SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

THOMPSON BRAD A

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/23/2003

3. Issuer Name and Ticker or Trading Symbol
AXTIVE CORP [ AXTV ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock, $0.01 par value	04/01/2003	08/08/1988⁽¹⁾	Common Stock $0.01 par value	12,500,000⁽²⁾	0.1⁽²⁾	I	Global Capital Funding Group L.P.⁽³⁾⁽⁵⁾
Warrant to Purchase Common Stock	04/01/2004	04/01/2006	Common Stock, $0.01 par value	2,500,000	0.2⁽⁴⁾	I	Global Capital Funding Group L.P.⁽³⁾

Explanation of Responses:

1. There is no expiration date for conversion of the Preferred Stock.

2. Based on the conversion of 1,250 shares of Preferred Stock and the initial conversion price of $0.10 (which is subject to future adjustment). Conversion is determined by dividing the liquidation price with respect to the Preferred Stock (which is equal to the issuance price of $1,000 per share plus any accrued, but unpaid dividends) by the conversion price. There are currently no accrued but unpaid dividends.

3. The shares of Preferred Stock and the warrants to purchase Common Stock are directly owned by Global Capital Funding Group, L.P. ("Global") The reporting person is an equity owner of the sole general partner of Global and, therefore, may be deemed to share voting and investment power with respect to such securities. The filing of this statement shall not be construed as a admission that the reporting person is the beneficial owner of such securities.

4. Initial exercise price per share, which is subject to future adjustment pursuant to the terms of the warrant.

5. The reporting person expressly disclaims beneficial ownership of all such securities, except for 3.9625 shares of Series A Convertible Preferred Stock (currently convertible into [39,625] shares of Common Stock) and warrants to purchase 7,925 shares of Common stock as a result of an indirect ownership interest based solely upon the reporting person's minority limited partner interest in Global and minority equity ownership in the general partner of Global.

	/s/ Brad A. Thompson	07/02/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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