UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~the~~Date ~~Securities~~of ~~Exchange~~Report ~~Act~~(Date of ~~1934~~ earliest event reported), January 3, 2005 (December 27, 2004)

August 8, 2003

Date of Report (Date of earliest event reported)

Axtive Corporation

(Exact name of registrant as specified in its charter)

Delaware

0-20995

13-3778895

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1445 Ross Avenue, Suite 4500 Dallas, TX		75202
5001 LBJ Freeway, Suite 275, Dallas, Texas		75244
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (~~214~~972) ~~397~~-~~0200~~ 560-6328

~~Registrant’s~~(Former ~~telephone~~name ~~number~~or former address, ~~including~~if ~~area~~changed ~~code~~since last report.)

N/Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~(Former~~¨ ~~name~~Written orcommunications ~~former~~pursuant ~~address,~~to ifRule ~~changed~~425 ~~since~~under ~~last~~the ~~report)~~Securities Act (17 CFR 230.425)

~~Item~~¨ 4.Soliciting ~~Changes~~material Inpursuant ~~Registrant’s~~to ~~Certifying~~Rule ~~Accountant~~14a-12 under the Exchange Act (17 CFR 240.14a-12)

In¨ aPre-commencement ~~meeting~~communications onpursuant ~~August~~to 8,Rule ~~2003, Grant Thornton LLP~~ 14d-2(~~“Grant Thornton”~~b) ~~informed~~under ~~Axtive~~the ~~Corporation,~~Exchange aAct ~~Delaware corporation~~ (~~the “Company”),~~17 ~~that~~CFR ~~Grant Thornton would be resigning as the Company’s independent accountant effective immediately~~240. By letter dated August 11, 2003, the Company was formally notified that Grant Thornton had resigned. The resignation of Grant Thornton was not recommended or approved by the Company’s board of directors nor by the audit committee or similar committee of the Company’s board of directors. 14d-2(b))

On¨ ~~August~~Pre-commencement ~~13,~~communications ~~2003,~~pursuant ~~the~~to ~~Company~~Rule ~~engaged KBA Group LLP, Certified Public Accountants, a Professional Corporation~~ 13e-4(~~“KBA”~~c), asunder the ~~Company’s~~Exchange ~~independent~~Act ~~accountant~~(17 ~~for~~CFR ~~the purpose of reviewing the Company’s unaudited consolidated financial statements for the three months ended June 30, 2003 and the three months ending September 30, 2003~~240. ~~The engagement of KBA was approved by the Company’s board of directors, which constitutes the interim audit committee of the board of directors, on August 13, 2003.~~ 13e-4(c))

~~Grant~~Item ~~Thornton’s~~3.02 ~~reports~~Triggering onEvents ~~the~~That ~~Company’s~~Accelerate ~~consolidated financial statements as of and for the fiscal years ended December 31, 2002 and 2001 did not contain any adverse opinion~~ or ~~disclaimer~~Increase ofa ~~opinion,~~Direct ~~nor~~Financial ~~were~~Obligation ~~they qualified~~ or ~~modified as to audit scope or accounting principles. Such reports did include~~ an ~~explanatory~~Obligation ~~paragraph~~Under ~~discussing~~ an ~~uncertainty as~~ toOff-Balance ~~the~~Sheet ~~Company’s~~Arrangement ~~ability to continue as a going concern.~~

During ~~the~~2003, ~~Company’s~~Axtive ~~two~~Corporation ~~most~~entered into ~~recent~~an ~~fiscal~~Assignment ~~years~~and ~~ended~~Assumption ~~December~~Agreement ~~31, 2002,~~ and ~~through~~related ~~August~~loan 8,documents ~~2003,~~to ~~there~~assume ~~were~~$5.0 nomillion ~~disagreements~~of ~~with~~debt ~~Grant~~of ~~Thornton~~ThinkSpark onCorporation, ~~any~~a ~~matter~~newly ofacquired ~~accounting~~and ~~principles~~wholly orowned ~~practices~~subsidiary, ~~financial~~which ~~statement~~had ~~disclosure~~been outstanding with Merrill Lynch Business Financial Services, orInc. ~~audit~~(“MLBFS”). ~~scope~~The ordebt ~~procedures,~~is ~~which~~secured ~~disagreements,~~by ifall ~~not~~of ~~resolved~~the toassets ~~its~~of ~~satisfaction~~ThinkSpark, ~~would~~although ~~have~~MLBFS ~~caused~~agreed ~~Grant~~to ~~Thornton~~subordinate toits ~~make~~liens ~~reference~~on up to ~~the~~$1.0 ~~subject~~million ~~matter~~ of ~~such~~accounts ~~disagreements~~receivable inof ~~connection~~ThinkSpark ~~with~~under ~~its~~certain ~~reports~~circumstances. ~~During~~There ~~fiscal~~are ~~2001~~no ~~and~~senior ~~2002~~liens ~~and~~on ~~through~~that ~~August~~portion 8of the accounts receivable at this time. The debt is also guaranteed by Axtive’s other subsidiaries at the time of the assumption. The debt is payable in monthly installments, ~~2003~~which are currently approximately $60,000, ~~there~~including accrued ~~have~~interest ~~been~~at no8% ~~reportable~~per ~~events~~year. asThe ~~defined~~remaining inbalance ~~Item~~is ~~304(a)(1)(v)~~due ofand ~~Regulation~~payable ~~S-K~~on June 1, 2005.

~~The~~As ~~Company~~previously ~~has~~reported ~~provided~~in ~~Grant~~Axtive’s ~~Thornton~~Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 2004, at September 30, 2004, Axtive was not in compliance with acertain ~~copy~~performance covenants, including past due monthly payments of ~~foregoing~~principal ~~disclosures~~totaling $152,383. AUnder ~~letter~~the ~~from~~terms ~~Grant~~of ~~Thornton~~the ~~addressed~~MLBFS debt, in the event of a default, MLBFS has the right to accelerate the ~~Securities~~maturity ~~and~~of ~~Exchange Commission~~the ~~(“SEC”)~~debt ~~stating~~by ~~its~~notice ~~agreement~~to ~~with~~Axtive, ~~such~~whereupon ~~statements~~all ~~regarding~~outstanding ~~Grant~~principal, interest ~~Thornton~~and ispremiums ~~attached~~on ~~hereto~~the asnote ~~Exhibit~~immediately 16become due and payable.1.

~~Prior to engaging KBA~~Currently, ~~the~~seven ~~Company~~monthly ~~consulted~~payments ~~with~~on ~~KBA~~the asdebt toare ~~its~~past ~~qualifications~~due, ~~experiences~~totaling ~~and~~$211,136 ~~ability~~in toprincipal ~~audit~~and ~~the~~$205,670 ~~Company’s~~in ~~financial~~accrued ~~statements. The Company~~ and ~~KBA~~unpaid ~~did~~interest. ~~not~~An ~~have~~additional ~~substantive~~monthly ~~discussions~~payment ~~regarding~~was ~~the~~due ~~application~~on ofJanuary ~~accounting principles as to a specified transaction~~1, ~~either complete or proposed~~2005, orconsisting ~~the type~~ of ~~audit~~$30,572 ~~opinion~~in ~~that~~principal ~~might~~and ~~be rendered on the Company’s~~$29,690 ~~financial~~in ~~statements,~~accrued ~~there~~and ~~are~~unpaid nointerest. ~~reports~~At ~~nor~~this ~~written~~time, ~~nor~~Axtive ~~oral~~does ~~advice~~not ~~provided~~anticipate byit ~~the~~will ~~new~~be ~~independent~~able ~~auditor~~to ~~used~~make in the ~~decision~~January to1 ~~retain~~payment ~~KBA,~~within ~~and~~ the ~~Company~~five-business-day ~~has~~grace ~~not~~period ~~otherwise~~set ~~consulted~~forth ~~KBA~~in ~~with~~the ~~respect~~applicable toloan ~~such~~documents ~~issues.~~and ~~Further,~~it aswill ~~discussed above,~~then ~~there~~be ~~have~~classified ~~been no reportable events~~ as ~~defined~~past ~~in Item 304(a)(1)(iv) of Regulation S-K~~due.

~~The~~Axtive ~~Company~~and ~~requested~~MLBFS ~~that~~have ~~KBA~~been ~~review~~in ~~the~~regular ~~foregoing~~communications, ~~disclosures.~~both ~~KBA~~directly ~~has advised the Company that it has reviewed the foregoing disclosures~~ and ~~has no~~ ~~basis~~through onlegal ~~which~~counsel, toin ~~submit~~an aattempt ~~letter addressed~~ to resolve the ~~SEC~~outstanding ~~in response to Item 304(a) of Regulation S-K~~defaults.

On December 27, 2004, Axtive received a written notice of default and demand for payment from MLBFS. The notice states that various unspecified defaults and events of defaults have occurred and are continuing under the loan documents. Accordingly, MLBFS accelerated the full amount of the outstanding debt and notified Axtive that the debt was immediately due and payable. Further, MLBFS notified Axtive that if payment in full of all obligations owed to MLBFS is not made by 5:00 p.m. Central Standard Time on January 7, 2005, MLBFS will take lawful action to protect its rights and assess a late charge of 5% of the outstanding obligations.

Axtive is continuing to communicate with MLBFS through legal counsel in an attempt to resolve the outstanding defaults and cause MLBFS to withdraw the notice of acceleration and demand for payment. Axtive can, however, give no assurances that it will be successful in this attempt. If the attempt is not successful, MLBFS may exercise remedies available to it under the loan documents or otherwise under applicable law, including foreclosure of its security interest in the ThinkSpark assets or enforcement of the subsidiary guaranties.

Item 5. Other Events.

On August 13, 2003, the Company announced the resignation of David N. Pilotte, Executive Vice President and Chief Financial Officer, and announced the appointment of Molly W. MacTaggart as Interim Chief Financial Officer. A copy of the press release is attached hereto as Exhibit 99.1.

Item 7. Financial Statements and Exhibits

(a) Financial statements of businesses acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

16.1		Letter from Grant Thornton to the SEC regarding change in certifying accountant.
99.1		Press release dated August 13, 2003.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AXTIVE CORPORATION		~~AXTIVE CORPORATION~~
Date:	August 14, 2003		By:	/s/ MOLLY W. MACTAGGART
Date: January 3, 2005	By:	/s/ GRAHAM C. BEACHUM III
				Molly W. MacTaggart Chief Financial Officer
		Graham C. Beachum III
		President and Chief Operating Officer

EXHIBIT INDEX

Exhibit No.		Description
16.1		Letter from Grant Thornton to the SEC regarding change in certifying accountant.
99.1		Press release dated August 13, 2003.

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