SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
(Mark One)
[ X ] Annual report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1999
[ ] Transition report under section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
Commission File Number 0-26027
ATOMIC GIANT.COM, INC.
(Name of small business issuer in its charter)
Utah 87-0626333
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
887 West Center Street, Orem, Utah 84057
(Address of principal executive offices)
84057
(Zip Code)
Issuer's telephone number, including area code 801-229-1288
Securities registered pursuant to Section 12(b) of the Exchange
Act: None
Securities registered under Section 12(g) of the Exchange Act:
No par value, Common Stock
(Title of class)
Check whether the Issuer (1) filed all reports required to be
filed by section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was
required to file such report(s), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]
Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is contained in this form, and no
disclosure will be contained, to the best of the registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this form 10-KSB or any
amendment to this Form 10-KSB. [ X ]
The issuer's revenue for its most recent fiscal year was: $ -0-
The aggregate market value of the issuer's voting stock held as
of March 8, 2000, by non-affiliates of the issuers was
$1,740,580.
As of December 31, 1999, the issuer had 625,000 shares of its no
par value common stock outstanding.
Transitional Small Business Format: Yes [ ] No [ X ]
Documents incorporated by reference: Incorporated by reference in
Part III of this report is the definitive proxy statement of the
Company for the 2000 annual meeting of stockholders, which the
Company proposes to file with the Securities and Exchange
Commission on or before April 29, 2000.
<PAGE>
PART I
Item 1. Description of Business.
The Company was formed as a Utah corporation in February
1999 for the purpose of engaging in the development and marketing
of various Internet and Internet related products and services,
including the development and marketing of web-based software.
The Company maintains web sites at www.atomicgiant.com and
www.datigen.com.
Web servers allow multi-user access to applications hosted
on the web server. The Company's focus is to take advantage of
the unique ability that web servers provide and to develop
applications that run on a web server that are useful,
productive, intuitive and customizable for corporations,
organizations and users in general.
The Company's goal is to replace costly desktop applications
with server-based software. Instead of pushing the interface to
the browser, the Company's technology uses standard HTML as the
application interface which provides significant advantages of
access speed, file size and compatibility. By developing
software for the web from the start and by pricing the software
per server, the Company has several competitive advantages.
Because the Company's products are server-based, users are
not required to have a particular software application installed
on their desktop. All that is required is a browser of their
choice (Netscape Communicator, Microsoft Internet Explorer,
etc.). This results in cost-effectiveness for the user company.
As the user company grows, new products licenses are not needed
for additional employees; thus decreasing the overall cost per
employee and increasing the user company's net profit.
The Company's products are developed to be cross-platform,
i.e., the software will run on any Unix, NT or Windows web
server. Nearly all companies already have all the software or
hardware that is required to run the Company's software. Any
software that the user company requires to use our products is
available for free on the Internet. This makes implementation
and maintenance easier for each user company's Information
Systems department.
The Company also has the ability to detect who is accessing
its products. By taking advantage of this user smart technology,
forms are auto-filled out with matching information that has been
stored in that user's profile, products can act differently based
on what is in the user's profile, etc.
The Company's products are user-customizable. Each user can
customize headers, footers, fonts, colors and even how the
product functions. Also, because the Company's products know who
is accessing them, how the product functions and who has access
to the products is customizable at any time by the product
administrators.
By taking advantage of the Company's technology, the Company
can offer its customers unprecedented, customized service based
on the customer's profile. When a customer logs on to the
Company's website, the Company can detect who they are and what
products they have purchased, Based on this information, the
Company can be smart as to what it shows the customer. For
instance, if a customer clicks on Downloads, the Company would
display only the downloads that are pertinent to the customer.
Because our products are server based, upgrades are simple
and more cost effective because it does not require every machine
be upgraded.
The Company's mission is to develop solutions that allow
customers to work productively and securely regardless of
geographic location, operating system or connection speed. Our
products:
Allow users access from virtually anywhere in the world
Work with all commonly used browsers (i.e., Internet
Explores and Netscape Navigator)
Require no client installation - 100% server based
Operate through a simple dial-up internet connection or an
advanced intranet
Function based on the rights of the user, allowing
additional security and personalization
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Provide productive time-saving solutions for the user
Are easy to use and install
The Company's products can run on the following platforms:
Win32: Windows 95, 98, Windows NT and MacOS X
Unix: Linux, SunOS, BSDOD, IRIX, HP-UX and AIX
Current Products
iTest. iTest is a web-based solution for implementing and
managing quality assurance manual testing. Manual testing
often comprises more than 50% of the test cycle. iTest
provides automated sequencing of written test cases. Test
results are stored along with the tester's name and the test
date and time. The tester follows step-by-step instructions
and completes the test sequence, registering pass/fail
conditions and comments along the way. A management view
shows real-time statistics such as number of test cases
passed, failed, not tested, percent passed and the percent
complete. Any company that has quality assurance testers
could use this product. Create test cases online, test them
online and use the same test case over and over.
ITest is a server based application that will:
Support most browser types and versions (i.e., Internet
Explorer and Netscape Navigator)
Create and edit test cases online
Repeat use of test cases via templates
Execute test cases online and save information for
reporting
Generate real-time statistics including number of test
cases passed, number of test cases failed, percent passed
and total percent complete
Capture user information, date, time and more
Retain previous test results through `Smart Memory'
feature
Support standard authentication
Change color themes, allowing each user to customize the
color
Userpro. Userpro allows each user the ability to create,
edit and expand values in their unique profile. Each user
can easily change values in their profile to manipulate
other Atomic Giant.com, Inc. scripts to act just the way
they want. Userpro is also a great employee directory;
allowing very customizable searching and intelligent display
options.
Products in Development
The Company has several products in various stages of
development that will provide solutions for the advertising,
marketing, sales and web-design application industries.
Datilink. Datilink is a web-based data management tool. In
many ways it has the same functionality and usefulness as
Microsoft Access; but our technology is web-based. Datilink
allows users to enter data, edit data, search and view data
through a simple web browser. It allows for as many
different databases as you wish to create (address book,
human resource forms, customer lists, products lists,
product orders, defect tracking, employee lists, etc.).
Data is simple to search, view, edit or delete. Nearly
everything is customizable based on user. Datilink also
captures the users profile and auto-fills out redundant
fields. This tool will allow even the non-technical user to
create, edit, modify and manage a database. Users will be
able to create and customize their own applications. By
using this tool as an engine, the Company will also develop
market specific browser-based applications. We anticipate
releasing the first version of this tool by the end of the
first quarter of 2000.
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Visual Telnet. Visual Telnet is a web-based command utility
for Unix and NT web servers. It allows a user to execute
commands via a browser and displays the results in an
intelligent view. A web-based GUI (Graphical User
Interface) for DOS and Unix commands.
File Manager. File Manager is a file management system for
web developers and ISPs (Internet Service Providers). Users
can browse through their directories and files, edit test
and html files online, upload new files or images or delete
unwanted files.
Sentinel. This program allows the user to profile and
manage. Built in scheduling allows custom scheduling of
computers, rooms or other resources. Email option notifies
person who has scheduled an item with a reminder. Manager
override option requires the manager of the resource to okay
its use before scheduling is allowed.
E-Read. For use with textbooks, scriptures, etc. Remembers
bookmarks, history, highlights, etc. by the user.
Information is stored in a user profile data file. This
file stores user specific information - bookmarks,
highlights, last read, favorite passages, etc. and displays
them in a useable format. Required Userpro technology.
The Market
The Company's software brings productivity software to the
internet. The goal is to develop browser based applications as
an alternative to the traditional client-server desktop software.
By dong so, the Company can serve both the internet needs and the
internal needs of a customer. By using browser-based technology,
geographic limitations are removed and companies can operate more
effectively. Therefore, the Company's products are targeted to
any and all companies, industries and users that require data
management capability. In particular, those users who need to
access data from more than one location.
Current key customers include Axent Technologies, Powerquest
Corporation and Legend Financial Group. Axent Technologies
currently uses iTest and other Atomic Giant technology. Axent
is also a Beta site for these tools and therefore, has not paid
the Company for use of the products.
Powerquest Corporation has purchased iTest and Userpro.
Legend Financial Group is currently using Atomic Giant
technology.
Distribution Methods
The Company is currently marketing its products through
direct sales and Internet sales. Sales leads are generated
through press reports, Internet leads and direct calling. As the
Company progresses in developing its products, it will
investigate additional methods of advertising and distribution.
Competition
The internet is the new frontier of commerce, so it
characterized by substantial growth and competition by many
businesses seeking to take advantage of this growing industry. A
substantial number of businesses are offering a variety of
internet services and programs to retailers, distributors and end-
users. Most of these businesses have substantially greater
financial and managerial resources than the Company. Although
the Company is not aware of any direct competitors, it is likely
that other software development companies may try to enter the
Company's target market.
Employees
The Company currently has six full time employees including
the services of the Company's President.
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Dependence on the Internet
The success of our services and products will depend in
large part upon the continued development and expansion of the
Internet. The Internet has experienced, and is expected to
continue to experience, significant, geometric growth in the
number of users and the amount of traffic. There can be no
assurance that the Internet infrastructure will continue to be
able to support the demands placed on it by this continued
growth. In addition, the Internet could lose its viability due
to delays in the development or adoption of new standards and
protocols (for example, the next-generation internet Protocol) to
handle increased levels of Internet activity, or due to increased
governmental regulation. There can be no assurance that the
infrastructure or complementary services necessary to make the
Internet a viable commercial marketplace will be developed, or,
if developed, that the Internet will become a viable commercial
marketplace for services and products such as those offered by
the Company.
Government Regulation
There is no government regulation that is significant to the
Company's proposed operations. However, at some time in the
future, the Company may become subject to government regulations
and legal uncertainties affecting the Internet. To date,
government regulations have not materially restricted the use of
the Internet. The legal and regulatory environment pertaining to
the Internet, however, is uncertain and may change. Both new and
existing laws may be applied to the Internet by state, federal or
foreign governments, covering issues that include:
sales and other taxes
user privacy
pricing controls
characteristics and quality of products and services
consumer protection
cross-border commerce
libel and defamation
copyright, trademark and patent infringement
pornography
other claims based on the nature and content of Internet
materials.
The adoption of any new laws or regulations or the new
application or interpretation of existing laws or regulations to
the Internet could hinder the growth in the use of the Internet
and other online services generally and decrease the acceptance
of the Internet and other online services as medial of
communications, commerce and advertising. The Company's business
may be harmed if any slowing of the growth of the Internet
reduces the demand for our products and services. In addition,
new legislation could increase our costs of doing business and
prevent us from delivering our products and services over the
Internet, thereby harming our business, financial condition and
results of operations.
We file tax returns in such states as required by law based
on principles applicable to traditional businesses. However, one
or more states could seek to impose additional income tax
obligations or sales tax collection obligations on out-of-state
companies, such as ours, which engage in or facilitate electronic
commerce. A number of proposals have been made at state and
local levels that could impose such taxes on the sale of products
and services through the Internet or the income derived from such
sales. Such proposals, if adopted, could substantially impair
the growth of electronic commerce and materially adversely affect
our business, financial condition and results of operations.
Legislation limiting the ability of the states to impose
taxes on Internet-based transactions has been enacted by the
United States Congress. However, this legislation, known a the
Internet Tax Freedom Act, imposes only a three-year moratorium,
which commenced October 1, 1998 and ends on October 21, 2001, on
state and local taxes on electronic commerce. It is possible
that the tax moratorium could fail to be renewed prior to October
21, 2001. Failure to renew this legislation would allow various
states to impose taxes on Internet-based commerce. The
imposition of such taxes could materially adversely affect our
business, financial condition and results of operations.
5
<PAGE>
Research and Development
The Company anticipates spending approximately $30,000 in
research and development efforts during the year 2000.
Item 2. Description of Property.
The Company currently leases office space of approximately
1,920 square feet at 887 West Center, Orem, Utah 84058. The
term of the lease is for one year and expires on the last day of
October 2000. The Company currently pays $1,365.00 per month.
The lease is renewable for additional terms up to three years.
In addition to office equipment, furnishings and computers
the Company owns the intellectual property rights to the products
it is currently marketing and developing. The Company is in the
process of investigating patent protection for all of its
products.
Item 3. Legal Proceedings.
No legal proceedings are threatened or pending against the
Company or any of its officers or directors. Further, none of
the Company's officers or directors or affiliates of the Company
are parties against the Company or have any material interests in
actions that are adverse to the Company's interests.
Item 4. Submission of Matters to a Vote of Securities Holders.
No matters were submitted during the fourth quarter of the
fiscal year covered by this report to a vote of security holders.
PART II
Item 5. Market for Common Equity and Related Stockholder
Matters.
The Company's common stock is listed on the Over the Counter
Bulletin Board ("OTCBB"), under the symbol "ATOG". As of
February 17, 2000, the Company had 181 shareholders holding
825,000 shares of common stock. Of the issued and outstanding
common stock, 450,000 shares are "restricted securities" as that
term is used in Rule 144 promulgated under the Securities Act of
1933. The restricted securities include 250,000 shares that were
acquired from the Company in February 1999, and may be sold
subject to complying with the conditions of Rule 144. The
remaining 200,000 shares of restricted securities were acquired
in January 2000, and may not be resold under Rule 144 until
January 2001.
The following quotations, as provided by the OTC Bulletin
Board, Nasdaq Trading & Market Services, represent prices between
dealers and do not include retail markup, markdown or commission.
In addition, these quotations do not represent actual
transactions. There was no market for the Company's common stock
prior to the third quarter of 1999.
CLOSING BID CLOSING ASK
HIGH LOW HIGH LOW
1999
Third Quarter 1.50 2.1250 4.50 3.125
Fourth Quarter 4.00 2.50 7.00 3.50
The Company has never declared a dividend on its Common
Stock. The Company has not paid, nor declared, any dividends
since its inception and does not intend to declare any such
dividends in the foreseeable future. The Company's ability to pay
dividends is subject to limitations imposed by Utah law. Under
Utah law, dividends may be paid to the extent that the
corporation's assets exceed its liabilities and it is able to pay
its debts as they become due in the usual course of business.
6
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Item 6. Management's Discussion and Analysis or Plan of
Operation.
The Company had no revenue from continuing operations for
the period from inception on February 10, 1999, to December 31,
1999. General and administrative expenses for the period in the
amount of $88,050 consisted of general corporate administration,
legal and professional expenses, and accounting and auditing
costs.
The Company had no interest expense in the period from
inception on February 10, 1999, to December 31, 1999. Interest
income in the period resulted from the investment of funds in
notes receivable which represent notes backed by trust deeds on
real estate holdings that pay 12% interest monthly. These notes
are for a period of six months or less. The Company collected
$84,195 in interest during 1999.
As a result of the foregoing factors, the Company realized a
net loss of $3,855 for the period ended December 31, 1999.
At December 31, 1999, the Company had working capital of
approximately $984,449 consisting substantially of notes
receivable and cash and cash equivalents. Management believes
that the Company has sufficient cash and short-term investments
to meet the anticipated needs of the Company's operations through
at least the next 12 months. These needs consist primarily of
research and development expenditures estimated at approximately
$30,000, and costs of implementing marketing programs for the
Company's products, which are as yet undetermined.
Item 7. Financial Statements.
The financial statements of the Company appear at the end of
this report beginning with the Index to Financial Statements on
page F-1.
Item 8. Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure.
None.
PART III
The information required by each of the Items listed below
is incorporated herein by reference to the definitive proxy
statement of the Company for the 2000 annual meeting of
stockholders, which the Company proposes to file with the
Securities and Exchange Commission on or before April 29, 2000:
Information required by "Item 9. Directors and Executive
Officers of the Registrant," is incorporated by reference to the
proposed caption "Directors and Executive Officers" in the proxy
statement;
Information required by "Item 10. Executive Compensation,"
is incorporated by reference to the proposed caption "Executive
Compensation" in the proxy statement;
Information required by "Item 11. Security Ownership of
Certain Beneficial Owners and Management," is incorporated by
reference to the proposed caption "Security Ownership of
Management and Principal Stockholders" in the proxy statement;
and
Information required by "Item 12. Certain Relationships and
Related Transactions," is incorporated by reference to the
proposed caption "Certain Relationships and Related Transactions"
in the proxy statement.
Item 13. Exhibits and Reports on Form 8-K
Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the
last calendar quarter of 1999.
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Exhibits
Copies of the following documents are included as exhibits
to this report pursuant to Item 601 of Regulation S-B.
Exhibit SEC Ref. Title of Document Location*
No. No.
1 (3)(i) Articles of Incorporation Form 10-SB
2 (3)(ii) Bylaws Form 10-SB
3 (10) Lease Agreement This filing
4 (10) Long Term Stock Incentive Plan This filing
5 (27) Financial Data Schedule **
* Exhibit No.'s 1 and 2 are incorporated herein by this
reference to the Company's Registration Statement on Form 10-SB
filed with the Securities and Exchange Commission on May 11,
1999.
** The Financial Data Schedule is presented only in the
electronic filing with the Securities and Exchange Commission.
8
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
ATOMIC GIANT.COM, INC.
Date: March 17, 2000 /s/ Steven Lloyd, President
Date: March 17, 2000 /s/ Joseph Ollivier, Chief Financial Officer
In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
Date: March 17, 2000 /s/ Steven Lloyd, Director
Date: March 17, 2000 /s/ Joseph Ollivier, Director
Date: March 17, 2000 /s/ Tracy Livingston, Director
Date: March 17, 2000 /s/ Josh James, Director
9
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ATOMIC GIANT.COM, INC.
(A Development Stage Company)
Index to Financial Statements
Page
Independent Auditors' Report F-2
Balance Sheet F-3
Statement of Operations F-4
Statement of Stockholders' Equity F-5
Statement of Cash Flows F-6
Notes to Financial Statements F-7
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
and Stockholders of
Atomic Giant.com, Inc.
We have audited the accompanying balance sheet of
Atomic Giant.com, Inc.(a development stage company), as
of December 31, 1999 and the related statements of
operations, stockholders' equity and cash flows for
the period February 10, 1999 (date of inception) to
December 31, 1999. These financial statements are the
responsibility of the Company's management. Our
responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally
accepted auditing standards. Those standards require
that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are
free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.
An audit also includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to
above present fairly, in all material respects, the
financial position of Atomic Giant.com, Inc., as of
December 31, 1999 and the results of its operations and
its cash flows for the period February 10, 1999 (date
of inception) to December 31, 1999, in conformity with
generally accepted accounting principles.
TANNER + CO.
Salt Lake City, Utah
January 4, 2000
F-2
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ATOMIC GIANT.COM, INC.
(A Development Stage Company)
Balance Sheet
December 31, 1999
Assets
Current assets:
Cash $22,179
Notes receivable 962,828
Total current assets 985,007
Property and equipment, net of accumulated 26,796
depreciation of $1,085
Total assets $1,011,803
Liabilities and Stockholders' Equity
Current liabilities-
accrued expenses 558
Commitments -
Stockholders' equity:
Common stock, no par value, 50,000,000 shares
authorized, 625,000 shares issued and outstanding 1,015,100
Accumulated deficit (3,855)
Total stockholders' equity 1,011,255
Total liabilities and stockholders' equity $1,011,803
See accompanying notes to financial statements.
F-3
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ATOMIC GIANT.COM, INC.
(A Development Stage Company)
Statement of Operations
February 10, 1999 (Date of Inception) to December 31, 1999
Revenue $ -
General and administrative expenses (88,050)
Other income - interest 84,195
Loss before income taxes (3,855)
Income tax benefit -
Net loss $ (3,855)
Loss per share - basic and diluted (.01)
Weighted average shares - basic and diluted 563,000
See accompanying notes to financial statements.
F-4
<PAGE>
ATOMIC GIANT.COM, INC.
(A Development Stage Company)
Statement of Stockholders' Equity
February 10, 1999 (Date of Inception) to December 31, 1999
Common Stock Accumulated
Shares Amount Deficit Total
Balance at February 10, 1999 - $ - $ - $ -
Issuance of common stock for cash,
net of $5,400 offering costs 625,000 994,600 - 994,600
Issuance of common stock warrants - 20,500 - 20,500
Net loss - - (3,855) (3,855)
Balance at December 31, 1999 625,000 $1,015,100 $ (3,855) $1,011,245
See accompanying notes to financial statements.
F-5
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ATOMIC GIANT.COM, INC.
(A Development Stage Company)
Statement of Cash Flows
February 10, 1999 (Date of Inception) to December 31, 1999
Cash flows from operating activities:
Net loss $ (3,855)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation 1,085
Issuance of common stock warrants 20,500
Increase in accrued liabilities 558
Net cash provided by
operating activities 18,288
Cash flows from investing activities:
Purchase of equipment (27,881)
Increase in notes receivable (962,828)
Net cash used in
investing activities (990,709)
Cash flows from financing activities -
issuance of common stock 994,600
Net increase in cash 22,179
Cash, beginning of period -
Cash, end of period $ 22,179
See accompanying notes to financial statements.
F-6
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ATOMIC GIANT.COM, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 1999
1.Organization Organization
and Summary Atomic Giant.com, Inc. (the Company) was
of Significant incorporated in the State of Utah on
Accounting February 10, 1999 for the purpose of, but
Policies not limited to, developing and marketing
various Internet and Internet-related
products and services.
In accordance with SFAS No. 7, the Company
is considered to be in the developmental
stage. The Company is devoting
substantially all of its efforts to
establishing a new business. No principal
operations have commenced and no
significant revenues have been derived from
operations.
Concentration of Credit Risk
The Company maintains its cash in bank
deposit accounts which, at times, may
exceed federally insured limits. The
Company has not experienced any losses in
such accounts and believes it is not
exposed to any significant credit risk on
cash and cash equivalents.
Cash and Cash Equivalents
For purposes of the statement of cash
flows, cash includes all cash and
investments with original maturities to the
Company of three months or less.
Property and Equipment
Property and equipment is recorded at cost
less accumulated depreciation.
Depreciation is provided using the straight-
line method over the estimated useful
lives.
Income Taxes
Deferred income taxes are provided in
amounts sufficient to give effect to
temporary differences between financial and
tax reporting.
Loss Per Share
The computation of basic loss per common
share is based on the weighted average
number of shares outstanding during each
period.
F-7
<PAGE>
ATOMIC GIANT.COM, INC.
(A Development Stage Company)
Notes to Financial Statements
Continued
1. Organization Loss Per Share - Continued
and Summary of The computation of diluted loss per common
Significant share is based on the weighted average
Accounting number of shares outstanding during the
Policies year plus the common stock equivalents
Continued which would arise from the exercise of
stock warrants outstanding using the
treasury stock method and the average
market price per share during the year.
Common stock equivalents are not included
in the diluted loss per share calculation
when their effect is antidilutive.
Use of Estimates in Financial Statements
The preparation of financial statements in
conformity with generally accepted
accounting principles requires management
to make estimates and assumptions that
affect the reported amounts of assets and
liabilities and disclosure of contingent
assets and liabilities at the date of the
financial statements. Actual results could
differ from those estimates.
2 Property Property and equipment consists of the following:
and Equipment
Computers and equipment
Office furniture and fixtures
F-8
<PAGE>
ATOMIC GIANT.COM, INC.
(A Development Stage Company)
Notes to Financial Statements
Continued
3.Notes Notes receivable consists of notes
Receivable receivable from a finance company. The
notes are secured by real property and bear
interest at 12%. Interest is due monthly
and the notes are due in February, March,
April and August 2000. All interest due
under the terms of the notes were paid
prior to December 31, 1999.
4.Income The benefit for income taxes is different
Taxes from amounts which would be provided by
applying the statutory federal income tax
rate to loss before benefit for income
taxes for the following reasons:
Deferred tax assets (liabilities) consist
of the following:
Federal income tax benefit at statutory
rate $ 1,000
Change in valuation allowance (1,000)
$ -
Net operating loss carryforwards $ 1,000
Valuation allowance (1,000)
$ -
At December 31, 1999, the Company has a net
operating loss carryforward available to
offset future taxable income of
approximately $3,000, which will begin to
expire in 2019. The utilization of the net
operating loss carryforward is dependent
upon the tax laws in effect at the time the
net operating loss carryforwards can be
utilized. The Tax Reform Act of 1986
significantly limits the annual amount that
can be utilized for certain of these
carryforward as a result of the change in
ownership.
F-9
<PAGE>
ATOMIC GIANT.COM, INC.
(A Development Stage Company)
Notes to Financial Statements
Continued
5. Supplemental There were no amounts paid for interest or
Cash Flow income taxes for the period February 10,
Disclosure 1999 (date of inception) to December 31,
1999.
6. Common Stock During February 1999, the Company granted
Warrants warrants to purchase 50,000 shares of
common stock. The warrants are exercisable
at a $1 per share and expire on January
2001. As of December 31, 1999 no warrants
had been exercised. The Company recognized
costs associated with the issuance of these
warrants in accordance with SFAS 123 of
$20,500.
7.Subsequent In January 2000, the Company acquired
Event certain technology from an individual and
developed a plan for operations.
F-10
Exhibit No. 3
Form 10-KSB
Atomic Giant.com, Inc.
File No. 0-26027
LEASE AGREEMENT
Randall Enterprises LLC, of Lehi, Utah, hereinafter referred
to as "landlord", hereby leases to DATIGEN.COM, INC. of Orem,
Utah, hereinafter referred to as "tenants", the premises
situated in Building #8 of the Abby Park Office Condo Buildings,
in Utah County, State of Utah, and more particularly described as
follows: 887 West Center, Orem, Utah 84058. Said lease is of
approximately 1,920 square feet and includes nine parking spaces
in the adjoining lot.
1. Said lease shall run for a term of one year, beginning on the
first day of November 1999 and continue until the last day of
October, 2000.
2. Tenant covenants and agrees to pay the landlord as rental for
said premises, the sum of $1365.99 on or before the 1st day of
each month. In the event that said rent or any part thereof
shall remain unpaid ten days after the same shall become due,
landlord shall be entitled to assess a penalty of 3% of the
unpaid amount. Further, landlord shall have such additional
remedies as are available at law.
3. As additional security to landlord, tenant shall prepay 1/2 of
last month's rent. Said payment in the amount of $680.00 shall
be paid to landlord on execution of this agreement.
4. Tenant further agrees to deliver up said premises to landlord
at the expiration of the lease term in as good an order and
condition as when the same were entered upon by tenant,
reasonable use and wear thereof and damage by the elements
excepted. Tenants shall make no structural changes to the
building without the express written consent of the landlord.
5. Responsibility for maintenance shall be as follows: Tenant
shall be responsible for interior decoration and janitorial
duties. Landlord shall be responsible for the roof, exterior
walls, interior walls, structural repair, exterior painting, yard
surfacing, plumbing equipment, heating and air conditioning,
electrical equipment, light globes and tubes, glass breakage,
trash removal and snow removal.
6. Responsibility for utilities, taxes and insurance shall be as
follows: Tenant shall be responsible for the power, heat, water,
telephone and fire insurance on personal property. Landlord
shall be responsible for real property tax, personal property
tax, fire insurance on building, glass insurance and any
increases in real property tax.
7. Tenant may enter into office sharing arrangements with other
companies in order to efficiently use the available space.
Landlord consents to said sub-letting of the premises in advance
without the necessity of further notice.
E-1
<PAGE>
8. Each party shall be responsible for losses resulting from
negligence or misconduct of himself, his employees or invites.
9. In the event of failure to faithfully perform any of the
terms or conditions of this agreement, the prevailing party shall
be entitled to all costs and reasonable attorney's fees.
10. At the end of this contract, lease may be renewed upon
approval by landlord and tenant for an additional 1, 2, or 3 year
term at no more than an increase of 2% per year.
11. Tenant understands that parking is at a premium around the
leased premises, and agrees that the use of more than nine spaces
can be grounds for termination of this agreement. However, in
the event that landlord desires to terminate this agreement based
upon overuse of parking spaces, tenant shall be entitled to 15
days written notice, and an opportunity to cure the problem.
12. Tenant shall have the right to provide and post its own sign
or signs, within the limits of existing law and aesthetic values.
13. Option is available to purchase existing Xerox copier 5328,
papers shredder, and two-drawer lateral file upon mutual
agreement of said parties.
15. "Tenant" agrees to give 45 days notice of non-renewal of
lease to give "landlord" time to release.
DATED this 12th day of October, 1999.
/s/ Scott D. Randall, Randall Enterprises LLC
/s/ Steven Lloyd, DATIGEN.COM, INC.
E-2
Exhibit No. 4
Form 10-KSB
Atomic Giant.com, Inc.
File No. 0-26027
DATIGEN.COM, INC.
LONG-TERM STOCK INCENTIVE PLAN
SECTION 1
GENERAL
1.1.Purpose. The Datigen.com, Inc., Long-Term Stock
Incentive Plan (the "Plan") has been established by Datigen.com,
Inc. (the "Company") to (i) attract and retain persons eligible
to participate in the Plan; (ii) motivate Participants, by means
of appropriate incentives, to achieve long-range goals; (iii)
provide incentive compensation opportunities that are competitive
with those of other similar companies; and (iv) further identify
Participants' interests with those of the Company's other
shareholders through compensation that is based on the Company's
common stock; and thereby promote the long-term financial
interest of the Company and the Subsidiaries, including the
growth in value of the Company's equity and enhancement of long-
term shareholder return.
1.2.Participation. Subject to the terms and conditions of
the Plan, the Committee shall determine and designate, from time
to time, from among the Eligible Persons (including transferees
of Eligible Persons to the extent the transfer is permitted by
the Plan and the applicable Award Agreement), those persons who
will be granted one or more Awards under the Plan, and thereby
become "Participants" in the Plan. In the discretion of the
Committee, a Participant may be granted any Award permitted under
the provisions of the Plan, and more than one Award may be
granted to a Participant. Awards may be granted as alternatives
to or replacement of awards outstanding under the Plan, or any
other plan or arrangement of the Company or a Subsidiary
(including a plan or arrangement of a business or entity, all or
a portion of which is acquired by the Company or a Subsidiary).
1.3.Operation, Administration, and Definitions. The
operation and administration of the Plan, including the Awards
made under the Plan, shall be subject to the provisions of
Section 4 (relating to operation and administration).
Capitalized terms in the Plan shall be defined as set forth in
the Plan (including the definition provisions of Section 6 of the
Plan).
SECTION 2
OPTIONS AND SARS
2. 1. Definitions.
E-3
<PAGE>
(a) The grant of an "Option" entitles the Participant to
purchase shares of Stock at an Exercise Price established by
the Committee. Options granted under this Section 2 may be
either Incentive Stock Options ("ISOs") or Non-Qualified
Options ("NQOs"), as determined in the discretion of the
Committee. An "ISO" is an Option that is intended to
satisfy the requirements applicable to an "incentive stock
option" described in section 422(b) of the Code. An "NQO"
is an Option that is not intended to be an "incentive stock
option" as that term is described in section 422(b) of the
Code.
(b) A stock appreciation right (an "SAR") entities the
Participant to receive, in cash or Stock (as determined in
accordance with subsection 2.5), value equal to (or
otherwise based on) the excess of: (a) the Fair Market Value
of a specified number of shares of Stock at the time of
exercise; over (b) an Exercise Price established by the
Committee.
2.2. Exercise Price. The "Exercise Price" of each Option
and SAR granted under this Section 2 shall be established by the
Committee or shall be determined by a method established by the
Committee at the time the Option or SAR is granted; except that
the Exercise Price shall not be less than 100% of the Fair Market
Value of a share of Stock on the date of grant.
2.3. Exercise. An Option and an SAR shall be exercisable in
accordance with such terms and conditions and during such periods
as may be established by the Committee.
2.4. Payment of Option Exercise Price. The payment of the
Exercise Price of an Option granted under this Section 2 shall be
subject to the following:
(a) Subject to the following provisions of this subsection 2.4,
the full Exercise Price for shares of Stock purchased upon
the exercise of any Option shall be paid at the time of such
exercise (except that, in the case of an exercise
arrangement approved by the Committee and described in
paragraph 2.4(c), payment may be made as soon as practicable
after the exercise).
(b) The Exercise Price shall be payable in cash or by tendering,
by either actual delivery of shares or by attestation,
shares of Stock acceptable to the Committee (including
Shares deemed issued for purposes of exercising a conversion
right under an Award), and valued at Fair Market Value as of
the day of exercise, or in any combination thereof, as
determined by the Committee.
(c) The Committee may permit a Participant to elect to pay the
Exercise Price upon the exercise of an Option by irrevocably
authorizing a third party to sell shares of Stock (or a
sufficient portion of the shares) acquired upon exercise of
the Option and remit to the Company a sufficient portion of
the sale proceeds to pay the entire Exercise Price and any
tax withholding resulting from such exercise.
2.5. Settlement of Award. Shares of Stock delivered
pursuant to the exercise of an option or SAR shall be subject to
such conditions, restrictions and contingencies as the Committee
may establish in the applicable Award Agreement. Settlement of
SARs may be made
E-4
<PAGE>
in shares of Stock (valued at their Fair Market Value at the time
of exercise), in cash, or in a combination thereof, as determined
in the discretion of the Committee. The Committee, in its
discretion, may impose such conditions, restrictions and
contingencies with respect to shares of Stock acquired pursuant
to the exercise of an Option or an SAR as the Committee
determines to be desirable.
SECTION 3
OTHER STOCK AWARDS
3.1. Definitions.
(a) A "Stock Unit" Award is the grant of a right to receive
shares of Stock in the future.
(b) A "Performance Share" Award is a grant of a right to receive
shares of Stock or Stock Units which is contingent on the
achievement of performance or other objectives during a
specified period.
(c) A "Restricted Stock" Award is an grant of shares of Stock,
and a "Restricted Stock Unit" Award is the grant of a right
to receive shares of Stock in the future, with such shares
of Stock or right to future delivery of such shares of Stock
subject to a risk of forfeiture or other restrictions that
will lapse upon the achievement of one or more goals
relating to completion of service by the Participant, or
achievement of performance or other objectives, as
determined by the Committee.
3.2. Restrictions on Stock Awards. Each Stock Unit Award,
Restricted Stock Award, Restricted Stock Unit Award and
Performance Share Award shall be subject to the following:
(a) Any such Award shall be subject to such conditions,
restrictions and contingencies as the Committee shall
determine. The Committee may designate whether any such
Award being granted to any Participant are intended to be "
performance-based compensation" as that term is used in
section 162(m) of the Code. Any such Awards designated as
intended to be "performance-based compensation" shall be
conditioned on the achievement of one or more Performance
Measures. For Awards intended to be "performance-based
compensation," the grant of the Awards and the establishment
of the Performance Measures shall be made during the period
required under Code section 162(m). The "performance
measures" that may be used by the Committee for such Awards
shall be based on one or more of the following, as selected
by the Committee:
(i) operating profits (including EBITDA), net
profits, earnings per share, profit returns and margins,
revenues, shareholder return and/or value, stock price, or
working capital, which may be measured on a Company,
Subsidiary, or business unit basis; or
(ii) any one or more of the performance criteria
set forth in the next preceding paragraph (i) measured on
the basis of a relative comparison of entity
E-5
<PAGE>
performance to the performance of a peer group of entities
or other external measure of the selected performance
criteria;
provided, that profit, earnings, and revenues used for any
performance measure shall exclude: gains or losses on
operating asset sales or dispositions; litigation or claim
judgments or settlements; accruals for historic
environmental obligations; effect of changes in tax law or
rate on deferred tax liabilities; accruals for
reorganization and restructuring programs; uninsured
catastrophic property losses; the cumulative effect of
changes in accounting principles; and any extraordinary non-
recurring items as described in Accounting Principles Board
Opinion No. 30.
SECTION 4
OPERATION AND ADMINISTRATION
4.1. Effective Date. Subject to the approval of the
shareholders of the Company in the manner required by the laws of
the state of Utah, the Plan shall be effective as of
____________, 2000 (the "Effective Date"); provided, however,
that to the extent that Awards are granted under the Plan prior
to its approval by shareholders, the Awards shall be contingent
on approval of the Plan by the shareholders of the Company. The
Plan shall be unlimited in duration and, in the event of Plan
termination, shall remain in effect as long as any Awards under
it are outstanding; provided, however, that, to the extent
required by the Code, no ISO may be granted under the Plan on a
date that is more than ten years from the date the Plan is
adopted or, if earlier, the date the Plan is approved by
shareholders.
4.2. Shares Subject to Plan. The shares of Stock for which
Awards may be granted under the Plan shall be subject to the
following:
(a) Subject to the following provisions of this subsection 4.2,
the maximum number of shares of Stock that may be delivered to
Participants and their beneficiaries under the Plan shall be
250,000.
(b) To the extent that any shares of Stock covered by an Award
are not delivered to a Participant or beneficiary because the
Award is forfeited or canceled, or the shares of Stock are not
delivered because the Award is settled in cash or used to satisfy
the applicable tax withholding obligation, such shares shall not
be deemed to have been delivered for purposes of determining the
maximum number of shares of Stock available for delivery under
the Plan.
(c) If the exercise price of any stock option granted under the
Plan or any Prior Plan is satisfied by tendering shares of Stock
to the Company (by either actual delivery or by attestation),
only the number of shares of Stock issued net of the shares of
Stock tendered shall be deemed delivered for purposes of
determining the maximum number of shares of Stock available for
delivery under the Plan.
E-6
<PAGE>
(d) Subject to paragraph 4.2(e), the following additional
maximums are imposed under the Plan.
(i) The maximum number of shares of stock that may be
issued by Options intended to be ISOs shall be 250,000
shares.
(ii) The maximum number of shares of Stock that may be
issued in conjunction with Awards granted pursuant to
Section 3 (relating to Stock Awards) shall be 250,000
shares.
(iii) The maximum number of shares that may be covered
by Awards granted to any one individual pursuant to Section
2 (relating to Options and SARs) shall be 50,000 shares
during any one-calendar year period.
(iv) No more than 50,000 shares of Stock may be subject to
Stock Unit awards, Restricted Stock Awards, Restricted Stock
Unit Awards and Performance Share Awards that are intended
to be "performance-based compensation" (as that term is used
for purposes of Code section 162(m)) granted to any one
individual during any one-calendar-year period (regardless
of when such shares are deliverable).
(e) In the event of a corporate transaction involving the
Company (including, without limitation, any stock dividend,
stock split, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off,
combination or exchange of shares), the Committee may adjust
Awards to preserve the benefits or potential benefits of the
Awards. Action by the Committee may include: (i) adjustment
of the number and kind of shares which may be delivered
under the Plan; (ii) adjustment of the number and kind of
shares subject to outstanding Awards; (iii) adjustment of
the Exercise Price of outstanding Options and SARs; and (iv)
any other adjustments that the Committee determines to be
equitable.
4.3. General Restrictions. Delivery of shares of Stock or
other amounts under the Plan shall be subject to the following:
(a) Notwithstanding any other provision of the Plan, the Company
shall have no liability to deliver any shares of Stock under
the Plan or make any other distribution of benefits under
the Plan unless such delivery or distribution would comply
with all applicable laws (including, without limitation, the
requirements of the Securities Act of 1933), and the
applicable requirements of any securities exchange or
similar entity.
(b) To the extent that the Plan provides for issuance of stock
certificates to reflect the issuance of shares of Stock, the
issuance may be effected on a non-certificated basis, to the
extent not prohibited by applicable law or the applicable
rules of any stock exchange.
4.4. Tax Withholding. All distributions under the Plan are
subject to withholding of all applicable taxes, and the Committee
may condition the delivery of any shares or other benefits under
the Plan on satisfaction of the applicable withholding
obligations. The Committee, in its discretion, and subject to
such requirements as the Committee may impose
E-7
<PAGE>
prior to the occurrence of such withholding, may permit such
withholding obligations to be satisfied through cash payment by
the Participant, through the surrender of shares of Stock which
the Participant already owns, or through the surrender of shares
of Stock to which the Participant is otherwise entitled under the
Plan.
4.5. Use of Shares. Subject to the overall limitation on
the number of shares of Stock that may be delivered under the
Plan, the Committee may use available shares of Stock as the form
of payment for compensation, grants or rights earned or due under
any other compensation plans or arrangements of the Company or a
Subsidiary, including the plans and arrangements of the Company
or a Subsidiary assumed in business combinations.
4.6. Dividends and Dividend Equivalents. An Award
(including without limitation an Option or SAR Award) may provide
the Participant with the right to receive dividend payments or
dividend equivalent payments with respect to Stock subject to the
Award (both before and after the Stock subject to the Award is
earned, vested, or acquired), which payments may be either made
currently or credited to an account for the Participant, and may
be settled in cash or Stock as determined by the Committee. Any
such settlements, and any such crediting of dividends or dividend
equivalents or reinvestment in shares of Stock, may be subject to
such conditions, restrictions and contingencies as the Committee
shall establish, including the reinvestment of such credited
amounts in Stock equivalents.
4.7. Payments. Awards may be settled through cash payments,
the delivery of shares of Stock, the granting of replacement
Awards or combination thereof as the Committee shall determine.
Any Award settlement, including payment deferrals, may be subject
to such conditions, restrictions and contingencies, as the
Committee shall determine. The Committee may permit or require
the deferral of any Award payment, subject to such rules and
procedures as it may establish, which may include provisions for
the payment or crediting of interest, or dividend equivalents,
including converting such credits into deferred Stock
equivalents. Each Subsidiary shall be liable for payment of cash
due under the Plan with respect to any Participant to the extent
that such benefits are attributable to the services rendered for
that Subsidiary by the Participant. Any disputes relating to
liability of a Subsidiary for cash payments shall be resolved by
the Committee.
4.8 Transferability. Except as otherwise provided by the
Committee, Awards under the Plan are not transferable except as
designated by the Participant by will or by the laws of descent
and distribution.
4.9 Form and Time of Elections. Unless otherwise specified
herein, each election required or permitted to be made by any
Participant or other person entitled to benefits under the Plan,
and any permitted modification, or revocation thereof, shall be
in writing filed with the Committee at such times, in such form,
and subject to such restrictions and limitations, not
inconsistent with the terms of the Plan, as the Committee shall
require.
4.10 Agreement With Company. An Award under the Plan shall
be subject to such terms and conditions, not inconsistent with
the Plan, as the Committee shall, in its sole
E-8
<PAGE>
discretion, prescribe. The terms and conditions of any Award to
any Participant shall be reflected in such form of written
document as is determined by the Committee. A copy of such
document shall be provided to the Participant, and the Committee
may, but need not require that the Participant shall sign a copy
of such document. Such document is referred to in the Plan as an
"Award Agreement" regardless of whether any Participant signature
is required.
4.11 Action by Company or Subsidiary. Any action required
or permitted to be taken by the Company or any Subsidiary shall
be by resolution of its board of directors, or by action of one
or more members of the board (including a committee of the board)
who are duly authorized to act for the board, or (except to the
extent prohibited by applicable law or applicable rules of any
stock exchange) by a duly authorized officer of such company.
4.12.Gender and Number. Where the context admits, words in
any gender shall include any other gender, words in the singular
shall include the plural and the plural shall include the
singular.
4.13.Limitation of Implied Rights.
(a) Neither a Participant nor any other person shall, by reason
of participation in the Plan, acquire any right in or title
to any assets, funds or property of the Company or any
Subsidiary whatsoever, including, without limitation, any
specific funds, assets, or other property which the Company
or any Subsidiary, in their sole discretion, may set aside
in anticipation of a liability under the Plan. A
Participant shall have only a contractual right to the Stock
or amounts, if any, payable under the Plan, unsecured by any
assets of the Company or any Subsidiary, and nothing
contained in the Plan shall constitute a guarantee that the
assets of the Company or any Subsidiary shall be sufficient
to pay any benefits to any person.
(b) The Plan does not constitute a contract of employment, and
selection as a Participant will not give any participating
person the right to be retained in the employ of the Company
or any Subsidiary, nor any right or claim to any benefit
under the Plan, unless such right or claim has specifically
accrued under the terms of the Plan. Except as otherwise
provided in the Plan, no Award under the Plan shall confer
upon the holder thereof any rights as a shareholder of the
Company prior to the date on which the individual fulfills
all conditions for receipt of such rights.
4.14.Evidence. Evidence required of anyone under the Plan
may be by certificate, affidavit, document or other information,
which the person acting on it considers pertinent and reliable,
and signed, made or presented by the proper party or parties.
SECTION 5
COMMITTEE
E-9
<PAGE>
5.1. Administration. The authority to control and manage
the operation and administration of the Plan shall be vested in a
committee (the "Committee") in accordance with this Section 5.
The Committee shall be selected by the Board, and shall consist
solely of one or more members of the Board who are not employees.
If the Committee does not exist, or for any other reason
determined by the Board, the Board may take any action under the
Plan that would otherwise be the responsibility of the Committee.
5.2. Powers of Committee. The Committee's administration of
the Plan shall be subject to the following:
(a) Subject to the provisions of the Plan, the Committee will
have the authority and discretion to select from among the
Eligible Persons those persons who shall receive Awards, to
determine the time or times of receipt, to determine the
types of Awards and the number of shares covered by the
Awards, to establish the terms, conditions, performance
criteria, restrictions, and other provisions of such Awards,
and (subject to the restrictions imposed by Section 6) to
cancel or suspend Awards.
(b) To the extent that the Committee determines that the
restrictions imposed by the Plan preclude the achievement of
the material purposes of the Awards in jurisdictions outside
the United States, the Committee will have the authority and
discretion to modify those restrictions as the Committee
determines to be necessary or appropriate to conform to
applicable requirements or practices of jurisdictions
outside of the United States.
(c) The Committee will have the authority and discretion to
interpret the Plan, to establish, amend, and rescind any
rules and regulations relating to the Plan, to determine the
terms and provisions of any Award Agreement made pursuant to
the Plan, and to make all other determinations that may be
necessary or advisable for the administration of the Plan.
(d) Any interpretation of the Plan by the Committee and any
decision made by it under the Plan is final and binding on
all persons.
(e) In controlling and managing the operation and administration
of the Plan, the Committee shall take action in a manner
that conforms to the articles and by-laws of the Company,
and applicable state corporate law.
5.3. Delegation by Committee. Except to the extent
prohibited by applicable law or the applicable rules of a stock
exchange, the Committee may allocate all or any portion of its
responsibilities and powers to any one or more of its members and
may delegate all or any part of its responsibilities and powers
to any person or persons selected by it. Any such allocation or
delegation may be revoked by the Committee at any time.
5.4. Information to be Furnished to Committee. The Company
and Subsidiaries shall furnish the Committee with such data and
information as it determines may be required for it to discharge
its duties. The records of the Company and Subsidiaries as to a
Participant's employment, termination of employment, leave of
absence, reemployment and compensation
E-10
<PAGE>
shall be conclusive on all persons unless determined to be
incorrect. Participants and other persons entitled to benefits
under the Plan must furnish the Committee such evidence, data or
information as the Committee considers desirable to carry out the
terms of the Plan.
SECTION 6
AMENDMENT AND TERMINATION
The Board may, at any time, amend or terminate the Plan,
provided that no amendment or termination may, in the absence of
written consent to the change by the affected Participant (or, if
the Participant is not then living, the affected beneficiary),
adversely affect the rights of any Participant or beneficiary
under any Award granted under the Plan prior to the date such
amendment is adopted by the Board; provided that adjustments
pursuant to subject to subsection 4.2(e) shall not be subject to
the foregoing limitations of this Section 6.
SECTION 7
DEFINED TERMS
In addition to the other definitions contained herein, the
following definitions shall apply:
(a) Award. The term "Award" shall mean any award or benefit
granted under the Plan, including, without limitation, the
grant of Options, SARs, Stock Unit Awards, Restricted Stock
Awards, Restricted Stock Unit Awards and Performance Share
Awards.
(b) Board. The term "Board" shall mean the Board of Directors
of the Company.
(c) Code. The term "Code" means the Internal Revenue Code of
1986, as amended. A reference to any provision of the Code
shall include reference to any successor provision of the
Code.
(d) Eligible Person. The term "Eligible Person" shall mean any
director, officer, employee or consultant of the Company or
a Subsidiary. An Award may be granted to a person in
connection with hiring, retention or otherwise prior to the
date the person first performs services for the Company or
the Subsidiaries, provided that such Award shall not become
vested prior to the date the person first performs such
services.
(e) Fair Market Value. For purposes of determining the "Fair
Market Value" of a share of Stock as of any date, the
following rules shall apply:
(i) If the principal market for the Stock is a national
securities exchange or the Nasdaq stock market, then the
"Fair Market Value" as of that date shall be the mean
between the lowest and highest reported sale prices of the
Stock on that date on the principal exchange which the Stock
is then listed or admitted to trading.
E-11
<PAGE>
(ii) If sale prices are not available or if the principal
market for the Stock is not a national securities exchange
and the Stock is not quoted on the Nasdaq stock market, the
average between the highest bid and lowest asked prices for
the Stock on such day as reported on the NASDAQ OTC Bulletin
Board Service or by the National Quotation Bureau,
Incorporated or a comparable service.
(iii) If the day is not a business day, and as a result,
paragraphs (i) and (ii) next above are inapplicable, the
Fair Market Value of the Stock shall be determined as of the
last preceding business day. If paragraphs (i) and (ii)
next above are otherwise inapplicable, then the Fair Market
Value of the Stock shall be determined in good faith by the
Committee.
(f) Subsidiaries. The term "Subsidiary" means any company
during any period in which it is a "subsidiary corporation"
(as that term is defined in Code section 424(f)) with
respect to the Company.
(g) Stock. The term "Stock" shall mean shares of common stock
of the Company.
E-12
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<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 22,179
<SECURITIES> 0
<RECEIVABLES> 962,828
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 985,007
<PP&E> 27,881
<DEPRECIATION> 1,085
<TOTAL-ASSETS> 1,011,803
<CURRENT-LIABILITIES> 558
<BONDS> 0
0
0
<COMMON> 1,015,100
<OTHER-SE> (3,855)
<TOTAL-LIABILITY-AND-EQUITY> 1,011,803
<SALES> 0
<TOTAL-REVENUES> 84,195
<CGS> 0
<TOTAL-COSTS> 88,050
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3,855)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,855)
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