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Friday, September 02, 2005

CaminoSoft (CMSF) 10-K

The 10-K has lots of amendments.

Incorporated in Calif. Offices in Westlake Village, Calif. Software for Win2K, Win2003, Netware. Sell through distributors, VARs, system integrators, OEMs. Acquired Camino's assets in 1999. 2001, non-exclusive licensing and distribution with Novell. 2002, products were on the Novell price list directly. 2003, Company requested Novell remove the products from the price list, moving to a comission sales model. 2002, got Computer Associates "CA Smart" certification. Got WHQL in 2002, also "Certified Partner" in 2002. 2003, licensing and dist by Legato who transitioned all customer service to Camino. 2003, disti agreement with Ingram Micro. 2004, joined EMC's Centera Partner Program. 2004 joined HP Information Lifecycle Management Partner Program.
Our goal is to be a leading supplier of data management solutions that
work seamlessly with major operating system and storage vendors' hardware and software solutions and deliver advanced storage management for small, medium, and enterprise organizations.
No big moat at all against competitors. No legal proceedings.

Dec 2002, issued 6% convertable debentures for up to $1 million. Matures Nov 27, 2005. Convertable into common at the lower of $1.00 or current stock price.

July 2003, issued 6% convertable debenture for $750K. Matures same time. Convertable into common at the lower of $0.50 or current stock price.

Dec 2003, issued private placement of 3.2 million shares and 5 year warrants on 3.2 million shares (strike price split between $0.74 and $1.11). Raised $1.2 million.

July 2004, issued 5 year warrants on 1.4 million shares at $0.53. Along with a 2 year loan of $750K. Loan matures July 19, 2006. 7% interest.

During fiscal 2004, issued 2.5 million options to employees, etc. at $0.41 to $0.63.

Sept 2004, issued 340K shares as part of equity financing with Fusion Capital Partners. They would be buying shares on the open market over a 30-month period for not less than $0.25.

Results of 2004 (ending Sept 30, 2004):
Changed focus to features and upgrades and other platforms. Software was 63%. Service contracts 37%, up from 24% in 2003. High availability products dropped to 26% from 65% in 2003. HSM products were up slightly. High gross profits. SG&A rose much slower than revenues. R&D down somewhat due to less new product development.

SFAS 123R "Share-Based Payment" may have an impact on financial statements.

Non-executive board chairman:
Steven Spector, Mr. Spector [57] became a director in February 2000. Since 1971, Mr. Spector has practiced finance, banking and corporate reorganization law, most recently as a partner in the Los Angeles Office of Jeffer, Mangels, Butler and Marmaro, LLP. In addition to practicing law, Mr. Spector is a partner in the investment group of LBS Investments, LLC, and a trustee of The Joseph B. Gould Charitable Foundation. Mr. Spector has lectured and taught extensively in his legal specialties of finance, banking and corporate reorganization. In September 2003, Mr. Spector was elected as Chairman of the Board of Directors.
Stephen Crosson [45] joined the Company in March 1985 and was manager of accounting and government contracts and logistics. In September 1989, Mr. Crosson became a financial analysis officer with First Interstate Banks
Controller's office. In March 1992, Mr. Crosson returned to the Company as
Director of Operations. In April 1995, he became Vice President of Operations. In January of 1997, Mr. Crosson became Corporate Secretary and in April 1998 he became Chief Operating Officer and Treasurer. In January 2003, Mr. Crosson became the Chief Executive Officer, and in August 2003, Mr. Crosson was elected a director. In April 2004, Mr. Crosson became the Chief Financial Officer.
Oldest director: 73
Youngest director: 36
No family relationships.
CEO salary: $168K + 1.4 million options (69% of total to employees)
CFO salary: $150K + 300K options

Execs and directors own 27%. Various funds own very large chunks.

Auditors qualified with a "going concern" statement, Nov 2004.

Property is about 50% depreciated (generally 3 year schedule, software 7 years). Most is test equipment.

No unusual related party items.

Leases begin expiring 2006.

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