U.S. Securities & Exchange Commission
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U.S. Securities and Exchange Commission

Washington, D.C.

Release No. 42616 / April 4, 2000

File No. 3-10170

In the Matter of Systems of Excellence, Inc., Respondent

Administrative Proceedings Instituted Against Systems of Excellence, Inc. Seeking To Revoke the Registration of its Common Stock

The Securities and Exchange Commission today announced the institution of administrative proceedings pursuant to Section 12(j) of the Securities Exchange Act of 1934 ("Exchange Act") against Systems of Excellence, Inc. ("SOE"), of McLean, Virginia and Coral Gables, Florida. The purpose of the proceedings is to determine whether SOE violated provisions of the Securities Act of 1933 ("Securities Act") and the Exchange Act, and to determine whether the registration of SOE's securities should be revoked.

The Division of Enforcement ("Division") alleges that during 1995 and 1996, SOE engaged in a massive unregistered distribution of its common stock, that SOE issued a series of materially false and misleading press releases touting its success in the video-teleconferencing business and announcing other corporate developments, and that SOE filed with the Commission twenty-seven registration statements on Form S-8, an annual report on Form 10-KSB, a quarterly report on Form 10-QSB, and a current report on Form 8-K, all of which were materially false and misleading.

The Division also alleges that since October 1996, SOE has failed to file any quarterly or annual reports required pursuant to Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder. As a result of the foregoing, the Division alleges that SOE failed to comply with Sections 5(a), 5(c), and 17(a) of the Securities Act, Sections 10(b) and 13(a) of the Exchange Act, and Exchange Act Rules 10b-5, 13a-1, 13a-11, and 13a-13.

A hearing will be held to take evidence on the Division's allegations, to afford SOE the opportunity to establish defenses to these allegations, and to determine whether the registration of SOE's securities pursuant to Section 12(g) of the Exchange Act should be revoked.