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

----------

FORM 10-K/A

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year ended March 31, 2007

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________

Commission file number 0-20394

COACTIVE MARKETING GROUP, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 06-1340408
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

75 Ninth Avenue, New York, New York 10011
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (212) 660-3800

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Name of Each Exchange on Which Registered
------------------- -----------------------------------------
Common Stock, The NASDAQ Stock Market LLC
$.001 Par Value Per Share

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [ ] No [X]

Indicate by check mark whether the Registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated files. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act. (Check one):
Large accelerated filer [ ] Accelerated filer[ ] Non-accelerated filer [X]

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act).Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act).
Yes [ ] No [X]

As of September 30, 2006, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was approximately $11,999,555.

As of June 15, 2007 there were 7,446,001 shares of Common Stock, $.001 par
value, outstanding.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth information with respect to each
Director and executive officer of the Company.

DIRECTORS
---------

Marc C. Particelli Chairman of the Board of the Company
Age: 62 since July 12, 2006, and its interim
Director since February 2005; President and Chief Executive Officer
Chairman of the Board from July 12, 2006 until October 9,
2006. Mr. Particelli was the Chief
Executive Officer of Modem Media, an
interactive marketing services firm,
from January 1991 until its acquisition
by Digitas Inc. in October 2004, and
more recently, from August 2005 until
March 2006, he was the Chief Executive
Officer of TSM Corporation, a
telecommunications company serving the
Hispanic market. Earlier, Mr. Particelli
was a partner at Oak Hill Capital
Management, a private equity investment
firm, and managing director at Odyssey
Partners L.P., a hedge fund. Prior to
entering the private equity business,
Mr. Particelli spent 20 years with Booz
Allen where he helped create the
Marketing Industries Practice and led
its expansion across Europe, Asia and
South America. Mr. Particelli also
currently serves as a director of and
investor in several private companies,
and as an advisor to several private
equity firms. Mr. Particelli presently
serves as a director of Pacifichealth
Laboratories, Inc.

Charles F. Tarzian Chief Executive Officer of the Company
Age: 50 since October 9, 2006. From 1996 through
Director since October 2006; 1999, Mr. Tarzian was President of Blau
Chief Executive Officer Marketing Technologies, the technology
subsidiary of Barry Blau and Partners,
one of the largest independent direct
marketing agencies in the U.S. at that
time. In late 1998, he became Chief
Technology Officer of Circle.com, the
publicly traded subsidiary of Snyder
Communications Inc. providing Internet
professional services, including
strategic e-commerce consulting and
online marketing. Mr. Tarzian later
became Circle.com's Chief Strategy
Officer before being appointed its Chief
Executive Officer in November 2000. In
2001, Circle.com was integrated into
Euro RSCG Worldwide, the global
advertising unit of Havas, and Mr.
Tarzian assumed the title of Chief
Executive Officer of the New York region
of Euro RSCG, a position he held until
May 2006.

James H. Feeney Principal of The Feeney Group LLC, an
Age: 68 advertising and marketing consulting
Director since July 2004 firm working with companies in
developing strategic positioning, since
2000. Also Partner of O'Neil Lifton
Huffstetler Feeney & Barry, a venture
marketing, creative development firm,
since May 2003. Prior thereto, from
March 1996, was President and CEO of
Trone Advertising, an advertising
agency. Mr. Feeney was President and
Chairman of the Executive Committee of
Albert Frank-Guenther Law, a 125 year
old international financial service
agency from 1993 to 1996.

Prior to AFGL, he spent 13 years as
Executive Vice President of Ally&Gargano
where he led the launch of MCI at the
Agency for 5 years. He was at The Ted
Bates Advertising Agency for 12 years
where he was Managing Director, Senior
Vice President.

Herbert M. Gardner Executive Vice President,
Age: 67 Barrett-Gardner Associates, Inc., an
Director since May 1997 investment and merchant banking firm,
since October 2002. Prior thereto,
Senior Vice President of Janney
Montgomery Scott LLC, an investment
banking firm, since 1978. Presently
serves as Chairman of the Board of
Directors of Supreme Industries, Inc.
and as a director of Chase Packaging
Corp., Nu Horizons Electronics Corp.,
TGC Industries, Inc. and Rumson Fair
Haven Bank and Trust Company.

John A. Ward, III Mr. Ward has been the Chief Executive
Age: 61 Officer of Innovative Card Technologies,
Director since July 2002 Inc. since August 15, 2006, and was the
interim Chief Executive Officer of Doral
Financial Corporation from September 15,
2005 until August 15, 2006. Previously,
Mr. Ward was the Chairman and Chief
Executive Officer of American Express
Bank from January 1996 until September
2000, and President of Travelers Cheque
Group from April 1997 until September
2000. Mr. Ward joined American Express
following a 27-year career at Chase
Manhattan Bank, during which he held
various senior posts in the United
States, Europe and Japan. His last
position at Chase was that of Chief
Executive Officer of ChaseBankCard
Services, which he held from 1993 until
1995. Presently serves as the Chairman
of the Board of Innovative Card
Technologies Inc. and as a director of
Primus Guaranty, Ltd. and Rewards
Network Inc.

EXECUTIVE OFFICERS
------------------

Brian Murphy Vice Chairman of the Company since April
Age: 50 2, 2007. Previously, Chief Executive
Vice Chairman Officer of U.S. Concepts, a wholly-owned
subsidiary of the Company, since
December 29, 1998, and until January 6,
2000, President of such company, and
President of predecessor of U.S.
Concepts from 1992 through December 29,
1998.

Susan Murphy Interim Chief Financial Officer of the
Age: 46 Company since July 2, 2007, and a
Interim Chief Financial Officer financial consultant to the Company
since March 2007, during which time she
has spearheaded the Company's efforts to
implement and improve its internal
controls over financial reporting. Ms.
Murphy has been a financial reporting
and internal controls consultant since
July 2003, during which time she has
been retained by Euro-RSCG, a division
of Havas Advertising, and DoubleClick,
among others. Previously, from August
1987 to June 2003, Ms. Murphy held
numerous senior level positions with
Euro-RSCG, and was the Chief Financial
Officer for its North American division
from November 1999 until June 2003.

From 1987 until 1999, she was the Chief
Financial Officer and Managing Partner
of Cohn & Wells, a direct marketing
network, and a division of Euro-RSCG.

Denise Felitti Vice President - Controller of the
Age: 43 Company since July 2, 2007. Ms. Felitti
Vice President - Controller has been employed by the Company in its
(Principal Accounting Officer) finance and accounting department since
August 2005. Previously, from 2003 to
June 2005, Ms. Felitti was the Assistant
Controller at Deutsch Advertising (a
subsidiary of IPG), and from 2000 until
May 2003, she was the Controller at
Messner, Vetere, Berger, McNamee
Schmetterer (a subsidiary of Euro RSCG).
Ms. Felitti was also employed for 10
years, ultimately as the
Controller/Finance Manager, of Charlex
Inc., a video production company. Ms.
Felitti holds an MBA in Management.

AUDIT COMMITTEE

The Company has an Audit Committee currently composed of Herbert M.
Gardner (Chairman), John A. Ward, III and James H. Feeney. The Board of
Directors has determined that Herbert M. Gardner is an "audit committee
financial expert," as such term is defined in Item 401(h) of Regulation S-K and
is independent as defined in rule 4200(a)(15) of the listing standards of the
National Association of Securities Dealers.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and Directors and persons who
own more than 10% of a registered class of the Company's equity securities
(collectively, the "Reporting Persons") to file reports of ownership and changes
in ownership with the Securities and Exchange Commission and to furnish the
Company with copies of these reports. To the Company's knowledge, based solely
on a review of the Forms 3, 4, and 5 submitted to the Company during and with
respect to Fiscal 2007, there were no known failures to file a required Form 3,
4 or 5 and no known late filings of a required Form 3, 4 or 5 during Fiscal 2006
by any person required to file such forms with respect to the Company pursuant
to Section 16 of the Exchange Act, other than two late filings of a Form 4 by
Mr. Amershadian, and one late filing of a Form 4 by Mr. Particelli.

CODE OF CONDUCT

The Company maintains a Code of Conduct that is applicable to all of
the Company's and its subsidiaries' employees, including the Company's Chief
Executive Officer and Chief Financial Officer. The Code of Conduct, which
satisfies the requirements of a "code of ethics" under applicable Securities and
Exchange Commission rules, contains written standards that are designed to deter
wrongdoing and to promote honest and ethical conduct, including the ethical
handling of actual or apparent conflicts of interest; full, fair, accurate,
timely and understandable public disclosures and communications, including
financial reporting; compliance with applicable laws, rules and regulations;
prompt internal reporting of violations of the code; and accountability for
adherence to the code.

ITEM 11. EXECUTIVE COMPENSATION.

Compensation Discussion and Analysis

GENERAL

The Compensation Committee of the Board of Directors (the "Committee"),
under its charter, is charged with, among other things, determining the cash and
non-cash compensation of our executive officers, and exercising the authority of
the Board of Directors with respect to the administration of our stock-based and
other incentive compensation plans.

Our compensation arrangements with those persons who served as our
executive officers for all or part of Fiscal 2007 primarily reflect the
individual circumstances surrounding the applicable executive officer's hiring
or appointment, as reflected in the employment agreements we entered into with
those persons, and, in the case of departed executives, the separation
agreements we entered into with such persons. The foregoing information is
intended to provide context for the discussion that follows regarding our
compensation arrangements with those persons who served as our executive
officers for all or part of Fiscal 2007.

COMPENSATION PHILOSOPHY

The Committee believes that the most effective executive compensation
programs are designed to attract and retain key employees, reward the
achievement of corporate and individual objectives, and reward superior
performance. The Committee evaluates both performance and compensation to make
sure that compensation provided to key employees remains competitive relative to
the compensation paid to executives at peer companies. The Committee believes
that the Company's compensation programs should include cash and equity-based
compensation and should reward performance as measured against individual and
Company goals.

ROLE OF MANAGEMENT OFFICERS IN COMPENSATION DECISIONS

The Committee makes all compensation decisions for executive officers.
The Chief Executive Officer, together with other members of management, evaluate
the performance of executive officers (other than the Chief Executive Officer),
and the Chief Executive Officer then makes recommendations to the Committee with
respect to annual salary adjustments, annual cash bonus awards and restricted
stock grants. The Committee can exercise its discretion in modifying any
recommended salary adjustments or discretionary cash or equity-based awards to
executives.

PRINCIPAL COMPONENTS OF COMPENSATION OF OUR EXECUTIVE OFFICERS

The principal components of the compensation we have historically paid
to our executive officers have consisted of:

o base salary;

o cash bonuses; and

o equity compensation, generally in the form of stock options, and
more recently in the form of restricted stock.

In addition, for Fiscal 2007, the Company awarded discretionary cash
bonuses to the persons serving as Chief Executive Officer and Chief Financial
Officer as of the end of the year.

ALLOCATION AND OBJECTIVES OF COMPENSATION

For Fiscal 2007, compensation of our executive officers primarily
reflected the individual circumstances surrounding the applicable executive
employment arrangements, as reflected in the agreements we entered into with
those persons. Beginning with Fiscal 2008, the Committee has established the
following policies and guidelines with respect to the mix of base salary, cash
bonus and equity awards to be paid or awarded to our executive officers.

o Target cash bonus for our Chief Executive Officer equal to 50%
of his base salary for the achievement of objectives established
by the Committee and the Board of Directors;

o Target cash bonus for our other executive officers equal to 30%
of the base salary of each such officer, respectively, for the
achievement of objectives established by the Committee and the
Board of Directors; and

o Restricted stock grants vesting over five-years, awarded to
executive officers at the discretion of the Committee annually
and upon initial employment.

The principal objective used by the Company for determining cash
bonuses is EBITDA (earnings before interest, taxes, depreciation and
amortization).

BASE SALARY

Base salary levels for the Company's executive officers recognize the
experience, skills, knowledge and responsibilities required of each executive
officer and are determined, as applicable, based on prevailing market
conditions, terms of existing employment agreements, and arms' length
negotiation.

Chief Executive Officer

Charles F. Tarzian was appointed our Chief Executive Officer on October
9, 2006. Pursuant to an employment agreement entered into by the Company and Mr.
Tarzian, Mr. Tarzian's base salary is $375,000 per annum. The terms of Mr.
Tarzian's employment agreement were negotiated by our Chairman of the Board, in
consultation with the Committee, based on prevailing market conditions and
available data on the compensation of executives in similar positions with
comparable companies.

Interim and former Chief Executive Officer

John Benfield was the Company's Chief Executive Officer during Fiscal
2007 up until July 12, 2006, and was replaced by Marc Particelli, who served as
interim Chief Executive Officer until Mr. Tarzian's appointment in October 2006.
The base salaries for Messrs. Benfield and Particelli for service to the Company
as Chief Executive Officer were pursuant to the terms of the respective
employment agreements with such persons which were approved of by the Committee.

Other Executive Officers

The base salary for the Company's executive officers during Fiscal 2007
reflected the terms of their respective employment agreements, and in the case
of the Company's Chief Financial Officer, a $50,000 raise effective in July 2006
to $306,000 per annum, which was approved of by the Committee.

EQUITY COMPENSATION

Chief Executive Officer

Upon his appointment, the Committee approved the award to Mr. Tarzian
of 200,000 shares of the Company's common stock under a Restricted Stock
Agreement. The shares will vest in one installment on October 9, 2011 (the
five-year anniversary of his appointment) if Mr. Tarzian is then employed by the
Company. In addition, the shares are subject to earlier incremental vesting to
the extent the Company's shares of common stock trade above specified thresholds
for a minimum period of 20 consecutive trading days during the term of his
employment with the Company.

Interim Chief Executive Officer

In connection with his appointment as interim Chief Executive Officer,
Mr. Particelli was issued a five-year stock option to purchase 80,000 shares of
the Company's common stock at a price of $1.57 per share, the market price of
the common stock on the date the grant was authorized.

Other Executive Officers

In recognition of his service to the Company, the Company's Chief
Financial Officer was granted 100,000 shares of the Company's common stock under
a Restricted Stock Agreement in August 2006. By the terms of such grant, 80,000
of such shares were forfeited to the Company subsequent to Fiscal 2007 upon his
departure from the Company. In addition, during Fiscal 2007, in order to
increase the number of shares of Common Stock available for the grant of awards
under the Company's 2002 Long-Term Incentive Plan, the Committee approved the
grant of an aggregate of 198,750 shares of restricted stock to two executive
officers in exchange for the cancellation by such officers of options to
purchase an aggregate of 265,000 shares of Common Stock. 52,500 of such
restricted shares were forfeited to the Company at the end of Fiscal 2007 upon
the departure of one of such officers from the Company.

BONUS COMPENSATION

On April 2, 2007, the Committee approved the payment of discretionary
cash bonuses of $85,000 to Mr. Tarzian, and $65,000 to the Company's then Chief
Financial Officer in respect of such officers' performance during Fiscal 2007.
Such bonuses were paid in July 2007.

OTHER BENEFITS

The Company believes that establishing competitive benefit packages for
its employees is an important factor in attracting and retaining highly
qualified personnel. Executive officers are eligible to participate in all of
our employee benefit plans, such as medical, dental, and the Company's 401(k)
plan, in each case on the same basis as other employees. During 2007, consistent
with the Company's practice with respect to all of its employees, the Company
provided matching contributions under its 401(k) plan. Other than the 401(k)
plan offered to all of its eligible employees, the Company does not offer
retirement benefits.

SUMMARY COMPENSATION TABLE

The following table shows for Fiscal 2007 compensation awarded to or
earned by Charles F. Tarzian, the Company's Chief Executive Officer; John
Benfield and Marc Particelli, each of whom served as Chief Executive Officer of
the Company during portions of Fiscal 2007; Erwin Mevorah, who was the Company's
Chief Financial Officer during Fiscal 2007; Paul A. Amershadian, who was an
executive officer of the Company during Fiscal 2007; and Brian Murphy, who
served as Chief Executive Officer of the Company's U.S. Concepts subsidiary
during Fiscal 2007, and who is currently the Company's Vice Chairman
(collectively, the "Named Executive Officers"). Messrs. Benfield, Mevorah and
Amershadian are no longer employed by the Company.

STOCK OPTION ALL OTHER
NAME AND PRINCIPAL FISCAL SALARY AWARDS AWARDS (1) COMPENSATION
POSITION YEAR ($) BONUS ($) ($) ($) (2)($) TOTAL ($)
- ------------------------- ------ ---------- ---------- ---------- ------------ ------------ ----------

Charles F. Tarzian,
Chief Executive Officer 2007 $ 179,087 $ 85,000 $ 38,000 -- -- $ 302,087

Marc Particelli,
former Chief Executive
Officer 2007 $ 72,917 -- $ 55,480(7) -- $ 128,397

John Benfield, former
Chief Executive Officer 2007 $ 324,000(3) -- -- $ 7,650 $ 331,650

Erwin Mevorah, former
Chief Financial Officer 2007 $ 307,940(4) $ 65,000 $ 76,800 -- $ 7,650 $ 457,390

Brian Murphy, Vice
Chairman and former
Chief Executive
Officer of US Concepts 2007 $ 362,000(5) -- $ 4,826 -- $ 7,500 $ 389,326

Paul Amershadian,
former Exec. VP of Sales 2007 $ 316,148(6) -- $ 2,958 $ 1,249 $ 320,355

(1) The value of option awards granted to the Named Executive Officers has
been estimated pursuant to SFAS No. 123(R), except that for purposes of this
table, we have assumed that none of the options will be forfeited. The Named
Executive Officers will not realize the estimated value of these awards in cash
until these awards are vested and exercised or sold. For information regarding
our valuation of option awards, see "Stock Options" in Note 8 of our financial
statements for the period ended March 31, 2007.
(2) Consists of 401(k) matching contributions.
(3) Includes $6,000 in respect of a car allowance.
(4) Includes $2,000 in respect of a car allowance.
(5) Includes $4,000 in respect of a car allowance.
(6) Includes $10,148 in respect of a car allowance.
(7) Reflects options to purchase 80,000 shares of Common Stock at an
exercise price of $1.57, all of which are currently exercisable.

GRANTS OF PLAN-BASED AWARDS IN FISCAL 2007

ALL OTHER STOCK ALL OTHER OPTION
AWARDS: NUMBER AWARDS: NUMBER OF EXERCISE OR GRANT DATE FAIR
OF SHARES OF SECURITIES BASE PRICE OF VALUE OF STOCK AND
STOCK OR UNITS UNDERLYING OPTIONS OPTION AWARDS OPTION AWARDS
NAME GRANT DATE (#) (#) ($/SH) ($)
- ------------------ ---------- ------------------ ------------------ ---------------- ------------------

Charlie Tarzian 10/9/2006 200,000 -- -- $ 380,000

Marc Particelli 6/20/2006 -- 80,000 $ 1.57 $ 55,480

John Benfield -- -- -- -- --

Erwin Mevorah 8/9/2006 100,000 -- -- $ 171,000

Brian Murphy 2/14/2007 146,250 -- -- $ 289,575

Paul Amershadian 1/18/2007 52,500 -- -- $ 88,725

OUTSTANDING EQUITY AWARDS AT MARCH 31, 2007
-----------------------------------------------------------------------------------------------
OPTION AWARDS STOCK AWARDS
------------------------------------------------------------- -------------------------------
NUMBER OF NUMBER OF NUMBER OF MARKET
SECURITIES SECURITIES SHARES OR VALUE OF
UNDERLYING UNDERLYING UNITS OF SHARES OR
UNEXERCISED UNEXERCISED STOCK THAT UNITS OF
OPTIONS OPTIONS OPTION OPTION HAVE NOT STOCK THAT
(#) (#) EXERCISE EXPIRATION VESTED HAVE NOT
NAME EXERCISABLE UNEXERCISABLE PRICE ($) DATE (#) VESTED ($)
- -------------------- ------------- ------------- ------------- ------------- ------------- -------------

Charlie Tarzian -- -- -- -- 200,000 $ 398,000

Marc Particelli (1) 80,000 -- $ 1.57 6/14/2011 -- --

John Benfield 125,000 -- $ 4.00 5/2/2007
70,000 $ 3.00 6/17/2008 -- --

Erwin Mevorah -- -- -- -- 160,000(2) $ 318,400

Brian Murphy -- -- -- -- 146,250 $ 291,038

Paul Amershadian -- -- -- -- -- --

(1) Does not include options awarded for services as a director.
(2) These shares were subsequently forfeited to the Company upon Mr.
Mevorah's departure from the Company.

OPTION EXERCISES AND STOCK VESTED IN FISCAL 2007

OPTION AWARDS STOCK AWARDS
---------------------------- -----------------------------
NUMBER OF NUMBER OF
SHARES VALUE SHARES VALUE
ACQUIRED ON REALIZED ON ACQUIRED ON REALIZED ON
EXERCISE EXERCISE VESTING VESTING
NAME (#) ($) (#) ($)
- ----------------- ------------ ------------- ------------- -------------
Charlie Tarzian -- -- -- --

Marc Particelli -- -- -- --

John Benfield 125,000 $ 150,000 -- --

Erwin Mevorah -- -- 40,000 $ 79,600

Brian Murphy -- -- -- --

Paul Amershadian 108,880 $ 130,656 -- --

EXECUTIVE EMPLOYMENT CONTRACTS, TERMINATION OF
EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS

Charles F. Tarzian. On October 9, 2006, the Company entered into an
Employment Agreement with Charles F. Tarzian under which Mr. Tarzian joined the
Company as its President and Chief Executive Officer, replacing Marc C.
Particelli. The Employment Agreement with Mr. Tarzian is for a three-year term
and provides Mr. Tarzian with (i) an annual base salary of $375,000, (ii) an
annual bonus targeted at 50% of his base salary, (iii) an initial award of
200,000 shares of the Company's common stock under a Restricted Stock Agreement,
and (iv) up to an additional 50,000 shares of restricted Common Stock per year
based on the achievement of annual targets approved by the Company's Board of
Directors. Pursuant to the Employment Agreement, in the event that Mr. Tarzian's
employment is terminated by the Company without "Cause" or by Mr. Tarzian for
"Good Reason", Mr. Tarzian will be entitled to six months severance pay.

John Benfield. On June 14, 2006, the Board of Directors of the Company
accepted the resignation of John Benfield, the Company's President, Chief
Executive Officer and Chairman of the Board, and appointed Marc C. Particelli, a
member of the Company's Board of Directors, to serve as Mr. Benfield's
replacement on an interim basis. Mr. Benfield's resignation was effective as of
July 12, 2006. In connection with Mr. Benfield's resignation, the Company and
Mr. Benfield entered into an Agreement pursuant to which Mr. Benfield continued
to be compensated at the rate of $300,000 per annum and received the same
benefits previously provided to him by the Company as its Chief Executive
Officer until July 1, 2007. Pursuant to that Agreement, Mr. Benfield remained
employed by the Company to assist in the transition for a period of three-months
following his resignation.

Marc C. Particelli. In connection with his appointment as interim Chief
Executive Officer, Mr. Particelli entered into an Employment Agreement with the
Company pursuant to which Mr. Particelli was paid an annual salary of $250,000
for devoting approximately 50% of his working time to the Company. In addition,
for his agreement to serve as interim President, Chief Executive Officer and
Chairman of the Board, the Board approved the grant to Mr. Particelli of a
five-year stock option to purchase 80,000 shares of the Company's Common Stock
at a price of $1.57 per share, the market price of the common stock on the date
the grant was authorized.

Brian Murphy. On April 2, 2007, the Company entered into an Employment
Agreement with Brian Murphy under which Mr. Murphy serves as the Company's Vice
Chairman. This Employment Agreement superseded and replaced an employment
agreement under which Mr. Murphy had served as the Chief Executive Officer of
the Company's U.S. Concepts subsidiary. The Employment Agreement with Mr. Murphy
is for a three-year term and provides Mr. Murphy with an annual base salary of
$362,000. Pursuant to the Employment Agreement, in the event Mr. Murphy's
employment is terminated by the Company without "Cause" or by Mr. Murphy for
"Good Reason", Mr. Murphy will be entitled to one month's severance payment for
each year of service to the Company, with a maximum of twelve months of
severance payments.

Erwin Mevorah. Pursuant to an Agreement dated as of April 30, 2007, the
Company and Mr. Mevorah agreed to Mr. Mevorah's resignation as Chief Financial
Officer and the termination of his employment with the Company. Pursuant to the
Agreement, the Company (i) agreed to pay Mr. Mevorah up to six months' of
severance payments in the amount of $153,000, and in no event less than four
months of severance payments, and (ii) paid Mr. Mevorah his previously approved
bonus of $65,000 plus approximately $11,000 for accrued and unused vacation
days.

Paul Amershadian. Pursuant to an Agreement dated as of March 27, 2007,
the employment relationship between Paul Amershadian, the Company's former
Executive Vice President of Marketing and Sales and the Company terminated on
March 31, 2007, the last day of the term of his employment under his Employment
Agreement with the Company. Pursuant to the Agreement (i) the Company paid Mr.
Amershadian a severance payment of $50,000, plus $12,500 per month for the
three-month period ending June 30, 2007 for consulting services, (ii) Mr.
Amershadian sold to three directors of the Company 163,196 shares of the
Company's Common Stock for aggregate consideration of $258,568, which proceeds
were paid to the Company to reduce Mr. Amershadian's obligations to the Company
under a promissory note, and (iii) Mr. Amershadian's remaining obligations under
that promissory note in the amount of approximately $306,000 were cancelled.

Neither Susan Murphy, the Company's interim Chief Financial Offer, nor
Denise Felitti, the Company's Vice President - Controller, are party to an
employment agreement with the Company.

COMPENSATION OF DIRECTORS

The following table shows for the Fiscal 2007 certain information with
respect to the compensation of all non-employee directors of the Company.

FEES EARNED OR OPTION
PAID IN CASH AWARDS (1) TOTAL
NAME ($) ($) ($)
- ------------------------ -------------- ------------- ----------
Marc C. Particelli (2) 98,750 17,136 115,886
Herbert M. Gardner (3) 60,250 7,603 67,853
John A. Ward, III (4) 54,750 7,603 62,353
James H. Feeney (5) 72,500 17,136 89,636
Thomas Lachenman (6) 16,000 7,603 23,603

(1) The value of option awards granted to directors has been estimated
pursuant to SFAS No. 123(R) for options granted in Fiscal 2007. The
directors will not realize the estimated value of these awards in cash
until these awards are vested and exercised or sold. For information
regarding our valuation of option awards, see "Stock Options" in Note 8
of our financial statements for the period ended March 31, 2007.
(2) At March 31, 2007, Mr. Particelli held options to purchase an aggregate
of 115,000 shares of Common Stock.
(3) At March 31, 2007, Mr. Gardner held options to purchase an aggregate of
68,125 shares of Common Stock.
(4) At March 31, 2007, Mr. Ward held options to purchase an aggregate of
33,750 shares of Common Stock.
(5) At March 31, 2007, Mr. Feeney held options to purchase an aggregate of
50,000 shares of Common Stock.
(6) At March 31, 2007, Mr. Lachenman held options to purchase an aggregate
of 28,750 shares of Common Stock. Mr. Lachenman ceased to be a director
on September 28, 2006.

For Fiscal 2007, each non-employee Director received an annual stipend
of $20,000, a fee of $1,500 per Board meeting attended and a fee of $750 per
Committee meeting attended, and the Chairman of the Audit Committee received a
special one-time payment of $10,000 in light of additional time commitments
required of him in connection with the restatement of the Company's financial
statements and change in auditors. All Directors are reimbursed for reasonable
travel expenses incurred in connection with attending Board meetings. Pursuant
to the Company's 2002 Long-Term Incentive Plan, each of the Company's
non-employee Directors was granted an option to purchase 10,000 shares of Common
Stock on April 30, 2006, exercisable at the fair market value of the shares of
Common Stock on the date of grant. Each such option became exercisable as to
5,000 of the shares covered thereby on the date of grant and as to the remaining
5,000 shares on the first anniversary of the date of grant.

In addition, on April 28, 2006, the Company's Board of Directors formed
a Strategic Committee and appointed Marc C. Particelli and James H. Feeney to
serve as members of that Committee. For serving on the Strategic Committee, each
of Messrs. Particelli and Feeney received a one time fee of $15,000 and a
five-year option to purchase 15,000 shares of Common Stock at a price of $1.70
per share. During Fiscal 2007, the Strategic Committee conducted an in-depth
review of the Company's personnel and operations and made recommendation to the
Company's Board of Directors and senior management based on such review.

In connection with Mr. Tarzian's appointment as President and Chief
Executive Officer in October 2006, the Company's Board of Directors approved
compensation for Mr. Particelli, as the Company's non-executive Chairman of the
Board following such appointment, in the amount of $100,000 per annum, which is
in lieu of the $20,000 stipend paid to non-employee directors.

For Fiscal 2008, in addition to the fees and stipends set forth above,
the Board has approved annual payments of $15,000 and $7,500 for Chairmen of the
Audit and Compensation Committees, respectively. During Fiscal 2008, the Board
also approved the replacement of the annual grant to non-employee directors of
options to purchase 10,000 shares of Common Stock, with the quarterly grant, on
the first day of each fiscal quarter, of shares Common Stock with a value of
$7,500 as of the last day of the preceding quarter. Half of the shares with
respect to each such grant are subject to forfeiture in the event the grantee
ceases to be a director of the Company during the one-year period following the
date of grant. The first such grant to the Company's non-employee directors was
effected on July 2, 2007.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the current members of the Compensation Committee have been, or
are, an officer or employee of the Company. During Fiscal 2007, none of our
executive officers served as a member of the board of directors or compensation
committee (or other committee performing equivalent functions) of any entity
that had one or more executive officers serving as a member of our Board of
Directors.

COMPENSATION COMMITTEE REPORT

We have reviewed and discussed the Compensation Discussion and Analysis
contained in this Annual Report on Form 10-K with management. Based on that
review and discussion, we have recommended to the Board of Directors that the
Compensation Discussion and Analysis be included in this Proxy Statement and
incorporated into our Annual Report on Form 10-K for the fiscal year ended March
31, 2007.

John A. Ward, III, Chairman
James H. Feeney
Herbert M. Gardner

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information as of July 30, 2007
with respect to stock ownership of (i) those persons or groups known to the
Company to beneficially own more than 5% of the Company's outstanding Common
Stock, (ii) each of the Directors and nominees of the Company and the Company's
executive officers named in the summary compensation table, and (iii) the
Company's Directors and executive officers as a group. Unless otherwise
indicated, the named beneficial owner has sole voting and investment power with
respect to the shares.

PERCENT
AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP(1) CLASS(1)
------------------------------------------ -------------------------- --------

(i) Beneficial Owners of More Than 5% of the
Common Stock (Other Than Directors,
Nominees and Executive Officers)

Rutabaga Capital Management 744,311(2) 9.9%
64 Broad Street, 3rd Floor
Boston, MA 02109

John P. Benfield 610,278(3) 8.1%
63 Murray Ave.
Port Washington, NY 11050

Donald A. Bernard 594,648(3) 7.9%
c/o CoActive Marketing Group, Inc.
75 Ninth Avenue
New York, NY 1011

Thomas E. Lachenman 464,448(4) 6.2%
7788 White Road
Rising Sun, Indian 47040

(ii) Directors, Nominees and Executive Officers

Brian Murphy 701,250 9.4%
c/o CoActive Marketing Group, Inc.
75 Ninth Avenue
New York, NY 10011

Herbert M. Gardner 290,373(5) 3.8%
c/o CoActive Marketing Group, Inc.
75 Ninth Avenue
New York, NY 10011

John A. Ward, III 188,491(6) 2.5%
c/o CoActive Marketing Group, Inc.
75 Ninth Avenue
New York, NY 10011

Charles F. Tarzian 206,955(7) 2.8%
c/o CoActive Marketing Group, Inc.
75 Ninth Avenue
New York, NY 10011

PERCENT
AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP(1) CLASS(1)
------------------------------------------ -------------------------- --------
<s>
Marc C. Particelli 231,080(8) 3.0%
c/o CoActive Marketing Group, Inc.
75 Ninth Avenue
New York, NY 10011

James H. Feeney 57,841(9) *
c/o CoActive Marketing Group, Inc.
75 Ninth Avenue
New York, NY 10011

Susan Murphy 20,000 *
c/o CoActive Marketing Group, Inc.
75 Ninth Avenue
New York, NY 10011

Denise Felitti 0 *
c/o CoActive Marketing Group, Inc.
75 Ninth Avenue
New York, NY 10011

(iii) All Directors and Executive Officers as a 1,695,990(5)(6) 21.7%
Group (8 persons) (7)(8)(9)

* Less than 1%.

(1) All information was determined in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934, as amended, based upon information
furnished by the persons listed or contained in filings made by them
with the Securities and Exchange Commission or otherwise available to
the Company.

(2) Based solely on a Form 13F-HR/A filed with the SEC on May 11, 2007.

(3) Includes 70,000 shares of Common Stock issuable upon exercise of
immediately exercisable options.

(4) Includes 28,750 shares of Common Stock issuable upon exercise of
immediately exercisable options and 325,698 shares of Common Stock
registered in the name of OG Holding Corporation Liquidation Trust. Mr.
Lachenman is the trustee of OG Holding Corporation Liquidation Trust
and owns the entire interest of the trust in the shares of Common Stock
held by the trust.

(5) Includes 40,766 shares of Common Stock issuable upon exercise of
immediately exercisable warrants, 66,250 shares of Common Stock
issuable upon exercise of immediately exercisable options, 10,000
shares of Common Stock held in a qualified plan, and 46,299 shares of
Common Stock held in individual retirement accounts for the benefit of
Mr. Gardner. Excludes (i) 23,766 shares of Common Stock held by Mr.
Gardner's wife, as to which Mr. Gardner disclaims any beneficial
interest, and (ii) 5,880 shares of Common Stock owned by the Gardner
Family Foundation, a charitable organization, of which Mr. Gardner is
President and a board member.

(6) Includes 38,750 shares of Common Stock issuable upon exercise of
immediately exercisable options.

(7) Includes 2,000 shares owned by Mr. Tarzian's spouse as to which Mr.
Tarzian disclaims beneficial ownership.

(8) Includes 120,000 shares of Common Stock issuable upon exercise of
immediately exercisable options. Also includes (i) 5,700 shares owned
by Mr. Particelli's IRA; and (ii) 19,000 shares owned by the Marc C &
Kaye B GRAT Trust (the "Trust"). The beneficiaries of the Trust are Mr.
Particelli's children, and Mr. Particelli's wife is a trustee of the
Trust. Mr. Particelli disclaims beneficial ownership of the shares held
by the Trust.

(9) Includes 55,000 shares of Common Stock issuable upon exercise of
immediately exercisable options.

TEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.

TRANSACTIONS WITH RELATED PERSONS

RELATED-PERSON TRANSACTIONS POLICY AND PROCEDURES

In 2007, the Company adopted a written Related-Person Transactions
Policy that sets forth the Company's policies and procedures regarding the
identification, review, consideration and approval or ratification of
"related-persons transactions." For purposes of our policy only, a
"related-person transaction" is a transaction, arrangement or relationship (or
any series of similar transactions, arrangements or relationships) in which the
Company and any "related person" are participants involving an amount that
exceeds $50,000. Transactions involving compensation for services provided to
the Company as an employee, director, consultant or similar capacity by a
related person are not covered by this policy. A related person is any executive
officer, director, or more than 5% stockholder of the Company, including any of
their immediate family members, and any entity owned or controlled by such
persons.

Under the policy, where a transaction has been identified as a
related-person transaction, management must present information regarding the
proposed related-person transaction to the Audit Committee (or, where Audit
Committee approval would be inappropriate, to another independent body of the
Board) for consideration and approval or ratification. The presentation must
include a description of, among other things, the material facts, the interests,
direct and indirect, of the related persons, the benefits to the Company of the
transaction and whether any alternative transactions were available. To identify
related-person transactions in advance, the Company relies on information
supplied by its executive officers and directors. In considering related-person
transactions, the Committee takes into account the relevant available facts and
circumstances including, but not limited to (a) the risks, costs and benefits to
the Company, (b) the impact on a director's independence in the event the
related person is a director, immediate family member of a director or an entity
with which a director is affiliated, (c) the terms of the transaction, (d) the
availability of other sources for comparable services or products, and (e) the
terms available to or from, as the case may be, unrelated third parties or to or
from employees generally. In the event a director has an interest in the
proposed transaction, the director must recuse himself or herself form the
deliberations and approval. The policy requires that, in determining whether to
approve, ratify or reject a related-person transaction, the Committee look at,
in light of known circumstances, whether the transaction is in, or is not
inconsistent with, the best interests of the Company and its stockholders, as
the Committee determines in the good faith exercise of its discretion.

RELATED-PERSON TRANSACTIONS

PAUL AMERSHADIAN

Prior to Fiscal 2007, the Company made loans to Paul Amershadian
aggregating $550,000, which were evidenced by an Amended and Restated Promissory
Note dated May 24, 2001. Prior to cancellation in March 2007, the Amended Note
was secured by (i) a first lien and security interest in 163,196 shares of the
Company's Common Stock owned by Mr. Amershadian (after giving effect to the
surrender of 153,052 shares described below), and (ii) a second mortgage on Mr.
Amershadian's home. The Amended Note provided for payment of interest at a
floating rate equal to the highest rate at which we pay interest on our bank
borrowings, monthly payment of one-half of the interest that accrued over the
preceding month, payment of accrued interest and principal from one-half of the
after-tax amount, if any, of bonuses paid to Mr. Amershadian by the Company, and
payment of the remaining balance of principal and accrued interest on May 24,
2006. Until April 2006, Mr. Amershadian did not make any of the required monthly
interest payments under the Amended Note. On April 26, 2006, Mr. Amershadian
surrendered to the Company for cancellation 153,052 shares of Common Stock as
payment in full of interest in the amount of $283,147 accrued through May 24,
2006.

Pursuant to an Agreement dated as of March 27, 2007, the employment
relationship between the Company and Mr. Amershadian terminated effective March
31, 2007, the last day of the term of his employment under his Employment
Agreement with the Company. Pursuant to the Agreement (i) the Company paid Mr.
Amershadian a severance payment of $50,000, plus $12,500 per month for the
three-month period ending June 30, 2007 for consulting services, (ii) Mr.
Amershadian sold to three directors of the Company 163,196 shares of the
Company's Common Stock for aggregate consideration of $258,568, which proceeds
were paid to the Company to reduce Mr. Amershadian's obligations to the Company
under the Amended Note, and (iii) Mr. Amershadian's remaining obligations under
the Amended Note in the amount of approximately $306,000 were cancelled.

LEASE OF OPTIMUM OFFICE

In connection with the Company's acquisition of its Optimum subsidiary
in 1998, the Company entered into an agreement with Thomas Lachenman, a
principal stockholder of the Company and former owner of Optimum, for the lease
of the Cincinnati principal office of Optimum, which is owned by Mr. Lachenman.
The agreement provides for annual rental payments, in the amount of $173,000 for
Fiscal 2007, adjusted annually based upon changes in the local consumer price
index. The lease expires in December 2010.

TERMINATION AGREEMENTS

As described above under "Executive Employment Contracts, Termination
of Employment and Change-in-Control Arrangements", during Fiscal 2007, the
Company entered into an agreement with respect to John Benfield's resignation as
Chief Executive Officer of the Company, and subsequent to Fiscal 2007, the
Company entered into agreement with respect to Erwin Mevorah's resignation as
Chief Financial Officer of the Company.

INDEMNIFICATION AGREEMENTS

The Company has entered into individual indemnification agreements with
its directors. The agreements implement with more specificity, and supplement,
the indemnification provisions provided by Delaware law and the Company's
By-Laws. The terms of the Indemnification Agreements provide, among other
things, that to the extent permitted by Delaware law, the Company will indemnify
the director party to the agreement against any and all losses, expenses and
liabilities arising out of such person's service as a director of the Company.

DIRECTOR INDEPENDENCE

The Board of Directors has determined that each of the following
directors is an "independent director" as defined in Rule 4200(a)(15) of the
listing standards of the National Association of Securities Dealers (the "NASD
listing standards"): Herbert M. Gardner, James H. Feeney, Marc C. Particelli and
John A. Ward, III. The Board of Directors has also determined that each of the
members of its Audit, Compensation and Nominating Committees meets the
independence requirements applicable to those committees prescribed by the NASD
listing standards and the Securities and Exchange Commission, as currently in
effect.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

PRINCIPAL ACCOUNTING FIRM FEES

The following table sets forth the aggregate fees billed to and accrued
by the Company for Fiscal 2007 and Fiscal 2006, by BDO Seidman, LLP (the
Company's former principal accountant) and Lazar Levine & Felix LLP (the
Company's current principal accountant):

FISCAL 2007 FISCAL 2006
------------ ------------

Audit Fees (for audit of annual financial statements
and review of quarterly financial statements) $ 421,300 $ 273,000
Audit-Related Fees (review workpapers of predecessor auditors) 64,500 -
Tax Fees (for federal, State and local tax compliance and planning) 107,850 30,000
All Other Fees (in connection with restatement of financial
statements for prior periods) 163,594 21,000
------------ ------------
Total $ 757,850 $ 324,800
============ ============

In addition to the fees set forth above, during Fiscal 2007, the
Company paid $290,000 to Grant Thornton for services rendered during the period
they served as the Company's principal accountant. Grant Thornton served as the
Company's principal accountant from September 27, 2006 until January 10, 2007,
but did not audit, or issue any report in respect of, any financial statements
of the Company during the course of their engagement by the Company.

PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee has adopted a policy requiring pre-approval by the
Audit Committee of all services (audit and non-audit) to be provided to the
Company by its independent auditor. In accordance with that policy, the Audit
Committee approved all non-audit services rendered to the Company by BDO in
Fiscal 2007 and has determined that the provision of non-audit services by such
auditors was compatible with maintaining their independence. Lazar Levine has
not provided the Company with any non-audit services.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Exhibit
Number Description of Exhibits.
- ------- --------------------------------------------------------------------
14 Registrant's Code of Ethics (incorporated by reference to Exhibit 14
to Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 2004, initially filed with the Securities and Exchange
Commission on July 22, 2004).

31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
of the Exchange Act.

31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
of the Exchange Act.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

COACTIVE MARKETING GROUP, INC.

By: /s/ Charles F. Tarzian
-------------------------------------
Charles F. Tarzian
President and Chief Executive Officer

Dated: July 27, 2007

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated:

Signature and Title Signature and Title
- -------------------------------------- --------------------------------------

By: /s/ Charles F. Tarzian By: /s/ Susan Murphy
---------------------------------- ----------------------------------
Charles F. Tarzian Susan Murphy
President and Chief Financial Officer
Chief Executive Officer and (Principal Financial Officer)
Director
(Principal Executive Officer)

Dated: July 27, 2007 Dated: July 27, 2007

By: /s/ Denise Felitti By: /s/ Herbert M. Gardner
---------------------------------- ----------------------------------
Denise Felitti Herbert M. Gardner
Vice President - Controller Director
(Principal Accounting Officer)

Dated: July 27, 2007 Dated: July 27, 2007

By: /s/ James H. Feeney By: /s/ Marc C. Particelli
---------------------------------- ----------------------------------
James H. Feeney Marc C. Particelli
Director Director

Dated: July 27, 2007 Dated: July 27, 2007

By: /s/ John A. Ward, III
----------------------------------
John A. Ward, III
Director

Dated: July 27, 2007