SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                                 (Rule 13d-101)

            INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13d-2(a)

                              (Amendment No. 7 )(1)


                           Appiant Technologies, Inc.
                      (f/k/a Nhancement Technologies, Inc.)
--------------------------------------------------------------------------------
                                (Name of Issuer)


                          Common Stock, $.01 par value
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    03782R108
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                                 (CUSIP Number)

                                Gerald L. Fishman
                               Wolin & Rosen, Ltd.
                        55 West Monroe Street, Suite 3600
                                Chicago, IL 60603
                                  312.424.0600
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                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)


                                  July 31, 2000
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             (Date of Event which Requires Filing of This Statement)

     If the filing  person has  previously  filed a statement on Schedule 13G to
report the  acquisition  that is the subject of this Schedule 13D, and is filing
this  schedule  because  of Rule  13d-1(e),  13d-1(f)  or  13d-1(g),  check  the
following box [_].

          Note:  Schedules filed in paper format shall include a signed original
     and five copies of the schedule,  including all exhibits. See Rule 13d-7(b)
     for other parties to whom copies are to be sent.

                         (Continued on following pages)
                               (Page 1 of 7 Pages)
----------
(1)  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 disclosures provided in a prior cover page.

     The  information  required on 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 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).
(SC13D-07/99)


CUSIP No. 03782R108                 13D                   Page  2 of 7 Pages


--------------------------------------------------------------------------------
1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

L. Thomas Baldwin III
L. Thomas Baldwin III Living Trust u/t/a dated 11/9/95
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2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a)  [X]
                                                                 (b)  [_]

  See Note A
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3    SEC USE ONLY



--------------------------------------------------------------------------------
4    SOURCE OF FUNDS*

     PF -- See Note A

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5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)
                                                           Item 2(d) [_]
                                                           Item 2(e) [_]

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6    CITIZENSHIP OR PLACE OF ORGANIZATION

     Illinois

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               7    SOLE VOTING POWER

  NUMBER OF         4,951,813   See Note A

   SHARES      _________________________________________________________________
               8    SHARED VOTING POWER
BENEFICIALLY
                    650,113     See Note A
  OWNED BY
               -----------------------------------------------------------------
    EACH       9    SOLE DISPOSITIVE POWER

  REPORTING         4,951,813   See Note A

   PERSON      _________________________________________________________________
               10   SHARED DISPOSITIVE POWER
    WITH
                    650,113     See Note A


--------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            5,450,426 -- L. Thomas Baldwin III  (See Note A)
              151,430 -- L. Thomas Baldwin III Living Trust  (See Note A)
--------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

                                                                             [X]
     See Note A
--------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     39.3%


CUSIP No. 03782R108                 13D                   Page  3 of 7  Pages


--------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON*

     IN -- L. Thomas Baldwin III
     OO -- L. Thomas Baldwin III Living Trust

--------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!

ITEM 1.  SECURITY AND ISSUER

         a.       Appiant Technologies, Inc.
                      (f/k/a Nhancement Technologies, Inc.)
                  6663 Owens Drive
                  Pleasanton, CA    94588

         b.       Common Stock, $.01 par value

ITEM 2.  IDENTITY AND BACKGROUND

a.  L. Thomas Baldwin III             a.   L. Thomas Baldwin III Living
                                           Trust, L. Thomas Baldwin III, Trustee

b.  141 West Jackson Boulevard        b.   141 West Jackson Boulevard
    Suite 2850                             Suite 2850
    Chicago, IL    60604                   Chicago, IL    60604

c.  Investor, Trader                  c.   Trust, Trustee

d.  N/A                               d.   N/A

e.  N/A                               e.   N/A

f.  USA                               f.   Illinois, USA


ITEM 3.  SOURCE AND AMOUNT OF FUNDS FOR OTHER CONSIDERATION

     The source of the funds are the personal funds of L. Thomas Baldwin III and
the L. Thomas  Baldwin III Living Trust.  The aggregate  amount of funds used in
making  purchases  through and  including 30 November  2001 for these  Reporting
Persons (see Note A) were  $48,586,009 for Mr. Baldwin and $2,645,036 for the L.
Thomas  Baldwin III Living Trust.  Mr.  Baldwin also has  purchased  convertible
promissory notes of the Issuer for an aggregate  principal amount of $3,050,000.
In addition to conversion  rights,  interest and  repayment,  he has received or
will receive warrants to purchase 1,777,823 shares, all of which are immediately
exercisable.





CUSIP No. 03782R108                  13D                   Page  4 of 7  Pages


ITEM 4.  PURPOSE OF TRANSACTION

          The purpose of the  acquisition of securities of the Issuer is as an
     investment by L. Thomas Baldwin III.


     a.   Mr. Baldwin has no present plans to purchase  additional shares of the
          Issuer  except as a result  of  possible  conversion  or  exercise  of
          convertible securities or warrants currently held by him.

     b-j. Mr. Baldwin has no present intentions to engage in or cause any of the
          matters  listed  in these  subsections  of this  Item 4.  His  present
          intention is to be and remain an investor in the Issuer.  In December,
          2000, Mr. Baldwin was elected a director of the Issuer. The timing and
          amount of additional purchases, if any, are currently unknown.

ITEM 5.  INTEREST AND SECURITIES OF THE ISSUER

         a.       Shares owned:

                  (1)     L. Thomas Baldwin III -- 4,951,813 shares (34.7%)
                          (See Note A)

                  (2)     Rosenthal Collins Group, L.L.C.  (See Note A)

                          (i)  L. Thomas Baldwin III -- 498,683 shares (3.5%)

                          (ii) L. Thomas  Baldwin III Living  Trust -- 151,430
                               shares(1.1%)

                          Total Rosenthal Collins Group, L.L.C.  -- 650,113
                          shares (4.6%)

                  Total Group (See Note A) -- 5,601,926 shares (39.3%)

         b.       Voting power:


                    (1)    L. Thomas Baldwin III, individually (See Note A)
                           Sole voting  power -- 4,951,813
                           Shared  voting power ---  650,113
                           Sole dispositive  power -- 4,951,813
                           Shared  dispositive power --  650,113

                    (2)    Rosenthal Collins Group, L.L.C. (See Note A)
                           Sole voting power -- 650,113
                           Shared voting power  ---  650,113
                           Sole dispositive power  --  650,113
                           Shared dispositive power  --  650,113



CUSIP No. 03782R108                  13D                   Page  5 of 7  Pages


     c.   On March 21,  2001,  this  Reporting  Person  purchased,  at par,  the
          Issuers's $2,500,000  Convertible  Promissory Note maturing on May 31,
          2001 (subsequently extended by this Reporting Person to May 31, 2002).
          This note will be convertible  into 2,500,000  shares of Issuer common
          stock upon maturity. However, not more than 19.9% of additional shares
          of the  Issuer's  common  stock  may  be  issued  without  shareholder
          approval.  In  connection  with this note,  the Issuer  issued to this
          Reporting  Person a Warrant to purchase 462,963 shares of the Issuer's
          Common Stock,  subject to  adjustment.  In addition,  under this Note,
          this Reporting Person received additional Warrants to purchase 462,963
          shares,  because the Issuer did not receive certain  additional equity
          investments.  Furthermore,  the Issuer issued an additional Warrant to
          purchase  555,555 shares in  consideration  of this  Reporting  Person
          extending the note's  maturity date. All such Warrants are exercisable
          immediately  at an  exercise  price of $2.70  per  share  (subject  to
          adjustment  pursuant to the terms of the  Warrants) and expire 7 years
          from issuance. See Note A.

          On May 31 2001, this Reporting  Person  purchased at par, the Issuer's
          $150,000 face amount  Convertible  Promissory  Note due and payable on
          June 21, 2001 ("Note").  In further  consideration  for the Note, this
          Reporting  Person  received a warrant to purchase 30,000 shares of the
          Issuer's common stock, exercisable  immediately,  at an exercise price
          of $1.57 per  share.  The issuer  has  agreed to  register  the shares
          issuable upon exercise in its next registration of shares.


          On June 8, 2001, the Issuer refunded the  above-described  Note with a
          $150,000  face  amount,   8%  secured   Convertible   Promissory  Note
          ("Promissory  Note") due June 8, 2003 ("Maturity Date"). The number of
          shares into which the Promissory Note may be converted on the Maturity
          Date is equal to the amount due under the Promissory Note divided by a
          conversion price determined by taking 110% of the average of the three
          closing bid prices  selected by the Payee  during the 15 trading  days
          immediately preceding June 8, 2001 or the average of the three closing
          bid  prices  selected  by the  Payee  during  the 15 days  immediately
          preceding the conversion  date. The Promissory Note is one of an issue
          to investors including this Reporting Person.

          In further  consideration  for the  Promissory  Note,  this  Reporting
          Person  received a five-year  warrant to purchase 56,818 shares of the
          Issuer's Common Stock, exercisable  immediately,  at an exercise price
          of $2.64 per  share.  The Issuer  has  agreed to  register  the shares
          issuable upon exercise in its next registration of shares.

          On October 31, 2001,  this  Reporting  Person  purchased,  at par, the
          Issuer's $100,000 face amount, 8% secured Convertible  Promissory Note
          due on the earlier of five business days from receipt by the Issuer of
          certain  accounts  receivable  or January 15, 2002.  On maturity,  the
          holder may  convert  this note into  shares at 90% of the  exercise or
          conversion price applicable to any subsequent financing secured by the
          Issuer,  or, if no such financing is completed,  at 90% of the closing
          price of the  Issuer's  common  stock on the trading  day  immediately
          preceding maturity.

          In further  consideration for the above note, this Reporting Person is
          to  receive a  warrant  to  purchase  59,524  shares of common  stock,
          exercisable immediately, at $1.68 per share.

          On November 28, 2001,  this Reporting  Person  purchased,  at par, the
          Issuer's $200,000 face amount, 8% Secured Convertible  Promissory Note
          due May 30, 2002.  This note is convertible at maturity into shares of
          common stock at 90% of the closing price of the Issuer's  common stock
          on the trading day immediately preceding maturity.



       CUSIP No. 03782R108                  13D             Page  6 of 7  Pages

          In further  consideration  for the above note,  this Reporting  Person
          received  a  warrant  to  purchase  150,000  shares  of  common  stock
          exercisable immediately, at $1.35 per share.

     d.       N/A

     e.       N/A


ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
         TO SECURITIES OF THE ISSUER

               See Note A with  respect to the  relationships  among the persons
               named in Item 2 and with respect to the securities of the Issuer.

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

          1.   There are no  materials  relating  to the  borrowing  of funds to
               finance the acquisition, as disclosed in Item 3.

          2.   There are no written  agreements  relating to the  acquisition of
               Issuer control,  liquidation, sale of assets, merger or change in
               business or corporate structure or any other matter, as disclosed
               in Item 4.

          3.   There are no  written  agreements  relating  to the  transfer  of
               voting of the securities, finders' fees, joint ventures, options,
               puts,  calls,  guarantees  of loans,  guarantees  against loss of
               profit,  or the giving or withholding of any proxy,  as disclosed
               in Item 6, except the Common Stock Warrant heretofore attached as
               an Exhibit.

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:  December 21, 2001.

                                            /s/  L. Thomas Baldwin III
                                            ------------------------------------
                                            L. THOMAS BALDWIN III,
                                            Individually and as Trustee of
                                            the L. Thomas Baldwin III Living
                                            Trust u/t/a dated 11/9/95


     Attention.  Intentional  misstatements  or  omissions  of  fact  constitute
federal criminal violations (see 18 U.S.C. 1001).

 CUSIP No. 03782R108                  13D                   Page  7 of 7  Pages

                                    NOTE A

This Schedule 13D represents ownership by the Reporting Person and other members
of the "group" as described below of an aggregate of 5,601,926  shares of common
stock of the Issuer (39.3%),  including immediately  exercisable (i) warrants to
purchase 300,000 shares at $6.00 per share and 56,818 shares at $2.64 per share,
(ii) warrants to purchase  30,000 shares at $1.57 per share,  (iii)  warrants to
purchase 59,524 shares at $1.35 per share,  (iv) warrants to purchase  1,481,481
shares at $2.70 per share,  and (v) warrants to purchase 150,000 shares at $1.50
per  share,  but  excluding  shares  issuable  upon  conversion  of  convertible
promissory notes aggregating $2,950,000 face amount, all as described in Item 5c
above. L. Thomas Baldwin III is a non-voting,  non-managing  member of Rosenthal
Collins Group,  L.L.C., an Illinois limited  liability  company ("RCG").  RCG is
registered with the Commodity Futures Trading Commission as a futures commission
merchant and is a clearing  member of all major principal  futures  exchanges in
the United States and  elsewhere.  As such, RCG is required to meet and maintain
significant  levels of adjusted  net  capital to comply  with CFTC and  exchange
clearing requirements.

While RCG has full legal control over 650,113  shares,  Mr. Baldwin could always
direct  RCG to sell the  shares,  which  accommodation  RCG would be  willing to
accommodate  subject,  of course,  to all the various capital  requirements with
which RCG must comply.  Moreover,  as an accommodation,  RCG would be willing to
defer to Mr. Baldwin with respect to the voting of such shares.  Hence,  in Item
5.b, the shares deposited with RCG are listed as owned by it, and the voting and
dispositive power is disclosed as shared with Mr. Baldwin.

While the shares of the Issuer held by RCG are owned of record and are under its
total legal  control,  RCG,  solely for purposes of the shares of the Issuer and
not  otherwise,  should be deemed an affiliate of L. Thomas  Baldwin III and Mr.
Baldwin  should  be  deemed  de  facto  beneficial  owner  of all  such  shares,
notwithstanding  that all such shares are subject to the risks and requirements,
regulatory and market, of RCG.