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 event reported): January 18, 2000.
ATOMIC GIANT.COM INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-26027
UTAH 87-0626333
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4643 North Mile High Drive
Provo, Utah 84604
(Address of principal executive (Zip Code)
offices)
Registrant's Telephone Number: (801) 373-3990
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On January 5 and January 6, 2000, the board of directors of
Atomic Giant.com Inc., a Utah corporation ("Company"), executed
unanimous written consents making certain changes in management.
On January 5, 2000, Joseph Ollivier was appointed a director to
fill a vacancy created by the resignation of Scott Frazier.
Effective at 5:00 p.m. on January 18, 2000, Miles Pitcher and
Joshua Miller will resign as officers and directors, and the
following persons will be appointed officers and directors:
Joseph Ollivier Chairman of the Board, Chief
Financial Officer and Secretary
Steven Lloyd President, Chief Executive
Officer, and Director
Josh James Director
Tracy Livingston Director
The following table shows the number of shares of the
Company's common stock beneficially owned by the new management
members.
Common Options Percent
Shares or of
Warrants(1) Class(2)
Joseph Ollivier 45,000 75,000 13.3
Steven Lloyd (2) 200,000 25,000 26.5
Josh James -0- 25,000 2.9
Tracy Livingston -0- 25,000 2.9
_____________________
(1) Each of the new directors was granted an option to
purchase 25,000 shares of the company's common stock at an
exercise price of $2.25 exercisable on or before December
31, 2002, as an inducement to accept the position of
director of the Company.
(2) These figures represent the percentage of ownership of
the named individuals assuming each of them alone has
exercised his or her options or warrants.
(3) See Item 2, below, for information regarding the
transaction in which Mr. Lloyd acquired his shares.
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The change in management was effected in connection with the
recent acquisition of certain computer software and internet
assets from Steven Lloyd described in Item 2, below, and the
objective of the Company to implement a business based on these
products.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 5, 2000, the Company exercised its rights under
the letter agreement dated October 6, 1999, to acquire from
Steven Lloyd all of the computer software programs and websites
(including domain names) designated as WebTest, Forman, Userpro,
Visual Telnet, File Manager, Ping Pong, Sentinel, E-Read,
Datigent.com, Datigent.org, Datigent.net, Inshift.com,
Inshift.org, and Inshift.net which are used or useful for
offering and performing computer diagnostic and improvement
functions (collectively referred to as the "Product"). The
consideration for the acquisition consisted of yd to the
Corporation, 200,000 shares of the Corporation's restricted
common stock valued at $2.00 per share, or a total of $400,000.
The transaction was closed on January 18, 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements. None.
(b) Exhibits. Attached as Exhibit No. 1 (SEC Ref. Ex-10) is the
Letter of Intent, Dated October 6, 1999, pertaining to the
purchase of certain assets from Steven Lloyd.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.
EFFECTIVE as of the day and year first above written.
ATOMIC GIANT.COM, INC.
DATED: January 18, 2000 By: /s/ Miles Pitcher,President
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Exhibit No. 1
Form 8-K
Atomic Giant.com, Inc.
File Number: 0-26027
October 6, 1999
CONFIDENTIAL
LETTER OF INTENT
To: Steve Lloyd
Datigent
Pleasant Grove, Utah
With full corporate authority and under penalty of perjury, we
hereby make this letter of intent to purchase with the following
terms and conditions:
All of the rights, codes, and any appurtenances to the following
products and domain names in whatever stage of development owned
by Steve Lloyd:
WebTest, Forman, Userpro, Visual Telnet, File Manager, Ping Pong,
Sentinel, E-Read, Datigent.com, Datigent.org, Datigent.net,
Inshift.com, Inshift.org, and Inshift.net.
In exchange for the full and complete rights to the above
products and domain names, Atomic Giant.com, Inc. will issue
Steve Lloyd 100,000 shares of common stock. It is anticipated
that this transaction be done as soon as possible and no later
than January 2nd, 2000. It is also anticipated that Atomic
Giant.com, Inc. will change its name to Datigent, Inshift or some
other name. Steve Lloyd will become Chief Operating Officer of
the company on November 1st, 1999. It is understood that the
products developed by Mr. Lloyd are owned by him individually and
are not in any company ownership.
Signed,
Miles Pitcher Steve Lloyd
President Datigent
Atomic Giant.com, Inc.
Josh Miller
Vice President
Atomic Giant.com, Inc.
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