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SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549

FORM 10-K/A(Amendment No. 1)

|ý                                                            | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
|------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------
|OR                                                          
|o                                                            | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                                        
|For the transition period
from                            to

COMMISSION FILE NUMBER: 0-26795

TANNING TECHNOLOGY CORPORATION(Exact Name of Registrant as Specified in Its Charter)

|Delaware(State or other jurisdiction of
Incorporation or organization)                             |  | 84-1381662(I.R.S. Employer
Identification Number)
|-------------------------------------------------------------------------------------------------- |  | -------------------------------------------------
|4600 South Syracuse Street, Suite 300
Denver, Colorado(Address of principal executive offices)     |  | 80237(Zip Code)                                  
|Registrant's telephone number, including area code:(303) 220-9944                                 
|Securities registered pursuant to Section 12(b) of the Act:None                                   
|Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01 par value per share

Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 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 ý    No o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K.    o

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 under the
Act). Yes o    No ý

As
of February 10, 2003, the aggregate market value of common stock held by non-affiliates of the Registrant approximated $8.0 million based upon the closing
price of the common stock as reported on the Nasdaq National Market as of the close of business on that date. Shares of common stock held by each executive officer and director and by each entity that
owns 10% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive
determination for other purposes.

As
of February 10, 2003, there were 20,802,305 shares of common stock outstanding.

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Explanatory Note

This Amendment No. 1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2002 is being filed to provide
the information required by Part III herein. This Amendment No. 1 amends and restates Part III, Items 10, 11, 12 and 13.

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

Certain statements contained in this Annual Report on Form 10-K, including information with respect to our future
business plans, constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act which are subject to the "safe harbor"
created by those sections. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing,
the words "believes," "plans," "expects," "anticipates" and similar expressions are intended to identify forward-looking statements. There are a number of important factors that could cause our
results to differ materially from those indicated by such forward-looking statements. These factors include those set forth in Item 1 "BusinessRisks Related to Our Business". We undertake
no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

2

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table contains information regarding our executive officers and directors.

|Name                   |  | Age |  | Position                                                                
|---------------------- |  | --- |  | ------------------------------------------------------------------------
|Gregory A. Conley      |  | 48  |  | Director, Chief Executive Officer, President and Chief Operating Officer
|Larry G. Tanning       |  | 55  |  | Chairman of the Board                                                   
|Katherine L. Scherping |  | 43  |  | Chief Financial Officer and Treasurer                                   
|Mark S. Teflian        |  | 46  |  | Vice President, Strategic Business Development and Solutions            
|Adesh K. Gupta         |  | 42  |  | Vice President, Global Service Delivery                                 
|Henry F. Skelsey       |  | 44  |  | Vice Chairman of the Board                                              
|Frederick H. Fogel     |  | 43  |  | Director                                                                
|Christopher P. Mahan   |  | 36  |  | Director                                                                
|Joseph P. Roebuck      |  | 66  |  | Director                                                                

Gregory A. Conleyhas been a director and our President and Chief Operating Officer since November 2001 and our Chief Executive
Officer since August 2002. From December 1999 until September 2001, Mr. Conley was the Global General Manager of e-markets at IBM Corporation, a computer
hardware, software and services provider. From May 1995 until December 1999, Mr. Conley served as General Manager of IBM's travel and transportation industry business. From 1989
to 1995, Mr. Conley worked at Galileo International, an electronic distribution services provider for the travel industry, and its Covia subsidiary, a developer of message-oriented middleware,
reaching the position of President and CEO of Galileo. From 1984 to 1989, Mr. Conley was a corporate attorney at Covington & Burling, a Washington, D.C. law firm. Mr. Conley holds
a B.S.E.E. from Purdue University and a J.D. from Georgetown University.

Larry G. Tanning, a co-founder of Tanning, has been our Chairman of the Board since January 1997. He also served as our
Chief Executive Officer from January 1997 until August 2002, as our President from January 1997 until November 2001, and as the President of our predecessor entities from
July 1993. Mr. Tanning has a B.S. degree in marketing from the University of Minnesota and an M.S. equivalent degree in business management with the American Management Association in
New York, New York.

Katherine L. Scherpinghas been our Chief Financial Officer since August 2002 and our Treasurer since April 1999. From
April 1999 until August 2002 she served as our Director of Finance. From April 1998 until April 1999, Ms. Scherping served as Director of Internal Reporting and
Technical Accounting for AT&T Broadband & Internet Services (formerly Tele-Communications, Inc.), and from January 1996 until September 1997, she served as
Corporate Controller for ADT Security Services, Inc. Ms. Scherping served in various financial roles from 1990 to 1996 with Alert Centre, Inc., prior to their acquisition by ADT,
most recently as Controller and Treasurer. Ms. Scherping served as an Operations Accounting Manager for Apache Corporation from 1987 until 1990. She served as the SEC Registration Supervisor
for Quinoco Petroleum from 1984 until 1986, after serving on the audit staff of Arthur Andersen & Co. from 1981 until 1984, most recently as an Audit Supervisor. Ms. Scherping received
her B.S. degree in Accounting from Northern Illinois University and is a Certified Public Accountant.

Mark S. Teflianhas been our Vice President, Strategic Business Development and Solutions since July 2001. Mr. Teflian was
the founder and President of TimeØ/PerotSystems, a leading builder of

3

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Digital Marketplaces, from May 1997 until January 2001. From May 1996 until May 1997, Mr. Teflian was a Senior Vice President and Chief Technology Officer at
Nets Inc., a manufacturing products e-commerce provider. He served as President of Covia Technologies from March 1991 until December 1995, and as Senior Vice President
and Chief Information Officer of Covia Partnership/Galileo International from January 1988 until March 1991. From March 1987 until January 1988 Mr. Teflian served as
Vice President of Distributed Systems and Strategic Technology at United Airlines.

Adesh K. Guptahas been our Vice President, Global Service Delivery since October 2002. Mr. Gupta served as our Director of
Technology Management from January 2002 until October 2002, as Regional Service Delivery Director for the Central Region from October 2000 until January 2002, as a Practice
Leader from January 1997 until September 2000, and as a Consultant from October 1993 until January 1997. From October 1990 until September 1993,
Mr. Gupta server as senior software engineer at Tower Technology Pvt. Ltd. in Sydney, Australia. From March 1985 until September 1990, Mr. Gupta served as a senior
engineer at the Center for Development of Telemetics, C-DoT, in New Delhi, India. Mr. Gupta has a Masters of Computer Science and Technology from University of Roorkee, India, and a
Bachelor of Electrical Engineering from MNR Engineering College, University of Allahabad, India.

Henry F. Skelseyhas been our Vice Chairman of the Board since August 2002. He served as our Executive Vice President and Chief
Financial Officer from September 1998 until August 2002. Mr. Skelsey has served as a director of Tanning since our incorporation in January 1997. From March 1988
until August 1998, Mr. Skelsey was a Managing Director of AEA Investors Inc., an investment firm and the parent of AEA Tanning Investors Inc., which is a beneficial owner
of our Common Stock. From 1984 until 1988 Mr. Skelsey was employed by Lehman Brothers, an investment bank, where he last served as Vice President, Merchant Banking. Mr. Skelsey has an
M.B.A. degree from the Darden School at the University of Virginia and a B.S. degree in economics and finance from George Mason University.

Frederick H. Fogelhas been a director since August 2002. He served as our Executive Vice President, Business Affairs and General
Counsel from October 2001 until August 2002. Mr. Fogel served as our Senior Vice President, Business Affairs and General Counsel from February 2000 until
October 2001, and joined us as Vice President, Business Affairs and General Counsel in July 1999. Mr. Fogel was a partner at the law firm of Fried, Frank, Harris, Shriver &
Jacobson from 1992 until November 2002, and was an associate at the firm from 1986 to 1992. Mr. Fogel currently serves as Managing Director and General Counsel for Ziff Brothers
Investments. Mr. Fogel has a J.D. and an A.B. degree in philosophy from Harvard University.

Christopher P. Mahanhas been a director since our incorporation in January 1997. Mr. Mahan was a Director at AEA
Investors Inc. from December 1997 to February 2003 and is currently a Director of its successor entity, AEA Investors LLC. He has been associated with AEA Investors Inc.
since August 1991. AEA Investors Inc. is the parent of AEA Tanning Investors Inc., which is a beneficial owner
of our Common Stock. From August 1989 to August 1991, Mr. Mahan was a consultant with Bain & Company, a management consulting company. Mr. Mahan has a B.A. degree in
economics and history from Amherst College.

Joseph P. Roebuckhas been a director since April 1999. Mr. Roebuck served as Vice PresidentStrategic Sales of
Sun Microsystems Inc., a computer hardware, software and services provider, from November 1998 until November 2000. He was Vice President of Worldwide Sales at Sun Microsystems
from June 1990 until November 1998. Mr. Roebuck joined Sun Microsystems in 1983 as the Vice President of Sales. Mr. Roebuck has an A.B. degree in business administration
from Cornell University.

4

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's directors and executive officers and holders of more than
10% of the Common Stock to file with the Securities and Exchange Commission (the "Commission") reports of ownership and changes in ownership of Common Stock and other equity securities of the Company
on Forms 3, 4 and 5. Based solely upon a review of the forms received by the Company, or written representations of reporting persons and a review of those forms, the Company believes that, during the
year ended December 31, 2002, its officers and directors and holders of more than 10% of the Common Stock complied with all applicable Section 16(a) filing requirements, except
for the following: Mr. Teflian did not file a Form 4 reflecting his November 27, 2002 purchase of Tanning stock until December 3, 2002. Mr. Teflian also filed
an Amendment to that Form 4 on December 4, 2002 to correct the number of Tanning shares purchased. In addition, on March 3, 2003 Mr. Teflian filed an Amendment to a
Form 4 he filed February 22, 2002 to correct the number of Tanning shares he purchased on February 15, 2002.

ITEM 11. EXECUTIVE COMPENSATION

The table below summarizes information concerning the compensation paid by us during 2002, 2001 and 2000 to those who served as our chief executive officer during
2002, our four other most highly compensated executive officers who held their offices on December 31, 2002 and two additional individuals who would have qualified as one of our four other most
highly compensated executive officers but for the fact that the individual was not serving as an executive officer on December 31, 2002 (collectively defined as the "Named Executive Officers"):

Summary compensation table

|                                                                                                             |  |                |  |                         |           |                   |        | Long Term
Compensation
Awards |  |                   
|------------------------------------------------------------------------------------------------------------ |  | -------------- |  | ----------------------- | --------- | ----------------- | ------ | ----------------------------- |  | ------------------
|
|
|
|Gregory A. Conley Chief
Executive Officer since August 2002, Director, President and Chief Operating Officer |  | 2002
2001
2000 |  | 300,000
50,000
        | (3)       | 857,112
762,547
 | (2)(2) | 
1,000,000
                 |  | 306
63
          
|Larry G. Tanning
Chairman of the Board and Chief Executive Officer through August 2002                       |  | 2002
2001
2000 |  | 206,500
206,500
206,500 |           | 

78,375        |        | 

                         |  | 973
1,189
1,189   
|Katherine L. Scherping
Chief Financial Officer                                                               |  | 2002
2001
2000 |  | 138,125
125,000
120,500 |           | 

35,940        |        | 50,000
19,000
48,500          |  | 1,764
2,603
2,579 
|Mark S. Teflian
Vice President, Strategic Business Development and Solutions                                 |  | 2002
2001
2000 |  | 210,000
100,288
       | (5)       | 123,000
27,000
  | (4)    | 100,000
65,000
              |  | 879
119,158
     
|Adesh K. Gupta
Vice President, Global Service Delivery                                                       |  | 2002
2001
2000 |  | 189,080
192,785
217,115 |           | 

60,836        |        | 10,500
8,000
10,000           |  | 3,735
1,777
1,809 
|Louis A. D'Alessandro(6)
Vice President, Sales                                                               |  | 2002
2001
2000 |  | 153,618
208,335
234,017 | (7)(7)(7) | 

95,631        |        | 

90,000                    |  | 43,577
4,156
4,156
|Henry F. Skelsey(8)                                                                                          |  | 2002
2001
2000 |  | 112,121
190,000
140,000 | (9)(9)(9) | 

78,375        |        | 

                         |  | 165,869
378
378   

5

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Option grants in fiscal year 2002

The following table sets forth information regarding stock options granted during 2002 to the Named Executive Officers.

|                       |  | Individual grants |   |      |  |     
|---------------------- |  | ----------------- | - | ---- |  | ----
|
|
|
|
|
|Gregory A. Conley      |  |                  |   |     |  |    
|Larry G. Tanning       |  |                  |   |     |  |    
|Katherine L. Scherping |  | 50,000(2          | ) | 5.5  |  | 2.00
|Mark S. Teflian        |  | 100,000(2         | ) | 11.0 |  | 2.00
|Adesh K. Gupta         |  | 10,500(2          | ) | 1.1  |  | 2.00
|Louis A. D'Alessandro  |  |                  |   |     |  |    
|Henry F. Skelsey       |  |                  |   |     |  |    

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6

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Aggregated option exercises in fiscal year 2002 and fiscal year-end option values

The following table sets forth information concerning the value of unexercised in-the-money options held by Named Executive Officers as of
December 31, 2002. No Named Executive Officer exercised options in fiscal year 2002.

|                       |  | Number of securities
underlying unexercised
options at fiscal year-end |  | Value of unexercised
in-the-money options at
fiscal year-end($)(1)
|---------------------- |  | ---------------------------------------------------------------------- |  | ------------------------------------------------------------------
|
|
|Gregory A. Conley      |  | 416,666                                                                |  | 583,334                                                           
|Larry G.Tanning        |  |                                                                       |  |                                                                  
|Katherine L. Scherping |  | 73,355                                                                 |  | 91,616                                                            
|Mark S. Teflian        |  | 23,020                                                                 |  | 141,980                                                           
|Adesh K. Gupta         |  | 371,167                                                                |  | 22,920                                                            
|Louis A. D'Alessandro  |  |                                                                       |  |                                                                  
|Henry F. Skelsey       |  | 1,221,570                                                              |  | 0                                                                 

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Compensation of directors

Directors who are also our employees receive no additional compensation for their services as directors. Directors who are not our employees do not receive a fee
for attendance in person at meetings of our board of directors or committees of our board of directors, but they are entitled to be reimbursed for travel expenses and other
out-of-pocket costs incurred in connection with the attendance of meetings. Directors who are not our employees or employees of AEA Investors LLC have received, and any
such new directors will be eligible to receive, options to purchase our Common Stock in connection with their appointment to our board of directors and service thereon.

Employment and non-competition agreements; change in control arrangements

We have entered into an employment agreement dated September 14, 2001 with Gregory A. Conley, providing for his employment as our President and Chief
Operating Officer for a term of three years. Pursuant to the agreement, Mr. Conley is entitled to an annual salary of $300,000, a guaranteed minimum bonus of $170,000 per year and an
additional performance-based bonus opportunity of $330,000 per year. In addition, Mr. Conley received payments totaling $1,449,659 in respect of benefits from his prior employer foregone when
Mr. Conley joined Tanning, such amount paid on various dates from November 2001 to November 2002.

If
we terminate Mr. Conley's employment without cause (as defined in the employment agreement), we are required to pay Mr. Conley (1) the greater of his guaranteed
minimum bonus at the time of termination and the amount of bonus actually paid for the prior fiscal year, prorated based on days elapsed in the fiscal year of termination, and (2) during
a period of 12 months following termination, an amount equal to his annual salary at the time of termination. Mr. Conley is also subject to customary non-competition,
non-solicitation and non- disclosure covenants.

7

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In
addition, we have entered into an agreement dated March 21, 2003 with Mr. Conley providing that if his employment terminates as a result of an involuntary termination
(as defined in the Tanning Change in Control Plan (the "Plan")) either in anticipation of a change in control (as defined in the Plan) or within 12 months following a change in control of our
company, Mr. Conley will be entitled to (1) a lump sum payment equal to the amounts described above for the termination of Mr. Conley without cause; (2) payment of monthly
premiums for group medical insurance for up to 12 months of continued COBRA benefits at his elected level of benefits at the time of termination; and (3) full acceleration of all Tanning
options. In addition, pursuant to this agreement, Mr. Conley will be entitled to a gross-up payment in the event he is subject to a federal excise tax resulting from these payments
or benefits received in connection with a change in control of our company.

We
have entered into an employment agreement dated July 22, 1999 with Larry G. Tanning, providing for his employment with us. If we terminate Mr. Tanning's employment
without cause (as defined in the employment agreement) or we constructively terminate (as defined in the employment agreement) Mr. Tanning's employment, we are required to pay
Mr. Tanning (1) any unpaid portion of his annual salary earned through the date of termination, (2) the annual bonus, if any, for the fiscal year immediately preceding the fiscal
year of termination to the extent not already paid and (3) during a period of 12 months following termination, an amount equal to his annual salary at the time of termination.
Mr. Tanning is also subject to customary non-competition, non-solicitation and non- disclosure covenants.

In
addition, we have entered into an agreement dated March 21, 2003 with Mr. Tanning providing that if his employment terminates as a result of an involuntary termination
(as defined in the Tanning Change in Control Plan (the "Plan")) either in anticipation of a change in control (as defined in the Plan) or within 12 months following a change in control of our
company, Mr. Tanning will be entitled to (1) a lump sum payment equal to the amounts described above for the termination of Mr. Tanning without cause; (2) payment of
monthly premiums for group medical insurance for up to 12 months of continued COBRA benefits at his elected level of benefits at the time of termination; and (3) full acceleration of all
Tanning options. In addition, pursuant to this agreement, Mr. Tanning will be entitled to a gross-up payment in the event he is subject to a federal excise tax resulting from these
payments or benefits received in connection with a change in control of our company.

We
have entered into an employment agreement dated April 12, 1999 with Katherine L. Scherping, providing for her employment with us. Ms. Scherping is subject to customary
non-competition, non-solicitation and non-disclosure covenants. In addition, we have entered into an agreement dated March 21, 2003 with Ms. Scherping
providing that if her employment terminates as a result of an involuntary termination (as defined in the Tanning Change in Control Plan (the "Plan")) either in anticipation of a change in control (as
defined in the Plan) or within 12 months following a change in control of our company, Ms. Scherping will be entitled to (1) a lump sum payment of an amount equal to 75% of her
annual salary at the time of termination; (2) payment of monthly premiums for group medical insurance for up to nine months of continued COBRA benefits at her elected level of benefits
at the time of termination; and (3) full acceleration of all Tanning options. In addition, pursuant to this agreement, Ms. Scherping will be entitled to a gross-up payment in
the event she is subject to a federal excise tax resulting from these payments or benefits received in connection with a change in control of our company.

We
have entered into an employment agreement dated June 19, 2001 with Mark S. Teflian, providing for his employment with us. Pursuant to the agreement, Mr. Teflian is
entitled to an annual salary of $210,000, and an additional performance-based bonus opportunity of $140,000 per year. If we terminate Mr. Teflian's employment without cause (as defined in the
employment agreement), we are required to pay Mr. Teflian an amount equal to six months of his annual salary at the time of termination. Mr. Teflian is also subject to customary
non-competition, non-solicitation and non-disclosure covenants.

8

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In
addition, we have entered into an agreement dated March 21, 2003 with Mr. Teflian providing that if his employment terminates as a result of an involuntary termination
(as defined in the Tanning Change in Control Plan (the "Plan")) either in anticipation of a change in control (as defined in the Plan) or within 12 months following a change in control of our
company, Mr. Teflian will be entitled to (1) a lump sum payment equal to the amounts described above for the termination of Mr. Teflian without cause; (2) payment of
monthly premiums for group medical insurance for up to six months of continued COBRA benefits at his elected level of benefits at the time of termination; and (3) full acceleration of
all Tanning options. In addition, pursuant to this agreement, Mr. Teflian will be entitled to a gross-up payment in the event he is subject to a federal excise tax resulting from
these payments or benefits received in connection with a change in control of our company.

We
have entered into an employment agreement dated June 18, 1997 with Adesh K. Gupta, providing for his employment with us. Mr. Gupta is subject to customary
non-competition, non-solicitation and non- disclosure covenants. In addition, we have entered into an agreement dated March 21, 2003 with Mr. Gupta
providing that if his employment terminates as a result of an involuntary termination (as defined in the Tanning Change in Control Plan (the "Plan")) either in anticipation of a change in control (as
defined in the Plan) or within 12 months following a change in control of our company, Mr. Gupta will be entitled to (1) a lump sum payment of an amount equal to ten months
of his annual salary at the time of termination; (2) payment of monthly premiums for group medical insurance for up to ten months of continued COBRA benefits at his elected level of
benefits at the time of termination; and (3) full acceleration of all Tanning options. In addition, pursuant to this agreement, Mr. Gupta will be entitled to a gross-up
payment in the event he is subject to a federal excise tax resulting from these payments or benefits received in connection with a change in control of our company.

In
connection with his separation from the Company, we have entered into a separation agreement with Henry F. Skelsey dated September 3, 2002. Pursuant to the agreement,
Mr. Skelsey received approximately $165,588 and ongoing insurance benefits as severance and as consideration for providing the Company a release of claims. In addition, the agreement clarifies
that Mr. Skelsey's 1,221,570 vested stock options will continue to be exercisable while he remains a director of Tanning. After his service as director is completed, he will have three years in
which to exercise any vested options in accordance with the terms of his stock option agreement and the relevant stock option plan. Mr. Skelsey currently serves as our Vice Chairman of the
Board.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table presents information regarding the beneficial ownership of our Common Stock as of April 25, 2003 by all directors and Named Executive
Officers, as well as by directors and executive officers of the Company as a group and, to the best knowledge of the Company's management, beneficial owners of 5% or more of the outstanding Common
Stock.

As
used in this table, "beneficial ownership" means the sole or shared power to vote or direct the voting or to dispose or direct the disposition of any security. A person is deemed to
be the beneficial owner of securities that can be acquired within 60 days from April 25, 2003 through the exercise of any
option, warrant or right. Shares of Common Stock subject to options, warrants or rights that are currently exercisable or exercisable within 60 days are deemed outstanding for computing the
ownership

9

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percentage of the person holding such options, warrants or rights, but are not deemed outstanding for computing the ownership percentage of any other person.

|Name                                                            |  | Number of shares
of Common Stock
beneficially owned |  | Percentage
of shares
outstanding |  | Number of
exercisable
options(1) |  | Number of
excluded
options(2)
|--------------------------------------------------------------- |  | --------------------------------------------------- |  | -------------------------------- |  | -------------------------------- |  | -----------------------------
|AEA Tanning Investors Inc.(3)                                   |  | 5,696,769                                           |  | 27.4                             |  |                                 |  |                             
|TTC Investors II LLC(3)                                         |  | 4,143,022                                           |  | 19.9                             |  |                                 |  |                             
|Larry G. Tanning(4)                                             |  | 3,088,044                                           |  | 14.8                             |  |                                 |  |                             
|Tanning Family Partnership, L.L.L.P.                            |  | 2,877,682                                           |  | 13.8                             |  |                                 |  |                             
|Stephen Brobst(5)                                               |  | 2,282,021                                           |  | 11.0                             |  |                                 |  |                             
|Henry F. Skelsey(6)(7)                                          |  | 1,628,760                                           |  | 7.4                              |  | 1,221,570                        |  |                             
|WinSoft Corporation(8)(9)                                       |  | 1,383,317                                           |  | 6.6                              |  |                                 |  |                             
|Bipin Agarwal(8)(9)                                             |  | 1,383,317                                           |  | 6.6                              |  |                                 |  |                             
|J.P. Morgan Chase & Co.(10)                                     |  | 1,247,340                                           |  | 6.0                              |  |                                 |  |                             
|Gregory A. Conley                                               |  | 693,454                                             |  | 3.3                              |  | 516,666                          |  | 483,334                      
|Katherine L. Scherping                                          |  | 97,524                                              |  | *                                |  | 90,199                           |  | 74,772                       
|Mark S. Teflian                                                 |  | 64,891                                              |  | *                                |  | 31,145                           |  | 133,855                      
|Adesh K. Gupta                                                  |  | 378,932                                             |  | 1.8                              |  | 374,027                          |  | 20,060                       
|Louis A. D'Alessandro(11)                                       |  | 2,506                                               |  | *                                |  |                                 |  |                             
|Frederick H. Fogel                                              |  | 515,687                                             |  | 2.4                              |  | 512,226                          |  | 89,180                       
|Christopher P. Mahan(6)(12)                                     |  | 2,000                                               |  | *                                |  |                                 |  |                             
|Joseph P. Roebuck                                               |  | 49,108                                              |  | *                                |  | 32,739                           |  | 10,000                       
|All directors and executive officers as a group (9 persons)(13) |  | 6,518,400                                           |  | 27.6                             |  | 2,778,572                        |  | 811,201                      

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The
following table presents our Equity Compensation Plan Information as of December 31, 2002.

|Plan category                                              |       | Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights |           | Weighted average
exercise price of
outstanding
options, warrants
and rights |      | Number of
securities
remaining available
for further issuance
|---------------------------------------------------------- | ----- | ------------------------------------------------------------------------------------------- | --------- | --------------------------------------------------------------------------- | ---- | -------------------------------------------------------------
|Equity compensation plans approved by security holders(1)  |       | 7,735,305                                                                                   |           | $                                                                           | 6.81 |                                                              
|Equity compensation plans not approved by security holders |       | 0                                                                                           |           |                                                                             | 0.00 |                                                              
|                                                           | Total |                                                                                             | 7,735,305 |                                                                             | $    | 6.81                                                         

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Stock Purchase Agreements, Separation Agreement, Shareholder Agreement and Registration Rights Agreement

Tanning and Gregory A. Conley, a director of Tanning and our Chief Executive Officer, President and Chief Operating Officer, are parties to a stock purchase
agreement dated September 14, 2001. Under this agreement, Gregory A. Conley purchased, on various dates from November 2001 to November 2002, a total of 176,788 shares of the
Company's Common Stock at a per share price of $4.10, for an aggregate purchase price of $724,831.

Tanning
and Bipin Agarwal, a significant beneficial owner of Tanning Common Stock and former director and executive officer, are parties to a letter agreement dated January 25,
2002, regarding the transfer of Tanning shares owned by him. Pursuant to this agreement, Mr. Agarwal transferred 151,874 shares of Tanning Common Stock to the Company to fully repay all amounts
outstanding, together with accrued interest, (such amounts totaling $282,486) under his Promissory Note to the Company dated July 30, 1999, as amended July 31, 2001.

Tanning
and Larry G. Tanning, our Chairman of the Board, are parties to a letter agreement dated August 13, 2002, regarding the purchase by Tanning of 298,669 Tanning shares owned
by Mr. Tanning. Pursuant to this agreement, Mr. Tanning used all proceeds from this transaction to fully repay all amounts outstanding, together with accrued interest, (such amounts
totaling $286,722) under his Promissory Note to the Company dated August 1, 1999, as amended August 2, 2001.

Larry
G. Tanning, Bipin Agarwal, Toni Hippeli and entities controlled by them, together with the TTC Investors Group, which is comprised of the entities controlled by AEA
Investors Inc. that hold our Common Stock, entered into an amended and restated shareholder agreement dated as of July 20, 1999, which originally provided, among other things:



If
there are insufficient vacancies in a particular class of directors, the available positions shall be allocated first to the nominee of the TTC Investors Group (as to Class II only), second
to the nominee of Tanning Family Partnership, L.L.L.P., and third to the nominee of WinSoft Corporation. The rights of each person mentioned above will terminate when such person no longer owns at
least ten percent of our Common Stock.

Because
each of Toni Hippeli and Bipin Agarwal, together with entities controlled by them, owns less than 10% of the outstanding Common Stock of Tanning, their rights and obligations
under the shareholder agreement have terminated.

The
original parties to the shareholder agreement and affiliated entities, together with Mr. Skelsey and Stephen Brobst, have entered into an amended and restated registration
rights agreement dated as of July 20, 1999, which provides, among other things:



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The
existence and exercise of these registration rights may make it more difficult for us to arrange future financing and may have an adverse effect on the market price of our Common
Stock.

Certain business relationships

Mr. Fogel, a director of Tanning since August 2002, was a partner at the law firm of Fried, Frank, Harris, Shriver & Jacobson until
November 2002. This law firm performed services for Tanning during 2002, and Tanning expects to continue to retain it during 2003.

Loans to our directors and officers

In connection with a significant reduction in the compensation of Mr. Tanning pursuant to his revised employment agreement, on August 2, 1999 we
extended a loan in the amount of $250,000 to Larry G. Tanning, our Chairman of the Board. The loan bore interest at 5.25% per annum through August 1, 2001 and 3.90% per annum thereafter,
compounding annually. The loan was repaid in full in August 2002.

On
July 30, 1999, we extended a loan to Bipin Agarwal, a director and Executive Vice President of Tanning until January 2002, in the amount of $250,000. The loan bore
interest at 5.36% per annum through July 30, 2001 and 4.03% per annum thereafter, compounding annually. The loan was repaid in full in February 2002.

On
October 1, 1999, we extended a loan to Louis A. D'Alessandro, our Vice President, Sales until September 2002, in the amount of $110,000. The loan bore interest at 6.02%
per annum, compounding annually. The loan was repaid in full in August 2002.

Agreements with family members of our directors, officers and significant shareholders

We have employed Adesh Gupta, a brother-in-law of Bipin Agarwal, as our Vice President, Service Delivery since October 2002.
Mr. Gupta served as our Director of Technology Management from January 2002 until October 2002, as Regional Service Delivery Director for the Central Region from
October 2000 until January 2002, as a Practice Leader from January 1997 until September 2000, and as a Consultant from October 1993 until January 1997. In
addition to being one of our directors and an Executive Vice President until January 2002, Mr. Agarwal controls WinSoft Corporation, which is a significant stockholder of Tanning. In
2002, Mr. Gupta received approximately $189,000 in salary and bonus.

On
April 7, 1997, we granted Mr. Gupta an option to acquire 327,389 shares of our Common Stock at a purchase price of $2.90 per share. All of these options were fully
vested as of April 7, 2000.

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On June 9, 1998, we granted Mr. Gupta an additional option to acquire 65,478 shares of our Common Stock at a purchase price of $3.82 per share. These options vest over a
four-year period. On July 20, 1999, we granted Mr. Gupta an additional option to acquire 3,785 shares of our Common Stock at a purchase price of $10.00 per share. These
options vest over a five-year period. On July 22, 1999, we granted Mr. Gupta an additional option to acquire 2,435 shares of our Common Stock at a purchase price of $15.00
per share. These options also vest over a five-year period. On November 22, 2000, we granted Mr. Gupta an additional option to acquire 10,000 shares of our Common Stock at a
purchase price of $4.00 per share. These options vest over a four-year period. On July 26, 2001, we granted Mr. Gupta an additional option to acquire 8,000 shares of our
Common Stock at a purchase price of $3.70 per share. These options vest over a four-year period. On November 15, 2002, we granted Mr. Gupta an additional option to acquire
10,500 shares of our Common Stock at a purchase price of $2.00 per share. These options vest over a four-year period.

We
employed Mark W. Tanning, brother of Larry G. Tanning, on a full-time basis from January 1997 until January 2001, and on a part-time basis until
December 31, 2002. In addition to being our Chairman of the Board and former Chief Executive Officer, Larry G. Tanning controls Tanning Family Partnership L.L.L.P., which is a significant
stockholder of Tanning.

On
April 7, 1997, we granted Mark W. Tanning an option to acquire 49,108 shares of our Common Stock at a purchase price of $2.90 per share. All of these options were fully vested
as of April 7, 2000. On June 9, 1998, we granted Mark W. Tanning an additional option to acquire 49,108 shares of our Common Stock at a purchase price of $3.82 per share. All of these
options were fully vested as of June 9, 2001. On December 1, 1998, we granted him an additional option to acquire 108,038 shares of our Common Stock at a purchase price of $3.82 per
share. These options vest over a five-year period. On November 1, 1999, we granted him an additional option to acquire 6,250 shares of our Common Stock at a purchase price of
$35.00. These options were fully vested as of December 31, 2000.

To
the extent the above options have not been exercised by March 31, 2003, they will expire and be cancelled.

On
November 12, 1999, we extended a loan to Mark W. Tanning in the amount of $100,000. The loan bears interest at 6.02% per annum and compounds annually. All outstanding principal
and unpaid interest on the loan became repayable on December 31, 2002.

We
entered into an agreement as of December 31, 2000 with Mark W. Tanning providing for his separation from the Company. Under the agreement, Mark W. Tanning received an $85,000
lump sum payment, together with bi-weekly payments of $8,000 from January 2001 through July 2001, and was entitled to receive bi-weekly payments of $293 from
August 2001 through December 2002 as salary and as consideration for providing the Company a release of claims.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

|                    |  | TANNING TECHNOLOGY CORPORATION
|------------------- |  | ------------------------------
|Date April 24, 2003 |  | By:                           

Pursuant
to the requirements of the Securities Exchange Act of 1934, 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/GREGORY A. CONLEYGregory A. Conley           |  | President, Chief Executive
Officer, Chief Operating Officer and Director (Principal Executive Officer) |  | April 24, 2003
|/s/KATHERINE L. SCHERPINGKatherine L. Scherping |  | Chief Financial Officer (Principal
Financial and Accounting Officer)                                   |  | April 24, 2003
|/s/LARRY G. TANNINGLarry G. Tanning             |  | Chairman of the Board                                                                                  |  | April 24, 2003
|/s/HENRY F. SKELSEYHenry F. Skelsey             |  | Vice Chairman of the Board                                                                             |  | April 24, 2003
|/s/CHRISTOPHER P. MAHANChristopher P. Mahan     |  | Director                                                                                               |  | April 24, 2003
|/s/JOSEPH P. ROEBUCKJoseph P. Roebuck           |  | Director                                                                                               |  | April 24, 2003
|/s/FREDERICK H. FOGELFrederick H. Fogel         |  | Director                                                                                               |  | April 24, 2003

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CERTIFICATIONS

I,
Gregory A. Conley, certify that:

1.
I have reviewed this amendment to annual report on Form 10-K/A of Tanning Technology Corporation;

2.
Based on my knowledge, this annual 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 annual report;

3.
Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual report;

4.
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and have:



5.
The registrant's other certifying officers 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 functions):



6.
The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:
April 24, 2003

| |  | /s/GREGORY A. CONLEYGregory A. Conley Director, Chief Executive Officer,
President and Chief Operating Officer
| |  | --------------------------------------------------------------------------------------------------------------

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I, Katherine L. Scherping, certify that:

1.
I have reviewed this amendment to annual report on Form 10-K/A of Tanning Technology Corporation;

2.
Based on my knowledge, this annual 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 annual report;

3.
Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual report;

4.
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and have:



5.
The registrant's other certifying officers 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 functions):



6.
The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:
April 24, 2003

| |  | /s/KATHERINE L. SCHERPINGKatherine L. Scherping Chief Financial Officer
| |  | -----------------------------------------------------------------------

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EXHIBIT INDEX

|Exhibit |  | Description                                                              
|------- |  | -------------------------------------------------------------------------
|99.1    |  | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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