SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-QSB

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2002

Commission file number 1-12312

CAMINOSOFT CORP

(Name of small business issuer in its charter)

California
(State of incorporation) 95-3880130
(I.R.S. Employer Identification No)

600 Hampshire Road, Suite 105, Westlake Village, California 91361
(Address of principal executive offices)

Issuer’s telephone number: (805) 370-3100

     Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 [   ]

Number of shares outstanding of each of the issuer’s classes of common stock, as of May 8, 2002: 9,835,671 shares of common stock, no par value.

Transitional Small Business Disclosure Format:

YES  [   ]        NO [X]

TABLE OF CONTENTS

PART 1 FINANCIAL INFORMATION
	Item 1. Financial Statements
		BALANCE SHEETS
		STATEMENTS OF OPERATIONS
		STATEMENTS OF OPERATIONS
		STATEMENTS OF CASH FLOWS
		Note to Financial Statements
	Item 2. Management’s Discussion and Analysis and Plan of Operation.
PART II OTHER INFORMATION
	Item 2. Changes in Securities and Use of Proceeds
	Item 6. Exhibits and Reports on Form 8-K
SIGNATURE

CAMINOSOFT CORP

INDEX

		PAGE
PART  I — FINANCIAL INFORMATION
Item 1.  Financial Statements
	Balance Sheets as of March 31, 2002 and September 30, 2001		3
	Statements of Operations for the Three Months Ended March 31, 2002 and 2001		4
	Statements of Operations for the Six Months Ended March 31, 2002 and 2001		5
	Statements of Cash Flows for the Six Months Ended March 31, 2002 and 2001		6
	Note to the Financial Statements		7
	Item 2.  Management’s Discussion and Analysis and Plan of Operation		9
PART  II — OTHER INFORMATION			16
Item 2  Changes in Securities and Use of Proceeds
Item 6  Exhibits and Reports on Form 8-K

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PART  1
FINANCIAL INFORMATION

Item 1.  Financial Statements

CAMINOSOFT CORP.
BALANCE SHEETS
March 31, 2002 and September 30, 2001

		Unaudited			Audited
		March 31,			September 30,
		2002			2001
ASSETS
Current Assets:
	Cash and cash equivalents	$	1,872,260		$	1,283,678
	Accounts receivable, net of allowance for doubtful accounts of $5,687 and $5,687		14,426			33,657
	Prepaid expenses		23,980			—
	Other receivables		—			150,000
			1,910,666			1,467,335
Total current assets
Property and equipment, net of accumulated depreciation of $20,890 and $15,616			10,742			16,016
Software, net of accumulated amortization of, $186,392 and $143,539			554,650			413,559
Deposits			14,781			14,781
Total assets		$	2,490,839		$	1,911,691
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
	Trade accounts payable	$	126,182		$	117,552
	Accrued liabilities		102,949			99,621
	Deferred revenues		10,770			24,532
Total current liabilities			239,901			241,705
Total liabilities			239,901			241,705
Shareholders’ equity:
	Common stock, no par value; authorized 100,000,000 shares; issued and outstanding 9,835,671 and 8,334,556 shares		15,703,193			13,900,381
	Accumulated deficit		(13,452,255	)		(12,230,395	)
Total shareholders’ equity			2,250,938			1,669,986
Total liabilities and shareholders’ equity		$	2,490,839		$	1,911,691

See accompanying Note to financial statements.

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CAMINOSOFT CORP
STATEMENTS OF OPERATIONS
(Unaudited)

		Three Months Ended
		March 31,
		2002			2001
Sales		$	29,675		$	95,422
Cost of sales			22,955			17,943
Gross profit			6,720			77,479
Operating expenses:
	Sales and administrative		664,433			828,474
	Depreciation and amortization		2,637			2,637
	Research and development		1,250			54,240
Total operating expenses			668,320			885,351
Operating loss			(661,600	)		(807,872	)
Other income
	Interest income		413			41,270
Loss from continuing operations			(661,187	)		(766,602	)
Discontinued operations
	Income from discontinued operations		—			300,490
Net loss		$	(661,187	)	$	(466,112	)
Weighted average number of common shares outstanding (basic and diluted)			9,741,414			8,184,556
Net income (loss) per common share (basic and diluted)
	Continuing operations	$	(0.07	)	$	(0.09	)
	Discontinued operations		—			0.03
Net loss per common share (basic and diluted)		$	(0.07	)	$	(0.06	)

See accompanying note to financial statements

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CAMINOSOFT CORP
STATEMENTS OF OPERATIONS
(Unaudited)

		Six Months Ended
		March 31,
		2002			2001
Sales		$	68,563		$	184,084
Cost of sales			44,553			36,342
Gross profit			24,010			147,742
Operating expenses:
	Sales and administrative		1,241,919			1,547,052
	Depreciation and amortization		5,274			5,274
	Research and development		1,250			285,240
Total operating expenses			1,248,443			1,837,566
Operating loss			(1,224,433	)		(1,689,824	)
Other income
	Interest income		2,572			67,274
Loss from continuing operations			(1,221,861	)		(1,622,550	)
Discontinued operations
	Income from settlements, net of legal expenses		—			300,490
Net loss		$	(1,221,861	)	$	(1,322,060	)
Weighted average number of common shares outstanding (basic and diluted)			9,177,461			8,184,556
Net income (loss) per common share (basic and diluted)
	Continuing operations	$	(0.13	)	$	(0.20	)
	Discontinued operations		—			0.04
Net loss per common share (basic and diluted)		$	(0.13	)	$	(0.16	)

See accompanying note to financial statements

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CAMINOSOFT CORP
STATEMENTS OF CASH FLOWS

				Six Months Ended
				March 31,
				2002			2001
Increase (Decrease) in Cash and Cash Equivalents
Cash Flows from Operating Activities
	Net loss from continuing operations+A139			$	(1,221,861	)	$	(1,622,550	)
		Adjustments to reconcile net loss to net cash used in operating activities:
			Depreciation and amortization		48,126			41,160
			Common warrants issued for services		—			32,921
			Common stock issued for services		34,763			—
		Changes in operating assets and liabilities:
		Accounts receivable			19,231			43,117
		Other receivables			150,000			85,000
		Prepaid Expense			(23,980	)		—
		Accounts payable and accrued expenses			11,958			11,251
		Deferred revenue			(13,762	)		14,488
Net cash used in continuing operating activities					(995,525	)		(1,394,613	)
	Net cash provided by discontinued operating activities				—			300,490
Net cash used in operating activities					(995,525	)		(1,094,123	)
Cash Flows from Investing Activities
		Investment in software technology			(183,943	)		—
Cash Flows from Financing Activities
		Proceeds from the issuance of common stock			1,768,050			1,500,000
Net Increase in Cash and Cash Equivalents					588,582			405,877
Cash and Cash Equivalents, beginning of period					1,283,678			2,219,323
Cash and Cash Equivalents, end of period				$	1,872,260		$	2,625,200

See accompanying note to financial statements

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CAMINOSOFT CORP
Note to Financial Statements
(Unaudited)

Note 1.

     The accompanying financial statements of CaminoSoft Corp (the “Company”) have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosure normally included in the financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures made are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the financial statements and related footnotes included in the Company’s latest Annual Report on Form 10-KSB. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company as of March 31, 2002, and the statements of its operations for the three month and six month periods ended March 31, 2002 and 2001, and the statements of its cash flows for the six month periods ended March 31, 2002 and 2001 have been included. The results of operations for interim periods are not necessarily indicative of the results which may be realized for the full year.

     The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

SIGNIFICANT EVENTS

     The Company, previously known as Interscience Computer Corporation, was incorporated under the laws of the State of California on October 14, 1983, to be a third party provider of maintenance services for computer hardware and related peripheral equipment. In 1992, the Company introduced a non-chloroflurocarbon fusing agent, developed by the Company and patented on July 26, 1994, for use with certain high-speed laser printers that the Company maintained as part of the service program. The Company also developed toner for use in the same printing equipment.

     On September 17, 1999, the Company acquired certain assets (the “Camino Assets”) of Camino Software Systems, Inc. (“Camino”), a data storage company, for 468,000 shares of the Company’s common stock and assumed $315,172 of certain Camino liabilities. The Camino Assets consisted of the name, Camino Software Systems, Inc., data storage management software, certain business contracts and intangible personal property. The Company allocated all amounts paid and liabilities assumed aggregating $502,372 to the cost of the software.

     During the year ended September 30, 2000, the Company changed its name to CaminoSoft Corp. to reflect the focus on the data management software business. The Company is now distributing and developing data management software, which will work with NT, Windows 2000, NetWare, and is expected to be compatible with Unix and Linux systems within the next year.

     In February 2001, the Company and Siemens (a manufacturer of high speed printing equipment) reached a settlement resolving all disputes relating to the Company’s allegations that Siemens committed violations of the U.S. antitrust laws, prior to April 1, 1996. Under the terms of the settlement the Company received $462,500 in cash and the Company and Siemens released all claims against the other. Legal expenses of approximately $162,000 relating to the settlement were accrued during the three-month period ended March 31, 2001.

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     In December 2001, the Company received $1,500,000.00 from the sale of 1,250,000 shares of restricted common stock at $1.20 per share. This investment was made by three funds: two based in the United Kingdom and one in the United States. The shares were sold in a private placement and not registered under the Securities Act of 1933, as amended. The shares may not be resold absent registration or an applicable exemption. Renaissance Capital Group, serves as an advisor to the investment funds.

     During the current quarter ended March 31, 2002, the Company received an additional $267,000 from the sale of 222,500 shares of restricted common stock at $1.20 per share sold to six individual investors and completed the private placement.

NEW ACCOUNTING PRONOUNCEMENTS

     In June 2001, the Financial Accounting Standards Board finalized FASB Statements No. 141, Business Combinations (SFAS 141), and No. 142, Goodwill and Other Intangible Assets (SFAS 142). SFAS 141 requires the use of the purchase method of accounting and prohibits the use of the pooling-of-interests method of accounting for business combinations initiated after June 30, 2001. SFAS 141 also requires that the Company recognize acquired intangible assets apart from goodwill if the acquired intangible assets meet certain criteria. SFAS 141 applies to all business combinations initiated after June 30, 2001 and for purchase business combinations completed on or after July 1, 2001. It also requires, upon adoption of SFAS 142, that the Company reclassify the carrying amounts of intangible assets and goodwill based on the criteria in SFAS 141.

     SFAS 142 requires, among other things, that companies no longer amortize goodwill, but instead test goodwill for impairment at least annually. In addition, SFAS 142 requires that the Company identify reporting units for the purposes of assessing potential future impairments of goodwill, reassess the useful lives of other existing recognized intangible assets, and cease amortization of intangible assets with an indefinite useful life. An intangible asset with an indefinite useful life should be tested for impairment in accordance with the guidance in SFAS 142. SFAS 142 is required to be applied in fiscal years beginning after December 15, 2001 to all goodwill and other intangible assets recognized at that date, regardless of when those assets were initially recognized. SFAS 142 requires the Company to complete a transitional goodwill impairment test six months from the date of adoption. The Company is also required to reassess the useful lives of other intangible assets within the first interim quarter after adoption of SFAS 142.

     In August 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations. SFAS No. 143 requires the fair value of a liability for an asset retirement obligation to be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. SFAS No. 143 is effective for fiscal years beginning after June 15, 2002. The Company believes the adoption of this Statement will have no material impact on its financial statements.

     In October 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFASB 144 requires that those long-lived assets be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or in discontinued operations. Therefore, discontinued operations will no longer be measured at net realizable value or include amounts for operating losses that have not yet occurred. SFASB 144 is effective for financial statements issued for fiscal years beginning after December 15, 2001 and, generally, are to be applied prospectively. The Company believes the adoption of this Statement will have no material impact on its financial statements.

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Item 2.  Management’s Discussion and Analysis and Plan of Operation.

FORWARD-LOOKING STATEMENTS

     In addition to historical information, this Quarterly Report contains forward-looking statements. The forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in this section. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Readers should carefully review the risks described in other documents the Company files from time to time with the Securities and Exchange Commission, including the Annual Report on Form 10-KSB for the fiscal year ended September 30, 2001, the Quarterly Reports on Form 10-QSB to be filed by the Company and any Current Reports on Form 8-K by the Company.

     The following discussion and analysis should be read in conjunction with the financial statements and notes thereto in this quarterly report.

OVERVIEW

     On September 17, 1999, the Company acquired the assets (the “Camino Assets”) of Camino Software Systems, Inc. (“Camino”) for 468,000 shares of the Company’s common stock and assumed $315,172 of certain Camino liabilities. The Camino Assets consisted of the name, Camino Software Systems, Inc., data storage management software, certain business contracts and intangible personal property. Camino had developed the Highway Server hierarchical storage management (“HSM”) software. The Company plans on improving sales, marketing and customer service while continuing development of the HSM technology. The objective of the acquisition of Camino was to diversify the Company’s revenue base to initially augment and eventually replace declining revenues from the traditional fusing agent and toner business.

     The Company’s software provides a solution for addressing the increasing need for sophisticated management of data. Designed to meet the data storage management requirements for local area networks (LAN), wide area networks (WAN), and intranet environments, the software offers its users the ability to efficiently manage available storage within a multi-server environment where mass storage devices are used to increase storage capacity. As more and more companies move away from mid and main frame computer to networked systems to meet their computing requirements, the need for more sophisticated software to emulate the flexibility and power of mid and mainframes has become more acute. With the exponential growth of information, data storage requirements have also grown exponentially. The result has been that network managers are having to deal with the re-occurring “out of disk space” problem on their company’s network. Though hardware cost of storage continues to decrease, the cost of managing the data being stored has increased. Human intervention is still required on the part of network managers to determine which data files on the system need to be “on-line”, “near-line”, or are used sufficiently infrequently to be relegated to “off-line” storage.

     The Company’s products provide a systematic managed solution to the relentlessly increasing data storage problem, while substantially decreasing management costs. Using smart data migration technology, these products create unlimited storage. The Company plans to continue marketing its products using strategic relationships with OEM manufacturers and value added resellers to expand upon market opportunities. The Company continues to exhibit at all regional trade shows and holds seminars in various cities during the current fiscal year to increase awareness and demonstrate capabilities of the CaminoSoft line of products.

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     In April 2000, the Company changed its name to CaminoSoft Corp., to reflect the new direction and focus for the Company built around the acquisition of the Camino Assets and the “Highway Server” software.

     In February 2001, the Company and Siemens reached a settlement resolving all disputes relating to the Company’s allegations that Siemens committed violations of the U.S. antitrust laws, prior to April 1, 1996. Under the terms of the settlement the Company received $462,500 in cash and the Company and Siemens released all claims against the other. Legal expenses of approximately $162,000 relating to the settlement were accrued during the three-month period ended March 31, 2001.

     In November 2001, the Company entered into a non exclusive licensing and distribution agreement with Novell Inc., which allows Novell and its distribution channel partners to sell CaminoSoft’s suite of software solutions.

     In January 2002, the Company’s managed server and storage server products were listed on the Novell price list for the first time, which allows all of the Novell’s salespeople and Novell’s distribution channel partners to sell the products. These products now apply to fulfill sales targets of the Novell sales force and are commissionable. In addition, beginning in April, 2002, Novell has allowed the Company to give Novell sales people an additional incentive for sales of the Company’s products.

RESULTS OF OPERATIONS

     The Three-Month Periods Ended March 31, 2002 and March 31, 2001.

     Sales during the current quarter decreased by approximately $66,000 as compared to the quarter ended March 31, 2001. As a result of the change in sales strategy from utilizing in house personnel to engaging third parties, the Company’s sales were adversely affected. During the current quarter, the Company continued to concentrate on the development of a sales infrastructure to support the sales forces of O.E.M. partners who distribute the Company’s solutions. The sales process, goals and objectives have been modified to include a pursuit team to provide sales and technical training, and an inside sales department to support internal and external sales teams. Currently the Company’s has begun training and educating the Novell sales and technical staff at the Novell regional centers around the United States and Canada in conjunction with the first joint sales calls between Novell and CaminoSoft representatives.

     Cost of sales increased by approximately $5,000 during the current quarter as compared to the quarter ended March 31, 2001. Gross profit for the current quarter decreased as a percentage of sales to 23% as compared to 81% in the prior year’s quarter in direct relation to the decrease in revenues for the current period.

     Selling and administrative expenses decreased by approximately $164,000 or 20% as compared to the prior year second quarter. The decrease is due to the reorganization of the Company’s sales and marketing departments in anticipation of the involvement of the Novell sales and technical personnel as part of the licensing and distribution agreement signed in November 2001. The expense reduction plan started at the beginning of the fiscal year has been effective to reduce expenses while preparing the infrastructure to support the new sales and technical support programs. Currently, the training of the Novell personnel is underway.

     Depreciation and amortization remained unchanged as compared to the quarter ended March 31, 2001. Research and development expense during the current quarter decreased to $1,250 as compared to $54,000 in the quarter ended March 31, 2001. Management anticipates additional research and development expense during the remainder of the fiscal year associated with new development projects scheduled to begin during the third and forth quarters. During the current quarter approximately $98,000 was capitalized under SFAS 86, for software development.

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     During the current quarter, the Company had interest income of approximately $400, as compared to approximately $41,000 in the prior year’s quarter. The decrease is a result of a reduction in the average balances in the interest bearing accounts during the current quarter.

     During the current quarter the Company has refocused its resources on the completion of an internal reorganization and expense reduction plan. Since its acquisition of the Camino Assets, the Company was focused on marketing of its products, advertising and setting up a direct sales force. In the current technology market, a small company sales force has a difficult time competing with other storage focused companies with much larger sales forces. The Company has now restructured to focus on the technology, while utilizing partner sales forces. This will allow technology to be the strength of the business and allow the Company’s remaining sales and marketing resources to focus on the training and support for the Company’s partners and their sales forces and sales channels. The Company has begun the process of training sales and technical personnel from Novell and its distribution channel while conducting the first joint sales calls with the Novell sales force. In addition with new inside sales resources and support for the value added reseller channel, the Company will also pursue a direct sales channel, using web sales and technical presentations.

     The Six-Month Periods Ended March 31, 2002 and March 31, 2001.

     Sales for the current six month period decreased by approximately $115,500 as compared to the prior year six month period. As a result of the change in sales strategy from utilizing in house personnel to engaging third parties, the Company’s sales were adversely affected. During the current quarter, the Company continued to concentrate on the development of a sales infrastructure to support the sales forces of O.E.M. partners who distribute the Company’s solutions. The sales process, goals and objectives have been modified to include a pursuit team to provide sales and technical training, and an inside sales department to support internal and external sales teams.

     Cost of sales for the current six month period increased by approximately $8,000 over the comparable period last year. Gross profit for the six month period decreased to 35% of sales as compared to 80% in the prior year six month period. The reduction in revenue combined with the slight increase in cost of sales accounted for reduction in gross profit percentage.

     Selling and administrative expenses for the current six month period decreased by approximately $305,000 as compared to the six month period ended March 31, 2001. The expense reduction plan implemented during the current fiscal year has allowed for the reduction in this segment of the operating expenses. Depreciation expense during the current six month period was unchanged as compared to last years six month period. The Company charged $1,250 to development expense during the current six month period as compared to approximately $285,000 in the comparable six month period. The Company expects an increase in research and development expense during the remainder of the fiscal year as new projects are started. Total operating expenses for the current six month period decreased by approximately $589,000 as compared to last year in conjunction with the changes described above.

     During the six month period ended March 31, 2001, the comparable period, the Company had approximately $300,000 in income from discontinued operations resulting from a legal settlement net of legal expenses. There is no discontinued operations income or expense in the current fiscal year.

LIQUIDITY AND CAPITAL RESOURCES

     In December 2001, the Company received $1,500,000 from the sale of 1,250,000 shares or restricted common stock at $1.20 per share as part of a private placement. During the current period, the Company completed the private placement of an additional 222,500 shares to five individual investors at $1.20 per share bringing the total value of the placement to $1,767,000 for 1,472,000 shares of restricted common stock.

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     Cash increased during the six months by approximately $600,000 as a result of the Company’s sale of stock during December 2001. The Company believes that its working capital will be sufficient to meet its ongoing operational requirements over the next twelve months. The Company presently has over $1,800,000 in cash and short term investments and no bank debt. The Company is presently exploring additional sources of equity capital.

NEW ACCOUNTING PRONOUNCEMENTS

     In June 2001, the Financial Accounting Standards Board finalized FASB Statements No. 141, Business Combinations (SFAS 141), and No. 142, Goodwill and Other Intangible Assets (SFAS 142). SFAS 141 requires the use of the purchase method of accounting and prohibits the use of the pooling-of-interests method of accounting for business combinations initiated after June 30, 2001. SFAS 141 also requires that the Company recognize acquired intangible assets apart from goodwill if the acquired intangible assets meet certain criteria. SFAS 141 applies to all business combinations initiated after June 30, 2001 and for purchase business combinations completed on or after July 1, 2001. It also requires, upon adoption of SFAS 142, that the Company reclassify the carrying amounts of intangible assets and goodwill based on the criteria in SFAS 141.

     SFAS 142 requires, among other things, that companies no longer amortize goodwill, but instead test goodwill for impairment at least annually. In addition, SFAS 142 requires that the Company identify reporting units for the purposes of assessing potential future impairments of goodwill, reassess the useful lives of other existing recognized intangible assets, and cease amortization of intangible assets with an indefinite useful life. An intangible asset with an indefinite useful life should be tested for impairment in accordance with the guidance in SFAS 142. SFAS 142 is required to be applied in fiscal years beginning after December 15, 2001 to all goodwill and other intangible assets recognized at that date, regardless of when those assets were initially recognized. SFAS 142 requires the Company to complete a transitional goodwill impairment test six months from the date of adoption. The Company is also required to reassess the useful lives of other intangible assets within the first interim quarter after adoption of SFAS 142.

     In August 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations. SFAS No. 143 requires the fair value of a liability for an asset retirement obligation to be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. SFAS No. 143 is effective for fiscal years beginning after June 15, 2002. The Company believes the adoption of this Statement will have no material impact on its financial statements.

     In October 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFASB 144 requires that those long-lived assets be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or in discontinued operations. Therefore, discontinued operations will no longer be measured at net realizable value or include amounts for operating losses that have not yet occurred. SFASB 144 is effective for financial statements issued for fiscal years beginning after December 15, 2001 and, generally, are to be applied prospectively. The Company believes the adoption of this Statement will have no material impact on its financial statements.

RISK FACTORS

We have a limited operating history.

     Our Company has been in business since 1983 and has been a publicly traded company since September 1993. In September 1999, we acquired the assets of Camino Software Systems, Inc., which resulted in our entering into a new line of business. All of our prior business divisions (high speed printer sales and service and consumable sales) have been sold or discontinued. Although we currently have some

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revenues from the acquired assets, we are starting a new business in a highly technical and competitive market, with new risks for investors and shareholders. Our products have not yet been accepted in the marketplace.

Our future operating results are unpredictable.

     With the acquisition of the software products of Camino Software Systems, Inc. and the sale and discontinuance of the historical business of the Company, our operating results will depend on the enhancement of the Company’s existing products and the ability to market and sell the products. Any future success that the Company may achieve will depend upon many factors including factors which may be beyond the control of CaminoSoft or which cannot be predicted at this time. Uncertainties and factors which could cause actual results or events to differ materially from those set forth or implied include:

• Inability to acquire new customers

• Inability to complete successful implementation of our software applications in a manner that is scalable

• Inability to offer new services that complement our existing offerings

• Inability to increase awareness of our brand

     To address these risks, we must, among other things, implement and successfully execute our business strategy, continue to develop and upgrade our technology, provide superior customer service, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks or that our business strategy will be successful , and the failure to do so could have a material adverse effect on our business, prospects, financial condition and results of operations.

Need for additional financing.

     Our Company will require additional financing in order to expand our business. Our working capital requirements in the foreseeable future will depend on a variety of factors including our ability to implement our sales and marketing plan. There can be no assurance that we will be able to successfully negotiate or obtain additional financing. Our ability to obtain additional capital will be dependent on market conditions, the national economy and other factors outside our control. If adequate funds are not available or are not available at acceptable terms, our ability to finance our expansion, develop or enhance services or products or respond to competitive pressures would be significantly limited. The failure to secure necessary financing will have a material adverse effect on our business, prospects, financial condition and results of operations.

     If we are unable to adapt our products to rapidly changing technology, our reputation and our ability to grow our revenues could be harmed.

     The markets we serve are characterized by rapidly changing technology, evolving industry standards, emerging competition and the frequent introduction of new software. There is no assurance that we will be able to enhance existing or develop new products that meet changing customer needs in a timely and cost-effective manner. Prolonged delays resulting from our efforts to adapt to rapid technological change, even if ultimately successful, could harm our reputation within our industry and our ability to grow our revenues.

     We face significant competition from other providers of computer software. The Novell agreement may not work to increase sales.

     The markets for our computer software are characterized by intense competition and an increasing number of new market entrants who have developed or are developing potentially competitive products. Further, the cost barriers to these markets are relatively low, which means our competitors range from

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small companies with limited resources to large, more established companies. Some competitors, regardless of size, have substantially greater financial, technical, marketing, distribution, personnel and other resources. For example, current and future competitors with greater financial resources than us may be able to undertake more extensive marketing campaigns and adopt more aggressive pricing policies. It is possible that we may not have the resources to withstand these and other competitive forces.

     Our earnings growth is dependent upon acceptance of our products and our ability to increase demand for data storage and management software products.

     Our ability to generate profits depends primarily upon market acceptance of our data storage and management software products. Our products may not be able to be successfully marketed or achieve customer acceptance, and we may be unable to increase demand for our product. Our strategy to increase our customer base includes investment in programs designed to heighten consumer awareness of our product and services.

     If we do not successfully develop new products that keep pace with technology, our competitive position will be weakened.

     The market for our products is new and emerging, and is characterized by rapid technological advances, changing customer needs and evolving industry standards. Accordingly, our ability to realize our expectations will depend on our:

• Ability to timely develop new software products that keep pace with developments in technology;

• Ability to meet evolving customer requirements which are often difficult to predict; and

• Success at enhancing our current product offerings and delivering those products through appropriate distribution channels.

     We may not be successful in developing and marketing, on a timely and cost-effective basis, enhancements to our software products or new products which respond to technological advances and satisfy increasingly sophisticated customer needs. If we fail to introduce new products, or if new industry standards emerge that we do not anticipate or adapt to, our software products could be rendered obsolete and our competitive position will be weakened.

     Our business will suffer if our software development is delayed.

     Any failure to release new products and upgrades on time may result in:

• customer dissatisfaction;

• cancellation of orders;

• negative publicity;

• loss of revenue; or

• slower market acceptance.

     We operate in a developing market with increasing participants.

     The market for computer software is rapidly evolving and is characterized by an increasing number of market entrants who have introduced or developed products and services. It is possible that a single supplier may dominate one or more market segments. Additionally, there may be insufficient market acceptance of our products because the market for computer software changes rapidly.

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     We rely on key management personnel.

     Our performance is substantially dependent on the continued services and the performance of our senior management and other key personnel. Our performance also depends on our ability to retain and motivate our other officers and key employees. The loss of the services of any of our executive officers or other key employees could have a material adverse effect on our business, prospects, financial condition and results of operations. Our future success also depends on our ability to identify, attract, hire, train, retain and motivate other highly skilled technical, managerial and marketing personnel. Competition for such personnel is intense, and there can be no assurance that we can attract and retain the necessary technical, managerial and marketing personnel could have a material adverse effect on our business, prospects, financial condition and results of operations.

     Our business substantially depends upon the continued growth of the data storage and management software market.

     Our future revenue and profits, if any, substantially depend upon the continued growth and development of the data storage and management software market.

     We could incur substantial costs defending our intellectual property from claims of infringement.

     The software industry is characterized by frequent litigation regarding copyright, patent, trademark and other intellectual property rights. We may be subject to future litigation based on claims that our own intellectual property rights are invalid. We expect that software product developers will increasingly be subject to infringement claims as the number of products and competitors in our industry segment grows and the functionality of products overlaps. Claims of infringement could require us to re-engineer or rename our products or seek to obtain licenses from third parties in order to continue offering our products. These claims could also result in significant expense to us and the diversion of our management and technical resources, even if we ultimately prevail. Licensing or royalty agreements, if required, may not be available on terms acceptable to us or at all.

     We may face interruption of production and services due to increased security measures in response to terrorism.

     Our business depends on the free flow of products and services through the channels of commerce. Recently, in response to terrorists’ activities and threats aimed at the United States, transportation, mail, financial and other services have been slowed or stopped altogether. Further delays or stoppages in transportation, mail, financial or other services could have a material adverse effect on our business, results of operations and financial condition. Furthermore, we may experience an increase in operating costs, such as costs for transportation, insurance and security as a result of the activities and potential activities. We may also experience delays in receiving payments from payers that have been affected by the terrorist activities and potential activities. The U.S. economy in general is being adversely affected by the terrorist activities and potential activities and any economic downturn could adversely impact our results of operations, impair our ability to raise capital or other wise adversely affect our ability to grow our business.

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PART  II

OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds

     On March 4, 2002, the Company sold an aggregate of 222,500 shares of its Common Stock for $267,000 in a private placement pursuant to Rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933, as amended. No commissions were payable.

Item 6.  Exhibits and Reports on Form 8-K

     No reports on Form 8-K were filed during the quarter for which this report is filed.

SIGNATURE

     In accordance with the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CAMINOSOFT CORP

Date: May 8, 2002	/s/   Walter Kornbluh Walter Kornbluh, Chairman of the Board and Chief Executive Officer
Date: May 8, 2002	/s/   Stephen Crosson Stephen Crosson, Chief Operating Officer and Chief Accounting Officer

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