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

Date of Report (Date of earliest event reported), ~~February~~May 325, 2005 (~~February~~May 120, 2005)

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.)
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)


5001 LBJ Freeway, Suite 275, Dallas, Texas		75244
(Address of principal executive offices)		(Zip Code)

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

(Former name or former address, if changed since last report.)

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):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

On ~~February~~May 120, 2005, Axtive Corporation (~~“Axtive” or~~ the “Company”), ~~Axtive~~filed ~~Acquisition~~its ~~Corp.,~~Quarterly aReport ~~newly~~on ~~formed~~Form ~~wholly~~10-QSB ~~owned~~for ~~subsidiary of~~ the ~~Company~~quarterly ~~(“Company~~period ~~Sub”),~~ended ~~Datatek~~March ~~Group Corporation (“Datatek”)~~31, ~~which is headquartered in~~2005 ~~Phoenix,~~with ~~Arizona, and Diversified Corporate Resources, Inc. (“DCRI”),~~ the ~~sole shareholder of Datatek, entered into an Asset Purchase Agreement for Company Sub to purchase substantially all the assets of Datatek~~Commission. The ~~consideration~~Form ~~for~~10-QSB ~~the acquired~~was ~~assets~~filed ~~will~~on beor ~~$4.5~~before ~~million in cash, 15,333,333 shares of~~ the ~~Company’s~~fifth ~~common~~calendar ~~stock,~~day ~~and~~following the ~~assumption~~prescribed ofdue ~~specified~~date ~~liabilities.~~pursuant ~~The cash purchase price paid at closing may be increased by up~~ to ~~$0.5 million based on~~ the ~~amount of Datatek~~Company’s ~~accounts~~timely ~~receivable.~~filing ~~For purposes~~ of ~~the~~a ~~acquisition,~~Form ~~the~~12b-25 ~~shares~~Notification of ~~the~~Late ~~Company’s~~Filing ~~common~~with ~~stock~~respect ~~are~~thereto ~~valued~~on atMay $417,~~600,000.~~ 2005.

~~The~~Due ~~acquisition is expected~~ to ~~close~~the inCompany’s ~~February~~extremely ~~2005~~low ~~subject~~cash toposition ~~receipt~~as reflected ofin ~~required~~the ~~consents~~Form ~~and other customary conditions to closing. In addition~~10-QSB, the ~~closing~~ isCompany ~~subject~~was unable to ~~the~~obtain ~~following~~a ~~conditions:~~review ~~(1)~~by ~~the~~an ~~Company~~independent ~~must~~registered ~~obtain~~public ataccounting ~~least~~firm ~~$6.0 million~~ of ~~financing~~the onunaudited ~~terms~~financial ~~satisfactory~~statements toincluded ~~Axtive;~~in ~~(2)~~the ~~DCRI~~Form ~~must~~10-QSB ~~redeem~~prior atto ~~least~~filing. ~~150,000~~In ~~shares~~the ofinterest ~~its preferred stock (~~of ~~which~~providing ~~211,875~~as ~~are currently~~much ~~outstanding)~~information byas ~~exchanging~~possible ~~shares~~on ofa ~~Axtive~~timely ~~common~~basis ~~stock~~ to beits ~~received~~stockholders inand ~~the~~potential ~~acquisition~~investors, onthe ~~terms~~Company ~~satisfactory~~elected to ~~DCRI;~~file ~~and (3)~~ the ~~parties~~Form ~~must~~10-QSB ~~provide~~without ~~each~~obtaining ~~other~~the ~~with satisfactory disclosure schedules~~review. The Company ~~cannot~~intends ~~give~~to ~~any~~obtain ~~assurances~~the ~~that conditions~~review toas ~~closing~~soon ~~will~~as bereasonably ~~satisfied,~~practicable. ~~including~~After completion ~~whether~~of ~~adequate~~the ~~financing~~review, ~~can~~if bethere ~~obtained~~are orany ~~can~~changes beas ~~obtained~~a onresult ~~terms~~of ~~satisfactory~~the toreview, the Company. ~~The~~will ~~Company~~promptly isfile ~~currently~~an inamendment ~~negotiations with several sources of equity and debt financing, but has yet~~ to ~~finalize~~ the ~~terms~~Form ~~of the required financing~~10-QSB.

One of the Company’s directors, Ron Beneke, and an affiliated principal stockholder of the Company, B/K Venture Capital, L.P., are affiliates of a principal holder of shares of DCRI’s preferred stock. As a result of this relationship, Ron Beneke did not participate in any of the deliberations or vote by the Company’s board of directors with respect to the acquisition.

The Company issued a press release on February 3, 2005 announcing that it had entered into the Asset Purchase Agreement. The full text of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

None.

(b) Pro forma financial information.

None.

No.		Description
99.1		Company Press Release dated February 3, 2005

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
Date: February 3, 2005	By:	/s/ GRAHAM C. BEACHUM III
Date: May 25, 2005	By:	/s/ GRAHAM C. BEACHUM III
		Graham C. Beachum III
		President and Chief Operating Officer

EXHIBIT INDEX

No.		Description
99.1		Company Press Release dated February 3, 2005

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