SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





**FORM
      10-KSB**





[X]
      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
      OF
      1934


For
      the
      fiscal year ended **June
      30, 2005**





TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




[
      ] For the transition
      period from _________________ to __________________





Commission
      file number: 000-33369





**Sedona
      Software Solutions, Inc.**


(Exact
      name of Registrant as specified in its charter)





**** **Nevada**       **98-0226926**


(State
      or
      other jurisdiction of incorporation or organization)  (I.R.S.
      Employer Identification No.)





**3273
      E. Warm Springs, Rd.**


**Las
      Vegas, Nevada 89120**


(Address
      of principal executive offices)





**(702)
      312-6255**


Registrant’s
      telephone number, including area code





Securities
      registered pursuant to Section 12(b) of the Exchange Act: **None**





Securities
      registered pursuant to Section 12(g) of the Act:





Common
      Stock


(Title
      of
      Class)





Check
      whether the Issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities Exchange Act during the past 12 months (or for such
      shorter period that the registrant was required to file such reports), and
      (2)
      has been subject to such filing requirements for the past 90 days. **Yes** **** **No __** **X** **__**





Check
      if
      disclosure of delinquent filers in response to Item 405 of Regulation S-B is
      not
      contained in this form, and no disclosure will be contained, to the best of
      registrant’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB [ ]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). **Yes
      [X] No [ ]**





State
      issuer’s revenues for its most recent fiscal year: **$0**





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the average bid and asked price of
      such
      common equity, as of a specified date within the past 60 days. **$138
      as of November 29, 2005**





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date. **5,376,500
      Common Shares as of November 29, 2005**





Transitional
      Small Business Disclosure Format (check one): **Yes
      [ ] No [X** **]**




Table
          of Contents


**TABLE
      OF CONTENTS**





PagePART
                IItem
                1:
            Description
                of Business
            3Item
                2:
            Description
                of Property
            4Item
                3:
            Legal
                Proceedings
            4Item
                4:
            Submission
                of Matters to a Vote of Security
                Holders
            5PART
                IIItem
                5:
            Market
                for Common Equity and Related Stockholder Matters
            6Item
                6:
            Plan
                of Operation
            8Item
                7:
            Financial
                Statements
            11Item
                8:
            Changes
                In and Disagreements With Accountants on Accounting
                and Financial Disclosure
            12Item
                8A:
            Controls
                and Procedures
            12Item
                8B:
            Other
                Information
            13PART
                IIIItem
                9:
            Directors,
                Executive Officers, Promoters and Control
                Persons; Compliance With Section 16(a) of the Exchange
                Act
            13Item
                10:
            Executive
                Compensation
            16Item
                11:
            Security
                Ownership of Certain Beneficial Owners and
                Management and Related Stockholder Matters
            17Item
                12:
            Certain
                Relationships and Related
                Transactions
            18Item
                13:
            Exhibits
            19Item
                14:
            Principal
                Accountant Fees and Services
            19





2
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          of Contents


**PART
      I**





**ITEM
      1.****DESCRIPTION
      OF BUSINESS.**





We
      were
      incorporated on July 14, 1999 under the laws of the state of Nevada.





We
      were a
      development stage company that possessed a license to use technology known
      as
      the Autonet Parking Violation Management suite of software, also known as the
      Autonet system or Autonet. Autonet is a computerized motor vehicle ticket
      information system designed to provide instant information to its users. This
      device is designed to be used by private parking companies, cities,
      municipalities, county, state or provincial parking enforcement agencies, and
      the like, to supply information about licensed vehicles.





We
      had
      the right to acquire Autonet from Markatech Industries Corp. under an option
      agreement. Markatech is the owner and developer of the Autonet Parking Violation
      Management system software and is a Vancouver, Canada, based technologies firm.
      Additionally, we entered into a Licensing, Development and Marketing Agreement
      under which Markatech was to continue developing the Autonet system to meet
      the
      requirements of the current market-dictated digital communications environment.
      Our option to acquire all rights, title, and interest in Autonet expired on
      July
      1, 2003. We no longer have any agreement with Markatech.





We
      are in
      the process of evaluating other business interests. At the present time, we
      have
      not identified any other businesses or technology opportunities that management
      believes in consistent with our expertise and income needs. We can provide
      no
      assurance that we will be successful in acquiring other businesses or technology
      due to our limited working capital. We anticipate that if we are successfully
      able to identify technology or businesses for acquisition, we will require
      additional financing in order to enable us to complete the acquisition. However,
      we can provide no assurance that if we pursue additional financing we will
      receive any financing.





**Significant
      Employees**





We
      have
      no significant employees other than our sole officer and director, Mr. David
      Clark.





**Research
      and Development**




We
      have
      incurred no research and development expenditures during the fiscal years ended
      June 30, 2005 or 2004.





**Subsidiaries**





We
      do not
      have any subsidiaries.





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**Government
      Regulation**





We
      are
      not aware of any existing or pending governmental regulation that will have
      a
      material impact on the operation of our business.




**Trademarks
      and Intellectual Property**




We
      do not
      own, either legally or beneficially, any patent or trademark. Our option to
      acquire all rights, title, and interest in Autonet expired on July 1, 2003.




**ITEM
      2.****DESCRIPTION
      OF PROPERTY.**





We
      do not
      lease or own any real estate property. At the present time, we maintain offices
      at the offices of our majority shareholder, Cane Clark LLP.





**ITEM
      3.****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 former 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 on 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;


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•  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, our legal counsel received correspondence from the SEC indicating
      that
      the Commission intends to recommend enforcement action against the Company.
      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 of 1933 and Section 21(d)(1) of the
      Exchange Act of 1934 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
      thereunder.





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





**ITEM
      4.****SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS.**





Subsequent
      to the reporting period on September 6, 2005, we held our annual shareholders
      meeting. At this meeting, the shareholders voted on the following
      actions:





1.
            The
                election of directors; and


2.
            The
                approval of a reverse stock split at a rate of 5 to
                1.





No
      other
      matters were submitted to our stockholders for a vote during the September
      6,
      2005 meeting. There were 3,001,200 shares represented either in person or by
      proxy at this meeting, representing approximately 55% of our outstanding common
      stock on the record date for the meeting. 3,001,200 voted in favor of electing
      Mr. David Clark as director with no votes against or abstentions. With respect
      to the proposal of a reverse stock split, 3,001,200 voted in favor, 100 shares
      voted against, and there were no absentsions.





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**PART
      II**





**ITEM
      5.****MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER****MATTERS.**





**Market
      Information**





Our
      common stock is quoted on the pink sheets, under the trading symbol SDSW.PK
      (formally SSSI.PK). The following table lists the range of high and low bid
      information for our common equity for each quarter within the last two fiscal
      years for which such information was available:




High
                Bid
            Low
                BidQuarter
                ended September 30, 2003
            $0.05
            $0.00Quarter
                ended December 31, 2003
            $0.55
            $0.00Quarter
                ended March 31, 2004
            $0.30
            $0.00Quarter
                ended June 30, 2004
            $0.01
            $0.00





The
      quotations reflect inter-dealer prices, without retail mark-up, markdown or
      commission and may not represent actual transactions.





The
      Securities Exchange Commission has adopted rules that regulate broker-dealer
      practices in connection with transactions in penny stocks. Penny stocks are
      generally equity securities with a price of less than $5.00, other than
      securities registered on certain national securities exchanges or quoted on
      the
      Nasdaq system, provided that current price and volume information with respect
      to transactions in such securities is provided by the exchange or system. The
      penny stock rules require a broker-dealer, prior to a transaction in a penny
      stock not otherwise exempt from those rules, deliver a standardized risk
      disclosure document prepared by the Commission, which: (a) contains a
      description of the nature and level of risk in the market for penny stocks
      in
      both public offerings and secondary trading; (b) contains a description of
      the
      broker's or dealer's duties to the customer and of the rights and remedies
      available to the customer with respect to a violation to such duties or other
      requirements of Securities' laws; (c) contains a brief, clear, narrative
      description of a dealer market, including bid and ask prices for penny stocks
      and significance of the spread between the bid and ask price; (d) contains
      a
      toll-free telephone number for inquiries on disciplinary actions; (e) defines
      significant terms in the disclosure document or in the conduct of trading in
      penny stocks; and (f) contains such other information and is in such form as
      the
      Commission shall require by rule or regulation. The broker-dealer also must
      provide, prior to effecting any transaction in a penny stock, the customer:
      (a)
      with bid and offer quotations for the penny stock; (b) the compensation of
      the
      broker-dealer and its salesperson in the transaction; (c) the number of shares
      to which such bid and ask prices apply, or other comparable information relating
      to the depth and liquidity of the market for such stock; and (d) monthly account
      statements showing the market value of each penny stock held in the customer's
      account. In addition, the penny stock rules require that prior to a transaction
      in a penny stock not otherwise exempt from those rules; the broker-dealer must
      make a special written determination that the


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penny
      stock is a suitable investment for the purchaser and receive the purchaser's
      written acknowledgment of the receipt of a risk disclosure statement, a written
      agreement to transactions involving penny stocks, and a signed and dated copy
      of
      a written suitably statement.





These
      disclosure requirements may have the effect of reducing the trading activity
      in
      the secondary market for our stock if it becomes subject to these penny stock
      rules. Therefore, if our common stock becomes subject to the penny stock rules,
      stockholders may have difficulty selling those securities.





**Holders
      of Common Stock**





As
      of
      June 30, 2005, there were 16 record holders of our common stock.





**Recent
      Sales of Unregistered Securities**




None.




**Dividends**




There
      are
      no restrictions in our articles of incorporation or bylaws that prevent us
      from
      declaring


dividends.
      The Nevada Revised Statutes, however, do prohibit us from declaring dividends
      where, after giving effect to the distribution of the dividend:





1.  We
      would
      not be able to pay our debts as they become due in the usual course
      of business;
      or




2.  Our
      total
      assets would be less than the sum of our total liabilities plus the
      amount that
      would be needed to satisfy the rights of shareholders who have
      preferential rights superior
      to those receiving the distribution.





We
      have
      not previously declared or paid any dividends on its common stock and do not
      anticipate declaring any dividends in the foreseeable future.





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**ITEM
      6.****PLAN
      OF OPERATION.**




**Forward-Looking
      Statements**




Historical
      results and trends should not be taken as indicative of future operations.
      Management’s statements contained in this report that are not historical facts
      are forward-looking statements within the meaning of Section 27A of the
      Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
      Act of 1934, as amended. Actual results may differ materially from those
      included in the forward-looking statements. The Company intends such
      forward-looking statements to be covered by the safe-harbor provisions for
      forward-looking statements contained in the Private Securities Litigation Reform
      Act of 1995, and is including this statement for purposes of complying with
      those safe-harbor provisions. Forward-looking statements, which are based on
      certain assumptions and describe future plans, strategies and expectations
      of
      the Company, are generally identifiable by use of the
      words “believe,”“expect,”“intend,”“anticipate,”“estimate,”“project,”“prospects,”
or similar expressions. The Company’s ability to predict results or the actual
      effect of future plans or strategies is inherently uncertain. Factors which
      could have a material adverse affect on the operations and future prospects
      of
      the Company on a consolidated basis include, but are not limited to: changes
      in
      economic conditions, legislative/regulatory changes, availability of capital,
      interest rates, competition, and generally accepted accounting principles.
      These
      risks and uncertainties should be considered in evaluating forward-looking
      statements and undue reliance should not be placed on such statements. Further
      information concerning the Company and its business, including additional
      factors that could materially affect the Company’s financial results, is
      included herein and in the Company’s other filings with the Securities and
      Exchange Commission.




**Change
      in Control**





Upon
      the
      close of a Share Transfer Agreement effective May 13, 2005, John E. Cooper,
      our
      former sole director and officer, transferred his 3,000,000 shares of common
      stock in the Company to Cane Clark, LLP, legal counsel for the Company for
      several years. In connection with the transfer of shares, Mr. Cooper also
      assigned a promissory note dated May 1, 2005 to Cane Clark, LLP. As part of
      the
      same transaction, Mr. Cooper’s two sons and prior directors of the Company,
      Andrew J. Cooper and Gordon E. Cooper, each transferred his 500,000 shares
      of
      common stock in the Company to Cane Clark, LLP. In consideration for the
      aggregate 4,000,000 shares, Cane Clark, LLP agreed to forgive accrued legal
      fees
      incurred by the Company, which the Company was unable to afford, and provide
      future services. In further consideration for the aggregate 4,000,000 shares,
      Cane Clark, LLP agreed to pay John E. Cooper, Andrew J. Cooper, and Gordon
      E.
      Cooper the total sum of $100,000.00 out of the proceeds of any resale of the
      shares.





We
      believe that the consummation of the Share Transfer Agreement represents a
      change of control of the Company. Upon the close of the Share Transfer Agreement
      effective May 13, 2005, Cane and Clark, LLP now owns approximately 74.4% of
      the
      voting shares of our Company.







8
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**Plan
      of Operation**




We
      currently have no business activities. Our option to acquire all rights, title
      and interest in Autonet expired July 1, 2003. Our plan of operations is to
      continue our attempts to identify and evaluate other businesses and technology
      opportunities and make arrangements to acquire one that is consistent with
      our
      expertise and income needs. At the present time, we have not identified any
      other businesses or technology opportunities that management believes in
      consistent with our expertise and income needs.





We
      can
      provide no assurance that we will be successful in acquiring other businesses
      or
      technology due to our limited working capital. We anticipate that if we are
      successfully able to identify technology or businesses for acquisition, we
      will
      require additional financing in order to enable us to complete the acquisition.
      However, we can provide no assurance that if we pursue additional financing
      we
      will receive any financing.





We
      currently have forecasted the expenditure of approximately $20,000 during the
      next six to twelve months in order to remain in compliance with the reporting
      requirements of the Securities Exchange Act of 1934 and to identify additional
      businesses and technology for acquisition. The completion of our business plan
      for the next 12 months is contingent upon us obtaining additional financing.
      If
      we are unable to obtain additional financing, our business plan will be
      significantly impaired. We do not have any formal commitments or arrangements
      for the sales of stock or the advancement or loan of funds. Without the
      necessary cash flow, we will not be able to pursue our plan of operations until
      such time as the necessary funds are raised in the equity securities market.
      If
      we are successful and identify a business or technology to acquire, we will
      need
      additional financing to complete this acquisition.





We
      do not
      anticipate purchasing any real property or significant equipment during the
      next
      12 months.





At
      the
      present time we have no employees other than our sole officer and director,
      Mr.
      David Clark. We do not anticipate hiring any employees until such time as we
      are
      able acquire any additional businesses and/or technology.





**Results
      of Operations**





We
      did
      not earn any revenues during the fiscal years ending June 30, 2005 or 2004.
      We
      have not generated any revenue since our inception.





We
      incurred expenses in the amount of $36,109 for the fiscal year ended June 30,
      2005, compared to expenses of $20,766 for the fiscal year ended June 30, 2004.
      Our expenses for the fiscal year ended June 30, 2005 were primarily attributable
      to paying professional fees. We incurred $33,951 in professional fees for the
      fiscal year ended June 30, 2005. We anticipate our operating expenses will
      increase if we are successful and identify a business or technology to acquire.


9
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We
      incurred a loss of $36,109 for the fiscal year ended June 30, 2005, compared
      to
      a loss of $20,766 for the fiscal year ended June 30, 2004. Our losses have
      been
      attributable entirely to operating expenses.





**Liquidity
      and Capital Resources**





As
      of
      June 30, 2005, we had cash in the amount of $270 compared to cash of $12,662
      as
      of June 30, 2004. We had a working capital deficit of $63,081 as of June 30,
      2005, compared to a working capital deficit in the amount of $41,374 as of
      June
      30, 2004. Accordingly, we currently have insufficient working capital to pursue
      our plan of operations.





We
      have
      not attained profitable operations and are dependent upon obtaining financing
      to
      pursue our plan of operations. For these reasons our auditors stated in their
      report that they have substantial doubt we will be able to continue as a going
      concern.





**Going
      Concern**





Our
      independent certified public accountants have stated in their Auditor’s Report
      included in this Form 10-KSB that we have incurred operating losses, accumulated
      deficit, and negative cash flow from operations. As of June 30, 2005, we have
      a
      net loss of $141,517 since our inception and have no sales. Our future is
      dependent on our ability to obtain financing and develop new business
      opportunities into future profitable operations.





These
      factors, among others, raise substantial doubt about our ability to continue
      as
      a going concern. The accompanying consolidated financial statements do not
      include any adjustments related to recoverability and classification of asset
      carrying amounts or the amount and classification of liabilities that might
      result should we be unable to continue as a going concern.




10
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**ITEM
      7.****FINANCIAL
      STATEMENTS.**





The
      following financial statements, financial statement schedules and supplementary
      date are included:





F-1Independent
      Auditors’ Report





Audited
      Financial
      Statements:





F-2Balance
      Sheets - June 30, 2005 and June 30, 2004





F-3Statements
      of Operations - Years Ended June 30, 2005 and June 30, 2004





F-4Statements
      of Cash Flows - Years Ended June 30, 2005 and June 30, 2004





F-5Statement
      of Changes in Stockholders’ Deficiency - Years Ended June 30, 2005 and June 30,
      2004





F-6Notes
      to
      Consolidated Financial Statements







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SEDONA
      SOFTWARE SOLUTIONS, INC.


(A
      Development Stage Company)








FINANCIAL
      STATEMENTS








JUNE
      30,
      2005 AND 2004


(Stated
      in U.S. Dollars)







F-1
 Table
          of Contents




**REPORT** **OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 
 
 
 To
        the
        Stockholders and Director of
 Sedona
        Software Solutions, Inc.
 (A
        development stage company)
 
 We
        have
        audited the accompanying balance sheets of Sedona Software Solutions, Inc.
        (a
        development stage company) as at June 30, 2005 and 2004, and the related
        statements of operations, cash flows, and stockholders’ deficiency for each of
        the two years in the periods ended June 30, 2005 and 2004, and for the
        cumulative period from inception, July 14, 1999 to June 30, 2005. These
        financial statements are the responsibility of the Company's management.
        Our
        responsibility is to express an opinion on these financial statements based
        on
        our audits.
 
 We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform an audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. An audit includes examining,
        on a
        test basis, evidence supporting the amounts and disclosures in the financial
        statements. An audit also includes assessing the accounting principles used
        and
        significant estimates made by management, as well as evaluating the overall
        financial statement presentation. We believe that our audits provide a
        reasonable basis for our opinion.
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of the Company as at June 30, 2005
        and
        2004, and the results of its operations and its cash flows for the periods
        indicated in conformity with U.S. generally accepted accounting
        principles.
 
 The
        Company is not required to have, nor were we engaged to perform, an audit
        of its
        internal control over financial reporting. Our audits included consideration
        of
        internal control over financial reporting as a basis for designing audit
        procedures that are appropriate in the circumstances but not for the purpose
        of
        expressing an opinion on the effectiveness of the Company’s internal control
        over financial reporting. Accordingly, we express no such opinion.
 
 The
        accompanying financial statements have been prepared assuming the Company
        will
        continue as a going concern. As discussed in Note 1(b) to the financial
        statements, the Company incurred a net loss of $141,527 since inception,
        has not
        attained profitable operations and is dependent upon obtaining adequate
        financing to fulfil its development activities. These factors raise substantial
        doubt that the Company will be able to continue as a going concern. Management’s
        plans in regard to these matters are also discussed in Note 1(b). The financial
        statements do not include any adjustments that might result from the outcome
        of
        this uncertainty.
 
 
 
 
 Vancouver,
        Canada  “Morgan
        & Company”
 
 November
        18, 2005 Chartered
        Accountants





Tel:
        (604)
        687-5841                                                                                                                  P.O.
        Box 10007
        Pacific Centre
 Fax:
        (604)
        687-0075                                                                                                            Suite
        1488 - 700 West
        Georgia Street
 www.morgan-cas.com                                                                                                            Vancouver,
        B.C. V7Y
        1A1


F-2
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SEDONA
      SOFTWARE SOLUTIONS, INC.


(A
      Development Stage Company)





BALANCE
      SHEETS


(Stated
      in U.S. Dollars)











**JUNE
                30****2005**
            
            2004**ASSETS****Current**Cash
            
            
            
            
            $
            **270**
            
            $
            12,662**LIABILITIES****Current**Accounts
                payable and accrued liabilities
            
            
            
            
            $
            **5,086**
            
            $
            3,710Due
                to related parties (Note 3)
            
            
            
            
            
            **58,265**
            
            
            50,326**63,351**
            
            
            54,036**STOCKHOLDERS’
                DEFICIENCY****Share
                Capital**Authorized:70,000,000
                common shares, par value $0.001 per share5,000,000
                preferred shares, par value $0.001 per shareIssued
                and outstanding:1,075,304
                common shares (post reverse stock split)
            
            
            
            
            
            **1,075**
            
            
            1,075Additional
                paid-in capital
            
            
            
            
            
            **77,371**
            
            
            62,969**Deficit
                Accumulated During The Development Stage**
            
            
            
            
            
            **(141,527)**
            
            
            (105,418)**(63,081)**
            
            
            (41,374)$
            270
            
            $
            12,662










The
      accompanying notes are an integral part of these financial
      statements







F-3
 Table
          of Contents





**SEDONA
      SOFTWARE SOLUTIONS, INC.**


**(A
      Development Stage Company)**





**STATEMENTS
      OF OPERATIONS**


**(Stated
      in U.S. Dollars)**











CUMULATIVEPERIOD
                FROMDATE
                OFINCEPTIONJULY
                14**YEARS
                ENDED**
            1999
                TO**JUNE
                30**
            JUNE
                30**2005**
            2004
            2005**Revenue**
            
            
            
            
            $
            -
            
            
            
            $
            -
            
            
            
            
            $
            -**Expenses**Consulting
                fees
            
            
            
            
            
            **-**
            
            
            
            
            -
            
            
            
            
            
            2,500Option
                payments
            
            
            
            
            
            **-**
            
            
            
            
            -
            
            
            
            
            
            4,430Professional
                fees
            
            
            
            
            
            **33,951**
            
            
            
            
            18,253
            
            
            
            
            
            126,943Interest
                expense (Note 3)
            
            
            
            
            
            **1,863**
            
            
            
            
            -
            
            
            
            
            
            1,863Bank
                charges and office
            
            
            
            
            
            **120**
            
            
            
            
            663
            
            
            
            
            
            2,231Transfer
                fees
            
            
            
            
            
            **175**
            
            
            
            
            1,850
            
            
            
            
            
            3,560**Net
                Loss For The Year**
            
            
            
            
            $
            **36,109**
            
            
            
            $
            20,766
            
            
            
            
            $
            141,527**Basic
                and Diluted Loss Per Share**
            
            
            
            
            $
            **(0.03)**
            
            
            
            $
            (0.01)**Weighted
                Average Number Of Shares Outstanding**
            
            
            
            
            
            **1,075,304**
            
            
            
            
            1,075,304









The
      accompanying notes are an integral part of these financial
      statements







F-4
 Table
          of Contents





**SEDONA
      SOFTWARE SOLUTIONS, INC.**


**(A
      Development Stage Company)**





**STATEMENTS
      OF CASH FLOWS**


**(Stated
      in U.S. Dollars)**











CUMULATIVEPERIOD
                FROMDATE
                OFINCEPTIONJULY
                14**YEARS
                ENDED**
            1999
                TO**JUNE
                  30**
            JUNE
                30**2005**
            2004
            2005**Cash
                Flows From Operating Activities**Net
                loss for the year
            
            
            
            
            $
            **(36,109)**
            
            
            
            
            $
            (20,766)
            
            
            
            
            $
            (141,527)Non-cash
                items:Shareholder
                debt forgiven (Note 3)
            
            
            
            
            
            **8,811**
            
            
            
            
            
            -
            
            
            
            
            
            8,811Beneficial
                conversion feature of convertible notes recorded as interest
                expense
              (Note
                3)
            
            
            
            
            
            **1,863**
            
            
            
            
            
            -
            
            
            
            
            
            1,863**Adjustments
                To Reconcile Net Loss To Net Cash Used By Operating
                Activities**Accounts
                payable and accrued liabilities
            
            
            
            
            
            **1,376**
            
            
            
            
            
            (5,496)
            
            
            
            
            
            5,086Amounts
                due to related parties
            
            
            
            
            
            **11,667**
            
            
            
            
            
            -
            
            
            
            
            
            61,993Advances
                due to former director
            
            
            
            
            
            **-**
            
            
            
            
            
            38,897
            
            
            
            
            
            46,144**(12,392)**
            
            
            
            
            
            12,635
            
            
            
            
            
            (17,630)**Cash
                Flows From Financing Activity**Issue
                of common shares
            
            
            
            
            
            **-**
            
            
            
            
            
            -
            
            
            
            
            
            17,900**Increase
                (Decrease) In Cash**
            
            
            
            
            
            **(12,392)**
            
            
            
            
            
            12,635
            
            
            
            
            
            270**Cash,
                Beginning Of Year**
            
            
            
            
            
            **12,662**
            
            
            
            
            
            27
            
            
            
            
            
            -**Cash,
                End Of Year**
            
            
            
            
            $
            270
            
            
            
            
            $
            12,662
            
            
            
            
            $
            270**Supplemental
                Disclosure of Cash Flow Information****Interest
                paid**
            
            
            
            
            $
            -
            
            
            
            
            $
            -
            
            
            
            
            $
            -**Income
                taxes paid**
            
            
            
            
            $
            -
            
            
            
            
            $
            -
            
            
            
            
            $
            -










The
      accompanying notes are an integral part of these financial
      statements







F-5
 Table
          of Contents








**SEDONA
        SOFTWARE SOLUTIONS, INC.**
 **(A
        Development Stage Company)**
 
 **STATEMENT
        OF STOCKHOLDERS’ DEFICIENCY**
 
 **JUNE
        30, 2005**
 **(Stated
        in U.S. Dollars)**
 
 
 
 **COMMON
                  STOCK****ADDITIONAL****PAID-IN****SHARES**
              **AMOUNT**
              **CAPITAL**
              **DEFICIT**
              **TOTAL**Beginning
                  balance
              -
              $
              -
              $
              -
              $
              -
              $
              -Shares
                  issued for services
              500,000
              
              500
              
              2,000
              
              -
              
              2,500Shares
                  issued for cash at $0.001
              550,000
              
              550
              
              2,200
              
              -
              
              2,750Shares
                  issued for cash at $0.50
              25,304
              
              25
              
              12,625
              
              -
              
              12,650Net
                  loss for the period
              -
              
              -
              
              -
              
              (9,487)
              
              (9,487)Balance,
                  June 30, 2000
              1,075,304
              
              1,075
              
              16,825
              
              (9,487)
              
              8,413Net
                  loss for the year
              -
              
              -
              
              -
              
              (23,539)
              
              (23,539)Balance,
                  June 30, 2001
              1,075,304
              
              1,075
              
              16,825
              
              (33,026)
              
              (15,126)Net
                  loss for the year
              -
              
              -
              
              -
              
              (30,763)
              
              (30,763)Balance,
                  June 30, 2002
              1,075,304
              
              1,075
              
              16,825
              
              (63,789)
              
              (45,889)Advances
                  due to director forgiven
              -
              
              -
              
              46,144
              
              -
              
              46,144Net
                  loss for the year
              -
              
              -
              
              -
              
              (20,863)
              
              (20,863)Balance,
                  June 30, 2003
              1,075,304
              
              1,075
              
              62,969
              
              (84,652)
              
              (20,608)Net
                  loss for the year
              -
              
              -
              
              -
              
              (20,766)
              
              (20,766)Balance,
                  June 30, 2004
              1,075,304
              
              1,075
              
              62,969
              
              (105,418)
              
              (41,374)Shareholder
                  debt forgiven (Note 3)
              -
              
              -
              
              8,811
              
              -
              
              8,811Net
                  loss for the year
              -
              
              -
              
              -
              
              (36,109)
              
              (36,109)Debt
                  discount resulting from beneficial conversion feature of convertible
                  note
              -
              
              -
              
              5,591
              
              -
              
              5,591Balance,
                  June 30, 2005
              1,075,304
              
              1,075
              $
              77,371
              $
              (141,527)
              
              (63,081)







The
      accompanying notes are an integral part of these financial
      statements









F-6
 Table
          of Contents




**SEDONA
        SOFTWARE SOLUTIONS, INC.**
 **(A
        Development Stage Company)**
 
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 **JUNE
        30, 2005 AND 2004**
 **(Stated
        in U.S. Dollars)**
   **1.**
              **NATURE
                  OF OPERATIONS**
 
 a)
              Organization
 
 The
        Company was incorporated in the State of Nevada, U.S.A., on July 14, 1999.
        The
        Company currently has limited operations and, in accordance with Statement
        of
        Financial Accounting Standards (SFAS) No. 7 - “Accounting and Reporting by
        Development Stage Enterprises”, is considered a development stage company. The
        Company was organized to pursue the acquisition and development of certain
        technology known as Autonet Parking Ticket Violation Management Systems
        (“Autonet”). During the year ended June 30, 2004, the Company’s option to
        acquire the rights, title and interest in Autonet expired, and the Company
        is
        seeking new business opportunities.
 
 Subsequent
        to the year end, on September 6, 2005, the Company consolidated its issued
        and
        outstanding common shares on a 1 new share for 5 old share basis. All common
        stock and per share amounts referred to in these financial statements have
        been
        adjusted to reflect the stock consolidation.
 
 b)
              Going
                  Concern
 
 The
        accompanying financial statements have been prepared assuming the Company
        will
        continue as a going concern.
 
 As
        shown
        in the accompanying financial statements, the Company has incurred a net
        loss of
        $141,527 for the period from July 14, 1999 (inception) to June 30, 2005,
        and has
        no sales. The future of the Company is dependent upon its ability to obtain
        financing and upon future profitable operations from the development of its
        new
        business opportunities. Management has plans to seek additional capital through
        a private placement and public offering of its common stock. The financial
        statements do not include any adjustments relating to the recoverability
        and
        classification of recorded assets, or the amounts of and classification of
        liabilities that might be necessary in the event the Company cannot continue
        in
        existence.
  **2.**
              **SIGNIFICANT
                  ACCOUNTING POLICIES**
 
 The
        financial statements of the Company have been prepared in accordance with
        generally accepted accounting principles in the United States. Because a
        precise
        determination of many assets and liabilities is dependent upon future events,
        the preparation of financial statements for a period necessarily involves
        the
        use of estimates which have been made using careful judgement.
 
  F-7
  **SEDONA
        SOFTWARE SOLUTIONS, INC.**
 **(A
        Development Stage Company)**
 
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 **JUNE
        30, 2005 AND 2004**
 **(Stated
        in U.S. Dollars)**
   **2.**
              **SIGNIFICANT
                  ACCOUNTING POLICIES**(Continued)
 
 The
        financial statements have, in management’s opinion, been properly prepared
        within reasonable limits of materiality, and within the framework of the
        significant accounting policies summarized below:
 
 a)
              Development
                  Stage Company
 
 The
        Company is a development stage company as defined in the Statements of Financial
        Accounting Standards No. 7. The Company is devoting substantially all of
        its
        present efforts to establish a new business and none of its planned principal
        operations have commenced. All losses accumulated since inception have been
        considered as part of the Company’s development stage activities.
 
 b)
              Option
                  Payments and Development Costs
 
 The
        Company expenses all costs related to the maintenance of option agreements
        entered into prior to the date the commercial feasibility of an optioned
        technology is proven.
 
 c)
              Income
                  Taxes
 
 The
        Company has adopted Statement of Financial Accounting Standards No. 109 -
        “Accounting For Income Taxes” (SFAS 109). This standard requires the use of an
        asset and liability approach for financial accounting and reporting on income
        taxes. If it is more likely than not that some portion, or all if a deferred
        tax
        asset, will not be realized, a valuation allowance is recognized.
 
 d)
              Financial
                  Instruments
 
 The
        Company’s financial instruments consist of cash, accounts payable and accrued
        liabilities, and amounts due to related parties.
  Unless
        otherwise noted, it is management’s opinion that this Company is not exposed to
        significant interest or credit risks arising from these financial instruments.
        The fair value of these financial instruments approximate their carrying
        values,
        unless otherwise noted.
   F-8
  **SEDONA
        SOFTWARE SOLUTIONS, INC.**
 **(A
        Development Stage Company)**
 
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 **JUNE
        30, 2005 AND 2004**
 **(Stated
        in U.S. Dollars**
   **2.**
              **SIGNIFICANT
                  ACCOUNTING POLICIES**(Continued)
 
 e)
              Basic
                  and Diluted Loss Per Share
 
 In
        accordance with SFAS No. 128, “Earnings Per Share,” the basic loss per common
        share is computed by dividing net loss available to common stockholders by
        the
        weighted average number of common shares outstanding. Diluted loss per common
        share is computed similar to basic loss per common share except that the
        denominator is increased to include the number of additional common shares
        that
        would have been outstanding if the potential common shares had been issued
        and
        if the additional common shares were dilutive. At June 30, 2005, the Company
        has
        no common stock equivalents that were anti-dilutive and excluded in the earnings
        per share computation.
 
 f)
              Use
                  of Estimates
 
 The
        preparation of financial statements, in conformity with generally accepted
        accounting principles, requires management to make estimates and assumptions
        that affect the amounts reported in the financial statements and accompanying
        disclosures. Actual results may differ from the estimates.
 
 g)
              Recent
                  Accounting Pronouncements
 
 In
        December 2004, the Financial Accounting Standards Board (FASB) issued Statement
        of Financial Accounting Standard (SFAS) No. 123R - “Share Based Payment”. SFAS
        No. 123R is a revision of SFAS No. 123 - “Accounting for Stock Based
        Compensation”, and supersedes APB Opinion No. 25 - “Accounting for Stock Issued
        to Employees” and its related implementation guidance. SFAS No. 123R establishes
        standards for the accounting for transactions in which an entity exchanges
        its
        equity instruments for goods or services. It also addresses transactions
        in
        which an entity incurs liabilities in exchange for goods or services that
        are
        based on the fair value of the entity’s equity instruments or that may be
        settled by the issuance of those equity instruments. SFAS No. 123R focuses
        primarily on accounting for transactions in which an entity obtains employee
        services in share based payment transactions. SFAS No. 123R requires a public
        entity to measure the cost of employee services received in exchange for
        an
        award of equity instruments based on the grant date fair value of the award
        (with limited exceptions). That cost will be recognized over the period during
        which an employee is required to provide service in exchange for the award
        - the
        requisite service period (usually the vesting period). SFAS No. 123R requires
        that the compensation cost relating to share based payment transactions be
        recognized in financial statements. That cost will be measured based on the
        fair
        value of the equity or liability instruments issued. Public entities that
        file
        as small business issuers will be required to apply SFAS No. 123R in the
        first
        interim or annual reporting period that begins after December 15, 2005. The
        adoption of this standard is not expected to have a material effect on the
        Company’s results of operations or financial position.
  F-9
  **SEDONA
        SOFTWARE SOLUTIONS, INC.**
 **(A
        Development Stage Company)**
 
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 **JUNE
        30, 2005 AND 2004**
 **(Stated
        in U.S. Dollars)**
   **2.**
              **SIGNIFICANT
                  ACCOUNTING POLICIES**(Continued)
 
 g)
              Recent
                  Accounting Pronouncements
                  (Continued)
 
 In
        March
        2005, the SEC staff issued Staff Accounting Bulletin No. 107 (“SAB 107”) to give
        guidance on the implementation of SFAS No. 123R. The Company will consider
        SAB
        107 during implementation of SFAS No. 123R.
 
 In
        December 2004, the FASB issued SFAS No. 153 - “Exchanges of Non-Monetary Assets
        - An Amendment of APB Opinion No. 29”. The guidance in APB Opinion No. 29 -
“Accounting for Non-Monetary Transactions” is based on the principle that
        exchanges of non-monetary assets should be measured based on the fair value
        of
        the assets exchanged. The guidance in that Opinion, however, included certain
        exceptions to that principle. SFAS No. 153 amends Opinion No. 29 to eliminate
        the exception for non-monetary exchanges of similar productive assets and
        replaces it with a general exception for exchanges of non-monetary assets
        that
        do not have commercial substance. A non-monetary exchange has commercial
        substance if the future cash flows of the entity are expected to change
        significantly as a result of the exchange. The provisions of SFAS No. 153
        are
        effective for non-monetary asset exchanges occurring in fiscal periods beginning
        after June 15, 2005. Early application is permitted and companies must apply
        the
        standard prospectively. The adoption of this standard is not expected to
        have a
        material effect on the Company’s results of operations or financial
        position.
 
 Management
        does not believe that any other recently issued, but not yet effective,
        accounting standards, if currently adopted, could have a material effect
        on the
        accompanying financial statements.
  **3.**
              **RELATED
                  PARTY TRANSACTIONS**
 
 Amounts
        due to related parties as disclosed in the balance sheet comprise the
        following:
 
 **2005**
              
              2004Convertible
                  note payable to Cane Clark LLP
              **$**
              **50,326**
              $
              -Debt
                  discount resulting from beneficial conversion feature
              
              **(5,591)**
              
              -Amortization
                  of debt discount
              
              **1,863**
              
              -Amounts
                  due to Cane Clark LLP
              
              **11,667**
              
              -Amounts
                  due to former director
              
              **-**
              
              50,326**$**
              **58,265**
              $
              50,326
 
  F-10
  **SEDONA
        SOFTWARE SOLUTIONS, INC.**
 **(A
        Development Stage Company)**
 
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 **JUNE
        30, 2005 AND 2004**
 **(Stated
        in U.S. Dollars)**
  
 **3.**
              **RELATED
                  PARTY TRANSACTIONS**(Continued)
 
 On
        May
        13, 2005, Cane Clark LLP acquired 74.4% of the issued and outstanding Common
        shares of the Company. As part of the acquisition agreement the note due
        to the
        former director of the Company was assigned to Cane Clark LLP, and amounts
        payable due to Cane Clark LLP in the amount of $8,811 were forgiven. The
        amount
        of accounts payable forgiven on the acquisition of control was transferred
        to
        additional paid in capital.
 
 The
        Convertible note payable is interest free, unsecured and falls due on October
        1,
        2005. The note may be converted, at the option of the holder, into common
        stock
        at a discount of 10% to the current market price, providing the discount
        does
        not exceed $0.20 per share. The Company is in default with respect to the
        settlement of this note and the holder has not demanded repayment.
 
 During
        the year ended June 30, 2005, including the $8,811 of professional fees forgiven
        on acquisition of control, on May 13, 2005 the Company incurred $20,478 (2004-
        $nil) in professional fees to Cane Clark LLP, the controlling shareholder
        of the
        Company.
  **4.**
              **CONTINGENCY**
 
 The
        Company and a former director have been served with a formal notice of
        investigation by the Securities Exchange Commission with regard to certain
        violations of the Securities Act of 1933. The Company’s legal counsel for the
        Company has advised that, at this stage of the proceedings, they cannot offer
        an
        opinion as to the probable outcome of the investigation. The Company has
        agreed
        to incur, on behalf of the former director, all costs associated with the
        investigation. As of June 30, 2005, no accrual for costs has been made in
        these
        financial statements as the cost cannot be reasonably determined.


F-11
 Table
          of Contents




**ITEM
      8.****CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON****ACCOUNTING
      AND FINANCIAL DISCLOSURE.**





We
      have
      had no changes in or disagreements with our accountants on accounting and
      financial disclosures.





**ITEM
      8A.****CONTROLS
      AND PROCEDURES.**





The
      Company carried out an evaluation of the effectiveness of the design and
      operation of the Company's disclosure controls and procedures (as defined in
      Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2005. This evaluation
      was carried out under the supervision and with the participation of our Chief
      Executive and Financial Officer. Based upon that evaluation, our Chief Executive
      and Financial Officer concluded that our disclosure controls and procedures
      are
      effective in timely alerting management to material information relating to
      us
      required to be included in our periodic SEC filings. There have been no
      significant changes in our internal controls or in other factors that could
      significantly affect internal controls subsequent to the date we carried out
      our
      evaluation.





Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed our reports filed or submitted
      under the Exchange Act is recorded, processed, summarized and reported, within
      the time periods specified in the Securities and Exchange Commission's rules
      and
      forms. Disclosure controls and procedures include, without limitation, controls
      and procedures designed to ensure that information required to be disclosed
      in
      our reports filed under the Exchange Act is accumulated and communicated to
      management, including our Chief Executive and Financial Officer, to allow timely
      decisions regarding required disclosure.





Limitations
      on the Effectiveness of Internal Controls





Our
      management does not expect that our disclosure controls and procedures or our
      internal control over financial reporting will necessarily prevent all fraud
      and
      material error. An internal control system, no matter how well conceived and
      operated, can provide only reasonable, not absolute, assurance that the
      objectives of the control system are met. Further, the design of a control
      system must reflect the fact that there are resource constraints, and the
      benefits of controls must be considered relative to their costs. Because of
      the
      inherent limitations in all control systems, no evaluation of controls can
      provide absolute assurance that all control issues and instances of fraud,
      if
      any, within the Company have been detected. These inherent limitations include
      the realities that judgments in decision-making can be faulty, and that
      breakdowns can occur because of simple error or mistake. Additionally, controls
      can be circumvented by the individual acts of some persons, by collusion of
      two
      or more people, or by management override of the internal control. The design
      of
      any system of controls also is based in part upon certain assumptions about
      the
      likelihood of future events, and there can be no assurance that any design
      will
      succeed in achieving its stated goals under all potential future


12
 Table
          of Contents


conditions.
      Over time, control may become inadequate because of changes in conditions,
      or
      the degree of compliance with the policies or procedures may
      deteriorate.





**ITEM
      8B.****OTHER
      INFORMATION.**





None.




**PART
      III**





**ITEM
      9.****DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS AND CONTROL****PERSONS;
      COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE****ACT.**




The
      name,
      age, and offices of the sole Director and executive officer of the Company
      are
      set forth below:






**Name**
            **Age**
            **Position
                with the Company**David
                Clark
            34
            President,
                Chief Executive Officer, Chief Financial Officer and Director





On
      May
      13, 2005, Mr. John E. Cooper resigned as our President, Chief Executive Officer,
      Chief Financial Officer and Director.





Set
      forth
      below is a brief description of the background and business experience of David
      Clark for the past five years.





**David
      Clark** .
      Mr.
      Clark was awarded his MBA in 1998 from Brigham Young University, Marriott School
      of Management. From August 2000 to March 2001, Mr. Clark served as Manager
      of
      Corporate Communications for SkyWest Airlines. From March 2001 to March 2003,
      he
      served as a general business consultant in Las Vegas, Nevada. From March 2003
      to
      March 2005, he founded and ran Nevada Family Magazine. He sold his ownership
      interest in Jan 2004, but continued to publish the magazine as publisher and
      editor-in-chief for the new owners (Mach One Media, LLC) until March of 2004.
      Mr. Clark is currently working for DCFive Publishing and DCFive Consulting,
      engaging in custom publishing and business consulting, as the only partner
      of
      the company.




**Term
      of Office**




Our
      Directors are elected for one-year terms, to hold office until the next annual
      general meeting of the shareholders, or until removed from office in accordance
      with our bylaws. Our officers are appointed by our board of directors and hold
      office until removed by the board.


13
 Table
          of Contents


**Audit
      Committee**




The
      entire board of directors performs the functions of an audit committee. We
      do
      not have a separately-designated standing audit committee or an audit committee
      financial expert as the term is used in Item 7(d)(3)(iv) of Schedule 14A of
      the
      Exchange Act.




**Involvement
      in Certain Legal Proceedings**




Other
      than as disclosed below and to the best of our knowledge, during the past five
      years, none of the following occurred with respect to a present or former
      director, executive officer, or employee of the Company: (1) any bankruptcy
      petition filed by or against any business of which such person was a general
      partner or executive officer either at the time of the bankruptcy or within
      two
      years prior to that time; (2) any conviction in a criminal proceeding or being
      subject to a pending criminal proceeding (excluding traffic violations and
      other
      minor offenses); (3) being subject to any order, judgment or decree, not
      subsequently reversed, suspended or vacated, of any court of any competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities; and (4) being found by a court of competent jurisdiction
      (in
      a civil action), the SEC or the Commodities Futures Trading Commission to have
      violated a federal or state securities or commodities law, and the judgment
      has
      not been reversed, suspended or vacated.





In
      accordance with this investigation, Mr. John E. Cooper, our former 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







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Commission
      disclosing that Sedona had been sold and that Mr. Cooper had resigned as
      chairman and CEO on 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.




**Section
      16(a) Beneficial Ownership Reporting Compliance**




Section
      16(a) of the Securities Exchange Act of 1934 requires the Company’s directors
      and executive officers and persons who beneficially owns more than ten percent
      of a registered class of the Company’s equity securities to file with the SEC
      initial reports of ownership and reports of change in ownership of common stock
      and other equity securities of the Company. Officers, directors and greater
      than
      ten percent shareholders are required by SEC regulations to furnish the Company
      with copies of all Section 16(a) forms they file. To our knowledge, the
      following persons have failed to file, on a timely basis, the identified reports
      required by Section 16(a) of the Exchange Act during the most recent fiscal
      year:






Name
                and Principal Position
            Number
                of
              Late
                Reports
            Transactions
                NotTimely
                Reported
            Known
                Failures to
              File
                a Required FormDavid
                Clark
              Chief
                Executive Officer, Chief Financial Officer, and Director
            1
            0
            0John
                E. Cooper
              Former
                Chief Executive Officer, Chief Financial Officer, and
                Director
            1
            1
            1




**Code
      of Ethics Disclosure Compliance**





We
      adopted a Code of Ethics for Financial Executives, which include our Company’s
      principal executive officer, principal financial officer, principal accounting
      officer or controller, or persons performing similar functions, as required
      by
      sections 406 and 407 of the Sarbanes-Oxley Act of 2002. The code of ethics
      was
      filed as an exhibit to the annual report on Form 10-KSB for the fiscal year
      ended June 30, 2004 filed with the SEC on September 15, 2004.





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**ITEM
      10.****EXECUTIVE
      COMPENSATION.**





**Summary
      Compensation Table**





The
      table
      below summarizes the compensation earned for services rendered for the fiscal
      year ended June 30, 2003, June 30, 2004 and June 30, 2005. There has been no
      compensation earned for services rendered by our named Directors.





Annual
      Compensation    Long-Term
      Compensation


Name
            Title
            Year
            Salary
            Bonus
            Other
              Compensation
            Annual
              Awarded
            Restricted
                Stock Options / SARs (#)
            LTIP
                Payouts
            All
                Other CompensationDavid
              Clark
            CEO,
              CFO,
                Director
            2003
              2004
              2005
            n/a
              n/a
              $0
            n/a
              n/a
              $0
            n/a
              n/a
              $0
            n/a
              n/a
              $0
            n/a
              n/a
              $0
            n/a
              n/a
              $0
            n/a
              n/a
              $0John
                E. Cooper
            Former
                CEO,
              CFO,
                Director
            2003
              2004
              2005
            $0
              $0
              $0
            $0
              $0
              $0
            $0
              $0
              $0
            $0
              $0
              $0
            $0
              $0
              $0
            $0
              $0
              $0
            $0
              $0
              $0





**Stock
      Option Grants**




We
      did
      not grant any stock option to the executive officers during our most recent
      fiscal year ended June 30, 2005. We have also not granted any stock option
      to
      the executive officers since June 30, 2005.




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**ITEM
      11.****SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND****MANAGEMENT.**





The
      following table sets forth certain information concerning the number of shares
      of our common stock owned beneficially as of June 30, 2005 by: (i) each person
      (including any group) known to us to own more than five percent (5%) of any
      class of our voting securities, (ii) each of our directors and each of our
      named
      executive officers, and (iii) officers and directors as a group. Unless
      otherwise indicated, the shareholders listed possess sole voting and investment
      power with respect to the shares shown.





Title
                of class
            Name
                and address of beneficial owner
            Number
                of Shares of Common Stock
            Percentage
                of
              CommonStock(1)Common
                Stock
            Cane
                Clark, LLP
              3273
                E. Warm Springs Rd.
              Las
                Vegas, Nevada 89120
            4,000,000
            74
                %Common
                Stock
            David
                Clark
              3273
                E. Warm Springs Rd.
              Las
                Vegas, Nevada 89120
            0
            0%**Officers
                and Directors**Common
                Stock
            All
                Officers and Directors as a Group
              (1
                person)
            0
            0%






(1)
            Under
                Rule 13d-3 of the Exchange Act, a beneficial owner of a security
                includes
                any person who, directly or indirectly, through any contract, arrangement,
                understanding, relationship, or otherwise has or shares: (i) voting
                power,
                which includes the power to vote, or to direct the voting of shares;
                and
                (ii) investment power, which includes the power to dispose or direct
                the
                disposition of shares. Certain shares may be deemed to be beneficially
                owned by more than one person (if, for example, persons share the
                power to
                vote or the power to dispose of the shares). In addition, shares
                are
                deemed to be beneficially owned by a person if the person has the
                right to
                acquire the shares (for example, upon exercise of an option) within
                60
                days of the date as of which the information is provided. In computing
                the
                percentage ownership of any person, the amount of shares outstanding
                is
                deemed to include the amount of shares beneficially owned by such
                person
                (and only such person) by reason of these acquisition rights. As
                a result,
                the percentage of outstanding shares of any person as shown in this
                table
                does not necessarily reflect the person’s actual ownership or voting power
                with respect to the number of shares of common stock actually outstanding
                on June 30, 2005. As of June 30, 2005, there were 5,376,500 shares
                of our
                common stock issued and outstanding.





**Equity
      Compensation Plans**





We
      have
      no equity compensation plans.





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**ITEM
      12.****CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS.**





Except
      as
      provided below, none of the following parties has, since our date of
      incorporation, had any material interest, direct or indirect, in any transaction
      with us or in any presently proposed transaction that has or will materially
      affect us:





(1)  Any
      of
      our directors or officers;


(2)  Any
      person proposed as a nominee for election as a director;


(3)
            Any
                person who beneficially owns, directly or indirectly, shares carrying
                more
                than 10% of the voting rights attached to our outstanding shares
                of common
                stock;


(4)  Any
      of our
      promoters;


(5)
            Any
                relative or spouse of any of the foregoing persons who has the same
                house
                as such person.





Upon
      the
      close of the Share Transfer Agreement effective May 13, 2005, John E. Cooper,
      our former sole director and officer, transferred his 3,000,000 shares of common
      stock in the Company to Cane Clark LLP, legal counsel for the Company for
      several years. In connection with the transfer of shares, Mr. Cooper also
      assigned a promissory note dated May 1, 2005 to Cane Clark LLP. This convertible
      promissory note is in the amount of $50,326.00 and in favor of Mr. Cooper for
      debt the Company owed to Mr. Cooper for funding our expenses. The convertible
      promissory note is due and payable on October 1, 2005 and may be converted
      into
      equity of the Company at a rate of 10% discount to the current market price
      of
      our common stock, but no more than $0.20 per share at any time while the note
      remains unpaid.




As
      part
      of the same transaction, Mr. Cooper’s two sons and prior directors of the
      Company, Andrew J. Cooper and Gordon E. Cooper, each transferred his 500,000
      shares of common stock in the Company to Cane Clark, LLP. In consideration
      for
      the aggregate 4,000,000 shares, Cane Clark LLP agreed to forgive accrued legal
      fees incurred by the Company, which the Company was unable to afford, and
      provide future legal services. Through the end of May 2005, the Company owed
      legal fees to Cane Clark, LLP in the amount of $28,265.80 for legal services
      rendered. Future legal services over the next few months are estimated to be
      $10,000 - $20,000 principally in connection with fulfilling the Company’s basic
      reporting obligations under the 1934 Exchange Act and the general handling
      of
      its corporate legal affairs. In further consideration for the aggregate
      4,000,000 shares, Cane Clark, LLP agreed to pay John E. Cooper, Andrew J.
      Cooper, and Gordon E. Cooper the total sum of $100,000 out of the proceeds
      of
      any resale of the shares.





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**ITEM
      13.****EXHIBITS
      AND REPORTS ON FORM 8-K.**





**EXHIBITS
      REQUIRED BY ITEM 601 OF REGULATION SB**





**Exhibit
                Number**
            **Description
                of Exhibit**14.1
            Code
                of Ethics131.1
            Certification
                of Chief Executive Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200231.2
            Certification
                of Chief Financial Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200232.1
            Certification
                of Chief Executive Officer and Chief
                Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
                pursuant
                to Section 906 of the Sarbanes-Oxley Act of 2002





1 **** Previously
      filed as exhibit 14.1 to the annual report on Form 10-KSB filed with the SEC
      on


September
      22, 2005





**ITEM
      14: PRINCIPAL ACCOUNTANT FEES AND
      SERVICES**





**Audit
      Fees**





The
      aggregate fees billed by our auditors for professional services rendered in
      connection with the audit of our annual consolidated financial statements for
      the fiscal years ended June 30, 2004 and 2005 were $2,575 and $2,500
      respectively.





**Audit-Related
      Fees**





Our
      auditors did not bill any additional fees for assurance and related services
      that are reasonably related to the performance of the audit or review of our
      financial statements.





**Tax
      Fees**





The
      aggregate fees billed by our auditors for professional services for tax
      compliance, tax advice, and tax planning were $0 and $0 for the fiscal years
      ended June 30, 2004 and 2005.





**All
      Other Fees**





The
      aggregate fees billed by our auditors for all other non-audit services, such
      as
      attending meetings and other miscellaneous financial consulting, for the fiscal
      years ended June 30, 2004 and 2005 were $0 and $0 respectively.








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SIGNATURE





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 the undersigned thereunto
      duly authorized.





Sedona
      Software Solutions, Inc.





Dated:
      November 30, 2005







By:
      /s/ David Clark


David
      Clark


President,
      Chief Financial Officer


(Principal
      Executive Officer)


(Principle
      Accounting Officer)