SECURITIES
AND EXCHANGE COMMISSION
 Washington
D.C.  20549
 ________________
 FORM
10-K
 [x]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15
(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934
 For
the fiscal year ended September 30, 2009
 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
 
 CMSF
CORP.
 (Name of
Registrant as specified in its charter)
 
 California                                                          95-3880130(State
      of
      incorporation)                    
        (I.R.S.
      Employer Identification No.)980 Enchanted Way, Simi Valley, California
    93065(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(B) of the Exchange Act: Common Stock no
par value.
 
 Indicate by check mark whether the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act       Yes
      No X
 
 Indicate by check mark whether the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the latest Exchange Act.[
]
 
 Indicate by check mark whether the
registrant (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.
 YESX                                NO__
 Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such
files).
 YES
__                                NO__
 Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer,” “non-accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act.
 Large accelerated filer
                                                                Accelerated
filer 
 
 Non-accelerated filer
                                                                Smaller
reporting company x
 
 Indicate by check mark whether the
registrant is a shell company (as defined in Rule 126-2 of the Exchange
Act.)         YesX        NO__
 
 The aggregate market value of the
voting stock held by non-affiliates of the registrant as of April 30, 2009 was
approximately $54,000
 
 Number of
shares outstanding of each of the registrant’s classes of common stock as of
November 1, 2009: 174,768,543 shares of common stock, no par value.
    
 
 FORWARD-LOOKING
STATEMENTS
 
 In this annual report we make a number
of statements, referred to as “forward-looking statements,”
which are intended to convey our expectations or predictions regarding the
occurrence of possible future events or the existence of trends and factors that
may impact our future plans and operating results.  These
forward-looking statements are derived, in part, from various assumptions and
analyses we have made in the context of our current business plan and
information currently available to us in light of our experience and perceptions
of historical trends, current conditions and expected future developments and
other factors we believe to be appropriate in the circumstances.  You
can generally identify forward-looking statements through words and phrases such
as “seek”, “anticipate”,
“believe”, “estimate”, “intend”, “plan”, “budget”, “project”, “may be”, “may
likely result”, and similar expressions.  When reading any
forward looking statement you should remain mindful that all forward-looking
statements are inherently uncertain as they are based on current expectations
and assumptions concerning future events or future performance of our company,
and that actual results or developments may vary substantially from those
expected in or implied by that statement for a number of reasons or factors,
including those expressed in the section entitled “Management’s Discussion and
Analysis and Plan of Operation.”
 
 Each forward-looking statement should
be read in context with, and with an understanding of, the various other
disclosures concerning our company and our business made elsewhere in this
annual report as well as other public reports filed with the United States
Securities and Exchange Commission.  You should not place undue
reliance on any forward-looking statement as a prediction of actual results or
developments.  We are not obligated to update or revise any
forward-looking statement contained in this annual report to reflect new events
or circumstances unless and to the extent required by applicable
law.
 
 PART
I
  Item
1.                                BUSINESS
 
 Prior to April 1, 2009, the Company had
been engaged in the development, marketing and sale of data storage management
software.  Pursuant to a Stock Purchase Agreement dated as of January
26, 2009 (the “Purchase Agreement”) among the Company, CC Merger Corp. (the
“Subsidiary”), a wholly owned subsidiary of the Company, and Stephen Crosson and
Neil Murvin (collectively, the “Purchasers”), who are related parties, on March
31, 2009, (a) the Company transferred to the Subsidiary substantially all of its
assets (the “Purchased Assets”), (b) the Purchasers purchased all of the
outstanding shares of the Subsidiary, (c) the Subsidiary assumed all of the
Company’s liabilities except any liability relating to indebtedness of the
Company owed to funds advised by RENN Capital Group, Inc. (the “RENN
Indebtedness”), and (d) the terms of all of the RENN Indebtedness which is not
convertible into shares of the Company’s Common Stock were amended to make such
indebtedness so convertible at $0.01 per share.  The purchase price
for the Purchased Assets was $1.00 in cash and 5% of the proceeds, if any, from
the sale of all or substantially all of the voting stock of the Subsidiary
Company; the sale of all or substantially all of the assets of the Subsidiary
for; a merger, share exchange or similar transaction with an unrelated entity
pursuant to which the acquiring entity on the equity holders thereof hold more
than a majority of the outstanding voting shares of the merged or surviving
company; or an initial public offering of the Subsidiary.  The
purchased assets included the name “CaminoSoft,” the data storage management
software and personal property.
 
 Effective October 9, 2009, all
outstanding RENN Indebtedness (including accrued interest) was converted into an
aggregate of 113,883,770 shares of unregistered common stock.
 
 Effective April 21, 2009, in connection
with the closing, the Company changed its name from CaminoSoft Corp. to CMSF
Corp. and the number of authorized shares of common stock of the Company was
increased to 500,000,000.  As a result of the foregoing, the Company
is now a “shell company” with a plan to seek a reverse merger with an operating
company.
  Going
Concern
 The accompanying consolidated financial
statements have been prepared assuming that the Company will continue as a going
concern.  This basis of accounting contemplates the recovery of the
Company’s assets and the satisfaction of its liabilities.  The
consolidated financial statements reflect the discontinued operating assets and
liabilities and the discontinued operations for the periods covered in this
report.  Through September 30, 2009, the Company has incurred
accumulated losses of $22,326,180.
 
 The Company’s ability to continue as a
going concern is dependent upon its ability to develop additional sources of
capital.  The Company’s consolidated financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.
 
 The Company does not have sufficient
resources to fund its operations for the next twelve months.  The
Company has no operations and is a public shell.  The Company intends
to pursue a reverse merger candidate with operations and growth to provide a new
business as a public entity.  However, the Company has not entered
into any merger agreements and there can be no assurance that such an agreement
can be entered into or on terms that would be favorable to the Company and its
shareholders.
 
 Item
2.                      PROPERTIES
 
 As of the date of this filing the
Company leases no offices with space, its mailing address is being provided by
the former operational management.
 
 Item
3.                     LEGAL
PROCEEDINGS
 
 The
Company may, from time to time, be involved in legal proceedings, claims and
litigation arising in the ordinary course of business.  It is possible
the outcome of such legal proceedings, claims and litigation could have a
material effect on the operating results or cash flows when resolved in a future
period.  These matters are not expected to have a material adverse
effect upon the Company’s financial statements.
 
 Currently
the Company has no ongoing legal proceedings.
  Item
4.                    SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 The Company had no submission of
matters to a vote of security holders during the fourth quarter of the current
fiscal year.
 
 PART
II
 
 Item
      5.
                MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES
 
 The Common Stock is currently traded in
the Pink Sheets 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 commissions and may not represent actual
transactions.
 Common Stock Sales
Prices
 Symbol
      “CMSF”
                
                High
                
                
                LowYear Ended September 30,
    2008October
      1, 2007 – December 31, 2007
                
                
                $0.16
                
                
                
                $0.08January
      1, 2008 – March 31, 2008
                
                
                $0.10
                
                
                
                $0.05April
      1, 2008 – June 30, 2008
                
                
                $0.08
                
                
                
                $0.07July
      1, 2008 – September 30, 2008
                
                
                $0.09
                
                
                
                $0.06Year Ended September 30,
    2009October
      1, 2008 – December 31, 2008
                
                
                $0.08
                
                
                
                $0.01January
      1, 2009 – March 31, 2009
                
                
                $0.01
                
                
                
                $0.01April
      1, 2009 – June 30, 2009
                
                
                $0.01
                
                
                
                $0.01July
      1, 2009 – September 30, 2009
                
                
                $0.02
                
                
                
                $0.01
  During
the year ended September 30, 2009, the Company received approximately $245,000
from the sale of 24,604,881 shares of unregistered common stock to RENN Capital
Group at a price of $0.01 per share (of which 2,792,481 shares were not issued
as of September 30, 2009).  The Company used the funds to complete the sale
of the operations including all professional and other fees related to the sale
and ongoing filings with the Securities and Exchange Commission.
 
 Effective
October 9, 2009, all outstanding indebtedness owed to funds advised by RENN
Capital Group, Inc. was converted into an aggregate of 113,446,099 shares of the
Company's Common Stock.  The indebtedness included $1,750,000 in a
convertible debenture (which converted at the rate of $0.507820582 per share)
and $1,100,000 in principal for promissory notes (which converted at the rate of
$0.01 per share).
 
 All of the
foregoing securities were issued pursuant to an exemption from the registration
requirements of the Securities Act of 1933, as amended, pursuant to
 Section
4(2) thereunder and Regulation D promulgated therefore, No commission were
paid.
 
 As of
September 30, 2009, there were 134 holders of record of the Company's common
stock.  To date, the Company has not declared or paid any cash dividends
with respect to its Common Stock.
 
 Item
6.                      SELECTED
FINANCIAL DATA
 
 Not Applicable
 
 
 Item
7.                      MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 
 The following discussion and analysis
should be read in conjunction with the financial statements and notes thereto
appearing elsewhere in this Annual Report.
  OVERVIEW
 
 Prior to April 1, 2009, the Company had
been engaged in the development, marketing and sale of data storage management
software.  Pursuant to a Stock Purchase Agreement dated as of January
26, 2009 (the “Purchase Agreement”) among the Company, CC Merger Corp. (the
“Subsidiary”), a wholly owned subsidiary of the Company, and Stephen Crosson and
Neil Murvin (collectively, the “Purchasers”), who are related parties, on March
31, 2009, (a) the Company transferred to the Subsidiary substantially all of its
assets (the “Purchased Assets”), (b) the Purchasers purchased all of the
outstanding shares of the Subsidiary, (c) the Subsidiary assumed all of the
Company’s liabilities except any liability relating to indebtedness of the
Company owed to funds advised by RENN Capital Group, Inc. (the “RENN
Indebtedness”), and (d) the terms of all of the RENN Indebtedness which is not
convertible into shares of the Company’s Common Stock were amended to make such
indebtedness so convertible at $0.01 per share.  The purchase price
for the Purchased Assets was $1.00 in cash and 5% of the proceeds, if any, from
the sale of all or substantially all of the voting stock of the Subsidiary
Company; the sale of all or substantially all of the assets of the Subsidiary
for; a merger, share exchange or similar transaction with an unrelated entity
pursuant to which the acquiring entity on the equity holders thereof hold more
than a majority of the outstanding voting shares of the merged or surviving
company; or an initial public offering of the Subsidiary.  The
purchased assets included the name “CaminoSoft,” the data storage management
software and personal property.
 
 Effective October 9, 2009, all
outstanding RENN Indebtedness (including accrued interest) was converted into an
aggregate of 113,883,770 shares of unregistered common stock.
  Effective
April 21, 2009, in connection with the closing, the Company changed its name
from CaminoSoft Corp. to CMSF Corp. and the number of authorized shares of
common stock of the Company was increased to 500,000,000.  As a result
of the foregoing, the Company is now a “shell company” with a plan to seek a
reverse merger with an operating company.
 
 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.
 
 Revenue.
 ·
                Revenue
      is recognized when persuasive evidence of an arrangement exists, delivery
      has occurred or services have been provided, the fee is fixed or
      determinable, and collectability is probable.  We enter into
      certain arrangements where we are obligated to deliver multiple products
      and/or services (multiple elements).  In these transactions, we
      allocate the total revenue among the elements based on the sales price of
      each element when sold separately (vendor-specific objective
      evidence).
 Revenue
for products licensed to original equipment manufacturers (OEM’s), and perpetual
licenses for current products in our server based data management suite of
products is recognized as products are shipped.  If annual service is
a part of the sale agreement that portion of the revenue is recorded as unearned
due to undelivered elements including, annual telephone support and the right to
receive unspecified upgrades/updates of our data management products on a
when-and-if-available basis.  Unspecified upgrades, or patches, are
included in our product support fee.  The upgrades are delivered only
on a when-and-if-available basis and as defined in SOP 97-2, are considered Post
contract Customer Support (“PCS”).  Vendor-specific objective evidence
does exist for these services in the aggregate; however, no vendor-specific
objective evidence exists for the unspecified upgrades on a stand -alone
basis.  When-and-if-available deliverables should be considered in
determining whether an arrangement includes multiple elements; however, SOP 97-2
states that if sufficient vendor-specific objective evidence does not exist for
the allocation of revenue to the various elements of the arrangement, and if the
only undelivered element in an arrangement is PCS, the entire fee for the
support should be recognized ratably.  Because the timing, frequency,
and significance of unspecified upgrades/updates can vary considerably, the
point at which unspecified upgrades/updates are expected to be delivered should
not be used to support income recognition on other than a straight-line
basis.  As such, the Company recognizes the product support fee
consisting of PCS and unspecified upgrades/updates ratably over the service
contract period.
  
 RESULTS
OF OPERATIONS
 
 FISCAL
YEARS ENDED SEPTEMER 30, 2009 AND SEPTEMBER 30, 2008
 DISCONTINUED
OPERATIONS
 
 During the current fiscal year, the
Company had net interest expense of $177,500 as compared to $200,000 in net
interest expense during the prior fiscal year.  The decrease of
$22,500, or 11%, in interest expense is a result of reduction in monthly non
cash interest charges based on current loan payable balances and warrant
expenses relating to an extension of the convertible debenture and loan payable
maturity dates.  As of September 30, 2009, the Company had a principal
balance of $1,750,000 on a convertible debenture from RENN Capital Group, with
6% interest paid monthly.  The Company also had a principal balance of
$750,000, in connection with a two year 7% loan from RENN Capital
Group.  The Company also had a principal balance of $300,000 for a
short term loan from RENN Capital Group with interest of 8% on $200,000 of the
principal balance being paid in monthly installments.  In February
2008, the Company received an additional $50,000 in funding from the RENN
Capital Group with interest of 8% to be paid in unregistered stock or cash at
the Company’s discretion.  The note matured at the same time as other
current debt with the RENN Capital Group as of September 30, 2009.  No
cash interest was paid during the current fiscal year and all future interest
payments relating to the debt principal on the balance sheet will be paid in
cash or unregistered common stock at the Company’s discretion.  The
Company negotiated this change in interest payment during the prior fiscal
year.
 
 On January 26, 2009, the Company
modified all non convertible debt held by RENN Capital Group managed funds,
which included, RENN Capital Growth and Income Fund III, Inc., Renaissance US
Growth Investment Trust, Plc, and Global Special Opportunities Trust Plc.
Collectively, the (“Lenders”).  The Company had issued to the Lenders
promissory notes with an aggregate value of $900,000.  The Company and
Lenders amended the notes so that such instruments shall be convertible, at any
time and from time to time, at the option of the applicable Lender, convertible
(in whole or in part) into shares of the Company’s common stock, at a conversion
price of $0.01 per share.  The Company also amended its articles of
incorporation to increase the number of shares of its authorized common stock in
order to have sufficient shares of common stock to satisfy the full conversion
of all the Company’s outstanding securities which are convertible into, or
exercisable for, shares of the Company’s common stock, including the
notes.
 
 Effective
October 9, 2009, all outstanding indebtedness owed to funds advised by RENN
Capital Group, Inc., was converted into an aggregate of 113,446,099 shares of
the Company’s Common Stock.  The indebtedness  included
$1,750,000 in a convertible debenture (which converted at the rate of
$0.507820582 per share) and $1,100,000 in principal for promissory notes (which
converted at the rate of $0.01 per share.
  LIQUIDITY
AND CAPITAL RESOURCES
 
 During the year ended September 30,
2009, the Company received approximately $245,000 from the sale of 24,604,881
shares of unregistered common stock to RENN Capital Group at a price of $0.01
per share (of which 2,792,481 shares were not issued as of September 30,
2009).  The Company used the funds to complete the sale of the
operations including all professional and other fees related to the sale and
ongoing filings with the Securities and Exchange Commission.
  Effective
October 9, 2009, all outstanding indebtedness owed to funds advised by RENN
Capital Group, Inc., was converted into an aggregate of 113,446,099 shares of
the Company’s Common Stock.  The indebtedness included $1,750,000 in a
convertible debenture (which converted at the rate of $0.507820582 per share)
and $1,100,000 in principal for promissory notes (which converted at the rate of
$0.01 per share.
 
 The Company currently has no cash or
other assets to support its operations which consist solely of complying with
its reporting obligations as a public company.  Although there is no
binding agreement in effect, the Company anticipates obtaining such funds
through the sale of its Common Stock to funds advised by RENN Capital Group,
Inc., or any transfer of RENN’s interest in the Company.
 
 Going
Concern
 
 The accompanying consolidated financial
statements have been prepared assuming that the Company will continue as a going
concern.  This basis of accounting contemplates the recovery of the
Company’s assets and the satisfaction of its liabilities.  The
consolidated financial statements reflect the discontinued operating assets and
liabilities and the discontinued operations for the periods covered in this
report.  Through September 30, 2009, the Company has incurred
accumulated losses of $22,326,180.
 
 The Company’s ability to continue as a
going concern is dependent upon its ability to develop additional sources of
capital.  The Company’s consolidated financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.
 
 The Company does not have sufficient
resources to fund its operations for the next twelve months.  The
Company has no operations and is a public shell.  The Company intends
to pursue a reverse merger candidate with operations and growth to provide a new
business as a public entity.  However, the Company has not entered
into any merger agreements and there can be no assurance that such an agreement
can be entered into or on terms that would be favorable to the Company and its
shareholders.
 
 CONTRACTUAL
OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS
 
 The following summarizes our
contractual obligations at September 30, 2009 and the effects such obligations
are expected to have on liquidity and cash flow in future periods:
 
 Payments due by
Period
 Less
      than
                
                
                
                1-3
                
                
                4-5
                
                
                AfterTotal
                
                
                1-year
                
                
                Years
                
                
                Years
                
                
                5 YearsNotes
      payable
                
                
                $
                2,850,000
                
                
                $
                2,850,000
                
                
                $
                ----
                
                
                $
                ----
                
                
                $
                --------
                
                
                
                ----
                
                
                
                ----$
                2,850,000
                
                
                $
                2,850,000
                
                
                $
                ----
                
                
                $
                ----
                
                
                $
                ----
  The Company has no off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on the Company’s financial condition, changes in financial condition,
revenues and expenses,  results of operations, liquidity, capital
expenditures or capital resources.
 
 
 NEW
ACCOUNTING PRONOUNCEMENTS
 
 In June 2009, the FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles (“the FASB Codification”) was implemented.  The FASB
Codification does not change current U.S. GAAP, but is intended to simplify user
access to all authoritative U.S. GAAP by providing all the authoritative
literature related to a particular topic in one place for nongovernmental
entities.  The FASB Codification is effective for interim and annual
periods ending after September 15, 2009, and as of the effective date, all
existing accounting standard documents will be superseded.  The FASB
Codification is effective for the Company in the third quarter of 2009, and
accordingly, the Company Quarterly Report on Form 10-Q for the quarter ending
September 30, 2009 and all subsequent public filings will reference the FASB
Codification as the sole source of authoritative literature.  The
adoption of the FASB Codification did not impact the Company’s financial
position, results of operations, and cash flows.
 
 The Company adopted the FASB ‘s new
rule regarding subsequent events in the third quarter of 2009.  The
FASB’s new rule establishes the accounting for and disclosure of events that
occur after the balance sheet date but before financial statements are issued or
are available to be issued.  The new subsequent event guidance
requires the disclosure of the date through which an entity has evaluated
subsequent events and the basis for that date, that is, whether that date
represents the date the financial statements were issued or were available to be
issued.  See Note 7 for the related disclosures.  The
adoption of the new subsequent event rule did not have a material impact on the
Company’s financial statements.
 
 Other recent accounting pronouncements
issued by the FASB (including its Emerging Issues Task Force), the AICPA, and
the SEC did not or are not believed by management to have a material impact on
the Company's present or future consolidated financial statements.
 
 Item
7.A                             QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
 Not applicable.
 
 
 Item
8.                                FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
 
 The following is a list of financial
statements filed herewith:
 
 Consolidated Balance Sheets as of
September 30, 2009 and September 30, 2008
 
 Consolidated Statements of Operations
for the years ended September 30, 2009 and 2008
 
 Consolidated
Statements of Shareholders’ Deficiency for the years ended September 30, 2009
and 2008
 
 Consolidated Statements of Cash Flows
for the years ended September 30, 2009 and 2008
 
 Notes to Consolidated Financial
Statements
   Item
9.                   
           CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS
 ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
 During the Company’s fiscal years ended
September 30, 2008 and 2009, there were no disagreements with Weinberg on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope of procedure, which disagreements if not resolved to the
satisfaction of Weinberg would have caused it to make reference thereto in its
reports on the Company’s financial statements.  In addition, for the
same periods, there have been no reportable events (as defined in Regulation S-B
Item 304(a)(1)(iv)(B)).
  
 Item 9
A(T)                           CONTROLS
AND PROCEDURES
 
 (a)           Management’s
Report on Disclosure Controls and Procedures
 
 Our
management, including the Chief Executive Officer (“CEO”) and the Chief
Financial Officer (“CFO”), conducted an evaluation of the effectiveness of
disclosure controls and procedures (as such term is defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”))as of the end of the period covered by this
report.  Disclosure controls and procedures are controls and other
procedures that are designed to ensure that the information we are required to
disclose in our periodic reports filed or submitted under the Exchange Act is
(i) recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms, and (ii) accumulated and communicated to
management, including the CEO and CFO, as appropriate, to allow timely decisions
regarding required disclosure.
 
 Based on
the results of this evaluation, our CEO and CFO, concluded that our disclosure
controls and procedures were effective at the reasonable assurance level as of
September 30,
2009.
 Management’s
Report on Internal Control over Financial Reporting
 
 Our
management, under the supervision of our CEO and CFO, is responsible for
establishing and maintaining adequate control over financial
reporting.  Internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with GAAP.  Because of its inherent limitations, internal
control over financial reporting may not prevent or detect
misstatements.  Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with existing
policies or procedures may deteriorate.
 
 Our CEO
and CFO conducted an assessment of our internal control over financial reporting
as of September 30, 2009 based on the framework in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”).  A material weakness is a deficiency or a
combination of deficiencies in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement of the
Company’s annual or interim financial statements will not be prevented or
detected.
 
 Based on
the results of this evaluation, our CEO and CFO concluded that our disclosure
controls and procedures were effective at the reasonable assurance level as of
September 30, 2009.
 
 (b)           Changes
in Internal Controls
 
 There
were no changes in the Company’s internal control over financial reporting or in
other factors that occurred during the Company’s last fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting.
  PART
III
 
 Item
10.                                DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
 As of September 30, 2009, the directors
and executive officers of the Company are as follows:
 
 Name
                Age
                PositionRobert
      Pearson
                73
                DirectorStephen
      Crosson
                50
                Chief
      Executive Officer,Chief
      Financial Officer,Secretary
      & DirectorRussell
      Cleveland
                70
                DirectorLee
      Pryor
                72
                Director
  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, a manufacturer of snack food products;
Advanced Power Technology, Inc., a power semiconductor manufacturer; eOriginal,
Inc., a privately owned developer of technology and software for creation of
electronic contracts; Laserscope, Inc., a marketer and manufacturer of lasers
for medical use; Simtek Corporation, a fables semiconductor company that designs
and markets non-volatile static random access memories and Shea Development
Corp., a business process management software and services firm.
 
 Stephen
Crosson.  Mr. 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.  In January 2003, Mr. Crosson became the Chief Executive
Officer, and in August 2003, Mr. Crosson was elected a director.  In
April 2004, Mr. Crosson became the Chief Financial Officer.  Currently
Mr. Crosson is the Chief Executive Officer, Chief Financial Officer, Chief
Operating Officer and Corporate Secretary.
 
 Russell
Cleveland.  Mr. Cleveland became a director in February
2004.  Mr. Cleveland is the President, Chief Executive Officer, sole
director, and the majority shareholder of the RENN Capital Group,
Inc.  Mr. Cleveland has been with RENN Group in these capacities for
over ten years since the first fund was formed in 1994.  He is a
Chartered Financial Analyst with more than 35 years experience as a specialist
in investments for smaller capitalization companies.  A graduate of
the Wharton School of Business, Mr. Cleveland serves on the Boards of Directors
of Renaissance US Growth Investment Trust PLC, BFS US Special Opportunities
Trust PLC, Renaissance Capital Growth & Income Fund III, Inc., Integrated
Security Systems, Inc., Tutogen Medical, Inc., Digital Recorders, Inc., and
Cover-All Technologies, Inc.
 
 Lee
Pryor.  Mr. Pryor became a director in March 2006.  Mr.
Pryor is founder and chief executive officer of Interventures, LLC, an advisory
and coaching services firm assisting start-up and late-stage entrepreneurial
companies.  During the past five years Mr. Pryor has provided advisory
services to businesses for strategy evaluation, marketing programs and
management best practices.  Mr. Pryor also gives speeches on
management and entrepreneurship and provides seminars and workshops on the
topics of management, marketing and strategy to his clients.  Mr.
Pryor attended Johns Hopkins University, the U.S. Naval Academy, and
Northwestern University.  He is a frequent speaker at venture capital
conferences, association meetings, and business schools on such topics as
strategy, leadership, and managing for success.
  FAMILY
RELATIONSHIPS
 
 There are
no family relationships between or among the directors, executive officers or
persons nominated or charged by us to become directors or executive
officers.
  MEETINGS;
ATTENDANCE; COMMITTEES
 
 The Board
has an Audit Committee.  The duties of the Audit Committee include (i)
recommending to the Board the engagement of the independent auditors, (ii)
reviewing the scope and results of the yearly audit by the independent auditors,
(iii) reviewing our system of internal controls of procedures, and (iv),
investigating, when necessary, matters relating to the audit functions. It
reports to the Board concerning its activities.  The current member of
this Committee is Mr. Pryor.  The Board of Directors has determined
that the Audit Committee does not currently have a Financial Expert under
applicable rules.  Mr. Pryor serves as the audit committee
chairman.  The audit committee held two meetings during the current
fiscal year.
 
 The Board
also has a Compensation Committee.  The Compensation Committee makes
recommendations to the Board concerning compensation and other matters relating
to employees.  The Committee also grants options under, and
administers, our Stock Option Plan.  The current member of the
Committee is Mr. Pryor.  Mr. Pryor serves as chairman of the
compensation committee.  The Compensation Committee held one meeting
during the current fiscal year.
 
 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 and Mr. Cleveland have waived the meeting
fees.  The board held one meeting during the current fiscal
year.
  EMPLOYMENT
AGREEMENTS
 
 The Company currently has no employment
agreements.
 
 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.  The Company believes
all such filings have been made as
required.
 CODE OF
ETHICS
 
 The Company has adopted a code of
ethics that applies to the Company’s principal executive officer, principal
financial officer and principal accounting officer.  We have
previously filed a copy of our Code of Ethics as an Exhibit to our Annual Report
on Form 10-KSB for our fiscal year 2004, and the same is incorporated herein by
this reference.
  Item
11.                                EXECUTIVE
COMPENSATION
 
 The following tables and discussion set
forth information with respect to all compensation awarded to, earned by or paid
to our Principal Executive Officer.  There were no executive officers
whose annual salary and bonus exceeded $100,000 during our last two completed
fiscal years (collectively referred to in this discussion as the ‘named
executive officers”).  The officer designation indicates positions
held as of September 30, 2009, the end of our last fiscal year.
 
 Summary
Compensation Table
 ANNUAL COMPENSATION
 FISCAL YEAR
                
                
                
                
                
                
                
                ALLNAME
      AND
                ENDED
                
                
                
                
                
                
                
                OTHERPRINCIPAL POSITION
                SEPTEMBER
    30,
                
                SALARY
                
                
                BONUS
                
                
                COMPENSATION
                
                
                Total ($)Stephen
      Crosson,
                2009
                
                $
                43,438
                
                
                
                ----
                
                
                
                ----
                
                
                $
                43,438Chief
      Executive Officer,
                2008
                
                $
                150,000
                
                
                
                ----
                
                
                
                ----
                
                
                $
                150,000Chief
      Financial Officer,Corporate
      Secretary &Director
  Discussion
of Compensation
 
 Our compensation program consisted of
the following three components:
 ·
                base
      salary;
 ·
                bonuses;
      and
 ·
                awards
      of restricted stock or stock options from our Year 2000 Employee Stock
      Option Plan.  On July 1, 2008, the board passed a resolution
      terminating the plan, including all vested and unvested options
      outstanding, therefore there were no options awarded or
    vested
 
 In our fiscal year ended September 30,
2009, there was no restricted stock, stock options or bonuses issued to the
named executive officers.  Mr. Crosson is contacted as a non-employee
officer of the Company at a rate of $2,500 per month through October
2009.  Future status of the contract is yet to
be  determined.
 
 Director
Compensation
 
 During the current fiscal year there
were no fees or options issued to directors as compensation for services
rendered.  The Company intends to reinstate the compensation plan for
directors in the future including fees for meetings attended and annual stock
options.
 
 The Year 2000 employee stock option
plan was terminated as of July 1, 2008.  There are currently no
outstanding equity awards exercisable or unexercisable at the fiscal year ended
September 30, 2009.
  Item
12.                   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 October 09, 2009 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:
 COMMON STOCK (1)
 NUMBER
      OF
                PERCENTAGE
      OFNAME AND ADDRESS (2)
                SHARES
                OUTSTANDING (3)Robert
      Pearson . . . . . . . . . . . . . . . . . . . . . (4)
                ----
                ----Russell
      Cleveland . . . . . . . . . . . . . . . . . . . (4)
                ----
                ----Lee
      Pryor . . . . . . . . . . . . . . . . . . . . . . . . .
                ----
                ----Stephen
      Crosson . . . . . . . . . . . . . . . . . . .
                222,770
      (5)
                ----Renaissance
      Capital Growth &
                38,469,043 (6)
                21.94Income
      Fund III, Inc. . . . . . . . . . . . . . . .8080
      N. Central ExpresswaySuite
      210Dallas,
      Texas  75206Renaissance
      US Growth &Income
      Trust PLC . . . . . . . . . . . . . . . . .
                66,714,044
      (7)
                38.158080
      N. Central ExpresswaySuite
      210Dallas,
      Texas 75206Global
      Entrepreneurs Fund Inc.
                64,510,517
      (8)
                36.918080
      N. Central ExpresswaySuite
      210Dallas,
      Texas 75206All
      executive officers anddirectors
      as a group(4
      persons) . . . . . . . . . . . . . . . . . . . . .
                222,770
                ----
  (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 980
      Enchanted Way, #201 A/B, Simi Valley, California
  93065.
 (3)
                Based
      on 174,768,543 shares of Common Stock outstanding as of October 9,
      2009.
 (4)
                Does
      not include any shares owned by the Renaissance Funds described in the
      table.  Mr. Pearson is an executive officer of Renaissance
      Capital Group, Inc. (“RCG”) which is the investment advisor to the
      Renaissance Funds and BFS US and the investment manager of Renaissance
      U.S.
 (5)
                Includes
      222,770 shares of our common stock
 (6)
                RCG
      is the investment advisor of the Renaissance Funds.  The Common
      Shares deemed to be beneficially owned by the Renaissance Capital Growth
      and Income Fund III, are comprised of 11,517,035 shares of our Common
      Stock and 25,000,000 shares to be issued for conversion of $250,000 of 7%
      note payable at a price of $0.01 per share, 1,843,675 shares to be issued
      for investment of cash at a price of $0.01 per share, warrants to purchase
      58,333 shares at $1.14 per share and warrants to purchase 50,000 shares at
      $0.86 per share.  All of such securities are owned by the
      Renaissance Funds as described
herein.
 (7)
                RCG
      is the Investment Manager of Renaissance US.  The Common Shares
      deemed to be beneficially owned by the Renaissance US Fund are comprised
      of 15,050,672 shares of our Common Stock and 25,000,000 shares to be
      issued for conversion of $250,000 of 7% note payable at a price of $0.01
      per share and 25,000,000 shares to be issued for conversion of $250,000 of
      8% note payable at a price of $0.01 per share, 1,555,038 shares to be
      issued for cash investment at a price of $0.01 per share, warrants to
      purchase 58,334 shares at $1.14 per share and warrants to purchase 50,000
      shares at $0.86 per share.  All of such securities are owned by
      the Renaissance Funds as described herein.
                  6
 (8)
                RCG
      is the Investment Advisor for GSOT.  The Common Shares deemed to
      be beneficially owned by GSOT are comprised of 24,256,549 shares of Common
      Stock and 3,446,099 shares of Common Stock to be issued for conversion of
      an aggregate of $1,750,000 of 6% Convertible Debenture at a weighted
      average conversion price of $0.51 per share, 25,000,000 shares of Common
      Stock to be issued for conversion of $250,000 of 7% note payable at a
      price of  $0.01 per share, 10,000,000 shares of Common Stock to
      be issued for conversion of $100,000 of 8% note payable at a price of
      $0.01 per share and 1,699,536 shares to be issued for cash investment at a
      price of $0.01 per share.   Also includes warrants to
      purchase 58,333 shares at $1.14 per share and warrants to purchase 50,000
      shares at $0.86 per share.  All of such securities are owned by
      the Renaissance Funds as described
herein.
  Equity
Compensation Plan Information
 
 The following table sets forth certain
information regarding warrants outstanding, the Year 2000 employee stock option
plan was terminated as of July 1, 2008.  All information set forth
below is as of September 30, 2009, pursuant to applicable
regulations.
 
 Number
      of securities remainingNumber
      of Securities to
                
                
                Weighted-average
                
                
                available
      for future issuance underBe
      issued upon exercise
                
                
                exercise
      price of
                
                
                equity
      compensation plans (excludingOf
      outstanding options
                
                
                outstanding
      options
                
                
                securities
      warrants and rights warrantsWarrants
      and rights
                
                
                warrants
      and rights
                
                
                and
      rights reflected in (a)) (a) (b)(a)
                
                
                (b)
                
                
                (c)Equity
      compensationPlans
      approved by
                
                
                325,000
                
                
                
                $1.01
                
                
                
                --Security
      holdersEquity
      compensationPlans
      not approved by
                
                
                --
                
                
                
                --
                
                
                
                --HoldersTOTAL
                
                
                325,000
                
                
                
                $1.01
                
                
                
                --
   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.  The
Plan and all options granted under the plan were terminated during the prior
fiscal year.
 
 Non-Shareholder-Approved
Plans:
 
 There are no Non-Shareholder Approved
Plans as of September 30, 2009.
 
 Item
13.                                CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 
 On November 27, 2002, the Company
entered into a $1,000,000 6% Convertible Debenture Agreement with GSOT (the
“GSOT Debenture”).  The full amount was drawn during the fiscal year
ended September 30, 2003.  Interest of 6% per annum will be paid in
monthly installments for three years based on the unpaid principal
balance.  The GSOT Debenture originally matured on November 27, 2005,
at which time the unpaid Principal Amount, and all accrued and unpaid interest
and other charges, fees, and payments was due and payable.  The
conversion price is set at $1.00 unless, however, the five (5)-day average
closing price for the Company’s common stock immediately prior to a disbursement
is below $1.00, in which case, such five (5)-day average shall become the
Conversion Price.  As of September 30, 2004, we had a note payable
principal balance of $1,000,000 in connection with this convertible debenture
and no further funds available to borrow on this debenture.  The
debenture has certain non-operating covenants associated with the
loan.  During the fiscal year and as of September 30, 2009, the
Company was in compliance with these covenants.
 
 During July 2003, the GSOT entered into
a $750,000 6% Convertible Debenture with the Company.  The full amount
was drawn during the fiscal year ended September 30, 2003.  Interest
at a rate of 6% per annum is payable in monthly installments for 26 months based
on the unpaid principal balance.  The debenture originally matured on
November 27, 2005, at which time the unpaid Principal Amount, and all accrued
and unpaid interest and other charges, fees, and payments then due under the
debenture was due and payable in full.  The debenture is convertible,
at the option of the holder into shares of the Company’s common stock, with an
initial conversion price of $0.50 per share.  However, if the five
(5)-day average closing price for the Common Stock immediately prior to each
disbursement is below the $0.50 initial conversion price, the average closing
price for such period shall become the conversion price.  As of
September 30, 2004, we had a note payable principal balance of $750,000 in
connection with this convertible debenture and no further funds available to
borrow on this debenture.   The debenture has certain
non-operating covenants associated with the loan.  During the fiscal
year and as of September 30, 2009, the Company was in compliance with these
covenants.
 
 During
October 2005, the Company negotiated an extension of the two parts of the
Convertible Debenture with a total principal balance of
$1,750,000.  Pursuant to a Renewal and Modification agreement dated as
of October 28, 2005, the lender agreed to extend the maturity date of certain 6%
Convertible Debentures in the aggregate principal amount of $1,750,000 to May
27, 2007.  In consideration of such extension, the Company agreed to
grant lender a five-year warrant to purchase 175,000 shares of Company Common
Stock at an exercise price of $1.14 per share (subject to
adjustment).  The estimated value of the warrant ($166,093) was
recorded on the Company financial statements as debt discount, and was amortized
over the term of the extension.  On May 7, 2007, the lender agreed to
extend the maturity date of the $1,750,000 Convertible Debenture until November
27, 2007.
 
 On December 18, 2003, the Company
issued to the Renaissance Funds, GSOT and Renaissance US in a private placement
an aggregate of 3,243,243 shares of common stock and 5-year warrants to purchase
an aggregate of 3,243,243 shares with 50% of the warrants at an exercise price
of $0.74 per share and 50% at an exercise price of $1.11 per share for
$1,200,000.  The investors are affiliated with Renaissance Capital
Group, Inc.  See “Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.”
 
 During July 2004, the Company received
$750,000 from a two year secured loan from Renaissance Capital Group, Inc.
managed funds.  Interest is payable at 7% per annum in monthly
installments based on the outstanding principal balance.  As part of
the funding, the Company issued five year warrants to purchase an aggregate of
1,415,094 shares of Common Stock at an exercise price of $0.53 per
share.  The warrants expired during the current fiscal
year.
  On February
21, 2006, the Company issued to Renaissance Capital, GSOT and Renaissance US an
aggregate of 150,000 warrants to purchase shares of common stock at $0.86 per
share in consideration of the agreement to extend notes payable to Renaissance
Capital, BFS US and Renaissance US in the aggregate principal amount of $750,000
for an 18 month extension of the maturity date.  The new maturity date
for the notes will be January 19, 2008.  The Company will continue to
pay 7% interest on a monthly basis based on the current outstanding principal
balance of $750,000.
  On February 21, 2006, the Company
issued to GSOT and Renaissance US an aggregate of 697,674 shares of common stock
at a price of $0.86 per share in a private placement for $600,000.
  On February
7, 2007, the Company received an aggregate of $200,000 from two three month
secured convertible notes from two of RENN Capital Groups managed
funds.  Interest of 8% will be paid in monthly installments during the
term of the notes.  The notes mature on May 7, 2007, at which time all
principal and accrued and unpaid interest will be due and payable in
full.  The notes are convertible at the option of the holder, into
shares of Company common stock, with an initial conversion price of $0.30 per
share.  Each holder of a note may convert in whole or in part the
outstanding principal plus accrued but unpaid interest into Company common stock
at a conversion price of $0.30 per share.  In the event that the
Company issues additional common stock, or securities convertible into common
stock, at a price lower than the conversion price while these notes are
outstanding, the conversion price of these notes will automatically adjust
downward to such price at which the new common stock has been
issued.  The conversion price of the note, however, shall never be
adjusted to less than $0.01 per share.  Pursuant to renewal and
modification agreements dated May 7, 2007, the RENN Capital Group has agreed to
extend the maturity dates of the two $100,000 notes payable until November 7,
2007.  CaminoSoft will continue to pay 8% interest monthly based on
the current outstanding principal balance of $200,000.
     
 
 During the quarter ended December 31,
2007, the Company negotiated to extend the maturity dates of debt due before
January 31, 2008.  Pursuant to renewal and modification agreements the
Company extended the total debt with an aggregate principal balance of
$2,700,000 to February 27, 2008.  In addition to extending the due
date the Company also converted from cash payments of interest to interest
payments in unregistered common stock beginning with all interest due and
payable during the current quarter.  In October 2007, the Company
received an additional $100,000 from RENN Capital Group funds via wire transfer
to help pay for legal and accounting fees relating to the merger and acquisition
previously in process with Shea Development previously
disclosed.  Although the funds have no terms or interest due, the
Company recorded it as a loan payable and plans to repay or write off the
balance due at the time the other debt is paid or otherwise
satisfied.
 
 During the quarter ended March 31,
2008, the Company negotiated to extend the maturity dates of the entire
$2,800,000 of debt that was due January 31, 2008.  Pursuant to renewal
and modification agreements signed during the quarter, the Company extended the
total debt with an aggregate principal balance of $2,800,000 to May 30,
2008.  In February 2008, the Company received an additional $50,000
from RENN Capital Group funds to pay for legal and accounting fees and support
operations. The note was recorded as a loan payable on the Company’s financial
reports.  Interest of 8% will be paid in monthly installments
beginning March 1, 2008, until the principal balance is paid in
full.  Interest may be paid in cash or in unregistered common stock at
the Company’s discretion.
 
 Pursuant to renewal and modification
agreements dated October 24, 2008, the Company extended the maturity date of
$2,850,000 in loans payable until April 30, 2009.  All other terms and
conditions remain the same.
 
 Effective
April 24, 2009, the Company entered into a Renewal and Modification Agreement
(the “Renewal Agreement”) with US Special Opportunities Trust PLC (formerly BFS
US Special Opportunities Trust PLC), Renaissance Capital Growth & Income
Fund III, Inc., Renaissance US Growth Investment Trust PLC and RENN Capital
Group, Inc. pursuant to which the maturity date of the Loan Documents as
enumerated in the Renewal Agreement was changed so that payment of the unpaid
principal, and all accrued and unpaid interest and any other charges, fees and
payments due under the Loan Documents, are due and payable in full on September
30, 2009.
 
 As of the
date of this filing the Company and Lenders negotiated an extension of the
maturity date of the debt to October 9, 2009, at which time the entire
$2,850,000 of debt was converted into 113,446,099 shares of common stock based
on the debt conversion terms in the original convertible debenture and the
subsequent conversion agreement for the remaining outstanding debt.
 
 On January 26, 2009, the Company
modified all non convertible debt held by RENN Capital Group managed funds,
which included RENN Capital Growth and Income Fund III, Inc., Renaissance US
Growth Investment Trust, Plc., and Global Special Opportunities Trust
Plc.  Collectively the “Lenders”.  The Company had issued to
the Lenders promissory notes with an aggregate value of $900,000.  The
Company and Lenders amended the notes so that such instruments shall be
convertible, at any time and from time to time, at the option of the applicable
Lender, convertible (in whole or in part) into shares of the Company’s common
stock, at a conversion price of $0.01 per share.  The Company also
amended its articles of incorporation to increase the number of shares of its
authorized common stock in order to have sufficient shares of common stock to
satisfy the full conversion of all the Company’s outstanding securities which
are convertible into, exercisable for, shares of the Company’s common stock,
including the notes.
 
 During the year ended September 30,
2009, the Company received approximately $245,000 from the sale of 24,604,881
shares of unregistered common stock to RENN Capital Group at a price of $0.01
per share (of which 2,792,481 shares were not issued as of September 30,
2009).  The Company used the funds to complete the sale of the
operations including all professional and other fees related to the sale and
ongoing filings with the Securities and Exchange Commission.
 
 Effective October 9, 2009, all
outstanding RENN Indebtedness (including accrued interest) was converted into an
aggregate of 113,883,770 shares of unregistered common stock.
 Director
Independence
 
 As of the date of this Annual Report,
only Mr. Pryor is considered “independent” as defined under the Nasdaq Stock
Market’s listing standards. In determining independence, the Board of Directors
reviews whether directors have any material relationship with us. The Board of
Directors considers all relevant facts and circumstances. In assessing the
materiality of a director’s relationship to us, the Board of Directors is guided
by the standards set forth below and considers the issues from the director’s
standpoint and from the perspective of the persons or organizations with which
the director has an affiliation. The Board of Directors reviews commercial,
industrial, banking, consulting, legal, accounting, charitable and familial
relationships, if applicable. An independent director must not have any material
relationship with us, either directly or indirectly as a partner, stockholder or
officer of an organization that has a relationship with us, or any other
relationship that would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director.
 
 A director will not be considered
independent in the following circumstances:
 
 (1)           The
director is, or has been in the past three years, an employee of the Company, or
a family member of the director is, or has been in the past three years, an
executive officer of the Company.
 
 (2)           The
director has received, or has a family member who has received, compensation
from us in excess of $100,000 in any 12 month period in the past three years,
other than compensation for board service, compensation received by the
director’s family member for service as a non-executive employee, and benefits
under a tax-qualified plan or other non-discretionary compensation.
 
 (3)           The
director is, or has a family member who is, a current partner of our outside
auditor, or was a partner or employee of our outside auditor, who worked on our
audit at any time during any of the past three years.
 
 (4)           The
director is a family member of an individual who is, or at any time during the
past three years was, employed by the company as an executive
officer.
 
 (5)           The
director is, or has a family member who is, employed as an executive officer of
another entity where, at any time during the past three years, any of our
executive officers served on the compensation committee of that other
entity.
 
 (6)           The
director is, or a family member is, a partner in, or a controlling stockholder
or an executive officer of, any organization to which we made or from which we
received, payments for property or services in the current or any of the past
three fiscal years that exceed the greater of 5% of the recipient’s consolidated
gross revenues for that year, or $200,000.
 
 Item
14.                                PRINCIPAL
ACCOUNTING FEES AND SERVICES
 
 AUDIT
FEES
 
 During the Company’s 2009 fiscal year,
Weinberg & Company, P.A., was the principal accountant and billed $32,077
for professional services for the audit of the Company’s annual financial
statements and review of the Company’s financial statements included in the
Company’s Form 10-QSB’s.
  The Audit
Committee approves in advance audit and non-audit services to be provided by
Weinberg & Co. P.A.  In other cases, in accordance with Rule
2-01(c)(7) of Securities and Exchange Commission Regulation S-X, the Audit
Committee has delegated pre-approval authority to the Chairman of the Audit
Committee for matters which arise or otherwise require approval between
regularly scheduled meetings of the Audit Committee, provided that the Chairman
report such approvals to the Audit Committee at the next regularly scheduled
meeting of the Audit Committee.
 
 Item
15.                                EXHIBITS,
FINANCIAL STATEMENT SCHEDULES.
 
 (a)(1)       Consolidated
Balance Sheets as of September 30, 2009, and September 30, 2008.
 
 Consolidated Statements of Operations
for the years ended September 30, 2009, and 2008.
 
 Consolidated
Statements of Shareholders’ Deficiency for the years ended September 30, 2009,
and 2008
 
 Consolidated Statements of Cash Flows
for the years ended September 30, 2009 and 2008
 
 Notes to Consolidated Financial
Statement
 
 (a)(3)           Exhibit
3.1         Stock Purchase
Agreement
 Dated as of January 26, 2009, among CC
Merger Corp., Stephen Crosson andNeil Murvin and CaminoSoft Corp.(Incorporated
by reference to the       Company’s Proxy
Statement Filed with the Securities and Exchange Commission March 24,
2009)
  8
 Exhibit 4.1         Stock
Conversion Agreement
 Dated October 9, 2009, among CMSF
Corp., RENN Capital Group, Inc. managed funds, including, RENN Capital Growth
and Income Fund III, Inc.,  Renaissance US Growth Investment Trust Plc.,
and Global Special Opportunities Trust Plc., collectively, (Incorporated by
reference to the Company’s 8K Report
 filed
with the Securities and Exchange Commission on October 29, 2009.
  Exhibit  
       31
              Certification
      Pursuant to Section 302 of the
  Sarbanes-Oxley
 Act
      of 2002
 
 Exhibit  
       32
              Certification
      Pursuant to Section 906 of the
Sarbanes-Oxley
 Act
      of 2003
  9
 
 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.
 
 CMSF CORP
 
 By           /s/   STEPHEN
CROSSON
 Chief Financial Officer
and
 Chief Executive Officer
 Date: November 15, 2009
 
 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.
 
 Signature                                                                       
Capacity                                                      Date
 
 /s/
ROBERT
PEARSON                                                                Director                                                      November
15, 2009
 --------------------------------------------
 Robert
Pearson
 
 /s/
STEPHEN
CROSSON                                          
               
  Chief Financial
Officer,                             November
15, 2009
 --------------------------------------------                                    
         Chief Executive
Officer
 Stephen
Crosson                                                                         
Secretary, Treasurer
 and Director
 
 /s/
RUSSELL
CLEVELAND                                                         Director                                                
      November 15, 2009
 --------------------------------------------
 Russell
Cleveland
 
 
 /s/ LEE
PRYOR                                                                             
Director                                                    
  November 15, 2009
 --------------------------------------------
 Lee
Pryor
 
     10
  
 CMSF
CORP(formerly CaminoSoft Corp.)
 
 CONTENTS
 
 Report
      of Independent Registered Public Accounting Firm
              F-2Consolidated
      Balance Sheets as of September 30, 2009and
      September 30, 2008
              F-3Consolidated
      Statements of Operations for the years endedSeptember
      30, 2009 and 2008
              F-4Consolidated
      Statements of Shareholders’ Deficiency for theyears
      ended September 30, 2009 and 2008
              F-5Consolidated
      Statements of Cash Flows for the years endedSeptember
      30, 2009 and 2008
              F-6Notes
      to Consolidated Financial Statements
              F-7
  
  
 
 REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To the
Board of Directors of
 CMSF
Corp.
 
 We have
audited the accompanying consolidated balance sheets of CMSF Corp. (formerly
CaminoSoft Corp.) and Subsidiary (the "Company"), as of September 30, 2009 and
2008 and the related consolidated statements of operations, changes in
shareholders' deficiency and cash flows for the years then
ended.  These consolidated financial statements are the responsibility
of the Company’s management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our
audits.
  
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for effectiveness of the
Company’s internal control over financial reporting.  Accordingly, we
express no such opinion.  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 consolidated financial statements referred to above present fairly
in all material respects, the financial position of CMSF Corp. (formerly
CaminoSoft Corp.) and Subsidiary as of September 30, 2009 and 2008, and the
results of their operations and their cash flows for the years then ended, in
conformity with accounting principles generally accepted in the United States of
America.
  
 The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note 1
to the consolidated financial statements, the Company has had recurring losses
from operations and had an accumulated deficit as of September 30,
2009.  These factors raise substantial doubt about the Company’s
ability to continue as a going concern.  Management’s plans concerning
this matter are also described in Note 1.  The accompanying
consolidated financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets or
the amounts and classification of liabilities that may result from the outcome
of this uncertainty.
 
 
 WEINBERG
& COMPANY, P.A.
 
 
 Los
Angeles, CA
 November
4, 2009
 F2
 CMSF
      CORP. (formerly CaminoSoft Corp.)CONSOLIDATED
      BALANCE SHEETSSeptember
      30,
              
              
              September
      30,2009
              
              
              2008ASSETSAssets
      related to discontinued operations
              
              $
              -
              
              
              $
              261,768Total
      Assets
              
              $
              -
              
              
              $
              261,768LIABILITIES
      AND SHAREHOLDERS' DEFICIENCYCurrent
      Liabilities:Accounts
      payable
              
              $
              18,861
              
              
              $
              -Notes
      payable
              
              
              2,850,000
              
              
              
              2,850,000Total
      Current Liabilities
              
              
              2,868,861
              
              
              
              2,850,000Liabilities
      related to discontinued operations
              
              
              -
              
              
              
              800,680Total
      Liabilities
              
              
              2,868,861
              
              
              
              3,650,680Shareholders'
      Deficiency:Common
      stock, no par value; authorized 500,000,000 shares;issued
      and outstanding 56,224,194 and 16,781,415 shares
              
              
              19,457,319
              
              
              
              19,034,685Accumulated
      Deficit
              
              
              (22,326,180
              )
              
              
              (22,423,597
              )Total
      Shareholders' Deficiency
              
              
              (2,868,861
              )
              
              
              (3,388,912
              )Total
      Liabilities and Shareholders' Deficiency
              
              $
              -
              
              
              $
              261,768See
      accompanying notes to Consolidated Financial Statements
  
  CMSF
      CORP. (formerly CaminoSoft Corp.)CONSOLIDATED
      STATEMENTS OF OPERATIONSYears
      EndedSeptember
      30,2009
              
              
              2008Sales
              
              $
              -
              
              
              $
              -Cost
      of sales
              
              
              -
              
              
              
              -Gross
      Profit
              
              
              -
              
              
              
              -General
      and administrative expenses
              
              
              (53,155
              )
              
              
              -Interest
      expense
              
              
              (177,500
              )
              
              
              (200,000
              )Loss
      from continuing operations
              
              
              (230,655
              )
              
              
              (200,000
              )Discontinued
      OperationsIncome
      from discontinued operations
              
              
              14,896
              
              
              
              48,897Gain
      on disposal of discontinued operations
              
              
              313,176
              
              
              
              -328,072
              
              
              
              48,897Net
      Income (loss)
              
              $
              97,417
              
              
              $
              (151,103
              )Weighted
      average number of common shares outstanding:(basic
      and diluted):
              
              
              31,897,157
              
              
              
              15,202,336Earnings
      per common share - basic and diluted:Loss
      from continuing operations
              
              $
              (0.01
              )
              
              $
              (0.01
              )Income
      from discontinued operations
              
              
              0.01
              
              
              
              0.00Net
      Income (loss)
              
              $
              0.00
              
              
              $
              (0.01
              )See
      accompanying notes to Consolidated Financial Statements
  
   CMSF
      CORP. (formerly CaminoSoft Corp.)CONSOLIDATED
      STATEMENTS OF SHAREHOLDERS' DEFICIENCYFor
      the Years Ended September 30, 2009 and 2008Common
      Stock
              
              
              AccumulatedShares
              
              
              Amount
              
              
              Deficit
              
              
              TotalBalance
      at October 1, 2007
              
              
              14,258,756
              
              
              $
              18,828,909
              
              
              $
              (22,272,494
              )
              
              $
              (3,443,585
              )Fair
      value of options issued to employees and consultants
              
              
              -
              
              
              
              13,562
              
              
              
              -
              
              
              
              13,562Fair
      value of stock issued for payment of interest expense
              
              
              2,522,659
              
              
              
              192,214
              
              
              
              -
              
              
              
              192,214Net
      loss for the year ended September 30, 2008
              
              
              -
              
              
              
              -
              
              
              
              (151,103
              )
              
              
              (151,103
              )Balance
      at September 30, 2008
              
              
              16,781,415
              
              
              
              19,034,685
              
              
              
              (22,423,597
              )
              
              
              (3,388,912
              )Fair
      value of stock issued for payment of interest expense
              
              
              14,837,898
              
              
              
              177,500
              
              
              
              -
              
              
              
              177,500Stock
      issued for cash
              
              
              24,604,881
              
              
              
              245,134
              
              
              
              -
              
              
              
              245,134Net
      income for the year ended September 30, 2009
              
              
              -
              
              
              
              -
              
              
              
              97,417
              
              
              
              97,417Balance
      at September 30, 2009
              
              
              56,224,194
              
              
              $
              19,457,319
              
              
              $
              (22,326,180
              )
              
              $
              (2,868,861
              )See
      accompanying notes to Consolidated Financial Statements
  
 
 CMSF
      CORP. (formerly CaminoSoft Corp.)CONSOLIDATED
      STATEMENTS OF CASH FLOWSYears
      EndedSeptember
      30,2009
              
              
              2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      Income (loss)
              
              $
              97,417
              
              
              $
              (151,103
              )Income
      from discontinued operations
              
              
              328,072
              
              
              
              48,897(Loss)
      from continuing operations
              
              
              (230,655
              )
              
              
              (200,000
              )Adjustments
      to reconcile earnings from continued operations to netcash
      provided by (used in) operating activities of continued
      operations:Fair
      value of common stock issued for payment of interest
    expense
              
              
              177,500
              
              
              
              192,214Amortization
      of debt discount
              
              
              -
              
              
              
              23,581Fair
      value of common stock options issued to employees andconsultants
              
              
              -
              
              
              
              13,562Increase
      in accounts payable
              
              
              18,861
              
              
              
              -Net
      cash provided by (used in) operating activities of continued
      operations
              
              
              (34,294
              )
              
              
              29,357Net
      cash used in operating activities of discontinued
    operations
              
              
              (210,840
              )
              
              
              (179,357
              )Net
      cash used in operating activities
              
              
              (245,134
              )
              
              
              (150,000
              )CASH
      FLOWS FROM FINANCING ACTIVITIESBorrowing
      on notes payable
              
              
              -
              
              
              
              150,000Proceeds
      from sale of common stock
              
              
              245,134
              
              
              
              -Net
      cash provided by financing activities
              
              
              245,134
              
              
              
              150,000NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
              
              
              -
              
              
              
              -CASH
      AND CASH EQUIVALENTS, beginning of year
              
              
              -
              
              
              
              -CASH
      AND CASH EQUIVALENTS, end of year
              
              $
              -
              
              
              $
              -Cash
      paid for:Interest
              
              $
              0
              
              
              $
              0Income
      taxes
              
              $
              824
              
              
              $
              866See
      accompanying notes to Consolidated Financial
  Statements
  
  Note
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 DESCRIPTION
OF BUSINESS AND NATURE OF OPERATIONS
 
 Pursuant
to a Stock Purchase Agreement dated as of January 26, 2009 (the “Purchase
Agreement”) among the Company, CC Merger Corp. (the “Subsidiary”), a wholly
owned subsidiary of the Company, and Stephen Crosson and Neil Murvin
(collectively, the “Purchasers”), who are related parties, on March 31, 2009,
(a) the Company transferred to the Subsidiary substantially all of its assets
(the “Purchased Assets”), (b) the Purchasers purchased all of the outstanding
shares of the Subsidiary, (c) the Subsidiary assumed all of the Company’s
liabilities except any liability relating to indebtedness of the Company owed to
funds advised by RENN Capital Group, Inc. (the “RENN Indebtedness”), and (d) the
terms of all of the RENN Indebtedness which is not convertible into shares of
the Company’s Common Stock were amended to make such indebtedness so convertible
at $0.01 per share.  The purchase price for the Purchased Assets was
$1.00 in cash and 5% of the proceeds, if any, from the sale of all or
substantially all of the voting stock of the Subsidiary; the sale of all or
substantially all of the assets of the Subsidiary; a merger, share exchange or
similar transaction with an unrelated entity pursuant to which the acquiring
entity on the equity holders thereof hold more than a majority of the
outstanding voting shares of the merged or surviving company; or an initial
public offering of the Subsidiary.
 
 Effective
April 21, 2009, in connection with the closing, the Company changed its name
from CaminoSoft Corp. to CMSF Corp. and the number of authorized shares of
common stock of the Company was increased to 500,000,000.  As a result
of the foregoing, the Company is now a “shell company” with a plan to seek a
reverse merger with an operating company.
 
 GOING
CONCERN
 
 The
accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  This basis of
accounting contemplates the recovery of the Company’s assets and the
satisfaction of its liabilities.  The consolidated financial
statements reflect the discontinued operating assets and liabilities and the
discontinued operations for the periods covered in this
report.  Through September 30, 2009, the Company has incurred
accumulated losses of $22,326,180.
 
 The
Company’s ability to continue as a going concern is dependent upon its ability
to develop additional sources of capital.  The Company’s consolidated
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.
 
 The
Company does not have sufficient resources to fund its operations for the next
twelve months.  The Company has no operations and is a public
shell.  The Company intends to pursue a reverse merger candidate with
operations and growth to provide a new business as a public
entity.  However, the Company has not entered into any merger
agreements and there can be no assurance that such an agreement can be entered
into or on terms that would be favorable to the Company and its
shareholders.
 
 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 of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of assets and liabilities, revenues and expenses during the
reporting period.  Accordingly, actual results could differ from those
estimates.
 
 
 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.
 
 REVENUE
RECOGNITION
 
 Revenue
is recognized when persuasive evidence of an arrangement exists, delivery has
occurred or services have been rendered, the fee is fixed or determinable, and
collectability is probable.  We enter into certain arrangements where
we are obligated to deliver multiple products and/or services (multiple
elements).  In these transactions, we allocate the total revenue among
the elements based on the sales price of each element when sold separately
(vendor-specific objective evidence).
 
 Revenue
for products licensed to original equipment manufacturers (OEM’s), and perpetual
licenses for current products in our server based data management suite of
products is recognized as products are shipped or electronically delivered, the
fees are fixed or determinable, collection of the resulting receivable is
probable and no other significant obligations remain undelivered.  If
annual service is a part of the sale agreement that portion of the revenue is
recorded as unearned due to undelivered elements including, annual telephone
support and the right to receive unspecified upgrades/updates of our data
management products on a when-and-if-available basis.  Unspecified
upgrades, or patches, are included in our product support fee.  The
upgrades are delivered only on a when-and-if-available basis and are considered,
Post contract Customer Support (“PCS”).  Vendor-specific objective
evidence does exist for these services in the aggregate; however, no
vendor-specific objective evidence exists for the unspecified upgrades on a
stand-alone basis.  When-and-if-available deliverables should be
considered in determining whether an arrangement includes multiple elements;
however, if sufficient vendor-specific objective evidence does not exist for the
allocation of revenue to the various elements of the arrangement, and if the
only undelivered element in an arrangement is PCS, the entire fee for the
support should be recognized ratably.  Because the timing, frequency,
and significance of unspecified upgrades/updates can vary considerably, the
point at which unspecified upgrades/updates are expected to be delivered should
not be used to support income recognition on other than a straight-line
basis.  As such, the Company recognizes the product support fee
consisting of PCS and unspecified upgrades/updates ratably over the service
contract period.
 
 Revenues
from services are comprised of consulting and implementation services, and to
limited extent training.  Services are generally charged on a
time-and-materials or fixed fee basis and include a range of services including,
installation of software, establishing software policies and limited
training.  Services are generally separable from the other elements
under the arrangement since the performance of the services is not essential to
the functionality of any other element of the transaction.  Revenues
for services are recognized as the services are performed.
 
  CONSOLIDATION
 
 The
accompanying consolidated financial statements include the accounts of the
Company and its wholly owned subsidiary.  Intercompany balances and
transactions have been eliminated in consolidation.
 
 FAIR
VALUE OF FINANCIAL INSTRUMENTS
 
 During
September 2006, the Financial Accounting Standards Board (“FASB”) issued
guidance regarding fair value measurements, which was effective for fiscal years
beginning after November 15, 2007.  This guidance defines fair value,
establishes as framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value
measurements.  In February 2008, the FASB delayed the effective date
of the fair value guidance for all non-financial assets and liabilities, except
those that are recognized or disclosed at fair value in the financial statements
on a recurring basis, until January 1, 2008 for all financial assets and
liabilities.  This adoption did not have a significant impact on the
Company’s financial position or results of operations.
 
 
 The
guidance defines fair value as the price that would be received to sell an asset
or paid to transfer a liability in the principal or most advantageous market for
the asset or liability in an orderly transaction between market participants at
the measurement date.  The guidance establishes a fair value
hierarchy, which prioritizes the inputs used in measuring fair value into three
broad levels as follows:
 
 Level 1 – Quoted prices in active
markets for identical assets or liabilities.
 Level 2 – Inputs, other than the quoted
prices in active markets, that are observable either directly or
indirectly.
 Level 3 – Unobservable inputs based on
the Company’s assumptions.
 
 The
guidance requires the use of observable market data if such data is available
without undue cost and effort.
  EARNINGS
(LOSS) PER SHARE
 
 The
Company computes earnings (loss) per common share under FASB guidance, which
requires presentation of Basic and Diluted earnings (loss) per
share.  Basic earnings (loss) per share is computed by dividing income
(loss) available to common shareholders by the weighted average number of common
shares outstanding for the period.  Diluted earnings 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.
 
 At
September 30, 2009 and 2008, options, warrants and convertible debentures to
purchase 113,771,099 and 9,096,103 shares, respectively, were outstanding, but
were not included in the computation of diluted loss per common share as the
effect would be antidilutive.
 
 RECENT
ACCOUNTING PRONOUNCEMENTS
 
 In June
2009, the FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting Principles (‘the FASB Codification”) was
implemented.  The FASB Codification does not change current U.S. GAAP,
but is intended to simplify user access to all authoritative U.S. GAAP by
providing all the authoritative literature related to a particular topic in one
place for nongovernmental entities.  The FASB Codification is
effective for interim and annual periods ending after September 15, 2009, and as
of the effective date, all existing accounting standard documents will be
superseded.  The FASB Codification is effective for the Company in the
third quarter of 2009, and accordingly, the Company Quarterly Report on Form
10-Q for the quarter ending September 30, 2009 and all subsequent public filings
will reference the FASB Codification as the sole source of authoritative
literature.  The adoption of the FASB Codification did not impact the
Company’s financial position, results of operations, and cash
flows.
 
 The
Company adopted the FASB’s new rule regarding subsequent events in the third
quarter of 2009.  The FASB’s new rule establishes the accounting for
and disclosures of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued.  The
new subsequent event guidance requires the disclosure of the date through which
an entity has evaluated subsequent events and the basis for that date, that is,
whether that date represents the date the financial statements were issued or
were available to be issued.  See Note 7 for the related
disclosures.  The adoption of the new subsequent event rule did not
have a material impact on the Company’s financial statements.
 
 Other
recent accounting pronouncements issued by the FASB (including its Emerging
Issues Task Force), the AICPA, and the SEC did not or are not believed by
management to have a material impact on the Company's present or future
consolidated financial statements.
 
 
 NOTE 2 –
NOTES PAYABLE
  In
December 2002, the Company issued a 6% unsecured convertible debenture for
$1,000,000 to RENN Capital Group.  Interest of 6% per annum will be
paid in monthly installments for three years based on the unpaid principal
balance.  The full $1,000,000 was borrowed during the year ended
September 30, 2003, and was outstanding as of September 30, 2009 and
2008.  The debenture matured on November 27, 2005, at which time the
unpaid principal amount and all accrued and unpaid interest would have become
due and payable in full.  The debenture is convertible, at the option
of the holder, into shares of the Company’s common stock, with a conversion
price of $0.62 per share.  As part of the funding during fiscal year
ended September 30, 2003, the Company issued 5 year warrants to the lender to
purchase 500,000 shares of the Company’s common stock.  The warrants
were valued at $176,224 and recorded as debt discount, and were fully amortized
as of November 27, 2005, the initial life of the loan.
 
 In July
2003, the Company issued another 6% unsecured convertible debenture to RENN
Capital Group for up to $750,000.  Interest at a rate of 6% per annum
is payable in monthly installments for 26 months based on the unpaid principal
balance.  The debenture matured on November 27, 2005, at which time
the unpaid principal amount and all accrued and unpaid interest would have
become due and payable in full.  The debenture is convertible, at the
option of the holder, into shares of the Company’s common stock, with a
conversion price of $0.41 per share.  At September 30, 2009, the
Company had borrowed $750,000, the entire amount available.
 
 Pursuant
to a Renewal and Modification agreement dated October 28, 2005, the Company
negotiated an extension of the two convertible debentures referenced above with
a total principal balance of $1,750,000.  The lender agreed to extend
the maturity date of the two 6% Convertible Debentures dated November 27, 2002
in the aggregate principal amount of $1,750,000 to May 27, 2007.  In
consideration of such extension, the Company granted the lender a five-year
warrant to purchase 175,000 shares of the Company’s common stock at an exercise
price of $1.14 per share (subject to adjustment).  The estimated value
of the warrant of $166,093 was recorded by the Company as debt discount and was
fully amortized as of May 27, 2007, the term of the extension.  On May
7, 2007, RENN Capital Group agreed to extend the maturity date of $1,750,000
convertible debenture until November 27, 2007.  The Company will
continue to pay interest of 6% on the current outstanding principal balance of
$1,750,000, monthly during the term of the extension.
 
 During
July 2004, the Company received $750,000 from a two year secured loan from
Renaissance Capital Group managed funds.  Interest is paid at 7% in
monthly installments based on the outstanding principal balance.  As
part of the funding, the Company issued five-year warrants to purchase an
aggregate of 1,415,094 shares of common stock at an exercise price of $0.53 per
share.  The estimated value of the warrants of $311,953 was recorded
on the Company’s financial statements as debt discount and was amortized over
the life of the loan.  During the years ended September 30, 2009 and
2008, $0 and $9,453, respectively, of discount was amortized and included in the
statement of operations.
 
 During
February 2006, the Company issued to the Renaissance Capital Group managed funds
an aggregate of 150,000 warrants to purchase the Company’s common stock at $0.86
per share in consideration of an agreement to extend the $750,000 loan payable
maturity date for an additional 18 months.  The new maturity date for
the notes was January 19, 2008.  The Company will continue to pay 7%
interest on a monthly basis based on the current outstanding principal balance
of $750,000.  The estimated value of the warrants of $77,663 was
recorded on the Company’s financial statements as debt discount and is being
amortized over the term of the extension.  During the years ended
September 30, 2009 and 2008, $0 and $14,121 respectively, of discount was
amortized and included in the statement of operations.
 
 On
February 7, 2007, the Company received an aggregate of $200,000 from two three
month secured convertible notes from two of RENN Capital Groups managed
funds.  Interest of 8% will be paid in monthly installments during the
term of the notes.  The notes were to mature on May 7, 2007, at which
time all principal and accrued and unpaid interest was due and payable in
full.  The notes are convertible at the option of the holder, into
shares of the Company’s common stock, with an initial conversion price of $0.30
per share.  The funds are being used to support the operations of the
Company.  Each holder of a note may convert in whole or in part the
outstanding principal plus accrued but unpaid interest into the Company’s common
stock at a conversion price of $0.30 per share.  In the event that the
Company issues additional common stock, or securities convertible into common
stock, at a price lower than the conversion price while these notes are
outstanding, the conversion price of these notes will automatically adjust
downward to such price at which the new common stock has been
issued.  The conversion price of the note, however, shall never be
adjusted to less than $0.01 per share.  Pursuant to renewal and
modification agreements dated May 7, 2007, the RENN Capital Group has agreed to
extend the maturity dates of two $100,000 notes payable until November 7,
2007.  The Company will continue to pay 8% interest monthly based on
the current outstanding principal balance of $200,000.
 
 During
the quarter ended December 31, 2007, the Company negotiated with RENN Capital
Group to extend the maturity dates of all outstanding debt due before January
31, 2008.  Pursuant to renewal and modification agreements the Company
extended the total debt with an aggregate principal balance of $2,700,000 to
February 27, 2008.  In addition to extending the due date the Company
also converted from cash payments of interest to interest payments in
unregistered common stock beginning with all interest due and payable during the
current quarter.  In October 2007, the Company received an additional
$100,000 from RENN Capital Group funds via wire transfer to help pay for legal
and accounting fees relating to the merger and acquisition previously in process
with Shea Development previously disclosed.  Although the funds have
no terms or interest due, the Company recorded it as a loan payable and plans to
repay or write off the balance due at the time the other debt is paid or
otherwise satisfied.
 
 During
the quarter ended March 31, 2008, the Company negotiated to extend the maturity
dates of the entire $2,800,000 of debt that was due January 31,
2008.  Pursuant to renewal and modification agreements signed during
the quarter, the Company extended the total debt with an aggregate principal
balance of $2,800,000 to May 30, 2008.  In February 2008, the Company
received an additional $50,000 from RENN Capital Group funds to pay for legal
and accounting fees and support operations. The note was recorded as a loan
payable on the Company’s financial reports.  Interest of 8% will be
paid in monthly installments beginning March 1, 2008, until the principal
balance is paid in full.  Interest may be paid in cash or in
unregistered common stock at the Company’s discretion.
 
 Pursuant
to the Renewal and Modification Agreements dated as of November 12, 2007, all
interest payments commencing on November 1, 2007 are due and payable in
restricted shares of Company common stock or cash at the Company’s
discretion.  The number of shares to be issued shall be equal to the
amount of interest payment due divided by the average of the last sales prices
(or closing bid prices) for the five trading days immediately preceding the
payment date.  As such, during the year ended September 30, 2009 and
2008, interest expense of $177,500 and $192,214, respectively, accruing to the
note holders was converted into 14,837,898 and 2,522,659 shares of common stock,
respectively (of which 8,899,320 shares were not issued as of September 30,
2009).
 
 Pursuant
to the Renewal and Modification Agreement dated October 24, 2008 the Company
negotiated to extend the maturity dates of the entire $2,850,000 of debt from
May 31, 2008 to April 30, 2009.
 
 On
January 26, 2009, the Company modified all non convertible debt held by RENN
Capital Group managed funds, which included, RENN Capital Growth and Income Fund
III, Inc., Renaissance US Growth Investment Trust, Plc. and Global Special
Opportunities Trust Plc.  Collectively the “Lenders”.  The
Company had issued to the Lenders promissory notes with an aggregate value of
$900,000.  The Company and Lenders amended the notes so that such
instruments shall be convertible, at any time and from time to time, at the
option of the applicable Lender, convertible (in whole or in part) into shares
of the Company’s common stock, at a conversion price of $0.01 per
share.  The Company also amended its articles of incorporation to
increase the number of shares of its authorized common stock in order to have
sufficient shares of common stock to satisfy the full conversion of all the
Company’s outstanding securities which are convertible into, or exercisable for,
shares of the Company’s common stock, including the notes.
  
 Effective
April 24, 2009, the Company entered into a Renewal and Modification Agreement
(the “Renewal Agreement”) with US Special Opportunities Trust PLC (formerly BFS
US Special Opportunities Trust PLC), Renaissance Capital Growth & Income
Fund III, Inc., Renaissance US Growth Investment Trust PLC and RENN Capital
Group, Inc. pursuant to which the maturity date of the Loan Documents as
enumerated in the Renewal Agreement was changed so that payment of the unpaid
principal, and all accrued and unpaid interest and any other charges, fees and
payments due under the Loan Documents, are due and payable in full on September
30, 2009.
 
 Annual
future principal payments are as follows:
 Year
      ending September 30,
                
                Principal
                
                
                Debt
      Discount
                
                
                Net2010
                
                $
                2,850,000
                
                
                
                $             
      -- --
                
                
                $
                2,850,000Total
                
                $
                2,850,000
                
                
                
                $              --
      --
                
                
                $
                2,850,000
 NOTE 3 –
SHAREHOLDER’S DEFICIENCY
 
 During
the year ended September 30, 2009, the Company received approximately $245,000
from the sale of 24,604,881 shares of unregistered common stock to RENN Capital
Group at a price of $0.01 per share (of which 2,792,481 shares were not issued
as of September 30, 2009).  The Company used the funds to complete the
sale of the operations including all professional and other fees related to the
sale and ongoing filings with the Securities and Exchange
Commission.
 
 NOTE 4 -
STOCK OPTIONS AND WARRANTS
 
 During
the year ended September 30, 2008, the Company, with the consent of all option
grant holders under the plan, terminated the Year 2000 Employee Stock Option
Plan.  No options were exercisable or unexercisable as of September
30, 2008.  The aggregate value of the options vesting from October 1,
2007 to June 30, 2008 was $13,562 and has been reflected as compensation
cost.  As of September 30, 2009, there were no options outstanding and
therefore no future amounts will be amortized as compensation
expense.  The Company had 6,000,000 shares approved for issuance as
part of the employee stock option plan which has been terminated as of September
30, 2008.
  The
option summary and changes during the year ended September 30, 2008 is presented
below:
 WeightedAverageNumber
      of
                Shares
              
              
              Exercise
                PriceOptions
      outstandingAt
      September 30, 2007
              
              
              3,649,500
              
              
              $
              0.92Options
      cancelled
              
              
              (3,649,500
              )
              
              $
              0.92Options
      outstanding
              
              
              ----
              
              
              $
              --At
      September 30, 2008 and 2009Options
      exercisableAt
      September 30, 2008 and 2009
              
              
              ----
              
              
              $
              --
 
 The
warrant summary and changes during the years ended September 30, 2009 and 2008
are presented below:
 
 Weighted
      Average
              
              
              Aggregate
              
              
              Weighted
      AverageNumber of
              
              
              Exercise
              
              
              Intrinsic
              
              
              Remaining
      contractualShares
              
              
              Price
              
              
              value
              
              
              term (months)Warrants
      outstandingAt
      September 30, 2007
              
              
              4,983,337
              
              
              $
              0.82Warrants
      granted
              
              
              ----
              
              
              
              ----Warrants
      expired
              
              
              ----
              
              
              
              ----Warrants
      outstandingAt
      September 30, 2008
              
              
              4,983,337
              
              
              $
              0.82Warrants
      granted
              
              
              ----
              
              
              
              ----Warrants
      expired
              
              
              (4,658,337
              )
              
              $
              0.81Warrants
      outstandingAt
      September 30, 2009
              
              
              325,000
              
              
              $
              1.01
              
              
              $
              ----
              
              
              
              15Warrants
      exercisableAt
      September 30, 2009
              
              
              325,000
              
              
              $
              1.01
              
              
              $
              ----
              
              
              
              15Warrants
      exercisableAt
      September 30, 2008
              
              
              4,983,337
              
              
              $
              0.82
 
 The
following table summarizes information about warrants outstanding at September
30, 2009.
  Outstanding and ExercisableWeighted
      AverageExercise
              
              
              
              
              
              Life
              
              
              ExercisePrice
              
              
              Warrants
              
              
              (Months)
              
              
              Price0.86
              
              
              
              150,000
              
              
              
              17
              
              
              
              0.861.14
              
              
              
              175,000
              
              
              
              13
              
              
              
              1.14$
              0.86 - $1.14
              
              
              
              325,000
              
              
              
              
              
              
              $
              1.01
  NOTE 5 –
INCOME TAXES
 The
Company’s net deferred tax assets (using a federal corporate income rate of 34%)
consist of the following at September 30, 2009 and 2008:
  2009                           
           
             2008
 
 Benefit
      of operating loss carry forward
              
              $
              7,200,000
              
              
              $
              7,200,000Valuation
      allowance
              
              
              (7,200,000
              )
              
              
              (7,200,000
              )Net
      deferred tax asset
              
              $
              -
              
              
              $
              -
 
 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,Federal
      statutory tax rate
              2009
              2008State
      tax, net of federal benefit
              (34%)
              (34%)Permanent
      differences
              (5%)
              (5%)(1%)
              (1%)(40%)
              (40%)Change
      in valuation allowance
              40%
              40%Effective
      tax rate
              -%
              -%
  At
September 30, 2009, the Company has available net operating loss carry-forwards
of approximately $19,000,000 for federal income tax purposes which expire in
varying amounts through 2028.  The Company’s ability to utilize NOL
carry-forwards may be limited in the event that a change in ownership, as
defined in the Internal Revenue Code, has or does occur in the
future.
 
 Deferred
tax assets, before valuation allowance, as of September 30, 2009 were
approximately $7,200,000 and primarily arise from the Company’s net operating
loss carry forwards.  A valuation allowance of approximately
$7,200,000 was provided because management believes that the deferred tax assets
are more likely than not to be unrealized.
  NOTE 6 –
DISCONTINUED OPERATIONS
 
 Pursuant
to a Stock Purchase Agreement dated as of January 26, 2009 (the “Purchase
Agreement”) among the Company, CC Merger Corp. (the “Subsidiary”), a wholly
owned subsidiary of the Company, and Stephen Crosson and Neil Murvin
(collectively, the “Purchasers”), who are related parties, on March 31, 2009,
(a) the Company transferred to the Subsidiary substantially all of its assets
(the “Purchased Assets”), (b) the Purchasers purchased all of the outstanding
shares of the Subsidiary, (c) the Subsidiary assumed all of the Company’s
liabilities except any liability relating to indebtedness of the Company owed to
funds advised by RENN Capital Group, Inc. (the “RENN Indebtedness”), and (d) the
terms of all of the RENN Indebtedness which is not convertible into shares of
the Company’s Common Stock were amended to make such indebtedness so convertible
at $0.01 per share.  The purchase price for the Purchased Assets was
$1.00 in cash and 5% of the proceeds, if any, from the sale of all or
substantially all of the voting stock of the Subsidiary Company; the sale of all
or substantially all of the assets of the Subsidiary; a merger, share exchange
or similar transaction with an unrelated entity pursuant to which the acquiring
entity on the equity holders thereof hold more than a majority of the
outstanding voting shares of the merged or surviving company’ or an initial
public offering of the Subsidiary.  The purchased assets included the
name “CaminoSoft,” the data storage management software and personal
property.
 
 The
Company has classified revenues and expenses and profit and loss of the sold
business as discontinued operations.  The related assets and
liabilities have been classified as assets and liabilities related to
discontinued operations for all periods presented in the accompanying
consolidated financial statements.
 
 The
following table sets forth the assets and liabilities related to discontinued
operations at September 30, 2009 and September 30, 2008.
 Assets Related
      to                                                                                                                                            
       Liabilities Related toDiscontinued Operations as
      of,                                                                                                                          
      Discontinued Operations as ofSeptember
      30,                                                                                                                     
                 
                    
             September 30,2009
              
              
              2008
              
              
              
              2009
              
              
              2008Cash
              
              $
              --
              
              
              $
              157,980
              
              Accounts
      Payable
              
              $
              --
              
              
              $
              223,309AccountsReceivable
              
              
              --
              
              
              
              83,066
              
              Liabilities
              
              
              --
              
              
              
              99,980Long
      Term
              
              
              
              
              
              
              
              
              DeferredAssets
              
              
              --
              
              
              
              20,722
              
              Revenue
              
              
              
              
              
              
              447,391Total
              
              $
              --
              
              
              $
              261,768
              
              
              
              $
              --
              
              
              $
              800,680
  The
following table sets forth the combined results of operations related to
discontinued operations for the years ended September 30, 2009 and
2008.
     2008
              2009Revenues
              $488,877
              $1,492,180Expenses
              (473,981)
              (1,443,283)Net
      Income
              14,896
              48,897Net gain on
      disposal
              313,176
              ----------Income from
      discontinued operations
              $328,072
              $48,897
  
 As of the
date of purchase, March 31, 2009, the Company had total assets of $276,008 and
total liabilities of $589,185, which were acquired or assumed, respectively, by
the Purchasers.  The net liabilities of $313,177 were purchased for $1
resulting in a net gain on disposal of discontinued operations of
$313,176.  The Company remains contingently liable for any additional
liabilities that may occur as a result of its former operations.
  NOTE
7                      
SUBSEQUENT EVENTS
 
 The
Company has evaluated subsequent events occurring between the end of our fiscal
year, September 30, 2009 and November 13, 2009 which is the date the financial
statements were available to be issued.  The significant subsequent
events are listed below.
 
 The
Company and its Lenders negotiated an extension of the maturity date of the
$2,850,000 in convertible debt to October 9, 2009.  On October 9,
2009, the entire $2,850,000 of debt was converted into 113,446,099 shares of
common stock based on the debt conversion terms in the original convertible
debenture and the subsequent conversion agreement for the remaining outstanding
debt and 437,669 shares of common stock for interest on the notes were issued
through the conversion date of October 9, 2009, at a price of $0.01 per share
and 4,660,581 shares of common stock were issued for cash investment at a price
of $0.01 per share.
   Pro Forma
  As Reported
              Adjustments
              Pro FormaNotes
      payable
              $ 
      2,850,000
              $(2,850,000)
              $  
      --------Common
      stock
              $19,457,319
              $
      2,850,000
              $
      22,307,319Common stock
      outstanding
              56,224,194
              113,446,099
              169,670,293