Sedona Software Solutions (fka SSSI)

[Zardiw]

Well that's a GOOD thing...I think...because I just found this at the very tippy end of their latest filing.....The SEC is apparently a bit miffed with them:

Item 1. Legal Proceedings

We are aware that a formal order of investigation by the SEC was entered in the matter titled "Sedona Software Solutions, Inc. / HO-9634." In accordance with this investigation, Mr. John E. Cooper, our Chief Executive and Financial Officer, testified before the SEC on February 11, 2003 in regard to this matter. On June 7, 2005, Mr. Cooper received notice from the staff at the SEC that it intends to recommend that the Commission file a civil action in U.S. District Court seeking the following:


•

A permanent injunction pursuant to Section 20(b) of the Securities Act of 1933 (“Securities Act”) and Section 21(d)(1) of the Securities Exchange Act for the following conduct in or about January 2003:

1.
Violating Sections 5(a) and 5(c) of the Securities Act by offering and selling shares of Sedona Software Solutions, Inc. (“Sedona”) without a registration statement or proper exemption from registration;
2.
Violation Section 13(d) of the Exchange Act and Rule 13d-2 thereunder by failing to file an amended Schedule 13D with the Commission to report sales of Sedona stock;
3.
Violating Section 16(a) of the Exchange Act and Rules 16a-2 and 16a-3 thereunder by failing to make proper filing with the Commission disclosing sales and annual ownership of Sedona stock;
4.
Aiding and abetting Sedona’s violation of Section 13(a) of the Exchange Act and Rule 13a-11 thereunder by failing to file a current report on Form 8-K with the Commission disclosing that Sedona had been sold and that Mr. Cooper had resigned as chairman and CEO of the company (and was later reinstated as such).


•

Disgorgement (including pre-judgment interest) of profits received in connection with unlawful sales of Sedona stock in or about January 2003;


•

The imposition of civil penalties pursuant to Section 20(d) of the Sections Act and Section 21(d)(3) of the Exchange Act; and


•

A permanent bar to Section 20(g) of the Securities Act and Section 21(d)(6) of the Exchange Act prohibiting Mr. Cooper from participating in penny stock offerings.

On June 23, 2005, the SEC sent a letter confirming a telephone conversation between SEC staff and our securities counsel indicating that the Commission intends to recommend enforcement action against us. The SEC further indicated that the Commission intends to file a civil action in the United States District Court to seek a permanent injunction against us pursuant to Section 20(b) of the Securities Act and Section 21(d)(1) of the Exchange Act for violations of Section 5(a) and 5(c) of the Securities Act, and Section 13(a) of the Exchange Act and Rule 13a-11

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Table of Contents

thereunder.

Since then, management has discussed possible resolutions with the Staff of the SEC. Those discussions are ongoing.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults upon Senior Securities

......z