SEC Company Response from CAMINOSOFT CORP (CIK 0000907686) — Jun 23, 2005
CAMINOSOFT CORP (CIK 0000907686)
Date: June 23, 2005 · CIK: 0000907686 · Accession: 0001144204-05-019804
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CaminoSoft Corp
600 Hampshire Road, #105
Westlake Village, CA 91361
Tel (805) 370-3100
June 23, 2005 Fax (805) 370-3200
www.caminosoft.com
Craig Wilson
Senior Assistant Chief Accountant
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: CaminoSoft Corp. File no. 033-064534-LA
Form 10-KSB/A: For the Year Ended September 30, 2004
Form 10-QSB/A: For the Quarterly Period Ended December 31, 2004
Dear Mr. Wilson:
On behalf of CaminoSoft Corp. ("CaminoSoft" or the "Company"), we hereby
submit responses to the oral comments set forth in a telephone call with Mr.
Thomas Ferraro and Mr. Christopher White of the Securities and Exchange
Commission (the "Commission") on June 9, 2005. Our responses based on our
understanding of the oral comments are listed below.
Annual Report on Form 10-KSB/A for the Year Ended September 30, 2004
1. How did the Company consider APB-20, specifically paragraph 36, in
determining disclosure requirements associated with the
reclassification of financial information contained in the 10-KSB/A.
Company Response:
In response to your comment we are concurrently filing an amended 10-KSB/A
(Amendment 2) for the fiscal year ended September 30, 2004 covering fiscal years
ended September 30, 2004 and 2003, and the relevant interim periods (see
footnotes 9 & 10), together with an amended 10-QSB/A (Amendment 2) for the
quarterly period ended December 31, 2004, which reflect the reclassification of
the debt discount. We have added additional disclosure within the restated
amended filings.
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2. We noted that in the 10-KSB/A filing that the audit opinion letter
date did not change and there was no reference to the restatement
contained in the text of the opinion letter. Refer to AU 530.05 and
AU 561.06a.
Company Response:
In response to your comment relating to the date and lack of reference
to the restatement in the audit opinion letter, the Company has included in
the amended 10-KSB/A (Amendment 2) an updated audit opinion letter. It
reflects a dual date and refers to the restatement of balance sheet
information in the text.
3. We noted that the management's discussion and analysis was not
included in the amended filings. Do we believe the MD&A section
should be included due to restatement of the financial statements.
Company Response:
In response to the management's discussion and analysis section of
the amended annual report filing, there were no changes to the MD&A
section of the restated filing.
4. Item 307, Internal controls and procedures, we noted that the
internal controls and procedures did not change due to the
restatement of financial information. In light of the restatement
how can we rely on the controls and procedures and commit that they
are effective?
Company Response:
In response to the lack of change to the internal controls and
procedures in the amended filings, the Company has amended Item 8A and
Item 3, Internal controls and procedures with its concurrent filing of the
10-KSB/A (Amendment 2) and 10-QSB/A (Amendment 2) respectively. We have
indicated in our revised controls and procedures that they were not
effective but have since been remediated.
5. Did the Company consider filing an 8-K Item 402, non reliance on
previously filed financial information. Do we feel this is necessary
in light of the restated financial information.
Company Response:
In response, the Company is concurrently filing an 8-K, Item 402.
6. Comment relates to 10-QSB/A the amended quarterly filing for the
three month period ended December 31, 2004. You noted we did not
file amended notes to the consolidated financial statements as
restated. In light of the restatement should we have filed amended
notes to the restated financial statements?
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Company Response:
In response, the Company is concurrently filing an amended 10-QSB/A
(Amendment 2), which includes restated notes to the financial statements.
7. Final comment received via voice message from Christopher White
during the week ending June 17, 2005. In relation to Item 307,
Internal controls and procedures please address the issue of
material weakness in internal controls and how you will address it
including time frame to remediate the weakness.
Company Response:
In response, the Company is concurrently filing amended 10-KSB/A
(Amendment 2) for the years ended September 30, 2004 and 2003, and
10-QSB/A (Amendment 2) for the three month period ended December 31, 2004.
The Item 307, Internal controls and procedures has been revised to include
disclosure of the material weakness and remediation of the weakness in
Item 8A for the 10-K and Item 3 for the 10-Q.
All questions and comments regarding the foregoing can be addressed to David
Ficksman on (310) 789-1290 or the undersigned on (805) 370-3100.
Kind regards,
Stephen W. Crosson
Chief Financial Officer
CaminoSoft Corp.
cc: David Ficksman
Michael Skelton
Martin Casaus
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