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SEC Company Response from CAMINOSOFT CORP (CIK 0000907686) — Feb 11, 2005

CAMINOSOFT CORP (CIK 0000907686)
Date: Feb. 11, 2005 · CIK: 0000907686 · Accession: 0001144204-05-004234

AI Filing Summary & Sentiment

File numbers found in text: 333-119922, 333-122632

Referenced dates: November 24, 2004

Date
Feb. 11, 2005
Author
Not clearly detected
Form
CORRESP
Company
CAMINOSOFT CORP (CIK 0000907686)

Letter

United States Securities Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, D.C. 20549-0406 Re: CaminoSoft Corp. Registration Statement on Form SB-2 Filed February 8, File No. 333-122632

Dear Ms. Jacobs:

On behalf of our client, CaminoSoft Corp. (“CaminoSoft” or the “Company”), we hereby submit responses to the comments set forth in the letter from the Securities and Exchange Commission (the “Commission”) dated February 11, 2005 (the “Staff Letter”).

REGISTRATION STATEMENT ON FORM SB-2

Selling Shareholders

1. While we note your response to comment 6 of our letter dated November 24, 2004, regarding registration statement number 333-119922, please additionally confirm that none of the selling shareholders are affiliates of broker-dealers or expand the prospectus to indicate whether the broker-dealer affiliates acquired the securities to be resold in the ordinary course of business. Also indicate whether at the time of the acquisition they had any agreements, understandings or arrangements with any other persons, either directly or indirectly, to dispose of the securities.

Company Response:

The Company confirms that none of the selling shareholders are affiliates of broker-dealers. The Company also confirms that at the time of the acquisition they had no agreements, understandings or arrangements with any other persons, either directly or indirectly, to dispose of the securities.

Financial Statements

2. We note that the audit letter regarding your financial statements for the fiscal year ended September 30, 2004, is missing a conformed signature. Please revise to include the required signature of your independent accounting firm.

Barbara Jacobs, Assistant Director

February 11, 2005

Page

Company Response:

The registration statement has been amended to add the missing conformed signature on the audit letter regarding our financial statements for the fiscal year ended September 30, 2004.

FORM 10-K

Controls and Procedures Controls and Procedures

3. We note your disclosure that the Company carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures “within the 90 days prior to [the] report.” As Rule 15d 15(b) of the Exchange Act requires such evaluation to be performed “as of the end of each fiscal quarter,” please confirm that your disclosure controls and procedures were effective as of the end of the September 30, 2004 fiscal quarter. Additionally, please confirm that your future evaluations will be performed as of the end of each fiscal quarter and that you will revise your future disclosure accordingly.

Company Response:

The Company confirms that its disclosure controls and procedures were effective as of the end of the September 30, 2004 fiscal quarter. Additionally, the Company confirms that future evaluations will be performed as of the end of each fiscal quarter and that it will revise its future disclosure accordingly.

CEO/CFO Certifications

4. We note that the certifications attached to your 2004 Form 10 KSB are on a different form from the one currently required by Item 601(b)(31) of Regulation S-B. As Item 601(b)(31) indicates that certifications must be exactly as set forth therein, please confirm that you will revise your future certifications to conform exactly to the requirements of Item 601(b)(31).

Company Response:

The Company confirms future certifications will conform exactly to the requirements of Item 601(b)(31) of Regulation S-B.

* * * * *

Barbara Jacobs, Assistant Director

February 11, 2005

Page

The Company hereby acknowledges 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 this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

All questions and comments regarding the foregoing can be addressed to either David Ficksman on (310) 789-1291 or the undersigned on the above-referenced number.

Kind regards,

/s/ Sheri M. Watts

Sheri M. Watts

cc: David Ficksman

Stephen Crosson

Jonathan Cope

Stephen Martin

Sara Kalin

Mark Shuman

:smw

Show Raw Text
CORRESP
1
filename1.htm

    Sheri M. Watts • •

      File
      No.

February
11, 2005

VIA
FACSIMILE & EDGAR

Barbara
Jacobs, Assistant Director

United
States Securities Exchange Commission

Division
of Corporation Finance

450 Fifth
Street,

N.W.
Washington, D.C. 20549-0406

Re: CaminoSoft
Corp. Registration Statement on Form SB-2 Filed February 8,
2005
       File
No. 333-122632

Dear Ms.
Jacobs:

On behalf
of our client, CaminoSoft Corp. (“CaminoSoft” or the “Company”), we hereby
submit responses to the comments set forth in the letter from the Securities and
Exchange Commission (the “Commission”) dated February 11, 2005 (the “Staff
Letter”).

REGISTRATION
STATEMENT ON FORM SB-2

Selling
Shareholders

1. While we
note your response to comment 6 of our letter dated November 24, 2004, regarding
registration statement number 333-119922, please additionally confirm that none
of the selling shareholders are affiliates of broker-dealers or expand the
prospectus to indicate whether the broker-dealer affiliates acquired the
securities to be resold in the ordinary course of business. Also indicate
whether at the time of the acquisition they had any agreements, understandings
or arrangements with any other persons, either directly or indirectly, to
dispose of the securities.

Company
Response:

The
Company confirms that none of the selling shareholders are affiliates of
broker-dealers. The
Company also confirms that at the time of the acquisition they had no
agreements, understandings or arrangements with any other persons, either
directly or indirectly, to dispose of the securities.

Financial
Statements

2. We note
that the audit letter regarding your financial statements for the fiscal year
ended September 30, 2004, is missing a conformed signature. Please revise
to include the required signature of your independent accounting firm.

Barbara
Jacobs, Assistant Director

February
11, 2005

Page
2

Company
Response:

The
registration statement has been amended to add the missing conformed signature
on the audit letter regarding our financial statements for the fiscal year ended
September 30, 2004.

2004
FORM 10-K

Controls
and Procedures Controls and Procedures

3. We note
your disclosure that the Company carried out an evaluation of the effectiveness
of the Company’s disclosure controls and procedures “within the 90 days prior to
[the] report.” As Rule 15d 15(b) of the Exchange Act requires such evaluation to
be performed “as of the end of each fiscal quarter,” please confirm that your
disclosure controls and procedures were effective as of the end of the September
30, 2004 fiscal quarter. Additionally, please confirm that your future
evaluations will be performed as of the end of each fiscal quarter and that you
will revise your future disclosure accordingly.

Company
Response:

The
Company confirms that its disclosure controls and procedures were effective as
of the end of the September 30, 2004 fiscal quarter. Additionally, the Company
confirms that future evaluations will be performed as of the end of each fiscal
quarter and that it will revise its future disclosure accordingly.

CEO/CFO
Certifications

4. We note
that the certifications attached to your 2004 Form 10 KSB are on a different
form from the one currently required by Item 601(b)(31) of Regulation S-B. As
Item 601(b)(31) indicates that certifications must be exactly as set forth
therein, please confirm that you will revise your future certifications to
conform exactly to the
requirements of Item 601(b)(31).

Company
Response:

The
Company confirms future certifications will conform exactly to the requirements
of Item 601(b)(31) of Regulation S-B.

* * * * *

Barbara
Jacobs, Assistant Director

February
11, 2005

Page
3

The
Company hereby acknowledges 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 this action as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United
States.

All
questions and comments regarding the foregoing can be addressed to either David
Ficksman on (310) 789-1291 or the undersigned on the above-referenced
number.

    Kind
      regards,

      /s/
      Sheri M. Watts

Sheri M. Watts

cc: David
Ficksman

Stephen
Crosson

Jonathan
Cope

Stephen
Martin

Sara
Kalin

Mark
Shuman

:smw