-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EKH6XwdaSThiaXErw+n6vLfTDUsYjcKGs99/Heko9wvGJEl4UeqK+Yrohw+6+U4W 92ABUWVecHVGbeVuZ+wyfA== 0000931731-05-000163.txt : 20050822 0000931731-05-000163.hdr.sgml : 20050822 20050822100355 ACCESSION NUMBER: 0000931731-05-000163 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050630 FILED AS OF DATE: 20050822 DATE AS OF CHANGE: 20050822 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APPIAN, INC. CENTRAL INDEX KEY: 0001016082 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 880356052 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-29605 FILM NUMBER: 051039949 BUSINESS ADDRESS: STREET 1: 4114 SPLENDOR WAY CITY: SALT LAKE CITY STATE: UT ZIP: 84124 BUSINESS PHONE: 8012434498 MAIL ADDRESS: STREET 1: 4114 SPLENDOR WAY CITY: SALT LAKE CITY STATE: UT ZIP: 84124 FORMER COMPANY: FORMER CONFORMED NAME: CYBER EXCELLENCE INC DATE OF NAME CHANGE: 20021106 FORMER COMPANY: FORMER CONFORMED NAME: CYBEREXCELLENCE INC DATE OF NAME CHANGE: 20000204 10QSB 1 appian-10qsb063005.txt APPIAN 10QSB 063005 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB ----------- Quarterly Report Under Section 13 or 15(d) Of the Securities and Exchange Act of 1934 For the Quarter Ended Commission File Number - --------------------- ---------------------- June 30, 2005 000-29605 Appian, Inc. ----------------- Former Name: Funnelcloud, Inc. (Name of Small Business Issuer in Its Charter) Nevada 88-0356052 ------ ---------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 4114 Splendor Way, Salt Lake City, Utah 84124 (Address of Principal Executive Offices) (Zip Code) (801) 243-4498 (Issuer's Telephone Number, Including Area Code) Securities registered under Section 12(b) of the Exchange Act: Title of Each Class Name of each Exchange on Which Registered - -------------------------------- ------------------------------------------ (Common Stock ($0.001 Par Value) None 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 reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] State the number of shares outstanding of each of the registrants classes of common equity, as of the latest practicable date: At June 30, 2005, the number of shares outstanding of the registrant's Common Stock, $0.001 par value (the only class of voting stock), was 34,348,118. TABLE OF CONTENTS PART I Page Item 1. Description of Business......................................3 Item 2. Description of Property......................................5 Item 3. Legal Proceedings............................................5 Item 4. Submission of Matters to a Vote of Security-Holders..........5 PART II Item 5. Market for Common Equity and Related Stockholder Matters.....6 Item 6. Management's Discussion and Analysis or Plan of Operation....7 Item 7. Financial Statements.........................................7 Item 8. Exhibits and Reports on Form 8-K............................ 9 Signatures.................................................. 9 PART I ITEM 1. DESCRIPTION OF BUSINESS History Appian, Inc. formerly Funnlecloud, Inc. and Cyberexcellence, Inc. (the "Company") was formed as a Nevada corporation on February 15, 1996, for the purpose of specializing in Internet "virtual mall" development. The Company changed its name to Funnelcloud, Inc. in April 2003 and to Appian, Inc. May 10, 2004. The Company was one of over 40 related companies whose plan was to create a virtual mall with theme based stores to sell merchandise over the Internet. The Company's former parent, Axia Group, Inc. (f/k/a CyberAmerica Corporation), a fully reporting company under the Exchange Act of 1934, through its now defunct subsidiary CyberMalls, Inc. was in the process of developing a specialized search engine. This search engine was designed to assist consumers in the purchase of products by narrowing the number of responses received when searching for a specific product. However, due to a lack of necessary funding CyberMalls, Inc.'s plans to create the search engine were dis continued. Consequently, the plans to create a virtual mall with at least 40 theme based stores with the 40 related companies including the Company's theme based virtual store were abandoned. The Company became a "blank check" or "shell" company during the last quarter of 1996 as a result of the inability of the Company's then parent to sufficiently fund the Company's planned operations and is currently seeking a business or businesses to acquire. General The Company is a "blank check" or "shell" corporation that seeks to identify and complete a merger or acquisition with a private entity whose business presents an opportunity for Company shareholders. The Company's management will review and evaluate business ventures for possible mergers or acquisitions. The Company has not yet entered into any agreement, nor does it have any commitment or understanding to enter into or become engaged in a transaction, as of the date of this filing. Further, the business objectives discussed herein are extremely general and are not intended to restrict the discretion of the Company's management. 3 A decision to participate in a specific business opportunity will be made based upon a Company analysis of the quality of the prospective business opportunity's management and personnel, asset base, the anticipated acceptability of business' products or marketing concepts, the merit of a business plan, and numerous other factors which are difficult, if not impossible, to analyze using any objective criteria. Selection of a Business The Company anticipates that potential business opportunities will be referred from various sources, including its officers and directors, professional advisors, securities broker-dealers, venture capitalists, persons involved in the financial community, and others who may present unsolicited proposals. The Company will not engage in any general solicitation or advertising for a business opportunity, and will rely on the personal contacts of Management and their affiliates, as well as indirect associations with other business and professional people. On June 16, 2005, Appian, Inc. purchased all the stock of Tolga Media Group, Inc., a Nevada corporation. There will be no impact on the financial statements of Appian, Inc. as Tolga Media Group, Inc. has no operating history and currently there are no operations in Tolga Media Group, Inc. This stock purchase agreement brings the knowledge and experience of Tolga Katas and Christine Marie to Appian, Inc. as they both will serve as directors of Appian, Inc. Government Regulation It is impossible to anticipate government regulations, if any, to which the Company may be subject until it has acquired an interest in a business. The use of assets to conduct a business which the Company may acquire could subject it to environmental, public health and safety, land use, trade, or other governmental regulations and state or local taxation. In selecting a business in which to acquire an interest, management will endeavor to ascertain, to the extent of the limited resources of the Company, the effects of such government regulation on the prospective business of the Company. In certain circumstances, however, such as the acquisition of an interest in a new or start-up business activity, it may not be possible to predict with any degree of accuracy the impact of government regulation. The inability to ascertain the effect of government regulation on a prospective business activity will make the acquisition of an interest in such business a higher risk. 4 Competition The Company will be involved in intense competition with other business entities, many of which will have a competitive edge over the Company by virtue of their stronger financial resources and prior experience in business. There is no assurance that the Company will be successful in obtaining suitable business opportunities. Employees The Company is a development stage company and currently has no employees. Executive officers will devote only such time to the affairs of the Company as they deem appropriate, which is estimated to be approximately 5 hours per month. Management of the Company expects to use consultants, attorneys, and accountants as necessary, and does not anticipate a need to engage any full-time employees so long as it is identifying and evaluating businesses. The need for employees and their availability will be addressed in connection with a decision whether or not to acquire or participate in a specific business venture. ITEM 2. DESCRIPTION OF PROPERTY The Company currently maintains its offices at the home of F. Briton McConkie, a director of the Company, 4114 Splendor Way, Salt Lake City, Utah 84124. The Company pays no rent for the use of this address. The Company does not believe that it will need to maintain an office at any time in the foreseeable future in order to carry out the plan of operation described herein. ITEM 3. LEGAL PROCEEDINGS The Company is currently not a party to any legal proceedings. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matter was submitted during the fiscal year covered by this report to a vote of security holders, therefore rendering this item inapplicable. 5 PART II ITEM 5. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND OTHER SHAREHOLDER MATTERS The Company currently has no public trading market. The Company intends to have Form 15c-(2)(11) filed on its behalf once a suitable business acquisition or merger has been completed in an effort to obtain a listing on the NASD over the counter bulletin board and create a public market. Management believes that the creation of a public trading market for the Company's securities would make the Company a more attractive acquisition or merger candidate. However, there is no guarantee that the Company will obtain a listing on the NASD over-the-counter bulletin board or that a public market for the Company's securities will develop or, if such a market does develop, that it will continue, even if a listing on the NASD over the counter bulletin board is obtained. Recent Sales of Unregistered Securities There were no sales of unregistered securities during the quarter ended June 30, 2005. Record Holders As of June 30, 2005, there were eighty-one (83) shareholders of record holding a total of 34,338,118 shares of Common Stock. The holders of the Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the Common Stock have no preemptive rights and no right to convert their Common Stock into any other securities. There are no redemption or sinking fund provisions applicable to the Common Stock. Dividends The Company has not declared any dividends since inception and does not anticipate paying any dividends in the foreseeable future. The payment of dividends is within the discretion of the Board of Directors and will depend on the Company's earnings, capital requirements, financial condition, and other relevant factors. There are no restrictions that currently limit the Company's ability to pay dividends on its Common Stock other than those generally imposed by applicable state law. 6 ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Plan of Operations The Company's plan of operation for the coming year, as discussed above, is to identify and acquire a favorable business opportunity. The Company does not plan to limit its options to any particular industry, but will evaluate each opportunity on its merits. The Company anticipates that its owners, affiliates, and consultants will provide it with sufficient capital to continue operations until the end of the year 2005, but there can be no assurance that this expectation will be fully realized. Results of Operations The Company's plan of operation for the coming year, is to identify and acquire a favorable business opportunity. The Company does not plan to limit its options to any particular industry, but will evaluate each opportunity on its merits. The Company anticipates that its owners, affiliates, and consultants will provide it with sufficient capital to continue operations until the end of the year 2005, but there can be no assurance that this expectation will be fully realized. Liquidity and Capital Resources As of June 30, 2005, the Company had no major assets. The Company is currently authorized to issue 100,000,000 shares of common stock, of which 34,338,118 shares are issued and outstanding, and 5,000,000 shares of preferred stock, none of which is outstanding as of June 30, 2005. Management is hopeful that becoming a reporting company will increase the number of prospective business ventures that may be available to the Company. Management believes that the Company has sufficient resources to meet the anticipated needs of the Company's operations through at least the calendar year ending December 31, 2005. The Company anticipates that its major shareholders will contribute sufficient funds to satisfy the cash needs of the Company through calendar year ending December 31, 2005. However, there can be no assurances to that effect, as the Company has no revenues and the Company's need for capital may change dramatically if it acquires an interest in a business opportunity during that period. Further, the Company has no plans to raise additional capital through private placements or public registration of its securities until a merger or acquisition candidate is identified. Upon consummation of a merger, the Company may decide to file the necessary and appropriate registration statements to register the affiliates' shares. In addition, it is the position of the small business division the securities and exchange commission that promoters or affiliates of blank check companies, as well as their transferees, are deemed to be "underwriters" of the securities issued both before and after any business combination. 7 The Company projects that its operating requirements will not exceed $15,000 over the next twelve months. If no acquisition candidate is found for the Company during this time, Management will loan the Company sufficient funds to cover these costs over the next twelve months. Management will prepare the necessary documentation to keep the Company current with its reporting requirements with the Securities & Exchange Commission and those costs will accrue on the Company's balance sheet. In the event that a merger or acquisition occurs over the next twelve months, the target company will be responsible for paying these costs back to the major shareholders, or the major shareholders may waive these costs depending on the nature of the acquisition or merger transaction. ITEM 7. FINANCIAL STATEMENTS The Company's unaudited financial statements for the Quarter ended June 30, 2005 are attached hereto as F-1 through F-7. 7 Appian, Inc. Unaudited Financial Statements June 30, 2005 F-1 INDEX TO FINANCIAL STATEMENTS Page Balance Sheet as of June 30, 2005...........................................F-3 Statement of Operations for the Three Months ended June 30, 2005 and 2004 and February 15, 1996 (Date of Inception) to June 30, 2005..................F-4 Statement of Stockholder's Equity ..........................................F-5 Notes to Condensed Financial Statements.....................................F-6 F-2 Appian, Inc. (A Development Stage Company) Unaudited Balance Sheet As of June 30, 2005 Assets Current Assets: Cash in bank $ 32 ---------- Total Assets $ 32 =========== Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 6,904 Accounts payable - related parties 37,033 ----------- Total Current Liabilities 43,937 ----------- Stockholders' deficit Preferred stock, $.001 par value; authorized 5,000,000 shares; - no shares issued Common stock, $.001 par value; authorized 100,000,000 shares; 34,348 shares issued and outstanding: 34,348,118 Additional paid-in capital 129,475 Deficit accumulated during development stage (207,728) ----------- Total Stockholders' Deficit (43,905) ----------- Total Liabilities and Stockholders' Deficit $ 32 =========== The accompanying notes are an integral part of these financial statements. F-3
Appian Way, Inc. (A Development Stage Company) Unaudited Statement of Operations For The Three Months ended June 30, 2005 and 2004 and Period From February 15, 1996 (Date of Inception) to June 30, 2005 Three months ended Six months ended Inception to June 30 June 30 June 30, 2005 2005 2004 2005 2004 ----------- ----------- ----------- ----------- ----------- Revenue: None $ -- $ -- $ -- $ -- $ -- ----------- ----------- ----------- ----------- ----------- Expenses: General and Administrative Costs 22,089 2,786 26,231 3,561 142,228 Research and Development -- -- -- -- 65,500 ----------- ----------- ----------- ----------- ----------- Operating Profit (Loss) (22,089) 2,786 (26,231) (3,561) (207,728) ----------- ----------- ----------- ----------- ----------- Provision for income taxes -- -- -- -- -- Net Loss $ (22,089) $ (2,786) $ (26,231) $ (3,561) $ (207,728) =========== =========== =========== =========== =========== Net loss per common share $ 0 $ 0 $ 0 $ 0 =========== =========== =========== =========== Weighted average number of shares outstanding - basic 15,348,118 11,313,118 =========== =========== A
The accompanying notes are an integral part of these financial statements F-4
Appian, INC. (A Development Stage Company) Statement of Cash Flows For The Three Months ended June 30, 2005 and 2004 and Period From February 15, 1996 (Date of Inception) to June 30, 2005 Inception June 30 June 30 through June 2005 2004 30, 2005 -------- -------- ---------- Cash flows from operating activities: Net loss $ (26,231) $ (3,561) $ (207,728) Adjustments to reconcile net loss to net cash used in operating activities: Changes in accounts payable 26,231 (2,128) 43,937 Issuance common capital stock - expenses - - 9,935 -------- -------- ---------- Net Change in Cash Flow From operations - (5,689) (153,856) -------- -------- ---------- Cash Flows From Investing Activities: - - - -------- -------- ---------- Cash Flow From Financing Activities: Proceeds from issuance of common stock - 7,000 153,888 Net Change in Cash - 1,311 32 Cash at Beginning of Period 32 - - -------- -------- ---------- Cash at End of Period $ 32 1,311 32 ======== ======== ==========
F-6 The accompany notes are an integral part of these financial statements Appian, Inc. (A Development Stage Company) Notes to Financial Statements 1. Organization The Company was incorporated under the laws of the State of Nevada on February 15, 1996 with the name of "Cyberexcellence, Inc." with authorized common stock of 20,000,000 shares at $0.001 par value, and authorized preferred stock of 5,000,000 shares at $0.001 par value. The Company changed its name to Funnelcloud, Inc. and on May 10, 2004 changed its name to Appian, Inc. On May 10, 2004 the authorized common capital stock was increased to 100,000,000 shares with the same par value. Ther terms of the preferred capital stock has not been determined by management. The Company is in the development stage and has not commenced any significant operations. 2. Summary of Significant Accounting Policies Accounting Methods The Company recognized income and expenses based on the accrual method of accounting. Dividend Policy The Company has not adopted a policy regarding payment of dividends. Income Taxes The Company utilizes the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on the differences between financial reporting and tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. An allowance against deferred tax assets is recognized when it is more likely than not that such tax benefits will not be realized. On June 30, 2005, the Company had a net operating loss carryforward of $185,639. The tax benefit of approximately $56,000 form the loss carryforward has been fully offset by a valuation reserve because the use of the future tax benefit is doubtful since the Company has no operations. The net operating loss will expire starting in 2014through 2026. Earnings (Loss) Per Share Basic and Diluted Net Income (Loss) Per Share Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equilivent shares outstanding as if shares had been issued on the exercise of any common or preferred share rights unless the exercise becomes antidilutive and then only the basic per share amounts are shown in the report. Financial and Concentration Risk The Company does not have any concentration or related financial credit risk. Revenue Recognition Revenue will be recognized on the sale and delivery of a product or the completion of a service provided. F-7 Appian, INC. (A Development Stage Company) Notes to Financial Statements 2. Summary of Significant Accounting Policies (continued) Advertising and Market Development The company will expense advertising and market development costs as incurred. Estimates and Assumptions Management uses estimates and assumptions in preparing financial statements in accordance with accounting principles generally accepted in the United States of America. Those estimates and assumptions affect the reported amounts of the assets and liabilities and the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Acutal results could vary from the estimates that were assumed in preparing those financial statements. Financial Instruments The carrying amounts of financial instruments are considered by management to be their estimated fair values. Recent Accounting Pronouncements The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements. F-8 Appian, INC. (A Development Stage Company) Notes to Financial Statements 3. CAPITAL STOCK During 2003 then Company completed private placement offerings of after split common shares of 831,168 for cash and 4,285,950 shares for services. During November 2003 the Company received $7,000 for the purchase of 70,000 common shares. The stock was issued in 2004. On May 5, 2004 the Company completed a forward common stock split of one outstanding share for three shares. This report has been prepared showing post split shares from inception. On June 16, 2005 the Company issued 22,750,000 shares in exchange for all of the stock (10,000 shares) of Tolga Media, Inc., a Nevada Corporation. 4. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES Officers-directors have acquired 72% of the common capital stock issued and have made no interest demand on loans to the Company of $14,944. 5. GOING CONCERN The Company intends to acquire interests in various business opportunities which, in the opinion of management, will provide a profit to the Company. However there is sufficient working capital for any future planned activity and to service its debt. Continuation of the Company as a going concern is dependent upon obtaining working capital for any future planned activity and management of the Company will be required to develop a strategy which will accomplish this objective. There can be no assurance that the Company can be successful in this effort. F-9 ITEM 8. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits on page 10 of this Form 10-QSB, and are incorporated herein by this reference. (b) Reports on Form 8-K. No reports on Form 8-K were filed during the period covered by this Form 10-QSB. 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, this 20th day of August, 2005. Appian, Inc. /s/ F. Briton McConkie --------------------------------------- F. Briton McConkie, President 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. Signature Title Date - --------- ----- ---- /s/ F. Briton McConkie - ----------------------------- F. Briton McConkie President August 20, 2005 /s/ Steven Fey - ----------------------------- Steven Fey Secretary August 20, 2005 8 INDEX TO EXHIBITS ----------------- Exhib. Page No. Description - ------ -------- ----------- 3(i) * Articles of Incorporation of Cyberexcellence, Inc., a Nevada corporation, filed with the State of Nevada on February 15, 1996 3(ii) * By-laws of the Company adopted on December 31, 1999. 4 * Employee Benefit Plan adopted on December 14, 1999. * Incorporated by reference from Form 10-SB filed February 18, 2000. 9 EX-31.1 2 ex31-1.txt CERT 302 - CEO Exhibit 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, F. Britton McConkie, Jr., Chief Executive Officer of the Appian, Inc. (the "registrant"), certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Appian, Inc. 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and -1- 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of our financial reporting internal controls which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. Date: AUGUST 22, 2005 /s/ F. BRITTON MC CONKIE, JR. - ----------------------------- F. Britton McConkie Chief Executive Officer -2- EX-31.2 3 ex31-2.txt CERT 302 - CFO Exhibit 31.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Stephen R. Fey, Principal Accounting Officer of the Appian, Inc., Inc. (the "registrant"), certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Appian, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and -1- 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of our financial reporting internal controls which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. Date: August 20, 2005 /s/ STEVEN R. FEY - ----------------------------- Steven R. Fey Principal Accounting Officer -2- EX-32.1 4 ex32-1.txt CERT 906 - CEO Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report of Appian, Inc. (the "Company") on Form 10-QSB for the period ending June 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, F. Britton McConkie, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ F. BRITTON MC CONKIE - ---------------------------- F. Britton McConkie Chief Executive Officer August 22, 2005 A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certifications are accompanying the Company's Form 10-QSB solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Form 10-QSB or as a separate disclosure document. EX-32.2 5 ex32-2.txt CERT 906 - CFO Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report of Appian, Inc. (the "Company") on Form 10-QSB for the period ending June 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Steven R. Fey, Principal Accounting Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ STEVEN R. FEY - ------------------------------ Steven R. Fey Principal Accounting Officer August 22, 2005 A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certifications are accompanying the Company's Form 10-QSB solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Form 10-QSB or as a separate disclosure document. -----END PRIVACY-ENHANCED MESSAGE-----