U.S. 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, 2003





[ ]  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.


(Name of small business issuer in its charter)





Nevada   98-0226926


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








503-1755 Robson Street


Vancouver, British Columbia, Canada  V6G 3B7


(Address of principal executive offices)  (Zip Code)








(604) 681-6334


Issuer's telephone number





Securities registered under Section 12(b) of the Exchange Act: NONE.


Securities registered under Section 12(g) of the Exchange Act: 70,000,000 shares of common stock, par value $0.001 per share





Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the 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 [ X ] No [ ]





Check if there is no 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. [ ]





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 price at which the common equity was sold, or the average bid and asked price of such common


equity, as of a specified date within the past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act.)  $23,765.00 as of September 4, 2003.





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 are outstanding as of July 15, 2003.





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








PART I





ITEM 1.  DESCRIPTION OF BUSINESS.





Overview





We were incorporated on July 14, 1999 under the laws of the state of Nevada. We commenced business operations in February 2001.





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 as did the licensing portion of the Licensing, Development and Marketing Agreement. Consequently, we terminated the remaining portions of that agreement. We no longer have any agreement with Markatech. We are in the process of evaluating other business interests.





Autonet Option Agreement





On April 30, 2000, Markatech Industries Corporation granted us an option to acquire all rights, title and interest in Autonet. The option was to expire on September 30, 2001; however, the option agreement was amended to extend the expiration date to July 1, 2003.





Under the terms of the option agreement and the amendments negotiated between ourselves and Markatech, we possessed an option to acquire all right, title and interest in Autonet provided we paid $410 and issued to Markatech 1,000,000 shares of our common stock at the time of closing. Closing was to occur prior to July 1, 2003. A condition precedent to us closing this transaction is that our common shares must be listed or quoted for trading on a recognized United States public trading market.





Our company began trading on the NASD-OTCBB US exchange on March 23, 2002, thus fulfilling the material requirement of this agreement. Nonetheless, we decided not to exercise our option with Markatech and instead extended our option agreement in June 2002. Due to market changes in the digital communications environment, Markatech has been delayed in




2





adjusting the Autonet system to the current state of technology existing in the market today. Under our Licensing, Development and Marketing Agreement, Markatech was required to meet certain performance requirements with regard to the Autonet system before we would exercise our option. Due to these performance delays, we did not exercised our option or issued shares to Markatech. As a result, our option to acquire all rights, title and interest in Autonet expired July 1, 2003.





Significant Employees





We have no significant employees other than our sole officer and director of the company.





Research and Development





We have incurred no research and development expenditures during the fiscal year ended June 30, 2003.





Subsidiaries





We do not have any subsidiaries.





Trademarks and Intellectual Property





Currently, 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 are headquartered at our President John E. Cooper's office.





ITEM 3. LEGAL PROCEEDINGS.





We are aware that a formal order of investigation by the SEC has been entered in the matter titled "Sedona Software Solutions, Inc. / HO-9634." In accordance with this investigation, Mr. John E. Cooper, our Chief Executive and Financial Officer, was subpoenaed to testify before the SEC in regard to this matter.





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





No matters were submitted to our security holders for a vote during the fiscal year ended June 30, 2003.





3





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 SSSI.PK. The following table lists the high and low sales prices for our common stock during the last two quarters of the fiscal year ended June 30, 2003:





High Sales  Low Sales


Price  Price


Three month period ended March 31, 2003  $2.30  $0.25


Three month period ended June 30, 2003  $0.75  $0.05








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





The Securities and Exchange Commission announced the temporary suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 ("Exchange Act"), of trading of the securities of Sedona Software Solutions, Inc. (stock symbol SSSI) of Vancouver, Canada, at 3:00 p.m. EST on January 29, 2003.





The Commission suspended trading of our securities because of questions concerning the accuracy and completeness of information about us on Internet websites, in press releases, and in other sources publicly available to investors concerning, among other things, our planned merger with Renaissance Mining Corp. ("Renaissance"), which was pending at that time but has since been terminated.





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




4





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 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, 2003, 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.





The Company has not previously declared or paid any dividends on its common stock and does not anticipate declaring any dividends in the foreseeable future.








5





ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF


OPERATION.





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 identify and evaluate other businesses and technology opportunities and make arrangements to acquire one that is 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. John E. Cooper. 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 three or nine month period ending June 30, 2003.





We incurred expenses in the amount of $20,863 for the fiscal year ended June 30, 2003, compared to expenses of $30,763 for the fiscal year ended June 30, 2002. Our expenses for the fiscal year ended June 30, 2003 were primarily attributable to paying professional fees. We incurred $19,533 in professional fees for the fiscal year ended June 30, 2003. We anticipate our operating expenses will increase as we undertake our plan of operations.




6








We incurred a loss of $20,868 for the fiscal year ended June 30, 2003, compared to a loss of $30,763 for the fiscal year ended June 30, 2002. Our losses have been attributable entirely to operating expenses.





Liquidity and Capital Resources





As of June 30, 2003, we had cash in the amount of $27, compared to cash of $56 as of June 30, 2002. We had a working capital deficit of $20,608 as of June 30, 2003, compared to a working capital deficit in the amount of $45,889 as of June 30, 2002. 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.





ITEM 7.  FINANCIAL STATEMENTS.





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





F-1   Independent Auditors Report





Audited Financial Statements:





F-2   Balance Sheet  June 30, 2003 and June 30, 2002





F-3   Statement of Loss - Years Ended June 30, 2003 and June 30, 2002





F-4   Statement of Cash Flows - Years Ended June 30, 2003 and June 30, 2002





F-5   Statement of Changes in Stockholders Deficiency - Years Ended June 30, 2003 and June 30, 2002





F-6   Notes to Consolidated Financial Statements







7


SEDONA SOFTWARE SOLUTIONS, INC.
(A Development Stage Company)


FINANCIAL STATEMENTS


JUNE 30, 2003 AND 2002
(Stated in U.S. Dollars)






AUDITORS' REPORT




To the Stockholders of
Sedona Software Solutions, Inc.
(A development stage company)


We have audited the balance sheets of Sedona Software Solutions, Inc. (a development stage company) as at June 30, 2003 and 2002, and the statements of loss, cash flows, and stockholders deficiency for the years then ended. 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 auditing standards generally accepted in the United States of America. Those standards require that we plan and perform an audit to obtain reasonable assurance 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 audit provides a reasonable basis for our opinion.

In our opinion, these financial statements referred to above present fairly, in all material respects, the financial position of the Company as at June 30, 2003 and 2002, and the results of its operations and cash flows for the years indicated in accordance with accounting principles generally accepted in the United States of America.

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 $84,315 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, B.C. Morgan & Company

August 14, 2003      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-1

SEDONA SOFTWARE SOLUTIONS, INC.
(A Development Stage Company)

BALANCE SHEETS
(Stated in U.S. Dollars)



**JUNE 30**2003


2002ASSETSCurrentCash

$
27

$
56LIABILITIESCurrentAccounts payable and accrued liabilities

$
9,206

$
12,182Advances due to director (Note 3)


11,429


33,76320,635


45,945STOCKHOLDERS DEFICIENCYShare CapitalAuthorized:70,000,000 common shares, par value $0.001 per share5,000,000 preferred shares, par value $0.001 per shareIssued and outstanding:5,376,500 common shares


5,377


5,377Additional paid-in capital


58,667


12,523Deficit Accumulated During The Development Stage


(84,652
)

(63,789
)(20,608
)

(45,889
)$
27

$
56


F-2
SEDONA SOFTWARE SOLUTIONS, INC.
(A Development Stage Company)

STATEMENTS OF LOSS
(Stated in U.S. Dollars)



****

**YEARS ENDED JUNE 30**
PERIOD FROM
DATE OF
INCEPTION
JULY 14 1999 TO
JUNE 30, 20032003
2002ExpensesConsulting fees

$
-

$
-

$
2,500Option payments


-


20


4,430Professional fees


19,533


29,507


74,739Bank charges and office


930


101


1,448Transfer fees


400


1,135


1,535Net Loss For The Year

$
20,863

$
30,763

$
84,652Basic and Diluted Loss Per Share

$
(0.01
)
$
(0.01
)Weighted Average Number Of Shares Outstanding


5,376,000


5,376,500

F-3
SEDONA SOFTWARE SOLUTIONS, INC.
(A Development Stage Company)

STATEMENTS OF CASH FLOWS
(Stated in U.S. Dollars)



**YEARS ENDED JUNE 30**2003
2002
PERIOD FROM DATE OF INCEPTION JULY 14 1999 TO JUNE 30 2003Cash Flows From Operating ActivitiesNet loss for the year
$
(20,863
)
$
(30,763
)
$
(84,652
)Adjustments To Reconcile Net Loss To Net Cash Used By Operating ActivitiesAccounts payable and accrued liabilities

(2,976
)

4,352


9,206Advances due to director

23,810


25,886


57,573(29
)

(525
)

(17,873
)Cash Flows From Financing ActivityIssue of common shares

-


-


17,900Increase (Decrease) In Cash

(29
)

(525
)

27Cash, Beginning Of Year

56


581


-Cash, End Of Year
$
27

$
56

$
27

F-4
SEDONA SOFTWARE SOLUTIONS, INC.
(A Development Stage Company)

STATEMENT OF STOCKHOLDERS DEFICIENCY

JUNE 30, 2003
(Stated in U.S. Dollars)



COMMON STOCKSHARES
AMOUNT
ADDITIONAL PAID-IN-CAPITAL
DEFICIT
TOTALShares issued for services
2,500,000
$
2,500
$
-
$
-
$
$2,500Shares issued for cash at $0.001
2,750,000

2,750

-

-

2,750Shares issued for cash at $0.10
126,500

127

12,523

-

12,650Net loss for the year
-

-

-

(9,487)

(9,487)Balance, June 30, 2000
5,376,500

5,377

12,523

(9,487)

8,413Net loss for the year
-

-

-

(23,539)

(23,539)Balance, June 30, 2001
5,376,500

5,377

12,523

(33,026)

(15,126)Net loss for the year
-

-

-

(30,763)

(30,763)Balance, June 30, 2002
5,376,000

5,377

12,523

(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
5,376,000

$5,377

$58,667

$(84,652)

$(20,608)F-5
SEDONA SOFTWARE SOLUTIONS, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2003 AND 2002
(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.

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 $84,652 for the period
from July 14, 1999 (inception) to June 30, 2003, 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 has 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.

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.

F-6
SEDONA SOFTWARE SOLUTIONS, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2003 AND 2002
(Stated in U.S. Dollars)



2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

b) Option Payments and Development Costs

The Company expenses all costs related to the maintenance of the option in which it has secured the rights to the ownership of certain technology known as Autonet Parking Ticket Violation Management System (Autonet). To date, the Company has not established the commercial feasibility of its Autonet technology, therefore, all option maintenance and development costs are being expensed.

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, and accounts payable and accrued liabilities.

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.

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, 2003, the Company has no common stock equivalents that were anti-dilutive and excluded in the earnings per share computation.



F-7
SEDONA SOFTWARE SOLUTIONS, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2003 AND 2002
(Stated in U.S. Dollars)



3. ADVANCES DUE TO DIRECTOR

Advances due to a director are repayable on demand, interest free and unsecured. During January 2003, the director forgave payment of $46,144 due to him. Accordingly, $46,144, representing the balance owed to him has been transferred to additional paid-in capital.

Subsequent to June 30, 2003, the Company has received $19,621 in additional advances from a director.


4. COMMITMENT

i) Option Agreement

Pursuant to an agreement, dated April 30, 2000 and amended June 15, 2002, the Company was granted the right to conduct a due diligence review of certain technology known as Autonet Parking Ticket Violation Management System (Autonet). On completion of the due diligence and the payment of $400 cash on September 19, 2000, the Company was granted an option to acquire the exclusive ownership rights and interest in the Autonet system. To exercise the option, the Company is required to issue 1,000,000 common shares on or before July 1, 2003 and is further required, as a condition precedent to the exercise of the option, to be listed or quoted for trading on a recognized United States public trading market. Subsequent to June 30, 2003, the option was not exercised and has expired.

ii) Licensing, Development and Marketing Agreement

Pursuant to an agreement, dated February 1, 2003 and amended June 15, 2002, the Company was granted the worldwide license to the Autonet technology expiring July 1, 2003. Subsequent to June 30, 2003, this license expired and the Company terminated the balance of this agreement relating to Development Technology and Marketing.


5. TERMINATED ACQUISITION

During the year, the Company entered into a letter of intent, dated January 14, 2003, with Renaissance Mining Corp. (Renaissance), a private corporation based in Boulder, Colorado, U.S.A., to acquire 100% of the issued common shares of Renaissance. To undertake this transaction, the Company would have issued one share of the Company for each share of stock of Renaissance. On February 4, 2003, Renaissance provided written notice terminating the letter of intent.

F-8


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.





As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the Exchange Act), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2003. 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.








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 CompanyJohn E. Cooper
64
Chief Executive Officer, Chief Financial Officer, and Director





Effective as of January 3, 2003, Andrew J, Cooper and Gordon E. Cooper submitted their resignations as directors of the Company. Also effective as of January 3, 2003, Kathleen Smith submitted her resignation as an officer of the Company. On April 1, 2003, John E. Cooper submitted his resignation as Director, President, and CEO of the Company.




8








On July 28, 2003, John E. Cooper was reappointed by a written consent of a majority of the shareholders as the sole member of our board of directors. Also on that same date, Mr. Cooper was appointed our Chief Executive and Financial Officer by the board of directors.





Set forth below is a brief description of the background and business experience of John E. Cooper for the past five years.





Mr. John E. Cooper: Mr. Cooper founded Sedona in 1999 and has been Sedonas president and a member of the board of directors from inception until April 1, 2003 when he submitted his resignation. On July 28, 2003, Mr. Cooper was reappointed as Director, Chief Executive Officer, and Chief Financial Officer.





For the past twenty years, Mr. John Cooper has been involved in both merchant and investment banking activities. These activities have been for his own account and on behalf of various private and public corporate clients.





In 1996, Mr. Cooper developed a structure for the marketing of tax-advantaged investments in the natural resources sector to Canadian taxpayers. In 1997, he co-founded Canada Dominion Resources Corp. which is the promoter of these investments. Canada Dominion Resources Corp. sponsored securities offerings continue to be a major source of oil and gas and mining exploration funding in Canada. Mr. Cooper sold his interest in Canada Dominion in 1998 in order to devote more time to his other business interests.





Since 1997, Mr. Cooper has been the beneficial owner of the world-wide commercial exploitation rights to two medical related Professional Practice Management software packages. Mr. Cooper has marketed a major portion of his interest in these packages to private software investment firms.





In 1999, Mr. Cooper accepted a position on the Markatech Industries Corp. Advisory Board.





Mr. Cooper holds a BSC in chemistry from the University of British Columbia, received in 1962, and an MBA in Finance from the Wharton Graduate School, University of Pennsylvania, received in 1975.





Former Officers and Directors





Mr. Andrew J. Cooper: On January 3, 2003, Andrew J, Cooper submitted his resignation as a director of the Company. Andrew Cooper is a founding partner of the Eccco Management Partnership, a precision geographical mapping firm formed in 1994. The firms clients include major natural resources based corporations and governments at locations in both Canada and Central America. Mr. Cooper is responsible for data analysis, statistical verification, processing and product output. In addition to these activities, Andrew Cooper has developed and marketed a number of 3-D computer graphic presentations.




9








Mr. Gordon E. Cooper: On January 3, 2003, Gordon E. Cooper submitted his resignation as a director of the Company. Gordon Cooper is a founding partner of the Eccco Management Partnership, a precision geographical mapping firm formed in 1994. The firms clients include major natural resources based corporations and governments at locations in both Canada and Central America. Mr. Cooper is responsible for the firms fieldwork, general administration and marketing.





Ms. Kathleen Smith: On January 3, 2003, Kathleen Smith submitted her resignation as an officer of the Company. Ms. Smith had a ten-year involvement in the drapery and fabric industry, both as an employee and the operator of her own firm called Kinas Draperies, prior to retiring 3 years ago. Ms. Smith also worked as an unpaid executive position with a not-for-profit organization where she oversees and implements the maintenance and capital budgets of a multi-million dollar sports facility.





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.





Section 16(a) Beneficial Ownership Reporting Compliance





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 fiscal year ended June 30, 2003:





Name and Principal Position
Number of Late Reports
Transactions Not Timely Reported
Known Failures to File a Required FormJohn E. Cooper
Chief Executive Officer, Chief Financial Officer, and Director
1
1
0Andrew J. Cooper
Former Director
1
1
0Gordon E. Cooper
Former Director
1
1
0Kathleen Smith
Former Secretary and Treasurer
1
1
0





Andrew J. Cooper and Gordon E. Cooper are the adult sons of John E. Cooper.





10





ITEM 10.  EXECUTIVE COMPENSATION.





Summary Compensation Table





The table below summarizes the compensation earned for services rendered for the fiscal year ended June 30, 2001, June 30, 2002 and June 30, 2003. 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 CompensationJohn E. Cooper
CEO, CFO, Director
2001
2002
2003
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0Kathleen Smith
Former Secretary and Treasurer
2001
2002
2003
$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, 2003. We have also not granted any stock option to the executive officers since June 30, 2003.





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 August 18, 2003 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 Common Stock (1)Common Stock
John E. Cooper
802  2050 Nelson Street,
Vancouver, B.C., Canada,
V6G 1N6
3,000,000
55.7 %


11







Common Stock
Andrew J. Cooper
Mile 18 1⁄2 Upper Squamish Valley Road
P.O. Box 1724
Squamish, B.C., Canada,
V0N 3G0
500,000
9.30 %Common
Stock
Gordon E. Cooper
2301 Caylay Close
Whistler, B.C. Canada,
V0N 1B2
500,000
9.30 %Common Stock
All Officers and Directors as a Group
(1 person)
3,000,000
55.7 %





(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 August 18, 2003. As of August 18, 2003, there were 5,376,500 shares of our common stock issued and outstanding.





ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.





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.










12





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





EXHIBITS REQUIRED BY ITEM 601 OF REGULATION SB





Exhibit Number
Description of Exhibit31.1
Certification of Chief Executive Officer and 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





REPORTS ON FORM 8-K








None.




13












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: September 8, 2003







John E. Cooper


By: ________________________________________


John E. Cooper


President, Chief Financial Officer


(Principal Executive Officer)


(Principle Accounting Officer)