##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(X) Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2002

OR

(   ) Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission file number 0-16569

CAM COMMERCE SOLUTIONS, INC.

(Exact name of registrant as specified in its Charter)

|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Delaware                                                       |  | 95-3866450                       
|(State or other jurisdiction
of incorporation or organization) |  | (IRS Employer
Identification No.)
|                                                              
|17075 Newhope Street
Fountain Valley, California               |  | 92708                            
|(Address of principal
Executive offices)                       |  | (Zip code)                       

(714) 241-9241

(Registrants telephone number including area code)

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.

Yes [X] No [   ]

As of June 30, 2002 there were 3,068,990 shares of common stock outstanding.





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TABLE OF CONTENTS



|                              |                                                                                               |                                                      |  |  |  |  |  | 
|----------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION
|                              | Item 1. Financial Statements                                                                 
|                              |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS               
|                              |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS     
|                              |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                              |                                                                                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|                              | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|PART II  OTHER INFORMATION  
|SIGNATURES                   
|EXHIBIT INDEX                
|EXHIBIT 99.1                 



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CAM COMMERCE SOLUTIONS, INC.

INDEX

|                                                                                             |                                                                                                     |  |             |      | 
|-------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------- |  | ----------- | ---- | 
|                                                                                             |                                                                                                     |  | Page Number
|PART I Financial Information                                                                 |                                                                                                     |  |             |     
|                                                                                            
|Item 1 Condensed Consolidated Financial Statements:                                          |                                                                                                     |  |             |     
|                                                                                            
|                                                                                             |  Condensed Consolidated Balance Sheets at June 30, 2002 and
September 30, 2001                     |  |             | 3    | 
|                                                                                             |  Condensed Consolidated Statements of Operations for the three
months ended June 30, 2002 and 2001 |  |             | 4    | 
|                                                                                             |  Condensed Consolidated Statements of Operations for the nine months
ended June 30, 2002 and 2001  |  |             | 5    | 
|                                                                                             |  Condensed Consolidated Statements of Cash Flows for the
nine months ended June 30, 2002 and 2001  |  |             | 6    | 
|                                                                                             |  Notes to Condensed Consolidated Financial Statements                                              |  |             | 7-10 | 
|                                                                                            
|Item 2 Managements Discussion and Analysis of Financial Condition and
Results of Operations |                                                                                                     |  | 11-12       |     
|                                                                                            
|PART II Other Information                                                                    |                                                                                                     |  | 13          |     
|                                                                                             |  Signature Page                                                                                    |  |             | 14   | 
|                                                                                            
|Exhibit 99.1 (Certification Pursuant to the Sarbanes-Oxley Act of 2002)                      |                                                                                                     |  |             |     

2



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PART I. FINANCIAL INFORMATION




Item 1. Financial Statements





CAM COMMERCE SOLUTIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(Unaudited)

|                                           |                                                                                                                                               |                      |                           |       |         |       |              |       |        |       | 
|------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------- | -------------------- | ------------------------- | ----- | ------- | ----- | ------------ | ----- | ------ | ----- | 
|                                           |                                                                                                                                               |                      |                           |       | JUNE 30 |       | SEPTEMBER 30
|                                           |                                                                                                                                               |                      |                           |       | 2002    |       | 2001        
|                                           |                                                                                                                                               |                      |                           |       |         |       |             
|ASSETS                                     |                                                                                                                                               |                      |                           |       |         |       |              |      
|Current assets:                            |                                                                                                                                               |                      |                           |       |         |       |              |      
|                                           | Cash and cash equivalents                                                                                                                     |                      | $                         | 8,695 |         |       | $            | 9,451 |       
|                                           | Marketable available-for-sale securities                                                                                                      |                      |                           | 1,496 |         |       |              |      |       
|                                           | Accounts receivable, net                                                                                                                      |                      |                           | 1,476 |         |       |              | 2,262 |       
|                                           | Inventories                                                                                                                                   |                      |                           | 413   |         |       |              | 465   |       
|                                           | Prepaid expenses                                                                                                                              |                      |                           | 104   |         |       |              | 124   |       
|                                           |                                                                                                                                               |                      |                           |       |         |       |              |      
|                                           |                                                                                                                                               | Total current assets |                           |       | 12,184  |       |              |       | 12,302 |      
|Property and equipment, net                |                                                                                                                                               |                      | 1,003                     |       |         |       | 763          |      
|Intangible assets, net                     |                                                                                                                                               |                      | 1,340                     |       |         |       | 1,323        |      
|Other assets                               |                                                                                                                                               |                      | 356                       |       |         |       | 408          |      
|                                           |                                                                                                                                               |                      |                           |       |         |       |              |      
|Total assets                               |                                                                                                                                               | $                    | 14,883                    |       |         | $     | 14,796       |      
|                                           |                                                                                                                                               |                      |                           |       |         |       |              |      
|LIABILITIES AND STOCKHOLDERS EQUITY       |                                                                                                                                               |                      |                           |       |         |       |              |      
|Current liabilities:                       |                                                                                                                                               |                      |                           |       |         |       |              |      
|                                           | Accounts payable                                                                                                                              |                      | $                         | 423   |         |       | $            | 733   |       
|                                           | Accrued compensation and related expenses                                                                                                     |                      |                           | 450   |         |       |              | 522   |       
|                                           | Customer deposits and deferred revenue                                                                                                        |                      |                           | 1,224 |         |       |              | 1,084 |       
|                                           | Other accrued liabilities                                                                                                                     |                      |                           | 191   |         |       |              | 255   |       
|                                           |                                                                                                                                               |                      |                           |       |         |       |              |      
|                                           |                                                                                                                                               |                      | Total current liabilities |       |         | 2,288 |              |       |        | 2,594 | 
|Long term liabilities:                     |                                                                                                                                               |                      |                           |       |         |       |              |      
|                                           | Notes payable                                                                                                                                 |                      |                           | 15    |         |       |              |      |       
|                                           |                                                                                                                                               |                      |                           |       |         |       |              |      
|Total liabilities                          |                                                                                                                                               |                      | 2,303                     |       |         |       | 2,594        |      
|Stockholders equity:                      |                                                                                                                                               |                      |                           |       |         |       |              |      
|                                           | Common stock, $.001 par value, 12,000
shares authorized, 3,069 shares issued and
outstanding at June 30, 2002 and
3,023 at September 30, 2001 |                      |                           | 3     |         |       |              | 3     |       
|Paid-in capital                            |                                                                                                                                               |                      | 13,784                    |       |         |       | 13,628       |      
|Accumulated other comprehensive loss       |                                                                                                                                               |                      | (11                       | )     |         |       |             |      
|Retained deficit                           |                                                                                                                                               |                      | (1,196                    | )     |         |       | (1,429       | )    
|                                           |                                                                                                                                               |                      |                           |       |         |       |              |      
|Total stockholders equity                 |                                                                                                                                               |                      | 12,580                    |       |         |       | 12,202       |      
|                                           |                                                                                                                                               |                      |                           |       |         |       |              |      
|Total liabilities and stockholders equity |                                                                                                                                               | $                    | 14,883                    |       |         | $     | 14,796       |      
|                                           |                                                                                                                                               |                      |                           |       |         |       |              |      

See accompanying notes.

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CAM COMMERCE SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)

|                                                             |                                                      |                                    |       |                    |       |         |        |       |       | 
|------------------------------------------------------------ | ---------------------------------------------------- | ---------------------------------- | ----- | ------------------ | ----- | ------- | ------ | ----- | ----- | 
|                                                             |                                                      |                                    |       | THREE MONTHS ENDED
|                                                             |                                                      |                                    |       |                   
|                                                             |                                                      |                                    |       | JUNE 30            |       | JUNE 30
|                                                             |                                                      |                                    |       | 2002               |       | 2001   
|                                                             |                                                      |                                    |       |                    |       |        
|REVENUES                                                     |                                                      |                                    |       |                    |       |         |        |      
|                                                             | Net hardware, software and installation revenues     |                                    | $     | 3,739              |       |         | $      | 3,633 |      
|                                                             | Net service revenues                                 |                                    |       | 1,644              |       |         |        | 1,345 |      
|                                                             |                                                      |                                    |       |                    |       |         |        |      
|                                                             |                                                      | Total net revenues                 |       |                    | 5,383 |         |        |       | 4,978 | 
|COSTS AND OPERATING EXPENSES                                 |                                                      |                                    |       |                    |       |         |        |      
|                                                             | Cost of hardware, software and installation revenues |                                    |       | 1,792              |       |         |        | 1,807 |      
|                                                             | Cost of service revenues                             |                                    |       | 663                |       |         |        | 707   |      
|                                                             |                                                      |                                    |       |                    |       |         |        |      
|                                                             |                                                      | Total cost of revenues             |       |                    | 2,455 |         |        |       | 2,514 | 
|                                                             | Selling, general and administrative expenses         |                                    |       | 2,542              |       |         |        | 2,546 |      
|                                                             | Research and development expenses                    |                                    |       | 409                |       |         |        | 456   |      
|                                                             | Asset impairment charge                              |                                    |       |                   |       |         |        | 1,899 |      
|                                                             |                                                      |                                    |       |                    |       |         |        |      
|                                                             |                                                      | Total costs and operating expenses |       |                    | 5,406 |         |        |       | 7,415 | 
|                                                             |                                                      |                                    |       |                    |       |         |        |      
|Operating income (loss)                                      |                                                      |                                    | (23   | )                  |       |         | (2,437 | )    
|Interest income                                              |                                                      |                                    | 60    |                    |       |         | 103    |      
|Gain on disposal of assets                                   |                                                      |                                    | 715   |                    |       |         |       |      
|                                                             |                                                      |                                    |       |                    |       |         |        |      
|Income (loss) before benefit for income taxes                |                                                      |                                    | 752   |                    |       |         | (2,334 | )    
|Benefit for income taxes                                     |                                                      |                                    |      |                    |       |         |       |      
|                                                             |                                                      |                                    |       |                    |       |         |        |      
|Net income (loss)                                            |                                                      | $                                  | 752   |                    |       | $       | (2,334 | )    
|                                                             |                                                      |                                    |       |                    |       |         |        |      
|Basic net income (loss) per share                            |                                                      | $                                  | 0.25  |                    |       | $       | (0.77  | )    
|                                                             |                                                      |                                    |       |                    |       |         |        |      
|Diluted net income (loss) per share                          |                                                      | $                                  | 0.23  |                    |       | $       | (0.77  | )    
|                                                             |                                                      |                                    |       |                    |       |         |        |      
|Shares used in computing basic net income (loss) per share   |                                                      |                                    | 3,062 |                    |       |         | 3,020  |      
|Shares used in computing diluted net income (loss) per
share |                                                      |                                    | 3,221 |                    |       |         | 3,020  |      

See accompanying notes.

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CAM COMMERCE SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)

|                                                             |                                                      |                    |                                    |        |                   |        |         |        |        |        | 
|------------------------------------------------------------ | ---------------------------------------------------- | ------------------ | ---------------------------------- | ------ | ----------------- | ------ | ------- | ------ | ------ | ------ | 
|                                                             |                                                      |                    |                                    |        | NINE MONTHS ENDED
|                                                             |                                                      |                    |                                    |        |                  
|                                                             |                                                      |                    |                                    |        | JUNE 30           |        | JUNE 30
|                                                             |                                                      |                    |                                    |        | 2002              |        | 2001   
|                                                             |                                                      |                    |                                    |        |                   |        |        
|REVENUES                                                     |                                                      |                    |                                    |        |                   |        |         |       
|                                                             | Net hardware, software and installation revenues     |                    | $                                  | 10,178 |                   |        | $       | 11,001 |       
|                                                             | Net service revenues                                 |                    |                                    | 4,819  |                   |        |         | 4,228  |       
|                                                             |                                                      |                    |                                    |        |                   |        |         |       
|                                                             |                                                      | Total net revenues |                                    |        | 14,997            |        |         |        | 15,229 |       
|COSTS AND OPERATING EXPENSES                                 |                                                      |                    |                                    |        |                   |        |         |       
|                                                             | Cost of hardware, software and installation revenues |                    |                                    | 5,178  |                   |        |         | 5,717  |       
|                                                             | Cost of service revenues                             |                    |                                    | 2,109  |                   |        |         | 2,207  |       
|                                                             |                                                      |                    |                                    |        |                   |        |         |       
|                                                             |                                                      |                    | Total cost of revenues             |        |                   | 7,287  |         |        |        | 7,924  | 
|                                                             | Selling, general and administrative expenses         |                    |                                    | 7,386  |                   |        |         | 8,332  |       
|                                                             | Research and development expenses                    |                    |                                    | 1,366  |                   |        |         | 1,372  |       
|                                                             | Asset impairment charge                              |                    |                                    |       |                   |        |         | 1,899  |       
|                                                             |                                                      |                    |                                    |        |                   |        |         |       
|                                                             |                                                      |                    | Total costs and operating expenses |        |                   | 16,039 |         |        |        | 19,527 | 
|                                                             |                                                      |                    |                                    |        |                   |        |         |       
|Operating loss                                               |                                                      |                    | (1,042                             | )      |                   |        | (4,298  | )     
|Interest income                                              |                                                      |                    | 185                                |        |                   |        | 381     |       
|Gain on disposal of assets                                   |                                                      |                    | 715                                |        |                   |        |        |       
|                                                             |                                                      |                    |                                    |        |                   |        |         |       
|Loss before benefit for income taxes                         |                                                      |                    | (142                               | )      |                   |        | (3,917  | )     
|Benefit for income taxes                                     |                                                      |                    | (375                               | )      |                   |        |        |       
|                                                             |                                                      |                    |                                    |        |                   |        |         |       
|Net income (loss)                                            |                                                      | $                  | 233                                |        |                   | $      | (3,917  | )     
|                                                             |                                                      |                    |                                    |        |                   |        |         |       
|Basic net income (loss) per share                            |                                                      | $                  | 0.08                               |        |                   | $      | (1.30   | )     
|                                                             |                                                      |                    |                                    |        |                   |        |         |       
|Diluted net income (loss) per share                          |                                                      | $                  | 0.07                               |        |                   | $      | (1.30   | )     
|                                                             |                                                      |                    |                                    |        |                   |        |         |       
|Shares used in computing basic net income (loss) per share   |                                                      |                    | 3,049                              |        |                   |        | 3,019   |       
|Shares used in computing diluted net income (loss) per
share |                                                      |                    | 3,204                              |        |                   |        | 3,019   |       

See accompanying notes.

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CAM COMMERCE SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

|                                                                                         |                                                   |   |                   |        |         |   |        |       |  
|---------------------------------------------------------------------------------------- | ------------------------------------------------- | - | ----------------- | ------ | ------- | - | ------ | ----- | -
|                                                                                         |                                                   |   | NINE MONTHS ENDED
|                                                                                         |                                                   |   |                  
|                                                                                         |                                                   |   | JUNE 30           |        | JUNE 31
|                                                                                         |                                                   |   | 2002              |        | 2001   
|                                                                                         |                                                   |   |                   |        |        
|Operating activities:                                                                    |                                                   |   |                   |        |         |   |        |      
|Net income (loss)                                                                        |                                                   | $ | 233               |        |         | $ | (3,917 | )    
|Adjustments to reconcile net income (loss) to net
cash provided by (used in) operations: |                                                   |   |                   |        |         |   |        |      
|                                                                                         | Depreciation and amortization                     |   |                   | 799    |         |   |        | 1,180 |  
|                                                                                         | Gain on disposal of assets                        |   |                   | (715   | )       |   |        |      |  
|                                                                                         | Loss on disposal of property, plant and equipment |   |                   | 9      |         |   |        |      |  
|                                                                                         | Provision for doubtful accounts                   |   |                   | (100   | )       |   |        |      |  
|                                                                                         | Asset impairment charge                           |   |                   |       |         |   |        | 1,899 |  
|                                                                                         | Net changes in operating assets and liabilities   |   |                   | 707    |         |   |        | 351   |  
|                                                                                         |                                                   |   |                   |        |         |   |        |      
|Net cash provided by (used in) operations                                                |                                                   |   | 933               |        |         |   | (487   | )    
|Investing activities:                                                                    |                                                   |   |                   |        |         |   |        |      
|                                                                                         | Purchase of property, plant and equipment         |   |                   | (616   | )       |   |        | (353  | )
|                                                                                         | Net proceeds from disposal of assets              |   |                   | 720    |         |   |        |      |  
|                                                                                         | Purchase of marketable securities                 |   |                   | (1,507 | )       |   |        |       |  
|                                                                                         | Business acquisition                              |   |                   | (156   | )       |   |        | (600  | )
|                                                                                         | Capitalized software                              |   |                   | (286   | )       |   |        | (190  | )
|                                                                                         |                                                   |   |                   |        |         |   |        |      
|Cash used in investing activities                                                        |                                                   |   | (1,845            | )      |         |   | (1,143 | )    
|Financing activities:                                                                    |                                                   |   |                   |        |         |   |        |      
|                                                                                         | Proceeds from exercise of stock options           |   |                   | 156    |         |   |        | 29    |  
|                                                                                         |                                                   |   |                   |        |         |   |        |      
|Cash provided by financing activities                                                    |                                                   |   | 156               |        |         |   | 29     |      
|                                                                                         |                                                   |   |                   |        |         |   |        |      
|Net decrease in cash and cash equivalents                                                |                                                   |   | (756              | )      |         |   | (1,601 | )    
|Cash and cash equivalents at beginning of period                                         |                                                   |   | 9,451             |        |         |   | 10,444 |      
|                                                                                         |                                                   |   |                   |        |         |   |        |      
|Cash and cash equivalents at end of period                                               |                                                   | $ | 8,695             |        |         | $ | 8,843  |      
|                                                                                         |                                                   |   |                   |        |         |   |        |      

See accompanying notes.

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CAM COMMERCE SOLUTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(In thousands, except per share data)
(Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and business

CAM Commerce Solutions Inc., (the Company), provides total commerce solutions
for small to medium size, traditional and web retailers that are based on the
Companys open architecture software products for managing inventory, point of
sale, sales transaction processing and accounting. In addition to software,
these solutions often include hardware, installation, training and service
provided by the Company.

Presentation of condensed consolidated financial statements

The accompanying financial statements of the Company for the three and nine
months ended June 30, 2002 and 2001 are unaudited. In the opinion of
management, all adjustments necessary for a fair presentation of such financial
statements have been included. Such adjustments consisted only of normal
recurring items. Interim results are not necessarily indicative of results for
a full year. The condensed consolidated financial statements and notes are
presented as permitted by Form 10-Q and, therefore, should be read in
conjunction with the Companys annual report on Form 10-K for the year ended
September 30, 2001. Effective April 1, 2001 CAM Commerce Solutions, Inc.
dissolved its wholly-owned subsidiary MicroBiz Corporation (MicroBiz) and
have incorporated the product and operations into CAM.

Inventories

Inventories are stated at the lower of cost or market determined on a first-in,
first-out basis, or net realizable value, and are composed of electronic point
of sale hardware and computer equipment used in the sale and service of the
Companys products.

Marketable securities

All investment securities are considered to be available-for-sale and are
carried at fair value. Management determines classification at the time of
purchase and re-evaluates its appropriateness at each balance sheet date. The
Companys marketable securities consist of debt instruments that bear interest
at various rates. As of June 30, 2002, gross unrealized losses on securities
available-for-sale were $11. There were no realized gains (losses) for the
nine month period ended June 30, 2002.

Comprehensive income (loss)

|                                      |                                          |  |               |     |               |  |        |   |      |  |     |     |   |  |        |   | 
|------------------------------------- | ---------------------------------------- |  | ------------- | --- | ------------- |  | ------ | - | ---- |  | --- | --- | - |  | ------ | - | 
|                                      |                                          |  | THREE MONTHS  |     | NINE MONTHS  
|                                      |                                          |  | ENDED JUNE 30 |     | ENDED JUNE 30
|                                      |                                          |  |               |     |              
|                                      |                                          |  | 2002          |     | 2001          |  | 2002   |   | 2001
|                                      |                                          |  |               |     |               |  |        |   |     
|Net income (loss)                     |                                          |  | 752           |     |               |  | (2,334 | ) |      |  | 233 |     |   |  | (3,917 | )
|Accumulated other comprehensive loss: |                                          |  |               |     |               |  |        |   |      |  |     |     |   |  |        |  
|                                      | Unrealized loss on marketable securities |  |               | (11 | )             |  |        |  |      |  |     | (11 | ) |  |        |  | 
|                                      |                                          |  |               |     |               |  |        |   |      |  |     |     |   |  |        |  
|Comprehensive income (loss)           |                                          |  | 741           |     |               |  | (2,334 | ) |      |  | 222 |     |   |  | (3,917 | )

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CAM COMMERCE SOLUTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(In thousands, except per share data)
(Unaudited)

Statements of cash flows

Net changes in operating assets and liabilities as shown in the condensed
consolidated statements of cash flows are as follows:

|                                                |  |                   |      |         |  |   |      |  
|----------------------------------------------- |  | ----------------- | ---- | ------- |  | - | ---- | -
|                                                |  | NINE MONTHS ENDED
|                                                |  |                   |     
|                                                |  | JUNE 30           |      | JUNE 30
|                                                |  | 2002              |      | 2001   
|                                                |  |                   |      |        
|(Increase) decrease in:                         |  |                   |      |         |  |   |      |  
|Accounts receivable                             |  | $                 | 886  |         |  | $ | (210 | )
|Inventories                                     |  |                   | 87   |         |  |   | 191  |  
|Prepaid expenses and other assets               |  |                   | 72   |         |  |   | 113  |  
|Increase (decrease) in:                         |  |                   |      |         |  |   |      |  
|Accounts payable                                |  |                   | (310 | )       |  |   | 67   |  
|Accrued compensation and related expenses       |  |                   | (72  | )       |  |   | 53   |  
|Customer deposits and deferred revenue          |  |                   | 93   |         |  |   | 316  |  
|Other accrued liabilities                       |  |                   | (49  | )       |  |   | (179 | )
|                                                |  |                   |      |         |  |   |      |  
|Net changes in operating assets and liabilities |  | $                 | 707  |         |  | $ | 351  |  
|                                                |  |                   |      |         |  |   |      |  

Income taxes paid during the nine months ended June 30, 2002 and 2001 were $10
and $0, respectively. There was no interest expense paid in the first nine
months of fiscal 2002 or 2001.

Net income (loss) per share

Basic net income (loss) per share is based upon the weighted average number of
common shares outstanding for each period presented. Diluted net income (loss)
per share is based upon the weighted average number of common shares and common
equivalent shares outstanding for each period presented. Common equivalent
shares include stock options and warrants assuming conversion under the
treasury stock method. Common equivalent shares are excluded from diluted
income (loss) per share if their effect is anti-dilutive. There are 455 options
and 350 warrants outstanding at June 30, 2002 that were excluded from the
computation because their effect is anti-dilutive. The computation of basic
and diluted net income (loss) per share for the three and nine month periods
ended June 30, 2002 and 2001 is as follows:

|                                                                    |                                                 |   |                    |       |         |   |        |       | 
|------------------------------------------------------------------- | ----------------------------------------------- | - | ------------------ | ----- | ------- | - | ------ | ----- | 
|                                                                    |                                                 |   | THREE MONTHS ENDED
|                                                                    |                                                 |   |                   
|                                                                    |                                                 |   | JUNE 30            |       | JUNE 30
|                                                                    |                                                 |   | 2002               |       | 2001   
|                                                                    |                                                 |   |                    |       |        
|Numerator:                                                          |                                                 |   |                    |       |         |   |        |      
|Net income (loss) for basic and diluted net income
(loss) per share |                                                 | $ | 752                |       |         | $ | (2,334 | )    
|                                                                    |                                                 |   |                    |       |         |   |        |      
|Denominator:                                                        |                                                 |   |                    |       |         |   |        |      
|Weighted-average shares outstanding                                 |                                                 |   | 3,062              |       |         |   | 3,020  |      
|                                                                    |                                                 |   |                    |       |         |   |        |      
|Denominator for basic net income (loss) per share:                  |                                                 |   |                    |       |         |   |        |      
|                                                                    | Weighted-average shares                         |   |                    | 3,062 |         |   |        | 3,020 | 
|Effect of dilutive securities:                                      |                                                 |   |                    |       |         |   |        |      
|Stock options                                                       |                                                 |   | 159                |       |         |   |       |      
|                                                                    |                                                 |   |                    |       |         |   |        |      
|Denominator for diluted net income (loss) per share:                |                                                 |   |                    |       |         |   |        |      
|                                                                    | Weighted average shares and assumed conversions |   |                    | 3,221 |         |   |        | 3,020 | 
|                                                                    |                                                 |   |                    |       |         |   |        |      
|Basic net income (loss) per share                                   |                                                 | $ | 0.25               |       |         | $ | (0.77  | )    
|                                                                    |                                                 |   |                    |       |         |   |        |      
|Diluted net income (loss) per share                                 |                                                 | $ | 0.23               |       |         | $ | (0.77  | )    
|                                                                    |                                                 |   |                    |       |         |   |        |      

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CAM COMMERCE SOLUTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(In thousands, except per share data)
(Unaudited)

Net income (loss) per share (continued)

|                                                                                                    |                         |   |                   |       |         |   |        |       | 
|--------------------------------------------------------------------------------------------------- | ----------------------- | - | ----------------- | ----- | ------- | - | ------ | ----- | 
|                                                                                                    |                         |   | NINE MONTHS ENDED
|                                                                                                    |                         |   |                  
|                                                                                                    |                         |   | JUNE 30           |       | JUNE 30
|                                                                                                    |                         |   | 2002              |       | 2001   
|                                                                                                    |                         |   |                   |       |        
|Numerator:                                                                                          |                         |   |                   |       |         |   |        |      
|Net income (loss) for basic and diluted net income
(loss) per share                                 |                         | $ | 233               |       |         | $ | (3,917 | )    
|                                                                                                    |                         |   |                   |       |         |   |        |      
|Denominator:                                                                                        |                         |   |                   |       |         |   |        |      
|Weighted-average shares outstanding                                                                 |                         |   | 3,049             |       |         |   | 3,019  |      
|                                                                                                    |                         |   |                   |       |         |   |        |      
|Denominator for basic net income (loss) per share:                                                  |                         |   |                   |       |         |   |        |      
|                                                                                                    | weighted-average shares |   |                   | 3,049 |         |   |        | 3,019 | 
|Effect of dilutive securities:                                                                      |                         |   |                   |       |         |   |        |      
|Stock options                                                                                       |                         |   | 155               |       |         |   |       |      
|                                                                                                    |                         |   |                   |       |         |   |        |      
|Denominator for diluted net income (loss) per share
weighted average shares and assumed conversions |                         |   | 3,204             |       |         |   | 3,019  |      
|                                                                                                    |                         |   |                   |       |         |   |        |      
|Basic net income (loss) per share                                                                   |                         | $ | 0.08              |       |         | $ | (1.30  | )    
|                                                                                                    |                         |   |                   |       |         |   |        |      
|Diluted net income (loss) per share                                                                 |                         | $ | 0.07              |       |         | $ | (1.30  | )    
|                                                                                                    |                         |   |                   |       |         |   |        |      

Revenue Recognition Policy

The Company derives revenue from the sale of computer hardware, computer
software, post contract customer support (PCS), installation and consulting
services. System revenue from hardware and software sales is recognized at the
time of shipment. Service revenue allocable to PCS is recognized ratably on a
monthly basis over the period of the service contract. Consulting revenue is
recognized in the period the service is performed. The Company defers and
recognizes installation revenue upon completion of the installation process.

Acquisitions

In December 2001, the Company acquired certain assets of Addcash Systems to
expand sales in the San Franciso Bay Area. Addcash Systems sells and services
point of sale systems for small to medium size retailers. The acquisition was
accounted for using the purchase method of accounting. The Company paid $156
in cash for the acquisition and assumed liabilities of $47 from Addcash, of
which $135 has been capitalized as goodwill. Addcash Systems office location
is in Burlingame, California.

Disposal of Assets-Access Retail Management Division

In May 2002, the Company completed the sale of assets of Access Retail
Management for $800 in cash to Private Business Inc. Access Retail Management
provides merchandise planning services to retailers. The net gain from the sale
of assets totaled $715. Revenue from Access consulting services represented 3%
of the Companys revenues for fiscal year ended September 30, 2001. As part
of the purchase agreement, Private Business Inc. shall discontinue selling its
retail management point of sale system, and become a reseller of CAMs Retail
STAR point of sale system and X-Charge credit card processing services.

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CAM COMMERCE SOLUTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(In thousands, except per share data)
(Unaudited)

Long-Lived Assets

The Company records impairment losses on long-lived assets used in operations
when events and circumstances indicate that the assets might be impaired and
the undiscounted cash flows estimated to be generated by those assets are less
than the carrying amounts of those assets.

Effective fiscal year 2002, the Company adopted Statement of Financial
Accounting Standard No. 141, Business Combinations(Statement 141), No. 142,
Goodwill and Other Intangible Assets(Statement 142), and No. 144, Accounting
for the Impairment or Disposal of Long-Lived Assets(Statement 144). Under
the new rules, goodwill and intangible assets deemed to have indefinite lives
will no longer be amortized but, instead, will be subject to annual impairment
tests in accordance with Statement 142. Other intangible assets will continue
to be amortized over their useful lives. In accordance with Statement 144,
assets held for sale will be included in discontinued operations if the
operations and cash flows will be or have been eliminated from the ongoing
operations of the entity and the entity will not have any significant
continuing involvement in the operations of the components. The Company
believes the adoption of Statement 144 will not have a material impact on the
Companys results of operations or financial position.

During the quarter ended June 30, 2001, the Company performed a review for
impairment of all long-lived assets. Based on its evaluation, the Company
determined that all long-lived assets related to MicroBiz were fully impaired
and other long-lived assets related to ICS and capitalized software were
partially impaired. As a result, the Company recorded an impairment charge of
$1,899. The Company believes no additional impairment exists related to the
long-lived assets at June 30, 2002.

Intangible Assets

The Company capitalizes costs incurred to develop new marketable software and
enhance the Companys existing systems software. Costs incurred in creating
the software are charged to expense when incurred as research and development
until technological feasibility has been established through the development of
a detailed program design. Once technological feasibility has been
established, software production costs are capitalized and reported at the
lower of amortized cost or net realizable value.

Reclassifications

Certain reclassifications have been made to the 2001 financial statements to
conform with the fiscal 2002 presentation.

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Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations

CAM COMMERCE SOLUTIONS, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Three Months Ended June 30, 2002, as Compared to Three Months Ended June 30, 2001
Nine Months Ended June 30, 2002 as Compared to Nine Months Ended June 30, 2001

RESULTS OF OPERATIONS

NET REVENUESfor the three months ended June 30, 2002 increased 8% to $5.4
million, consisting of a 3% increase in system revenues and a 22% increase in
service revenues, compared to June 30, 2001. Net revenue for the nine months
ended June 30, 2002 decreased 2% to $15.0 million, consisting of a 7% decrease
in system revenues and a 14% increase in service revenues, compared to the same
period in 2001. The increase in system revenues compared to the three month
ended June 30, 2001 was related to more favorable pricing on system sales.
There were less new system sales in the nine months ended June 30, 2002
compared to the same period of 2001 due to more cautious attitude by retailers
to purchase capital equipment following the September 11 events. The increase
in service revenues in the three and nine months ended June 30, 2002 compared
to the same periods in 2001 was related to X-Charge credit card processing
revenue and the additional service revenues from the acquisition of Addcash
customer base.

GROSS MARGINfor the three and nine months ended June 30, 2002 was 54% and 51%,
respectively, compared to 49% for the three months and 48% for the nine months
ended June 30, 2001. Gross margin on system revenues for the three and nine
months ended June 30, 2002 increased to 52% and 49%, respectively, compared to
50% for the three months and 48% for the nine months ended June 30, 2001. The
increase in margin on system sales for the three and nine months ended June 30,
2002 was a result of lower discounts given on sales and personnel decreases in
installation, warehouse, and production departments. Gross margin for service
revenue was 60% and 56% for the three and nine months ended June 30, 2002,
respectively, compared to 47% and 48% for the same periods in 2001. The
increase in gross margin for service revenue was related to the X-Charge
recurring credit card processing revenue. This revenue has a lower cost
structure than the technical support service revenue, which yielded higher
margins.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSESexpressed as a percentage of net
revenues decreased for the three month period ended June 30, 2002 to 47%,
compared to 51% for the three month period ended June 30, 2001. Selling,
general and administrative expenses for the three months ended June 30, 2002
remained flat at $2.5 million, compared to the same period in 2001. Selling,
general and administrative expenses expressed as a percentage of net revenues
decreased for the nine month period ended June 30, 2002 to 49%, compared to 55%
for the same period in 2001. Selling, general and administrative expenses for
the nine months ended June 30, 2002 decreased 11% to $7.4 million, compared to
$8.3 million for the same period in 2001. The decrease in selling, general and
administrative expenses resulted from a decrease in personnel; a decrease in
sales and marketing expenses related to the elimination of separate marketing
and advertising for MicroBiz product and incorporating it with CAM marketing
channels; and a decrease in depreciation and amortization costs related to an
asset impairment write off recognized in the third quarter of 2001.

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CAM COMMERCE SOLUTIONS, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

RESEARCH AND DEVELOPMENT EXPENSESfor the three months ended June 30, 2002
decreased 10% to $409,000, compared to $456,000 for the three months ended June
30, 2001. The decrease was attributed to a decrease in research and
development expense related to the MicroBiz product and the increased
capitalization in software costs related to the development of new software
products and enhancement of existing software products. Research and
development expenses for the nine month period ended June 30, 2002 remained
flat at $1.4 million compared to the same period in 2001.

INCOME TAX BENEFITof $375,000 was recorded as of June 30, 2002 as a result of
a recent tax law revision related to net loss carrybacks. There was no
provision for income taxes based on the pre-tax loss for the nine months ended
June 30, 2002.

LIQUIDITY AND CAPITAL RESOURCES

The Companys cash and cash equivalents totaled $8.7 million on June 30, 2002,
compared to $9.5 million on September 30, 2001. The Company generated $933,000
from operations, expended $902,000 for fixed assets and capitalized software
development, used $156,000 for a business acquisition and $1.5 million for
purchase of marketable securities, and received $156,000 from the exercise of
stock options and $720,000 from the sale of Access division during the nine
months ended June 30, 2002, compared to the use of $487,000 for operations,
$543,000 for fixed assets and capitalized software development, and $600,000
for business acquisition and received $29,000 from the exercise of stock
options during the nine months ended June 30, 2001. The 2002 expenditure for
fixed assets was related to furnishings and leasehold improvements for the new
Corporate Headquarter office building.

Management believes the Companys existing working capital, coupled with funds
generated from the Companys operations, and funds raised from an equity
private placement in fiscal 2000, will be sufficient to fund its presently
anticipated working capital requirements for the foreseeable future.

Inflation has had no significant impact on the Companys operations.

This Item II section contains certain forward looking statements regarding the
Company, its business, liquidity, prospects and results of operations that are
subject to certain risks and uncertainties posed by many factors and events
that could cause the Companys actual business, liquidity, prospects and
results of operations to differ materially from those that may be anticipated
by such forward looking statements. All statements contained herein that are
not historical facts, including but not limited to, statements regarding
anticipated future revenue and expense levels, capital requirements, and the
Companys ability to generate cash from operations, are forward looking
statements based on current expectations. No assurances can be given that
events or results mentioned in any such forward looking statements will in fact
occur. Readers are cautioned not to place undue reliance on any
forward-looking statements, which speak only as of the date of this report.
The Company undertakes no obligation to revise any forward-looking statements
in order to reflect events or circumstances that may subsequently arise.
Readers are urged to carefully review and consider the various disclosures made
by the Company in this report and in the Companys other reports filed with the
Securities and Exchange Commission.

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CAM COMMERCE SOLUTIONS, INC.
PART II  OTHER INFORMATION

|            |  |               
|----------- |  | --------------
|Items 1 - 3 |  | Not Applicable

|       |  |                                                    
|------ |  | ---------------------------------------------------
|Item 4 |  | Submission of Matters to a Vote of Security Holders

On April 11, 2002, the Company held its annual meeting of shareholders. The
percentage of shares voted totaled 86% of the total outstanding shares. The
following items were voted upon at the annual meeting with the results of the
voting:

1. The election of five persons to serve on the Companys Board of Directors.
The term shall be until the next meeting of shareholders in 2003.

|                  |  |       |           |         |  |         |       |  |  |  |   | 
|----------------- |  | ----- | --------- | ------- |  | ------- | ----- |  |  |  | - | 
|                  |  | VOTES
|                  |  |      
|                  |  | For   |           | Against |  | Abstain
|                  |  |       |           |         |  |        
|Geoffrey D. Knapp |  |       | 2,620,900 |         |  |         | 7,300 |  |  |  |  | 
|Walter Straub     |  |       | 2,620,900 |         |  |         | 7,300 |  |  |  |  | 
|David Frosh       |  |       | 2,620,900 |         |  |         | 7,300 |  |  |  |  | 
|Corley Phillips   |  |       | 2,620,900 |         |  |         | 7,300 |  |  |  |  | 
|Scott Broomfield  |  |       | 2,620,900 |         |  |         | 7,300 |  |  |  |  | 

2. The ratification of the appointment of Ernst & Young LLP as the independent
auditors of the Company.

|          |  |         |       |         |  |  |       | 
|--------- |  | ------- | ----- | ------- |  |  | ----- | 
|VOTES    
|         
|For       |  | Against |       | Abstain
|          |  |         |       |        
|2,619,400 |  |         | 6,800 |         |  |  | 2,000 | 

|                        |  |                                                                        
|----------------------- |  | -----------------------------------------------------------------------
|Item 5                  |  | Not Applicable                                                         
|                       
|Item 6                  |  | Exhibits and Reports on Form 8-K                                       
|                       
|(A) Exhibits:           |  | Exhibit 99.1 (Certification Pursuant to the Sarbanes-Oxley Act of 2002)
|                       
|(B) Reports on Form 8-K |  | None                                                                   

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SIGNATURES

Pursuant to the requirements 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.

CAM COMMERCE SOLUTIONS, INC.(Registrant)

|                      |  |                                                                                 
|--------------------- |  | --------------------------------------------------------------------------------
|Date: August 13, 2002 |  | By /S/ Geoffrey D. Knapp

Geoffrey D. Knapp
Chief Executive Officer             
|                     
|                     
|Date: August 13, 2002 |  | By /S/ Paul Caceres Jr.

Paul Caceres Jr.
Chief Financial and
Accounting Officer

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EXHIBIT INDEX

|        |  |                                                         
|------- |  | --------------------------------------------------------
|Exhibit |  |                                                         
|No.     |  | Description                                             
|        |  |                                                         
|99.1    |  | Certification Pursuant to the Sarbanes-Oxley Act of 2002