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): April 3, 2007

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 3.01    Notice of Delisting or Failure to Satisfy Conditions.

The Press Release dated April 6, 2007 regarding a non-compliance notice received from NASDAQ Global Market on April 3, 2007 is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

               Exhibits

99.1 Press Release issued April 6, 2007

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:  April 6, 2007 By:  /s/ David H. Davis                         
       David H. Davis
       General Counsel and Corporate Secretary

EX-99.1

EXHIBIT 99.1

APTIMUS RECEIVES NASDAQ GLOBAL MARKET CONTINUED LISTING DEFICIENCY NOTICE

SAN FRANCISCO, April 6, 2007 --Aptimus, Inc. (Nasdaq GM: APTM) today announced it has received written notice, dated April 3, 2007, from the Nasdaq Stock Market informing the company that it does not comply with the minimum $10,000,000 shareholders’ equity requirement for continued listing on the Nasdaq Global Market set forth in Marketplace Rule 4450(a)(3). The Company will take all appropriate steps to resolve these circumstances, which may include application for listing on the Nasdaq Capital Market for which it currently meets all continued listing requirements. The Company will promptly update this notice once a definitive plan to address the deficiency has been identified and submitted to the Nasdaq Stock Market for consideration.

About Aptimus, Inc.

Aptimus is the Point-of-Action^TM 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 20 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 Nokia, Dell, SC Johnson and Carnival Cruises. Aptimus has offices in San Francisco and Seattle, and is publicly traded on the NASDAQ GM under the symbol APTM. More information on Aptimus is available at the company's Web site at http://www.aptimus.com.

Investor Relations:

Budd Zuckerman

Genesis Select

bzuckerman@genesisselect.com

303-415-0200