Item 1. BUSINESS OVERVIEW
Prior to April 1, 2009, the Company had been engaged in the development, marketing and sale of data storage management software. Pursuant to a Stock Purchase Agreement dated as of January 26, 2009 (the “Purchase Agreement”) among the Company, CC Merger Corp. (the “Subsidiary”), a wholly owned subsidiary of the Company, and Stephen Crosson and Neil Murvin (collectively, the “Purchasers”), who are related parties, on March 31, 2009, (a) the Company transferred to the Subsidiary substantially all of its assets (the “Purchased Assets”), (b) the Purchasers purchased all of the outstanding shares of the Subsidiary, (c) the Subsidiary assumed all of the Company’s liabilities except any liability relating to indebtedness of the Company owed to funds advised by RENN Capital Group, Inc. (the “RENN Indebtedness”), and (d) the terms of all of the RENN Indebtedness which is not convertible into shares of the Company’s Common Stock were amended to make such indebtedness so convertible at $0.01 per share. The purchase price for the Purchased Assets was $1.00 in cash and 5% of the proceeds, if any, from the sale of all or substantially all of the voting stock of the Subsidiary Company; the sale of all or substantially all of the assets of the Subsidiary for; a merger, share exchange or similar transaction with an unrelated entity pursuant to which the acquiring entity on the equity holders thereof hold more than a majority of the outstanding voting shares of the merged or surviving company; or an initial public offering of the Subsidiary. The purchased assets included the name “CaminoSoft,” the data storage management software and personal property.
Effective October 9, 2009, all outstanding RENN Indebtedness (including accrued interest) was converted into an aggregate of 113,883,768 shares of unregistered common stock.
Effective April 21, 2009, in connection with the closing, the Company changed its name from CaminoSoft Corp. to CMSF Corp. and the number of authorized shares of common stock of the Company was increased to 500,000,000. As a result of the foregoing, the Company is now a “shell company” with a plan to seek a reverse merger with an operating company.
On May 24, 2010, CMSF Corp., a California corporation (“CMSF-California”) and its newly formed, wholly owned subsidiary, CMSF Corp., a Delaware corporation (“CMSF-Delaware”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which CMSF-California merged with and into CMSF-Delaware, with CMSF-Delaware being the surviving entity (the “Reincorporation Merger”). The closing of the Reincorporation Merger took place immediately upon satisfaction by CMSF-Delaware of all requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pertaining to the Reincorporation Merger (the “Effective Time” of the Reincorporation Merger). As a result of the Reincorporation Merger, the authorized shares of common stock of the Company was increased to 100,000,000,000 shares, the par value was changed to $0.000001 per share and the legal domicile of the surviving corporation was changed to Delaware.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of its liabilities. Through September 30, 2010, the Company has incurred accumulated losses of $22,419,518.
The Company’s ability to continue as a going concern is dependent upon its ability to develop additional sources of capital. The Company’s financial statements do not include any adjustments that might result from the outcome of these uncertainties.
The Company does not have sufficient resources to fund its operations for the next twelve months. The Company has no operations and is a public shell. The Company intends to pursue a reverse merger candidate with operations and growth to provide a new business as a public entity. However, the Company has not entered into any merger agreements and there can be no assurance that such an agreement can be entered into or on terms that would be favorable to the Company and its shareholders.
Item 2.
Item 2. PROPERTIES
As of the date of this filing the Company leases no offices with space, its mailing address is being provided by the former operational management.
Item 3.
Item 3. LEGAL PROCEEDINGS
The Company may, from time to time, be involved in legal proceedings, claims and litigation arising in the ordinary course of business. It is possible the outcome of such legal proceedings, claims and litigation could have a material effect on the operating results or cash flows when resolved in a future period. These matters are not expected to have a material adverse effect upon the Company’s financial statements.
Currently the Company has no ongoing legal proceedings.
Item 4.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company had no submission of matters to a vote of security holders during the fourth quarter of the current fiscal year.
PART II
Item 5.
Item 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Common Stock is currently traded in the Pink Sheets under the symbol “CMSF”. The following table sets forth the high and low sales prices for the Common Stock during the two most recent fiscal years. The prices reflect inter-dealer prices without retail mark-ups, mark-downs or commissions and may not represent actual transactions.
Common Stock Sales Prices
During the year ended September 30, 2009, the Company received approximately $245,000 from the sale of 24,604,881 shares of unregistered common stock to RENN Capital Group at a price of $0.01 per share (of which 2,792,481 shares were not issued as of September 30, 2009). The Company used the funds to complete the sale of the operations including all professional and other fees related to the sale and ongoing filings with the Securities and Exchange Commission.
Effective October 9, 2009, all outstanding indebtedness owed to funds advised by RENN Capital Group, Inc., was converted into an aggregate of 113,883,768 shares of the Company’s Common Stock. The indebtedness included $1,750,000 in a convertible debenture (which converted at the rate of $0.507820582 per share) and $1,100,000 in principal for promissory notes (which converted at the rate of $0.01 per share), and accrued but unpaid interest of $4,377.
During the year ended September 30, 2010, the Company received approximately $78,000 from the sale of 7,795,173 shares of unregistered common stock to Renn Capital Group at a price of $0.01 per share. The Company used the funds to pay professional and other fees related to the ongoing filings with the Securities and Exchange Commission.
All of the foregoing securities were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof and Regulation D promulgated thereunder. No commissions were paid.
As of September 30, 2010, there were 132 holders of record of the Company’s common stock. To date, the Company has not declared or paid any cash dividends with respect to its Common Stock
Item 6.
Item 6. SELECTED FINANCIAL DATA
Not Applicable
Item 7.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Annual Report.
OVERVIEW
Prior to April 1, 2009, the Company had been engaged in the development, marketing and sale of data storage management software. Pursuant to a Stock Purchase Agreement dated as of January 26, 2009 (the “Purchase Agreement”) among the Company, CC Merger Corp. (the “Subsidiary”), a wholly owned subsidiary of the Company, and Stephen Crosson and Neil Murvin (collectively, the “Purchasers”), who are related parties, on March 31, 2009, (a) the Company transferred to the Subsidiary substantially all of its assets (the “Purchased Assets”), (b) the Purchasers purchased all of the outstanding shares of the Subsidiary, (c) the Subsidiary assumed all of the Company’s liabilities except any liability relating to indebtedness of the Company owed to funds advised by RENN Capital Group, Inc. (the “RENN Indebtedness”), and (d) the terms of all of the RENN Indebtedness which is not convertible into shares of the Company’s Common Stock were amended to make such indebtedness so convertible at $0.01 per share. The purchase price for the Purchased Assets was $1.00 in cash and 5% of the proceeds, if any, from the sale of all or substantially all of the voting stock of the Subsidiary Company; the sale of all or substantially all of the assets of the Subsidiary for; a merger, share exchange or similar transaction with an unrelated entity pursuant to which the acquiring entity on the equity holders thereof hold more than a majority of the outstanding voting shares of the merged or surviving company; or an initial public offering of the Subsidiary. The purchased assets included the name “CaminoSoft,” the data storage management software and personal property.
Effective October 9, 2009, all outstanding RENN Indebtedness (including accrued interest) was converted into an aggregate of 113,883,768 shares of unregistered common stock.
Effective April 21, 2009, in connection with the closing, the Company changed its name from CaminoSoft Corp. to CMSF Corp. and the number of authorized shares of common stock of the Company was increased to 500,000,000. As a result of the foregoing, the Company is now a “shell company” with a plan to seek a reverse merger with an operating company.
On May 24, 2010, CMSF Corp., a California corporation (“CMSF-California”) and its newly formed, wholly owned subsidiary, CMSF Corp., a Delaware corporation (“CMSF-Delaware”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which CMSF-California merged with and into CMSF-Delaware, with CMSF-Delaware being the surviving entity (the “Reincorporation Merger”). The closing of the Reincorporation Merger took place immediately upon satisfaction by CMSF-Delaware of all requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pertaining to the Reincorporation Merger (the “Effective Time” of the Reincorporation Merger). As a result of the Reincorporation Merger, the authorized shares of common stock of the Company was increased to 100,000,000,000 shares, the par value was changed to $0.000001 per share and the legal domicile of the surviving corporation was changed to Delaware.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
We have identified the following critical accounting policies and estimates that affect our more significant judgments and estimates used in the preparation of our financial statements. The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America requires that we make estimates and judgments that affect the reported amounts of assets and liabilities. We evaluate those estimates on an ongoing basis, including those related to asset impairment, contingencies and litigation. These estimates are based on the information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could vary from those estimates under different assumptions or conditions. We believe that the following critical accounting policies affect significant judgments and estimates used in the preparation of our financial statements.
Revenue.
·
Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been provided, the fee is fixed or determinable, and collectability is probable. We enter into certain arrangements where we are obligated to deliver multiple products and/or services (multiple elements). In these transactions, we allocate the total revenue among the elements based on the sales price of each element when sold separately (vendor-specific objective evidence).
Revenue for products licensed to original equipment manufacturers (OEM’s), and perpetual licenses for current products in our server based data management suite of products is recognized as products are shipped. If annual service is a part of the sale agreement that portion of the revenue is recorded as unearned due to undelivered elements including, annual telephone support and the right to receive unspecified upgrades/updates of our data management products on a when-and-if-available basis. Unspecified upgrades, or patches, are included in our product support fee. The upgrades are delivered only on a when-and-if-available basis and as defined in SOP 97-2, are considered Post contract Customer Support (“PCS”). Vendor-specific objective evidence does exist for these services in the aggregate; however, no vendor-specific objective evidence exists for the unspecified upgrades on a stand -alone basis. When-and-if-available deliverables should be considered in determining whether an arrangement includes multiple elements; however, SOP 97-2 states that if sufficient vendor-specific objective evidence does not exist for the allocation of revenue to the various elements of the arrangement, and if the only undelivered element in an arrangement is PCS, the entire fee for the support should be recognized ratably. Because the timing, frequency, and significance of unspecified upgrades/updates can vary considerably, the point at which unspecified upgrades/updates are expected to be delivered should not be used to support income recognition on other than a straight-line basis. As such, the Company recognizes the product support fee consisting of PCS and unspecified upgrades/updates ratably over the service contract period.
RESULTS OF OPERATIONS
FISCAL YEARS ENDED SEPTEMER 30, 2010 AND SEPTEMBER 30, 2009
DISCONTINUED OPERATIONS
During the current fiscal year, the Company had net interest expense of $4,377 as compared to $177,500 in net interest expense during the prior fiscal year. The decrease of $173,123, or 98%, in interest expense is a result of conversion of all debt during October 2009 the first month of the current fiscal year being reported. As of September 30, 2009, the Company had a principal balance of $1,750,000 on a convertible debenture from RENN Capital Group, with 6% interest paid monthly. The Company also had a principal balance of $750,000, in connection with a two year 7% loan from RENN Capital Group. The Company also had a principal balance of $300,000 for a short term loan from RENN Capital Group with interest of 8% on $200,000 of the principal balance being paid in monthly installments. In February 2008, the Company received an additional $50,000 in funding from the RENN Capital Group with interest of 8% to be paid in unregistered stock or cash at the Company’s discretion. The note matured at the same time as other current debt with the RENN Capital Group as of September 30, 2009. No cash interest was paid during the current and prior fiscal years and all interest payments relating to the debt principal on the balance sheet was paid in unregistered common stock. The Company negotiated this change in interest payment during the fiscal year ended September 30, 2008.
On January 26, 2009, the Company modified all non convertible debt held by RENN Capital Group managed funds, which included, RENN Capital Growth and Income Fund III, Inc., Renaissance US Growth Investment Trust, Plc., and Global Special Opportunities Trust Plc. Collectively, the (“Lenders”). The Company had issued to the Lenders promissory notes with an aggregate value of $900,000. The Company and Lenders amended the notes so that such instruments shall be convertible, at any time and from time to time, at the option of the applicable Lender, convertible (in whole or in part) into shares of the Company’s common stock, at a conversion price of $0.01 per share. The Company also amended its articles of incorporation to increase the number of shares of its authorized common stock in order to have sufficient shares of common stock to satisfy the full conversion of all the Company’s outstanding securities which are convertible into, or exercisable for, shares of the Company’s common stock, including the notes.
Effective October 9, 2009, all outstanding indebtedness owed to funds advised by RENN Capital Group, Inc., was converted into an aggregate of 113,883,768 shares of the Company’s Common Stock. The indebtedness included $1,750,000 in a convertible debenture (which converted at the rate of $0.507820582 per share) $1,100,000 in principal for promissory notes (which converted at the rate of $0.01 per share) and accrued but unpaid interest of $4,377.
The Company has no debt currently.
During the current fiscal year the Company has incurred approximately $93,000 in expenses relating to the ongoing consulting, legal, accounting and other charges incurred to maintain its status as a public entity and to keep up current filings with the Securities and Exchange Commission.
LIQUIDITY AND CAPITAL RESOURCES
During the year ended September 30, 2009, the Company received approximately $245,000 from the sale of 24,604,881 shares of unregistered common stock to RENN Capital Group at a price of $0.01 per share (of which 2,792,481 shares were not issued as of September 30, 2009). The Company used the funds to complete the sale of the operations including all professional and other fees related to the sale and ongoing filings with the Securities and Exchange Commission.
During the year ended September 30, 2010, the Company received approximately $78,000 from the sale of 7,795,173 shares of unregistered common stock to Renn Capital Group at a price of $0.01 per share. As of September 30, 2010, $24,100 was recorded as common stock to be issued representing 2,409,975 shares. The unissued shares will be issued prior to calendar year end. The Company used the funds to pay professional and other fees related to the ongoing filings with the Securities and Exchange Commission.
During the current fiscal year, the Company had net interest expense of $4,377 as compared to $177,500 in net interest expense during the prior fiscal year. The decrease of $173,123, or 98%, in interest expense is a result of conversion of all outstanding debt and interest due during October 2009 the first month of the current fiscal year being reported.
Effective October 9, 2009, all outstanding indebtedness owed to funds advised by RENN Capital Group, Inc., was converted into an aggregate of 113,883,768 shares of the Company’s Common Stock. The indebtedness included $1,750,000 in a convertible debenture (which converted at the rate of $0.507820582 per share), $1,100,000 in principal for promissory notes (which converted at the rate of $0.01 per share) and accrued but unpaid interest of $4,377.
The Company currently has no cash or other assets to support its operations which consist solely of complying with its reporting obligations as a public company. Although there is no binding agreement in effect, the Company anticipates obtaining such funds through the sale of its Common Stock to funds advised by RENN Capital Group, Inc., or any transfer of RENN’s interest in the Company.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of its liabilities. Through September 30, 2010, the Company has incurred accumulated losses of $22,419,518.
The Company’s ability to continue as a going concern is dependent upon its ability to develop additional sources of capital. The Company’s financial statements do not include any adjustments that might result from the outcome of these uncertainties.
The Company does not have sufficient resources to fund its operations for the next twelve months. The Company has no operations and is a public shell. The Company intends to pursue a reverse merger candidate with operations and growth to provide a new business as a public entity. However, the Company has not entered into any merger agreements and there can be no assurance that such an agreement can be entered into or on terms that would be favorable to the Company and its shareholders.
CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS
The Company currently has no contractual obligations. All debt consisting of notes payable and debentures were converted to the Company’s common stock during the first quarter of the current fiscal year.
The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.
NEW ACCOUNTING PRONOUNCEMENTS
In April 2010, the Financial Accounting Standards Board (FASB) issued new accounting guidance in applying the milestone method of revenue recognition to research or development arrangements. Under this guidance management may recognize revenue contingent upon the achievement of a milestone in its entirety, in the period in which the milestone is achieved, only if the milestone meets all the criteria within the guidance to be considered substantive. This standard is effective on a prospective basis for research and development milestones achieved in fiscal years, beginning on or after June 15, 2010. Early adoption is permitted; however, adoption of this guidance as of a date other than January 1, 2011 will require the Company to apply this guidance retrospectively effective as of January 1, 2010 and will require disclosure of the effect of this guidance as applied to all previously reported interim periods in the fiscal year of adoption. As the Company plans to implement this standard prospectively, the effect of this guidance will be limited to future transactions. The Company does not expect adoption of this standard to have a material impact on its financial position or results of operations as it has no material research and development arrangements which will be accounted for under the milestone method.
In January 2010, the FASB issued new accounting guidance which requires new disclosures regarding transfers in and out of Level 1 and Level 2 fair value measurements, as well as requiring presentation on a gross basis of information about purchases, sales, issuances and settlements in Level 3 fair value measurements. The guidance also clarifies existing disclosures regarding level of disaggregation, inputs and valuation techniques. The new guidance is effective for interim and annual reporting periods beginning after December 15, 2009. Disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements are effective for fiscal years beginning after December 15, 2010. As this guidance requires only additional disclosure, there should be no impact on the financial statements of the Company upon adoption.
In October 2009, a new accounting consensus was issued for multiple-deliverable revenue arrangements. This consensus amends existing revenue recognition accounting standards. This consensus provides accounting principles and application guidance on whether multiple deliverables exist, how the arrangement should be separated and the consideration allocated. This guidance eliminates the requirement to establish the fair value of undelivered products and services and instead provides for separate revenue recognition based upon management’s estimate of the selling price for an undelivered item when there is no other means to determine the fair value of that undelivered item. Previously the existing accounting consensus required that the fair value of the undelivered item be the price of the item either sold in a separate transaction between unrelated third parties or the price charged for each item when the item is sold separately by the vendor. Under the existing accounting consensus, if the fair value of all of the elements in the arrangement was not determinable, then revenue was deferred until all of the items were delivered or fair value was determined. This new approach is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The Company is in the process of evaluating whether the adoption of this standard will have a material effect on its financial position, results of operations or cash flows.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the Securities Exchange Commission (the "SEC") did not or are not believed by management to have a material impact on the Company's present or future financial statements.
Item 7.A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
Item 8.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following is a list of financial statements filed herewith:
Balance Sheets as of September 30, 2010 and September 30, 2009
Statements of Operations for the years ended September 30, 2010 and 2009
Statements of Shareholders’ Deficiency for the years ended September 30, 2010 and 2009
Statements of Cash Flows for the years ended September 30, 2010 and 2009
Notes to Financial Statements
Item 9.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
During the Company’s fiscal years ended September 30, 2008 and 2009, there were no disagreements with Weinberg on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure, which disagreements if not resolved to the satisfaction of Weinberg would have caused it to make reference thereto in its reports on the Company’s financial statements. In addition, for the same periods, there have been no reportable events (as defined in Regulation S-B Item 304(a)(1)(iv)(B)).
Item 9 A(T)
Item 9 A(T) CONTROLS AND PROCEDURES
(a) Management’s Report on Disclosure Controls and Procedures
Our management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), conducted an evaluation of the effectiveness of disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”))as of the end of the period covered by this report. Disclosure controls and procedures are controls and other procedures that are designed to ensure that the information we are required to disclose in our periodic reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Based on the results of this evaluation our CEO and CFO, concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2010.
Management’s Report on Internal Control over Financial Reporting
Our management, under the supervision of our CEO and CFO, is responsible for establishing and maintaining adequate control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with existing policies or procedures may deteriorate.
Our CEO and CFO conducted an assessment of our internal control over financial reporting as of September 30, 2010 based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected.
Based on the results of this evaluation, our CEO and CFO concluded that our isclosure controls and procedures were effective at
reasonable assurance level as of September 30, 2010.
(b) Changes in Internal Controls
There were no changes in the Company’s internal control over financial reporting or in other factors that occurred during the Company’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART III
Item 10.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
As of September 30, 2010, the directors and executive officers of the Company are as follows:
Name
Age
Position
Robert Pearson
Director
Stephen Crosson
Chief Executive Officer,
Chief Financial Officer,
Secretary & Director
Russell Cleveland
Director
Lee Pryor
Director
Robert Pearson. Mr. Pearson, who became a director in 1997, has been associated with Renaissance Capital Group (“RCG”) since April 1994. RCG is the investment advisor of the largest shareholders of the Company. Presently, Mr. Pearson serves as a Senior Vice President and Director of Corporate Finance of RCG. He served as Executive Vice President of the Thomas Group from May 1990 to March 1994. For 25 years, Mr. Pearson held various senior management positions at Texas Instruments, including Vice President of Finance from October 1983 to June 1985. Mr. Pearson holds directorships in the following companies: Poore Brothers, a manufacturer of snack food products; Advanced Power Technology, Inc., a power semiconductor manufacturer; eOriginal, Inc., a privately owned developer of technology and software for creation of electronic contracts; Laserscope, Inc., a marketer and manufacturer of lasers for medical use; Simtek Corporation, a fables semiconductor company that designs and markets non-volatile static random access memories and Shea Development Corp., a business process management software and services firm.
Stephen Crosson. Mr. Crosson joined the Company in March 1985 and was manager of accounting and government contracts and logistics. In September 1989, Mr. Crosson became a financial analysis officer with First Interstate Banks Controller’s office. In March 1992, Mr. Crosson returned to the Company as Director of Operations. In April 1995, he became Vice President of Operations. In January of 1997, Mr. Crosson became Corporate Secretary and in April 1998 he became Chief Operating Officer and Treasurer. In January 2003, Mr. Crosson became the Chief Executive Officer, and in August 2003, Mr. Crosson was elected a director. In April 2004, Mr. Crosson became the Chief Financial Officer. Currently Mr. Crosson is the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary.
Russell Cleveland. Mr. Cleveland became a director in February 2004. Mr. Cleveland is the President, Chief Executive Officer, sole director, and the majority shareholder of the RENN Capital Group, Inc. Mr. Cleveland has been with RENN Group in these capacities for over ten years since the first fund was formed in 1994. He is a Chartered Financial Analyst with more than 35 years experience as a specialist in investments for smaller capitalization companies. A graduate of the Wharton School of Business, Mr. Cleveland serves on the Boards of Directors of Renaissance US Growth Investment Trust PLC, BFS US Special Opportunities Trust PLC, Renaissance Capital Growth & Income Fund III, Inc., Integrated Security Systems, Inc., Tutogen Medical, Inc., Digital Recorders, Inc., and Cover-All Technologies, Inc.
Lee Pryor. Mr. Pryor became a director in March 2006. Mr. Pryor is founder and chief executive officer of Interventures, LLC, an advisory and coaching services firm assisting start-up and late-stage entrepreneurial companies. During the past five years Mr. Pryor has provided advisory services to businesses for strategy evaluation, marketing programs and management best practices. Mr. Pryor also gives speeches on management and entrepreneurship and provides seminars and workshops on the topics of management, marketing and strategy to his clients. Mr. Pryor attended Johns Hopkins University, the U.S. Naval Academy, and Northwestern University. He is a frequent speaker at venture capital conferences, association meetings, and business schools on such topics as strategy, leadership, and managing for success.
FAMILY RELATIONSHIPS
There are no family relationships between or among the directors, executive officers or persons nominated or charged by us to become directors or executive officers.
MEETINGS; ATTENDANCE; COMMITTEES
The Board has an Audit Committee. The duties of the Audit Committee include (i) recommending to the Board the engagement of the independent auditors, (ii) reviewing the scope and results of the yearly audit by the independent auditors, (iii) reviewing our system of internal controls of procedures, and (iv), investigating, when necessary, matters relating to the audit functions. It reports to the Board concerning its activities. The current member of this Committee is Mr. Pryor. The Board of Directors has determined that the Audit Committee does not currently have a Financial Expert under applicable rules. Mr. Pryor serves as the audit committee chairman. The audit committee held two meetings during the current fiscal year.
The Board also has a Compensation Committee. The Compensation Committee makes recommendations to the Board concerning compensation and other matters relating to employees. The Committee also grants options under, and administers, our Stock Option Plan. The current member of the Committee is Mr. Pryor. Mr. Pryor serves as chairman of the compensation committee. The Compensation Committee held one meeting during the current fiscal year.
DIRECTOR COMPENSATION
Directors do not receive any annual compensation. Outside directors receive $1,000 each for each meeting attended and reimbursement for out-of-pocket expenses for attending meetings. Mr. Pearson and Mr. Cleveland have waived the meeting fees. The board held one telephonic meeting during the current fiscal year.
EMPLOYMENT AGREEMENTS
The Company currently has no employment agreements.
COMPLIANCE WITH SECTION 16(a)
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s executive officers and directors and persons who own more than 10% of a registered class of the Company’s equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of common stock and other equity securities of the Company, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by Commission regulations to furnish the Company with copies of all Section 16(a) reports they file. The Company believes all such filings have been made as required.
CODE OF ETHICS
The Company has adopted a code of ethics that applies to the Company’s principal executive officer, principal financial officer and principal accounting officer. We have previously filed a copy of our Code of Ethics as an Exhibit to our Annual Report on Form 10-KSB for our fiscal year 2004, and the same is incorporated herein by this reference.
Item 11.
Item 11. EXECUTIVE COMPENSATION
The following tables and discussion set forth information with respect to all compensation awarded to, earned by or paid to our Principal Executive Officer. There were no executive officers whose annual salary and bonus exceeded $100,000 during our last two completed fiscal years (collectively referred to in this discussion as the ‘named executive officers”). The officer designation indicates positions held as of September 30, 2010, the end of our last fiscal year.
Summary Compensation Table
ANNUAL COMPENSATION
Discussion of Compensation
Our compensation program consisted of the following three components:
·
base salary;
·
bonuses; and
·
awards of restricted stock or stock options from our Year 2000 Employee Stock Option Plan. On July 1, 2008, the board passed a resolution terminating the plan, including all vested and unvested options outstanding, therefore there were no options awarded or vested
In our fiscal years ended September 30, 2009 and 2010, there was no restricted stock, stock options or bonuses issued to the named executive officers. Mr. Crosson is contacted as a non-employee officer of the Company at a rate of $2,500 per month through October 2010. Future status of the contract is yet to be determined.
Director Compensation
During the current fiscal year there were no fees or options issued to directors as compensation for services rendered. The Company intends to reinstate the compensation plan for directors in the future including fees for meetings attended and annual stock options.
The Year 2000 employee stock option plan was terminated as of July 1, 2008. There are currently no outstanding equity awards exercisable or unexercisable at the fiscal year ended September 30, 2010.
Item 12.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information regarding the beneficial ownership of the Company’s Common Stock as of September 30, 2010 by (I) each person who is known by the Company to own beneficially more than 5% of the Company’s outstanding Common Stock; (ii) each of the Company’s directors; (iii) the named Executive Officers; and (iv) executive officers and directors of the Company as a group:
COMMON STOCK (1)
NUMBER OF
PERCENTAGE OF
NAME AND ADDRESS (2)
SHARES
OUTSTANDING (3)
Robert Pearson . . . . . . . . . . . . . . . . . . . . . (4)
----
----
Russell Cleveland . . . . . . . . . . . . . . . . . . . (4)
----
----
Lee Pryor . . . . . . . . . . . . . . . . . . . . . . . . .
----
----
Stephen Crosson . . . . . . . . . . . . . . . . . . .
222,770 (5)
----
Renaissance Capital Growth & Income Fund III, Inc........
39,411,237 (6)
22.14
8080 N. Central Expressway Suite 210, Dallas, Texas 75206
Renaissance US Growth & Income Trust PLC........
67,916,903 (7) 38.15
8080 N. Central Expressway Suite 210, Dallas, Texas 75206
Global Entrepreneurs Fund Inc.........
65,500,256 (8)
36.80
8080 N. Central Expressway Suite 210, Dallas, Texas 75206
All executive officers and
directors as a group
(4 persons) . . . . . . . . . . . . . . . . . . . . .
222,770
----
(1)
As used herein, the term beneficial ownership is defined by Rule 13d-3 under the Securities Exchange Act of 1934 as consisting of sole or shared voting power and/or sole or shared investment power subject to community property laws where applicable.
(2)
Except as indicated, the address of each person is c/o the Company at 980 Enchanted Way, #201 A/B, Simi Valley, California 93065.
(3)
Based on 177,903,135 shares of Common Stock outstanding as of October 9, 2009.
(4)
Does not include any shares owned by the Renaissance Funds described in the table. Mr. Pearson is an executive officer of Renaissance Capital Group, Inc. (“RCG”) which is the investment advisor to the Renaissance Funds and BFS US and the investment manager of Renaissance U.S.
(5)
Includes 222,770 shares of our common stock
(6)
RCG is the investment advisor of the Renaissance Funds. The Common Shares deemed to be beneficially owned by the Renaissance Capital Growth and Income Fund III, are comprised of 39,302,904 shares of our Common Stock and warrants to purchase 58,333 shares at $1.14 per share and warrants to purchase 50,000 shares at $0.86 per share. All of such securities are owned by the Renaissance Funds as described herein.
(7)
RCG is the Investment Manager of Renaissance US. The Common Shares deemed to be beneficially owned by the Renaissance US Fund are comprised of 67,808,569 shares of our Common Stock and warrants to purchase 58,334 shares at $1.14 per share and warrants to purchase 50,000 shares at $0.86 per shares. All of such securities are owned by the Renaissance Funds as described herein.
(8)
RCG is the Investment Advisor for GSOT. The Common Shares deemed to be beneficially owned by GSOT are comprised of 65,391,923 shares of Common Stock and warrants to purchase 58,333 shares at $1.14 per share and warrants to purchase 50,000 shares at $0.86 per share. All of such securities are owned by the Renaissance Funds as described herein.
Equity Compensation Plan Information
The following table sets forth certain information regarding warrants outstanding, the Year 2000 employee stock option plan was terminated as of July 1, 2008. All information set forth below is as of September 30, 2009, pursuant to applicable regulations.
Shareholder Approved Plans:
The 2000 Stock Option Plan
The Company’s shareholders approved the 2000 Stock Option Plan as amended (the “Plan”) in April 2001. The Plan and all options granted under the plan were terminated during the fiscal year ended September 30, 2008.
Non-Shareholder-Approved Plans:
There are no Non-Shareholder Approved Plans as of September 30, 2010.
Item 13.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
On November 27, 2002, the Company entered into a $1,000,000 6% Convertible Debenture Agreement with GSOT (the “GSOT Debenture”). The full amount was drawn during the fiscal year ended September 30, 2003. Interest of 6% per annum will be paid in monthly installments for three years based on the unpaid principal balance. The GSOT Debenture originally matured on November 27, 2005, at which time the unpaid Principal Amount, and all accrued and unpaid interest and other charges, fees, and payments was due and payable. The conversion price is set at $1.00 unless, however, the five (5)-day average closing price for the Company’s common stock immediately prior to a disbursement is below $1.00, in which case, such five (5)-day average shall become the Conversion Price. As of September 30, 2004, we had a note payable principal balance of $1,000,000 in connection with this convertible debenture and no further funds available to borrow on this debenture. The debenture has certain non-operating covenants associated with the loan. During the fiscal year and as of September 30, 2009, the Company was in compliance with these covenants.
During July 2003, the GSOT entered into a $750,000 6% Convertible Debenture with the Company. The full amount was drawn during the fiscal year ended September 30, 2003. Interest at a rate of 6% per annum is payable in monthly installments for 26 months based on the unpaid principal balance. The debenture originally matured on November 27, 2005, at which time the unpaid Principal Amount, and all accrued and unpaid interest and other charges, fees, and payments then due under the debenture was due and payable in full. The debenture is convertible, at the option of the holder into shares of the Company’s common stock, with an initial conversion price of $0.50 per share. However, if the five (5)-day average closing price for the Common Stock immediately prior to each disbursement is below the $0.50 initial conversion price, the average closing price for such period shall become the conversion price. As of September 30, 2004, we had a note payable principal balance of $750,000 in connection with this convertible debenture and no further funds available to borrow on this debenture. The debenture has certain non-operating covenants associated with the loan. During the fiscal year and as of September 30, 2009, the Company was in compliance with these covenants.
During October 2005, the Company negotiated an extension of the two parts of the Convertible Debenture with a total principal balance of $1,750,000. Pursuant to a Renewal and Modification agreement dated as of October 28, 2005, the lender agreed to extend the maturity date of certain 6% Convertible Debentures in the aggregate principal amount of $1,750,000 to May 27, 2007. In consideration of such extension, the Company agreed to grant lender a five-year warrant to purchase 175,000 shares of Company Common Stock at an exercise price of $1.14 per share (subject to adjustment). The estimated value of the warrant ($166,093) was recorded on the Company financial statements as debt discount, and was amortized over the term of the extension. On May 7, 2007, the lender agreed to extend the maturity date of the $1,750,000 Convertible Debenture until November 27, 2007.
On December 18, 2003 the Company issued to the Renaissance Funds, GSOT and Renaissance US in a private placement an aggregate of 3,243,243 shares of common stock and 5-year warrants to purchase an aggregate of 3,243,243 shares with 50% of the warrants at an exercise price of $0.74 per share and 50% at an exercise price of $1.11 per share for $1,200,000. The investors are affiliated with Renaissance Capital Group, Inc. See “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”
During July 2004, the Company received $750,000 from a two year secured loan from Renaissance Capital Group, Inc. managed funds. Interest is payable at 7% per annum in monthly installments based on the outstanding principal balance. As part of the funding, the Company issued five year warrants to purchase an aggregate of 1,415,094 shares of Common Stock at an exercise price of $0.53 per share. The warrants expired during the 2009 fiscal year.
On February 21, 2006, the Company issued to Renaissance Capital, GSOT and Renaissance US an aggregate of 150,000 warrants to purchase shares of common stock at $0.86 per share in consideration of the agreement to extend notes payable to Renaissance Capital, BFS US and Renaissance US in the aggregate principal amount of $750,000 for an 18 month extension of the maturity date. The new maturity date for the notes will be January 19, 2008. The Company will continue to pay 7% interest on a monthly basis based on the current outstanding principal balance of $750,000.
On February 21, 2006, the Company issued to GSOT and Renaissance US an aggregate of 697,674 shares of common stock at a price of $0.86 per share in a private placement for $600,000.
On February 7, 2007, the Company received an aggregate of $200,000 from two three month secured convertible notes from two of RENN Capital Groups managed funds. Interest of 8% will be paid in monthly installments during the term of the notes. The notes mature on May 7, 2007, at which time all principal and accrued and unpaid interest will be due and payable in full. The notes are convertible at the option of the holder, into shares of Company common stock, with an initial conversion price of $0.30 per share. Each holder of a note may convert in whole or in part the outstanding principal plus accrued but unpaid interest into Company common stock at a conversion price of $0.30 per share. In the event that the Company issues additional common stock, or securities convertible into common stock, at a price lower than the conversion price while these notes are outstanding, the conversion price of these notes will automatically adjust downward to such price at which the new common stock has been issued. The conversion price of the note, however, shall never be adjusted to less than $0.01 per share. Pursuant to renewal and modification agreements dated May 7, 2007, the RENN Capital Group has agreed to extend the maturity dates of the two $100,000 notes payable until November 7, 2007. CaminoSoft will continue to pay 8% interest monthly based on the current outstanding principal balance of $200,000.
During the quarter ended December 31, 2007, the Company negotiated to extend the maturity dates of debt due before January 31, 2008. Pursuant to renewal and modification agreements the Company extended the total debt with an aggregate principal balance of $2,700,000 to February 27, 2008. In addition to extending the due date the Company also converted from cash payments of interest to interest payments in unregistered common stock beginning with all interest due and payable during the current quarter. In October 2007, the Company received an additional $100,000 from RENN Capital Group funds via wire transfer to help pay for legal and accounting fees relating to the merger and acquisition previously in process with Shea Development previously disclosed. Although the funds have no terms or interest due, the Company recorded it as a loan payable and plans to repay or write off the balance due at the time the other debt is paid or otherwise satisfied.
During the quarter ended March 31, 2008, the Company negotiated to extend the maturity dates of the entire $2,800,000 of debt that was due January 31, 2008. Pursuant to renewal and modification agreements signed during the quarter, the Company extended the total debt with an aggregate principal balance of $2,800,000 to May 30, 2008. In February 2008, the Company received an additional $50,000 from RENN Capital Group funds to pay for legal and accounting fees and support operations. The note was recorded as a loan payable on the Company’s financial reports. Interest of 8% will be paid in monthly installments beginning March 1, 2008, until the principal balance is paid in full. Interest may be paid in cash or in unregistered common stock at the Company’s discretion.
Pursuant to renewal and modification agreements dated October 24, 2008, the Company extended the maturity date of $2,850,000 in loans payable until April 30, 2009. All other terms and conditions remain the same.
On January 26, 2009, the Company modified all non convertible debt held by RENN Capital Group managed funds, which included RENN Capital Growth and Income Fund III, Inc., Renaissance US Growth Investment Trust, Plc., and Global Special Opportunities Trust Plc. Collectively, the “Lenders”. The Company had issued to the Lenders promissory notes with an aggregate value of $900,000. The Company and Lenders amended the notes so that such instruments shall be convertible, at any time and from time to time, at the option of the applicable Lender, convertible (in whole or in part) into shares of the Company’s common stock, at a conversion price of $0.01 per share. The Company also amended its articles of incorporation to increase the number of shares of its authorized common stock in order to have sufficient shares of common stock to satisfy the full conversion of all the Company’s outstanding securities which are convertible into, exercisable for, shares of the Company’s common stock, including the notes.
Effective April 24, 2009, the Company entered into a Renewal and Modification Agreement (the “Renewal Agreement”) with US Special Opportunities Trust PLC (formerly BFS US Special Opportunities Trust PLC), Renaissance Capital Growth & Income Fund III, Inc., Renaissance US Growth Investment Trust PLC and RENN Capital Group, Inc. pursuant to which the maturity date of the Loan Documents as enumerated in the Renewal Agreement was changed so that payment of the unpaid principal, and all accrued and unpaid interest and any other charges, fees and payments due under the Loan Documents, are due and payable in full on September 30, 2009.
During the year ended September 30, 2009, the Company received approximately $245,000 from the sale of 24,604,881 shares of unregistered common stock to RENN Capital Group at a price of $0.01 per share (of which 2,792,481 shares were not issued as of September 30, 2009). The Company used the funds to complete the sale of the operations including all professional and other fees related to the sale and ongoing filings with the Securities and Exchange Commission.
The Company and Lenders negotiated an extension of the maturity date of the debt to October 9, 2009, at which time the entire $2,850,000 of debt was converted into 113,446,099 shares of common stock based on the debt conversion terms in the original convertible debenture and the subsequent conversion agreement for the remaining outstanding debt. Additionally the Company issued 437,669 shares of common stock valued at $4,377 for accrued but unpaid interest through the conversion date of October 9, 2009, at a price of $0.01 per share.
During the year ended September 30, 2010, the Company received approximately $78,000 from the sale of 7,795,173 shares of unregistered common stock to Renn Capital Group at a price of $0.01 per share. The Company used the funds to pay professional and other fees related to the ongoing files with the Securities and Exchange Commission.
Director Independence
As of the date of this Annual Report, only Mr. Pryor is considered “independent” as defined under the Nasdaq Stock Market’s listing standards. In determining independence, the Board of Directors reviews whether directors have any material relationship with us. The Board of Directors considers all relevant facts and circumstances. In assessing the materiality of a director’s relationship to us, the Board of Directors is guided by the standards set forth below and considers the issues from the director’s standpoint and from the perspective of the persons or organizations with which the director has an affiliation. The Board of Directors reviews commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, if applicable. An independent director must not have any material relationship with us, either directly or indirectly as a partner, stockholder or officer of an organization that has a relationship with us, or any other relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
A director will not be considered independent in the following circumstances:
(1) The director is, or has been in the past three years, an employee of the Company, or a family member of the director is, or has been in the past three years, an executive officer of the Company.
(2) The director has received, or has a family member who has received, compensation from us in excess of $100,000 in any 12 month period in the past three years, other than compensation for board service, compensation received by the director’s family member for service as a non-executive employee, and benefits under a tax-qualified plan or other non-discretionary compensation.
(3) The director is, or has a family member who is, a current partner of our outside auditor, or was a partner or employee of our outside auditor, who worked on our audit at any time during any of the past three years.
(4) The director is a family member of an individual who is, or at any time during the past three years was, employed by the company as an executive officer.
(5) The director is, or has a family member who is, employed as an executive officer of another entity where, at any time during the past three years, any of our executive officers served on the compensation committee of that other entity.
(6) The director is, or a family member is, a partner in, or a controlling stockholder or an executive officer of, any organization to which we made or from which we received, payments for property or services in the current or any of the past three fiscal years that exceed the greater of 5% of the recipient’s consolidated gross revenues for that year, or $200,000.
Item 14.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
AUDIT FEES
During the Company’s 2010 fiscal year, Weinberg & Company, P.A., was the principal accountant and billed $18,194 for professional services for the audit of the Company’s annual financial statements and review of the Company’s financial statements included in the Company’s Form 10-Q’s.
The Audit Committee approves in advance audit and non-audit services to be provided by Weinberg & Co. P.A. In other cases, in accordance with Rule 2-01(c)(7) of Securities and Exchange Commission Regulation S-X, the Audit Committee has delegated pre-approval authority to the Chairman of the Audit Committee for matters which arise or otherwise require approval between regularly scheduled meetings of the Audit Committee, provided that the Chairman report such approvals to the Audit Committee at the next regularly scheduled meeting of the Audit Committee.
Item 15.
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a)(1) Balance Sheets as of September 30, 2010, and September 30, 2009
Statements of Operations for the years ended September 30, 2010, and 2009
Statements of Shareholders’ Deficiency for the years ended September 30, 2010, and 2009
Statements of Cash Flows for the years ended September 30, 2010 and 2009
Notes to Financial Statements
Exhibit 31 Certification Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
Exhibit 32
Certification Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2003
SIGNATURES
In accordance with Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CMSF CORP
By /s/ STEPHEN CROSSON
Chief Financial Officer and
Chief Executive Officer
Date: December 21, 2010
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Capacity Date
/s/ ROBERT PEARSON Director December 21, 2010
--------------------------------------------
Robert Pearson
/s/ STEPHEN CROSSON Chief Financial Officer, December 21, 2010
-------------------------------------------- Chief Executive Officer
Stephen Crosson Secretary, Treasurer
and Director
/s/ RUSSELL CLEVELAND Director December 21, 2010
--------------------------------------------
Russell Cleveland
/s/ LEE PRYOR Director December 21, 2010
--------------------------------------------
Lee Pryor
CMSF CORP(formerly CaminoSoft Corp.)
CONTENTS
Report of Independent Registered Public Accounting Firm
Balance Sheets as of September 30, 2010
and September 30, 2009
Statements of Operations for the years ended
September 30, 2010 and 2009
Statements of Shareholders’ Deficiency for the
years ended September 30, 2010 and 2009
Statements of Cash Flows for the years ended
September 30, 2010 and 2009
Notes to Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of
CMSF Corp.
We have audited the accompanying balance sheets of CMSF Corp. (formerly CaminoSoft Corp.) (the "Company"), as of September 30, 2010 and 2009 and the related statements of operations, changes in shareholders' deficiency 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly in all material respects, the financial position of CMSF Corp. as of September 30, 2010 and 2009, 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 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 had recurring losses from operations and had an accumulated deficit as of September 30, 2010. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans concerning this matter are also described in Note 1. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.
WEINBERG & COMPANY, P.A.
Los Angeles, CA
December 13, 2010
CMSF CORP.
Notes to Financial Statements
September 30, 2010
Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS
Pursuant to a Stock Purchase Agreement dated as of January 26, 2009 (the “Purchase Agreement”) among the Company, CC Merger Corp. (the “Subsidiary”), a wholly owned subsidiary of the Company, and Stephen Crosson and Neil Murvin (collectively, the “Purchasers”), who are related parties, on March 31, 2009, (a) the Company transferred to the Subsidiary substantially all of its assets (the “Purchased Assets”), (b) the Purchasers purchased all of the outstanding shares of the Subsidiary, (c) the Subsidiary assumed all of the Company’s liabilities except any liability relating to indebtedness of the Company owed to funds advised by RENN Capital Group, Inc. (the “RENN Indebtedness”), and (d) the terms of all of the RENN Indebtedness which is not convertible into shares of the Company’s Common Stock were amended to make such indebtedness so convertible at $0.01 per share. The purchase price for the Purchased Assets was $1.00 in cash and 5% of the proceeds, if any, from the sale of all or substantially all of the voting stock of the Subsidiary; the sale of all or substantially all of the assets of the Subsidiary; a merger, share exchange or similar transaction with an unrelated entity pursuant to which the acquiring entity on the equity holders thereof hold more than a majority of the outstanding voting shares of the merged or surviving company; or an initial public offering of the Subsidiary.
Effective April 21, 2009,in connection with the closing, the Company changed its name from CaminoSoft Corp. to CMSF Corp. and the number of authorized shares of common stock of the Company was increased to 500,000,000. As a result of the foregoing, the Company is now a “shell company” with a plan to seek a reverse merger with an operating company.
On May 24, 2010, CMSF Corp., a California corporation (“CMSF-California”) and its newly formed, wholly owned subsidiary, CMSF Corp., a Delaware corporation (“CMSF-Delaware”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which CMSF-California merged with and into CMSF-Delaware, with CMSF-Delaware being the surviving entity (the “Reincorporation Merger”). The closing of the Reincorporation Merger took place immediately upon satisfaction by CMSF-Delaware of all requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pertaining to the Reincorporation Merger (the “Effective Time” of the Reincorporation Merger). As a result of the Reincorporation Merger, the authorized shares of common stock of the Company was increased to 100,000,000,000 shares, the par value was changed to $0.000001 per share and the legal domicile of the surviving corporation was changed to Delaware.
GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of its liabilities. Through September 30, 2010, the Company has incurred accumulated losses of $22,419,518.
The Company’s ability to continue as a going concern is dependent upon its ability to develop additional sources of capital. The Company’s financial statements do not include any adjustments that might result from the outcome of these uncertainties.
The Company does not have sufficient resources to fund its operations for the next twelve months. The Company has no operations and is a public shell. The Company intends to pursue a reverse merger candidate with operations and growth to provide a new business as a public entity. However, the Company has not entered into any merger agreements and there can be no assurance that such an agreement can be entered into or on terms that would be favorable to the Company and its shareholders.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of assets and liabilities, revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates.
INCOME TAXES
The Company uses the asset and liability method of accounting for income taxes. Deferred income taxes are recognized based on the differences between financial statement and income tax valuations of assets and liabilities using applicable tax rates for the year in which the differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax asset amounts to the amount expected to be realized. The provision for income taxes represents the tax payable (or benefit) for the period and the change in deferred tax assets and liabilities during the year.
REVENUE RECOGNITION
Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the fee is fixed or determinable, and collectability is probable. We enter into certain arrangements where we are obligated to deliver multiple products and/or services (multiple elements). In these transactions, we allocate the total revenue among the elements based on the sales price of each element when sold separately (vendor-specific objective evidence).
Revenue for products licensed to original equipment manufacturers (OEM’s), and perpetual licenses for current products in our server based data management suite of products is recognized as products are shipped or electronically delivered, the fees are fixed or determinable, collection of the resulting receivable is probable and no other significant obligations remain undelivered. If annual service is a part of the sale agreement that portion of the revenue is recorded as unearned due to undelivered elements including, annual telephone support and the right to receive unspecified upgrades/updates of our data management products on a when-and-if-available basis. Unspecified upgrades, or patches, are included in our product support fee. The upgrades are delivered only on a when-and-if-available basis and are considered, Post contract Customer Support (“PCS”). Vendor-specific objective evidence does exist for these services in the aggregate; however, no vendor-specific objective evidence exists for the unspecified upgrades on a stand-alone basis. When-and-if-available deliverables should be considered in determining whether an arrangement includes multiple elements; however, if sufficient vendor-specific objective evidence does not exist for the allocation of revenue to the various elements of the arrangement, and if the only undelivered element in an arrangement is PCS, the entire fee for the support should be recognized ratably. Because the timing, frequency, and significance of unspecified upgrades/updates can vary considerably, the point at which unspecified upgrades/updates are expected to be delivered should not be used to support income recognition on other than a straight-line basis. As such, the Company recognizes the product support fee consisting of PCS and unspecified upgrades/updates ratably over the service contract period.
Revenues from services are comprised of consulting and implementation services, and to limited extent training. Services are generally charged on a time-and-materials or fixed fee basis and include a range of services including, installation of software, establishing software policies and limited training. Services are generally separable from the other elements under the arrangement since the performance of the services is not essential to the functionality of any other element of the transaction. Revenues for services are recognized as the services are performed.
FAIR VALUE OF FINANCIAL INSTRUMENTS
During September 2006, the Financial Accounting Standards Board (“FASB”) issued guidance regarding fair value measurements, which was effective for fiscal years beginning after November 15, 2007. This guidance defines fair value, establishes as framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. In February 2008, the FASB delayed the effective date of the fair value guidance for all non-financial assets and liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis, until January 1, 2008 for all financial assets and liabilities. This adoption did not have a significant impact on the Company’s financial position or results of operations.
The guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The guidance establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into three broad levels as follows:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly.
Level 3 - Unobservable inputs based on the Company’s assumptions.
The guidance requires the use of observable market data if such data is available without undue cost and effort.
EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share is computed by dividing earnings (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. In computing diluted earnings per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. Additionally, diluted earnings per share assume that any dilutive convertible debentures outstanding at the beginning of each period were converted at those dates, with related interest and outstanding common shares adjusted accordingly.
Warrants to purchase approximately 325,000 shares of common stock at various prices exceeding $0.01 per share were outstanding during the years ended September 30, 2010 and 2009 but were not included in the computation of diluted earnings per share for these periods because the respective warrant exercise prices were greater than the average market price of the common shares during those periods, and their effect would be anti-dilutive. The convertible debentures to purchase approximately 113,446,099 shares of common stock during the year ended September 30, 2009 were not included in the computation of diluted earnings per share because the effect of conversion would be anti-dilutive.
RECENT ACCOUNTING PRONOUNCEMENTS
In April 2010, the Financial Accounting Standards Board (FASB) issued new accounting guidance in applying the milestone method of revenue recognition to research or development arrangements. Under this guidance management may recognize revenue contingent upon the achievement of a milestone in its entirety, in the period in which the milestone is achieved, only if the milestone meets all the criteria within the guidance to be considered substantive. This standard is effective on a prospective basis for research and development milestones achieved in fiscal years, beginning on or after June 15, 2010. Early adoption is permitted; however, adoption of this guidance as of a date other than January 1, 2011 will require the Company to apply this guidance retrospectively effective as of January 1, 2010 and will require disclosure of the effect of this guidance as applied to all previously reported interim periods in the fiscal year of adoption. As the Company plans to implement this standard prospectively, the effect of this guidance will be limited to future transactions. The Company does not expect adoption of this standard to have a material impact on its financial position or results of operations as it has no material research and development arrangements which will be accounted for under the milestone method.
In January 2010, the FASB issued new accounting guidance which requires new disclosures regarding transfers in and out of Level 1 and Level 2 fair value measurements, as well as requiring presentation on a gross basis of information about purchases, sales, issuances and settlements in Level 3 fair value measurements. The guidance also clarifies existing disclosures regarding level of disaggregation, inputs and valuation techniques. The new guidance is effective for interim and annual reporting periods beginning after December 15, 2009. Disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements are effective for fiscal years beginning after December 15, 2010. As this guidance requires only additional disclosure, there should be no impact on the financial statements of the Company upon adoption.
In October 2009, a new accounting consensus was issued for multiple-deliverable revenue arrangements. This consensus amends existing revenue recognition accounting standards. This consensus provides accounting principles and application guidance on whether multiple deliverables exist, how the arrangement should be separated and the consideration allocated. This guidance eliminates the requirement to establish the fair value of undelivered products and services and instead provides for separate revenue recognition based upon management’s estimate of the selling price for an undelivered item when there is no other means to determine the fair value of that undelivered item. Previously the existing accounting consensus required that the fair value of the undelivered item be the price of the item either sold in a separate transaction between unrelated third parties or the price charged for each item when the item is sold separately by the vendor. Under the existing accounting consensus, if the fair value of all of the elements in the arrangement was not determinable, then revenue was deferred until all of the items were delivered or fair value was determined. This new approach is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The Company is in the process of evaluating whether the adoption of this standard will have a material effect on its financial position, results of operations or cash flows.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the Securities Exchange Commission (the "SEC") did not or are not believed by management to have a material impact on the Company's present or future financial statements.
NOTE 2 - NOTES PAYABLE
In December 2002, the Company issued a 6% unsecured convertible debenture for $1,000,000 to RENN Capital Group. Interest of 6% per annum will be paid in monthly installments for three years based on the unpaid principal balance. The full $1,000,000 was borrowed during the year ended September 30, 2003 and was outstanding as of September 30, 2009. The debenture matured on November 27, 2005, at which time the unpaid principal amount and all accrued and unpaid interest would have become due and payable in full. The debenture is convertible, at the option of the holder, into shares of the Company’s common stock, with a conversion price of $0.62 per share. As part of the funding during fiscal year ended September 30, 2003, the Company issued 5 year warrants to the lender to purchase 500,000 shares of the Company’s common stock. The warrants were valued at $176,224 and recorded as debt discount, and were fully amortized as of November 27, 2005, the initial life of the loan.
In July 2003, the Company issued another 6% unsecured convertible debenture to RENN Capital Group for up to $750,000. Interest at a rate of 6% per annum is payable in monthly installments for 26 months based on the unpaid principal balance. The debenture matured on November 27, 2005, at which time the unpaid principal amount and all accrued and unpaid interest would have become due and payable in full. The debenture is convertible, at the option of the holder, into shares of the Company’s common stock, with a conversion price of $0.41 per share. At September 30, 2009, the Company had borrowed $750,000, the entire amount available.
Pursuant to a Renewal and Modification agreement dated October 28, 2005, the Company negotiated an extension of the two convertible debentures referenced above with a total principal balance of $1,750,000. The lender agreed to extend the maturity date of the two 6% Convertible Debentures dated November 27, 2002 in the aggregate principal amount of $1,750,000 to May 27, 2007. In consideration of such extension, the Company granted the lender a five-year warrant to purchase 175,000 shares of the Company’s common stock at an exercise price of $1.14 per share (subject to adjustment). The estimated value of the warrant of $166,093 was recorded by the Company as debt discount and was fully amortized as of May 27, 2007 the term of the extension. On May 7, 2007 RENN Capital Group agreed to extend the maturity date of $1,750,000 convertible debenture until November 27, 2007. The Company will continue to pay interest of 6% on the current outstanding principal balance of $1,750,000, monthly during the term of the extension.
During July 2004, the Company received $750,000 from a two year secured loan from Renaissance Capital Group managed funds. Interest is paid at 7% in monthly installments based on the outstanding principal balance. As part of the funding, the Company issued five-year warrants to purchase an aggregate of 1,415,094 shares of common stock at an exercise price of $0.53 per share. The estimated value of the warrants of $311,953 was recorded on the Company’s financial statements as debt discount and were fully amortized as of July 19, 2006, the initial life of the loan.
During February 2006, the Company issued to the Renaissance Capital Group managed funds an aggregate of 150,000 warrants to purchase the Company’s common stock at $0.86 per share in consideration of an agreement to extend the $750,000 loan payable maturity date for an additional 18 months. The new maturity date for the notes was January 19, 2008. The Company will continue to pay 7% interest on a monthly basis based on the current outstanding principal balance of $750,000. The estimated value of the warrants of $77,663 was recorded on the Company’s financial statements as debt discount and were fully amortized as of February 2008, the initial life of the extension
On February 7, 2007, the Company received an aggregate of $200,000 from two three month secured convertible notes from two of RENN Capital Groups managed funds. Interest of 8% will be paid in monthly installments during the term of the notes. The notes were to mature on May 7, 2007, at which time all principal and accrued and unpaid interest was due and payable in full. The notes are convertible at the option of the holder, into shares of the Company’s common stock, with an initial conversion price of $0.30 per share. The funds are being used to support the operations of the Company. Each holder of a note may convert in whole or in part the outstanding principal plus accrued but unpaid interest into the Company’s common stock at a conversion price of $0.30 per share. In the event that the Company issues additional common stock, or securities convertible into common stock, at a price lower than the conversion price while these notes are outstanding, the conversion price of these notes will automatically adjust downward to such price at which the new common stock has been issued. The conversion price of the note, however, shall never be adjusted to less than $0.01 per share. Pursuant to renewal and modification agreements dated May 7, 2007, the RENN Capital Group has agreed to extend the maturity dates of two $100,000 notes payable until November 7, 2007. The Company will continue to pay 8% interest monthly based on the current outstanding principal balance of $200,000.
During the quarter ended December 31, 2007, the Company negotiated with RENN Capital Group to extend the maturity dates of all outstanding debt due before January 31, 2008. Pursuant to renewal and modification agreements the Company extended the total debt with an aggregate principal balance of $2,700,000 to February 27, 2008. In addition to extending the due date the Company also converted from cash payments of interest to interest payments in unregistered common stock beginning with all interest due and payable during the current quarter. In October 2007, the Company received an additional $100,000 from RENN Capital Group funds via wire transfer to help pay for legal and accounting fees relating to the merger and acquisition previously in process with Shea Development previously disclosed. Although the funds have no terms or interest due, the Company recorded it as a loan payable at the time of the funding and converted the balance due on October 9, 2009, at the same time the other debt was converted.
During the quarter ended March 31, 2008, the Company negotiated to extend the maturity dates of the entire $2,800,000 of debt that was due January 31, 2008. Pursuant to renewal and modification agreements signed during the quarter, the Company extended the total debt with an aggregate principal balance of $2,800,000 to May 30, 2008. In February 2008, the Company received an additional $50,000 from RENN Capital Group funds to pay for legal and accounting fees and support operations. The note was recorded as a loan payable on the Company’s financial reports. Interest of 8% will be paid in monthly installments beginning March 1, 2008, until the principal balance is paid in full. Interest may be paid in cash or in unregistered common stock at the Company’s discretion.
Pursuant to the Renewal and Modification Agreement dated October 24, 2008 the Company negotiated to extend the maturity dates of the entire $2,850,000 of debt from May 31, 2008 to April 30, 2009.
Pursuant to the Renewal and Modification Agreements dated as of November 12, 2007, all interest payments commencing on November 1, 2007 are due and payable in restricted shares of Company common stock or cash at the Company’s discretion. The number of shares to be issued shall be equal to the amount of interest payment due divided by the average of the last sales prices (or closing bid prices) for the five trading days immediately preceding the payment date. As such, during the year ended September 30, 2009 interest expense of $177,500 accruing to the note holders was converted into 14,837,898 shares of common stock (of which 8,899,320 shares were not issued as of September 30, 2009).
On January 26, 2009, the Company modified all non convertible debt held by RENN Capital Group managed funds, which included, RENN Capital Growth and Income Fund III, Inc., Renaissance US Growth Investment Trust, Plc., and Global Special Opportunities Trust Plc. Collectively, the “Lenders”. The Company had issued to the Lenders promissory notes with an aggregate value of $900,000. The Company and Lenders amended the notes so that such instruments shall be convertible, at any time and from time to time, at the option of the applicable Lender, convertible (in whole or in part) into shares of the Company’s common stock, at a conversion price of $0.01 per share. The Company also amended its articles of incorporation to increase the number of shares of its authorized common stock in order to have sufficient shares of common stock to satisfy the full conversion of all the Company’s outstanding securities which are convertible into, or exercisable for, shares of the Company’s common stock, including the notes.
Effective April 24, 2009, the Company entered into a Renewal and Modification Agreement (the “Renewal Agreement”) with US Special Opportunities Trust PLC (formerly BFS US Special Opportunities Trust PLC), Renaissance Capital Growth & Income Fund III, Inc., Renaissance US Growth Investment Trust PLC and RENN Capital Group, Inc. pursuant to which the maturity date of the Loan Documents as enumerated in the Renewal Agreement was changed so that payment of the unpaid principal, and all accrued and unpaid interest and any other charges, fees and payments due under the Loan Documents, are due and payable in full on September 30, 2009.
The Company and its Lenders negotiated an extension of the maturity date of the $2,850,000 in convertible debt to October 9, 2009. On October 9, 2009, the entire $2,850,000 of debt was converted into 113,446,099 shares of common stock based on the debt conversion terms in the original convertible debenture and the subsequent conversion agreement for the remaining outstanding debt.Additionally the Company issued 437,669 shares of common stock valued at $4,377 for accrued but unpaid interest on the notes through the conversion date of October 9, 2009, at a price of $0.01 per share.
NOTE 3 - SHAREHOLDER’S DEFICIENCY
During the quarter ended June 30, 2010, the company completed a reincorporation merger with its wholly owned subsidiary CMSF Corp. Delaware. CMSF Corp. became a Delaware domiciled corporation. In addition, the aggregate number of shares of capital stock that the Corporation will have authority to issue is 100,001,000,000 (one hundred billion one million), of which 100,000,000,000 (one hundred billion) will be shares of common stock, $0.000001 par value per share, and 1,000,000 (one million) of which will be shares of preferred stock, $0.000001 par value per share (the “Preferred Stock”). Commensurate with the change in par value, the Company reclassified $19,457,263 from par value to additional paid in capital.
During the years ended September 30, 2010 and 2009, the Company received approximately $78,000 and $245,000, respectively, from the sale of 7,795,173 and 24,604,881 shares respectively of unregistered common stock to Renn Capital Group at a price of $0.01 per share.. As of September 30, 2010 $24,100 was recorded as common stock to be issued representing 2,409,975 shares. The unissued shares will be issued prior to calendar year end. The Company used the funds to pay professional and other fees related to the ongoing filings with the Securities and Exchange Commission.
NOTE 4 - STOCK WARRANTS
The warrant summary and changes during the years ended September 30, 2010 and 2009 are presented below:
The following table summarizes information about warrants outstanding at September 30, 2010.
NOTE 5 - INCOME TAXES
The Company’s net deferred tax assets (using a federal corporate income rate of 34%) consist of the following at September 30, 2010 and 2009:
2010 2009
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:
At September 30, 2010, the Company has available net operating loss carry-forwards of approximately $19,000,000 for federal income tax purposes which expire in varying amounts through 2029. 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, 2010 were approximately $7,200,000 and primarily arise from the Company’s net operating loss carry forwards. A valuation allowance of approximately $7,200,000 was provided because management believes that the deferred tax assets are more likely than not to be unrealized.
NOTE 6 - DISCONTINUED OPERATIONS
Pursuant to a Stock Purchase Agreement dated as of January 26, 2009 (the “Purchase Agreement”) among the Company, CC Merger Corp. (the “Subsidiary”), a wholly owned subsidiary of the Company, and Stephen Crosson and Neil Murvin (collectively, the “Purchasers”), who are related parties, on March 31, 2009, (a) the Company transferred to the Subsidiary substantially all of its assets (the “Purchased Assets”), (b) the Purchasers purchased all of the outstanding shares of the Subsidiary, (c) the Subsidiary assumed all of the Company’s liabilities except any liability relating to indebtedness of the Company owed to funds advised by RENN Capital Group, Inc. (the “RENN Indebtedness”), and (d) the terms of all of the RENN Indebtedness which is not convertible into shares of the Company’s Common Stock were amended to make such indebtedness so convertible at $0.01 per share. The purchase price for the Purchased Assets was $1.00 in cash and 5% of the proceeds, if any, from the sale of all or substantially all of the voting stock of the Subsidiary Company; the sale of all or substantially all of the assets of the Subsidiary; a merger, share exchange or similar transaction with an unrelated entity pursuant to which the acquiring entity on the equity holders thereof hold more than a majority of the outstanding voting shares of the merged or surviving company’ or an initial public offering of the Subsidiary.
The Company has classified revenues and expenses and profit and loss of the sold business as discontinued operations.
The following table sets forth the combined results of operations related to discontinued operations for the years ended September 30, 2010 and 2009.
September 30, 2010
Revenues $ ---- $488,877
Expenses ---- (473,981)
Net Income ---- 14,896
Net gain on disposal ---- 313,176
Income from discontinued operations $ ---- $328,072
As of the date of purchase, March 31, 2009, the Company had total assets of $276,008 and total liabilities of $589,185, which were acquired or assumed, respectively, by the Purchasers. The net liabilities of $313,177 were purchased for $1 resulting in a net gain on disposal of discontinued operations of $313,176. The Company remains contingently liable for any additional liabilities that may occur as a result of its former operations.