**UNITEDSTATES**

 

**SECURITIES AND EXCHANGECOMMISSION**

 

**WASHINGTON,D.C. 20549**

 

**FORM 10-Q/A**

(Amendment No.1)

** **

**(Mark one)**

**ý             QUARTERLY REPORT PURSUANT TOSECTION 13 OR 15(d) OF**

**THE SECURITIES EXCHANGE ACT OF 1934**

 

**Forthe quarterly period ended April 30, 2005**

**OR**

 

**o            TRANSITION REPORT PURSUANT TOSECTION 13 OR 15(d) OF**

**THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the transition period from                  to                  **

** **

**Commissionfile number 0-29911**

 

**THE SCO GROUP, INC.**

(Exactname of registrant as specified in its charter)

 

| **Delaware**                     | ** ** | **87-0662823**                           |
|----------------------------------|------------|------------------------------------------|
| (State  or other jurisdiction of |       | (I.R.S.  Employer Identification Number) |
| incorporation  or organization)  |       |                                     |

 

**355South 520 West**

**Suite100**

**Lindon,Utah 84042**

(Addressof principal executive offices and zip code)

 

**(801)765-4999**

(Registrant’stelephone number, including area code)

 

Indicate by check mark whether the Registrant(1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2)has been subject to filing requirements for the past 90 days.

 

YES ý NO o

 

Indicate by check mark whether the registrantis an accelerated filer (as defined in Rule 12b-2 of the Exchange Act)

 

YES o NO ý

 

*As of May 27, 2005, there were 17,923,510shares of the Registrant’s common stock, $0.001 par value per share,outstanding.*

* *

 

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**EXPLANATORY NOTE**

 

ThisAmendment No. 1 on Form 10-Q/A (this “Amendment”) amends the Quarterly Reporton Form 10-Q (the “Original Quarterly Report”) for the quarter ended April 30,2005, which was originally filed with the Securities and Exchange Commission(the “SEC”) on June 3, 2005.  We arefiling this Amendment in response to a comment letter received from the SEC inconnection with its review of our registration statement on Form S-1 (File No.333-127000).  We have modified Item 4,“Controls and Procedures,” in this Amendment in response to the comment letterto elaborate upon changes in our internal control over financial reporting.

 

Wehave included as exhibits to this Amendment new certifications of our principalexecutive officer and principal financial and accounting officer.

 

Exceptas described above, no attempt has been made in this Amendment to modify orupdate other disclosures presented in the Original Quarterly Report.  This Amendment does not reflect eventsoccurring after the filing of the Original Quarterly Report or modify or updatethose disclosures, including the exhibits to the Original Quarterly Reportaffected by subsequent events. Accordingly, this Amendment should be read in conjunction with ourfilings with the SEC subsequent to the filing of the Original Quarterly Report,including any amendments to those filings.

 

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**PART I**

 

**ITEM 4.                  CONTROLSAND PROCEDURES**

** **

*Evaluation of disclosurecontrols and procedures.*  Under thesupervision and with the participation of our management, including our ChiefExecutive Officer and Chief Financial Officer, we evaluated the effectivenessof the design and operation of our disclosure controls and procedures (asdefined in Rule 13a-15(e) under the Securities Exchange Act of 1934(the “Exchange Act”)).  Based upon that evaluation, the Chief ExecutiveOfficer and Chief Financial Officer concluded that, as of the end of the periodcovered by this report, our disclosure controls and procedures were effective.

 

*Changes in internal controlover financial reporting.* During the most recent quarter endedApril 30, 2005, we have implemented certain changes in our internalcontrol over financial reporting (as defined in Rule 13a-15(f) underthe Exchange Act).  We have implemented additional internal control proceduresconcerning our accounting for non-routine capital stock and stock optiontransactions.  These internal control procedures have included thefollowing:

 

•                                          We haveimplemented additional transactional controls concerning equity awards underour equity compensation plans, which principally include reconciling on aquarterly basis the number of common shares available for issuance under ourequity compensation plans to the number of shares that have been registered forissuance under the Securities Act of 1933 and qualified for issuance under applicablestate “blue sky” laws.

 

•                                          We haverequired Company management to regularly perform the procedures outlined in anequity compliance checklist which include:

 

•                                          confirmingthat the reconciliation in the first bullet above occurs quarterly,

 

•                                          documentingany non-routine issuances of equity awards to employees and non-employees, and

 

•                                          preparingand approving by Company management all required equity disclosures in ourperiodic filings with the SEC.

 

•                                          We haveadded additional review and approval requirements for non-routine equitytransactions by requiring documented approval by our Chief Financial Officerand Chairman of our Audit Committee of such transactions.

 

These additionalcontrols were put in place as the result of an identified material weakness inour internal controls over financial reporting concerning our accounting fornon-routine capital stock and stock option transactions as reported in ourquarterly report on Form 10-Q for the quarter ended January 31, 2005and our annual report on Form 10-K for the fiscal year endedOctober 31, 2004.

 

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**PART II**

 

**ITEM 6.                  EXHIBITS**

 

Note:  Item 6 in the Form 10-Q, as originally filed,is unchanged except for the filing of additional certifications of ourprincipal executive officer and principal financial and accounting officer.

 

The following exhibits areincluded as part of this Form 10-Q/A.

 
| 31.1   |   | Certification  of Darl C. McBride, President and Chief Executive Officer, pursuant to Rule  13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002.                       |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                    |
| 31.2   |   | Certification  of Bert Young, Chief Financial Officer, pursuant to Rule 13a-14(a) of the  Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of  2002.                                          |
|   |   |                                                                                                                                                                                                                    |
| 32.1   |   | Certification  of Darl C. McBride, President and Chief Executive Officer, pursuant to  Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant  to Section 906 of the Sarbanes-Oxley Act of 2002. |
|   |   |                                                                                                                                                                                                                    |
| 32.2   |   | Certification  of Bert Young, Chief Financial Officer, pursuant to Section 1350, Chapter 63  of Title 18, United States Code, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002.                    |

 

**SIGNATURES**

 

Pursuant to the requirements of the Securities Exchange Act of 1934,the Registrant has duly caused this report to be signed on its behalf by theundersigned thereunto duly authorized.
| Date: October 26,  2005 | THE SCO  GROUP, INC. |
|------------------------------|----------------------|
|                         |                 |
|                         |                 | By: | /s/ Bert B.  Young |   |
|                         |                 |   | Bert B. Young |
|                         |                 |   | Duly Authorized  Officer and |
|                         |                 |   | Chief  Financial Officer |
|                         |                 |   | (Principal  Financial and |
|                         |                 |   | Accounting  Officer) |

 

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**Exhibit Index**

 
| 31.1   |   | Certification  of Darl C. McBride, President and Chief Executive Officer, pursuant to Rule  13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002.                       |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                    |
| 31.2   |   | Certification  of Bert Young, Chief Financial Officer, pursuant to Rule 13a-14(a) of the  Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of  2002.                                          |
|   |   |                                                                                                                                                                                                                    |
| 32.1   |   | Certification  of Darl C. McBride, President and Chief Executive Officer, pursuant to  Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant  to Section 906 of the Sarbanes-Oxley Act of 2002. |
|   |   |                                                                                                                                                                                                                    |
| 32.2   |   | Certification  of Bert Young, Chief Financial Officer, pursuant to Section 1350, Chapter 63  of Title 18, United States Code, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002.                    |

 

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