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

                                2
<PAGE>

       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.

                                3
<PAGE>

     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.

                                4
<PAGE>

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
<PAGE>

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.

                                7
<PAGE>

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
<PAGE>

                           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
<PAGE>

                                      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
<PAGE>


                                      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
<PAGE>

                                      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
<PAGE>


                                      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
<PAGE>


                                      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