10KSB/A 1 ka093004.txt 10-KSB/A YEAR ENDED SEPTEMBER 30, 2004 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 10-KSB/A ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2004 Commission File Number 000-50038 ARADYME CORPORATION -------------------------------------------- (Name of small business issuer in its charter) Delaware 33-0619254 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1255 North Research Way, Building Q, Orem, Utah 84097 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) 801-705-5000 -------------------------- (Issuer's telephone number) Securities registered pursuant to Section 12(b) of the Exchange Act: Title of each class Name of each exchange on which registered ------------------- ----------------------------------------- n/a n/a Securities registered pursuant to Section 12(g) of the Exchange Act: Common stock, par value $0.001 ------------------------------ (Title of Class) TABLE OF CONTENTS Item Description Page Part III Item 9 Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.............. 3 Item 10 Executive Compensation........................................... 4 Item 11 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters................................ 6 Item 12 Certain Relationships and Related Transactions................... 7 Item 13 Exhibits......................................................... 10 Item 14 Principal Accountant Fees and Services........................... 13 Signatures....................................................... 14 2 PART III ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT Executive Officers and Directors Our articles of incorporation provide for the election of the entire board of directors at each annual meeting of stockholders, with each director to serve until the next annual meeting and until such director's successor is elected and qualified. The following table sets forth the name, age and position of each of our current executive officers and directors: Name Age Position ----------------------- -------- ------------------------------------ James R. Spencer 40 Chief Executive Officer and Director Kirk L. Tanner 46 President and Director Merwin D. Rasmussen 51 Corporate Secretary and Director Scott A. Mayfield 49 Chief Financial Officer The principal occupation, title and business experience of our executive officers and directors during the last five years are set forth in Part I of our Annual Report on Form 10-KSB for the year ended September 30, 2004, at Item 1. Description of Business: Executive Officers, which is incorporated by reference. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers, and persons that own more than 10% of a registered class of our equity securities, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of equity securities of Aradyme Corporation. Officers, directors and greater than 10% stockholders are required to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of Forms 3, 4 and 5 and amendments thereto furnished to us during or respecting our last fiscal year ended September 30, 2004, no person who, at any time during the most recent fiscal year, was a director, officer, beneficial owner of more than 10% of any class of equity securities of Aradyme Corporation, or any other person known to be subject to Section 16 of the Exchange Act failed to file, on a timely basis, reports required by Section 16(a) of the Exchange Act, except that Kirk L. Tanner and James R. Spencer filed one report on Form 4 reporting conversion of an obligation to their company, the Tanner Spencer Group, into common stock, due in April 2004, on November 19, 2004. Also on November 19, 2004, Merwin D. Rasmussen filed a report on Form 4 reporting the conversion to common stock of obligations to a company he controls due in April 2004. Code of Ethics We have adopted a code of ethics that applies to all of our employees, including our executive officers. A copy of the code of ethics was included as Exhibit 14.01 of Form 10-KSB/A, filed on January 30, 2004. 3 ITEM 10. EXECUTIVE COMPENSATION Summary Compensation The following table sets forth, for the last three fiscal years, the annual and long-term compensation earned by, awarded to, or paid to any person who was our chief executive officer during the preceding fiscal year and each of our other highest compensated executive officers earning more than $100,000 during the last fiscal year (the "Named Executive Officers"):
Long-term Compensation ------------------------------ Annual Compensation Awards Payouts ----------------------------------------------------------- -------- (a) (b) (c) (d) (e) (f) (g) (h) (i) Securities Other Under- Annual Restricted lying All Other Year Compen- Stock Options/ LTIP Compen- Name and Principal Ended Salary sation Award(s) SARs Payouts sation Position Sept. 30 ($)(1) Bonus ($) ($) ($) (no.)(2) ($) ($) ------------------------------------------------ ---------------------------------------------- ------------------- James R. Spencer 2004 $165,000 -- -- -- -- -- -- (CEO) 2003 107,500 -- -- -- 700,000 -- -- 2002 90,000 -- -- -- -- -- -- Kirk L. Tanner 2004 $165,000 -- -- -- -- -- -- President 2003 107,500 -- -- -- 700,000 -- -- 2002 90,000 -- -- -- -- -- -- --------------------
(1) Consists of amounts paid and accrued, but not paid during the periods indicated. (2) Options granted pursuant to 2003 Long-Term Incentive Plan. Option/SAR Grants in Last Fiscal Year No options or stock appreciation rights ("SARs") were granted during the last completed fiscal year to the Named Executive Officers of Aradyme. Aggregate Option/SAR Exercises in Last Fiscal Year and Year-End Option/SAR Values The following table sets forth information respecting the exercise of options and SARs during the last completed fiscal year by the Named Executive Officers and the fiscal year-end values of unexercised options and SARs:
(a) (b) (c) (d) (e) Number of Securities Value of Unexercised Shares Underlying Unexercised In-the-Money Acquired Options/SARs at Fiscal Options/SARs on Value Year-End (#) at Fiscal Year-End ($) Name Exercise Realized Exercisable/ Exercisable/ (#) ($) Unexercisable(1) Unexercisable(2) ------------------------------ ----------- ---------------- -------------------------------- ----------------------- James R. Spencer -- -- 700,000/-- $296,800/-- Kirk L. Tanner -- -- 700,000/-- $296,800/--
4 Directors' Compensation Our three directors, who are also executive officers, did not receive any additional compensation for their services as directors during the fiscal year ended September 30, 2004, as noted above. We do not pay any separate fee to members of our board of directors for their services as a director, but we do reimburse normal business expenses incurred on our behalf. Equity Compensation Plan Information Information about our equity compensation plans as of the end of our most recent fiscal year is set forth as follows:
Number of securities available for future Number of securities to be Weighted average exercise issuance under equity issued upon exercise of prices of outstanding compensation plans outstanding options, options, warrants and (excluding securities warrants and rights rights reflected in column (a)) Plan Category (a) (b) (c) Equity compensation plans approved by security holders................ -- -- -- Equity compensation plans not approved by security holders................ 4,455,000 $0.425 3,020,000 --------- --------- Total.................. 4,455,000 $0.425 3,020,000 ========= =========
2004 Long-Term Incentive Plan On September 30, 2004, our board of directors approved issuance of up to 3,000,000 shares under the 2004 Long-Term Incentive Plan. The 2004 plan is to be administered either by the board of directors or by the appropriate committee to be appointed from time to time by such board of directors. Awards granted under the 2004 plan may be incentive stock options ("ISOs") (as defined in the Internal Revenue Code), appreciation rights, options that do not qualify as ISOs, or stock bonus awards that are awarded to employees, officers and directors who, in the opinion of the board or the committee, have contributed or are expected to contribute materially to our success. In addition, at the discretion of the board of directors or the committee, options or bonus stock may be granted to individuals who are not employees, officers or directors, but contribute to our success. The exercise price of options granted under the 2004 plan is to be determined by the board of directors or the committee at the time of grant and, in the case of ISOs, may not be less than 100% of the fair market value of such capital stock on the date the option is granted (110% of the fair market value in the case of 10% stockholders). Options granted under the 2004 plan must expire not later than 10 years after the date of grant (five years in the case of ISOs granted to 10% stockholders). The option price may be paid by cash or, at the discretion of our board of directors or committee, by delivery of shares of our common stock already owned by the optionee (valued at their fair market value at the date of exercise), a fully-secured promissory note, or a combination thereof. 5 Options and stock purchase rights granted under the 2004 plan are nontransferable other than by will or by the laws of descent or distribution and may be exercised during the optionee's lifetime only by the optionee, or by an optionee's family member who has acquired the option or stock purchase right through a gift or a transfer for value pursuant to a domestic relations order in settlement of marital property rights, or a transfer to an entity in which more than 50% of the voting interests are owned by an optionee's family members or the optionee in exchange for an interest in that entity. In the case of an ISO, however, the options are nontransferable other than by will or by the laws of descent or distribution and may only be exercised by the optionee during the lifetime of the optionee or by the optionee's executor, personal representative (or person acting in a substantially similar capacity), or heir. The board of directors or the committee may, from time to time alter, amend, suspend or discontinue the 2004 plan with respect to any shares as to which options or stock awards have not been granted. However, no such alteration or amendment (unless approved by the stockholders) shall (a) increase (except adjustment for an event of dilution) the maximum number of shares for which options or stock awards may be granted under the 2004 plan either in the aggregate or to any eligible employee; (b) reduce (except adjustment for an event of dilution) the minimum option prices that may be established under the 2004 plan; (c) extend the period or periods during which options may be granted or exercised; (d) materially modify the requirements as to eligibility for participation in the 2004 plan; (e) change the provisions relating to events of dilution; or (f) materially increase the benefits accruing to the eligible participants under the 2004 plan. All of our employees, officers and directors are eligible to participate under the 2004 plan. A maximum of 3,000,000 shares are available for grant under the 2004 plan. The identification of individuals entitled to receive awards, the terms of the awards, and the number of shares subject to individual awards are determined by the board of directors or the committee, in its sole discretion; provided, however, that in no event may the aggregate fair market value of shares for which an ISO is first exercisable in any calendar year by any eligible employee exceed $100,000. ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information respecting beneficial ownership of the our common stock as of January 28, 2005, to the extent known to us, of each of our executive officers and directors, each person known to us to be the beneficial owner of more than 5% of the outstanding shares of any class of our stock, and all directors and officers as a group:
Name and Address of Person or Group Nature of Ownership Amount Percent(1) ----------------------------------- ------------------- ------ ---------- Principal Stockholders: ----------------------- Merwin D. Rasmussen Common Stock(2) 3,274,515 13.6% 5722 South 1300 West Options 1,950,000 7.5 Salt Lake City, UT 84123 --------- 5,224,515 20.1 Leonard Cooke Common stock 1,846,000 7.7 Post Office Box 1394 Options 250,000 1.0 St. George, UT 84770 ---------- 2,096,000 8.6 Lynn Rob Ledbetter Common stock 1,779,193 7.4 4441 North Bedford Drive Provo, UT 84604 6 Name and Address of Person or Group Nature of Ownership Amount Percent(1) ----------------------------------- ------------------- ------ ---------- Daniel Faust Common stock 1,675,000 7.0 276 East Main Options 200,000 0.8 Duchesne, UT 84021 ---------- 1,875,000 7.7 James R. Spencer Common stock 1,383,979 5.8 558 West 1300 North Options 1,150,000 4.6 Orem, UT 84057 --------- 2,533,979 10.1 Kirk L. Tanner Common stock 1,381,979 5.7 916 East 25 South Options 1,050,000 4.2 Linden, UT 84042 --------- 2,431,979 9.7 Directors: ---------- James R. Spencer............................ ----------See above---------- Kirk L. Tanner.............................. ----------See above---------- Merwin D. Rasmussen......................... ----------See above---------- All Executive Officers and Directors as a Group (4 persons):.................... Common stock(2)(3) 6,161,273 25.6% Options(3) 4,275,000 15.1 ----------- Total 10,436,273 36.8% ==========
-------------------- (1) Calculations of percentages of ownership for each person or group assume the exercise of options held by that person or group to which the percentage relates. (2) 2,299,515 shares of common stock in this total are owned by Enviro Fresh, Inc., of which Mr. Rasmussen is president and sole stockholder. (3) Includes shares of common stock and options of our chief financial officer, Scott A. Mayfield. ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Unless otherwise indicated, the terms of the following transactions between related parties were not determined as a result of arm's-length negotiations. The Reorganization with Aradyme Development Corporation On March 31, 2003, our corporation, previously known as Albion Aviation, Inc., a Delaware corporation, completed a reorganization with Aradyme Development Corporation, a Nevada corporation, in which, Albion, which then had approximately 1.5 million shares issued and outstanding, issued an aggregate of approximately 13.1 million shares of common stock and 12,000 shares of preferred stock (convertible into 120,000 shares of common stock) to the Aradyme Development stockholders. Options to purchase 1.0 million shares of Aradyme Development at $0.416 and approximately 300,000 shares of common stock at $0.50 per share were converted into options to purchase the same number of shares of Albion common stock on the same terms. 7 As a result of the acquisition, Aradyme Development became a wholly-owned subsidiary of Albion, the president of Aradyme Development was appointed the president of Albion, and the other officers and directors of Aradyme Development became the officers and directors of Albion. Aradyme Development's board of directors and management team continued Aradyme Development's business as Albion's new operating subsidiary. Albion changed its name to Aradyme Corporation in connection with the reorganization. Jehu Hand, sole director, officer and principal stockholder of Albion at the time of the reorganization owned 815,800 shares of our common stock, or approximately 53.4% of our issued and outstanding stock at the time of the reorganization. The terms of the foregoing transaction were the result of arm's-length negotiations. Transfer of Svetlana Aviation During March 2003, we discontinued the operations of our wholly-owned subsidiary, Svetlana Aviation, and subsequently authorized the sale of the line of business on April 22, 2003, to Jehu Hand, sole director, officer and principal stockholder of Albion at the time of the reorganization with Aradyme Development, in consideration of his assumption of the Svetlana liabilities. Assets and liabilities applicable to Svetlana at March 31, 2003, were $54,535 and $66,870, respectively. During the quarter ended June 30, 2003, we completed the sale of Svetlana. Stock Grants In November 2004, we issued 120,000 shares of stock to Scott Mayfield, our chief financial officer, as payment for his services as a consultant before becoming our chief financial officer. Option Grants On September 30, 2003, we agreed to issue to each of our directors options to purchase 700,000 shares of common stock, with an exercise price of $0.416 per share under our 2003 Long-Term Incentive Plan. As of the date of grants, the market price for our common stock was approximately $0.14. These options vested upon issuance, expire in September 2013, and may be exercised for cash or with stock then owned. On September 30, 2003, we also granted options to purchase an aggregate of 880,000 shares of common stock at $0.416 per share to other consultants, including options to purchase 200,000 shares to Daniel Faust and 200,000 shares to Leonard Cooke, both of whom are principal stockholders. These options vest one-fourth on the date of grant and one-fourth each year thereafter until fully vested. In November 2004, we issued to our directors options to purchase common stock under our 2004 Long-term Incentive Plan in the following amounts: 450,000 to James R. Spencer, 350,000 to Kirk L. Tanner, and 250,000 to Merwin D. Rasmussen. These options have an exercise price of $0.64 per share, the market price of our common stock as of the date of issuance, vested upon their issuance, expire in November 2014, and may be exercised for cash or with stock then owned. In November 2004, we issued options to purchase 500,000 shares of our common stock under our 2004 Long-term Incentive Plan to our chief financial officer in connection with his agreement to commence employment in that position. These options have an exercise price of $0.64 per share, the market price as of the date of issuance, expire in November 2014, and may be exercised for cash or with stock then owned. Options to purchase 125,000 shares of common 8 stock vested on the date of grant and options to purchase 125,000 shares of common stock will vest on each anniversary of the grant date thereafter until all options are vested. Modification and Documentation of Obligations Effective September 29, 2003, we entered into a Modification and Documentation of Obligations agreement with Merwin D. Rasmussen, an officer, director and principal stockholder. Under that agreement, we granted to Rasmussen's affiliate, Enviro Fresh, Inc., the right, exercisable at any time between December 1, 2003, and five days after payment in full of the amount due on a $200,000 line of credit advanced by Enviro Fresh, Inc., to convert all or any part of the principal of and interest on the line of credit to common stock at a conversion price of $0.14 per share, which was the market price for the common stock on September 29, 2003. In addition, provided that Enviro Fresh, Inc. convert all of the line of credit to common stock at any time on or before May 1, 2007, and return to us Rasmussen's option to purchase 1,000,000 shares of common stock at $0.416 per share or the option shares issued on the exercise thereof, we would grant to Rasmussen the nonexclusive, royalty-free right to use all of the then-existing, current versions of the source code, all then-current versions of all the derivative works, and all then-current intellectual properties for his own use and benefit and without the participation in the Company. In January 2004, Enviro Fresh, Inc. converted all $242,400 of principal and accrued interest into 1,731,429 shares of common stock at the agreed conversion price. Further, we had also issued to Enviro Fresh, Inc. a promissory note in the principal amount of $75,000, bearing interest at 8% per annum (15% per annum after default), to document aggregate cash advances by Enviro Fresh, Inc. to us of $75,000. Enviro Fresh, Inc. was entitled to convert all or any part of the principal of and interest on the $75,000 promissory note as of the conversion date to common stock at a conversion price of $0.14 per share, which was the market price for the common stock on September 30, 2003, and in March 2004, Enviro Fresh, Inc. converted $79,532 in principal and accrued interest into 568,086 shares of common stock at the agreed conversion price. Tanner Spencer Group In August 2001, we acquired certain assets from the Tanner Spencer Group, which is owned by Kirk L. Tanner and James R. Spencer, officers and directors, under an asset purchase agreement. Because of our ongoing shortages of working capital and cash, effective September 30, 2003, we determined to provide to the Tanner Spencer Group the right to convert the amount due and owing on such obligation to common stock at $0.14 per share, the trading price for our common stock at the date such conversion right was granted. The Tanner Spencer Group exercised that right and converted $113,884 in principal and accrued interest into 813,458 shares of common stock at the agreed conversion price in March 2004. Lighthouse Real Estate In March 2004, we repaid $221,808 in principal and accrued interest by issuing 533,192 shares of common stock to Lighthouse Real Estate, Inc., an affiliate of Lynn Rob Ledbetter, a principal stockholder of ours. Under the terms of our agreement with Lighthouse, the loan was convertible into common stock at $0.416 per share. 9
ITEM 13. EXHIBITS Exhibit Number Title of Document Location -------------- ------------------------------------------------------------------- --------------------------------- Item 2. Plan of Purchase, Sale, Reorganization, Arrangement, Liquidation or Succession ---------------------------------------------------------------------------------- --------------------------------- 2.01 Reorganization Agreement between Albion Aviation, Inc. and Incorporated by reference from Aradyme Development Corporation dated February 7, 2003 the current report on Form 8-K dated March 31, 2003, filed April 8, 2003. Item 3. Articles of Incorporation and Bylaws ---------------------------------------------------------------------------------- --------------------------------- 3.01 Certificate of Incorporation of Albion Ventures, Inc. dated April Incorporated by reference from 18, 1994 the registration statement on Form S-1 filed September 26, 2000 (file no. 333-46672). 3.02 Certificate of Amendment to Certificate of Incorporation of Incorporated by reference from Albion Ventures, Inc. (changing name to Albion Aviation, Inc.) the registration statement on dated May 16, 2000 Form S-1 filed September 26, 2000 (file no. 333-46672). 3.03 Bylaws Incorporated by reference from the registration statement on Form S-1 filed September 26, 2000 (file no. 333-46672). 3.04 Certificate of Amendment to Certificate of Incorporation filed Incorporated by reference from January 9, 2003 (changing name to Aradyme Corporation) the current report on Form 8-K dated March 31, 2003, filed April 8, 2003. Item 4. Instruments Defining the Rights of Security Holders, Including Indentures ---------------------------------------------------------------------------------- --------------------------------- 4.01 Specimen stock certificate Incorporated by reference from the annual report on Form 10-KSB dated January 10, 2005, filed January 13, 2005. 4.02 Form of Certificate of Designation of Series A Preferred Stock Incorporated by reference from the current report on Form 8-K dated March 31, 2003, filed April 8, 2003. 10 Exhibit Number Title of Document Location -------------- ------------------------------------------------------------------- --------------------------------- Item 10. Material Contracts ---------------------------------------------------------------------------------- --------------------------------- 10.03 Software License Agreement between Dan Faust and Systems Incorporated by reference from Research, Inc. dated April 28, 2001 the annual report on Form 10-KSB dated January 13, 2004, filed January 14, 2004. 10.04 Stock Purchase Agreement between Jehu Hand and Aradyme Incorporated by reference from Corporation dated March 20, 2003 the annual report on Form 10-KSB dated January 13, 2004, filed January 14, 2004. 10.05 Form of Convertible Promissory Note with schedule Incorporated by reference from the annual report on Form 10-KSB dated January 13, 2004, filed January 14, 2004. 10.06 Modification and Documentation of Obligations effective September Incorporated by reference from 29, 2003 the annual report on Form 10-KSB dated January 13, 2004, filed January 14, 2004. 10.07 2003 Long-Term Incentive Plan Incorporated by reference from the annual report on Form 10-KSB dated January 13, 2004, filed January 14, 2004. 10.08 Conversion letter regarding obligation due the Tanner Spencer Incorporated by reference from Group dated September 30, 2003 the annual report on Form 10-KSB/A dated January 30, 2004, filed January 30, 2004. 10.09 Canyon Park Technology Center Office Building Lease Agreement as Incorporated by reference from of November 30, 2004, between TCU Properties III, LLC, and the current report on Form 8-K Aradyme Corporation dated December 8, 2004, filed December 14, 2004. 10.10 2004 Long-Term Incentive Plan Incorporated by reference from the annual report on Form 10-KSB dated January 10, 2005, filed January 13, 2005. 11 Exhibit Number Title of Document Location -------------- ------------------------------------------------------------------- --------------------------------- 10.11 Securities Purchase Agreement between Aradyme Corporation and Incorporated by reference from Shan Lassig dated December 29, 2004, effective November 15, 2004 the current report on Form 8-K dated January 3, 2005, filed January 5, 2005. 10.12 Form of Convertible Note Incorporated by reference from the current report on Form 8-K dated January 3, 2005, filed January 5, 2005. 10.13 Executive Employment Agreement between Aradyme Corporation and James R. Spencer dated February 11, 2005 This filing. 10.14 Executive Employment Agreement between Aradyme Corporation and Kirk Tanner dated February 11, 2005 This filing. 10.15 Executive Employment Agreement between Aradyme Corporation and Scott Mayfield dated February 11, 2005 This filing. 10.16 Executive Employment Agreement between Aradyme Corporation and Merwin Rasmussen dated February 11, 2005 This filing. Item 14. Code of Ethics ---------------------------------------------------------------------------------- --------------------------------- 14.01 Aradyme Corporation Code of Ethics Incorporated by reference from the annual report on Form 10-KSB/A dated January 30, 2004, filed January 30, 2004. Item 21. Subsidiaries of the Small Business Issuer ---------------------------------------------------------------------------------- --------------------------------- 21.01 Schedule of Subsidiaries Incorporated by reference from the annual report on Form 10-KSB dated January 13, 2004, filed January 14, 2004. Item 31. Rule 13a-14(a)/15d-14(a) Certifications ---------------------------------------------------------------------------------- --------------------------------- 31.01 Certification of Principal Executive Officer Pursuant to This filing. Rule 13a-14 31.02 Certification of Principal Financial Officer Pursuant to This filing. Rule 13a-14 Item 32 Section 1350 Certifications ---------------------------------------------------------------------------------- --------------------------------- 32.01 Certification of Chief Executive Officer Pursuant to Incorporated by reference from 18 U.S.C. Section 1350, as Adopted Pursuant to the annual report on Form Section 906 of the Sarbanes-Oxley Act of 2002 10-KSB dated January 10, 2005, filed January 13, 2005. 32.02 Certification of Chief Financial Officer Pursuant to Incorporated by reference from 18 U.S.C. Section 1350, as Adopted Pursuant to the annual report on Form Section 906 of the Sarbanes-Oxley Act of 2002 10-KSB dated January 10, 2005, filed January 13, 2005. ---------------
* All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document. Omitted numbers in the sequence refer to documents previously filed as an exhibit, but no longer required. 12 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Audit Fees The aggregate fees billed by HJ & Associates, LLC for professional services rendered for the audit of our annual consolidated financial statements for the fiscal year ended September 30, 2004, and for the reviews of the consolidated financial statements included in our quarterly reports on Form 10-QSB for that fiscal year were $27,329. The aggregate fees billed by HJ & Associates, LLC for professional services rendered for the audit of our annual consolidated financial statements for the fiscal year ended September 30, 2003, were $30,704. Audit Related Fees HJ & Associates, LLC did not bill us for any professional services that were reasonably related to the performance of the audit or review of financial statements for either the fiscal year ended September 30, 2004, or the fiscal year ended September 30, 2003, that are not included under Audit Fees above. Tax Fees HJ & Associates, LLC did not bill us for any professional services rendered for tax compliance, tax advice, and tax planning for the fiscal years ended September 30, 2004, and September 30, 2003. All Other Fees HJ & Associates, LLC did not perform any services for us or charge any fees other than the services described above under "Audit Fees" for either the fiscal year ended September 30, 2004, or the fiscal year ended September 30, 2003. 13 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized. ARADYME CORPORATION Date: February 11, 2005 By /s/ James R. Spencer --------------------------------- James R. Spencer Its Principal Executive Officer Date: February 11, 2005 By /s/ Scott A. Mayfield --------------------------------- Scott A. Mayfield Its Principal 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 date indicated. Dated: February 11, 2005 /s/ James R. Spencer ---------------------------------- James R. Spencer, Chairman (Principal Executive Officer) /s/ Scott A. Mayfield ---------------------------------- Scott A. Mayfield (Principal Financial Officer) /s/ Kirk L. Tanner ---------------------------------- Kirk L. Tanner, Director (President) /s/ Merwin D. Rasmussen ---------------------------------- Merwin D. Rasmussen, Director (Secretary) 14