SEC Comment Letter for CAMINOSOFT CORP (CIK 0000907686) — Sep 12, 2005
CAMINOSOFT CORP (CIK 0000907686)
Date: Sept. 12, 2005 · CIK: 0000907686 · Accession: 0000000000-05-047053
AI Filing Summary & Sentiment
File numbers found in text: 333-122632
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<TYPE>LETTER
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Room 4561
September 12, 2005
Mr. Stephen Crosson
Chief Financial Officer
CaminoSoft Corp.
600 Hampshire Road, Suite 105
Westlake Village, California 91361
Re: CaminoSoft Corp.
Post-effective Amendment No. 1 to Registration Statement on
Form
SB-2
Filed September 6, 2005
File No. 333-122632
Form 10-KSB for the year ended September 30, 2004
Form 10-QSB for the quarter ended December 31, 2004
Form 10-QSB for the quarter ended March 31, 2005
Form 10-QSB for the quarter ended June 30, 2005
File No. 033-64535-LA
Dear Mr. Crosson:
We have limited our review of your filings to those issues
we
have addressed in our comments. Where indicated, we think you
should
revise your document in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-KSB for the year ended September 30, 2004
Item 8A. Controls and Procedures
1. We note your disclosure that "[t]here were no changes in the
[your] internal controls or in other factors that could have
significantly affected those controls." Please note that Item 308
of
Regulation S-B requires the disclosure of any change in your
internal
controls that occurred during your last fiscal quarter that has
"materially affected, or is reasonably likely to materially
affect,"
your internal controls. In light of the foregoing, please advise
us
with respect to changes in your internal controls for the quarters
ended September 30, 2004, December 31, 2004, March 31, 2005 and
June
30, 2005. Please also confirm to us that you will consider this
comment in preparing future periodic reports.
* * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
and
that they have provided all information investors require for an
informed investment decision. Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.
Prior to our declaration of the effective date of the
pending
post-effective amendment pursuant to Section 8(c) of the
Securities
Act, the company should furnish a letter acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert the staff comments and the
declaration
of effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
You may contact Daniel Lee at (202) 551-3477 with any
questions. If you need further assistance, you may contact me at
(202) 551-3462 or Barbara C. Jacobs, Assistant Director, at (202)
551-3730.
Sincerely,
Mark P. Shuman
Branch Chief - Legal
cc: Via Facsimile
David L. Ficksman, Esq.
Troy & Gould
1801 Century Park East, 16th Floor
Los Angeles, California 90067
Telephone: (310) 689-1290
Facsimile: (310) 201-4746
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