10-K 1 appian10k2004.txt APPIAN 10K 123105 U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. FORM 10-K Annual Report Under Section 13 or 15(d) Of the Securities and Exchange Act of 1934 For the Year Ended Commission File Number ------------------ ---------------------- December 31, 2004 000-29605 (Mark One) [X] Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2004 [ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 (No fee required) for the transition period from to Appian, 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.) 4014 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 None ($0.001 Par Value) 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 [ ] Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB [X]. The issuer's total consolidated revenues for the year ended December 31, 2004 were $ 0. At December 31, 2004, the number of shares outstanding of the registrant's Common Stock, $0.001 par value (the only class of voting stock), was 11,598,118. TABLE OF CONTENTS PART I Page ---- Item 1. Description of Business......................................1 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.....5 Item 6. Management's Discussion and Analysis or Plan of Operation....6 Item 7. Financial Statements.........................................7 Item 8. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure..........................8 PART III Item 9. Directors and Executive Officers.............................8 Item 10. Executive Compensation.......................................9 Item 11. Security Ownership of Certain Beneficial Owners and Management..............................................10 Item 12. Certain Relationships and Related Transactions..............10 Item 13. Exhibits and Reports on Form 8-K............................10 Signatures..................................................11 -2- 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. 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. -3- 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. Management's reliance on "word of mouth" may limit the number of potential business opportunities identified. Acquisition of a Business ------------------------- 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. 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. -4- ITEM 2. DESCRIPTION OF PROPERTY The Company currently maintains its offices at 4014 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. 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 calendar year 2004. There as an issuance of 75,000 shares of common stock for services. Record Holders -------------- As of December 31, 2003, there were Eighty-one (81) shareholders of record holding a total of 11,598,118 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. -5- 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. ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Plan 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 2004, but there can be no assurance that this expectation will be fully realized. Results of Operations --------------------- The Company had no revenue from continuing operations from inception through period ended December 31, 2004. The Company worked on developing security related software during 2003. It was determined at the end of the year that the project was not viable and was abandoned. Most of the expenses incurred during 2003 were software development costs and consultant costs totaling $130,201. Other general and administrative expenses for the period ended December 31, 2003 were $15,003. General and administrative expenses of $17,249 for 2004 consisted of expenses to keep the Company in good corporate standing, fees to Transfer Agents, and minimal expenses for office. The Company had a net loss of $17,249 and $145,204 for the periods ending December 31, 2004 and December 31, 2003 respectively . -6- The Company does not expect to generate any meaningful revenue or incur operating expenses unless and until it acquires an interest in an operating company. Liquidity and Capital Resources ------------------------------- As of December 31, 2004, the Company had no major assets. The Company is currently authorized to issue 100,000,000 shares of common stock, of which 11,598,118 shares are issued and outstanding, and 5,000,000 shares of preferred stock, none of which is outstanding as of December 31, 2003. 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. 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, shareholders will loan the Company sufficient funds to cover these costs over the next twelve months. Management will provide their expertise in preparing 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 audited financial statements for the fiscal year ended December 31, 2004 are attached hereto as F-1 through F-9. -7- Appian, Inc Financial Statements and Report of Independent Certified Public Accountants December 31, 2004 F-1 INDEX TO FINANCIAL STATEMENTS Page Audited Balance Sheet as of December 31, 2004 ..............................F-3 Audited Statement of Operations for the years ended December 31, 2004 and 2003 and February 15, 1996 (Date of Inception) to December 31, 2004...............F-4 Audited Statement of Cash Flows for the year ended December 31, 2004 and 2003 and February 15, 1996 (Date of Inception) to December 31, 2004...............F-5 Audited Statement of Stockholder's Equity for the year ended December 31, 2004.....................................................................F-6 Notes to Condensed Financial Statements......................................F-7 F-2 Madsen & Associates CPAs, Inc. 684 EAST Vine Street, SUITE 3 SALT LAKE CITY, UTAH 84107 PHONE: 801-268-2632 FAX: 801-262-3978 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Board of Directors of Appian, Inc. Salt Lake City, Utah We have audited the accompanying balance sheet of Appian, Inc. (a development stage company) at December 31, 2004 and the related statements of operations, stockholders' equity and cash flows for the years ended December 31, 2004 and 2003, the period from February 15, 1996 (date of inception) to December 31, 2004. 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 of the Public Company Accounting Oversight Board (PCAOB). 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 Appian, Inc. (a development stage company) as of December 31, 2004, and the results of its operations and its cash flows for the years ended December 31, 2004 and 2003, and the period from February 15, 1996 (date of inception) to December 31, 2004 in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring operating losses from operations from its inception and has very limited working capital. These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters are also described in Note 4. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. June 15, 2005 Salt Lake City, Utah /s/ Madsen $ Associates, CPAs, Inc. ------------------------------------ F-3 Appian, INC. (A Development Stage Company) Balance Sheet As of December 31, 2004 Assets Current Assets: Cash in bank $ 32 ----------- Total Assets $ 32 =========== Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 11,670 Accounts payable - related parties 6,036 ---------- Total Current Liabilities 17,706 ---------- 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; 11,598 shares issued and outstanding: 11,598,118 Additional paid-in capital 152,225 Stock subscriptions received 7,000 Deficit accumulated during development stage (181,497) ----------- Total Stockholders' Deficit (7,674) ----------- Total Liabilities and Stockholders' Deficit $ 32 =========== The accompanying notes are an integral part of these financial statements F-4 Appian, INC. (A Development Stage Company) Statement of Operations Years ended December 31, 2004 and 2003 and Period From February 15, 1996 (Date of Inception) to December 31, 2004 Inception through Dec. 31, 2004 2003 2004 ---------- ---------- --------- Revenues: None $ -- $ -- $ -- ---------- ---------- --------- -- $ -- $ -- ---------- ---------- --------- Expenses: Consultants 7,500 98,130 105,630 Software development costs - 32,071 32,071 Administrative costs 9,749 15,003 43,796 ---------- ---------- --------- 17,249 145,204 181,497 ---------- ---------- --------- Net Loss $ 17,249) (145,204) (181,497) ========== ========== ========= Net Loss Per Common Share - basic $ -- (.01) ========== ========== Average Outstanding Shares 11,456 9,707 (stated in thousands) ========== ========== The accompanying notes are an integral part of these financial statements F-5 Appian, INC. (A Development Stage Company) Statement of Cash Flows Years ended December 31, 2004 and 2003 and Period From February 15, 1996 (Date of Inception) to December 31, 2004

The accompanying notes are an integral part of these financial statements F-6 Appian, INC. (A Developmental Stage Company) Statement of Changes In Stockholders' Equity Period From February 15, 1996 (Date of Inception) to December 31, 2003

The accompany notes are an integral part of these financial statements F-7 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 December 31, 2004, the Company had a net operating loss carryforward of $164,248. The tax benefit of approximately $49,000 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 2013 through 2024. 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. 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. 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. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS The Company's auditors changed their name during 2003 from Sellers & Andersen to Madsen & Associates, CPAs, Inc. The Company has had no disagreements with its independent accountants. PART III ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS The following individuals constitute the Company's Executive Officers and Directors. Name Age Position ---- --- -------- F. Briton McConkie, Jr. 57 President and Director Steven R. Fey 56 Secretary, Treasurer and Director F. Briton McConkie, Jr., Age 59. Mr. McConkie was appointed president and a director of the Company in January, 2002, and will serve until his successor is duly elected and qualified. Mr. McConkie graduated from the University of Utah with a degree in Political Science and Marketing in 1972. Mr. McConkie has served as Director of Wasatch Capital, Inc. in Salt Lake City, Utah since 1993. Steven R. Fey graduated from Brigham Young University with a B.S. in accounting. He received an MBA degree from the University of Southern California. Along with Mr. McConkie, Mr. Fey served as a Director of Venture Capital/Funding with Wasatch Capital, Inc. in Salt Lake City, Utah since 1993. No other persons are expected to make any significant contributions to the Company who are not executive officers or directors of the Company. All executive officers are elected by the Board and hold office until the next Annual Meeting of stockholders and until their successors are elected and qualify. Compliance with Section 16(a) of the Exchange Act During the fiscal year ended December 31, 2004, no Officers or Directors of the Company, or owners of in 10% or more of the outstanding shares of the Company failed to file reports required by Section 16(a) on a timely basis. 8 ITEM 10. EXECUTIVE COMPENSATION No cash compensation was paid to any officers of the company during the fiscal years ended December 31, 2004 or 2003. The Company in 1996 also issued Axia Group, Inc. (f/k/a CyberAmerica Corporation) 1,000,000 shares for the organizational cost of the Company valued at $1,000. There is currently no policy in place that prevents the Company from compensating its present or any future officer, director or affiliate in the form of the Company's shares of common stock or other non-cash compensation. The Company has no current plans to compensate any of the aforementioned entities in this manner in the foreseeable future. However, the Company may agree to register the shares pursuant to an appropriate registration statement on or after the Company effects a merger or acquisition. The Company has no agreement or understanding, express or implied, with any officer, director or principal stockholder, or their affiliates or associates, regarding employment with the Company or compensation for services. The Company has no plan, agreement, or understanding, express or implied, with any officer, director or principal stockholder, or their affiliates or associates, regarding the issuance to such persons of any shares of the Company's authorized and unissued common stock. There is no understanding between the Company and any of its present stockholders regarding the sale of a portion or all of the common stock currently held by them in connection with any future participation by the Company in a business. There are no other plans, understandings, or arrangements whereby any of the Company's principal stockholders, or any of their affiliates or associates, would receive funds, stock, or other assets in connection with the Company's participation in a business. No advances have been made or contemplated by the Company to any of its principal stockholders, or any of their affiliates or associates. There is no policy that prevents management from adopting a plan or agreement in the future that would provide for cash or stock based compensation for services rendered to the Company. Upon the merger or acquisition of a business, it is possible that current management will resign and be replaced by persons associated with the business acquired, particularly if the Company participates in a business by effecting a stock exchange, merger, or consolidation. In the event that Richard Surber remains after effecting a business acquisition, his time commitment and compensation will likely be adjusted based on the nature and location of such business and the services required, which cannot now be foreseen. No compensation in excess of $100,000 was awarded to, earned by, or paid to any executive officer of the company during the years 1999 to 2001. The following table provides summary information for each of the last three fiscal years concerning cash and non-cash compensation paid or accrued by Richard Surber, the Company's chief executive officer for the past three years. SUMMARY COMPENSATION TABLE 9

Compensation of Directors Currently there are no plans to compensate the Directors of the Company for their services. ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of April 8, 2001, the number and percentage of outstanding shares of common stock which, according to the information supplied to the Company, were beneficially owned by (i) each current director of the Company, (ii) each current executive officer of the Company, (iii) all current directors and executive officers of the Company as a group, and (iv) each person who, to the knowledge of the Company, is the beneficial owner of more than 5% of the Company's outstanding common stock. Except as otherwise indicated, the persons named in the table below have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws (where applicable). Name and Address of Beneficial Amount and Nature of Title of Class Ownership Beneficial Ownership Percent of Class -------------- ------------------------------ -------------------- ---------------- Common Stock F. Briton McConkie 4,000,000 36% 4114 Splendor Way Salt Lake City, Utah Common Stock Stephen Fey 4,000,000 36% Common Stock All Executive Officers and 8,000,000 72% Directors as a Group

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS During the past two years the Company has not been a party to any material transaction or series of transactions with any Director or Executive Officer of the Company, any nominee for election as a Director of the Company or any beneficial owner of 5% or more of the Company's outstanding common stock, nor is the Company involved in any such proposed transactions. ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibits required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits on page 12 of this Form 10-KSB, 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-KSB. 10 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 13rd day of July, 2005. Cyberexcellence, Inc. /s/ F. Briton McConkie, Jr. --------------------------------------- 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, Jr. ----------------------------- F. Briton McConkie, Jr. President, Director July 13, 2005 /s/ Steven R. Fey ----------------------------- Steven R. Fey Secretary, Director July 13, 2005 11 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. 12

APPIAN, INC. 10-K