BOLTON, CPA, P.A.                    MEMBER OF THE AMERICAN INSTITUTE
MICHAEL I. DASZKAL, CPA, P.A.                    OF CERTIFIED PUBLIC ACCOUNTANTS
ROBERT A. MANELA, CPA, P.A.
TIMOTHY R. DEVLIN. CPA, P.A.
MICHAEL S. KRIDEL, CPA, P.A.


                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------

To the Board of Directors and Stockholders
Global Technology Marketing International, Inc. and Subsidiary

We have audited the accompanying consolidated statements of operation, changes
in stockholders' equity and cash flows of Global Technology Marketing
International, Inc. and subsidiary as of December 31, 2000. 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 audit.

We conducted our audit 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 audit provides 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 Global Technology
Marketing International, Inc. and subsidiary as of December 31, 2000, and the
results of its operations and its cash flows for the year then ended in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. The Company has experienced
recurring losses and negative cash flows from operations for the year ended
December 31, 2000 and also has a working capital deficiency. These matters raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans regarding those matters are described in the footnotes
accompanying the financial statements. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.


                                          /S/ DASZKAL BOLTON MANELA DEVLIN & CO.


Boca Raton, Florida
July 27, 2001


                                      F-2
<PAGE>



                    TARGITINTERACTIVE, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2001
<TABLE>
<CAPTION>

ASSETS
<S>                                                                         <C>
Current assets:
  Cash                                                                      $    102,483
  Accounts receivable, net of allowance for doubtful accounts of $252,789        484,647
   Prepaid expenses and other current assets                                     193,657
                                                                            ------------

   Total current assets                                                          780,787

Property and equipment                                                           556,371
Intangibles                                                                      939,019
Other assets                                                                      47,906
                                                                            ------------
Total assets                                                                $  2,324,083
                                                                            ============
LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
  Accounts payable                                                          $  4,585,682
  Accrued expenses                                                               572,376
  Current portion of obligations under capital leases payable                     55,338
  Deferred revenue                                                               159,385
                                                                            ------------

Total current liabilities                                                      5,372,781

Obligations under capital leases, net of current portion                          13,195
                                                                            ------------
Total liabilities                                                              5,385,976
                                                                            ------------
Commitments and contingencies

Shareholders' deficit:
  Common stock; $.001 par value; 100,000,000 shares authorized;
     22,924,606 shares issued and outstanding; and additional
     paid in capital
                                                                              22,569,095
  Subscriptions receivable                                                       (32,762)
  Unearned compensation                                                         (492,586)
  Accumulated deficit                                                        (25,105,640)
                                                                            ------------
Total shareholders' deficit                                                   (3,061,893)
                                                                            ------------
Total liabilities and shareholders' deficit                                 $  2,324,083
                                                                            ============
</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, 2001 AND 2000


                                                      2001             2000
                                                  ------------     ------------

Revenues                                          $  4,712,611     $  6,225,426

Costs and expenses:
   Costs of revenues                                 2,371,670       13,019,836
   Payroll, benefits and related expense             2,663,091        3,538,273
   General and administrative                        3,406,922        5,243,713
                                                  ------------     ------------
Total costs and expenses                             8,441,683       21,801,822

Loss from operations                                (3,729,072)     (15,576,396)

Interest (expense)                                    (902,011)      (2,244,556)
Gain on settlement of accounts payable                 103,804               --
Gain (loss) on disposal of assets                       12,087         (223,712)

                                                  ------------     ------------
Net (loss)                                        ($ 4,515,192)    ($18,044,664)
                                                  ============     ============

Discount attributable to beneficial conversion
  privilege of preferred stock                       (143,182)          (85,910)

Net loss applicable to common stock                (4,658,374)      (18,130,574)
                                                  ============     ============

Basic and diluted loss per common share           $      (0.31)    $      (1.74)
                                                  ============     ============
Weighted average number of common
  shares outstanding                                15,136,182       10,400,000
                                                  ============     ============



          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, 2001 AND 2000
<TABLE>
<CAPTION>

                                                                COMMON                          PREFERRED
                                                                 STOCK                           STOCK                 ADDITIONAL
                                                       ---------------------------    ---------------------------        PAID-IN
                                                          SHARES         AMOUNT          SHARES          AMOUNT          CAPITAL
                                                       ------------   ------------    ------------    ------------    ------------

<S>                                                    <C>            <C>                <C>          <C>             <C>
                         BALANCE, JANUARY 1, 2000                --   $         --              --    $         --    $         --

                            Capital contributions                --             --              --              --              --

                  31.24% equity interest/warrants                --             --              --              --              --

                         Issuance of common stock        10,400,000         10,400             --              --          69,713

                      Issuance of preferred stock                --             --       5,000,000           5,000       6,688,959

 Reclass limited liability corporation deficit to                --             --              --              --         (69,713)
                       additional paid in capital

Embedded dividends on convertible preferred stock                --             --              --              --          85,910

                                         Net Loss                --             --              --              --              --
                                                       ------------   ------------    ------------    ------------    ------------

                     BALANCE AT DECEMBER 31, 2000        10,400,000   $     10,400       5,000,000    $      5,000    $  6,774,869

Embedded dividends on convertible preferred stock                --             --              --               --        143,182

     Capital contribution, net of preferred stock                --             --      (5,000,000)         (5,000)     12,805,000
                                       retirement

              Warrants to preferred stock holders                --             --              --              --         560,000

                 Acquisition of Global Technology         1,778,784          1,779              --              --        (435,480)

                       Management incentive stock         1,575,000          1,575              --              --         344,925

                   Consulting fee in lieu of cash         1,275,000          1,275              --              --         572,475

                 Conversion of related party note           200,000            200              --              --          60,264

                 Acquisition of Williams Software         7,045,000          7,045              --              --       1,161,080

                            Stock in lieu of rent            54,781             55              --              --          13,295

      Receipt of cash for subscription receivable                --             --              --              --              --

                  Settlement with former employee            66,141             66              --              --          14,816

                  Grant of employee stock options                --             --              --              --         394,474

                         Issuance of common stock           499,900            500              --              --         124,475

                        Compensation to directors            30,000             30              --              --          12,795

       Amortization of management incentive stock                --             --              --              --              --

           Amortization of employee stock options                --             --              --              --              --

                                         Net Loss                --             --              --              --              --
                                                       ------------   ------------    ------------    ------------    ------------

                     BALANCE AT DECEMBER 31, 2001        22,924,606   $     22,925              --    $         --    $ 22,546,170

[RESTUBBED]
<CAPTION>
                                                      MEMBERS'       SUBSCRIPTION      UNEARNED      ACCUMULATED     SHAREHOLDERS'
                                                      CAPITAL         RECEIVABLE     COMPENSATION      DEFICIT     EQUITY /(DEFICIT)
                                                     ------------    ------------    ------------    ------------  -----------------
<S>                                                    <C>            <C>                <C>          <C>             <C>
                         BALANCE, JANUARY 1, 2000    $  5,070,000    $ (2,000,000)   $         --    $ (2,386,405)   $    683,595

                            Capital contributions              --       2,000,000              --              --       2,000,000

                  31.24% equity interest/warrants       1,704,072              --              --              --       1,704,072

                         Issuance of common stock         (80,113)             --              --              --              --

                      Issuance of preferred stock      (6,693,959)             --              --              --              --

 Reclass limited liability corporation deficit to              --              --              --          69,713              --
                       additional paid in capital

Embedded dividends on convertible preferred stock              --              --              --         (85,910)             --

                                         Net Loss              --              --              --     (18,044,664)    (18,044,664)
                                                     ------------    ------------    ------------    ------------    ------------

                     BALANCE AT DECEMBER 31, 2000    $         --    $         --    $         --    $(20,447,266)   $(13,656,997)

Embedded dividends on convertible preferred stock              --              --              --        (143,182)             --

     Capital contribution, net of preferred stock              --              --              --              --      12,800,000
                                       retirement

              Warrants to preferred stock holders              --              --              --              --         560,000

                 Acquisition of Global Technology              --              --              --              --        (433,701)

                       Management incentive stock              --              --        (346,500)             --              --

                   Consulting fee in lieu of cash              --              --              --              --         573,750

                 Conversion of related party note              --              --              --              --          60,464

                 Acquisition of Williams Software              --         (76,512)             --              --       1,091,613

                            Stock in lieu of rent              --              --              --              --          13,350

      Receipt of cash for subscription receivable              --          75,000              --              --          75,000

                  Settlement with former employee              --              --              --              --          14,882

                  Grant of employee stock options             --              --         (394,474)             --              --

                         Issuance of common stock              --         (31,250)             --              --          93,725

                        Compensation to directors              --              --              --              --          12,825

       Amortization of management incentive stock              --              --          57,004              --          57,004

           Amortization of employee stock options              --              --         191,384              --         191,384

                                         Net Loss              --              --              --      (4,515,192)     (4,515,192)
                                                     ------------    ------------    ------------    ------------    ------------

                     BALANCE AT DECEMBER 31, 2001    $         --    $    (32,762)   $   (492,586)   $(25,105,640)   $ (3,061,893)
</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, 2001 AND 2000
<TABLE>
<CAPTION>

                                                                 2001            2000
                                                             ------------    ------------
<S>                                                          <C>             <C>
OPERATING ACTIVITIES
Net(loss)                                                    $ (4,515,192)   $(18,044,664)
Adjustments to reconcile net (loss) to net
   cash used in operating activities:
        Depreciation and amortization                             645,754         452,284
        Issuance of warrants for debt premium                     560,000              --
        Issuance of stock for services                            614,807              --
          Bad debt expense                                        445,000
        Amortization of unearned compensation                     248,388              --
          (Gain) on settlement of accounts payable               (103,803)
        (Gain) loss on disposal of assets                         (12,087)        223,712

   Changes in assets and liabilities, net of acquisitions:
        Accounts receivable                                       290,537        (805,530)
        Prepaid expenses and other current assets                 157,484        (181,464)
        Accounts payable and accrued expenses                     438,533       3,241,827
        Deferred revenue                                           29,385              --
                                                             ------------    ------------
Net cash used in operating activities                          (1,201,194)    (15,113,835)
                                                             ------------    ------------
INVESTING ACTIVITIES
    Purchase of property and equipment                            (49,427)       (922,464)
    Increase in deposits                                               --          51,297
    Proceeds from sale of property and equipment                   12,087              --
    Increase in due from members                                       --          14,231
    Proceeds from Williams Software acquisition                   225,775              --
                                                             ------------    ------------
Net cash provided by (used in) investing activities               188,435        (856,936)
                                                             ------------    ------------
FINANCING ACTIVITIES
    Proceeds from subscriptions receivable                         75,000              --
    Proceeds from issuance of common stock                         93,725              --
    Capital contributions, net of subscriptions receivable             --       2,000,000
    Capital contributions                                              --       1,704,072
    Proceeds from notes payable to bank                           799,000      12,001,000
    Payments of capital lease obligations                         (10,142)        (12,423)
                                                             ------------    ------------
Net cash provided by financing activities                         957,583      15,692,649
                                                             ------------    ------------
Net(decrease) in cash                                             (55,176)       (278,122)

Cash, beginning of year                                           157,659         435,781
                                                             ------------    ------------
Cash, end of year                                            $    102,483    $    157,659
                                                             ============    ============
</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, 2001 AND 2000
<TABLE>
<CAPTION>


                                                               2001          2000
                                                           -----------   -----------
<S>                                                        <C>           <C>
Supplemental disclosures of cash flow information:

         Cash paid during the period for interest          $   342,011   $   442,151



Supplemental disclosures of non-cash investing and
  Financing activities:

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

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

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

         Grant of employee stock options                   $   394,474   $        --

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

         Embedded Dividends on convertible
             preferred stock                               $   143,182   $    85,910
</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

Description of Company

TargitInteractive, Inc. (the "Company") is a provider of interactive marketing
services featuring.

July 27, 2001, the Company acquired Williams Software, Inc. doing business as
FirstPop.com, an interactive marketing company. FirstPop.com has developed a
message delivery system platform for use by corporate clients for broadcasting
marketing or corporate messages across the Internet or through private intranets
or extranets (see Note 5).

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. Deferred
revenue is recognized when monies are received in advance of services performed.

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.

Intangible Assets

Intangible assets consist primarily of internally developed software, client
lists and goodwill. Goodwill is not amortized.

The Company evaluates the recoverability of intangible 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 basis 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. Management believes that there is no impairment as
of December 31st, 2001.


                                      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

The Company has reached agreements with certain vendors in which the amounts
owed to these vendors have been reduced.

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. Estimates are used for, but
not limited to: allowance for doubtful accounts; accounts payable; asset
impairments; depreciable lives of assets; useful lives of intangible assets;
valuation of intangibles; and tax valuation allowances. Future events and their
effects cannot be perceived with certainty. Accordingly our accounting estimates
require the exercise of judgment. 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 (see Note 9), and capital lease obligations,
approximate fair value due to their short-term nature or interest rates that
approximate market.

New Accounting Pronouncements

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

Under Statement 142, goodwill and indefinite lived intangible assets are no
longer amortized but will be reviewed annually, or more frequently if impairment
indicators arise. Identifiable intangible assets will continue to be amortized
over their estimated useful lives.

Reclassifications

Certain reclassifications were made to the year 2000 financial statements to
conform to the presentation used in year 2001.


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 performances, including equity and debt financing and cost
reduction measures.

There can be no assurance that the Company will be able to successfully
implement its plans, or if such plans are successfully implemented, that the
Company will achieve its goals.



                                      F-9
<PAGE>


TARGITINTERACTIVE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 3:  GOING CONCERN - UNCERTAINTY (CONTINUED)

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


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 Marketing Technologies International, Inc. and
as a recapitalization of Global Marketing Technologies 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 Marketing Technologies
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. 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 first date of conversion, June 20, 2002. The accretion realized in years
ended December 31, 2000 and December 31, 2001 were $85,910 and $143,182,
respectively.

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 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 notes, discussed above, were converted on August 15, 2001 into 10,400,000
shares of common stock.

The warrants are for the purchase of up to 10% of TargitInteractive's common
stock at an aggregate exercise price of $2,000,000. The Company 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 are
one year from the date of issuance. 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, has developed a unique message
delivery system platform for use by corporate clients for broadcasting marketing
or corporate messages across the Internet or through private intranets or
extranets.


                                      F-10
<PAGE>

TARGITINTERACTIVE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

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 are for the purchase of up to 5% of TargitInteractive's
common stock at an aggregate exercise price of $1 million. The warrants expire
June 30, 2002 and are contingent upon the completion of a $2,000,000 private
placement.

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.

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 consists 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
consists 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.


NOTE 6:    PROPERTY AND EQUIPMENT
                                                      December 31,      Useful
                                                         2001           lives
                                                     ------------     ----------

Office furniture and equipment                       $   877,404         5 Years
Leasehold Improvements                                    97,247         3 Years
Computer equipment and software                           51,622         3 Years
                                                     ----------
Property and equipment                                 1,026,273
Less accumulated depreciation                           (469,902)
                                                     -----------
Property and equipment, net                          $   556,371
                                                     ===========

Computer and office equipment subject to capital leases at December 31, 2001
included above, is $55,304, net of accumulated depreciation of $10,648.

Depreciation expense was $320,300 and $212,038 for the years ended December 31,
2001 and 2000, respectively.

NOTE 7:   INTANGIBLE ASSETS
                                                       2001          Lives
                                                    ---------    -------------

     Internally developed software                 $  743,302    3 years
     Database                                         352,000    2 years
     Goodwill                                         289,303    Not amoritized
     Website                                          112,000    3 years
                                                    ---------
                                                    1,496,605
     Less accumulated amortization                   (557,586)
                                                   ----------
     Net intangible assets                         $  939,019
                                                   ==========

Amortization expense for intangible assets was $ 325,453 and $ 240,246 for the
years ended December 31, 2001 and 2000, respectively.


                                      F-11
<PAGE>

TARGITINTERACTIVE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8:  CAPITAL LEASES

The Company leases certain equipment under long term capital leases. The
following is a schedule, by year, of the future lease minimum payments under
capital leases, together with the present value of the net minimum payments as
of December 31, 2001.

                                                     Year              Amount

                                                     2002              $57,840
                                                     2003               13,631
                                                                       -------
         Total minimum lease payments                                   71,471
         Less amount representing interest with interest
           rates ranging from 2.9% to 14.25%                             2,938
                                                                       -------
         Total present value of minimum
           payment                                                      68,533
         Less current portion                                           55,338
                                                                       -------
         Long-term obligations                                         $13,195
                                                                       =======

Rental expense for the years ended December 31, 2001 and 2000 were $162,750 and
$182,750, respectively.

NOTE 9: COMMITMENTS AND CONTINGENCIES

The Company is a defendant in a number of pending legal proceedings. Except for
the following case, pending litigation relates primarily to accounts payable
issues and the Company believes that these items will not materially affect its
business, results of operation or financial condition.

On April 4, 2001, Juno Online Services, Inc. filed a complaint against Global
Technology Marketing International, LLC. The complaint alleges that Juno is due
more than $3,342,952 for marketing services pursuant to an advertising
agreement. As of December 31, 2001, the Company is negotiating with Juno to
significantly reduce the amount owed. The Company has recorded a payable to Juno
in the amount of $1,114,769. On May 16, 2001, the Company filed an answer
denying all material allegations and raising various counterclaims that seek
rescission of all contracts between the parties based on Juno's fraudulent
inducement. On June 8, 2001 Juno replied to the counterclaims and denied the
material allegations. Because the payables are involved in litigation, events
could occur in the near term that would materially affect the amount and timing
of payments of this account.

NOTE 10: DEFERRED INCOME TAXES

At December 31, 2001, the Company has available net operating loss carryforwards
of approximately $5,185,000. These losses may be used to offset future taxable
income in limited amounts through 2021. 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.


                                      F-12
<PAGE>


TARGITINTERACTIVE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10: DEFERRED INCOME TAXES (CONTINUED)

Accordingly, components of the Company's net deferred income taxes at December
31, 2001 are as follows:


                                               December 31,
                                                  2001
                                                ---------

         Deferred tax assets:

         Net operating loss carry forwards      $1,820,000
         Valuation allowance                    (1,820,000)
                                                ----------
         Total                                  $       --
                                                ==========

The valuation allowance increased for the year ended December 31, 2001 by
$1,535,000.

NOTE 11: STOCK BASED COMPENSATION


July 27, 2001, the Company issued 1,575,000 shares of common stock to three
officers of its newly acquired wholly owned subsidiary FirstPop.com, for
management services over thirty-six months. The shares vest ratably over the
three-year period. At December 31, 2001, the Company has recorded $346,500 of
unearned compensation in the equity section of the balance sheet and amortized
$57,004 to expense. The shares were valued using the fair market value on the
date of issuance as determined by an independent fair value appraiser.

October 19, 2001, the Chairman and Chief Executive Officer 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. In addition, he was issued 66,141 shares for services rendered. 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%. Compensation expense
of $14,882 was recorded in the Statement of Operations for the year ended
December 31, 2001.

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 and amortized $ 191,384 to expense.
The fair value of the options was calculated using the Black-Scholes Option
Pricing Model.

In September 2001, the Company issued 444,600 five-year options at an exercise
price of $1.00 per share to employees of the Company. The options vest annually
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.

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.


                                      F-13
<PAGE>


TARGITINTERACTIVE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 11: STOCK BASED COMPENSATION (CONTINUED)

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                    $  4,671,595
                  Pro Forma Net Loss Per Share                ($.32)
                  Risk Free Interest Rate                      6.16%
                  Expected Lives                             5 years
                  Expected Volatility                        257.61%

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


NOTE 12: OTHER COMMON STOCK TRANSACTIONS


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. The
Company is also required to pay this company $5,000 per month for a twelve-month
period for services.

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 effected 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 expires on
December 31, 2002 and through the term of a new lease, currently under
negotiation. 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.

The Company rents an office in Deerfield Beach, Florida on a month-to-month
basis. The rental payment is $300 per month. The landlord agreed to accept the
rental payment in stock of the Company starting in June 2001. The total shares
issued during 2001 was 4,781. The rental expense is determined on a monthly
basis based on the market value of the common stock at the first of the month.
The market price of the common stock for the period was between $.30 and $3.60
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 $2,100 of expense during the year ended
December 31, 2001.

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.


                                      F-14
<PAGE>


TARGITINTERACTIVE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12: OTHER COMMON STOCK TRANSACTIONS (CONTINUED)

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 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.


NOTE 13:  PRO FORMA INFORMATION

The following unaudited pro forma financial information reflects the results of
operations for the years ended December 31, 2001 and December 31, 2000, as if
the Global Technology Marketing International, Inc. and Williams Software, Inc.
acquisitions had occurred at the beginning of the respective periods presented,
and after giving effect to purchase accounting adjustments. This unaudited pro
forma information is presented for illustrative purposes only and is not
necessarily indicative of the results of operations in future periods or results
that would have been achieved had the Company, Global Technology Marketing
International, Inc. and Williams Software, Inc. been combined during the
specified periods.


                                                      Years Ended
                                         --------------------------------------
                                         December 31, 2001   December 31, 2000
                                         -----------------    -----------------
Net revenues                               $  4,712,611        $   6,228,385
Net loss                                   $ (5,192,500)       $ (19,751,642)
Net loss per share                         $       (.45)       $        (.95)


NOTE 14:  SUBSEQUENT EVENTS

On February 5, 2002, the Executive Vice President 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 89,167 of such shares and
the remainder of 387,371 shares were allocated to the remaining officer. 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.



                                      F-15