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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-QSB



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|x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------



For the quarterly period ended September 30, 2004



OR



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------



For the transition period from  to



Commission file number: 0-20995



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AXTIVE CORPORATION

(Exact name of small business issuer as specified in its charter)



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|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Delaware                                                       |  | 13-3778895                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)



5001 LBJ FREEWAY,
SUITE 275

DALLAS, TEXAS 75244

(Address of principal executive offices)



(972) 560-6328

(Issuers telephone number)





(Former name, former address and former
fiscal year,

if changed since last report)



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



State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date.



As of November 1,
2004, the issuer had 47,789,132 shares of Common Stock outstanding.



Transitional Small Business Disclosure Format:    Yes ̈No  x



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##### Table of Contents

AXTIVE CORPORATION and SUBSIDIARIES



TABLE OF CONTENTS



|                               |  |                               |  |                                                                                                                 |  |         
|------------------------------ |  | ----------------------------- |  | --------------------------------------------------------------------------------------------------------------- |  | --------
|                               |  |                               |  |                                                                                                                 |  | Page No.
|PART I  FINANCIAL INFORMATION |  |                              
|                               |  |                              
|                               |  | ITEM 1. Financial Statements: |  |                                                                                                                
|                               |  |                               | 
|                               |  |                               |  | Consolidated Balance Sheets as of December 31, 2003 and September 30, 2004 (unaudited)                          |  | 3       
|                               |  |                               |  | Unaudited Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2003 and 2004 |  | 4       
|                               |  |                               |  | Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2003 and 2004 |  | 5       
|                               |  |                               |  | Notes to Unaudited Consolidated Financial Statements                                                            |  | 6       
|                               |  |                               | 
|                               |  | ITEM 2.                       |  | Managements Discussion and Analysis or Plan of Operations                                                      |  | 19      
|                               |  |                               | 
|                               |  | ITEM 3.                       |  | Controls and Procedures                                                                                         |  | 25      
|                               | 
|PART II 
OTHER INFORMATION    |  |                              
|                               |  |                               | 
|                               |  | ITEM 1.                       |  | Legal Proceedings                                                                                               |  | 26      
|                               |  |                               | 
|                               |  | ITEM 2.                       |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                     |  | 28      
|                               |  |                               | 
|                               |  | ITEM 3.                       |  | Defaults Upon Senior Securities                                                                                 |  | 28      
|                               |  |                               | 
|                               |  | ITEM 4.                       |  | Submission of Matters to a Vote of Security Holders                                                             |  | 28      
|                               |  |                               | 
|                               |  | ITEM 5.                       |  | Other Information                                                                                               |  | 28      
|                               |  |                               | 
|                               |  | ITEM 6.                       |  | Exhibits                                                                                                        |  | 28      
|                               | 
|SIGNATURES                     |  | 30                           



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##### Table of Contents

AXTIVE CORPORATION and SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS



|                                                                                                                                                                                                                                                   |  |                  |             |   |                   |   |             |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ----------- | - | ----------------- | - | ----------- | -
|                                                                                                                                                                                                                                                   |  | December 31,2003 |             |   | September 30,2004 |  
|                                                                                                                                                                                                                                                   |  |                  |             |   | (unaudited)       |  
|CURRENT ASSETS                                                                                                                                                                                                                                     |  |                  |             |   |                   |   |             |  
|Cash and cash equivalents                                                                                                                                                                                                                          |  | $                | 146,055     |   |                   | $ | 49,978      |  
|Accounts receivable, net of allowance for doubtful accounts of $149,325 and $151,205 at December 31, 2003 and September 30, 2004,
respectively                                                                                                     |  |                  | 1,816,278   |   |                   |   | 1,348,669   |  
|Other current assets                                                                                                                                                                                                                               |  |                  | 225,128     |   |                   |   | 115,925     |  
|                                                                                                                                                                                                                                                   |  |                  |             |   |                   |   |             |  
|Total current assets                                                                                                                                                                                                                               |  |                  | 2,187,461   |   |                   |   | 1,514,572   |  
|                                                                                                                                                                                                                                                   |  |                 
|NON-CURRENT ASSETS                                                                                                                                                                                                                                 |  |                  |             |   |                   |   |             |  
|Property and equipment, net                                                                                                                                                                                                                        |  |                  | 471,697     |   |                   |   | 482,720     |  
|Goodwill                                                                                                                                                                                                                                           |  |                  | 3,579,608   |   |                   |   | 3,579,608   |  
|Intangible assets, net                                                                                                                                                                                                                             |  |                  | 3,097,515   |   |                   |   | 1,988,927   |  
|Deferred financing fees                                                                                                                                                                                                                            |  |                  |            |   |                   |   | 363,457     |  
|Other assets                                                                                                                                                                                                                                       |  |                  | 36,168      |   |                   |   | 30,443      |  
|                                                                                                                                                                                                                                                   |  |                  |             |   |                   |   |             |  
|TOTAL ASSETS                                                                                                                                                                                                                                       |  | $                | 9,372,449   |   |                   | $ | 7,959,728   |  
|                                                                                                                                                                                                                                                   |  |                  |             |   |                   |   |             |  
|CURRENT LIABILITIES                                                                                                                                                                                                                                |  |                  |             |   |                   |   |             |  
|Accounts payable                                                                                                                                                                                                                                   |  | $                | 1,982,803   |   |                   | $ | 1,459,672   |  
|Accrued expenses                                                                                                                                                                                                                                   |  |                  | 575,745     |   |                   |   | 840,978     |  
|Short-term note payable                                                                                                                                                                                                                            |  |                  | 100,000     |   |                   |   | 100,000     |  
|Short-term notes payable - related parties, net of debt discount of $108,794 and $0 at December 31, 2003 and September 30, 2004,
respectively                                                                                                      |  |                  | 607,491     |   |                   |   | 9,824       |  
|Current portion - capital lease obligations                                                                                                                                                                                                        |  |                  | 12,913      |   |                   |   | 101,953     |  
|Current portion - long-term debt                                                                                                                                                                                                                   |  |                  | 4,883,646   |   |                   |   | 4,696,424   |  
|Current portion - settlement notes payable                                                                                                                                                                                                         |  |                  | 1,006,199   |   |                   |   | 583,501     |  
|Lease termination liability                                                                                                                                                                                                                        |  |                  | 236,650     |   |                   |   | 122,336     |  
|Other current liabilities                                                                                                                                                                                                                          |  |                  | 595,197     |   |                   |   | 455,130     |  
|                                                                                                                                                                                                                                                   |  |                  |             |   |                   |   |             |  
|Total current liabilities                                                                                                                                                                                                                          |  |                  | 10,000,644  |   |                   |   | 8,369,819   |  
|                                                                                                                                                                                                                                                   |  |                 
|NON-CURRENT LIABILITIES                                                                                                                                                                                                                            |  |                  |             |   |                   |   |             |  
|Settlement notes payable, less current portion                                                                                                                                                                                                     |  |                  | 173,359     |   |                   |   | 100,851     |  
|Capital lease obligations, less current portion                                                                                                                                                                                                    |  |                  | 8,339       |   |                   |   | 109,308     |  
|Other liabilities                                                                                                                                                                                                                                  |  |                  | 45,396      |   |                   |   |            |  
|                                                                                                                                                                                                                                                   |  |                  |             |   |                   |   |             |  
|Total non-current liabilities                                                                                                                                                                                                                      |  |                  | 227,094     |   |                   |   | 210,159     |  
|                                                                                                                                                                                                                                                   |  |                  |             |   |                   |   |             |  
|TOTAL LIABILITIES                                                                                                                                                                                                                                  |  |                  | 10,227,738  |   |                   |   | 8,579,978   |  
|                                                                                                                                                                                                                                                   |  |                 
|COMMITMENTS AND CONTINGENCIES                                                                                                                                                                                                                      |  |                  |            |   |                   |   |            |  
|                                                                                                                                                                                                                                                   |  |                 
|STOCKHOLDERS DEFICIT                                                                                                                                                                                                                              |  |                  |             |   |                   |   |             |  
|Series A convertible preferred stock, $.01 par value, 5,000,000 shares authorized, 6,825 issued and outstanding at December 31, 2003, net of
discount; liquidation preference of $6,825,000, and none issued and outstanding at September 30, 2004 |  |                  | 5,871,440   |   |                   |   |            |  
|Common stock, $.01 par value, 100,000,000 shares authorized, 2,195,688 issued at December 31, 2003 and 43,503,087 issued at September 30,
2004                                                                                                     |  |                  | 21,957      |   |                   |   | 435,030     |  
|Additional paid in capital                                                                                                                                                                                                                         |  |                  | 43,063,909  |   |                   |   | 54,851,632  |  
|Treasury shares (32,589 shares and 76,807 shares at December 31, 2003 and September 30, 2004, respectively)                                                                                                                                        |  |                  | (326        | ) |                   |   | (768        | )
|Accumulated deficit                                                                                                                                                                                                                                |  |                  | (49,417,132 | ) |                   |   | (55,141,786 | )
|Management fees receivable and advances due from stockholder                                                                                                                                                                                       |  |                  | (395,137    | ) |                   |   | (764,358    | )
|                                                                                                                                                                                                                                                   |  |                  |             |   |                   |   |             |  
|TOTAL STOCKHOLDERS DEFICIT                                                                                                                                                                                                                        |  |                  | (855,289    | ) |                   |   | (620,250    | )
|                                                                                                                                                                                                                                                   |  |                  |             |   |                   |   |             |  
|TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                                                                                                                                        |  | $                | 9,372,449   |   |                   | $ | 7,959,728   |  
|                                                                                                                                                                                                                                                   |  |                  |             |   |                   |   |             |  



The accompanying notes
are an integral part of these consolidated financial statements.



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##### Table of Contents

AXTIVE CORPORATION and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)



|                                                                                                        |  |                                          |            |   |                                         |   |            |      |  |   |            |   |  |   |            |  
|------------------------------------------------------------------------------------------------------- |  | ---------------------------------------- | ---------- | - | --------------------------------------- | - | ---------- | ---- |  | - | ---------- | - |  | - | ---------- | -
|                                                                                                        |  | For the three months endingSeptember 30, |            |   | For the nine months endingSeptember 30, |  
|                                                                                                        |  | 2003                                     |            |   | 2004                                    |   |            | 2003 |  |   | 2004       |  
|Net revenues                                                                                            |  | $                                        | 3,590,774  |   |                                         | $ | 1,549,357  |      |  | $ | 6,283,717  |   |  | $ | 5,470,355  |  
|Cost of revenues                                                                                        |  |                                          | (2,156,717 | ) |                                         |   | (741,877   | )    |  |   | (3,707,433 | ) |  |   | (2,983,167 | )
|                                                                                                        |  |                                          |            |   |                                         |   |            |      |  |   |            |   |  |   |            |  
|Gross profit                                                                                            |  |                                          | 1,434,057  |   |                                         |   | 807,480    |      |  |   | 2,576,284  |   |  |   | 2,487,188  |  
|                                                                                                        |  |                                          |            |  
|Operating expenses                                                                                      |  |                                          |            |   |                                         |   |            |      |  |   |            |   |  |   |            |  
|General and administrative                                                                              |  |                                          | 2,041,290  |   |                                         |   | 953,438    |      |  |   | 4,252,059  |   |  |   | 3,286,023  |  
|Bad debt expense                                                                                        |  |                                          | 9,975      |   |                                         |   |           |      |  |   | 18,770     |   |  |   | 1,880      |  
|Depreciation and amortization                                                                           |  |                                          | 373,213    |   |                                         |   | 261,188    |      |  |   | 631,430    |   |  |   | 991,844    |  
|(Gain)/loss on extinguishment of debt                                                                   |  |                                          | (390,619   | ) |                                         |   | (60,597    | )    |  |   | (390,619   | ) |  |   | 2,725,259  |  
|Loss on disposal of property and equipment                                                              |  |                                          |           |   |                                         |   |           |      |  |   |           |   |  |   | 49,396     |  
|Impairment of assets                                                                                    |  |                                          | 220,372    |   |                                         |   |           |      |  |   | 220,372    |   |  |   | 303,318    |  
|                                                                                                        |  |                                          |            |   |                                         |   |            |      |  |   |            |   |  |   |            |  
|Total operating expenses                                                                                |  |                                          | 2,254,231  |   |                                         |   | 1,154,029  |      |  |   | 4,732,012  |   |  |   | 7,357,720  |  
|                                                                                                        |  |                                          |            |   |                                         |   |            |      |  |   |            |   |  |   |            |  
|Operating loss                                                                                          |  |                                          | (820,174   | ) |                                         |   | (346,549   | )    |  |   | (2,155,728 | ) |  |   | (4,870,532 | )
|                                                                                                        |  |                                          |            |  
|Other income (expense)                                                                                  |  |                                          |            |   |                                         |   |            |      |  |   |            |   |  |   |            |  
|Interest expense                                                                                        |  |                                          | (88,346    | ) |                                         |   | (113,203   | )    |  |   | (172,377   | ) |  |   | (966,185   | )
|Management fees, related party                                                                          |  |                                          | 60,000     |   |                                         |   | 60,000     |      |  |   | 140,000    |   |  |   | 180,000    |  
|Other expense, net                                                                                      |  |                                          | (5,267     | ) |                                         |   | (34,581    | )    |  |   | (91,694    | ) |  |   | (67,938    | )
|                                                                                                        |  |                                          |            |   |                                         |   |            |      |  |   |            |   |  |   |            |  
|Total other expense, net                                                                                |  |                                          | (33,613    | ) |                                         |   | (87,784    | )    |  |   | (124,071   | ) |  |   | (854,123   | )
|                                                                                                        |  |                                          |            |   |                                         |   |            |      |  |   |            |   |  |   |            |  
|Net loss                                                                                                |  |                                          | (853,787   | ) |                                         |   | (434,333   | )    |  |   | (2,279,799 | ) |  |   | (5,724,654 | )
|                                                                                                        |  |                                          |            |  
|Provision for preferred stock dividends                                                                 |  |                                          | (137,622   | ) |                                         |   |           |      |  |   | (333,627   | ) |  |   | (91,197    | )
|Amortization of discount on preferred stock                                                             |  |                                          |           |   |                                         |   |           |      |  |   | (429,934   | ) |  |   |           |  
|Gain on payment of preferred stock dividends with common stock                                          |  |                                          |           |   |                                         |   |           |      |  |   |           |   |  |   | 353,985    |  
|                                                                                                        |  |                                          |            |   |                                         |   |            |      |  |   |            |   |  |   |            |  
|Net loss attributed to common stockholders                                                              |  | $                                        | (991,409   | ) |                                         | $ | (434,333   | )    |  | $ | (3,043,360 | ) |  | $ | (5,461,865 | )
|                                                                                                        |  |                                          |            |   |                                         |   |            |      |  |   |            |   |  |   |            |  
|Net loss per share attributed to common stockholders, basic and diluted stockholders, basic and diluted |  | $                                        | (0.47      | ) |                                         | $ | (0.01      | )    |  | $ | (1.50      | ) |  | $ | (0.17      | )
|                                                                                                        |  |                                          |            |   |                                         |   |            |      |  |   |            |   |  |   |            |  
|Weighted average common shares outstanding, basic and diluted                                           |  |                                          | 2,131,343  |   |                                         |   | 42,516,325 |      |  |   | 2,032,040  |   |  |   | 32,052,323 |  
|                                                                                                        |  |                                          |            |   |                                         |   |            |      |  |   |            |   |  |   |            |  



The accompanying notes
are an integral part of these consolidated financial statements.



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##### Table of Contents

AXTIVE CORPORATION and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)



|                                                                                                 |  |                                        |            |   |      |   |           |  
|------------------------------------------------------------------------------------------------ |  | -------------------------------------- | ---------- | - | ---- | - | --------- | -
|                                                                                                 |  | For the Nine Months EndedSeptember 30, |           
|                                                                                                 |  | 2003                                   |            |   | 2004 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                             |  |                                        |            |   |      |   |           |  
|Net cash used in operating activities                                                            |  | $                                      | (1,783,089 | ) |      | $ | (744,094  | )
|                                                                                                 |  |                                       
|CASH FLOWS FROM INVESTING ACTIVITIES                                                             |  |                                        |            |   |      |   |           |  
|Capital expenditures                                                                             |  |                                        |           |   |      |   | (100,060  | )
|Proceeds from sale of property and equipment                                                     |  |                                        | 2,395      |   |      |   | 33,674    |  
|Acquisition of subsidiaries, net of cash received                                                |  |                                        | (167,082   | ) |      |   |          |  
|Cash received from sale of marketable securities                                                 |  |                                        | 16,077     |   |      |   |          |  
|Settlements of prior acquisitions                                                                |  |                                        | (189,710   | ) |      |   |          |  
|Advances to affiliated company                                                                   |  |                                        |           |   |      |   | (369,221  | )
|                                                                                                 |  |                                        |            |   |      |   |           |  
|Net cash used in investing activities                                                            |  |                                        | (338,320   | ) |      |   | (435,607  | )
|                                                                                                 |  |                                       
|CASH FLOWS FROM FINANCING ACTIVITIES                                                             |  |                                        |            |   |      |   |           |  
|Proceeds from the issuance of common stock, net                                                  |  |                                        |           |   |      |   | 1,705,978 |  
|Proceeds from issuance of preferred stock and warrants                                           |  |                                        | 2,260,931  |   |      |   |          |  
|Payments on long-term debt                                                                       |  |                                        | (85,691    | ) |      |   | (187,222  | )
|Proceeds from related party debt                                                                 |  |                                        |           |   |      |   | 389,649   |  
|Payment on related party debt                                                                    |  |                                        | (262,416   | ) |      |   | (293,896  | )
|Repayment of settlement notes                                                                    |  |                                        | (376,010   | ) |      |   | (477,128  | )
|Proceeds from short-term notes payable                                                           |  |                                        | 222,931    |   |      |   |          |  
|Principal payments under capital leases                                                          |  |                                        | (20,333    | ) |      |   | (53,757   | )
|                                                                                                 |  |                                        |            |   |      |   |           |  
|Net cash provided by financing activities                                                        |  |                                        | 1,739,412  |   |      |   | 1,083,624 |  
|                                                                                                 |  |                                        |            |   |      |   |           |  
|NET CHANGE IN CASH AND CASH EQUIVALENTS                                                          |  |                                        | (381,997   | ) |      |   | (96,077   | )
|                                                                                                 |  |                                       
|Cash and cash equivalents, beginning of period                                                   |  |                                        | 444,275    |   |      |   | 146,055   |  
|                                                                                                 |  |                                        |            |   |      |   |           |  
|Cash and cash equivalents, end of period                                                         |  | $                                      | 62,278     |   |      | $ | 49,978    |  
|                                                                                                 |  |                                        |            |   |      |   |           |  
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                                                 |  |                                        |            |   |      |   |           |  
|Cash paid for interest                                                                           |  | $                                      | 51,816     |   |      | $ | 85,376    |  
|                                                                                                 |  |                                       
|SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION                                                  |  |                                        |            |   |      |   |           |  
|Fair value of warrants issued in connection with sale of preferred stock                         |  | $                                      | 411,000    |   |      | $ |          |  
|Fair value of warrants issued to settle a note payable                                           |  | $                                      | 414,000    |   |      | $ |          |  
|Issuance of common stock as collateral                                                           |  | $                                      | 12,191     |   |      | $ |          |  
|Issuance of notes payable in connection with acquisition of ThinkSpark                           |  | $                                      | 181,440    |   |      | $ |          |  
|Preferred stock issued in satisfaction of note payable                                           |  | $                                      | 84,115     |   |      | $ |          |  
|Issuance of common stock as payment for certain assets                                           |  | $                                      | 15,000     |   |      | $ |          |  
|Related party notes settled through the issuance of common stock                                 |  | $                                      |           |   |      | $ | 802,214   |  
|Conversion of preferred stock and dividends to common stock                                      |  | $                                      |           |   |      | $ | 5,871,440 |  
|Amortization of preferred stock beneficial conversion feature                                    |  | $                                      | 95,936     |   |      | $ |          |  
|Fair value of warrants issued in connection with obtaining debt financing                        |  | $                                      |           |   |      | $ | 883,960   |  
|Fair value of common stock issued as settlement of related party notes                           |  | $                                      |           |   |      | $ | 5,999,683 |  
|Fair value of warrants converted to common stock                                                 |  | $                                      |           |   |      | $ | 2,305,886 |  
|Issuance of note payable as settlement of accounts payable                                       |  | $                                      |           |   |      | $ | 103,615   |  
|Settlement resulting in offset of notes payable and accounts payable against accounts receivable |  | $                                      |           |   |      | $ | 180,650   |  
|Property and equipment acquired with a capital lease                                             |  | $                                      |           |   |      | $ | 180,604   |  
|Fair value of common stock issued as payment of settlement note                                  |  | $                                      |           |   |      | $ | 45,000    |  



The accompanying notes
are an integral part of these consolidated financial statements.



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##### Table of Contents

AXTIVE CORPORATION and SUBSIDIARIES



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



In this Quarterly Report on Form 10-QSB, we will refer to Axtive Corporation, a Delaware corporation, as Axtive, Company, we, us and our. Axtive is a publicly traded company (OTC:
AXTC.OB). On December 23, 2003, the Company effected a 1-for-10 reverse share split of all its common stock. Unless otherwise indicated in this report, all share numbers reflect the 1-for-10 reverse share split for all periods presented.



Our business model is to acquire technology companies that deliver
software products and related professional services to middle-market companies. We currently offer products and services that improve the utilization of business information for middle-market companies within the United States. Our acquisitions and
current businesses include ThinkSpark Corporation, a professional services firm specializing in the installation and integration of technology solutions from Oracle Corporation; VirtuallyThere, Inc., a web services firm and Media Resolutions,
Incorporated, an application and managed hosting services provider.



1.
BASIS OF PRESENTATION



The consolidated financial
statements included herein have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. Additionally, certain amounts reported in prior periods have been reclassified to conform
to the current periods presentation.



In the opinion of
management, the accompanying unaudited consolidated financial statements include all necessary adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows of
the Company. The results of operations and cash flows for the interim dates are not necessarily indicative of the results of operations or cash flows that may be reported for the year ended December 31, 2004. The unaudited consolidated financial
statements included herein should be read in conjunction with the audited financial statements and the notes thereto included in the Companys Annual Report on Form 10-KSB for the year ended December 31, 2003 (Annual Report).



As disclosed in the Annual Report, the Company accounts for
stock-based employee compensation arrangements in accordance with provisions of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees. Under APB Opinion No. 25, compensation expense for
employees is based on the excess, if any, on the date of grant, between the fair value of the Companys stock over the exercise price. Under APB Opinion No. 25, if the exercise price of an employees stock option equals or exceeds the fair
market value of the Companys stock on the date of grant, no compensation expense is recognized. The Company did not record compensation expense related to the issuance of stock options during the three and nine months ended September 30, 2003
and 2004. Had the Company determined compensation based on the fair value at the grant date for its stock options under Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, as
amended by SFAS No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure and amendment of FASB Statement No. 123, net loss and loss per share would have been increased as indicated below:



|                                           |  |                                         |            |   |                                        |   |          |      |  |   |            |   |  |   |            |  
|------------------------------------------ |  | --------------------------------------- | ---------- | - | -------------------------------------- | - | -------- | ---- |  | - | ---------- | - |  | - | ---------- | -
|                                           |  | For the Three Months EndedSeptember 30, |            |   | For the Nine Months EndedSeptember 30, |  
|                                           |  | 2003                                    |            |   | 2004                                   |   |          | 2003 |  |   | 2004       |  
|Net loss attributed to common stockholders |  |                                         |            |   |                                        |   |          |      |  |   |            |   |  |   |            |  
|As reported                                |  | $                                       | (991,409   | ) |                                        | $ | (434,333 | )    |  | $ | (3,043,360 | ) |  | $ | (5,461,865 | )
|Pro forma compensation expense             |  |                                         | (97,069    | ) |                                        |   | (17,730  | )    |  |   | (1,698,027 | ) |  |   | (835,061   | )
|                                           |  |                                         |            |   |                                        |   |          |      |  |   |            |   |  |   |            |  
|Pro forma                                  |  | $                                       | (1,088,478 | ) |                                        | $ | (452,063 | )    |  | $ | (4,741,387 | ) |  | $ | (6,296,926 | )
|                                           |  |                                         |            |   |                                        |   |          |      |  |   |            |   |  |   |            |  
|Basic and diluted loss per share           |  |                                         |            |   |                                        |   |          |      |  |   |            |   |  |   |            |  
|As reported                                |  | $                                       | (0.47      | ) |                                        | $ | (0.01    | )    |  | $ | (1.50      | ) |  | $ | (0.17      | )
|Pro forma                                  |  | $                                       | (0.51      | ) |                                        | $ | (0.01    | )    |  | $ | (2.33      | ) |  | $ | (0.20      | )



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2. UNCERTAINTY OF PROPOSED PLAN OF OPERATION



The Company has suffered recurring losses from operations and has an accumulated deficit of approximately $55.4 million at
September 30, 2004. Of this amount, approximately $33.5 million had accumulated through March 31, 2001, and is attributable to the Companys former One-on-One golf video business, which was operated under the name Visual Edge Systems, Inc. An
additional approximately $6.2 million reflects impairment charges and bad debts stemming from investments and loans made prior to the Companys creation of its current business plan. Additional amounts totaling approximately $900,000, $1.3
million and $607,000 reflect impairment charges related to goodwill and intangibles recorded in 2002, 2003 and 2004, respectively, and loss on debt extinguishment of $2.9 million related to the conversion of notes and notes warrants to common stock
recorded in 2004.



At September 30, 2004, the Company had cash
and cash equivalents of $50,000 and a working capital deficit of $6.9 million. As discussed in Note 12, Long-Term Debt and Settlement Notes Payable, the Company is not in compliance with certain of its performance covenants under the
terms of its debt to Merrill Lynch Business Financial Services, Inc. (MLBFS), and had past due amounts totaling $423,200 related to the MLBFS debt and certain other of its settlement notes debt. The Company also had estimated federal and
state payroll tax obligations of $404,900 at September 30, 2004, including past due amounts of $282,400. The Company also has an estimated accrual for interest and penalties, and estimated 401(k) employee withholding obligations of $87,100 at
September 30, 2004, including past due amounts of $35,100 and estimated excise taxes and lost earnings for late contributions of $45,000. See further discussion at Note 10, Accrued Expenses. We expect to report a net loss for the year
ending December 31, 2004 and believe that our current cash reserves, cash flows created by continuing fund-raising through the issuance of common stock in 2004 as part of the February 2004 offering (see discussion at Note 9, Financing
Transactions), and cash flows generated by our acquired companies may not be sufficient to meet the anticipated needs of the Companys operations for the next 12 months. The Companys inability to obtain adequate additional funding
or generate revenue sufficient to offset the operating costs associated with executing our current business plan could have a material adverse effect on the Companys ability to continue as a going concern. The consolidated financial statements
do not include any adjustments that might result from the outcome of this uncertainty.



Our business strategy is focused upon making additional acquisitions of technology companies. To be suitable for acquisition by us, these companies must be small enough to be affordable yet profitable. Acquisition
candidates may be few in number and may attract offers from companies with greater financial resources than us. Acquisitions involve numerous risks, including, among others, loss of key personnel of the acquired company, difficulties associated with
assimilating the personnel and operations of the acquired company, potential disruption of our ongoing business and the maintenance of uniform standards, controls, procedures and policies. While we believe our past acquisitions are compatible with
our business plan, we have not experienced success with all our past acquisitions. Our acquisition strategy has been adversely affected by our continuing need for additional financing, which limits our ability to identify and complete acquisitions.
We can provide no assurance that we will be able to locate other suitable acquisition targets or that we will be able to complete additional acquisitions. Our business plan will succeed only if we are able to identify, acquire and manage additional
acquisitions. There can be no assurance that we will be able to implement our business plan, and failure to effectively implement our business plan will have a material adverse effect on us.



In July 2004, the Company entered into a three-year senior secured
convertible variable rate term note, for an aggregate principal amount of $4,000,000 with Laurus Master Fund, Ltd (Laurus). To date, no amounts have been borrowed under this note. The net note proceeds of $3.8 million, after payment of
fees and expenses, were



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required to be placed in a restricted cash account under the dominion and control of Laurus. The net note proceeds are
solely intended to be used for acquisitions and any release of the proceeds is subject to the approval of Laurus. See Note 9 Financing Transactions for further discussion.



3. BUSINESS COMBINATIONS



The acquisitions described below were made pursuant to our business model as discussed in the Annual Report. The purchase price for each acquisition was
generally based upon a multiple of earnings before interest, taxes, depreciation and amortization (EBITDA), adjusted for certain non-recurring costs deemed to be unique to the particular company or situation. Since the acquired companies
are technology service companies with minimal tangible or intangible assets, the purchases resulted in payments characterized as goodwill.



Acquisition of Media Resolutions, Inc.



On April 11, 2002, we completed the acquisition of Media Resolutions, Inc., an Application Service Provider (ASP) and website hosting company
located in Dallas, Texas.



Acquisition of Virtually There,
Inc.



In May 2002, we acquired Virtually There, Inc., an
ASP and website hosting company located in Fort Worth, Texas.



In July 2003, the Company announced the formation of ThinkSpark Web Services and Solutions, a business unit that combines the operations of its Media Resolutions, Inc. and Virtually There, Inc. subsidiaries.



Acquisition of Universal Data Technology, Inc.



On May 31, 2002, our newly created and wholly owned subsidiary, UDT
Consulting, Inc., acquired the assets of Universal Data Technology, Inc., an IT Professional Services practice headquartered in Dallas, Texas with additional operations in Arkansas and Florida. In December 2003, we ceased the separate operations of
UDT Consulting, Inc., which at that time had no material assets. However, we continued an IT Professional Services practice through the existing business of ThinkSpark Corporation, another of the Companys subsidiaries.



Acquisition of ThinkSpark Corporation



In May 2003, we acquired ThinkSpark Corporation and its subsidiaries
(ThinkSpark), a professional services firm providing IT Professional Services related to Oracle database software. ThinkSpark is headquartered in Dallas, Texas with an additional office in San Antonio, Texas. The Company believes that
ThinkSpark is a significant building block for growing Axtives IT professional services business in conjunction with executing the Companys current business plan.



Pro Forma Results



The following unaudited pro forma consolidated results of operations have been prepared as if the ThinkSpark acquisition discussed above had occurred at
January 1, 2003:



|                                                                        |  |                                              |            |  
|----------------------------------------------------------------------- |  | -------------------------------------------- | ---------- | -
|                                                                        |  | For the Nine Months Ended September 30, 2003 |           
|Revenues                                                                |  | $                                            | 7,267,204  |  
|Net loss attributed to common stockholders                              |  | $                                            | (1,760,173 | )
|Net loss per share attributed to common stockholders, basic and diluted |  | $                                            | (0.87      | )
|Weighted average shares outstanding, basic and diluted                  |  |                                              | 2,025,878  |  



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4. RELATED PARTY TRANSACTIONS



Management Fees



In December 2000, we entered into a management agreement with PurchasePooling Solutions, Inc., (PurchasePooling) in which PurchasePooling paid
us a management fee ranging from $15,000 to $30,000 per month in return for the services provided by our Chief Executive Officer, President and other Axtive employees. We recognized $50,000 in management fees from PurchasePooling during the nine
months ended September 30, 2003. Of such amount, $10,000 is reflected as a reduction of management salaries and included in General and administrative expenses, with the balance reflected as Management fees, related party in
the accompanying consolidated statements of operations for the nine months ended September 30, 2003.



In October 2001, we participated in the amount of $400,000 in a syndicated loan to PurchasePooling in the total amount of $1,600,000. The loan was
considered impaired and written off by the Company during 2001. In February 2003, the lenders to PurchasePooling (including Axtive) declared the loan to PurchasePooling in default and foreclosed upon the assets of the company. The previous lenders
formed a new entity, Demand Aggregation Solutions, LLC (DAS), to hold the assets, and Axtive, under a management agreement, has agreed to manage the affairs of DAS in exchange for a management fee of $25,000 per month, which began in May
2003. We recognized $125,000 and $225,000 in management fees from DAS during the nine months ended September 30, 2003 and 2004, respectively. Of such amounts, $25,000 and $45,000 are reflected as a reduction of management salaries and included in
General and administrative expenses, with the balance reflected as Management fees, related party in the accompanying consolidated statements of operations for the nine months ended September 30, 2003 and 2004, respectively.
Stemming from Axtives participation in the loan, the Company has a 25% membership interest in DAS that is subject to forfeiture if Axtive breaches its obligations under the management agreement. As this interest was previously written down to
zero, the 25% membership interest has no carrying value. Additionally, the management agreement with DAS obligates Axtive to advance DAS for working capital needs at a rate not exceeding, on average, $50,000 per month up to a maximum of $1.2 million
over the three-year life of the agreement. At such time as DASs cash flow permits, DAS will reimburse the Company for all outstanding advances. Axtive has a receivable, related to these advances, from DAS of approximately $764,000 which is
reflected as Management fees receivable and advances due from stockholder in the accompanying consolidated balance sheet at September 30, 2004. This amount is included in Stockholders Deficit, as the ultimate collection of these
advances is dependent on DASs ability to begin producing cash flow sufficient to repay these amounts and the fact that the controlling members of DAS beneficially own approximately 42% of the Companys outstanding common stock at
September 30, 2004. In addition, at September 30, 2004, the Company has trade receivables of $404,000 from DAS for consulting services provided.



Short-term Notes Payable



As of September 30, 2004, the Company has recorded approximately $10,000 in short-term notes due to certain of its stockholders, which represents interest
due on various notes that were settled through the issuance of common stock as part of the February 2004 common stock offering as discussed in Note 9 Financing Transactions.



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5. PRINCIPLES OF CONSOLIDATION



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



6. REVENUE RECOGNITION



The Company earns revenues primarily from providing consulting services. Although the Company provides consulting services under both time-and-material and fixed-price contracts, the majority of our service revenues are recognized under
time-and-material contracts as hours and costs are incurred. Revenues from consulting services are recognized when the Company has received a signed agreement, the Company has delivered the services, and collection is considered probable by
management. Cost of revenues for consulting services includes salaries, benefits, and other direct expenses related to providing consulting services. Deposits received from customers in advance of the delivery of product or provision of service are
included in Other current liabilities in the accompanying consolidated balance sheets.



The Company has also earned revenues from providing education services. Education revenues include amounts billed for providing training seminars at
Company-owned and third-party facilities. Revenues from Company-organized courses are reported on a gross basis. Revenues from training courses conducted for Oracle Corporation are recorded on a net basis, as the Company receives a percentage of the
amounts billed to participants. Cost of revenues for education revenues includes salaries, benefits, and other direct expenses related to providing education services. Education revenues totaled less than 10% of total revenues for the nine months
ended September 30, 2003 and 2004. Effective April 1, 2004, our contract to provide Oracle training courses was terminated.



7. GOODWILL AND OTHER INTANGIBLE ASSETS



Effective January 1, 2002, we adopted SFAS No, 141, Business Combinations and SFAS No. 142, Goodwill and Other Intangible Assets.
SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001, and also specifies the criteria for the recognition of intangible assets separately from goodwill. In accordance with
SFAS No. 142, goodwill is no longer amortized but is subject to an impairment test at least annually or more frequently if impairment indicators arise. In accordance with SFAS No. 142, the Company performed an annual impairment test of goodwill in
the third quarter of 2002, and had valuation reports prepared by a third party to assist us in our annual impairment tests of goodwill in the third and fourth quarters of 2003. Due to an overall decline in business, of approximately $906,000 of
goodwill recorded in the acquisition of The Visionary Group, $600,000 was written off in September 2002, and the balance was written off in December 2002; of approximately $477,000 of goodwill recorded in the acquisition of Media Resolutions, Inc.,
$119,000 was written off in September 2003; and of approximately $1.05 million of goodwill recorded in the acquisition of Universal Data Technology, Inc., $100,000 was written off in September 2003, and the balance was written off in December 2003.
Due to the termination of ThinkSparks contract as an Oracle Approved Education Center and an authorized reseller of Oracle education prepaid credits, the purchase price recorded as part of the ThinkSpark acquisition that was allocated to
intangible assets and identified as Oracle partnership with a carrying value of approximately $303,000 was written off in June 2004. Additionally, the intangible asset recorded for the Axtive trademark was written off in December 2003.
In accordance with SFAS No. 142, in the third quarter of 2004, the Company performed an annual impairment test of goodwill recorded in the acquisitions of Media Resolutions, Inc. and Virtually There, Inc. Based on the results of this test, it was
determined the goodwill recorded in these acquisitions was not impaired. No other events or circumstances have occurred that would indicate the remaining intangibles are impaired.



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Intangible assets consist of the following as of September 30, 2004:



|                                               |  |                     |           |                         |   |          
|---------------------------------------------- |  | ------------------- | --------- | ----------------------- | - | ---------
|                                               |  | 2004               
|                                               |  | Gross CarryingValue |           | AccumulatedAmortization
|Amortizable intangible assets:                 |  |                     |           |                         |   |          
|Non-compete agreements                         |  | $                   | 911,040   |                         | $ | 620,705  
|Government contracts acquired                  |  |                     | 2,316,270 |                         |   | 617,678  
|                                               |  |                     |           |                         |   |          
|Total                                          |  | $                   | 3,227,310 |                         | $ | 1,238,383
|                                               |  |                     |           |                         |   |          
|Intangible assets not subject to amortization: |  |                     |           |                         |   |          
|Goodwill                                       |  | $                   | 3,579,609 |                         | $ |         
|                                               |  |                     |           |                         |   |          



Amortization expense
related to the intangible assets totaled $438,689 and $805,271 for the nine months ended September 30, 2003 and 2004, respectively. Following is the aggregate estimated amortization expense for intangible assets remaining for the periods ending
December 31:



|      |  |   |          
|----- |  | - | ---------
|2004  |  | $ | 205,155  
|2005  |  |   | 627,606  
|2006  |  |   | 489,738  
|2007  |  |   | 473,406  
|2008  |  |   | 193,022  
|      |  |   |          
|Total |  | $ | 1,988,927
|      |  |   |          



8. LOSS PER SHARE



Basic loss per share is calculated by dividing loss attributable to
common stockholders by the weighted average number of shares of common stock outstanding during each period.



For the three and nine months ended September 30, 2003, due to our net losses, all shares of our common stock issuable upon conversion of convertible
preferred stock and the exercise of outstanding options and warrants, and for the three and nine months ended September 30, 2004, all shares of our common stock issuable upon the exercise of outstanding options and warrants have been excluded from
the computation of diluted loss per share in the accompanying statements of operations as their impact would be antidilutive. The aggregate number of potentially dilutive instruments including convertible preferred stock, warrants and options
excluded from the loss per share calculation for the nine months ended September 30, 2003 and 2004 are 4,644,388 and 2,705,859, respectively.



9. FINANCING TRANSACTIONS



12% Promissory Notes



In a private notes offering, on December 15, 2003, we issued G.C. Scooter Beachum a 12% promissory note in the amount of $13,441 and issued a
warrant to purchase 67,205 shares of common stock at a per share price of $1.10. The 12% promissory note had a December 15, 2004 maturity date and was secured by the Companys assets, including stock of its subsidiaries and other equity
investments. Interest on the note was payable quarterly, in arrears, on the last day of March, June, September and December of each year until the maturity date, commencing March 31, 2004. The warrant was valued at $11,521 using the Black-Scholes
model and was recorded as a debt discount. The debt discount was amortized to interest expense over the term of the note. The note was funded with the proceeds from the repayment of the principal amount plus accrued and unpaid interest of a previous
short-term loan. The Company received no additional funds as a result of this transaction. As part of a private common stock offering by the Company in February 2004, discussed below, the note (based on the outstanding principal balance) and the
related warrant were converted into 174,854 shares of the Companys common stock. The fair market value of the common stock issued in the conversion of this note was $99,666. The value of the warrant, using the Black-Scholes



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model, on the conversion date was $38,306. As the fair market value of the common stock issued was greater than the
amount owed under the note plus the value of the warrant, a loss on extinguishment of debt was recorded for the difference, which totaled $47,919. Upon settlement of this liability, the unamortized debt discount related to the note totaling $9,223
was charged to interest expense.



On December 15, 2003, as part
of the same private notes offering, we issued three of the Companys investors, US Technology Investors LLC, Paul Morris and Jack E. Brown 12% promissory notes in the amounts of $43,900, $20,000 and $56,410, respectively and issued warrants to
purchase 219,500, 100,000 and 282,050, respectively, shares of common stock at a per share price of $1.10. The 12% promissory notes and the warrants had the same terms as described above, including security for the notes. The warrants were valued at
$35,120, $16,000 and $46,154, respectively, using the Black-Scholes model and were recorded as a debt discount. The debt discount was amortized to interest expense over the term of the note. The proceeds from the issuance of the notes were used for
working capital. As part of the February 2004 common stock offering, these notes (based on the outstanding principal balances) and the related warrants were converted into 1,565,099 shares of the Companys common stock. The fair market value of
the common stock issued in the conversion of these notes was $943,505. The value of the warrants, using the Black-Scholes model, on the conversion date was $362,634. As the fair market value of the common stock issued was greater than the amount
owed under the notes plus the value of the warrants, a loss on extinguishment of debt was recorded for the difference, which totaled $460,561. Upon settlement of this liability, the unamortized debt discount related to the notes totaling $78,266 was
charged to interest expense.



On January 15, 2004, as part of
the private notes offering begun in December 2003, we issued GCA Strategic Investment Fund Limited a 12% promissory note in the amount of $668,463 and issued a warrant to purchase 3,342,315 shares of common stock at a per share price of $1.10. The
12% promissory note and the warrant had the same terms as described above, including security for the notes. The warrant was valued at $557,971 using the Black-Scholes model and was recorded as a debt discount. The debt discount was amortized to
interest expense over the term of the note. The Company received a cash payment of $200,000, with the balance of the note funded with the proceeds from the repayment of the principal amount plus accrued and unpaid interest of previous short-term
loans. The proceeds from the issuance of the notes were used for working capital. As part of the February 2004 common stock offering, the note (based on the outstanding principal balance) and the related warrant was converted into 8,695,951 shares
of the Companys common stock. The fair market value of the common stock issued in the conversion of this note was $4,956,692. The value of the warrant, using the Black-Scholes model, on the conversion date was $1,904,946. As the fair market
value of the common stock issued was greater than the amount owed under the note plus the value of the warrant, a loss on extinguishment of debt was recorded for the difference, which totaled $2,383,283. Upon settlement of this liability, the
unamortized debt discount related to the note totaling $493,942 was charged to interest expense.



On January 19, 2004, as part of the private notes offering begun in December 2003, we issued Agincourt, L.P. a 12% promissory note in the amount of
$49,615 and issued a warrant to purchase 248,075 shares of common stock at a per share price of $1.10. The 12% promissory note and the warrant had the same terms as described above, including security for the notes. The warrant was valued at $25,989
using the Black-Scholes model and was recorded as a debt discount. The debt discount was amortized to interest expense over the term of the note. The proceeds from the issuance of the note were used for working capital. As part of the February 2004
common stock offering, in lieu of conversion, the note was repaid and the related warrant was forfeited. As of June 30, 2004, all principal and interest amounts due on the note had been paid in full. Upon repayment of the note in full, the
unamortized debt discount related to the note totaling $23,290 was charged to interest expense.



Short-term Advance



On February 20, 2004, Agincourt, L.P made a short-term advance to the Company in the amount of $126,523. The advance, which was used for working capital
and general corporate purposes, was repaid in full on February 26, 2004.



Private Placement of Common Stock



On February 26, 2004, we issued 23,459,087 shares of our common stock in a private offering to existing investors at $0.07687 per share. We received cash proceeds of $1.05 million and $750,000 as consideration related
to the conversion of the promissory notes, and related warrants, owed by Axtive to certain of its stockholders. Of the cash proceeds, after paying legal expenses related to the offering, we used $167,000 to repay short-term notes and a 12%
promissory note issued to one of our investors, $456,000 to satisfy past due liabilities and $296,000 to



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settle judgments and promissory notes from prior acquisitions. The balance was used for working capital and general
corporate purposes. These purchasers have demand registration rights beginning in February 2005, as well as incidental registration rights, with respect to the shares of common stock issued.



Additionally on February 26, 2004, the holders of the Series A Preferred
Stock elected to convert all of their outstanding shares into common stock. In accordance with the terms of the Series A Preferred, the conversion price was $1.00 per share. In addition, the Board declared the cumulative dividends on the Series A
Preferred that had accumulated through February 26, 2004 totaling $823,221. The dividends were also paid through the issuance of common stock at the same rate that the Series A Preferred converted into common stock. Thus, 6,825,000 shares of common
stock were issued for the conversion of 6,825 shares of Series A Preferred and 823,221 shares of common stock were issued as payment of the preferred dividends for the total number of shares issued to the holders of the Series A Preferred of
7,648,221. Concurrent with this conversion, the preferred stockholders agreed to waive and terminate all warrants issued in conjunction with their previous purchases of Series A Preferred Stock.



On March 5, 2004, as part of the February 2004 private offering, we issued
571,090 of our common stock at $0.07687 per share to one of our stockholders in consideration of the conversion of a promissory note totaling $43,900, and a related warrant.



On March 26, 2004, as part of the February 2004 private offering, we issued an additional 3,694,521 shares of our common
stock at $0.07687 per share. We received additional cash proceeds of $284,000, all of which was used for working capital and general corporate purposes.



On April 26, 2004, as part of the February 2004 private offering, we issued an additional 1,458,620 shares of our common stock at $0.07687 per share. We
received additional cash proceeds of $112,000, all of which was used for working capital and general corporate purposes.



On May 13, 2004, as part of the February 2004 private offering, we issued an additional 1,458,620 shares of our common stock at $0.07687 per share. We
received additional cash proceeds of $112,000, all of which was used for working capital and general corporate purposes.



On July 9, 2004, as part of the February 2004 private offering, we issued an additional 1,458,620 shares of our common stock at $0.07687 per share. We
received additional cash proceeds of $112,000, all of which was used for working capital and general corporate purposes.



On August 11, 2004, as part of the February 2004 private offering, we issued an additional 1,458,620 shares of our common stock at $0.07687 per share. We
received additional cash proceeds of $112,000, all of which was used for working capital and general corporate purposes.



On August 31, 2004 and September 27, 2004 we received cash proceeds of $72,000 and $80,000, respectively, from two existing investors for the purchase of
1,980,601 shares of common stock as part of the February 2004 private offering. All proceeds were used for working capital and general corporate purposes. As of September 30, 2004, the shares of common stock for which the cash proceeds were received
had not been issued to the purchasers. As such, a liability of $152,000 has been recorded by the Company at September 30, 2004 and is included in Other current liabilities in the accompanying consolidated balance sheets.



Subsequent Events



On October 7, 2004 and November 1, 2004 we received cash proceeds of
$143,000 and $40,000, respectively, from existing investors for the purchase of 2,382,251 shares of common stock as part of the February 2004 private offering. All proceeds have or will be used for working capital and general corporate purposes.



As part of the February 2004 private offering, two of the
purchasers agreed to purchase an aggregate of 1,453,611 additional shares of common stock for cash totaling approximately $112,000. The additional purchases are scheduled to occur in November 2004.



Dividends in Arrears



As part of the February 2004 private offering, the total of dividends in
arrears at February 26, 2004 of $823,221 was converted into shares of common stock. The common shares were valued at $469,236 using the fair



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market value on the date of conversion. The gain on the payment of preferred stock dividends with common stock totals
$353,985 and is included in Net loss attributed to common stockholders in the accompanying consolidated statements of operations. Undeclared dividends for the nine months ended September 30, 2004, calculated through February 26, 2004, on
the preferred shares as of that date totaled $91,197 and are reflected in the computation of net loss attributable to common stockholders in the accompanying consolidated statements of operations.



Senior Secured Convertible Variable Rate Term Note



In July 2004, the Company entered into a three-year senior secured
convertible variable rate term note, for an aggregate principal amount of $4,000,000 with Laurus Master Fund, Ltd (Laurus). To date no amounts have been borrowed under this note. The note bears a variable interest rate of Wall Street
Journal Prime plus 2%, with a 6% minimum, subject to possible future adjustments based on our common stock price that may reduce the rate. The repayment terms consist of monthly amortizing payments of the outstanding principal plus interest, both
payable in either cash or Axtive common stock, or a combination thereof. The net note proceeds of $3.8 million, after payment of fees and expenses, were required to be placed in a restricted cash account under the dominion and control of Laurus. The
net note proceeds are solely intended to be used for acquisitions and any release of the proceeds is subject to the approval of Laurus. The note is secured by the depositary account and any funds distributed from the account will be secured by the
accounts receivable and other assets of any acquired company, as well as pledge of its capital stock or other equity. If the Company elects or is required to make payments under the note in cash, the payments will be at 101% of the monthly principal
amount due. If the Company satisfies certain conditions to make payments with shares of its common stock, the number of shares will be determined based upon a fixed conversion price of $0.40, which is based upon 102% of the 10-day average closing
prices prior to the closing and which will remain fixed for the term of the note subject to adjustments upon the occurrence of certain events. Generally, if the Company elects to prepay all or part of the outstanding principal of the note, it will
be subject to substantial prepayment penalties of 20% or 30%. The Company also issued Laurus warrants to purchase 750,000 shares of Axtive common stock at an exercise price equal to 120% of the fixed conversion price, or $0.48 per share. The
warrants were valued at $300,000 using the Black-Scholes model and are included in Deferred financing fees in the accompanying consolidated balance sheets. These deferred financing fees are being amortized over the contractual term of
the related note, which is three years.



10. ACCRUED EXPENSES



Accrued expenses are summarized as follows:



|                               |  |                  |         |                   |   |        
|------------------------------ |  | ---------------- | ------- | ----------------- | - | -------
|                               |  | December 31,2003 |         | September 30,2004
|Professional fees              |  | $                | 65,938  |                   | $ | 27,554 
|Interest                       |  |                  | 59,391  |                   |   | 161,084
|Salaries, bonuses and benefits |  |                  | 376,080 |                   |   | 596,883
|Other                          |  |                  | 74,336  |                   |   | 55,457 
|                               |  |                  |         |                   |   |        
|                               |  | $                | 575,745 |                   | $ | 840,978
|                               |  |                  |         |                   |   |        



The Company has an
estimated federal and state payroll tax obligation of $404,900 at September 30, 2004. The Company estimated this obligation to be the amounts withheld from employees and the employer portion of Social Security Federal Tax Obligation for the second
quarter and third quarter of 2004, including past due amounts of $282,400 and a current amount of $60,100, in addition to an estimated accrual of $62,400 for interest and penalties. The Company additionally had an estimated 401(k) obligation of
$87,100 at September 30, 2004. The Company estimated this obligation to be the amounts withheld from employees for the second quarter and third quarter of 2004, including past due amounts of $35,100 and a current amount of $7,000, in addition to
estimated excise taxes and lost earnings of $45,000 due to the 401(k) participants for late contributions made during 2003 and the nine months ended September 30, 2004.



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11. OTHER CURRENT LIABILITIES



Other current liabilities are summarized as follows:



|                                |  |                  |         |                   |   |        
|------------------------------- |  | ---------------- | ------- | ----------------- | - | -------
|                                |  | December 31,2003 |         | September 30,2004
|Judgments                       |  | $                | 382,380 |                   | $ | 237,179
|Amounts due on receivables sold |  |                  | 11,232  |                   |   |       
|Customer deposits               |  |                  | 65,496  |                   |   | 25,496 
|Deferred revenue                |  |                  | 83,588  |                   |   | 39,505 
|Pending stock issuance          |  |                  |        |                   |   | 152,250
|Other                           |  |                  | 52,501  |                   |   | 700    
|                                |  |                  |         |                   |   |        
|                                |  | $                | 595,197 |                   | $ | 455,130
|                                |  |                  |         |                   |   |        



12. LONG-TERM DEBT AND SETTLEMENT
NOTES PAYABLE



Concurrent with the ThinkSpark acquisition,
the Company entered into an Assignment and Assumption Agreement to assume $5.0 million of debt of ThinkSpark outstanding with Merrill Lynch. As of September 30, 2004, the current portion outstanding is $4.7 million, including past due amounts of
$152,400. The debt assumed is secured by all of the assets of ThinkSpark, although Merrill Lynch agreed to subordinate its liens on up to $1.0 million of accounts receivable of ThinkSpark under certain circumstances. The debt is also guaranteed by
the remaining subsidiaries of Axtive. The debt is payable in monthly installments of $55,000 including 6% interest in year one, and monthly installments of $60,000 including 8% interest in year two, with the remaining balance due on June 1, 2005.
The Company also issued Merrill Lynch warrants to acquire 500,000 shares of Axtives common stock at $0.10 per share for a term of 10 years in exchange for Merrill Lynchs assignment to Axtive and settlement of an additional $1.9 million
of debt due from ThinkSpark. These warrants were valued at $414,000 using the Black-Scholes model on the date of grant.



At September 30, 2004, the Company was not in compliance with certain performance covenants. Under the terms of the Merrill Lynch debt, in the event of a
default, Merrill Lynch has the right to accelerate the maturity of the debt, whereupon all outstanding principal, interest and premiums on the note immediately become due and payable.



Also concurrent with the ThinkSpark acquisition, the Company entered into various other settlement agreements with former
landlords, customers, and employees of ThinkSpark. In April 2004, a mutual release and escrow agreement was entered into with one of the former customers and the related $235,100 promissory note was settled (see further discussion at Note 15,
Legal Proceedings). In May 2004, an additional settlement totaling $157,800 was entered into with the current landlord for past due 2002 rent and other unpaid expenses. In July 2004, the Company made final and full payment on a
settlement note payable to one of the former customers (see further discussion at Note 15, Legal Proceedings). In August 2004, the Company restructured a settlement obligation to a former employee and shareholder to reduce the amount due
under the settlement note payable (see further discussion at Note 15, Legal Proceedings).Of the remaining settlements, $500,000 bears interest of 6% and is due and payable within twenty-four months of execution, $157,000 bears interest
of 10% and is due and payable within 40 months of execution, and $210,000 bears no interest and is due and payable within four months to twelve months of execution. As of September 30, 2004, the balance remaining due and outstanding is $684,400,
including past due amounts of $270,800, and is classified as Settlement notes payable in the accompanying consolidated balance sheets.



13. CAPITAL LEASE OBLIGATIONS



In July 2004, the Company entered into an addendum to a matured operating lease with GE Capital Corporation to finance the purchase of furniture and
equipment for approximately $185,000. The addendum provides for financing of the amount due for a term of 24 months, at 9.5% interest, with a purchase option of $1 upon full payment. A payment of $20,000 was paid upon signing of the addendum and a
payment of $10,000 was paid in July 2004. There are 22 additional payments of $7,758, each due on the first day of each month beginning on August 1, 2004 and continuing through May 1, 2006. As of September 30, 2004, the balance remaining due and
outstanding is $143,000 and is included in Capital lease obligations in the accompanying consolidated balance sheets.



In August 2004, the Company entered into three agreements to lease computer equipment. The agreements require monthly payments totaling $1,970 for a term
of 36 months and provide a purchase option of $1 at the



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termination of the leases. The interest rate for each lease is 9.5%. As of September 30, 2004, the balance remaining due
and outstanding under the agreements is $56,000 and is included in Capital lease obligations in the accompanying consolidated balance sheets.



14. LEASE TERMINATION LIABILITY



During 2002, ThinkSpark closed certain offices that had existing lease obligations. The Company has estimated the liability associated with terminating
these leases prior to their respective maturity dates. As of September 30, 2004, all but two of the lease terminations have been settled, and one additional settlement of $16,000 remains outstanding. The estimated liability related to these two
obligations that has been recorded by the Company totaled approximately $122,000 at September 30, 2004 and is included in Lease termination liability in the accompanying consolidated balance sheets. This estimate is based on signed
releases, if applicable, or managements expected liability based on ongoing negotiations. The Company is involved in litigation related to unpaid rent on both of these facilities, however management believes that the Company will be able to
settle these claims and that the ultimate remaining liability will approximate $122,000.



15. LEGAL PROCEEDINGS



Proceedings Against ThinkSpark



In 2002, a
former customer obtained a final judgment against ThinkSpark. The former customer filed a collection suit against ThinkSpark with respect to the judgment in the amount of $940,000, including attorneys fees. The former customer also filed a
lawsuit against certain of ThinkSparks then directors and stockholders with respect to alleged improper repurchases of stock from certain stockholders. Effective with Axtives acquisition of ThinkSpark, ThinkSpark entered into a
settlement agreement with the former customer. ThinkSpark agreed to make a cash payment of $18,000 to the former customer and issue a promissory note for $150,000. The promissory note bears interest at 6% per year and is payable on a monthly basis
amortized over 12 months. In exchange, the former customer agreed not to seek to enforce the judgment, to dismiss with prejudice the separate lawsuit, and upon payment in full of the promissory note, to fully release ThinkSpark and the individual
defendants from all claims. In August 2004, the Company made a payment of $40,000, which the former customer accepted as final and full payment on the promissory note. As a result, the Company has been released from all claims. As the final payment
was less than the amount due on the note payable, a gain on extinguishment of debt of $11,000 was recorded for the difference in the third quarter of 2004.



In October 2002, a former employee and shareholder filed a suit against ThinkSpark, certain of its subsidiaries, and certain of its directors and
shareholders seeking damages in the amount of $612,000 for breach of a severance agreement. Effective with Axtives acquisition of ThinkSpark, ThinkSpark entered into a mutual release agreement with the former employee. In exchange for mutual
releases of all claims, ThinkSpark agreed to issue to the former employee a promissory note in the amount of $169,000, a portion of which represented the merger consideration payable to the former employee and shareholder. The promissory note bears
interest at 6% per year and is payable on a monthly basis amortized over 18 months. The former employee agreed to then abate his lawsuit and, upon payment in full of the promissory note, to dismiss all claims against ThinkSpark and the other
defendants. As no payments have been made on the promissory note since October 2003, the former employee attempted to seek a default judgment against the former ThinkSpark directors and stockholders named in the lawsuit, which was avoided as a
result of answers filed by those individuals. In August 2004, the Company restructured the settlement obligation to reduce the amount due under the note to $50,000, due and payable in installments within 120 days of execution of the restructured
note. As of September 30, 2004, the balance remaining due and outstanding on the restructured settlement obligation under the note is $36,500 and is included in Current portion  settlement notes payable in the accompanying
consolidated balance sheets. Additionally, as part of the settlement, the Company issued the former employee 100,000 shares of our common stock valued at $45,000. As the fair market value of the common stock issued plus the reduced amount of the
settlement obligation due under the note was less than the amount owed on the original settlement note at the date of the restructured settlement, a gain on extinguishment of debt of $37,700 was recorded for the difference.



In January 2001, ThinkSpark Limited, a United Kingdom subsidiary of
ThinkSpark, entered into a lease for office space in London for a 15-year term. ThinkSpark was required to be a surety on this lease agreement. In October 2002, ThinkSpark Limited ceased operations in the United Kingdom and consequently breached the
lease agreement. ThinkSpark Limited is now in liquidation. The landlord filed suit against ThinkSpark in the United



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Kingdom. In May 2003, ThinkSpark and the landlord entered into a settlement agreement. Pursuant to the terms of the
settlement agreement, and in consideration of the terms of the settlement, Axtive executed a promissory note in favor of the landlord for $200,000. The promissory note bears interest at 6% per year and is payable over 12 months. Axtive issued
121,915 restricted shares of our common stock to the landlord as security for the promissory note. Pursuant to the settlement agreement and the promissory note, the shares will be returned to us at various stages based upon payments made on the
promissory note. In October 2003 and April 2004, 32,589 shares and 44,218 shares, respectively, were returned to the Company and are held as treasury stock. In July 2004, the promissory note was paid in full pursuant to its terms, and all remaining
shares are expected to be returned and held as treasury stock. As of September 30, 2004, 45,108 shares have been treated as outstanding in the accompanying financial statements and were recorded at par value with an offset to additional paid in
capital.



In December 2003, ThinkSpark received notification of
a demand for arbitration based on failure to pay for services rendered under a subcontract agreement and for failure to make payments after entering into a $235,000 promissory note in November 2003 with said subcontractor for a portion of the unpaid
services. The amount sought was $304,000 plus interest and attorneys fees and costs. In April 2004, ThinkSpark entered into a settlement and escrow agreement with the subcontractor and the original contracting party whereby ThinkSpark agreed
to escrow $75,000 and the original contracting party agreed to escrow $100,000 pending fulfillment of certain requirements by all parties. As of September 30, 2004, the parties had fulfilled their obligations under the settlement and escrow
agreement, all funds were distributed, and all liabilities were satisfied. A $6,000 gain was recorded on the settlement and is included in Gain/(loss) on the extinguishment of debt on the accompanying consolidated statements of
operations for the nine months ended September 30, 2004.



ThinkSpark was sued in state court in Cuyahoga County, Ohio, for breach of a November 1998 lease agreement for office space in Cleveland, Ohio, which has been vacated by ThinkSpark. The landlord obtained a judgment in March 2003 for
approximately $203,000 plus 10% per year until paid and all costs, including collection costs. The landlord has sought to domesticate the judgment in state court in Texas and ThinkSpark has been served with post-judgment discovery. ThinkSpark has
been in discussions with the landlord to settle the judgment; however, we can give no assurance that ThinkSpark will be able to enter into a settlement. Managements estimate of the potential liability has been recorded at $50,000 and is
included in the accompanying consolidated balance sheets as Lease termination liability at September 30, 2004.



In August 2003, ThinkSpark was sued in Greene County, Ohio for breach of a November 1998 lease agreement extension for office space in Dayton, Ohio, which
has been vacated by ThinkSpark. In September 2003, the landlord obtained a judgment for $55,556 plus post-judgment interest of 10% per year until paid and all of the landlords costs in connection with the lawsuit. ThinkSpark has been in
discussions with the landlord to settle the judgment; however, we can give no assurance that ThinkSpark will be able to enter into a settlement. Managements estimate of the potential liability has been recorded at $56,000 and is included in
the accompanying consolidated balance sheets as Lease termination liability at September 30, 2004.



In July 2003, ThinkSpark was sued for breach of a lease agreement for office space in Las Vegas, Nevada. The landlord sought damages in excess of $10,000
for one months rent plus attorneys fees and costs of the suit. In June 2004, we entered into an agreement to settle the suit for $7,000 where, upon full payment, the landlord has agreed to set aside the judgment. In August 2004, full
payment pursuant to the terms of the settlement agreement was made and the judgment was set aside.



Other Legal Proceedings



In February 2004, The Visionary Group, Inc., a now-defunct subsidiary of the Company, was notified by Debt Acquisition Company of America
(DACA) that a bankruptcy claim totaling $48,000 that was sold for $21,600 by The Visionary Group to DACA had been disallowed by the bankruptcy court and DACA was seeking return of the full $21,600. DACA has threatened legal action
against The Visionary Group and the Company. The Visionary Group has notified DACA that it ceased business in December 2002 and has no assets or operations. We do not believe that this matter will have a material adverse effect on our financial
condition or results of operations.



In July 2004, two of the
Companys subsidiaries, UDT Consulting, Inc. and Virtually There, Inc., received notification from the Trustee of DIC Creditors Trust that it seeks to obtain reimbursement of avoidable payments on behalf of the Estate of Daisytek,
Incorporated. The Trustee claims that transfers in the amounts of approximately $51,000 and $33,000 which were made to UDT Consulting and Virtually There, respectively, were made within 90



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days of Daisytek filing for protection under Chapter 11 of the U.S. Bankruptcy Code and that these transfers constitute
avoidable preference payments. We believe that we have strong defenses for both claims and, therefore, have not recorded a liability related to such claims. We believe the claims will have no material adverse effect on our financial condition or
results of operations.



The Company is involved in other legal
proceedings arising in the ordinary course of business and has several judgments totaling approximately $12,000 pending against it. As of September 30, 2004, the judgments are recorded in Other liabilities in the accompanying
consolidated balance sheets. In June 2004, one previously recorded judgment for $33,400 was settled for $12,000; the gain is included in (Gain)/loss on extinguishment of debt in the accompanying consolidated statements of operations for
the nine months ended September 30, 2004. We do not expect the ultimate outcome of any of these matters, individually or in the aggregate, will have a material adverse effect on our financial condition, results of operations or cash flows of the
Company as a whole. However, depending on the amount and timing, an unfavorable outcome of any such matters could possibly materially affect our future results of operations or cash flow in any particular period.



Axtive and its subsidiaries are involved in other legal proceedings arising
in the ordinary course of business. We believe that none of these other legal proceedings will have a material adverse effect on our financial condition or results of operations.



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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS



The following discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto included as Item 1 of
this report. This document contains forward-looking statements relating to future events or our future financial performance within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934 and which are intended to be covered by the safe harbors created thereby. These forward-looking statements are based on the beliefs of our management as well as assumptions made by and information currently available to our management. These
statements include, without limitation, statements regarding our future capital requirements and our ability to satisfy our capital needs, statements regarding our recent acquisitions, statements regarding our ability to implement our plans to
acquire additional companies, and other statements which speak to projections of future conditions or our anticipated performance which contain the words anticipate, believe, expect and words or phrases of similar
import, as they relate to us or our management. You should be aware that these forward-looking statements are subject to certain risks, uncertainties and assumptions related to certain factors including, without limitation, the ability
to adopt and successfully execute a revised business plan, respond to future business opportunities, and overcome numerous other risks and difficulties generally experienced by early stage business models, including, but not limited to, those
factors set forth under the heading RISK FACTORS in the Annual Report on Form 10-KSB for our year ended December 31, 2003. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give
no assurance that such expectations will prove to have been correct. Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary
materially from those described herein. We expressly undertake no obligation to update these forward-looking statements. Except as required by federal securities laws, we undertake no obligation to publicly update or revise any written or oral
forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason after the date of this report.



GENERAL



Axtives business model is to acquire technology companies that deliver software products and related professional services to middle-market companies. We currently offer products and services that improve the
utilization of business information for middle-market companies within the United States. We expect that current and prospective customers will benefit from integrated business application solutions that are delivered through portal technology or as
traditional licensed products. Our acquisitions target companies with existing strategic relationships with Oracle, IBM or Microsoft that will allow us to take advantage of partnership opportunities available only to those select parties. The
technology companies targeted for acquisition are those that operate within the following business sectors and operating business units: (1) Information Technology (IT) Professional Services; (2) Business Application Software
(BAS) comprised of six product groups; and (3) Application Services and Management.



Our acquisitions have included ThinkSpark, a professional services firm specializing in the installation and integration of technology solutions from
Oracle Corporation; VirtuallyThere, a web services firm; UDT Consulting, a professional services firm specializing in the installation, integration and application of software solutions from IBM, Informix and Microsoft; and Media Resolutions, an
application and managed hosting services provider.



Initial
development of our business model has involved the acquisition of IT Professional Services and Application Services and Management firms that have existing relationships with numerous middle-market customers. Subsequent acquisitions are expected to
target companies that service or offer software products operating on Oracle, IBM or Microsoft database technologies that support the application service delivery channel. Nearly all operations are expected to continue within each operating business
unit while a small corporate staff will interface with the capital markets, formulate and manage our overall strategic objectives and oversee all mergers and acquisitions.



OUR ONGOING PLAN



Our plan of operation for the upcoming months calls for the following:



| |  | Operation of the businesses Axtive has acquired to date;
| | - | --------------------------------------------------------



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| |  | Additional fundraising activities to continue our acquisition strategy and fund operational requirements; and
| | - | -------------------------------------------------------------------------------------------------------------



| |  | Additional acquisitions to fill in Axtives end-to-end (E2E) offering of business application software products and professional services to meet the needs of
middle-market companies.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



RESULTS OF OPERATIONS



Three months ended September 30, 2004 compared to
three months ended September 30, 2003



Net Revenues.Revenues decreased $2.04 million to $1.55 million for the three months ended September 30, 2004 from $3.59 million for the three months ended September 30, 2003. This decrease includes a reduction in revenue of $368,000 from our UDT Consulting
subsidiary primarily due to the loss of several significant contracts and an overall decline in the market. The remaining UDT Consulting contractual obligations were consolidated under ThinkSpark Corporation in December 2003; however, prior to the
third quarter of 2004, all remaining UDT Consulting contracts were terminated. This decrease also includes a reduction in revenue of $29,000 from the other companies acquired in 2002 and a $1.64 million reduction in revenue from ThinkSpark. The
reduction in ThinkSpark revenue is due to the loss of several contracts, an overall decline in the market and the loss of Oracle education in the second quarter of 2004. Oracle education generated $450,000 of revenue during the three months ended
September 30, 2003. Gross margins across all businesses averaged 52.1% during the three months ended September 30, 2004 as compared to 39.9% during the three months ended September 30, 2003. This increase is due to the lower percentage of government
contracts, which yield lower margins, in relation to all contracts during the three months ended September 30, 2004 as compared to the three months ended September 30, 2003, as well as the loss of UDT Consulting contracts and Oracle education in
2004, which also yielded lower margins compared to the other operations of the Company.



General and Administrative Expenses.General and administrative expenses decreased $1.09 million, or 53.3%, to $950,000 for the three months ended September 30, 2004 from $2.04 million for the three months
ended September 30, 2003. This decrease includes a $156,000 decrease due to the elimination of all UDT Consulting overhead costs as a result of the cessation of the separate UDT Consulting IT Professional Services business in December 2003, a
$71,000 decrease resulting from a matured operating lease being converted to a capital lease in July 2004 and a reduction in legal and professional fees of $217,000. The remaining decrease is due to an overall reduction of overhead costs of the
Company, primarily as a result of a significant reduction in the number of employees of ThinkSpark. Due to the significant decline in business (see discussion in Net Revenues above), the number of employees of ThinkSpark was reduced from
88 as of September 30, 2003 to 43 as of September 30, 2004.



Depreciation and Amortization Expenses.Depreciation expense decreased $14,700 to $56,000 for the three months ended September 30, 2004 from $70,700 for the three months ended September 30, 2003. The decrease is primarily related to
software used by Axtive that became fully depreciated in 2003, the sale of office equipment from a number of our subsidiary satellite offices, and the write-off of leasehold improvements on the former ThinkSpark main office location. Amortization
expense decreased $97,300 to $205,200 for the three months ended September 30, 2004 from $302,500 for the three months ended September 30, 2003. The decrease is due to a non-compete agreement entered into with employees of one of the subsidiaries
acquired in 2002 becoming fully amortized in the second quarter of 2004 and the full impairment in the second quarter of 2004 of the Oracle partnership agreement.



Gain on Extinguishment of Debt.Gain on extinguishment of debt for the three months ended September 30, 2004 includes
a $37,700 gain from the restructuring of a settlement note payable to a former employee, an $11,000 gain on a settlement note payable to a former customer (see Note 15 Legal Proceedings for further discussion) and a $7,300 gain on the
conversion of a matured operating lease to a capital lease. Gain on extinguishment of debt for the three months ended September 30, 2003 includes $390,000 for a reduction in the final settlement of the amounts owed to UDT Consulting for full and
final consideration of the purchase price.



Impairment of
Assets.During the three months ended September 30, 2003, based on annual third party valuations performed for all the intangibles and goodwill of the Company, we recorded a partial impairment of the goodwill recorded as part of the Media
Resolutions and UDT Consulting acquisitions.



Interest
Expense.Interest expense increased $24,900 to $113,200 for the three months ended September 30, 2004 from $88,300 for the three months ended September 30, 2003. Interest expense for the three months ended



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September 30, 2003 primarily included the cost of factoring receivables and interest expense on the installment note and
settlement agreements entered into as a result of the ThinkSpark acquisition. Interest expense for the three months ended September 30, 2004 reflects interest expense on the installment note and settlement agreements entered into as a result of the
ThinkSpark acquisition, interest expense on a settlement note entered into with the current landlord in 2004, and interest expense on a capital lease obligation to finance the purchase of furniture and equipment entered into in 2004.



Management Fees.Management fees for the three months ended September
30, 2003 and 2004 consist of fees we received from Demand Aggregation Solutions, LLC (DAS) for services of our Chief Executive Officer, President and other Axtive employees to manage the day-to-day affairs of DAS. See Note 4,
Related Party Transactions, to our consolidated financial statements included elsewhere in this report.



Nine months ended September 30, 2004 compared to nine months ended September 30, 2003



Net Revenues.Revenues decreased $800,000 to $5.5 million for the
nine months ended September 30, 2004 from $6.3 million for the nine months ended September 30, 2003. The net decrease includes an increase of $800,000 of additional revenue generated by ThinkSpark, offset by a decrease in revenue of $1.6 million
from our UDT Consulting subsidiary primarily due to the loss of several significant contracts and an overall decline in the market. The remaining UDT contractual obligations were consolidated under ThinkSpark Corporation in December 2003; however,
during the nine months ending September 30, 2004 all remaining UDT Consulting contracts were terminated. Gross margins across all businesses averaged 45.5% during the nine months ended September 30, 2004 as compared to 41.0% during the nine months
ended September 30, 2003. The slight increase is due primarily to the lower percentage of government contracts, which yield lower margins, in relation to all contracts during the nine months ended September 30, 2004 as compared to the nine months
ended September 30, 2003 as well as the loss of UDT Consulting contracts and Oracle education in 2004, which also yield lower margins compared to the other operations of the Company.



General and Administrative Expenses.General and administrative expenses decreased $960,000, or 22.7%, to $3.29
million for the nine months ended September 30, 2004 from $4.25 million for the nine months ended September 30, 2003. The decrease is primarily due to a reduction of $590,000 from the elimination of all UDT Consulting overhead costs as a result of
the cessation of the separate UDT Consulting IT Professional Business Services business in December 2003, a $68,000 write-off of old Visual Edge liabilities, a $96,000 decrease in rental expenses and a $240,000 decrease in salaries and related
expenses due to headcount reduction for Axtive and the other companies acquired in 2002. These were offset by an increase of $107,000 related to penalties and interest on past due payroll tax deposits and late 401(k) contributions.



Depreciation and Amortization Expenses.Depreciation expense decreased
$6,000 to $186,600 for the nine months ended September 30, 2004 from $192,600 for the nine months ended September 30, 2003. This decrease is primarily related to the software used by Axtive that became fully depreciated in 2003, the sale of office
equipment from a number of our subsidiary satellite offices, and the write-off of leasehold improvements on the former ThinkSpark main office location, offset by five additional months of depreciation of the assets acquired in the ThinkSpark
acquisition. Amortization expense increased $366,500 to $805,300 for the nine months ended September 30, 2004 from $438,800 for the nine months ended September 30, 2003. The increase is primarily due to an additional five months of amortization
related to non-competition agreements entered into with ThinkSpark employees and government contracts acquired in the ThinkSpark acquisition.



(Gain)/Loss on Extinguishment of Debt.Loss on extinguishment of debt for the nine months ended September 30, 2004 includes a loss of $2,891,800
related to the extinguishment of short-term notes payable totaling $802,200 and notes warrants valued at $2,306,000 through the issuance of 10,435,903 shares of common stock valued at $6,000,000. This loss was partially offset by a $78,500 reduction
in the lease termination liabilities entered into as a result of the ThinkSpark acquisition, $38,000 gain on the settlement of three lawsuits, a $37,700 gain on restructuring of a settlement note to a former employee and $7,300 gain on conversion of
a matured operating lease to a capital lease. Gain on extinguishment of debt for the three months ended September 30, 2003 includes $390,000 for a reduction in the final settlement of the amounts owed to UDT Consulting for full and final
consideration of the purchase price.



Loss on the Disposal
of Property and Equipment.Loss on the disposal of property and equipment for the nine months ended September 30, 2004, includes a $69,100 loss on the write-off of leasehold improvements on the former ThinkSpark main office location and a $4,600
loss on furniture and equipment abandoned with the closing of ThinkSparks Las Vegas office, offset by a gain of $24,400 on the sale of office equipment from a number of our subsidiary satellite offices.



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Impairment of Assets.During the nine months ended September 30, 2004, we were notified that
ThinkSparks contract as an Oracle Approved Education Center and an authorized reseller of Oracle education prepaid credits was terminated. As such, the intangible asset recorded as part of the ThinkSpark acquisition allocated to Oracle
partnership that had a carrying value of approximately $303,000 was written off and is included as an impairment of assets for the nine months ended September 30, 2004. During the nine months ended September 30, 2003, based on annual third
party valuations performed for all the intangibles and goodwill of the Company, we recorded a partial impairment of the goodwill recorded as part of the Media Resolutions and UDT Consulting acquisitions.



Interest Expense.Interest expense increased $794,000 to $966,000 for
the nine months ended September 30, 2004 from $172,000 for the nine months ended September 30, 2003. Interest expense for the first nine months of 2003 primarily included the cost of factoring receivables by our subsidiary, UDT Consulting and four
months interest expense on the installment note and settlement agreements entered into as a result of the ThinkSpark acquisition. Interest expense for the first nine months of 2004 reflects primarily interest expense related to the
amortization of debt discounts (see further discussion in Note 9, Financing Transactions), interest expense on the installment note and settlement agreements entered into as a result of the ThinkSpark acquisition and interest expense on
a settlement note, a short-term note payable and capital lease obligation entered into during the nine months ended September 30, 2004.



Management Fees.Management fees for the nine months ended September 30, 2003 and 2004 consist of fees we received from PurchasePooling Solutions,
Inc. and Demand Aggregation Solutions, LLC (DAS), respectively, for services of our Chief Executive Officer, President and other Axtive employees to manage the day-to-day affairs of PurchasePooling and DAS. See Note 4, Related
Party Transactions, to our consolidated financial statements included elsewhere in this report.



LIQUIDITY AND CAPITAL RESOURCES



At September 30, 2004, we had cash and cash equivalents of $50,000 and a working capital deficit of $6.9 million, compared to cash and cash equivalents of $146,100 and a working capital deficit of $7.8 million at December 31, 2003. During
the nine months ended September 30, 2004, net cash used in operating activities was $708,300, net cash used in investing activities was $616,200 and net cash provided by financing activities was $1.23 million, for a total decrease in cash and cash
equivalents for the period of $96,100. We do not maintain a bank credit facility.



At October 31, 2004, we had cash and cash equivalents of $3,000 and a working capital deficit of $7.0 million.



The Company had an estimated federal and state payroll tax obligation of $404,900 at September 30, 2004. The Company estimated this obligation to be the
amounts withheld from employees and the employer portion of Social Security Federal Tax Obligation for the second quarter and third quarter of 2004, including past due amounts of $282,400 and a current amount of $60,100, in addition to an estimated
accrual of $62,400 for interest and penalties. Additionally, the Company had an estimated 401(k) obligation of $87,100 at September 30, 2004. The Company estimated this obligation to be the amounts withheld from employees for the second quarter and
third quarter of 2004, including past due amounts of $35,100 and a current amount of $7,000, in addition to estimated excise taxes and lost earnings of $45,000 due to the 401(k) participants for late contributions made during 2003 and the nine
months ended September 30, 2004. Subsequent to September 30, 2004, the Company began initial discussions with the Internal Revenue Service to work out a payment plan whereby the Company would pay the delinquent payroll tax obligation, including any
penalties and interest, in installments over a period of time. However, it is not known if such an installment payment plan will be agreed to by the Internal Revenue Service or, if a plan can be worked-out, over what period of time or under what
terms such an installment payment plan could be arranged.



During 2003, the Company entered into an Assignment and Assumption Agreement to assume $5.0 million of debt of ThinkSpark outstanding with Merrill Lynch Business Financial Services, Inc. (MLBFS). As of September 30, 2004, the
current portion outstanding is $4.7 million, including past due amounts of $152,400. The debt assumed is secured by all of the assets of ThinkSpark, although MLBFS agreed to subordinate its liens on up to



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$1.0 million of accounts receivable of ThinkSpark under certain circumstances. The debt is also guaranteed by the
remaining subsidiaries of Axtive. The debt is payable in monthly installments of $55,000 including 6% interest in year one, and monthly installments of $60,000 including 8% interest in year two, with the remaining balance due on June 1, 2005. At
September 30, 2004, the Company was not in compliance with certain performance covenants. Under the terms of the MLBFS debt, in the event of a default, MLBFS has the right to accelerate the maturity of the debt, whereupon all outstanding principal,
interest and premiums on the note immediately become due and payable.



Additionally during 2003, the Company entered into various other settlement agreements with former landlords, customers, and employees of ThinkSpark. In April 2004, a mutual release and escrow agreement was entered into with one of the
former customers and the related $235,100 promissory note was settled (see further discussion at Note 14, Legal Proceedings). In May 2004, an additional settlement totaling $157,800 was entered into with the current landlord for past due
2002 rent and other unpaid expenses. In July 2004, the Company made final and full payment on a settlement note payable to one of the former customers (see further discussion at Note 14, Legal Proceedings). In August 2004, the Company
restructured a settlement obligation to a former employee and shareholder to reduce the amount due under the settlement note payable (see further discussion at Note 14, Legal Proceedings).Of the remaining settlements, $500,000 bears
interest of 6% and is due and payable within twenty-four months of execution, $157,000 bears interest of 10% and is due and payable within 40 months of execution, and $210,000 bears no interest and is due and payable within four months to twelve
months of execution. As of September 30, 2004, the balance remaining due and outstanding is $684,400, including past due amounts of $270,800, and is classified as Settlement notes payable in the accompanying consolidated balance sheets.



In July 2004, the Company entered into an addendum to a
matured operating lease with GE Capital Corporation to finance the purchase of furniture and equipment for approximately $185,000. The addendum provides for financing of the amount due for a term of 24 months, at 9.5% interest, with a purchase
option of $1.00 upon full payment. A payment of $20,000 was paid upon signing of the addendum and a payment of $10,000 was paid in July 2004. There are 22 additional payments of $7,758, each due on the first day of each month beginning on August 1,
2004 and continuing through May 1, 2006. As of September 30, 2004, the balance remaining due and outstanding is $143,000 and is included in Capital lease obligations in the accompanying consolidated balance sheets.



During late 2003 and early 2004, in a private notes offering (see further
discussion at Note 9, Financing Transactions), we issued 12% promissory notes totaling approximately $852,000 to several of the Companys investors and issued warrants to purchase 4,259,145 shares of common stock at a per share
price of $1.10. Of the $852,000, we received approximately $370,000 in cash with the balance funded with the proceeds from the repayment of the principal amounts plus accrued and unpaid interest of previous short-term notes. The proceeds from these
notes were used for working capital and general corporate purposes. As part of a private common stock offering by the Company in February 2004 (see further discussion at Note 9, Financing Transactions), all but one of the 12% promissory
notes totaling approximately $802,000 and the related warrants were converted into 10,435,903 shares of the Companys common stock. The remaining note, of approximately $50,000, and all accrued and unpaid interest was paid in full in February
2004 and the related warrant was forfeited.



In February,
March, April, May, July, and August 2004, as part of the February 2004 private offering, we issued 23,123,275 shares of our common stock to several of the Companys existing investors at $0.07687 per share. We received cash proceeds of
approximately $1,777,500, all of which has or will be used for working capital and general corporate purposes.



Additionally, as part of the February 2004 private offering, the holders of the Series A Preferred Stock elected to convert all of their outstanding
shares into common stock and agreed to waive and terminate all warrants issued in conjunction with their previous purchases of Series A Preferred Stock.



In July 2004, the Company entered into a three-year senior secured convertible variable rate term note, for an aggregate principal amount of $4,000,000
with Laurus Master Fund, Ltd (Laurus). To date, no amounts have been advanced to the Company under this note. The note bears a variable interest rate of Wall Street Journal Prime plus 2%, with a 6% minimum, subject to possible future
adjustments based on our common stock price that may reduce the rate. The repayment terms consist of monthly amortizing payments of the outstanding principal plus interest, both payable in either cash or Axtive common stock, or a combination
thereof. The net note proceeds of $3.8 million, after payment of fees and expenses, were required to be placed in a restricted cash account under the dominion and control of Laurus. The net note proceeds are intended to be used for acquisitions and
any release of the proceeds is subject to the approval of Laurus. The note is secured by the depositary account and any funds



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distributed from the account will be secured by the accounts receivable and other assets of any acquired company, as well
as pledge of its capital stock or other equity. If the Company elects or is required to make payments under the note in cash, the payments will be at 101% of the monthly principal amount due. If the Company satisfies certain conditions to make
payments with shares of its common stock, the number of shares will be determined based upon a fixed conversion price of $0.40, which is based upon 102% of the 10-day average closing prices prior to the closing and which will remain fixed for the
term of the note subject to adjustments upon the occurrence of certain events. Generally, if the Company elects to prepay all or part of the outstanding principal of the note, it will be subject to substantial prepayment penalties of 20% or 30%. The
Company also issued Laurus warrants to purchase 750,000 shares of Axtive common stock at an exercise price equal to 120% of the fixed conversion price, or $0.48 per share.



In addition to the Companys past due amounts with respect to the MLBFS debt and certain other of its settlement notes
debt and its outstanding payroll tax and 401(k) obligations, we expect to report a net loss for the year ending December 31, 2004. We expect our liquidity to remain tight throughout the remainder of 2004 and through September 30, 2005. We believe
our current cash reserves, cash flows created by continuing purchases in 2004 as part of the February 2004 offering, and cash flows generated by our acquired companies may not be sufficient to meet the anticipated needs of the Companys
operations for the next 12 months. While we have a level of comfort as to the projected cash flows generated by our operating companies, we are relying on projections based upon assumptions and forecasts, including factors beyond our control. Actual
results could vary from our projections and such variance could have a significant adverse effect on our liquidity. The Companys inability to obtain adequate additional funding or generate revenue sufficient to offset the operating costs
associated with executing our current business plan could have a material adverse effect on the Companys ability to continue as a going concern.



We have historically financed our operations primarily through the sale of equity securities or instruments convertible into equity securities. There can
be no assurance that future financings can be completed.



Ability to Continue as a Going Concern



Our
independent accountants included an explanatory paragraph in their report on our financial statements for the year ended December 31, 2003, contained in our Annual Report that states that our consolidated financial statements have been prepared
assuming that we will continue as a going concern, but that substantial doubt exists as to our ability to do so.



SEASONALITY



Based upon our review of current companies and acquisition candidates, the IT Professional Service businesses experience a moderate level of seasonality.
The first quarter revenue tends to be the lowest, higher revenues are generally reflected in the second and third quarters and revenues in the fourth quarter decline from the mid-year levels. Revenues for Business Application Software and
Application Services and Management do not reflect a discernable pattern of seasonality.



RISK FACTORS



In
addition to the information contained herein, readers of this report or any of our press releases should carefully consider the risk factors contained in previous filings, in particular our Annual Report.



THIRD PARTY REPORTS AND PRESS RELEASES



We do not make financial forecasts or projections nor do we endorse the
financial forecasts or projections of third parties or comment on the accuracy of third-party reports. We do not participate in the preparation of the reports or the estimates given by analysts. Analysts who issue financial reports are not privy to
non-public financial information. Any purchase of our securities based on financial estimates provided by analysts or third parties is done entirely at the risk of the purchaser. We periodically issue press releases to update stockholders on new
developments at Axtive and our business. These releases may contain certain forward-looking statements relating to future events or our future financial performance within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 and which are intended to be covered by the safe harbors created thereby. Readers are cautioned that such statements are only predictions and that actual events or results may materially differ with
those statements. In evaluating such statements, readers should specifically consider the various risk factors and other information identified that could cause actual results to differ materially from those indicated by the forward-looking
statements.



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ITEM 3. CONTROLS AND PROCEDURES



As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Companys management, including the Companys Chief Executive Officer and principal
financial officer of the effectiveness of the design and operation of the Companys disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. Based upon their evaluation, the Chief Executive
Officer and the principal financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by Axtive in such
reports is accumulated and communicated to the Companys management, including the Chief Executive Officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.



During the quarter ended September 30, 2004, there were no changes in the
Companys internal control over financial reporting, as defined in Securities Exchange Act Rule 13a-15(f) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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PART II  OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



Proceedings Against ThinkSpark



In 2002, a
former customer obtained a final judgment against ThinkSpark. The former customer filed a collection suit against ThinkSpark with respect to the judgment in the amount of $940,000, including attorneys fees. The former customer also filed a
lawsuit against certain of ThinkSparks then directors and stockholders with respect to alleged improper repurchases of stock from certain stockholders. Effective with Axtives acquisition of ThinkSpark, ThinkSpark entered into a
settlement agreement with the former customer. ThinkSpark agreed to make a cash payment of $18,000 to the former customer and issue a promissory note for $150,000. The promissory note bears interest at 6% per year and is payable on a monthly basis
amortized over 12 months. In exchange, the former customer agreed not to seek to enforce the judgment, to dismiss with prejudice the separate lawsuit, and upon payment in full of the promissory note, to fully release ThinkSpark and the individual
defendants from all claims. In August 2004, the Company made final and full payment of the promissory note and has been released from all claims.



In October 2002, a former employee and shareholder filed a suit against ThinkSpark, certain of its subsidiaries, and certain of its directors and
shareholders seeking damages in the amount of $612,000 for breach of a severance agreement. Effective with Axtives acquisition of ThinkSpark, ThinkSpark entered into a mutual release agreement with the former employee. In exchange for mutual
releases of all claims, ThinkSpark agreed to issue to the former employee a promissory note in the amount of $169,000, a portion of which represented the merger consideration payable to the former employee and shareholder. The promissory note bears
interest at 6% per year and is payable on a monthly basis amortized over 18 months. The former employee agreed to then abate his lawsuit and, upon payment in full of the promissory note, to dismiss all claims against ThinkSpark and the other
defendants. As no payments have been made on the promissory note since October 2003, the former employee attempted to seek a default judgment against the former ThinkSpark directors and stockholders named in the lawsuit, which was avoided as a
result of answers filed by those individuals. In August 2004, the Company restructured the settlement obligation to reduce the amount due under the note to $50,000, due and payable in installments within 120 days of execution of the restructured
note. As of September 30, 2004, the balance remaining due and outstanding on the restructured settlement obligation under the note is $36,500 and is included in Current portion  settlement notes payable in the accompanying
consolidated balance sheets. Additionally, as part of the settlement, the Company issued the former employee 100,000 shares of our common stock.



In January 2001, ThinkSpark Limited, a United Kingdom subsidiary of ThinkSpark, entered into a lease for office space in London for a 15-year term.
ThinkSpark was required to be a surety on this lease agreement. In October 2002, ThinkSpark Limited ceased operations in the United Kingdom and consequently breached the lease agreement. ThinkSpark Limited is now in liquidation. The landlord filed
suit against ThinkSpark in the United Kingdom. In May 2003, ThinkSpark and the landlord entered into a settlement agreement. Pursuant to the terms of the settlement agreement, and in consideration of the terms of the settlement, Axtive executed a
promissory note in favor of the landlord for $200,000. The promissory note bears interest at 6% per year and is payable over 12 months. Axtive issued 121,915 restricted shares of our common stock to the landlord as security for the promissory note.
Pursuant to the settlement agreement and the promissory note, the shares will be returned to us at various stages based upon payments made on the promissory note. In October 2003 and April 2004, 32,589 shares and 44,218 shares, respectively, were
returned to the Company and are held by us as treasury stock. In July 2004, the promissory note was paid in full pursuant to its terms, and all remaining shares are expected to be returned and held as treasury stock. As of September 30, 2004, 45,108
shares have been treated as outstanding in the accompanying financial statements and were recorded at par value with an offset to additional paid in capital.



In December 2003, ThinkSpark received notification of a demand for arbitration based on failure to pay for services rendered under a subcontract agreement
and for failure to make payments after entering into a $235,000 promissory note in November 2003 with said subcontractor for a portion of the unpaid services. The amount sought was $304,000 plus interest and attorneys fees and costs. In April
2004, ThinkSpark entered into a settlement and escrow agreement with the subcontractor and the original contracting party whereby ThinkSpark agreed to escrow $75,000 and the original contracting party agreed to escrow $100,000 pending fulfillment of
certain requirements by all parties. As of September 30, 2004, the parties had fulfilled their obligations under the settlement and escrow agreement, all funds were distributed, and all liabilities were satisfied.



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ThinkSpark was sued in state court in Cuyahoga County, Ohio, for breach of a November 1998 lease
agreement for office space in Cleveland, Ohio, which has been vacated by ThinkSpark. The landlord obtained a judgment in March 2003 for approximately $203,000 plus 10% per year until paid and all costs, including collection costs. The landlord has
sought to domesticate the judgment in state court in Texas and ThinkSpark has been served with post-judgment discovery. ThinkSpark has been in discussions with the landlord to settle the judgment; however, we can give no assurance that ThinkSpark
will be able to enter into a settlement. Managements estimate of the potential liability has been recorded at $50,000 and is included in the accompanying consolidated balance sheets as Lease termination liability.



In August 2003, ThinkSpark was sued in Greene County, Ohio for breach of a
November 1998 lease agreement extension for office space in Dayton, Ohio, which has been vacated by ThinkSpark. In September 2003, the landlord obtained a judgment for $55,556 plus post-judgment interest of 10% per year until paid and all of the
landlords costs in connection with the lawsuit. ThinkSpark has been in discussions with the landlord to settle the judgment; however, we can give no assurance that ThinkSpark will be able to enter into a settlement. Managements estimate
of the potential liability has been recorded at $56,000 and is included in the accompanying consolidated balance sheets as Lease termination liability.



In July 2003, ThinkSpark was sued for breach of a lease agreement for office space in Las Vegas, Nevada. The landlord sought
damages in excess of $10,000 for one months rent plus attorneys fees and costs of the suit. In June 2004, we entered into an agreement to settle the suit for $7,000 where, upon full payment, the landlord has agreed to set aside the
judgment. In August 2004, full payment pursuant to the terms of the settlement agreement was made and the judgment was set aside.



Other Legal Proceedings



In February 2004, The Visionary Group, Inc., a now-defunct subsidiary of the Company, was notified by Debt Acquisition Company of America
(DACA) that a bankruptcy claim totaling $48,000 that was sold for $21,600 by The Visionary Group to DACA had been disallowed by the bankruptcy court and DACA was seeking return of the full $21,600. DACA has threatened legal action
against The Visionary Group and the Company. The Visionary Group has notified DACA that it ceased business in December 2002 and has no assets or operations. We do not believe that this matter will have a material adverse effect on our financial
condition or results of operations.



In July 2004, two of the
Companys subsidiaries, UDT Consulting, Inc. and Virtually There, Inc., received notification from the Trustee of DIC Creditors Trust that it seeks to obtain reimbursement of avoidable payments on behalf of the Estate of Daisytek,
Incorporated. The Trustee claims that transfers in the amounts of approximately $51,000 and $33,000 which were made to UDT Consulting and Virtually There, respectively, were made within 90 days of Daisytek filing for protection under Chapter 11 of
the U.S. Bankruptcy Code and that these transfers constitute avoidable preference payments. We believe that we have strong defenses for both claims and, therefore, have not recorded a liability related to such claims. We believe the claims will have
no material adverse effect on our financial condition or results of operations.



The Company is involved in other legal proceedings arising in the ordinary course of business and has several judgments totaling approximately $12,000 pending against it. As of September 30, 2004, the judgments are
recorded in Other liabilities in the accompanying consolidated balance sheets. In June 2004, one previously recorded judgment for $33,400 was settled for $12,000; the gain is included in (Gain)/loss on extinguishment of debt
in the accompanying consolidated statements of operations for the nine months ended September 30, 2004. We do not expect the ultimate outcome of any of these matters, individually or in the aggregate, will have a material adverse effect on our
financial condition, results of operations or cash flows of the Company as a whole. However, depending on the amount and timing, an unfavorable outcome of any such matters could possibly materially affect our future results of operations or cash
flow in any particular period.



Axtive and its subsidiaries are
involved in other legal proceedings arising in the ordinary course of business. We believe that none of these other legal proceedings will have a material adverse effect on our financial condition or results of operations.



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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS



Private Placement of Common Stock



Pursuant to a Subscription and Securities Purchase Agreement, dated February 26, 2004, we agreed to sell a total of 39,375,641 shares of our common stock
at a purchase price of $.07687 per share to existing investors in a private offering.We issued 23,459,087 of these shares on February 26, 2004 and 571,090 of these shares on March 5, 2004. Pursuant to the terms of the February 2004 Purchase
Agreement, B/K Venture Capital, LLP and Sandera Partners, L.P. agreed to purchase the additional 15,345,464 shares of common stock on a monthly basis, in varying amounts, from March 2004 to November 2004.



The additional purchases by B/K Venture Capital, LLP and Sandera Partners,
L.P. were established as contractual commitments subject only to our delivery of an appropriate officers certificate on the scheduled closing date, or other mutually agreed date, which would reaffirm our representations and warranties,
fulfillment of customary conditions to closing, and performance of covenants. From March 26, 2004 through July 9, 2004, we issued an additional 8,070,381 shares of our common stock to B/K Venture Capital, LLP and Sandera Partners, L.P.



On August 11, 2004, we issued an additional 1,458,620 shares of our common
stock at $0.07687 per share to B/K Venture Capital, LLP and Sandera Partners, L.P. pursuant to the contractual commitments for monthly purchases with respect to July 2004. We received additional cash proceeds of $112,000, all of which were used for
working capital and general corporate purposes.



On November 1,
2004, we issued an additional 4,362,852 shares of our common stock at $0.07687 per share to B/K Venture Capital, LLP and Sandera Partners, L.P. pursuant to the contractual commitments for monthly purchases with respect to August, September, and
October 2004. We received additional cash proceeds of $335,375 in connection with these purchases, all of which were used for working capital and general corporate purposes.



We paid no commissions in connection with issuance of the shares of common stock issued pursuant to the February 2004
Purchase Agreement. The shares of common stock were issued by the Company in reliance upon an exemption from registration pursuant to Rule 506 of Regulation D under Section 4(2) of the Securities Act. A Form D was filed with the SEC.



ITEM 3. DEFAULTS UPON SENIOR SECURITIES



None.



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



No matters were submitted to a vote of our stockholders during the quarter ended September 30, 2004.



ITEM 5. OTHER INFORMATION



None.



ITEM 6. EXHIBITS



|              |  |                                                                                                                                                                                                                                                                                        
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                            
|10.1          |  | Securities Purchase Agreement, dated July 30, 2004, by and between Axtive Corporation and Laurus Master Fund, Ltd. (incorporated by reference to Exhibit 10.21 to the Companys
Registration Statement on Form SB-2, No. 333-118921, filed with the SEC on September 10, 2004).        
|              | 
|10.2          |  | Secured Convertible Term Note, dated July 30, 2004, executed by Axtive Corporation and payable to Laurus Master Fund, Ltd. (incorporated by reference to Exhibit 10.22 to the Companys
Registration Statement on Form SB-2, No. 333-118921, filed with the SEC on September 10, 2004).



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|              |  |                                                                                                                                                                                                                                                                                                             
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                 
|10.3          |  | Common Stock Purchase Warrant, dated July 30, 2004, executed by Axtive Corporation to Laurus Master Fund, Ltd. (incorporated by reference to Exhibit 10.23 to the Companys Registration
Statement on Form SB-2, No. 333-118921, filed with the SEC on September 10, 2004).                                 
|              | 
|10.4          |  | Registration Rights Agreement, dated July 30, 2004, by and between Axtive Corporation and Laurus Master Fund, Ltd. (incorporated by reference to Exhibit 10.24 to the Companys
Registration Statement on Form SB-2, No. 333-118921, filed with the SEC on September 10, 2004).                             
|              | 
|10.5          |  | Restricted Account Agreement, dated July 30, 2004, by and among North Fork Bank, Axtive Corporation and Laurus Master Fund, Ltd. (incorporated by reference to Exhibit 10.25 to the
Companys Registration Statement on Form SB-2, No. 333-118921, Amendment No. 1, filed with the SEC on October 26, 2004).
|              | 
|10.6          |  | Restricted Account Security Agreement, dated July 30, 2004, to Laurus Master Fund, Ltd. from Axtive Corporation (incorporated by reference to Exhibit 10.26 to the Companys Registration
Statement on Form SB-2, No. 333-118921, Amendment No. 1, filed with the SEC on October 26, 2004).                 
|              | 
|31.1          |  | Chief Executive Officers Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                          
|              | 
|31.2          |  | Principal Financial and Accounting Officers Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                       
|              | 
|32.1          |  | Chief Executive Officers and Principal Financial Officers Certifications Pursuant to 18 U.S.C Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.                                                                                                                          



|(b) | Reports on Form 8-K
|--- | -------------------



None.



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SIGNATURES



In accordance with the requirements of
the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                   |  |                                                                  
|------------------ |  | -----------------------------------------------------------------
|AXTIVE CORPORATION
|                   | 
|By:                |  | /s/ Stephen P. Slay                                              
|                   |  | Stephen P. Slay                                                  
|                   |  | Corporate Controller (principal financial and accounting officer)



November 15, 2004



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INDEX TO EXHIBITS



|              |  |                                                                                                                                                                                                                                                                                                             
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                 
|10.1          |  | Securities Purchase Agreement, dated July 30, 2004, by and between Axtive Corporation and Laurus Master Fund, Ltd. (incorporated by reference to Exhibit 10.21 to the Companys
Registration Statement on Form SB-2, No. 333-118921, filed with the SEC on September 10, 2004).                             
|              | 
|10.2          |  | Secured Convertible Term Note, dated July 30, 2004, executed by Axtive Corporation and payable to Laurus Master Fund, Ltd. (incorporated by reference to Exhibit 10.22 to the Companys
Registration Statement on Form SB-2, No. 333-118921, filed with the SEC on September 10, 2004).                     
|              | 
|10.3          |  | Common Stock Purchase Warrant, dated July 30, 2004, executed by Axtive Corporation to Laurus Master Fund, Ltd. (incorporated by reference to Exhibit 10.23 to the Companys Registration
Statement on Form SB-2, No. 333-118921, filed with the SEC on September 10, 2004).                                 
|              | 
|10.4          |  | Registration Rights Agreement, dated July 30, 2004, by and between Axtive Corporation and Laurus Master Fund, Ltd. (incorporated by reference to Exhibit 10.24 to the Companys
Registration Statement on Form SB-2, No. 333-118921, filed with the SEC on September 10, 2004).                             
|              | 
|10.5          |  | Restricted Account Agreement, dated July 30, 2004, by and among North Fork Bank, Axtive Corporation and Laurus Master Fund, Ltd. (incorporated by reference to Exhibit 10.25 to the
Companys Registration Statement on Form SB-2, No. 333-118921, Amendment No. 1, filed with the SEC on October 26, 2004).
|              | 
|10.6          |  | Restricted Account Security Agreement, dated July 30, 2004, to Laurus Master Fund, Ltd. from Axtive Corporation (incorporated by reference to Exhibit 10.26 to the Companys Registration
Statement on Form SB-2, No. 333-118921, Amendment No. 1, filed with the SEC on October 26, 2004).                 
|              | 
|31.1          |  | Chief Executive Officers Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                          
|              | 
|31.2          |  | Principal Financial and Accounting Officers Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                       
|              | 
|32.1          |  | Chief Executive Officers and Principal Financial Officers Certifications Pursuant to 18 U.S.C Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.