SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549
                                ----------------
                                  FORM 10-KSB/A
                                  (Amendment 2)

|X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHNAGE
      ACT OF 1934 [FEE REQUIRED]

                 For the fiscal year ended September 30, 2004 or

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from
      _____________ to _______________

                         Commission file number 1-12312

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

      CALIFORNIA                                           95-3880130
(State of incorporation)                    (I.R.S. Employer Identification No.)

        600 HAMPSHIRE ROAD, SUITE 105, WESTLAKE VILLAGE, CALIFORNIA 91361
                    (Address of principal executive offices)

                    Issuer's telephone number: (805) 370-3100

      Securities registered under Section 12(b) of the Exchange Act: None

      Securities registered under Section 12(8) of the Exchange Act: Common
Stock no par value.

      Check mark indicates whether the issuer (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                  YES|X| NO|_|

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

                                  YES |X| NO|_|

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

      Issuer's revenues for its most recent fiscal year were $1,253,610.

      The aggregate market value of the voting stock held by non-affiliates of
the registrant as of December 22, 2003 was approximately $1,400,000.

      Number of shares outstanding of each of the issuer's classes of common
stock as of December 22, 2004: 13,462,750 shares of common stock, no par value.

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

--------------------------------------------------------------------------------
<PAGE>

Item 7.           FINANCIAL STATEMENTS


      The following is a list of financial statements filed herewith:

      Consolidated Balance Sheets as of September 30, 2004 and September 30,
2003

      Consolidated Statements of Operations for the years ended September 30,
2004 and 2003

      Consolidated Statements of Shareholders' Deficit for the years ended
September 30, 2004 and 2003

      Consolidated Statements of Cash Flows for the years ended September 30,
2004 and 2003

      Notes to Consolidated Financial Statements


                                   SIGNATURES

      In accordance with Section 13 or 15 (d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                                      CAMINOSOFT CORP

                                                      By /s/   STEPHEN CROSSON
                                                        ------------------------
                                                        Chief Financial Officer

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


        Signature                     Capacity                         Date
---------------------------    ---------------------              --------------

/s/ STEVEN SPECTOR             Chairman of the Board              June 23, 2005
---------------------------
Steven Spector

/s/ WALTER KORNBLUH            Director                           June 23, 2005
---------------------------
Walter Kornbluh

/s/ STEPHEN CROSSON            Chief Financial Officer,           June 23, 2005
---------------------------    Chief Operating Officer
Stephen Crosson                Secretary, Treasurer
                               and Director

/s/ ROBERT PEARSON             Director                           June 23, 2005
---------------------------
Robert Pearson

/s/ ROBERT DEGAN               Director                           June 23, 2005
---------------------------
Robert Degan

/s/ RUSSELL CLEVELAND          Director                           June 23, 2005
---------------------------
Russell Cleveland

/s/ MICHAEL SKELTON            Chief Executive Officer,           June 23, 2005
---------------------------    Director
Michael Skelton

<PAGE>

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders
CaminoSoft Corp.

We have audited the accompanying consolidated balance sheets of CaminoSoft Corp.
as of September 30, 2004 and 2003 and the related statements of operations,
stockholders' deficit, and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with 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. 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 CaminoSoft Corp. at
September 30, 2004 and 2003, and the results of its operations and its cash
flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.

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
financial statements, the Company has suffered recurring losses from operations
and has a net capital deficiency that raise substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these matters
are also described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

As discussed in Note 9, the accompanying consolidated balance sheets as of
September 30, 2004 and 2003 have been restated.

Los Angeles, California
November 24, 2004, except for Note 9 which is as of June 1, 2005


                                       F-1

<PAGE>

<TABLE>
<CAPTION>
                                CAMINOSOFT CORP.
                           CONSOLIDATED BALANCE SHEETS


                                                                         SEPTEMBER 30,
                                                                 ----------------------------
ASSETS                                                               2004            2003
                                                                 ------------    ------------
                                                                  (Restated)      (Restated)
<S>                                                              <C>             <C>
Current assets:
   Cash and cash equivalents                                     $    421,344    $    436,782
   Accounts receivable, net of allowance of $20,000 and $5,687        213,678         251,037
   Prepaid expenses                                                        --           6,000
                                                                 ------------    ------------
Total current assets                                                  635,022         693,819
                                                                 ------------    ------------

Property and Equipment, net of accumulated depreciation of             41,050          21,130
     $31,730 and $21,986 (Note 2)

Software, net of accumulated amortization of,                         348,561         466,773
     $478,829 and $360,617 (Note 3)

Deposits                                                               11,642          11,792

Deferred financing costs (Note 5)                                     187,075               0
                                                                 ------------    ------------
Total assets                                                     $  1,223,350    $  1,193,514
                                                                 ============    ============

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities:
   Trade accounts payable                                        $     91,319    $    125,753
   Accrued Liabilities                                                145,733         144,948
   Deferred revenues                                                  250,304         264,555
                                                                 ------------    ------------
Total current liabilities                                             487,356         535,256

Notes Payable, long term portion,
   net of discount of $359,386 and $132,169 (Notes 4 and 5)        2,140,614       1,617,831
                                                                 ------------    ------------
Total liabilities                                                   2,627,970       2,153,087

Common stock, no par value; authorized 100,000,000 shares;
     issued and outstanding 13,462,750 and 9,879,371 shares        17,650,361      15,951,333

   Accumulated deficit                                            (19,054,981)    (16,910,906)
                                                                 ------------    ------------
Total shareholders' deficit                                        (1,404,620)       (959,573)
                                                                 ------------    ------------
Total liabilities and shareholders' deficit                      $  1,223,350    $  1,193,514
                                                                 ============    ============
</TABLE>


          See accompanying notes to consolidated financial statements.


                                       F-2

<PAGE>

<TABLE>
<CAPTION>
                                CAMINOSOFT CORP.
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                         YEARS ENDED SEPTEMBER 30,
                                                        ----------------------------
                                                             2004            2003
                                                        ------------    ------------
<S>                                                     <C>             <C>
SALES                                                   $  1,253,610    $    790,156

COST OF SALES                                                247,515         221,635
                                                        ------------    ------------
GROSS PROFIT                                               1,006,095         568,521

OPERATING EXPENSES
     Sales and administrative                              2,655,657       2,308,747
     Depreciation and amortization                             9,744           7,682
     Research & Development                                  284,410         332,323
                                                        ------------    ------------
Total operating expenses                                   2,949,811       2,648,752
                                                        ------------    ------------
Loss from operations                                      (1,943,716)     (2,080,231)

OTHER INCOME (EXPENSE)
     Interest expense                                       (200,380)        (84,592)
     Interest income                                              21             624
                                                        ------------    ------------
Total other income (expense)                                (200,359)        (83,968)
                                                        ------------    ------------
Net loss applicable to common stock                     ($ 2,144,075)   ($ 2,164,199)
                                                        ============    ============
Weighted average number of common shares outstanding:
     (basic and diluted):                                 12,390,202       9,879,371
                                                        ============    ============
Net loss per common share:
   (basic and diluted)                                  ($      0.17)   ($      0.22)
                                                        ============    ============
</TABLE>


           See accompanying notes to Consolidated Financial Statements


                                       F-3

<PAGE>

<TABLE>
<CAPTION>
                                                          CAMNOSOFT CORP
                                          CONSOLIDATED STATEMENTS OF SHAREHOLDERS DEFICIT


                                                                               COMMON STOCK
                                                                      ----------------------------     ACCUMULATED
                                                                         SHARES          AMOUNT          DEFICIT          TOTAL
                                                                      ------------    ------------    ------------    ------------
<S>                                                                   <C>             <C>             <C>             <C>
BALANCE, at September 30, 2002                                           9,873,171    $ 15,931,255    ($14,746,707)   $  1,184,548

Common stock issued for services                                             6,200           5,952                           5,952

Warrant to purchase common stock issued for services                                        14,126                          14,126

Net loss                                                                                                (2,164,199)     (2,164,199)
                                                                      ------------    ------------    ------------    ------------
Balance, at September 30, 2003                                           9,879,371    $ 15,951,333    ($16,910,906)   ($   959,573)

Common stock and warrants issued in private placement                    3,243,243       1,200,000                       1,200,000

Common stock issued for equity line                                        340,136         187,075                         187,075

Warrant to purchase common stock issued in connection with financing                       311,953                         311,953

Net loss                                                                                                (2,144,075)     (2,144,075)
                                                                      ------------    ------------    ------------    ------------
Balance, at September 30, 2004                                          13,462,750    $ 17,650,361    ($19,054,981)   ($ 1,404,620)
                                                                      ============    ============    ============    ============


                                    See accompanying notes to Consolidated Financial Statements
</TABLE>


                                                                F-4

<PAGE>


<TABLE>
<CAPTION>

                                             CAMINOSOFT CORP
                                  CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                               YEARS ENDED SEPTEMBER 30,
                                                                              --------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                  2004           2003
                                                                              -----------    -----------
<S>                                                                           <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                                   ($2,144,075)   ($2,164,199)
     Adjustments to reconcile net loss to net cash used in
       operating activities:
          Change in allowance for doubtful accounts                                14,313             --
          Depreciation and amortization                                           212,692        125,891
          Common stock and common stock warrants issued for services                   --         20,078
     Changes in operating assets and liabilities:
          Accounts receivable                                                      23,046       (189,623)
          Prepaid expense                                                           6,000         47,647
          Deposits and other                                                          150         (2,211)
          Accounts payable and accrued expenses                                   (33,649)        73,743
          Deferred revenue                                                        (14,251)       222,379
                                                                              -----------    -----------
Net cash used in operating activities                                          (1,935,774)    (1,866,295)

CASH FLOWS FROM INVESTING ACTIVITIES
     Investment in fixed assets                                                   (29,664)       (23,344)
                                                                              -----------    -----------
Net cash used in investing activities                                             (29,664)       (23,344)

CASH FLOWS FROM FINANCING ACTIVITIES
     Borrowings on notes payable                                                  750,000      1,750,000
     Proceeds from the issuance of common stock                                 1,200,000             --
                                                                              -----------    -----------
Net cash provided by financing activities                                       1,950,000      1,750,000
                                                                              -----------    -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS                                         (15,438)      (139,639)

CASH AND CASH EQUIVALENTS, beginning of year                                      436,782        576,421
                                                                              -----------    -----------
CASH AND CASH EQUIVALENTS, end of year                                        $   421,344    $   436,782
                                                                              ===========    ===========
Supplemental non-cash financing and investing activities Cash paid for:
       Interest                                                               $   115,644    $    34,386
                                                                              ===========    ===========
       Income taxes                                                           $         0    $         0
                                                                              ===========    ===========
</TABLE>

      During the year ended September 30, 2004, the Company issued 1,415,094
            warrants to purchase the Company's common stock at $0.53 per share
            with a fair value of $311,953 in connection with a 7% 2 year
            $750,000 loan to the Company (Note 4). The fair value was recorded
            as debt discount on the Company's financial statements and is being
            amortized over the term of the loan.

      During September 2004, the Company issued 340,136 shares of stock as
            commitment shares as part of an equity financing. The commitment
            shares are part of a common stock purchase agreement which will
            allow the Company to draw up to $6,000,000 through daily sales of
            the Common Stock. The Company has agreed to register 3,680,272
            shares which include the commitment shares to sell during a 30 month
            period. The fair value of the issued shares was $187,075, this
            amount was recorded as deferred financing costs on the Company
            financial statements and will be recorded against proceeds received
            over the term of the commitment.

           See accompanying notes to Consolidated Financial Statements


                                       F-5

<PAGE>

                                CAMINOSOFT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS

CaminoSoft Corp. (the "Company") previously known as Interscience Computer
Corporation, was incorporated under the laws of the State of California on
October 14, 1983, to be a third party provider of maintenance services for
computer hardware and related peripheral equipment. On September 17, 1999, the
Company acquired the assets (the "Camino Assets") of Camino Software Systems,
Inc. ("Camino"), a data storage company, for 468,000 shares of the Company's
common stock and assumed $315,172 of certain Camino liabilities. The Camino
assets consisted of the name, Camino Software Systems, Inc., the data storage
management software, certain business contracts and intangible personal
property. The Company allocated all amounts paid and assumed in the amount of
$502,372 to the cost of software.

During the year ended September 30, 2000, the Company changed its name to
CaminoSoft Corp. to reflect the focus on the data management software business.
The Company is now distributing and developing data management software
purchased from Camino, which will work with Windows 2000 and Novell operating
systems and with Computer Associates, Veritas, and other enterprise software.

In July 2003, the Company incorporated a subsidiary CM Medical Systems, Inc.,
under the General Corporation Law of California. Currently the subsidiary has no
employees, has not issued stock and has not begun operations.

The Company incurred a net loss of $2,144,075 and $2,164,199 for the years ended
September 30, 2004 and 2003, respectively, and has an accumulated deficit of
$19,054,981 as of September 30, 2004. The Company will require additional
financing in order to expand its business and continue operations. The Company's
working capital requirements in the foreseeable future will depend on a variety
of factors including its ability to implement its sales and marketing plan. The
Company plans to continue to focus on the integration of its products and
solutions with O.E.M. partner products for sales and distribution. This includes
selling products through the distribution channels of the partners. The Company
has new arrangements, which it believes will generate higher levels of revenue
in fiscal 2005. Management has developed additional contingency plans to ensure
expenses can be reduced and brought in line with revenues achieved during 2005,
allowing the Company to extend the operating capital. The Company currently
expects that the new financing will provide sufficient cash to fund its
projected operations for the immediately foreseeable future and believes
additional financing will be available if and when needed. If the Company is
unable to achieve projected operating results and/or obtain such additional
financing if and when needed, management will be required to curtail growth
plans and scale back development activities. No assurances can be given that the
Company will achieve increased revenues. Further, no assurances can be given
that the Company's current financing will be sufficient to support the Company's
planned level of operations. If adequate funds are not available or are not
available at acceptable terms, the Company's ability to finance its expansion,


                                       F-6

<PAGE>

                                CAMINOSOFT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

develop or enhance services or products or respond to competitive pressures
would be significantly limited. The above factors raise substantial doubt about
the Company's ability to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

BASIS OF PRESENTATION

The accompanying consolidated financial statements include the accounts of the
Company and its wholly owned subsidiary. All significant intercompany balances
and transactions have been eliminated in consolidation.

USE OF ESTIMATES

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

CASH AND CASH EQUIVALENTS

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

FAIR VALUE OF FINANCIAL INSTRUMENTS

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

PROPERTY AND EQUIPMENT

Property and equipment is stated at cost. Depreciation is computed accelerated
methods based upon the estimated useful life of the asset, primarily three
years.

SOFTWARE

Software capitalization is stated at cost. Amortization is computed on the
straight-line method based upon the estimated useful life of the asset,
primarily seven years. Statement of Financial Accounting Standards No. 86,
"Accounting for the Cost of Computer Software to be Sold, Leased, or Otherwise
Marketed" ("SFAS 86"), provides for the capitalization of certain software
development costs incurred after technological feasibility of the software is
established. The Company capitalized no development cost during the years ended
September 30, 2004 and September 30, 2003. The Company evaluates the net
realizable value of the capitalized software based on estimated future
undiscounted cash flows.


                                       F-7

<PAGE>

                                CAMINOSOFT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

REVENUE RECOGNITION

Revenue is recognized when persuasive evidence of an arrangement exists,
delivery has occurred, the fee is fixed or derterminable, and collectibility 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 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.

RESEARCH AND DEVELOPMENT

Research and development costs, which consist primarily of software development
costs, are expensed as incurred and amounted to $284,410 and $332,323 for the
years ended September 30, 2004 and 2003 respectively.

ADVERTISING

Advertising costs are charged to expense as incurred and such costs were $35,044
and $23,500 for the years ended September 30, 2004 and 2003, respectively.

IMPAIRMENT OF LONG-LIVED ASSETS

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

STOCK-BASED COMPENSATION

The Company accounts for employee stock options or similar equity instruments in
accordance with Statement of Financial Accounting Standards No. 123, "Accounting
for Stock-Based Compensation" ("SFAS No. 123") and Interpretation No. 44,
"Accounting for Certain Transactions Involving Stock Compensation, in
Interpretation of APB 25" ("FIN 44"). SFAS No. 123 defines a fair-value-based
method of accounting for employee stock options or similar equity instruments.
This statement gives entities a choice to recognize related compensation expense
by adopting the new fair-value method or to measure compensation using the
intrinsic value method under Accounting Principles Board Opinion No. 25
"Accounting for Stock Issued to Employees", ("APB25") the former standard. If
the former standard for measurement is elected, SFAS No. 123 requires
supplemental disclosure to show the effect of using the new measurement
criteria. The Company currently uses the disclosure standards of SFAS 123 but
accounts for stock based compensation using APB 25.


                                       F-8

<PAGE>

                                CAMINOSOFT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

All stock options issued to employees have an exercise price not less than the
fair market value of the Company's common stock on the date of the grant, and in
accordance with accounting for such options utilizing the intrinsic value method
there is no related compensation expense recorded in the Company's financial
statements. Had compensation cost for stock-based compensation been determined
based on the fair value on the grant dates consistent with the method of SFAS
123, the Company's net loss and loss per share for the years ended September 30,
2004 and 2003 would have been increased to the pro forma amounts presented:

                                                  2004           2003
                                               -----------    -----------
Net loss, as reported                          $(2,144,075)   $(2,164,199)
Add: Stock-based employee compensation
included in reported net loss                           --             --
Deduct: Total stock-based
employee compensation expense determined
under fair value based method for all award       (541,950)      (276,547)
                                               -----------    -----------
Net loss, pro forma                            $(2,686,025)   $(2,440,746)
                                               ===========    ===========

Basic and diluted net loss per common share,
as reported                                    $      (.17)   $      (.22)
pro forma                                      $      (.22)   $      (.25)

The fair value of option grants is estimated on the date of grant utilizing the
Black-Scholes option-pricing model with the following weighted average
assumptions for grants in 2004 and 2003, expected life of options were between 3
years and 8 years, expected volatility ranged from 95.3% to 95.37%,
respectively, risk-free interest rate of 2.41% to 3.18% in 2004 and 1.95% to
2.51% in 2003, and a 0% dividend yield. The weighted average fair value on the
date of grants for options and warrants granted during 2004 was $0.52 per unit.
The weighted average fair value of the options and warrants granted in 2003 were
$0.57 per unit.

EARNINGS (LOSS) PER SHARE

The Company computes earnings (loss) per common share under Statement of
Financial Accounting Standards No. 128, "Earnings per Share" (SFAS No. 128),
which requires presentation of Basic and Diluted earnings (loss) per share.
Basic earnings (loss) per share includes no dilution and is computed by dividing
income (loss) available to common shareholders by the weighted average number of
common shares outstanding for the period. Diluted earnings (loss) per share
reflects the potential dilution of securities that could share in the earnings
of an entity, such as stock options, warrants or convertible debentures, unless
antidilutive. At September 30, 2004 and 2003, options and warrants to purchase
10,289,337 and 3,665,000 and shares, respectively were outstanding, but were not
included in the computation of diluted (loss) per common share as the effect
would be antidilutive.


                                       F-9

<PAGE>

                                CAMINOSOFT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

GUARANTEES

      In November 2002, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others ("FIN 45").
FIN 45 requires a guarantor to recognize a liability, at the inception of the
guarantee and also include more detailed disclosures with respect to guarantees,
including additional disclosures relating to product warranty liabilities. The
following is a summary of the Company's agreements that the Company has
determined is within the scope of FIN 45.

      Under its bylaws, the Company has agreed to indemnify its officers and
directors for certain events or occurrences arising as a result of the officer
or director's serving in such capacity. The maximum potential amount of future
payments the Company could be required to make under these indemnification
agreements is unlimited. However, the Company has a directors and officers
liability insurance policy that limits its exposure and enables it to recover a
portion of any future amounts paid. As a result of its insurance policy
coverage, the Company believes the estimated fair value of these indemnification
agreements is minimal and has no liability recorded for these agreements as of
September 30, 2004.

      The Company enters into indemnification provisions under its agreements
with other companies in its ordinary course of business, typically business
partners, contractors, customers, landlords and its agreements with investors.
Under these provisions the Company generally indemnifies and hold harmless the
indemnified party for losses suffered or incurred by the indemnified party as a
result of the Company's activities or, in some cases, as a result of the
indemnified party's activities under the agreement. These indemnification


                                      F-10

<PAGE>

                                CAMINOSOFT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

provisions often include indemnifications relating to representations made by
the Company with regard to intellectual property rights. These indemnification
provisions generally survive the termination of the underlying agreement. The
maximum potential amount of future payments the Company could be required to
make under these indemnification provisions is unlimited. The Company has not
incurred material costs to defend lawsuits or settle claims related to these
indemnification provisions. As a result, the Company believes the estimated fair
value of these provisions is minimal. Accordingly, the Company has no
liabilities recorded for these agreements as of September 30, 2004.

NEW ACCOUNTING PRONOUNCEMENTS

      In December 2003, the SEC issued SAB 104, which supercedes SAB 101. While
the wording of SAB 104 has changed to reflect the issuance of Emerging Issues
Task Force Issue No. 00-21 "Accounting for Revenue Arrangements with Multiple
Deliverables" (EITF 00-21), the revenue recognition principles of SAB 101 remain
largely unchanged by the issuance of SAB 104. The adoption of SAB 104 did not
have a material effect on the Company's financial condition or results of
operations.

      In December 2003, the FASB issued Interpretation 46R ("FIN 46R"), a
revision to Interpretation 46, Consolidation of Variable Interest Entities. FIN
46R clarifies some of the provisions of FIN 46 and exempts certain entities from
its requirements. FIN 46R is effective at the end of the first interim period
ending after March 15, 2004. Entities that have adopted FIN 46 prior to this
effective date can continue to apply the provisions of FIN 46 until the
effective date of FIN 46R or elect early adoption of FIN 46R. The adoption of
FIN 46R did not have a material impact on the Company's financial statements.

      In December 2004, the FASB issued SFAS 123R "Share-Based Payment," a
revision to FASB No. 123, SFAS 123R replaces existing requirements under SFAS
No. 123 and APB Opinion NO. 25, and requires public companies to recognize the
cost of employee services received in exchange for equity instruments, based on
the grant-date fair value of those instruments, with limited exceptions. SFAS
123R also affects the pattern in which compensation cost is recognized, the
accounting for employee share purchase plans, and the accounting for income tax
effects of share-based payment transactions. For small-business filers, SFAS
123R will be effective for interim periods beginning after December 15, 2005.
The Company is currently determining what impact the proposed statement would
have on its results of operations and financial position.

NOTE 2 - PROPERTY AND EQUIPMENT


                                      F-11

<PAGE>

                                CAMINOSOFT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Property and equipment consists of the following:

                                                            September 30,
                                                     --------------------------
                                                       2004              2003
                                                     --------          --------

Furniture and fixtures                               $ 13,084          $ 13,084
Test and training equipment                            59,696            30,032
                                                     --------          --------

                                                       72,780            43,116
Less accumulated depreciation                         (31,730)          (21,986)
                                                     --------          --------

                                                     $ 41,050          $ 21,130
                                                     ========          ========

Property and equipment are depreciated on an accelerated basis with an average
useful life of three years.

NOTE 3 - SOFTWARE

On September 17 1999, the Company acquired the assets (the "Camino Assets") of
Camino Software Systems, Inc. ("Camino") for 468,000 shares of the Company's
common stock valued at $187,200 and assumed $315,172 of certain Camino
liabilities. The Camino Assets consisted of the name, Camino Software Systems,
Inc., the data storage management software, certain business contracts and
intangible personal property. The Company has allocated all amounts paid and
assumed in the amount of $502,372 to the cost of software. The software is being
amortized over seven years. Net book value of the original purchased software at
September 30, 2004 and 2003 is $143,517 and $215,089, respectively.

During the years ended September 30, 2004 and 2003 there was no development cost
capitalized. The software is being amortized over seven years. The net book
value for software at September 30, 2004 and 2003 is $348,561 and $466,773,
respectively, which includes the original software purchase of the Camino Assets
plus additional capitalization prior to fiscal year 2003.

                                                            September 30,
                                                    ---------------------------
                                                       2004              2003
                                                    ---------         ---------

Software                                            $ 827,390         $ 827,390

Less accumulated amortization                        (478,829)         (360,617)
                                                    ---------         ---------

                                                    $ 348,561         $ 466,773
                                                    ---------         ---------

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

NOTE 4 - NOTES PAYABLE

During the year ended September 30, 2002, a warrant to purchase 500,000 shares
of common stock was extended three years in conjunction with additional
financing for the Company (see below). The estimated value of the warrant
($176,224) was recorded as debt discount on the Company's financial statements
and is being amortized over the term of the debenture.


                                      F-12

<PAGE>

                                CAMINOSOFT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In December 2002, the Company issued a 6% convertible debenture for up to
$1,000,000. The Company made monthly draws based on cash flow to replenish
operating funds. The full amount was drawn during the current fiscal year.
Interest of 6% per annum will be paid in monthly installments for three years
based on the unpaid principal balance. The debenture matures on November 27,
2005, at which time the unpaid principal amount and all accrued and unpaid
interest will become due and payable in full. The debenture is convertible into
shares of the Company's common stock, with the initial conversion price of $1.00
per share. However if the five day average closing price for the Company's
common stock immediately prior to a disbursement is below the $1.00 initial
conversion price, the average closing price for such period shall become the
conversion price. The funds were used to help fund operations and accelerate the
business plan. As of September 30, 2004, the Company 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.

During July 2003, the Company issued a 6% convertible debenture for up to
$750,000. The Company made a single draw for the full amount of the debenture to
replenish operating funds. Interest at a rate of 6% per annum is payable in
monthly installments for 26 months based on the unpaid principal balance. The
debenture matures on November 27, 2005, at which time the unpaid principal
amount and all accrued and unpaid interest will become due and payable in full.
The debenture is convertible, 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 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 the Company had borrowed $750,000, the entire amount
available.

         During July 2004, the Company issued 5 year warrants to purchase
1,415,094 shares of common stock at $0.53 per share. The warrants, valued at
$311,953 using the Black Scholes method were issued in conjunction with a
$750,000 two year loan (Note 5). The loan matures on July 19, 2006 at which time
the unpaid principal and all accrued and unpaid interest will become due and
payable. The note calls for monthly interest payments of 7% of the outstanding
principal balance beginning September 1, 2004. The value of the warrants were
recorded on the Company's financial statements as debt discount and will be
expensed ratably over the term of the loan.


Annual principal payments for fiscal years 2005 and 2006 are as follows:

         Year ending September 30,
         -------------------------
                  2005                                        $       --
                  2006                                         2,500,000
                  ------------------------------------------------------
Total                                                         $2,500,000
                                                              ----------


                                      F-13

<PAGE>

                                CAMINOSOFT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - SHAREHOLDER'S EQUITY

During the year ended September 30, 2003, the Company issued 6,200 shares of
common stock with a value of $5,952 for consulting services rendered during the
year, this amount was recorded as an expense on the Company's financial
statements.

During the year ended September 30, 2003, the Company issued four year warrants
to purchase 80,000 shares for $0.51 per share with a value of $14,126 for
services rendered, this amount was recorded on the Company's financial
statements.

During the year ended September 30, 2003, the Company issued 1,218,000 options
to purchase the Company's common stock at prices ranging from $0.44 to $1.30 to
employees and directors under the year 2000 employee stock option plan.

During the year ended September 30, 2004, the Company issued 3,243,243 warrants
to purchase the Company's common stock at prices ranging from $0.74 to $1.11 to
investors in a private placement of 3,243,243 shares of the Company's common
stock for $1,200,000.

During the year ended September 30, 2004, the Company issued 1,415,094 warrants
to purchase the Company's common stock at $0.53 per share with a fair value of
$311,953 in connection with a 7% 2 year $750,000 loan to the Company (Note 4).
The fair value was recorded as debt discount on the Company's financial
statements and is being amortized over the term of the loan.

During September 2004, the Company issued 340,136 shares of stock as commitment
shares as part of an equity financing. The commitment shares are part of a
common stock purchase agreement which will allow the Company to draw up to
$6,000,000 through daily sales of the Common Stock. The Company has agreed to
register 3,680,272 shares which include the commitment shares to sell during a
30 month period. The fair value of the issued shares was $187,075, this amount
was recorded as deferred financing costs on the Company's financial statements
and will be amortized against proceeds received over the term of the commitment.

During the year ended September 30, 2004, the Company issued 2,476,000 options
to purchase the Company's common stock at prices ranging from $0.41 to $0.63 to
employees and directors under the year 2000 employee stock option plan.


                                      F-14

<PAGE>

                                CAMINOSOFT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The option summary and changes during the year are presented below:
                                                                       Weighted
                                                                        Average
                                                       Number of       Exercise
                                                        Shares           Price
                                                       ----------     ----------
Options outstanding
       At September 30, 2002                            1,658,000     $     2.47

Options granted                                         1,218,000           0.57
Options expired                                          (103,000)          0.90
                                                       ----------     ----------
Options outstanding
     At September 30, 2003                              2,773,000     $     1.69

Options granted                                         2,476,000           0.56
Options expired                                          (265,000)          2.92
                                                       ----------     ----------
Options outstanding
     At September 30, 2004                              4,984,000     $     1.07
                                                       ----------     ----------
Options exercisable
     At September 30, 2004                              2,739,000     $     1.46
                                                       ----------     ----------

The following table summarizes information about employee's stock options
outstanding at September 30, 2004.


                     Outstanding                         Exercisable
              --------------------------           -------------------------
                        Weighted Average           Weighted Average
Exercise                 Life           Exercise                    Exercise
 Price         Options  (Months)          Price    Options           Price
--------      --------  --------        --------   --------        --------

$0.41          569,000      62          $   0.41    170,000        $   0.41
 0.44          587,000      62              0.44    450,500            0.44
 0.45            5,000      62              0.45       --              --
 0.51          200,000      62              0.51       --              --
 0.52           85,000      62              0.52     85,000            0.52
 0.55          302,000      62              0.55    300,000            0.55
 0.56          148,000      62              0.56    148,000            0.56
 0.61          340,000      62              0.61    340,000            0.61
 0.63        1,400,000      62              0.63       --              --
 0.90           95,000      62              0.90     23,750            0.90
 0.95          319,500      62              0.95    309,750            0.95
 1.04            2,000      62              1.04      1,000            1.04
 1.25           25,000      62              1.25     12,500            1.25
 1.30           15,000      62              1.30      7,500            1.30
 1.55          300,000      62              1.55    300,000            1.55
 3.38            2,000      62              3.38      1,500            3.38
 3.56           56,000      62              3.56     56,000            3.56
 3.63           65,000       2              3.63     65,000            3.63
 3.87          318,500      62              3.87    318,500            3.87
 5.00          150,000      62              5.00    150,000            5.00
-----------   --------                  --------  ---------        --------
$0.41-$5.00  4,984,000                  $   1.07  2,739,000        $   1.46
-----------   --------                  --------  ---------        --------


The warrant summary and changes during the year are presented below:

                                                           Weighted
                                                            Average
                                        Number of          Exercise
                                          Shares             Price
                                        ---------          --------
Warrants outstanding
     At September 30, 2002                872,000          $   1.78
Warrants granted                           80,000              0.51
Warrants expired                          (60,000)             0.51
                                        ---------          --------
Warrants outstanding
     At September 30, 2003                892,000          $   1.75
Warrants granted                        4,658,337              0.81
Warrants expired                         (245,000)             3.56
                                        ---------          --------
Warrants outstanding
     At September 30, 2004              5,305,337          $   0.84
                                        =========          ========
Warrants exercisable
     At September 30, 2004              5,305,337          $   0.84
                                        =========          ========


                                      F-15

<PAGE>

                                CAMINOSOFT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The following table summarizes information about warrants outstanding at
September 30, 2004.

                          Outstanding                         Exercisable
                   --------------------------           ------------------------
                             Weighted Average           Weighted Average
Exercise                      Life           Exercise                   Exercise
 Price             Warrants  (Months)          Price    Warrants         Price
--------           --------  --------        --------   --------        --------

0.51                 20,000      62          $   0.51     20,000        $   0.51
0.53              1,415,094      58              0.53  1,415,094            0.53
0.73                  5,000       9              0.73      5,000            0.73
0.74              1,621,623      50              0.74  1,621,623            0.74
0.95                 50,000      62              0.95     50,000            0.95
1.00                500,000      11              1.00    500,000            1.00
1.11              1,621,620      50              1.11  1,621,620            1.11
1.55                 30,000      62              1.55     30,000            1.55
2.00                 42,000       7              2.00     42,000            2.00
-------------     ---------                  --------  ---------        --------
$0.51 - $2.00     5,305,337                  $   0.84  5,305,337        $   0.84
=============     =========                  ========  =========        ========


NOTE 6 - RELATED PARTY TRANSACTION

During the fiscal year ended September 30, 2003, the Company signed a consulting
agreement with Mr. Walter Kornbluh (director), to provide consulting services to
the Company reporting to the Chairman of the Board of Directors and the Chief
Executive Officer. The contract is for two years beginning August 1, 2003, at a
rate of $2,500 per month.

During the fiscal year ended September 30, 2003, the Company signed a two year
employment agreement with Mr. Stephen Crosson to be the Chief Executive Officer
of the Company reporting to the Chairman of the Board of Directors. The contract
is for two years beginning August 1, 2003, with an annual salary of $150,000 per
year and the possibility of bonuses at the discretion of the Board of Directors.
The agreement was amended on April 19, 2004. Mr. Crosson receives $12,500 per
month and will receive a bonus fee of 1% of any acquisition price or licensing
fee over $1,000,000 paid to the Company. If Mr Crosson is terminated without
cause he will receive salary and benefits for up to 6 months after termination.

During the Fiscal year ended September 30, 2004, the Company entered into an at
will employment agreement with Michael Skelton (C.E.O. & Director), Mr. Skelton
will receive $14,000 per month salary for an indeterminate period of time. The
contract may be terminated by the Company or Mr. Skelton at any time. If Mr.
Skelton is terminated without cause he will receive salary and benefits for up
to 6 months after termination.


                                      F-16

<PAGE>

                                CAMINOSOFT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 7 - COMMITMENTS AND CONTINGENCIES

OPERATING LEASES

The Company leases its facilities under noncancelable operating leases expiring
at various dates through 2006. Future minimum rental payments required under
noncancelable operating leases at September 30, 2004 are as follows:


Year Ending September 30,                            Amount
-------------------------                           --------
         2005                                        120,037
         2006                                         82,685
         ---------------------------------------------------
                                                    $202,722

Total rent expense for the years ended September 30, 2004 and 2003 amounted to
$153,658 and $130,958, respectively.

LITIGATION

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.

NOTE 8 - INCOME TAXES

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

                                                    September 30,
                                                  ------------------
                                                   2004       2003
                                                  -------    -------
Federal statutory tax rate                           (34%)      (34%)
State tax, net of federal benefit                     (6%)       (6%)
Permanent differences                                 (1%)      --

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

At September 30, 2004, the Company has available net operating loss
carry-forwards of approximately $17,000,000 for federal income tax purposes and
$10,000,000 for state income tax purposes which expire in varying amounts
through 2024. 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, 2004 were
$6,241,558 and primarily arise from the Company's net operating loss carry
forwards. A valuation allowance of $6,241,558 was provided because management
believes that the deferred tax assets are more likely than not to be unrealized.


                                      F-17

<PAGE>


Note 9 - RESTATEMENT

Subsequent to issuance of its 2004 financial statements, the Company corrected
an error in its consolidated balance sheets as of September 30, 2004 and 2003 to
reclassify the fair value, net of accumulated amortization, of warrants issued
in connection with the notes payable from deferred financing costs to discount
on notes payable. The following table presents certain financial information for
fiscal years 2004 and 2003 as originally stated in their reports on Form 10-KSB,
the adjustments subsequently made and the information as restated:


                                   As
                                   Originally     Restatement       As
                                   Reported       Adjustment        Restated

                                   ---------------------------------------------
Year ended September 30, 2004

Deferred financing costs
                                   $  546,461       ($359,386)      $  187,075
Notes Payable
                                   $2,500,000       ($359,386)      $2,140,614
Year ended September 30, 2003

Deferred financing costs           $  132,169       ($132,169)      $        0

Notes Payable                      $1,750,000       ($132,169)      $1,617,831


NOTE 10 - RESTATEMENT OF PREVIOUS QUARTERS (UNAUDITED)

The Company has restated its financial statements for the first three quarters
of 2004 and 2003. The following table presents certain financial information for
each quarter of fiscal years 2004 and 2003 as originally stated in their reports
on Form 10-QSB, the adjustments subsequently made and the information as
restated:

                                   As
                                   Originally     Restatement       As
                                   Reported       Adjustment        Restated
                                   -------------------------------------------
Quarter ended June 30, 2004

Deferred financing costs
                                   $   88,114        ($88,114)      $        0
Notes Payable
                                   $1,750,000        ($88,114)      $1,661,886

Quarter ended March 31, 2004

Deferred financing costs           $  102,799       ($102,799)      $        0

Notes Payable                      $1,750,000       ($102,799)      $1,647,201

Quarter ended December 31, 2003

Deferred financing costs           $  117,484       ($117,484)      $        0

Notes Payable                      $1,750,000       ($117,484)      $1,632,516

Quarter ended June 30, 2003

Deferred financing costs           $  146,854       ($146,854)      $        0

Notes Payable                      $1,000,000       ($146,854)      $  853,146

Quarter ended March 31, 2003

Deferred financing costs           $  161,539       ($161,539)      $        0

Notes Payable                      $  644,000       ($161,539)      $  482,461

Quarter ended December 31, 2002

Deferred financing costs           $  176,224       ($176,224)      $        0

Notes Payable                      $  127,000       ($176,224)      $  (49,224)


The restatements are to reclassify the fair value, net of accumulated
amortization, of warrants issued in connection with notes payable from deferred
financing costs to discount on notes payable.


                                      F-18

<PAGE>

Item 8 A.         CONTROLS AND PROCEDURES

(a)   Evaluation of Disclosure Controls and Procedures

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

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

      As reported in our Current Report on Form 8-K, dated June 23, 2005, in the
      course of a review of our disclosure controls and procedures, we became
      aware that our reporting for deferred financing costs and discount on
      notes payable was not consistent with accounting principles generally
      accepted in the United States of America ("GAAP"). After investigating the
      matter and consulting with our current independent accountants, our
      management and the Audit Committee of the Board of Directors concluded
      that our disclosure controls and procedures as of the end of the period
      covered by this report were not effective. We remediated the material
      weakness in internal control over financial reporting by changing our
      disclosure controls and procedures for the reporting of deferred financing
      costs and discount on notes payable to conform to GAAP and disclosed the
      impact of such changes in Form 10-KSB/A, filed with the Securities and
      Exchange Commission on June 23, 2005.

(b)   Changes in Internal Controls

      There were no changes in the Company's internal controls or in other
      factors that could have significantly affected those controls that
      occurred during the Company's last fiscal quarter other than to remediate
      the material weakness described above.