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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G



                   Under the Securities Exchange Act of 1934
                               (Amendment No.  )*


                           Appiant Technologies, Inc.
                      ------------------------------------
                                (Name of Issuer)

                                     Common
                      ------------------------------------
                         (Title of Class of Securities)

                                    07382R108
                                  ------------
                                 (CUSIP Number)


                                 31 December 2002
             -------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

[ ]   Rule 13d-1(b)
[ ]   Rule 13d-1(c)
[x]   Rule 13d-1(d)





*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information  require in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).



----------------------------                               ---------------------
  CUSIP NO.    07382R108                13G                  PAGE 2 OF 5 PAGES
----------------------------                               ---------------------

--------------------------------------------------------------------------------
      NAME OF REPORTING PERSON
 1    S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

      L. Thomas Baldwin, III
      L. Thomas Baldwin, III Living Trust u/t/a dated November 9, 1995
--------------------------------------------------------------------------------
      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 2                                                              (a) [_]
                                                                (b) [_]

--------------------------------------------------------------------------------
      SEC USE ONLY
 3


--------------------------------------------------------------------------------
      CITIZENSHIP OR PLACE OF ORGANIZATION
 4
      Illinois
--------------------------------------------------------------------------------
                          SOLE VOTING POWER
                     5
     NUMBER OF            9,648,596 (*)

      SHARES       -----------------------------------------------------------
                          SHARED VOTING POWER
   BENEFICIALLY      6

     OWNED BY             9,648,596 (*)
                   -----------------------------------------------------------
       EACH               SOLE DISPOSITIVE POWER
                     7
    REPORTING             9,648,596 (*)

      PERSON       -----------------------------------------------------------
                          SHARED DISPOSITIVE POWER
       WITH          8
                          9,648,596 (*)
--------------------------------------------------------------------------------
      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 9
                          9,648,596 (*)
--------------------------------------------------------------------------------
      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10


--------------------------------------------------------------------------------
      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
                            40.3%

--------------------------------------------------------------------------------
      TYPE OF REPORTING PERSON*
12
           IN - L. Thomas Baldwin, III
	   00 - L. Thomas Baldwin, III Living Trust
--------------------------------------------------------------------------------
(*)   Represents  3,191,334   shares  of common stock,  immediately  exercisable
warrants  to  purchase  2,861,567  shares  of  common stock,  notes  immediately
convertible into 3,595,695 shares of common stock.  Includes 105,000 shares held
by irrevocable trusts  for  each of the  Reporting Person's three children.  The
Reporting  Person  disclaims  benefitial  interst  except  to the  extent of his
pecuniary interest therein.
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!




CUSIP NO.    07382R108             13G                 PAGE 3 OF 5 PAGES



ITEM 1.

     (a)  Name of Issuer
                Appiant Technologies, Inc.

     (b)  Address of Issuer's Principal Executive Offices
                6663 Owens Drive
                Pleasanton, CA 94588

ITEM 2.

     (a)  Name of Person Filing
		L. Thomas Baldwin, III
                L. Thomas Baldwin, III Living Trust u/t/a dated 11/09/95

     (b)  Address of Principal Business Office or, if none, Residence
                141 West Jackson Boulevard
		Suite 2850
                Chicago, Illinois 60604

     (c)  Citizenship
               U.S.A

     (d)  Title of Class of Securities
               Common

     (e)  CUSIP Number 07382R108

Item 3.
         If this  statement  is  filed  pursuant  to  Sections  240.13d-1(b)  or
         240.13d-2(b) or (c), check whether the person filing is a:

          (a)  [ ] Broker or dealer  registered under section 15 of the Act (15
                   U.S.C. 78o).

          (b)  [ ] Bank as  defined  in  section  3(a)(6)  of the Act (15 U.S.C.
                   78c).

          (c)  [ ] Insurance  company as defined in section  3(a)(19) of the Act
                   (15 U.S.C. 78c).

          (d)  [ ] Investment  company  registered  under  section  89  of  the
                   Investment Company Act of 1940 (15 U.S.C. 80a-8).

          (e)  [ ] An   investment   advisor  in   accordance   with   Section
                   240.13d-1(b)(1) (ii)(E).

          (f)  [ ] An employee benefit plan or endowment fund in accordance with
                   Section 240.13d-1(b)(1)(ii)(F).

          (g)  [ ] A parent holding company or control person in accordance with
                   Section 13d-1(b)(1)(ii)(G).

          (h)  [ ] A savings  association  as  defined  in  Section  3(b) of the
                   Federal Deposit Insurance Act (12 U.S.C. 1813).

          (i)  [ ] A church  plan that is  excluded  from the  definition  of an
                   investment company  under  Section  3(c)(14)  of the
                   Investment Company Act of 1940 (15 U.S.C. 80a-3).

          (j)  [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).

ITEM 4.   OWNERSHIP

     (a)  Amount Beneficially Owned
              9,648,596 (*)

     (b)  Percent of Class
              9,648,596 (*)

     (c) Number of shares as to which such person has:

         (i)   Sole power to vote or to direct the vote    9,648,596 (*)

         (ii)  Shared power to vote or to direct the vote  9,648,596 (*)

         (iii) Sole power to dispose or to direct the disposition of
							   9,648,596 (*)

         (iv)  Shared power to dispose or to direct the disposition of
							   9,648,596 (*)

	 See (*) to information on the cover page hereof.



CUSIP NO.    07382R108                13G                   PAGE 4 OF 5 PAGES


ITEM 5.   OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

          If this  statement  is being  filed to report  the fact that as of the
          date hereof the reporting person has ceased to be the beneficial owner
          of more  than  five  percent  of the  class of  securities,  check the
          following [ ].

          Instruction: Dissolution of a group requires a response to this item.

ITEM 6.   OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

          If any other person is known to have the right to receive or the power
          to direct the receipt of dividends from, or the proceeds from the sale
          of, such securities,  a statement to that effect should be included in
          response to this item and, if such interest  relates to more than five
          percent of the class,  such person should be identified.  A listing of
          the  shareholders  of  an  investment  company  registered  under  the
          Investment Act of 1940 or the  beneficiaries of employee benefit plan,
          pension fund or endowment fund is not required.

	  N/A

ITEM 7.   IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
          THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

          If a parent holding company has filed this schedule,  pursuant to Rule
          13d-1(b)(ii)(G),  so  indicate  under  Item 3(g) and attach an exhibit
          stating the  identity  and the Item 3  classification  of the relevant
          subsidiary.  If a parent  holding  company  has  filed  this  schedule
          pursuant to Rule 13d-1(c) or Rule 13d-1(d),  attach an exhibit stating
          the identification of the relevant subsidiary.

          N/A

ITEM 8.   IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

          If  a  group   has   filed   this   schedule   pursuant   to   Section
          240.13d-1(b)(1)(ii)(J),  so  indicate  under  Item 3(j) and  attach an
          exhibit stating the identity and Item 3 classification  of each member
          of the group.  If a group has filed this schedule  pursuant to Section
          240.13d-1(c) or  240.13d-1(d),  attach an exhibit stating the identity
          of each member of the group.

          N/A

ITEM 9.   NOTICE OF DISSOLUTION OF GROUP.

          Notice  of  dissolution  of a group  may be  furnished  as an  exhibit
          stating the date of the  dissolution and that all further filings with
          respect to transactions in the security  reported on will be filed, if
          required,  by members of the group, in their individual capacity.  See
          Item 5.

          N/A



CUSIP NO.    07382R108                13G                   PAGE 5 OF 5 PAGES

ITEM 10.  CERTIFICATION.

          (a)  The following certification shall be included if the statement is
               filed pursuant to Section 240.13d-1(b):

               By signing below, I certify that, to the best of my knowledge and
               belief,  the  securities  referred to above were acquired and are
               held in the ordinary course of business and were not acquired and
               are not held for the purpose of or with the effect of changing or
               influencing  the control of the issue of the  securities and were
               not  acquired  and  are  not  held  in  connection  with  or as a
               participant in any transaction having that purpose of effect.

          (b)  The following certification shall be included if the statement is
               filed pursuant to Section 240.13d-1(c):

               By signing below, I certify that, to the best of my knowledge and
               belief,  the  securities  referred to above were not acquired and
               are not held for the purpose of or with the effect of changing or
               influencing  the control of the issuer of the securities and were
               not  acquired  and  are  not  held  in  connection  with  or as a
               participant in any transaction having that purpose or effect.

                                    SIGNATURE

      After  reasonable  inquiry and to the best of my knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.

                                                Date:      14 February 2003



                                                By: /s/ L. Thomas Baldwin, III
                                                    --------------------------
                                                    Signature

L. Thomas Baldwin, III, Individually and as Trustee of the L. Thomas Baldwin,III
Living Trust u/t/a dated November 9, 1995


The  original  statement  shall be signed by each  person  on whose  behalf  the
statement is filed or his authorized representative.  If the statement is signed
on behalf of a person by his authorized  representative  other than an executive
officer or general paper of the filing person,  evidence of the representative's
authority  to sign on behalf of such person  shall be filed with the  statement,
provided, however, that a power of attorney for this purpose which is already on
file with the  Commission  may be  incorporated  by reference.  The name and any
title of each person who signs the statement  shall be typed or printed  beneath
his signature.

NOTE:  Schedules  filed in paper format shall include a signed original and five
copies of the schedule,  including all exhibits. See Section 240.13d-7 for other
parties for whom copies are to be sent.

Attention:  Intentional  misstatements  or omissions of fact constitute  Federal
criminal violations (See 18 U.S.C. 1001).