UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 16, 2005
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APPIAN, INC.
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(Exact name of registrant as specified in its charter)
Nevada 000-29605 88-0356052
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1631 W. Craig Road, #9103
North Las Vegas, Nevada 89032
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 974-2461
1414 Splendor Way, Salt Lake City, Utah 84124
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(Former name or former address, if changed since last report.)
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Item 1.01 Entry Into Material Definitive Agreement.
On June 16, 2005, Appian, Inc., a Nevada corporation ("Appian"),
entered into a Stock Purchase Agreement with Tolga Katas and Christine Marie
("Sellers") pursuant to which Appian agreed to purchase, and Sellers agreed to
sell, all of the issued and outstanding capital stock of Tolga Media, Inc., a
Nevada corporation. The terms of the transaction are summarized under Item 2.01
of this Form 8-K.
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Item 2.01 Completion of Acquisition or Disposition of Assets.
On June 16, 2005, Appian completed its purchase of all of the issued
and outstanding capital stock (the "Shares") of Tolga Media, Inc. a Nevada
corporation formed by the Sellers for the purpose of creating and developing
content for portable electronic devices such as cell phones, PDA's, and iPods,
pursuant to the terms of a Stock Purchase Agreement dated as of June 16, 2005 by
and between Appian and Sellers. The purchase price for the Shares consisted of a
total of 22,750,000 shares of restricted Appian common stock, of which
11,375,000 shares were issued to Tolga Katas and 11,375,000 shares were issued
to Christine Marie.
Tolga Media, Inc. had no ongoing operations as of the date of this
acquisition. In purchasing the stock of Tolga Media, Inc., Appian acquired the
talent and expertise of the Sellers, Tolga Katas and Christine Marie, and
acquired the Playlist concept, Gingerbread Media and other related concepts and
technologies developed or owned by Tolga Media, Inc. as of June 16, 2005, in
furtherance of Appian's business plan. It is contemplated that Sellers will each
have a seat on Appian's board of directors.
Although Tolga Media, Inc. was not, at the time of the acquisition,
actively engaged in business operations, the Sellers, who were the founders of
Tolga Media, Inc. are leaders in the creation and development of content for
portable electronic devices, and by acquiring Tolga Media, Inc., Appian acquired
the creative services of each of the Sellers. Appian's post-acquisition strategy
is for Mr. Katas to serve as Chief Executive Officer, President, Chairman of the
Board of Directors, and as a director of Appian, and for Christine Marie to
serve as Chief Operating Officer, vice president and a director of Appian.
This report contains forward-looking statements regarding our plans,
objectives, expectations, intentions, future financial performance, future
financial condition, and other statements that are not historical facts. You can
identify these statements by our use of the future tense, or by forward-looking
words such as "may," "will," "expect," "anticipate," "believe," "intend,"
"estimate," "continue," and other similar words and phrases. Examples of
forward-looking statements include the future operation of Appian and the future
involvement of Toga Katas and Christine Marie with Appian. These forward-looking
statements involve many risks and uncertainties. You should be aware that the
occurrence of any of these risks and uncertainties may cause our actual results
to differ materially from those anticipated in our forward-looking statements,
which could have a material adverse effect on our business, results of
operations, and financial condition. All forward-looking statements included in
this report are based on information available to us as of the date of this
report. We assume no obligation or duty to update any such forward-looking
statements.
The Stock Purchase Agreement provides that it may be rescinded upon the
mutual agreement of all parties in the event that Appian is unable to raise at
least $500,000 in investment capital on or prior to December 31, 2005.
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Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Not required pursuant to Rule 3-05(b)(2)(i) of Regulation S-X.
(b) Pro forma financial information.
Not required pursuant to Rule 11-01(b)(1) of Regulation S-X.
(c) Exhibits.
10.1 Stock Purchase Agreement dated June 16, 2005 by and among
Appian, Inc., as the Purchaser, and Tolga Katas and Christine
Marie, as the Sellers.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
APPIAN, INC.
Date: October 31, 2005 By: /s/ Stephen R. Fey
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Name: Stephen R. Fey
Title: Chief Financial Officer
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