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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C.  20549

                                   -----------
                                   FORM 10-KSB
                                   -----------
     [x]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
          SECURITIES EXCHNAGE ACT OF 1934  [FEE REQUIRED]
               For the fiscal year ended September 30, 2002
                                       or
     [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
          SECURITIES EXCHANGE ACT OF 1934  [NO FEE REQUIRED]
          For the transition period from _____________ to _______________

                         Commission file number 1-12312

                                 CAMINOSOFT CORP
                 (Name of small business issuer in its charter)

               CALIFORNIA                                 95-3880130
     (State of incorporation)              (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
     Securities registered under Section 12(b) of the Exchange Act: None
     Securities registered under Section 12(8) of the Exchange Act: Common Stock
     no par value.

     Check mark indicates 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__
                                  --

     Check mark indicates that the issuer has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after
distribution of securities under a plan confirmed by a court.

                               YES X          NO__
                                  --

     Check mark indicates that the disclosure of delinquent filers pursuant to
Item 405 of Regulation S-B is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

     Issuer's revenues for its most recent fiscal year were $165,691.

     The aggregate market value of the voting stock held by non-affiliates of
the registrant as of December 15, 2002 was approximately $8,423,905.

     Number of shares outstanding of each of the issuer's classes of common
stock, as of December 15, 2002: 9,873,171 shares of common stock, no par value.

     The following documents are incorporated by reference into this report:
None.

================================================================================

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FORWARD-LOOKING STATEMENTS

          In addition to historical information, this Annual 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 the section entitled "Management's Discussion and Analysis
and Plan of Operation."  Readers are cautioned not to place undue reliance on
these forward-looking statements, which reflect management's analysis only as of
the date hereof.  CaminoSoft Corp 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 Quarterly Reports on Form 10-QSB and any
Current Reports on Form 8-K.

                                     PART I

Item 1.          DESCRIPTION OF BUSINESS.

OVERVIEW

     CaminoSoft Corp. (the "Company" or "CaminoSoft") was organized in 1983 as
Interscience Computer Services, Inc. to be a third-party provider of maintenance
services for computer hardware and related peripheral equipment.  On September
17, 1999, the Company acquired certain assets (the "Camino Assets") from Camino
Software Systems, Inc. ("Camino") for 468,000 shares of the Company's common
stock and the assumption of  $315,172 of certain Camino liabilities.  The
Company had reviewed over 65 companies as possible acquisition candidates prior
to the acquisition of the Camino Assets.  The Camino Assets consisted of the
name, Camino Software Systems, Inc., the Highway Server hierarchical data
storage management ("HSM") software, certain business contracts and intangible
personal property.  On April 17, 2000, the Company changed its name to
CaminoSoft Corp. to reflect the change to a software sales and development firm.

     In November 2000, the Company introduced T-Rex, a data management appliance
that provides an integrated storage management solution that will hold from
500GB to 12 terabytes of data in RAID (Redundant Array of Independent Disks)
storage.  T-Rex utilizes smart data migration technology to create unlimited
virtual storage by combining a RAID 5 fast cache file system with integrated
removable storage devices, data mirroring and redundancy for transparent, high
availability data access.

     Effective November 2, 2001, the Company entered into a licensing and
distribution agreement with Novell, Inc., which allows Novell and its
distribution channel to sell CaminoSoft's suite of data storage management
software solutions.  In January 2002, the Company's "managed server and storage
server" products for Novell NetWare operating systems were included for
distribution on the Novell price list of products.  This allows the Company to
take advantage of the seasoned sales and distribution channel of Novell and its
distribution partners.  During the fiscal year, the Company became a Microsoft
certified partner with our "Managed Server HSM" for the Windows 2000 operating
system being independently certified by Microsoft.

     The Company's present business is the development and sale of storage
solutions based on the HSM technology.  The Company's principal executive
offices are located at 600 Hampshire Road, #105, Westlake Village, California
91361.


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INDUSTRY BACKGROUND

Data Storage Growth

     The growth of more data intensive computing, including e-commerce, email,
multimedia applications and the conversion from paper to electronic storage of
data has fueled rapid growth of the amount of data stored within an enterprise.
International Data Corporation "IDC", an independent information technology
research firm, projects that the number of email messages sent per day worldwide
will grow from approximately 9.7 billion in 2000 to 35 billion in 2005.  This
storage growth has resulted in an increased demand for more efficient methods to
store and retrieve data.  IDC estimates new hard disk drive shipments are adding
over 1.75 million terabytes of storage capacity annually, with the annual
increment expected to reach 26.3 million terabytes by 2004.  A byte is the
amount of computer memory required to store one number, letter or symbol; a
terabyte is equal to one trillion bytes.

     The dramatic growth in data storage is driving the demand for many types of
storage technology, such as new storage devices, networking hardware and
software.  Many enterprises are struggling to manage  larger amounts of data,
creating a demand for software that can automate this task.  Industry analysts
predict that demand for data storage management software in particular will grow
significantly.  Gartner Group, an independent information technology research
firm, estimates that the data storage management software market will grow from
$5.3 billion in 2000 to 16.7 billion in 2005.

Traditional Data Storage and Back up

     Users traditionally have stored data on hard disks or other storage devices
connected to their personal computers or computer networks, a configuration
referred to as primary storage or direct attached storage (DAS).  In addition to
primary storage, enterprises have widely adopted back-up processes to insure
against the loss of data by creating and storing duplicates of existing data
files.  The traditional back-up process moves large volumes of data to
alternative storage devices not directly accessible by users and applications.
Typically, under traditional back-up and data storage methodologies, an
enterprise will perform a full back-up of all data once a week and incremental
back-ups on each of the other six days of the week.  An incremental back-up
operation copies only those files that have changed since the last full back-up.
There are several significant problems with traditional data storage and back-up
methods.

     -    Expensive primary storage capacity is consumed rapidly. Hard drives
          and other storage devices used for primary storage are more expensive
          than remote and back-up storage devices and have a limited capacity.
          This capacity is often quickly exhausted, and the user or the
          enterprise must then either purchase additional capacity or delete
          data. An enterprise incurs additional expense not only for the
          purchase of additional storage devices, but also for the
          administrative time required to install, allocate and manage this
          additional primary storage capacity.

     -    Repetitive back-up consumes network transmission capacity. As the
          amount of data increases, repeatedly backing up the same data consumes
          increasing amounts of network transmission capacity, or bandwidth.
          Computer networks have a limited amount of bandwidth, and most of this
          capacity is consumed during business hours by the demands of the
          network's users. As a result, networks lack the capacity to transmit
          data to storage devices for back-up during business hours. In
          addition, as enterprises expand their operations internationally, and
          the Internet makes networks more accessible the workday becomes
          longer, the number of hours available each day for back-up is
          shrinking. As a result, network administrators have smaller windows of
          time in which they can back-up increasing amounts of data without
          impairing the performance or accessibility of the network.

     -    Failure to manage data results in an inefficient back-up process. Most
          files on a typical file server are infrequently accessed 30 days after
          they are created. Repeatedly backing up the same unchanged data
          consumes more back-up storage capacity unnecessarily, and requires an

<PAGE>
          enterprise to expand its storage capacity with each subsequent
          back-up. In addition, because network administrators cannot determine
          which files are important, they often either save most files or
          randomly delete them.

     -    Access to stored data is limited. Infrequently accessed data is
          typically migrated from primary storage devices to secondary storage
          devices, RAID storage, tape libraries, magnetic optical disks, CD and
          DVD libraries, NAS and SAN devices. Once this process has occurred,
          the time and effort necessary to retrieve a migrated file is
          significant. A user will need to know information such as the file
          name, the original storage location and the date of the back-up. When
          this information has been determined, the network administrator will
          then use this information to retrieve the file manually. This process
          is inefficient for the user, who must wait for the needed file, and
          for the network administrator, who must act as an intermediary and
          retrieve the file. In addition, files that have been deleted from
          primary storage and only reside on secondary storage devices are not
          easily and readily accessible to end users and/or software
          applications that may need the data contained in the file.

     -    Data is stored randomly at diverse locations. The distribution of data
          and applications on multiple personal computers and servers throughout
          the network, complicates the process and increases manual intervention
          for data back-up. Distributed storage management on expensive primary
          storage devices throughout a network results in inadequate storage
          management, increased administrative time and expense and inefficient
          use of storage devices.

Total cost of ownership

     Surging demand for storage capacity and greater access for data is driving
up the total cost of ownership for business information.

     Organizations are buying more storage than necessary.  While the cost of
storing a megabyte has gone down, overall hardware and software expenditures
continue to grow.  According to a joint study by McKinsey & Company and Merrill
Lynch, eighty percent of today's storage is still directly attached to the
server, resulting in under utilized and over utilized capacity for both servers
and storage.  In this environment there is always a point when new servers and
disk space must be purchased to support that additional storage.  In addition,
most corporations re-evaluate and replace portions of their storage
architectures every three years.

     Labor costs are one of the largest indirect costs associated with increased
storage capacity.  Inefficient data storage management can handcuff entire
organizations.  For example, keeping everyone waiting too long for network
backups.  End users cannot do their jobs without asking Information Technology
administrators to retrieve archived data.  Top information technology ("IT")
administrators are pulled away from higher value work and are duplicating effort
as they maintain multiple archive islands.  Traditional storage management tools
allow one administrator to effectively manage less than 1 terabyte ("TB") of
storage on DAS or 4 TB on networked storage (according to the research firm
Enterprise Storage Group) but experts estimate that average site capacity will
have grown to 53 TB by 2005 (according to research firm Strategic Research
Corporation).  If better solutions are not implemented, the number of
administrators needed to manage storage will soon become untenable.

     The cash associated with risk, including the cost of network downtime,
inadequate disaster preparedness and inappropriate utilization of storage, can
often be substantial.  Organizations must be able to access/recover all business
critical data, no matter how complex, in a timely manner.  Depending on the type
of data, and how critical it is to business operations, companies may incur
downtime related costs of more than $250,000/hour, according to the research
firm Contingency Planning Research.  In addition, the business value of the data
itself may be compromised if users/applications cannot get the answers they need


<PAGE>

when they need them.  Companies must also be sure that their data storage
infrastructure is flexible and scalable enough to meet future growth needs.

The emergence of networked storage

     In response to the limitations of traditional data storage and back-up
methods, networked storage has emerged.  This encompasses storage area networks
(SAN's) and networked attached storage (NAS) topologies, and comprises
approximately 20% of storage implementations today according to the McKinsey and
Merrill Synch study.  A storage area network is a network of servers and data
storage devices that are interconnected at high speeds, typically using fiber
channel transport technology, which allows network resources to be located at
remote and diverse locations.  Enterprises are beginning to deploy storage area
networks in an effort to move data storage operations off of their local area
networks to a separate network dedicated to data storage.  Moving these
operations to storage area networks frees up bandwidth on the local area network
for more efficient operation of enterprise software applications and
communications.

     Another alternative to direct attached storage is network attached storage,
the fastest growing market segment of networked storage, with an estimated $2.84
billion market size in 2001 and a 97% growth rate according to IDC.  NAS offers
the benefit of adding capacity to the network itself rather than to an
individual server, while presenting data at a file-level similar to direct
attached storage.  Like SANs, NAS enables organizations to realize a lower cost
of storage than DAS.  However, unlike SAN, NAS architectures offer a lower price
point and "plug and play" functionality without any additional network
components.

     Despite the greater capacity and speed, and the reduced cost offered by
networked storage, these emerging storage topologies do not address the need to
make management and access of data more efficient.  Like DAS configurations,
networked storage configurations fail to determine which data should be stored,
do not provide efficient and automated migration of data to the storage media,
fail to integrate with front-end applications, do not enable immediate access to
data and cannot provide an effective index of stored data.

The need for data management software

     In order to address the problems of traditional storage and back-up
methods, and to take advantage of the power of networked storage, a data
management solution must enable better utilization of storage assets (both
people and hardware), provide automated migration of data and deliver better
access to stored data.  Specifically, to be effective and efficient a solution
must:
     -    automatically apply policies that determine whether, or for how long,
          data should be stored, while enabling these policies to be easily set
          by organizations/customers;
     -    provide efficient transfer of data to and from storage devices
          throughout networks, including local area networks, networked attached
          storage devices and storage area networks;
     -    maximize the effective capacity of existing storage devices;
     -    automatically consolidate data that is distributed on servers across
          the network and provide centralized storage management for that data;
     -    provide a detailed index of stored data so users can perform specific
          searches;
     -    enable rapid and easy retrieval of stored data selected by users and
          software applications regardless of where and how that data is stored;
     -    seamlessly integrate access to stored data with existing business
          applications;
     -    provide secure network access;
     -    work on file systems and email systems, and across multiple operating
          systems including Windows, NetWare and Linux; and
     -    provide automated migrated file conversion for organizations/customers
          who change production operating systems after migration of files under
          the old operating system.

<PAGE>

The need for email management and storage software

     Email is an integral part of business communications.  As a result of the
increased use of email both as a messaging system and an information delivery
system, system administrators need to manage and store large volumes of email
messages and attachments without compromising the reliability of the system or
restricting message or attachment size.  System administrators are also
confronted with the challenge of protecting and restoring email communications,
including protection and restoration during and after computer virus attacks.
In addition, as email becomes increasingly more important, the lack of
administrative control threatens an enterprise's record management procedures
and its ability to comply with applicable regulatory and legal requirements.  In
order to address the problems of email management and storage, and to enable an
enterprise to take full advantage of the speed and convenience of email, an
email management and storage solution must:
     -    automatically apply policies that determine whether, and for how long,
          data should be stored, while enabling these policies to be easily set
          by organizations/customers;
     -    reduce messaging system back-up time and enhance performance while
          reducing costs;
     -    eliminate the need for administrative restrictions on message or
          attachment size;
     -    facilitate management of message stores and guard against the loss of
          information following virus attacks, enabling recovery within hours
          rather than days;
     -    ensure adherence to formal email policies that correspond to an
          enterprise's traditional record management policies and requirements;
          and
     -    provide fast and efficient search capability and access to stored
          email messages and attachments.

CAMINOSOFT

     CaminoSoft markets products that enable multi-tiered hierarchical storage
management, (HSM) on PC server based computer networks.  By using CaminoSoft's
products, network administrators can increase efficiency on production servers
(Tier 1), by moving infrequently used data to networked central storage pool
devices (Tier 2) and data archive systems (Tier 3).  CaminoSoft's products bring
"Intelligent Capacity Management " to customers networked storage environments
by establishing:

          Intelligent Data Storage
          Intelligent Data Retrieval
          Enhanced Data Protection

     The Company's products provide increased efficiencies in the customer's
data storage and network infrastructure.  The use of CaminoSoft's products
reduces customer costs by extending the life span of existing storage systems
and by bringing added efficiency to new systems.

     CaminoSoft's products are developed in an environment that allows for rapid
enhancement to meet the challenges of the changing storage infrastructure
landscape.  CaminoSoft's products leverage both established and emerging
operating environments, providing a broad opportunity for increased revenues.

     A company's production servers are not meant to be the front line of the
storage explosion.  They are the front line for the productivity of the
organization.  This is where users, business units and executive teams achieve
their goals.  Organizational productivity is either enhanced or encumbered at
every server in the network.  This is where the data that is needed for business
continuity, planning and execution resides.  These servers are the heart and
soul of the information age organization.  Today, technology companies are
competing to bring efficiencies to network environments.  More scalable servers,
high availability, redundant storage appliances and devices, dedicated storage
area networks using advanced fibre switching and their own dedicated
repositories are all choices for evolving the storage infrastructure.  How one
manages the data within any network environment is the challenge that
CaminoSoft's suite of solutions solve.

<PAGE>

PRODUCTS

     CaminoSoft's Managed Server HSM software provides a unique 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, Managed Server HSM offers
its users the ability to more 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
computers to networked systems to meet their computing requirements, the need
for more sophisticated software to emulate the flexibility and power of mid and
main frames has become more acute.  This sophisticated hierarchical storage
management (HSM) is the domain of Managed Server HSM.  With the exponential
growth of information, data storage requirements have also grown exponentially.
The result has been that network managers have to deal with the recurring "out
of disk space" problem on their companies networks.  Though hardware cost for
storage continues to come down, the cost of managing the data being stored has
not.  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.

     Developed in conjunction with Novell's NetWare 4.X, (now supporting NetWare
5.X and 6.X) the Managed Server is able to work in a multi-server and
multi-platform environment, enabling the customer to better utilize the storage
capacity available throughout the network.  Based upon administrator defined
parameters, the software will automatically migrate minimally used files to
designated storage devices, hard drives, RAID, magnetic optical, tape, and most
other types of mass storage devices.  This migration is seamless and transparent
to the user.  As the server's file system begins to fill up, Managed Server HSM
automatically transfers or migrates old, seldom accessed files.  The directory
entry is modified which enables the system to quickly locate and retrieve the
file when needed.  The user is unaware that the file has been migrated and is no
longer resident at the original site.  Generally, this migration is desired to
free up space in the more expensive storage medium, moving the data to less
expensive medium, such as removable optical drives.  The uniqueness of the
program is that it enables the user to designate under what conditions the files
should be migrated and where the files should be migrated, (i.e., all financial
files to one location, correspondence files to another, etc).  In the case of
mass storage devices using removable optical media, this is particularly
important.  Whereas other HSM programs manage multi-disk hardware as one large
repository, scattering data throughout the system, CaminoSoft data migration
products enable the user to designate what data goes to which disk.  This allows
related data to be organized and stored on a specific disk rather than be
scattered throughout the storage device.  A disk can then be removed to off-line
storage and more easily indexed, making retrieval considerably more efficient.

     Managed Server HSM can accommodate virtually unlimited volumes of
information.  Efficient management of data has and will continue to be one of
the foremost problems associated with the "information age".  The Company
believes CaminoSoft Managed Server HSM represents the most efficient solution to
data management in the networked environment.

     "Data Differentiation" may be the most important term to know in
conjunction with the Company's managed server software.  With the ability to
differentiate data, users are able to define the real storage needs for an
organization.  Data differentiation is the foundation from which the lower cost,
more effective, more available, and continuously protected networks of the
future will grow.  Data differentiation is at the core of the Company's mission:
to bring Intelligent Capacity Management to networks.  Managed server HSM allows
clients to develop 24 hour 7 day per week rules-based policy administration for
their network storage infrastructure.  All data is not created equal and, over
time, all data ages.  Managed Server HSM gives clients the tools needed to
identify the "production data"(data currently in use) and differentiate it from
all the infrequently or unused data in their network.  Every organization needs
the ability to implement multiple tiers of storage.  Storage tiers are a
cost-effective way of storing and retrieving inactive data.  Data
differentiation allows clients to create data lifecycles for different types of
data in the organization.  With new regulations being implemented for the amount
of time data has to remain available, the ability to create a data life cycle,
in advance, to automate the movement of that data through multiple tiers of
storage is a critical component of current and future network data storage
infrastructures.

<PAGE>

     The Company has continued development of its suite of products and
solutions since the acquisition in September of 1999 of the managed server for
NetWare 4x product.  The current suite includes Managed Server HSM certified for
Novell NetWare 4x, 5x, 6x and 6 NSS.  During the current year the Company has
also certified Managed Server HSM for Microsoft Windows 2000 which includes
Microsoft development and marketing partnership.  The Company has also become a
Computer Associates "smart" partner.  Our products are certified on the Computer
Associates "BrightStor Portal" and "ARCServe" backup products.  The Company has
also developed a storage analysis tool which allows users to analyze the data
contained in a production server.  It reports on possible policy scenarios as if
the data were differentiated and moved to other tiers of storage.  Clients can
see what the benefits will be, in advance, including estimated data growth rate
and the correlating time savings for production data backup and restoration.
Another newly developed product is a conversion tool that allows clients who
utilize our HSM solution to convert the migrated data from one operating system
to another if the client has changed the operating system of the production
environment.  The client, therefore, does not have to de-migrate the files in
order to convert to the new operating system.  The transition to the new system
can be simplified to include only the current production data, with simple
"pointers" to the already migrated files.  The migrated files can be
automatically recalled, when needed into the new operating system.  As of the
date of this filing, the Company has developed a custom version of our product
integrated with The Messaging Architects' GWArchive product, GroupWise email
system storage management software for users of Novell GroupWise email systems.
Messaging Architects will market and sell the product directly into the
GroupWise email user client base.  These products and associated partnerships
are the building blocks for the Company's O.E.M. partner and channel
distribution strategy.


MARKET

     CaminoSoft products are designed to meet the storage management needs of
small, medium and large companies.  This includes departmental deployment within
the Fortune 2000 and other companies with over 250 employees.  Both private and
public sector organizations are targeted, based on vertical market segments and
industries that produce and utilize large amounts of data.  Financial Services,
Health Care, Legal Services, Engineering and Architectural Services, Government
and Education are among these targets.  The value of CaminoSoft products
include, automated policies for compliance with new laws and regulations for
data retention, allowing organizations to set up data lifecycles for different
types of information in the production environment.  Our core value propositions
apply to all business sizes and industries.  These include but are not limited
to: extend production hardware utility; reducing production back-up time;
reducing restoration time for the production data in the case of a disaster; and
reducing or eliminating manual intervention to manage data storage.

     According to IDC research, worldwide storage systems hardware, software and
services revenue will grow to over $70 billion by the year 2004.  Storage
software as a component of that total will grow from $6.5 billion in 2002 to $9
billion in 2004.  Storage related spending is one of the fastest growing
segments in the technology market.  It has also been estimated that for every $1
spent on storage, $8 are spent on management of storage.  CaminoSoft solutions
provide automated management, which help to control and reduce a major portion
of these storage management costs.

     The Company's expanded product line for Windows 2000 and Novell NetWare
operating systems have enhanced the market opportunity for its solutions.  The
recent completion of an integrated version of our Managed Server certified for
Computer Associates BrightStor Portal and ARCServe back-up products, which work
in conjunction with Netware and Windows 2000 operating systems, further the goal
of expanding our market reach.  These certified products and business
partnerships are the basis for sales expansion and were targeted goals for the
current fiscal year.  This allows our partners sales forces and distribution
channels to now promote and implement our products as part of an overall storage
management solution.  Data differentiation and policy-based management are key
components of current and future network data storage infrastructures.  Because
CaminoSoft's products embody these features, this positions our partners to
leverage these state-of-the-art storage management solutions.

<PAGE>

     CaminoSoft has sold its software into the public sector at the state,
county, and municipal level, as well as to the higher education market.  Both
the government and education sectors provide opportunities that are consistent
with the Company's product positioning.  Government agencies and education
customers tend to operate and maintain their systems longer than private sector
companies.  With the exception of modifications associated with Year 2000,
government and education IT spending is growing at or near the rate of
inflation.  CaminoSoft's solutions have great appeal in this regard since our
products extend the useful life of existing network infrastructures and systems.

     While not specifically positioned for disaster recovery, CaminoSoft's
products increase efficiencies.  Planned enhancements to CaminoSoft's software
in copying data, deleting data and the addition of a broader set of available
export media devices will give the products increased disaster recovery
capabilities.  The potential to integrate remote storage capabilities, likely
done through a Storage Service Provider (SSP) partner, can further enhance the
appeal of CaminoSoft products in an overall disaster recovery strategy.

THE CAMINOSOFT STRATEGY

     Today IT departments face a variety of challenges with some of the most
critical relating to data storage and management.  Two of these challenges are
(1) reducing the total cost of ownership of data storage by better leveraging IT
resources, both hardware and people, and (2) increasing productivity by enabling
better access to information, thereby making quicker and faster decisions.  Our
software virtualizes pools of stored data both to the end-user transparently and
to the IT administrator while integrating with most operating systems and
applications.  CaminoSoft can reduce the back-up window, lower the overall cost
of storage and enhance the value of information across the organization.  Our
strategy is built on the benefits our technology brings, our expanding
distribution channel, and our ability to execute.  As part of our current
strategy:
     -    We intend to continue to expand and leverage our base of partners
          (OEMs, distributors, and value-added resellers, or VAR's) to sell
          additional products to our end users. We intend to enhance our
          international presence and partner base as we internationalize,
          localize and bring to market existing and new products. We intend to
          focus on systems integrators and other strategic partners to open new
          avenues of distribution for our products and solutions.
     -    We intend to focus and expand on our core strengths in today's soft
          economic environment. IT spending is tight and customers require
          products and solutions with attractive price points and demonstrable
          value. We can leverage success in one department or work group to
          demonstrate the value of our storage management solution, then use the
          success in that area to expand to other departments, workgroups or the
          enterprise. We believe our cost effective data management solutions
          can then be repeated in other areas of the organization for other
          types of information and compliance requirements.
     -    We intend to leverage our position as a provider of email storage and
          management solutions to grow in the messaging market. With our
          integrated Managed Server for The Messaging Architects GWArchive
          (GWArchive provides extended storage functions for Novell, GroupWise
          email systems) product, we have taken the first step to capitalize on
          this growing market for automated data storage management for Novell
          GroupWise email systems. Using the O.E.M. partner approach, we have
          partnered with The Messaging Architects to take advantage of their
          focus on GroupWise email systems allowing them to leverage our storage
          management solution as an integrated component for users of their
          Novell GroupWise line of email extension products. We intend to
          utilize this same approach with other partners focused on providing
          automated data management for users of other email messaging systems
          such as Microsoft Exchange and Lotus Notes. We believe this vertical
          partner approach will broaden the adoption of our solutions in the

<PAGE>
          electronic collaboration market, allowing our partners to remain
          focused on their core strengths in the markets they serve.
     -    Europe, the Middle East, Africa, Japan and Asia represent active
          markets for expansion, with Europe representing an estimated $2
          billion data storage management market in 2001 according to Gartner.
          We intend to continue to internationalize and localize our products
          and solutions to penetrate this marketplace. Our recent agreement with
          EuroTek HSM Ltd. in the UK for technical and sales support and an
          increase in the number of value added reseller and integrator partners
          in the UK and Europe will provide the technical, sales and integration
          capabilities for future expansion into these markets.


EMPLOYEES

     The Company currently employs fourteen people full time and seven full time
consultants.

COMPETITION

     The competitive landscape in the storage systems market consists of a vast
array of hardware and software companies.  CaminoSoft's products compete in the
data management software segment.  The cost barriers to these markets are
relatively low, which means our competitors range from 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.  The large number of manufacturers
in the storage infrastructure market provides fertile ground for cultivating
alliances and partnerships.

     Among CaminoSoft's direct competitors, we believe only one offers a
stand-alone HSM application.  CaminoSoft's products have feature related
advantages relative to this competitor in ad-hoc migration and de-migration,
that allows the administrator to perform ad-hoc migration or de-migration
(selecting specific files or directories to be moved off, or returned to, a
server hard drive).  Additionally, CaminoSoft offers re-migration rules, through
which migrated files that are accessed (returned to primary server from
secondary or tertiary storage) can therefore follow the normal migration rules
or administrator defined retention times that override normal migration rules.
CaminoSoft also offers "include and exclude" rules at the file and directory
level, as well as the ability to filter by file extension.

     Relative to the other competitors CaminoSoft has select feature advantages
over each competitor.  Moreover, CaminoSoft, as a specialized HSM tool maintains
an advantage compared to these other competitors, all of whom imbed HSM
functions into broader enterprise network management applications.  CaminoSoft's
positioning will allow it to more effectively address the mid-size and small
business market where management believes enterprise systems may be too
cumbersome or too expensive.  CaminoSoft retains the ability to participate in
the large company and enterprise markets as a department level and workgroup
application.  Because CaminoSoft can be used alongside the enterprise solution
from its closest competitors, it allows the enterprise IT manager to use the
full features of the Company's HSM tools while using competitive products for
such mundane applications as backup systems.  Despite what management believes
to be its technological advantages many competitors have greater resources than
the Company and may be in a position to obtain a market advantage because of
these resources.  Therefore integration of our solutions with partner platforms
such as Computer Associates, BrightStor Portal and ARCServe back-up will allow
us to compete with these large competitors who have integrated enterprise
solutions.

SALES AND MARKETING TEAM STRATEGY

     The mandate of the CaminoSoft sales and marketing teams is to increase
awareness and interest within select industries to deliver qualified prospects
and close sales of the Company's products.  The first step and a key element of
the sales and marketing strategy was the license agreement with Novell.  This
agreement makes available to the Company the marketing and sales resources of
Novell.  Recent corporate developments at Novell, including its acquisition of
Cambridge Technology Partners provide a technology, sales, and marketing path

<PAGE>

that is consistent with the Company's O.E.M. strategy as a software development
company integrating our products with other hardware and software products for
sale through their distribution channels.  The certification of the Company's
Windows 2000 product and partnership with Microsoft was another milestone in the
strategic plan for multi platform distribution of our solutions.  Whereas in the
past the Company's growth has been impeded by lack of a large sales staff, the
partner relationships in place and planned by the Company will add significant
distribution capabilities.  The certification from Computer Associates for
compatibility with the BrightStor Portal and ARCServe back up products will
enhance the Company's ability to sell solutions to users of both NetWare and
Windows 2000 because the Computer Associates solutions are operating system
agnostic.  They have clients who utilize both operating system platforms, which
can now be managed through the BrightStor Portal and integrated with ARCServe
back up for either NetWare, Windows 2000 or both.  As of the date of this filing
the Company has signed an integration and distribution agreement with The
Messaging Architects in Montreal, Canada.  The Messaging Architects are a
leading developer of add-on solutions for corporate messaging servers running
Novell's GroupWise.  They will distribute our storage management solution for
GroupWise exclusively by meeting minimum royalty payment requirements.  The
Company is currently pursuing additional partners who can leverage the Company's
data storage and management solutions as part of the current and future storage
infrastructure for their clients.

     The Company recently added to its executive ranks, hiring Richard Krueger
as Vice President of Channel Sales and Marketing.  Mr. Krueger brings over 30
years of technology industry experience to the Company.  With an experienced
management team, innovative products, and significant sales and marketing
resources resulting from product integration and distribution partnerships
management believes that the Company is positioned to take advantage of the need
for "Intelligent Capacity Management " in the networked storage environments of
today and the future.

Item 2.          DESCRIPTION OF PROPERTY

     As of December 1, 2002, the Company leases one office facility in Westlake
Village, California for the Company's executive offices pursuant to a lease
extension expiring June 30, 2003, at a rental rate of $9,038 per month.

Item 3.          LEGAL PROCEEDINGS

     The Company current has no ongoing legal proceedings.

Item 4.          SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted during the fourth quarter of the fiscal year
covered by this report to a vote of the security holders.

                                     PART II

Item 5.          MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Common Stock is currently traded in the OTC Electronic Bulletin Board
under the symbol "CMSF".  The following table sets forth the high and low sales
prices for the Common Stock during the two most recent fiscal years.  The prices
reflect inter-dealer prices without retail mark-ups, mark-downs or commission
and may not represent actual transactions.



<PAGE>

                                       Common Stock Sales Prices
Symbol "CMSF"                          High              Low
                                       -----             -----

  October 1, 2000 - December 31, 2000  $4.25             $3.00

  January 2, 2001 - March 31, 2001     $3.50             $1.44

  April 1, 2001 - June 30, 2001        $1.80             $1.10

  July 1, 2001 - September 30, 2001    $1.90             $0.85

  October 1, 2001 - December 31, 2001  $1.75             $1.25

  January 2, 2002 - March 31, 2002     $1.60             $1.20

  April 1, 2002 - June 30, 2002        $1.31             $0.48

  July 1, 2002 - September 30, 2002    $1.25             $0.34

  October 1, 2002 - November 30, 2002  $1.01             $0.58

     To date, the Company has not declared or paid any cash dividends with
respect to its Common Stock, and the current policy of the Board of Directors is
to retain earnings, if any, to provide for the growth of the Company.
Consequently, no cash dividends are expected to be paid on the Common Stock in
the foreseeable future.

Recent Sales of Unregistered Securities

     During the fiscal year ended September 30, 2002, the Company issued 418,375
options to purchase the Company's common stock at prices ranging from $0.95 to
$1.30 to employees and directors under the employee stock option plan.

     During the fiscal year ended September 30, 2002, the Company issued
warrants to purchase an aggregate of 85,000 shares of common stock at prices
ranging from $0.73 to $1.55 in consideration of legal and other outside
consulting services.  These warrants expire three years from the grant date.

     During the fiscal year ended September 30, 2002, the Company completed a
private placement of 1,472,500 shares of common stock at $1.20 per share.
During the quarter ended March 31, 2002, the Company received $1,767,000 for
full payment of the private placement.

     During the fiscal year ended September 30, 2002, 39,375 warrants were
exercised into 39,375 shares of common stock and the Company received $19,800
during January and September 2002.

     During December 2002, the Company issued a 6% convertible debenture for up
to $1,000,000.  Interest of 6% per annum will be paid in monthly installments
for three years based on the unpaid principal balance.  The debenture matures on
November 27, 2005, at which time the unpaid principal amount and all accrued and
unpaid interest will become due and payable in full.  The debenture is
convertible into shares of the Company's common stock, with the initial
conversion price of $1.00 per share, however if the five day average closing
price for the Company's common stock immediately prior to a disbursement is
below the $1.00 initial conversion price, the average closing price for such
period shall become the conversion price.

Item 6.          MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

     The following discussion and analysis should be read in conjunction with
the financial statements and notes thereto appearing elsewhere in this Annual
Report.

<PAGE>

OVERVIEW


     On September 17, 1999, the Company acquired the assets of Camino Software
Systems, Inc.  The Camino Assets consisted of the name, the data storage
management software, certain business contracts and intangible personal
property.  The Company's products currently provide a systematic managed
solution to the ever increasing data storage problem at a substantially reduced
management cost.  Managed server software is available for Novell NetWare 4.x,
5.x 6.x, 6 NSS and Windows 2000 operating systems.  During the past fiscal year
the Company changed its approach to focus on  software development while
utilizing the Company's OEM partners and their distribution channels for the
selling of the software developed.  During the past fiscal year the Company's
efforts focused on expansion of the product line and adding features and
enhancements to the software suite of products.  At the same time the sales and
marketing departments have evolved  to support the efforts of our partners
distribution channels with marketing, training and sales support for the sales
forces and Value Added Resellers of the products.  The Company has also added
experienced executives to the team with hiring of Mr. Richard Krueger as Vice
President of Channel Sales and Marketing in August of 2002.

RISK FACTORS

WE HAVE A LIMITED OPERATING HISTORY, WHICH INCLUDES A HISTORY OR LOSSES.

     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 limited revenues from the acquired assets, we are involved
with 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, resulting in operating losses of approximately $2,500,000 and
$2,700,000 for the years ended September 30, 2002 and September 30, 2001,
respectively.  The weak economy and slowdown in demand for software technology
have affected the revenues of the Company.

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.

WE NEED 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

<PAGE>

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.  As of the date of this filing the Company has arranged
for a convertible debenture line of credit for up to $1 million to support
business expansion and operations for the current year.

     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 and the market for Novell NetWare
operating system 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 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.  Competitors for Novell's NetWare operating system could
reduce the new sales and upgrades of NetWare, creating a declining market for
our data storage management products sold through the Novell agreement.

     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

<PAGE>
     -    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.

     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

<PAGE>

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.

Critical Accounting Policies and Estimates

     We have identified the following critical accounting policies and estimates
that affect our more significant judgments and estimates used in the preparation
of our financial statements.  The preparation of our financial statements in
conformity with accounting principles generally accepted in the United States of
America requires that we make estimates and judgments that affect the reported
amounts of assets and liabilities.  We evaluate those estimates on an ongoing
basis, including those related to asset impairment, contingencies and
litigation.  These estimates are based on the information that is currently
available to us and on various other assumptions that we believe to be
reasonable under the circumstances.  Actual results could vary from those
estimates under different assumptions or conditions.  We believe that the
following critical accounting policies affect significant judgments and
estimates used in the preparation of our financial statements.

     -    Software capitalization is stated at cost. Amortization is computed on
          the straight-line and accelerated methods based upon the estimated
          useful life of the asset, primarily seven years.
     -    We periodically review our long-lived assets, which include property
          and equipment and capitalized software, for possible impairment
          whenever events or changes in circumstances indicate that the carrying
          value of an asset may not be recoverable. If the estimated future cash
          flows (undiscounted and without interest charges) from the use of an
          asset are less than its carrying value, we record a write-down to
          reduce that asset to its estimated fair value. The fair value is
          determined based on discounted cash flows or appraised values
          depending on the nature of the asset.
     -    Research and development costs, which consist primarily of software
          development costs, are expensed as incurred. Statement of Financial
          Accounting Standards No. 86, "Accounting for the Cost of Computer
          Software to be Sold, Leased, or Otherwise Marketed" ("SFAS 86"),
          provides for the capitalization of certain software development costs
          incurred after technological feasibility of the software is
          established. As of September 30, 2002, the Company has capitalized
          approximately $325,000 of such software development costs.
     -    Revenue is recognized when earned. The Company's revenue recognition
          policies are in compliance with all applicable accounting regulations,
          including, Staff Accounting Bulletin No. 101 ("SAB 101"), Revenue
          Recognition in Financial Statements. American Institute of Certified
          Public Accountants (AICPA), Statement of Position (SOP) 97-2, Software
          Revenue Recognition, and (SOP) 98-9, Modification of SOP 97-2, with
          Respect to Certain Transactions. Revenue from sale of product is
          recognized upon shipment or installation to the customer. Maintenance

<PAGE>

          revenue is recognized ratably over the contract period.


RESULTS OF OPERATIONS

           FISCAL YEARS ENDED SEPTEMER 30, 2002 AND SEPTEMBER 30, 2001

     During the current fiscal year, the Company continued to focus on
development of features and upgrades on products, while expanding its
functionalities to other operating platforms including Windows 2000.  The
Company has changed its sales and marketing strategy to focus on development and
support for its data storage and management solutions, while utilizing its
partners' sales, marketing and distribution channels.  Revenues for the current
fiscal year decreased by approximately 56% from approximately $374,000 in fiscal
year 2001 to approximately $166,000 for the current fiscal year.  The reduction
in overall IT spending and the timing of the change from direct selling to
O.E.M. partner and value added reseller channel sales resulted in reduced
revenues during the past fiscal year.  Cost of sales increased from
approximately $64,000 to $101,000 or approximately 57% as compared to last year,
due to increased amortization of capitalized software development during the
current fiscal year.  Gross profit decreased by approximately 79% or $245,000
from $310,004 in year 2001 to $65,121 in fiscal year 2002 resulting from the
Company's decreased revenue and increased amortization of software completed and
capitalized during the current fiscal year.

     Selling and administrative expenses for the current year were approximately
$2,456,000 a decrease of approximately $465,000 or 16% as compared to fiscal
year 2001.  The decrease was a result of the Company's expense reduction plan
and evolution to a development and support focused sales and marketing strategy,
utilizing OEM partners and value added resellers for integration and sales of
our solutions.  The Company continued its advertising and marketing program
expansion throughout the year to help create continued product awareness in the
end user and value added reseller channel.  The change from a direct sales
approach to one of a support role for the Company's OEM partners sales forces
continued during the fiscal year, which reduced wage expense related to direct
selling, while increasing the expense related to marketing and sales support for
our OEM partners distribution channels.  The Company will continue to expand the
sales and marketing support areas to train both technical support teams and
sales forces for the Company's distribution partners into the future.

     Depreciation and amortization expense for the fiscal year of $10,548
remained unchanged as compared to fiscal year 2001.

     Research and development expense for the current year was approximately
$121,000 as compared to approximately $474,000 for fiscal year 2001.  This
decrease is part of the ongoing plan to expand the product line, while adding
features and upgrades to the original software products.  During the current
fiscal year, the Company completed its Windows 2000 software and is continuing
development of added features and functionalities for the NetWare and Windows
products as part of capitalized software development.  The Company began new
research and development projects during the fourth quarter of the current year
and plans to continue the research and development program at an increased rate
during the coming year.

     Other income during the year decreased by approximately 94% as compared to
fiscal year 2001.  Interest income for the current year of approximately $6,000
as compared to $104,000 for fiscal year 2001 was a result of decreased balances
in interest bearing accounts during the current year.

Fiscal year 2001 included a gain from discontinued operations of $300,490.  The
prior year gain was due to the proceeds from a legal settlement less the
associated legal expenses.


<PAGE>
LIQUIDITY AND CAPITAL RESOURCES


     During fiscal year 2002, the Company's cash position decreased by
approximately $707,000, from approximately $1,284,000 on September 30, 2001 to
$577,000 on September 30, 2002.  The decrease in cash is a result of expanding
the Company's research, development and technical staff, and a decrease in
revenue during the current year.  During the fiscal year, the Company had
expenditures for software of $270,292 which has been added to the capitalization
of software development.  In the forth quarter of the fiscal year the Company
began new research and development projects for integration and development of
products in conjunction with potential vertical market storage applications
adding approximately $121,000 to research and development expense.  The Company
will continue research and development for these projects and others during the
next fiscal year.

     In October and November 2001, the Company received $150,000 in cash from
the exercise of warrants.  In December 2001, the Company received $1,500,000
from the sale of 1,250,000 shares of restricted common stock at $1.20 per share
as part of a private placement.  During the quarter ended March 31, 2002, 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 1,472,500 shares of restricted common stock.  During
the fiscal year the Company received $19,800 from the exercise of options and
warrants of 39,375 shares of common stock.

     In December 2002, the Company has issued a 6% convertible debenture for up
to $1,000,000.  The Company will make monthly draws based on cash flow to
replenish operating funds.  Interest of 6% per annum will be paid in monthly
installments for three years based on the unpaid principal balance.  The
debenture matures on November 27, 2005, at which time the unpaid principal
amount and all accrued and unpaid interest will become due and payable in full.
The funds will be used to help fund operations and accelerate the business plan
over the next twelve months.  The Company is also negotiating additional sources
of equity capital in the form of a private placement of preferred convertible
stock.  The Company presently has over $500,000 in cash and short term
investments.  The Company believes that its working capital and additional
financing will be sufficient to meet its ongoing operational requirements over
the next twelve months.

     During the third and forth quarters of the fiscal year ended September 30,
2002, the Company restructured its operations and reduced its monthly expense
rate from over $300,000 per month to less than $200,000.  The Company's revenue
projections bring profitability on a monthly basis during the third quarter of
2003.  If revenue projections are not met, the operating plan calls for
additional expense reductions in areas of new technology not related to our core
HSM Managed Server migration technology.  Management believes the integration of
the core technology into solutions provided by its new partners will bring
additional revenue and new opportunities during 2003.  With out a ramp up of
revenue during the first half of 2003 the Company will continue to reduce
expenses to compensate for lack of revenue increases.  No assurances can be
given that the Company will achieve increased revenues or achieve profitability
in 2003.  Further, no assurances can be given that the Company's current
financing will be sufficient to support the Company's planned level of
operations.

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

<PAGE>

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.  The Company believes that the
adoption of SFAS 141 and SFAS 142 will not have a material impact on its
financial position or results of operations.

     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.

     In May 2002, the FASB issued SFAS 145, Rescission of FASB Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections, SFAS
145 eliminates Statement 4 (and Statement 64, as it amends Statement 4), which
requires gains and losses from extinguishments of debt to be aggregated and, if
material, classified as an extraordinary item, and thus, also the exception to
applying Opinion 30 is eliminated as well.  This statement is effective for
years beginning after May 2002 for the provisions related to the rescission of
Statements 4 and 64, and for all transactions entered into beginning May 2002
for the provision related to the amendment of Statement 13.  The Company
believes that the adoption of FAS 145 will have no impact on its operations or
financial position.

     In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities, which addresses accounting for restructuring
and similar costs.  SFAS No. 146 supersedes previous accounting guidance,
principally Emerging Issues Task Force (EITF) Issue No. 94-3.  The Company will
adopt the provisions of SFAS No. 146 for restructuring activities initiated
after December 31, 2002.  SFAS No. 146 requires that the liability for costs
associated with an exit or disposal activity be recognized when the liability is
incurred.  Under EITF No. 94-3, a liability for an exit cost was recognized at
the date of a companys commitment to an exit plan.  SFAS No. 146 also
establishes that the liability should initially be measured and recorded at fair
value.  Accordingly, SFAS No. 146 may affect the timing of recognizing future
restructuring costs as well as the amount recognized.


Item 7.          FINANCIAL STATEMENTS

     The following is a list of financial statements filed herewith:

     Balance Sheets as of September 30, 2002 and September 30, 2001

     Statements of Operations for the years ended September 30, 2002 and 2001

<PAGE>

     Statements of Shareholder's Equity for the years ended September 30, 2002
     and 2001

     Statements of Cash Flows for the years ended September 30, 2002 and 2001

     Notes to Financial Statements


Item 8.          CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                 ON ACCOUNTING AND FINANCIAL DISCLOSURE

     There were no changes in accountants or disagreements during the fiscal
year covered by this report.


                                    PART III

Item 9.          DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     As of December 15, 2002, the directors and executive officers of the
Company are as follows:



                   Name            Age             Position
                  ------           ---             ---------
  Norman Baker                     61              Director

  Robert Pearson                   67              Director

  Steven Spector                   56              Director

  Robert Degan                     63              Director

  Walter Kornbluh                  71              Chief Executive Officer
                                                   and Chairman of the Board

  Stephen Crosson                  43              Chief Operating Officer,
                                                   Secretary and Treasurer



     Norman Baker,  Mr. Baker a U.K. national, joined the Company in January
1994 as Managing Director of Interscience Computer Corporation-PLC.  Mr. Baker
was elected to the Company's board in March 1995.  In 1998 Mr. Baker purchased
Interscience PLC from the Company and continues to distribute high speed
printing consumables throughout Europe.

     Robert Pearson,  Mr. Pearson who became a director in 1997, has been
associated with Renaissance Capital Group ("RCG") since April 1994.  RCG is the
Investment advisor of the largest shareholders of the Company.  Presently, Mr.
Pearson serves as a Senior Vice President and Director of Corporate Finance of
RCG.  He served as Executive Vice President of the Thomas Group from May 1990 to
March 1994.  For 25 years, Mr. Pearson held various senior management positions
at Texas Instruments, including Vice President of Finance from October 1983 to
June 1985.  Mr. Pearson holds directorships in the following companies:  Poore
Brothers, which manufacture and distribute snack food products, Advanced Power
Technology, Inc., a power semiconductor manufacturer, eOriginal, Inc., a
developer of technology and software for creation of electronic contracts,
Laserscope, Inc., a marketer and manufacturer of lasers for medial use, and
Simtek Corporation, a fables semiconductor company that designs and markets
non-volatile static random access memories.

     Steven Spector, Mr. Spector 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,

<PAGE>

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.

     Robert Degan became a director in January 2001.  From 1989 to 1996, Mr.
Degan was President and Chief Executive Officer of Tylink Corporation, a private
company, which designs, manufactures and markets digital access products.  From
1997 to 1998, Mr. Degan was Chairman, President and Chief Executive Officer of
Summa Four Inc., a public company, which is a leading provider of switching
platforms.  In 1998 Summa Four, Inc. was acquired by Cisco Systems, Inc. and
from 1998 through 1999 Mr. Degan was General Manger of the Enhanced Services and
Migration business unit of Cisco Systems, Inc.  From 2000 to the present Mr.
Degan has been a private investor.

     Walter Kornbluh,  Mr. Kornbluh joined the Company in May 1997 and became a
director in April 1998.  Mr. Kornbluh is a licensed Certified Public Accountant
in the States of California and New York.  For the past 10 years he has been the
President and majority owner of Workout Specialist Inc., a firm that specializes
in assisting companies with financial problems.  He spent 17 years as President
of Marathon Office Supply, Inc., a public company whose stock was listed on the
American Stock Exchange.

     Stephen Crosson 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.

DIRECTOR COMPENSATION

     Directors do not receive any annual compensation.  Outside directors
receive $1,000 each for each meeting attended and reimbursement for
out-of-pocket expenses for attending meetings.   Mr. Pearson has waived the
meeting fees.

COMPLIANCE WITH SECTION 16(a) -

     Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers and directors and persons who own more than 10%
of a registered class of the Company's equity securities to file with the
Securities and Exchange Commission initial statements of beneficial ownership,
reports of changes in ownership and annual reports concerning their ownership of
common stock and other equity securities of the Company, on Forms 3, 4 and 5
respectively.  Executive officers, directors and greater than 10% shareholders
are required by Commission regulations to furnish the Company with copies of all
Section 16(a) reports they file.  To the best of the Company's knowledge (based
solely upon a review of the Form 3, 4 and 5 filed), no officer, director or 10%
beneficial shareholder failed to file on a timely basis any reports required by
Section 16(a) of the Securities Exchange Act of 1934, as amended.

Item 10.          EXECUTIVE COMPENSATION

     The following table sets forth the compensation paid by the Company for its
fiscal years ended September 30, 2002, 2001 and 2000 to its Chief Executive
Officer and Chief Financial Officer (the "Named Executive Officers").  No other
executive officer received compensation which exceeded $100,000 for the fiscal
year ended September 30, 2002.

<PAGE>

<TABLE>
<CAPTION>
                                                                Long Term
                                                               Compensation
     ANNUAL COMPENSATION (1)                                      Awards
______________________________________________________________ Securities


                            FISCAL YEAR                      ALL        Underlying
NAME AND                       ENDED                        OTHER         Options
PRINCIPAL POSITION         SEPTEMBER 30,  SALARY   BONUS   COMPENSATION     SARs
-------------------------  -------------  ------  -------  ------------  -----------
<S>                        <C>            <C>     <C>      <C>           <C>
Walter Kornbluh,                    2002  $150,000  ----        ----       50,000
Chief Executive                     2001  $150,000  ----        ----      180,000
Officer and Chairman                2000  $150,000  ----    $90,000 (1)   362,000
of the Board
Stephen Crosson,                    2002  $133,125  ----        ----       50,000
Vice President, Secretary           2001  $120,000  ----        ----      120,000
and Treasurer                       2000  $120,000  ----    $60,000 (1)   228,000
</TABLE>



     (1)  Dollar value for 45,000 shares of common stock issued to Mr. Kornbluh
          and 30,000 shares of common stock issued to Mr. Crosson, as part of
          the March 2000 private placement.

                              OPTION GRANTS IN 2002

     The following table sets forth certain information regarding option grants
to the Named Executive Officers during the fiscal year ended September 30, 2002.


                 Number of     Percentage of
                 Securities    Total Options   Average
                 Underlying    Granted to      Exercise
                 Options       Employees       Price       Expiration
NAME             Granted (1)   In 2002         Per Share   Date
---------------  -----------  ----------       ----------  ----------
Walter Kornbluh       50,000      11.95%       $     0.95  12/08/2009
Stephen Crosson       50,000      11.95%       $     0.95  12/08/2009


     (1)  Options were granted under the year 2000 Employee Stock Option Plan.
<TABLE>
<CAPTION>


                  OPTION EXERCISES AND FISCAL YEAR-END VALUES

                                        Number of Securities                          Value of
                                        Underlying Unexercised                        Unexercised in the Money
                    Shares              Options at Year-End                           Options at Year-End

                  Acquired     Value    ___________________________________________    _________________________
Name             On Exercise  Realized       Exercisable            Unexercisable      Exercisable Unexercisable
---------------  -----------  --------  ----------------------  ---------------------  --------------------------
<S>              <C>          <C>       <C>                     <C>                    <C>
Walter Kornbluh      ----       ----              92,000                  ----          $82,800         ----
Stephen Crosson      ----       ----              48,000                  ----          $43,200         ----
</TABLE>



     There were no options exercised by the named executive officers during
fiscal year 2002.

Item 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                  AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

     The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of December 1, 2002 by (I) each
person who is known by the Company to own beneficially more than 5% of the
Company's outstanding Common Stock; (ii) each of the Company's directors; (iii)
the named Executive Officers; and (iv) executive officers and directors of the
Company as a group:


<PAGE>
                                        COMMON STOCK (1)
                                        ----------------
                                   NUMBER OF     PERCENTAGE OF
NAME AND ADDRESS (2)                 SHARES      OUTSTANDING (3)
--------------------                 ------      ---------------

Frank J. LaChapelle . . . . (4)      635,000     6.43

Robert Pearson . . . . . .  (5)          ----     ----

Robert Degan . . . . . . .        127,000 (11)    ----

Norman Baker . . . . . . .         152,500 (6)    ----

Steven Spector . . . . . .        214,900 (10)    ----

Walter Kornbluh. . . . . .       1,147,840 (8)   10.58

Stephen Crosson . . . . .          780,560 (9)    7.42

Renaissance Capital Growth &
Income Fund III, Inc. . . .      3,073,333 (7)   29.30
     8080 N. Central Expressway
     Suite 210
     Dallas, Texas  75206

Renaissance US Growth &
Income Trust PLC. . .. . .       2,458,567       24.90
     8080 N. Central Expressway
     Suite 210
     Dallas, Texas 75206

All executive officers and
     directors as a group
     (6 persons). . . . . .      2,422,800      20.70

--------------------------------------------------------------------------------
(1)  As used herein, the term beneficial ownership is defined by Rule 13d-3
     under the Securities Exchange Act of 1934 as consisting of sole or shared
     voting power and/or sole or shared investment power subject to community
     property laws where applicable.
(2)  Except as indicated, the address of each person is c/o the Company at 600
     Hampshire Road, #105, Westlake Village, California 91361.
(3)  Based on 9,873,171 shares of Common Stock outstanding, as of December 15,
     2002.
(4)  All shares are held in the LaChapelle Family Trust with respect to which
     Mr. LaChapelle exercises voting and investment power.
(5)  Does not include any shares owned by the Renaissance funds. Mr. Pearson is
     an executive officer of RCG and the Renaissance funds.
(6)  Includes four year non-qualified options from the Company to purchase
     65,000 shares at $3.63 per share and four year non-qualified options from
     the Company to purchase 50,000 shares at $.95 per share.
(7)  According to Schedule 13D, dated September 13, 1994, filed with the
     Commission, RCG is the investment advisor of Renaissance Capital Growth &
     Income Fund III, Inc. (the "Fund"). The Fund owns 2,458,333 shares of the
     Company's Common Stock and has three year warrants to purchase 500,000
     shares of Common Stock at $1.00 per share, four year options to purchase
     65,000 shares at $3.63 per share and four year options from the Company to
     purchase 50,000 shares at $.95 per share.
(8)  Includes currently exercisable options to purchase 300,000 shares from RCG
     at $2.00 per share and 82,200 shares from LaJolla Cove Investors for $1.80
     per share and 92,000 shares from the Company at $.56 per share, 180,000
     shares from the Company at $3.87 per share, 90,000 shares from the Company
     at $5.00 per share, 180,000 shares from the Company at $1.55 per share and
     50,000 shares from the Company at $.95 per share.
(9)  Includes currently exercisable options to purchase 200,000 shares from RCG
     at $2.00 per share and 54,800 shares from LaJolla Cove Investors at $1.80
     per share and 48,000 shares from the Company at $.56 per share, 120,000
     shares from the Company at $3.87 per share, 60,000 shares from the Company

<PAGE>

     at $5.00 per share, 120,000 shares from the Company at $1.55 per share and
     50,000 shares from the Company at $.95 per share.
(10) Includes four year non-qualified stock options from the Company for 65,000
     shares at $3.63 per share and four year non-qualified options from the
     Company to purchase 50,000 shares at $.95 per share and a three year
     warrant from the Company to purchase 30,000 shares at $1.55 for legal
     services rendered.
(11) Includes four year non-qualified options from the Company to purchase
     65,000 shares at $3.63 per share and four year non-qualified options from
     the Company to purchase 50,000 shares at $.95 per share.

Equity Compensation Plan Information

     The following table sets forth certain information regarding the Company's
2000 Stock Option Plan.  All information set forth below is as of September 30,
2002, pursuant to applicable regulations.
<TABLE>
<CAPTION>


                                                                     Number of securities remaining
               Number of Securities to     Weighted-average          available for future issuance under
               Be issued upon exercise     exercise price of         equity compensation plans (excluding
               Of outstanding options,     outstanding options,      securities warrants and rights warrants
               Warrants and rights         warrants and rights       and rights reflected in (a)) (a) (b)
                          (a)                    (b)                           (c)
<S>                       <C>                    <C>                           <C>
Equity compensation
Plans approved by     2,530,000                   $2.24                     442,000
Security holders

Equity compensation
Plans not approved by--                     --                       --
Holders

     TOTAL            2,530,000                   $2.24                     442,000
</TABLE>



Shareholder Approved Plans:

The 2000 Stock Option Plan
     The Company's shareholders approved the 2000 Stock Option Plan as amended
(the "Plan") in April 2001.  Currently, the Plan authorizes the grant of options
to purchase up to 2,100,000 shares of the Company's Common Stock, of which
options to purchase 442,000 shares were outstanding and available for future
issuance as of December 15, 2002.


Non-Shareholder-Approved Plans:

     There are no Non-Shareholder Approved Plans as of December 15, 2002.

Item 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     During fiscal year ended September 30, 2002, the Company issued a three
year warrant to Mr. Steven Spector (director), to purchase 30,000 shares at
$1.55 per share for legal services provided to the Company by Mr. Spector.


Item 13.          EXHIBITS AND REPORTS ON FORM 8-K

          (a)     Exhibits

                  99.1 Certifications of Chief Executive Officer and
                  Chief Financial Officer pursuant to Section 906 of
                  the Sarbanes-Oxley Act of 2002

          (b)     Reports on Form 8-K.          None

<PAGE>

Item 14.          CONTROLS AND PROCEDURES

             (a)  Evaluation of Disclosure Controls and Procedures

                  Disclosure Controls and procedures are designed to ensure
                  that information required to be disclosed in the reports
                  filed or submitted under the Exchange Act is recorded,
                  processed, summarized and reported, within the time periods
                  specified in the SEC's rules and forms. Disclosure controls
                  and procedures include, without limitation, controls and
                  procedures designed to ensure that information required to
                  be disclosed in the reports filed under the Exchange Act is
                  accumulated and communicated to management, including the
                  Chief Executive Officer and Chief Financial Officer, as
                  appropriate, to allow timely decisions regarding required
                  disclosures.

                  Within the 90 days prior to this report, the Company carried
                  out an evaluation, under the supervision and with the
                  participation of the Company's management, including the
                  Company's Chief Executive Officer and Chief Financial
                  Officer, of the effectiveness of the design and operation of
                  the Company's disclosure controls and procedures. Based upon
                  and as of the date of that evaluation, the Chief Executive
                  Officer and Chief Financial Officer concluded that the
                  Company's disclosure controls and procedures are effective
                  to ensure that the information required to be disclosed in
                  the reports the Company files and submits under the exchange
                  act is recorded, processed, summarized, and reported as and
                  when required.

             (b)  Changes in Internal Controls

                  There were no changes in the Company's internal controls or
                  in other factors that could have significantly affected
                  those controls subsequent to the date of the Company's most
                  recent evaluation.



<PAGE>


                                   SIGNATURES


     In accordance with Section 13 or 15 (d) of the Securities 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

                              By   /s/   WALTER KORNBLUH
                                   ---------------------
                                   Walter Kornbluh, Chairman of the Board,
                                   and Chief Executive Officer

     In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>



  Signature                                             Capacity                  Date
  ---------                                             --------                  ----
<S>                                            <C>                          <C>
/s/ WALTER KORNBLUH                            Chairman of the Board        December 20, 2002
-------------------------------------------    and Chief Executive
Walter Kornbluh                                Officer

/s/ STEPHEN CROSSON                            Chief Operating Officer,     December 20, 2002
-------------------------------------------    Secretary and Treasurer
Stephen Crosson                                and Principal Financial and
                                               Accounting Officer

/s/ NORMAN BAKER                               Director                     December 20, 2002
--------------------------------------------
Norman Baker

/s/ ROBERT PEARSON                             Director                     December 20, 2002
--------------------------------------------
Robert Pearson

/s/ STEVEN SPECTOR                             Director                     December 20, 2002
--------------------------------------------
Steven Spector

/s/ ROBERT DEGAN                               Director                     December 20, 2002
---------------------------------------------
Robert Degan
</TABLE>

<PAGE>
                                 CERTIFICATIONS

     I, Walter Kornbluh, certify that:

     1.   I have reviewed this annual report on Form 10-KSB of CaminoSoft Corp.;

     2.   Based on my knowledge, this annual report does not contain any untrue
          statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this annual report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this annual report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this annual report.

     4.   The registrant's other certifying officer and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
          and we have:

          a.   designed such disclosure controls and procedures to ensure that
               material information relating to the registrant, including its
               consolidated subsidiaries, is made known to us by others within
               those entities, particularly during the period in which this
               annual report is being prepared;
          b.   evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this annual report (the "Evaluation Date"); and
          c.   presented in this annual report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officer and I have disclosed, based
          on our most recent evaluation, to the registrant's auditors and the
          audit committee of registrant's board of directors (or persons
          performing the equivalent function):

          a.   all significant deficiencies in the design or operation of
               internal controls which could adversely affect the registrant's
               ability to record, process, summarize and report financial data
               and have identified for the registrant's auditors any material
               weaknesses in internal controls; and
          b.   any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal controls; and

     6.   The registrant's other certifying officer and I have indicated in this
          annual report whether or not there were significant changes in
          internal controls or in other factors that could significantly affect
          internal controls subsequent to the date of our most recent
          evaluation, including any corrective actions with regard to
          significant deficiencies and material weaknesses.

December 20, 2002                    By:/s/ Walter Kornbluh

                                     _________________________________
                                     Chairman of the Board, and
                                     Chief Executive Officer
<PAGE>
                                 CERTIFICATIONS

     I, Stephen Crosson, certify that:

     1.   I have reviewed this annual report on Form 10-KSB of CaminoSoft Corp.;

     2.   Based on my knowledge, this annual report does not contain any untrue
          statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this annual report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this annual report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this annual report.

     4.   The registrant's other certifying officer and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
          and we have:

          a.   designed such disclosure controls and procedures to ensure that
               material information relating to the registrant, including its
               consolidated subsidiaries, is made known to us by others within
               those entities, particularly during the period in which this
               annual report is being prepared;
          b.   evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this annual report (the "Evaluation Date"); and
          c.   presented in this annual report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officer and I have disclosed, based
          on our most recent evaluation, to the registrant's auditors and the
          audit committee of registrant's board of directors (or persons
          performing the equivalent function):

          a.   all significant deficiencies in the design or operation of
               internal controls which could adversely affect the registrant's
               ability to record, process, summarize and report financial data
               and have identified for the registrant's auditors any material
               weaknesses in internal controls; and
          b.   any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal controls; and

     6.   The registrant's other certifying officer and I have indicated in this
          annual report whether or not there were significant changes in
          internal controls or in other factors that could significantly affect
          internal controls subsequent to the date of our most recent
          evaluation, including any corrective actions with regard to
          significant deficiencies and material weaknesses.


     December 20, 2002                    By:/s/ Stephen Crosson
                                          _________________________________
                                          Chief Financial Officer

<PAGE>

                                CAMINOSOFT CORP.

                                    CONTENTS


Independent Certified Public Accountants Report. . . . . . . . . . . .  F-2

Financial Statements
     Balance Sheets. . . . . . . . . . . . . . . . . . . . . . . . . .  F-3
     Statements of Operations. . . . . . . . . . . . . . . . . . . . .  F-4
     Statements of Shareholders' Equity. . . . . . . . . . . . . . . .  F-5
     Statements of Cash Flows. . . . . . . . . . . . . . . . . . . . .  F-6
Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . .F-7



                                      F-1

<PAGE>



INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' REPORT

To the Board of Directors and Shareholders
CaminoSoft Corp.

We have audited the accompanying balance sheets of CaminoSoft Corp. as of
September 30, 2002 and 2001 and the related statements of operations,
shareholders' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Caminosoft Corp. as of
September 30, 2002 and 2001 and the results of its operations and its cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.



/s/BDO Seidman, LLP


Los Angeles, California
December 5, 2002


                                      F-2

<PAGE>
<TABLE>
<CAPTION>

                                      CAMINOSOFT CORP.
                                       BALANCE SHEETS

                                                                       September 30,

ASSETS                                                              2002           2001
                                                                -------------  -------------
<S>                                                             <C>            <C>
Current assets:
   Cash and cash equivalents                                    $    576,421   $  1,283,678
   Accounts receivable, net of allowance of $5,687 and $5,687         61,415         33,657
   Prepaid expenses                                                    9,592              -
   Deferred fiancing costs (Note 5)                                   58,741              -
   Other receivables (Notes 3 and 5)                                       -        150,000
                                                                -------------  -------------

Total current assets                                                 706,169      1,467,335
                                                                -------------  -------------

Property and Equipment, net of accumulated depreciation of             5,468         16,016
     $26,164 and $15,616 (Note 2)

Software, net of accumulated amortization of,                        584,981        413,559
     $242,409 and $143,539 (Note 4)

Deposits                                                               9,581         14,781

Deferred financing costs (Note 5)                                    117,483              -
                                                                -------------  -------------

Total assets                                                    $  1,423,682   $  1,911,691
                                                                =============  =============



LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
   Trade accounts payable                                       $     43,651   $    117,552
   Accrued Liabilities                                               153,307         99,621
   Deferred revenues                                                  42,176         24,532
                                                                -------------  -------------

Total current liabilities                                            239,134        241,705
                                                                -------------  -------------

Total liabilities                                                    239,134        241,705

Commitments (Note 7)

Shareholder's equity (Note 5)

   Common stock, no par value; authorized 100,000,000 shares;
     issued and outstanding 9,873,171 and 8,334,556 shares        15,931,255     13,900,381

   Accumulated deficit                                           (14,746,707)   (12,230,395)
                                                                -------------  -------------

Total shareholders' equity                                         1,184,548      1,669,986
                                                                -------------  -------------

Total liabilities and shareholders' equity                      $  1,423,682   $  1,911,691
                                                                =============  =============

                See accompanying notes to financial statements.
</TABLE>
                                      F-3
<PAGE>

<TABLE>
<CAPTION>

                                  CAMINOSOFT CORP.
                              STATEMENTS OF OPERATIONS


                                                                 YEARS ENDED
                                                                SEPTEMBER 30,
                                                          --------------------------
                                                              2002          2001
                                                          ------------  ------------
<S>                                                       <C>           <C>
SALES                                                     $   165,691   $   374,141

COST OF SALES                                                 100,570        64,137
                                                          ------------  ------------

GROSS PROFIT                                                   65,121       310,004

OPERATING EXPENSES
     Sales and administrative                               2,456,419     2,921,882
     Depreciation and amortization                             10,548        10,548
     Research & Development                                   120,563       474,207
                                                          ------------  ------------

Total operating expenses                                    2,587,530     3,406,637
                                                          ------------  ------------

Loss from operations                                       (2,522,409)   (3,096,633)

OTHER INCOME
     Interest income                                            6,097       104,109
                                                          ------------  ------------

Total other income                                              6,097       104,109
                                                          ------------  ------------

Net loss before discontinued operations                    (2,516,312)   (2,992,524)

DISCONTINUED OPERATIONS (Note 9)
     Gain on legal settlement less legal fees                       -       300,490
                                                          ------------  ------------

Income from discontinued operations                                 -       300,490
                                                          ------------  ------------


Net loss applicable to common stock                        (2,516,312)   (2,692,034)
                                                          ============  ============

Weighted average number of common shares outstanding:
     (basic and diluted):                                   9,508,583     8,186,611
                                                          ============  ============


Net income (loss) per common share (basic and diluted):
     From continuing operations                                ($0.26)       ($0.37)
     From discontinued operations                                   -          0.04
                                                          ------------  ------------


Net loss per common share                                      ($0.26)       ($0.33)
                                                          ============  ============
</TABLE>


                 See accompanying notes to Financial Statements

                                      F-4
<PAGE>

<TABLE>
<CAPTION>

                                    CAMNOSOFT CORP
                           STATEMENTS OF SHAREHOLDERS EQUITY

                                                                     Common Stock
                                                                ----------------------    Accumulated
                                                                 Shares      Amount         Deficit         Total
                                                                ---------  -----------   -------------- ------------
<S>                                                                <C>          <C>           <C>            <C>

Balance, at September 30, 2000                                   8,184,556    13,642,539     (9,538,361)   4,104,178

Warrants to purchase common stock issued for services (Note 5)                   107,842                     107,842

Common stock issued for exercise of options/warrants               150,000       150,000                     150,000

Net loss                                                                                     (2,692,034)  (2,692,034)
                                                                -----------  ------------ -------------- ------------

BALANCE, at September 30, 2001                                   8,334,556   $13,900,381   ($12,230,395)  $1,669,986

Common stock issued for services (Note - 5)                         26,740        34,762                      34,762

Common stock issued for private placement                        1,472,500     1,767,000                   1,767,000

Common stock issued for exercise of options/warrants                39,375        19,800                      19,800

Warrant Extension Renaissance Financing                            176,224                                   176,224

Warrant to purchase common stock issued for services                33,088                                    33,088

Net loss                                                                                    (2,516,312)   (2,516,312)
                                                                -----------  ------------ -------------- ------------

BALANCE, at September 30, 2002                                   9,873,171   $15,931,255   ($14,746,707)  $1,184,548
                                                                ===========  ============  =============  ===========
</TABLE>


                 See accompanying notes to Financial Statements

                                      F-5
<PAGE>
<TABLE>
<CAPTION>

                                        CAMINOSOFT CORP
                                    STATEMENT OF CASH FLOWS

                                                                          YEARS ENDED
                                                                          SEPTEMBER 30,
                                                                   ----------------------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                       2002           2001
                                                                   -------------  -------------
<S>                                                                <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss from continuing operations                              ($2,516,312)   ($2,992,524)
     Adjustments to reconcile net loss from continuing operations
       to net cash used in operating activities:
          Cash from discontinued operations                                   -        300,490
          Depreciation and amortization                                 109,417         82,320
          Common stock warrants issued for services                      67,850        107,842
     Changes in operating assets and liabilities:
          Accounts receivable                                           (27,757)        34,298
          Other receivables                                             150,000         85,000
          Prepaid expense                                                (9,592)             -
          Deposits and other                                              5,200         (5,200)
          Accounts payable and accrued expenses                         (20,215)       (17,677)
          Deferred revenue                                               17,644         24,532
                                                                   -------------  -------------
Net cash used in operating activities                                (2,223,765)    (2,380,919)

CASH FLOWS FROM INVESTING ACTIVITIES
     Investment in software technology                                 (270,292)       (54,726)
                                                                   -------------  -------------

Net cash used in investing activities                                  (270,292)       (54,726)

CASH FLOWS FROM FINANCING ACTIVITIES
     Issuance of common stock                                         1,786,800      1,500,000
                                                                   -------------  -------------

Net cash provided by financing activities                             1,786,800      1,500,000
                                                                   -------------  -------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                              (707,257)      (935,645)

CASH AND CASH EQUIVALENTS, beginning of year                          1,283,678      2,219,323
                                                                   -------------  -------------

CASH AND CASH EQUIVALENTS, end of year                             $    576,421   $  1,283,678
                                                                   =============  =============
</TABLE>
Supplemental non-cash financing and investing activities
     During the year ended September 30, 2002, warrants to purchase 500,000
       shares of common stock were extended one year in connection with
       additional financing.  The value of the warrant, $176,224 was recorded
       as deferred financing costs.

     During August 2001, 150,000 warrants to purchase shares of common stock
       were exercised for notes receivable. The Company received the full
       amount of $150,000 in October and November 2001.

     During September 2000, the Company issued 500,000 shares in conjunction
       with the private placement for $1,500,000 of subscriptions receivable.
       The Company received the full amount of $1,500,000 in November 2000.

            See accompanying notes to Condensed Financial Statements

                                      F-6

<PAGE>
                                CAMINOSOFT CORP.
                          NOTES TO FINANCIAL STATEMENTS

Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS

CaminoSoft Corp. (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.  The Company previously
provided spare parts for the Siemens, Xerox, and Delphax families of printing
equipment, as well as technical support for Siemens.  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.  Soon
thereafter, the Company initiated a toner development program.  During the year
ended September 30, 2000, the Company sold the Fusing Agent and toner business
(see Note 9).

On September 17, 1999, the Company acquired the 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., the data storage management software, certain business contracts and
intangible personal property.  The Company allocated all amounts paid and
assumed in the amount of $502,372 to the cost of 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
purchased from Camino, which will work with Windows 2000 and Novell operating
systems and with Computer Associates enterprise software.  In December 2002, the
Company issued a 6% convertible debenture for up to $1,000,000.  The Company
will make monthly draws based on cash flow to replenish operating funds.
Interest of 6% per annum will be paid in monthly installments for three years
based on the unpaid principal balance.  The debenture matures on November 27,
2005, at which time the unpaid principal amount and all accrued and unpaid
interest will become due and payable in full.  The funds will be used to help
fund operations and accelerate the business plan over the next twelve months.
The Company plans to continue to focus on the integration of our products and
solutions with O.E.M. partner products for sales and distribution.  This
includes selling products through the distribution channels of the partners.
The Company has new arrangements, which it believes will generate higher levels
of revenue in fiscal 2003.  Management has developed additional contingency
plans to ensure expenses can be reduced and brought in line with revenues
achieved during 2003, allowing the Company to extend the operating capital.  The
Company currently expects that the financing will provide sufficient cash to
fund its projected operations for the immediately foreseeable future and
believes additional financing will be available if and when needed.  If the
Company is unable to achieve projected operating results and/or obtain such
additional financing if and when needed, management will be required to curtail
growth plans and scale back development activities.  No assurances can be given

                                      F-7
<PAGE>
                                CAMINOSOFT CORP.
                          NOTES TO FINANCIAL STATEMENTS

that the Company will achieve increased revenues or achieve profitability in
2003.  Further, no assurances can be given that the Company's current financing
will be sufficient to support the Company's planned level of operations.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures.  Accordingly, actual results
could differ from those estimates.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original maturity of
three months or less when purchased to be cash equivalents.  Such cash
equivalents, at times, may exceed federally insured limits.  The Company
maintains its accounts with financial institutions with high credit ratings.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No. 107, prepaid assets,
"Disclosures About Fair Value of Financial Instruments," requires disclosure of
the fair value of certain financial instruments.  Accounts receivable, other
receivables, accounts payable, accrued liabilities and deferred revenues as
reflected in the financial statements approximate fair value because of the
short-term maturity of these instruments.

PROPERTY AND EQUIPMENT

Property and equipment is stated at cost.  Depreciation is computed on the
straight-line and accelerated methods based upon the estimated useful life of
the asset, primarily five years.

SOFTWARE

Software capitalization is stated at cost.  Amortization is computed on the
straight-line and accelerated methods based upon the estimated useful life of
the asset, primarily seven years.  Statement of Financial Accounting Standards
No. 86, "Accounting for the Cost of Computer Software to be Sold, Leased, or
Otherwise Marketed" ("SFAS 86"), provides for the capitalization of certain
software development costs incurred after technological feasibility of the
software is established.  To date, the Company capitalized $270,292 and $54,726
of such software development costs during the years ended September 30, 2002 and
2001, respectively.


                                      F-8
<PAGE>
                                CAMINOSOFT CORP.
                          NOTES TO FINANCIAL STATEMENTS

REVENUE RECOGNITION


Revenue from sale of product is recognized upon shipment or installation to the
customer.  Maintenance revenue is recognized ratably over the contract period.
The Company's revenue recognition policies are in compliance with all applicable
accounting regulations, including Staff Accounting Bulleton No. 101 (SAB 101),
Revenue Recognition in Financial Statements.  American Institute of Certified
Public Accountants (AICPA), Statement of Position (SOP) 97-2, Software Revenue
Recognition, and SOP 98-9, Modification of SOP 97-2, with Respect to Certain
Transactions.

RESEARCH AND DEVELOPMENT

Research and development costs, which consist primarily of software development
costs, are expensed as incurred.

ADVERTISING

Advertising costs are charged to expense as incurred and such costs were $61,026
and $217,534 for the years ended September 30, 2002 and 2001, respectively.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company periodically assesses the recoverability of the carrying amounts of
long-lived assets, including intangible assets.  A loss is recognized when
expected undiscounted future cash flows are less than the carrying amount of the
asset.  The impairment loss is the difference by which the carrying amount of
the asset exceeds its fair value.

STOCK-BASED COMPENSATION

The Company accounts for employee stock options or similar equity instruments in
accordance with Statement of Financial Accounting Standards (SFAS) No. 123,
"Accounting for Stock-Based Compensation" (SFAS No. 123) and Interpretation No.
44, "Accounting for Certain Transactions Involving Stock Compensation, in
Interpretation of APB 25" (FIN 44).  SFAS No. 123 defines a fair-value-based
method of accounting for employee stock options or similar equity instruments.
This statement gives entities a choice to recognize related compensation expense
by adopting the new fair-value method or to measure compensation using the
intrinsic value method under Accounting Principles Board (APB) Opinion No. 25
"Accounting for Stock Issued to Employees", the former standard.  If the former
standard for measurement is elected, SFAS No. 123 requires supplemental
disclosure to show the effect of using the new measurement criteria.  The
Company currently uses the disclosure standards of SFAS 123 but accounts for
stock based compensation using APB 25.

EARNINGS (LOSS) PER SHARE

The Company computes earnings (loss) per common share under Statement of
Financial Accounting Standards No. 128, "Earnings per Share" (SFAS No. 128),
which requires presentation of Basic and Diluted earnings (loss) per share.

                                      F-9
<PAGE>
                                CAMINOSOFT CORP.
                          NOTES TO FINANCIAL STATEMENTS

Basic earnings (loss) per share includes no dilution and is computed by dividing
income (loss) available to common shareholders by the weighted average number of
common shares outstanding for the period.  Diluted earnings (loss) per share
reflects the potential dilution of securities that could share in the earnings
of an entity, such as stock options, warrants or convertible debentures, unless
antidilutive (see Note 4).  At September 30, 2002 and 2001, options and warrants
to purchase 2,530,000 and 2,677,000 shares, respectively were outstanding, but
were not included in the computation of diluted (loss) per common share as the
effect would be antidilutive.

INCOME TAXES

The Company uses the asset and liability method of accounting for income taxes.
Deferred income taxes are recognized based on the differences between financial
statement and income tax valuations of assets and liabilities using applicable
tax rates for the year in which the differences are expected to reverse.
Valuation allowances are established, when necessary, to reduce deferred tax
asset amounts to the amount expected to be realized.  The provision for income
taxes represents the tax payable (or benefit) for the period and the change in
deferred tax assets and liabilities during the year.

RECLASSIFICATIONS

Certain year 2001 amounts have been reclassified to conform with the 2002
presentation.

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

                                      F-10
<PAGE>
                                CAMINOSOFT CORP.
                          NOTES TO FINANCIAL STATEMENTS

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.  The Company believes that the
adoption of SFAS 141 and SFAS 142 will not have a material impact on its
financial position or results of operations.

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.

In May 2002, the FASB issued SFAS 145, Rescission of FASB Statements No. 4, 44,
and 64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS 145
eliminates Statement 4 (and Statement 64, as it amends Statement 4), which
requires gains and losses from extinguishments of debt to be aggregated and, if
material, classified as an extraordinary item, and thus, also the exception to
applying Opinion 30 is eliminated as well. This statement is effective for years
beginning after May 2002 for the provisions related to the rescission of
Statements 4 and 64, and for all transactions entered into beginning May 2002
for the provision related to the amendment of Statement 13.  The Company
believes that the adoption of FAS 145 will have no impact on its operations or
financial position.

     In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities, which addresses accounting for restructuring
and similar costs. SFAS No. 146 supersedes previous accounting guidance,
principally Emerging Issues Task Force (EITF) Issue No. 94-3. The Company will
adopt the provisions of SFAS No. 146 for restructuring activities initiated
after December 31, 2002. SFAS No. 146 requires that the liability for costs
associated with an exit or disposal activity be recognized when the liability is
incurred. Under EITF No. 94-3, a liability for an exit cost was recognized at
the date of a companys commitment to an exit plan. SFAS No. 146 also establishes
that the liability should initially be measured and recorded at fair value.
Accordingly, SFAS No. 146 may affect the timing of recognizing future
restructuring costs as well as the amount recognized.

                                      F-11
<PAGE>
                                CAMINOSOFT CORP.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 2 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following:


                                               September 30,
                                              ---------------
                                              2002     2001
                                              ------  -------
Furniture and fixtures                        $5,745  $ 5,745
Test and training equipment                    5,887   25,887
                                              ------  -------

                                              31,632   31,632
Less accumulated depreciation                 26,164   15,616
                                              ------  -------

                                              $5,468  $16,016
                                              ------  -------


Property and equipment are depreciated on a straight-line basis with an average
useful life of five years.

NOTE 3 - OTHER RECEIVABLES

At September 30, 2001, the Company had receivables totaling $150,000, related to
exercise of warrants for the purchase of the Company's common stock.  The
Company received the full amount of $150,000 in October and November 2001.

NOTE 4 - SOFTWARE

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 valued at $187,200 and assumed $315,172 of certain Camino
liabilities.  The Camino Assets consisted of the name, Camino Software Systems,
Inc., the data storage management software, certain business contracts and
intangible personal property.  The Company has allocated all amounts paid and
assumed in the amount of $502,372 to the cost of software.  The software is
being amortized over seven years.  Net book value of software at September 30,
2002 and 2001 is $287,061 and $358,833, respectively.

During the years ended September 30, 2002 and 2001, an additional $270,292 and
$54,726 have been capitalized relating to the Windows 2000 version of the
product.  The software will be amortized over seven years.  The net book value
for software at September 30, 2002 is $584,981, which includes the original
software purchase of the Camino Assets plus the additional capitalization.

                                      F-12
<PAGE>
                                CAMINOSOFT CORP.
                          NOTES TO FINANCIAL STATEMENTS


                                                September 30,
                                              ------------------
                                               2002      2001
                                              --------  --------
Software                                      $827,390  $557,098

Less accumulated amortization                  242,409   143,539
                                              --------  --------

                                              $584,981  $413,559
                                              --------  --------

Software is amortized on a straight-line basis with an average useful life of 7
years.

NOTE 5 - SHAREHOLDER'S EQUITY

During the year ended September 30, 2001, the Company issued 567,000 options to
purchase the Company's common stock at prices ranging from $1.55 to $3.63 to
employees and directors under the plan.

During the year ended September 30, 2001, 150,000 warrants were exercised and
the Company received $150,000.

During the fiscal year ended September 30, 2001 the Company issued three year
warrants to purchase 42,000 shares at $2.00 per share with a value of $107,842
for services rendered, this amount was booked as an expense on the Company
financial statements.

During fiscal year ended September 30, 2002 the Company issued 26,740 shares of
common stock with a value of $34,762 for executive search services rendered
during the year, this amount was booked as an expense on the Company financial
statements.

During the year ended September 30, 2002 the Company issued 1,472,500 shares of
common stock for $1.20 per share in a private placement for a total of
$1,767,000.

During the year ended September 30, 2002, 39,375 warrants and options were
exercised into 39,375 shares of common stock and the Company received $19,800.

During the year ended September 30, 2002, the Company issued three year warrants
to purchase 30,000 shares for $1.55 per share, with a value of $33,088 for
services rendered, this amount was booked as an expense on the Company financial
statements.

During the year ended September 30, 2002, warrants to purchase 500,000 shares of
common stock were extended one year in conjunction with additional financing for
the Company (Note 10), the value of the warrant was $176,224 this amount was
recorded as deferred financing on the Company's financial statements.

                                      F-13
<PAGE>
                                CAMINOSOFT CORP.
                          NOTES TO FINANCIAL STATEMENTS

During the year ended September 30, 2002, the Company issued 418,375 options to
purchase the Company's common stock at prices ranging from $0.95 to $1.30 to
employees and directors under the year 2000 employee stock option plan.

The warrant and stock option summary and changes during the year are presented
below:
<TABLE>
<CAPTION>


                                                 Weighted
                                                  Average
                                   Number of     Exercise
                                      Shares        Price
                                  ----------       ------
<S>                               <C>              <C>
Warrants and options outstanding
       At September 30, 2000      2,499,000          3.23

Warrants granted                     42,000          2.00
Options granted                     567,000          1.79
Warrants exercised                 (150,000)         1.00
Warrants options expired           (281,000)         4.15
                                  ----------       ------

Warrants and options outstanding
       At September 30, 2001      2,677,000         $2.94

Warrants granted                     85,000         $1.15
Options granted                     418,375          0.98
Warrants exercised                  (37,500)         0.50
Options exercised                    (1,875)         0.56
Warrants options expired           (611,000)         4.61
                                  ----------       ------

Warrants and options outstanding
       At September 30, 2002      2,530,000         $2.24
                                  ----------       ------

Warrants and options exercisable
       At September 30, 2002      2,208,750         $2.42
                                  ----------       ------
</TABLE>

The following table summarizes information about warrants and employee's stock
options outstanding at September 30, 2002.

<TABLE>
<CAPTION>


               Outstanding                    Exercisable
               -----------                    -----------
                 Weighted Average             Weighted Average
                 ----------------             ----------------
Exercise                 Life        Exercise                 Exercise
Price         Options   (Months)     Price     Options        Price
-----------  ---------  ---------  ----------  --------       ------
<S>            <C>        <C>        <C>         <C>            <C>
0.56           148,000         86       $0.56   148,000        $0.56
0.73             5,000         33        0.73     5,000         0.73
0.95           379,500         58        0.95   150,000         0.95
0.97            50,000         86        0.97        --           --
1.00           500,000         11        1.00   500,000         1.00
1.04             4,000         86        1.04        --           --
1.25            25,000         86        1.25        --           --
1.30            10,000         86        1.30     1,250         1.30
1.55           330,000         81        1.55   330,000         1.55
2.00            42,000         31        2.00    42,000         2.00
3.38             2,000         86        3.38       500           --
3.56           304,000         36        3.56   302,500         3.56
3.63           260,000         25        3.63   260,000         3.63
3.87           320,500         86        3.87   319,500         3.87
5.00           150,000         86        5.00   150,000         5.00
-----------  ---------             ----------  --------     --------

0.56-$5.00   2,530,000                  $2.24 2,208,750        $2.42
-----------  ---------              --------- ---------     --------
</TABLE>

                                      F-14
<PAGE>
                                CAMINOSOFT CORP.
                          NOTES TO FINANCIAL STATEMENTS


All stock options issued to employees have an exercise price not less than the
fair market value of the Company's common stock on the date of the grant, and in
accordance with accounting for such options utilizing the intrinsic value method
there is no related compensation expense recorded in the Company's financial
statements.  Had compensation cost for stock-based compensation been determined
based on the fair value of the grant dates consistent with the method of SFAS
123, the Company's net loss and loss per share for the years ended September 30,
2002 and 2001 would have been increased to the pro forma amounts presented:
<TABLE>
<CAPTION>



                                                  2002          2001
                                              ------------  ------------
<S>                                           <C>           <C>
Net loss, as reported                         $(2,516,312)  $(2,692,034)
Net loss, pro forma                           $(2,691,215)  $(2,730,967)

Basic and diluted net loss per common share,
as reported                                   $      (.25)  $      (.33)
pro forma                                     $      (.27)  $      (.33)
</TABLE>



The fair value of option grants is estimated on the date of grant utilizing the
Black-Scholes option-pricing model with the following weighted average
assumptions for grants in 2002 and 2001, expected life of options were between 3
years and 8 years, expected volatility ranged from 9.3% to 91.76%, respectively,
risk-free interest rate of 3.41% to 5.07% in 2002 and 3.4% to 6.24% in 2001, and
a 0% dividend yield.  The weighted average fair value on the date of grants for
options and warrants granted during 2002 was $0.51 per unit.  The fair value of
the options and warrants granted in 2001 were $0.21 per unit.

NOTE 6 - RELATED PARTY TRANSACTION

During fiscal year ended September 30, 2002, the Company issued a three year
warrant to Mr. Steven Spector (director), to purchase 30,000 shares at $1.55 per
share for legal services provided to the Company by Mr. Spector.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

OPERATING LEASES

The Company leases its facilities under noncancelable operating leases expiring
at various dates through 2003.  Rent expense for the current year included a
lease for temporary housing for the Company's former President, which ended
August 31, 2002.  Future minimum rental payments required under noncancelable
operating leases at September 30, 2002 are as follows:

                                      F-15
<PAGE>
                                CAMINOSOFT CORP.
                          NOTES TO FINANCIAL STATEMENTS



Year Ending September 30,                    Amount
-------------------------                    ------

     2003                                    $  54,226

                                             $  54,226
                                             ---------

Total rent expense for the years ended September 30, 2002 and 2001 amounted to
$147,686 and $121,333.

NOTE 8 - INCOME TAXES

The effective tax rate on loss before income taxes differed from the federal
statutory tax rate.  The following summary reconciles income taxes at the
federal statutory tax rate with the actual taxes and the effective tax rate:

                                   September 30,
                                   -------------
                                   2002    2001
                                   -----  ------
Federal statutory tax rate         (34%)   (34%)
State tax, net of federal benefit   (6%)    (6%)
Permanent differences                --   ( 1% )

Change in valuation allowance        40%     41%
                                   -----  ------
Effective tax rate                    -%      -%
                                   -----  ------



At September 30, 2002, the Company has available net operating loss
carry-forwards of approximately $12,200,000 for federal income tax purposes and
$7,050,000 for state income tax purposes which expire in varying amounts through
2022.

Deferred tax assets as of September 30, 2002 were $4,585,789 and primarily arise
from the Company's net operating loss carry forwards.  A valuation allowance of
$4,585,789 was provided because it is more likely than not that the deferred
taxes will not be realized.

NOTE 9 - DISCONTINUED OPERATIONS

The Company filed suit against Siemens in May 2000.  During the year ended
September 30, 2002, the Company received $462,000 in settlement of its claim.
This amount net of the associated legal fees of $161,500 is included in
discontinued operations for the year ended September 30, 2001.

NOTE 10 - SUBSEQUENT EVENT

During December 2002, the Company completed a 6% convertible debenture for up to
$1,000,000.  The Company will make monthly draws based on cash flow to replenish
operating funds.  Interest of 6% per annum will be paid in monthly installments
for three years based on the unpaid principal balance.  The debenture shall
mature on November 27, 2005, at which time the unpaid principal amount and all
accrued and unpaid interest will become due and payable in full.  The debenture
is convertible into shares of the Company's common stock, with the initial

                                      F-16
<PAGE>
                                CAMINOSOFT CORP.
                          NOTES TO FINANCIAL STATEMENTS


conversion price of $1.00 per share, however if the five day average closing
price for the Company's common stock immediately prior to a disbursement is
below the $1.00 initial conversion price, the average closing price for such
period shall become the conversion price.


                                      F-17








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