8-K

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): August 8, 2006

APTIMUS, INC.
(Exact Name of Registrant as Specified in Charter)

Washington
(State or Other Jurisdiction of Incorporation)

0-28968
(Commission File Number) 91-1809146
(IRS Employer Identification No.)

100 Spear Street, Suite 1115
San Francisco, CA 94105
(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code:   (415) 896-2123

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligations 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 1.01    Entry into a Material Definitive Agreement.

On August 8, 2006, the Company entered into a strategic distribution agreement (“Agreement”) with AOL. The Agreement has an initial term of three years, and with three additional one-year renewal options has a total potential term of six years. Pursuant to the Agreement, the Company will place targeted performance-based advertising in transactional areas of the AOL network of leading Web brands. As part of the transaction, the Company has issued warrants for up to 327,500 shares of the Company’s common stock, with vesting conditioned on the underlying business relationship achieving substantial financial thresholds. The Company is seeking confidential treatment in respect to certain business terms of the Agreement.

Item 2.02    Results of Operations and Financial Condition

Pursuant to the press release attached hereto as Exhibit 99.1, Aptimus, Inc. announced its results of operations and financial condition for the quarter ended June 30, 2006.

Item 3.02    Unregistered Sales of Equity Securities 

As part of the transaction with AOL described in Item 1.01 above, the Company has issued common stock purchase warrants to AOL for up to 327,500 shares of the Company’s common stock at a price per share of $7.50, a premium to the 30-day trailing average of the common stock's closing sale price. The vesting of the warrants is conditioned on the achievement of specified financial thresholds. The warrants were issued in reliance upon the exemptions from registration provided by Rule 506 of Regulation D and Section 4(2) under the Securities Act for sales to accredited investors, as that term is defined in Rule 501(a) of Regulation D.

Item 5.02    Departure of Directors or Principal Officers; Election of Directors; Appointment of PrincipalOfficers.

The Company has promoted Robert W. Wrubel to the position of Chief Executive Officer and President of the Company. Mr. Wrubel also serves as a director of the Company. Mr. Wrubel joined Aptimus as an outside director in November 2000. He was appointed to the position of Executive Vice President of the Company in April 2005, and promoted to the position of President in October of that year. As President and CEO, Mr. Wrubel shall receive a base salary of $225,000. No additional adjustments to Mr. Wrubel’s compensation package have been made as part of the promotion.

Prior to joining the Company’s senior management team, Mr. Wrubel founded Whole Body, Inc; a company that owns and manages a national chain of yoga and fitness studios that began operations in August 2002, where he will continue his guiding position in expansion and financing matters as Chairman of its board of directors. From June 2001 to July 2002, Mr. Wrubel was an Entrepreneur-in-residence at Highland Capital Partners, a venture capital firm, where he identified new venture investments and developed start-up ideas into viable business opportunities. Prior to that Mr. Wrubel was with Ask Jeeves, Inc. from May 1998 to May 2001, where he served as Chief Executive Officer, President and Vice President of Market Development. From 1993 to 1998, Mr. Wrubel served in various positions, including Chief Operating Officer and Vice President of Product Development for Knowledge Adventure, Inc., a leading educational software company. Prior to that, Mr. Wrubel worked as a managing editor of Financial World Magazine and was the founding publisher and editor of High Tech Tomorrow. Mr. Wrubel holds a Bachelor of Arts in History and Economics from Yale University.

Having transitioned his CEO duties to Mr. Wrubel, Timothy C. Choate will continue to serve as Chairman of the Company’s Board of Directors. Mr. Choate will remain active in the daily operations of the Company, focusing his energies on strategic business development, broad company strategy, new business ventures and supporting Mr. Wrubel’s efforts to lead Company operations as needed.

Item 9.01   Financial Statements and Exhibits.

(c)    Exhibits

99.1 Copy of financial Press Release issued August 8, 2006

99.2 Copy of marketing Press Release issued August 8, 2006

SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

APTIMUS, INC.
(Registrant)

Dated:  August 8, 2006 By:  /s/ David H. Davis                         
       David H. Davis
       General Counsel and Corporate Secretary

EX-99.1

                                                                    EXHIBIT 99.1



             APTIMUS ANNOUNCES SECOND QUARTER 2006 FINANCIAL RESULTS

SAN FRANCISCO, August 8, 2006-- Aptimus, Inc. (NASDAQ: APTM) today reported its
second quarter 2006 results, including:

     o    Q2 2006 Revenues of $3.2 Million
     o    Q2 2006 GAAP Loss of $613,000
     o    Company has signed long term strategic  publisher  agreement with AOL,
          its first top 5 publisher
     o    A second top 5 publisher now live with a test
     o    Rob Wrubel promoted to CEO and Tim Choate to become full-time Chairman

Aptimus, Inc., the Point-of-ActionTM online advertising network, today announced
that Q2 2006 revenues totaled $3.2 million, a sequential  increase of 8% over Q1
2006. Net loss for the quarter was $613,000, or $0.09 per share.

The loss  during the quarter  includes a $126,000  non-cash  expense  related to
stock based  compensation.  Without that  expense,  the net loss for the quarter
would  have  been  $487,000,  or  $0.07  per  share.  A  reconciliation  of this
supplemental  information is reflected  below.  The reported profit and loss per
share amounts are determined without  consideration of income tax expense as the
tax benefit of the  company's net operating  loss  carry-forward  has been fully
reserved.

Cost of revenue, or the fees earned by the company's network publishers, for the
quarter were $1.6 million, or 50% of revenues,  compared to $1.4 million, or 46%
of revenues for the first quarter of 2006.

As of June 30, 2006,  Aptimus had $9.9  million in cash,  cash  equivalents  and
short-term  investments on its balance sheet. The company  continues to carry no
debt.

As  part  of its  quarterly  achievements,  Aptimus  announced  three  important
corporate events:

     o    The company signed a multi-year strategic publisher  relationship with
          AOL to provide transactional advertising placements throughout the AOL
          network. As part of the agreement,  AOL will have the right to acquire
          up to 5% of the  outstanding  shares of  Aptimus'  common  stock  once
          specific  revenue  targets  are  achieved.  While  there is no minimum
          commitment by AOL, the minimum  threshold for warrant vesting to begin
          is $15  million in revenue to Aptimus  over the first two years of the
          agreement.

     o    Aptimus  also signed and launched a second top 5 web  publisher.  This
          deal is in a test phase currently, with the opportunity to expand over
          time, and initial results are favorable.

     o    Finally,  Rob  Wrubel  has  been  promoted  to the  position  of Chief
          Executive Officer and continues as President.  Tim Choate, the founder
          of Aptimus,  has become full-time  Chairman of the company and will be
          actively engaged in the company's  strategic  publisher  relationships
          and other strategic initiatives.

"This was a very  significant  quarter  for the  company and I am excited by the
progress we made on a number of key business fronts," said Tim Choate,  Chairman
of  Aptimus.  "As we  predicted  in our first  quarter  call,  we turned back to
revenue growth and now feel well  positioned for further growth during the third
quarter and beyond. Most exciting is the launch of our strategic

relationship  with AOL,  which has the  potential  to take the  company to a new
threshold of leadership in the next wave of Internet marketing," added Choate.

"As part of our move to growth,  I'm also delighted to announce the promotion of
Rob Wrubel to President & CEO,"  continued  Choate.  "Rob's  leadership has been
instrumental  to our progress to date and we expect his role expansion will help
the business go even further,  while  enabling me to spend more time on business
strategy and strategic business opportunities," concluded Choate.

Wrubel has served as President of Aptimus  since  October 2005, as the company's
Executive  Vice  President in the four month period before that,  and as a Board
Member since 2000. He has overseen the expansion of Aptimus'  sales and business
development  teams,  as well as the  significant  business  shifts to  prepare a
foundation for stable, long term growth based on delivering the best quality and
quantity of leads for  advertisers.  Rob's  background  before Aptimus  includes
roles as founding CEO of Ask Jeeves, COO of Knowledge Adventure, founding CEO of
Whole Body,  Inc. and as an  executive  at Cendant.  "I am excited to be able to
expand my role in the  company's  next phase of growth and I look  forward to my
continued  deep business  partnership  with Tim, who will remain  central to our
business even as he spends more time focusing on strategy and strategic business
relationships," said Wrubel.

Rob is a  seasoned  entrepreneur  and  business  builder  in  leading a range of
companies in emerging growth industries including multimedia software,  Internet
search technologies,  and alternative health care. In Wrubel's new role, he will
continue  to build  Aptimus'  organization,  products  and market  position  for
leadership in the performance-based  Internet advertising market. Choate will be
continuing  in a  full-time  role as  Chairman,  focused on  strategic  business
development,  broad  company  strategy,  new business  ventures  and  supporting
Wrubel's efforts to lead company operations as needed

The following is an update on the key objectives the company has outlined:

FOCUS ON TOP 100 PUBLISHERS - Aptimus made significant progress with the top 100
publishers during the second quarter,  including  converting its successful test
campaign with AOL into a multi-year strategic relationship.  The Aptimus Network
platform delivered strong revenues per impression for AOL in a key location with
significant  volumes,  providing  additional  evidence  of the  unique  power of
Aptimus' model and  technologies.  In addition,  the company signed and launched
another  test with a top 5 web  publisher  during the  quarter,  with  favorable
initial  results.  The company also signed  multiple new  publishers  in growing
vertical  spaces  including  online  dating,   game   downloading,   and  social
networking.

EXPANDING  PLACEMENT  FORMATS  AND AD  PRODUCTS  FOR  ADVERTISERS  - Aptimus has
achieved encouraging results in active  non-registration type placements such as
download and log-in pages using new ways to leverage the company's technology to
optimize  lower  response type  locations.  As a result,  the  company's  "Other
Impression"  volumes  grew  faster  during the  quarter  than "Core  Impression"
volumes  grew.  Aptimus now expects  Other  Impression  volumes and  revenues to
accelerate as these placement locations expand within its network.  Average RPMs
for the company's Other Impression inventory are expected to decline at the same
time as the  volume of  impressions  in this  area  increase  while the  company
expands  its  formats  to still  less  active  locations  with  large  available
impression volumes.

AD SALES  GROWTH - The company made  progress  during the quarter in building on
its direct sales initiatives, including introducing a new channel categorization
of its network,  hiring additional sales staff, and entering into new categories
including technology, travel and health. Aptimus intends to leverage its new and
expanding strategic  relationships with top publishers to accelerate this effort
in the coming months.

LEAD QUALITY  INITIATIVES  - The  company's  focus on lead quality over the past
year has begun to pay off. For example, one of the largest education advertisers
has recently significantly increased the fee it pays Aptimus per lead as well as
expanded  the lead  volume  available  for  Aptimus  Network  distribution.  The
advertiser made these  decisions based on Aptimus'  improvements in lead quality
as measured by interview and enrollment rates.  Other advertisers have similarly
become more stable and are providing  regular positive  feedback on Aptimus lead
quality.  The company expects these  favorable  results to convert into expanded
commitments to Aptimus in the future.

NEW TECHNOLOGY INVESTMENT - The company continued to improve its technology this
quarter, adding new creative formats for publishers and advertisers, expanding
it's up-sell capabilities, and adding new targeting options such as time of day
or day of week. The company also made changes this quarter to improve usability
and ease of ordering for consumers, to enhance user experience and further
increase lead quality for clients.

Key financial metrics during the quarter were as follows:

(Page impressions in thousands)                               Three Months Ended

                                                   6/30/2006       3/31/2006         6/30/2005
                                                 ------------    -------------    -------------
Network Revenues                                 $  3,186,000    $  2,947,000     $  3,922,000
Email and Other Revenues                                               12,000           561,000
                                                 ------------    -------------    -------------
   Total Revenues                                $  3,186,000    $  2,959,000     $  4,483,000


Core placement CPM                               $     219.61    $     216.16     $    263.58
Core placement page impressions                        10,717          10,411          12,066
                                                 ------------    -------------    -------------
   Revenue from Core placements                  $  2,353,000    $  2,250,000     $  3,180,000
% of revenue from Core placements                        73.9%           76.0%            70.9%


Other placement CPM                              $      19.34    $      17.65     $      18.79
Other placement page impressions                       43,066          39,508           39,472
                                                 ------------    -------------    -------------
   Revenue from Other placements                 $    833,000    $    697,000     $    742,000
% of revenue from Other placements                       26.1%           23.6%            16.5%
% of revenue from email and other programs                0.0%            0.4%            12.6%


Business Outlook
- ----------------

"This was a solid quarter for Aptimus.  We have made strong progress against the
goals we set out for the company at the  beginning  of the year,"  said  Wrubel.
"Though we are not yet ready to provide  specific  quarterly  guidance given the
challenge of forecasting  exact launch dates for major new  placements  with AOL
and other  publishers,  we do expect to see further  growth this quarter that we
feel should continue into future quarters," added Wrubel.

The company's  CFO, John Wade,  concurred with this  assessment.  "While we will
continue to defer at this time any specific forecast for 2006 financial results,
we do expect third  quarter  revenues to increase by more than 10%  sequentially
over the second quarter," said Wade.

Conference Call
- ----------------

Tim Choate  will host a  conference  call today to review the  company's  second
quarter 2006 results beginning at 5:00 p.m. Eastern Time. The conference call in
number is (866) 851-7100 and the participant code is 762812.  In addition to the
call, a web cast will be available live on the

Internet,  and a replay will also be accessible from the Investor section of the
company's website at www.aptimus.com until September 30, 2006.

About Aptimus, Inc.
- -------------------

Aptimus is the Point-of-ActionTM online advertising network that reaches engaged
users by placing  offers in the  transactional  areas of Web sites  they  trust.
Supported by  category-leading  Web sites,  the network consists of ten targeted
channels that reach over 10 million highly  valuable  consumers each month.  The
company's  proprietary  optimization  technology presents advertisers' offers on
the Web sites  where they  reach the right  consumers,  automatically  targeting
based on prior consumer response in each location and each individual consumer's
demographics. Aptimus' current advertisers include many of the top 500 marketers
such as Procter & Gamble,  Nokia, Dell, Vonage, SC Johnson and Carnival Cruises.
Aptimus has offices in San Francisco and Seattle,  and is publicly traded on the
NASDAQ NM under the symbol APTM. More information on Aptimus is available at the
company's Web site at http://www.aptimus.com.

Non-GAAP Financial Measures
- ---------------------------

This press release makes reference to non-GAAP  operating expenses and earnings,
which exclude stock-based compensation expenses required under GAAP. The company
uses these non-GAAP measures  internally to assess its performance.  The company
believes  these  non-GAAP  measures  provide  a  meaningful  perspective  on its
operations,  but cautions  investors to consider  these measures in addition to,
not as a substitute  for,  its  consolidated  financial  results as presented in
accordance  with  GAAP.  A complete  reconciliation  between  GAAP and  non-GAAP
financial measures is included in the company's  quarterly earnings releases and
is also available in the investor relations section of the company's website.


This press release  contains  statements  that may  constitute  "forward-looking
statements"  within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act
of 1995. Such statements  include,  without  limitation,  comments regarding the
company's  future  success,  the nature and likelihood of the company's  revenue
growth,  the company's  revenue and profit  forecasts,  the  sufficiency  of the
company's  capital base, the ability of the company to keep its current  clients
and  distribution  publishers  and add new ones,  the  ability of the company to
achieve and maintain  profitability,  the  viability of its network  approach to
direct  marketing,  the quality of recent  product  enhancements,  the improving
quality of the leads  delivered by the company to its  advertiser  clients,  the
ability of the  company to achieve  specific or any  revenue  thresholds  in its
relationship  with AOL, the ability of the company to maintain its  relationship
with AOL, the success of the  company's  relationship  with AOL in general,  the
continued  success of the company's test  placements  with other top publishers,
the ability of the company to convert and/or expand such test placements to long
term agreements,  the ability and/or  likelihood of the company achieving market
leadership,  the  positive  impact  of recent  managerial  changes,  the  market
acceptance of the company's products and services,  the success of the company's
future  strategic  initiatives,  the  ability of the  company to hire and retain
qualified  personnel,  and  the  company's  long  term  prospects,  in  general.
Prospective investors are cautioned that any such forward-looking statements are
not  guarantees  of  future  performance  and  involve   substantial  risks  and
uncertainties,  and actual results may differ materially from those contemplated
by  such  forward-looking  statements.  Important  factors  currently  known  to
management  that could cause actual

EX-99.2

                                                                    EXHIBIT 99.2


FOR IMMEDIATE RELEASE


        APTIMUS POINT-OF-ACTIONTM ADVERTISING NETWORK TEAMS WITH AOL FOR
                           TRANSACTIONAL ADVERTISING

San  Francisco,  CA,  August 8,  2006 --  Aptimus,  Inc.  (NASDAQ:  APTM)  today
announced  a  relationship   with  AOL  to  place   targeted   performance-based
advertising  in  transactional  areas of the AOL  network of leading Web brands.
Aptimus'  Point-of-Action  ad placements  will be placed in certain areas on AOL
where users are taking actions such as downloading,  uploading,  registering, or
logging in. The result will be highly-targeted  advertisements that are relevant
to consumers.

The Aptimus Network is an online  advertising  network that reaches a unique set
of  consumers  by placing  advertisements  in active  areas  where most Web site
publishers   have   not   traditionally   had   advertising.   Aptimus'   unique
performance-based  advertising  network  delivers  qualified  customer  leads to
companies in industries including pharmaceutical, automotive, education, travel,
financial services, technology, and consumer products.

For example, an AOL customer downloading the latest version of AIM(C) may see an
advertising offer presented by the Aptimus Network after downloading AIM. The ad
that  appears  will be  relevant to that user,  allowing  the user to act on the
offer or continue the download transaction without ever leaving AOL.

"This relationship  clearly represents one of the most significant deals Aptimus
has signed to date. It profoundly  enhances the value proposition of the Aptimus
Network  to  advertisers  as they look for new and more  powerful  ways to reach
prospective  customers," said Tim Choate, Chairman of Aptimus. "AOL has a large,
diverse,  engaged and high quality audience.  We are excited to partner with AOL
in creating new transactional advertising opportunities by leveraging our unique
technology-based approaches to Internet advertising."

About Aptimus, Inc.
Aptimus is the Point-of-ActionTM online advertising network that reaches engaged
users by placing  offers in the  transactional  areas of Web sites  they  trust.
Supported by  category-leading  Web sites,  the network consists of ten targeted
channels that reach over 10 million highly  valuable  consumers each month.  The
company's  proprietary  optimization  technology presents advertisers' offers on
the Web sites  where they  reach the right  consumers,  automatically  targeting
based on prior consumer response in each location and each individual consumer's
demographics. Aptimus' current advertisers include many of the top 500 marketers
such as Procter & Gamble,  Nokia, Dell, Vonage, SC Johnson and Carnival Cruises.
Aptimus has offices in San Francisco and Seattle,  and is publicly traded on the
NASDAQ NM under the symbol APTM. More information on Aptimus is available at the
company's Web site at http://www.aptimus.com.






INVESTOR RELATIONS:
John Wade
Chief Financial Officer
Aptimus, Inc.
415-896-2123, ext. 245
investorrelations@aptimus.com

MEDIA INQUIRIES:

Aptimus:
Holly Nuss
Public Relations
Aptimus, Inc.
415-845-1095
hollyn@aptimus.com