U.S SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB/A Amendment 1
(Mark One)
[x] Annual report under Section 13 or 15 (d) of the Securities Exchange Act of
1934 (Fee required)
For the fiscal year ended April 30, 2008
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[ ] Transition report under Section 13 or 15 (d) of the Securities Exchange
Act of 1934 (No fee required)
For the transition period from _____ to _____
Commission file number 0-8299
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CAMELOT CORPORATION
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(Name of Small Business Issuer in Its Charter)
Colorado 84-0691531
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(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
18170 Hillcrest Road, Suite 100, Dallas, Texas 75252
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(Address of Principal Executive Office) (Zip Code)
PMB 249, 6757 Arapaho Road, Suite 711, Dallas, Texas 75248
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(Former Address of Principal Executive Office) (Zip Code)
(972) 612-1400
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(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
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Name of Each Exchange
Title of Each Class on Which Registered
------------------- -------------------
None None
Securities registered under Section 12(g) of the Exchange Act:
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None
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. [x] Yes [ ] No
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act) [x] Yes [] No
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in a definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [x]Yes [ ] No
Issuer's revenues for its most recent fiscal year is $ - .
As of May 9, 2008, the aggregate market value of the voting stock held by
non-affiliates was $124,722.
The number of shares outstanding of the Registrant's common stock $0.01 par
value was 49,236,106 at April 30,2008.
Documents Incorporated by Reference.
NONE
PART I
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Item 1. Business
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Camelot Corporation ("Registrant" or "the Company") is inactive, and is now a
blind pool company seeking merger opportunities. It was previously a holding
company but since the fiscal year ended April 30, 1999 the Company has no
operations, and all previous business activities have been discontinued. All its
subsidiaries have been dissolved by its various states of incorporation.
The Company was incorporated in Colorado on September 5, 1975, and completed a
$500,000 public offering of its common stock in March 1976. The Company has made
several acquisitions and divestments of businesses (see Discontinued Activities
- - Acquisition and Divestment History). The Company was delisted from NASDAQ's
Small Cap Market on February 26, 1998. Subsequently it was unable to raise the
additional capital required to continue the activities of its operating
subsidiaries. Its principle subsidiary, Third Planet Publishing, Inc. sold all
rights, title and interests to its software and hardware products on March 31,
1998 and has since been dissolved by the state of Florida. Its remaining
operating subsidiary mrcdrom.com, inc. liquidated its inventory and ceased
trading in July, 1998. In July, 1998 all employees of Camelot and its
subsidiaries were terminated. Its directors and officers have since provided
unpaid services on a part-time basis to the Company.
The Registrant has had no success in finding companies with which to merge,
during the past three years. The basis on which future decisions to merge with
the Registrant will be the opinion of Mr. Daniel Wettreich, President of the
Registrant, regarding primarily the quality of the businesses that are to be
merged and their potential for future growth, the quality of the management of
the to be merged entities, and the benefits that could accrue to the
shareholders of the Registrant if the merger occurred. The Registrant has no
particular advantage as a blind pool company over any other blind pool company,
and there can be no guarantee that a merger will take place, or if a merger does
take place that such merger will be successful or be beneficial to the
stockholders of the Registrant.
Discontinued Activities - Acquisition and Divestment History
The Company's activities were conducted through subsidiaries, all of which are
now discontinued or have been sold. Third Planet Publishing, Inc., (`Third
Planet") (established in January 1995) was a research and development company
developing hardware and software solutions for audio and video conferencing over
the Internet. mrcdrom.com, inc. ("mrcdrom.com"), (established in March 1998) was
an Internet catalog retailer of software. Camelot Internet Access Services, Inc.
("CIAS"), (established in June 1996) was a provider of Internet access services.
Alexander Mark Investments (USA), Inc. ("AMI") (80% acquired in May 1997) was a
U.S. public holding company whose only investment was a shareholding in Meteor
Technology plc ("Meteor") a U.K. public company.
Third Planet was a research and development company focusing on the development
of VideoTalk, a video conferencing system for the Internet. Approximately
$7,000,000 was expended by Third Planet in developing VideoTalk and its
ancilliary software product DigiPhone since inception. VideoTalk was
successfully demonstrated at COMDEX in the later part of 1997. However, a lack
of funds for marketing the product was experienced in 1998. Following the
Company's delisting from NASDAQ Small Cap Market in February, 1998 Third Planet
sold on March 31, 1998 all rights, title and interest in VideoTalk and its
ancilliary products to Wincroft, Inc. a US public company traded on the OTC
Bulletin Board. The consideration was $7,002,056 payable by the issuance of
5,000,000 Preferred Shares, Series A and 1,028,000 Common Shares in Wincroft
together with a $2,000,000 note. Subsequently, on June 29, 1998 the $2,000,000
note was converted into 2,000,000 Preferred Shares, Series B in Wincroft.
The Company made other acquisitions as follows:
Date Name Business Cost
-------------- ------------------------ --------------------- --------
March 1991 Vesta Land Title Company Titles $120,000
July 1991 Business Investigations Investigations $312,231
July 1992 McKee-Blanchard Appraisals $ 32,203
September 1992 First Appraisal Group Appraisals $ 15,000
June 1994 Maxmedia Distributing Software Distribution $168,500
These companies ceased doing business in July 1994, July 1994, November 1993,
November 1993, and May 1995, respectively.
On September 16, 1988, the Company acquired Stock Transfer Company of America,
Inc. ("STCA"), a transfer agent, for 6,666 newly issued common shares of the
Company (post reverse split). In connection with this transaction, Daniel
Wettreich was appointed a Director, Chairman and Chief Executive Officer and
Jeanette Fitzgerald was appointed a Director. On April 11, 1994, following a
decision by the Directors of the Company to discontinue financial services
activities, STCA was sold to a company affiliated with Mr. Wettreich for book
value, $13,276. (See Item 12. Certain Relationships and Related Transactions).
On March 2, 1990, the Company's subsidiary, Beecher Energy, Ltd. ("Beecher") was
listed on the Vancouver Stock Exchange in an initial public offering. The
Company sold its 69% shareholdings in Beecher on July 6, 1994 for C$400,000, (US
$288,293).
In January 1991, the Company acquired for cash an 80% majority interest in Forme
Capital, Inc. ("Forme") a publicly traded real estate company from the wife of
Mr. Wettreich. In September 1993, the Company sold to Forme two office
properties and then sold all its investment in Forme for cash (approximately
$40,000) to Mrs. Wettreich. These transactions were approved by the shareholders
of the Company at the Annual Meeting held on February 15, 1994.
In July, 1993, Registrant acquired approximately 40% of the issued share capital
of Goldstar Video Corporation ("GVC"), a video marketing company for a net price
of $92,432. Registrant also made a $150,000 secured loan to GVC. Further,
Goldstar Entertainment, Inc. ("GEI") a subsidiary of Registrant acquired certain
licenses and other assets from GVC for $375,000. Thereafter Registrant's
subsidiary Camelot Entertainment, Inc. commenced business as a video marketing
company. On October 20, 1993, GVC filed for protection from creditors under
Chapter 11 of the Bankruptcy Code which was converted to Chapter 7 on February
4, 1994. Registrant was not a controlling shareholder of GVC. The Company's
subsidiary Camelot Entertainment, Inc. filed under Chapter 7 of the US
Bankruptcy laws in January 1995.
In November 1995, Registrant appointed Firecrest Group plc a public company, as
exclusive distributor for DigiPhone in the United Kingdom and Ireland in
consideration for $1,950,575 payable by shares equal to approximately 10% of
Firecrest. ("Digiphone Rights") In March 1996 all relations with Firecrest were
terminated and Registrant sold all its shares in Firecrest in market
transactions. Subsequently, Firecrest sold its DigiPhone Rights to Meteor. In
July 1996, Registrant sold the European rights to distribute DigiPhone to
DigiPhone Europe Ltd which became a subsidiary of Meteor. The consideration was
(pound)5,000,000 of loan stock which was subsequently converted into Meteor
shares. In November 1996 Registrant sold the international DigiPhone rights to
Meteor for (pound)1,000,000 of loan stock which subsequently was converted into
Meteor shares. In May 1998, DigiPhone International, Ltd. a Meteor subsidiary,
became the exclusive marketing company for all Third Planet products on a
worldwide basis.
In May 1997, Registrant acquired approximately 80% of AMI whose principle asset
was approximately 57% of Meteor. The consideration (post reverse split) payable
to the seller, Adina, Inc. ("Adina") was 892,015 Preferred Shares, Series J of
Registrant and 453,080 Preferred Shares, Series J in deferred consideration.
Following the transaction Adina had 49% of the voting rights attributable to the
issued and outstanding common and preferred shares of Registrant. Mr. Wettreich
was a director of Adina and did not participate in any directors' votes in
relation to this transaction.
Registrant, through its acquisition of 80% of AMI in May 1997 obtained control
of Meteor, a U.K. listed public company which was subsequently renamed Constable
Group plc. Meteor's two operational subsidiaries, were DigiPhone International
Ltd. and Meteor Payphones Ltd. DigiPhone International was the worldwide
distributor for all products developed by Third Planet and was sold to
Registrant in January, 1998 for cancellation of (pound)500,000 loan stock owed
to Camelot by Meteor. All rights owned by DigiPhone International were
transferred to Third Planet Publishing prior to the sale of VideoTalk to
Wincroft. Registrant sold all its shareholding in AMI for $38,063 on March 20,
1998. Meteor Payphones and its sister payphone companies were placed into
liquidation on 30th March 1998. Constable Group plc (formerly Meteor Technology
plc) was placed into liquidation on 31st July 1998.
mrcdrom.com began operations in April, 1997 as an Internet shopping company
selling software titles over the World Wide Web. It also announced the filing of
a registration statement to raise up to $12,000,000 through an initial public
offering ("IPO") over the Internet, however such registration was withdrawn and
no funds were raised. mrcdrom.com had losses throughout its trading history and
due to the inability of Registrant to fund such continuing losses ceased doing
business in July, 1998, liquidated all its inventory, and terminated all its
employees.
Camelot Internet Access Services, Inc. was an Internet services provider formed
in January 1996 using the UUNet backbone. This subsidiary's principle activities
were the provision of support services for Registrant and the provision of
Internet access to users of DigiPhone who would otherwise be unable to access
the Internet. The Company became inactive during 1997.
In February 1997, Registrant acquired from Meteor the U.S.A. and Canadian rights
to PCAMS software, a payphone contract and management system originally
developed for Meteor's payphone subsidiary. The consideration was cancellation
of (pound)2,000,000 unsecured convertible loan stock owed by Meteor to Camelot,
and the issuance by Camelot of 3,238,400 restricted common shares of Camelot.
Management intended to utilize PCAMS software both by offering such software to
independent providers and by seeking acquisitions of payphone businesses.
Registrant's limited resources precluded active marketing of this product and in
March 1998 the product was sold back to Meteor for (pound)70,000.
Employees
As of July 14, 1998, the Company ceased having any employees. Its directors and
officers have since provided unpaid services on a part-time basis as needed to
the Company.
Item 2. Properties
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Company previously leased, approximately 25,700 square feet of warehouse and
office space in Carrollton, Texas on a lease expiring on December 31, 2000. As
of July 24, 1998 this lease was terminated by the payment of $39,781 by the
Company to the landlord and the Company has no further liability under the terms
of the lease. The Company shares offices with an affiliate of its President on
an informal basis.
Item 3. Legal Proceedings
-----------------
Registrant has received a decision from the Comptroller of Public Accounts of
the State of Texas relating to a Franchise Tax determination for the period
1/1/96 through 12/31/98. The Comptroller's decision became due October 17, 2001,
and following an Order Denying Motion for Rehearing, such decision became
effective on November 26, 2001. Registrant has consequently become liable in the
amount of $78,542.65 and plus accrued interest. The company has accrued $105,200
for this potential liability through 4/30/06. As the Company believes it is at
least reasonably possible that any further interest accrual will not be paid, no
amounts have been recorded for the year ended 4/30/08.
Registrant has been advised that a Notice of Filing of Petition to Register
Foreign Judgment is being made to domesticate in the State of Texas a judgment
obtained Re: The Audio Visual Group dba AIMS Media v Goldstar Entertainment
Video Corporation, etc. et al. No further information has been obtained with
regard to this Notice, however should such petition be successful Registrant may
become liable in the amount of $550,000.
No other material legal proceedings to which the Company is a party is subject
or pending and no such proceedings are known by the Company to be contemplated.
There are no proceedings to which any director, officer or affiliate of the
Company, or any owner of record (or beneficiary) of more than 5% of any class of
voting securities of the Company is a party adverse to the Company.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
No matters were submitted to a vote of the security holders during the final
quarter of the fiscal year or subsequent to the end of the fiscal year.
Part II
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Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
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The Company's common stock trades on the OTC Bulletin Board under the symbol
"CAML.PK". The following table sets forth the quarterly high and low prices of
the common stock for the last two years. They reflect inter-dealer prices,
without retail mark-up, mark-down or commission, and may not necessarily
represent actual transactions
2008 High Low
---- ---- ---
First July 31, 2007 0.03 0.03
Second October 31, 2007 0.03 0.03
Third January 31, 2008 0.03 0.03
Fourth April 30, 2008 0.03 0.03
2007
----
First July 31, 2006 0.04 0.04
Second October 31, 2006 0.03 0.03
Third January 31, 2007 0.03 0.03
Fourth April 30, 2007 0.03 0.03
As of April 30, 2003, the Company had approximately 1,275 shareholders of record
of Company's common stock. No dividends have been declared on the stock in the
last two fiscal years and the Board of Directors does not presently intend to
pay dividends in the near future.
Recently issued accounting pronouncements
In December 2007, the Financial Accounting Standards Board ("FASB") revised
Statement of Financial Accounting Standards ("SFAS") No. 141. This Statement
requires an acquirer to measure the identifiable assets acquired, the
liabilities assumed, and any noncontrolling interest in the acquiree at their
fair values on the acquisition date, with goodwill being the excess value over
the net identifiable assets acquired. SFAS No. 141(R) is effective as of the
beginning of the Company's first fiscal year beginning on or after December 15,
2008. The Company does not expect application of SFAS No. 141(R) to have a
material effect on its financial statements.
In December 2007, the FASB issued SFAS No. 160. This Statement clarifies that a
noncontrolling interest in a subsidiary should be reported as equity in
consolidated financial statements. The calculation of earnings per share will
continue to be based on income amounts attributable to the parent. SFAS 160 is
effective as of the beginning of the Company's first fiscal year that begins on
or after December 15, 2008. The Company does not expect application of SFAS No.
160 to have a material effect on its financial statements.
Item 6. Management Discussion and Analysis
----------------------------------
2008
The Company's revenue for the period ended April 30, 2008 was $-0- compared with
$0 for the previous period. Net loss for the year was ($5,135) compared with a
loss for the previous year of ($22,298). The losses for 2008 and 2007 were
primarily due to auditing fees, and accrued franchise taxes following from a
decision from the Comptroller of Public Accounts of the State of Texas.
The consolidated balance sheets for the period show total assets of $90 compared
with $90 for the previous period.
Liquidity and Capital Resources
2008
Net cash used in operating activities for the period ended April 30, 2008 was $0
compared with $0 in 2007. Net cash used by investing activities was $0 compared
with $0 in 2007. Net cash provided by financing activities was $0 compared with
$0 in 2007. There is a cash balance of $90 for the period ended 4/30/08 compared
with $90 for the previous period. Expenses of the Company are funded by its
majority shareholder.
Item 7. Financial Statement
-------------------
Index to Financial Statements Page
----
Report of Independent Auditors F-1
Financial Statements
Balance Sheet - April 30, 2008 F-2
Statements of Operations for the
years ended April 30, 2008 and 2007 F-3
Statements of Accumulated Deficit for the
years ended April 30, 2008 and 2007 F-4
Statements of Cash Flows for the years ended
April 30, 2008 and 2007 F-5
Notes to Financial Statements F-6 to F-9
Comiskey and Company, P.C.
789 Sherman Street Telephone (303) 830 2255
Suite 385
Denver, Colorado, 80203
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
Camelot Corporation
We have audited the accompanying consolidated balance sheet of Camelot
Corporation as of April 30, 2008 and 2007 and the related statements of
operations, stockholders' equity, and cash flows for each of 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 (U.S.). Those standards require that we plan and
perform the audit 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 audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also 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 consolidated financial position of Camelot
Corporation as of April 30, 2008 and 2007 and the results of its operations and
cash flows for each of the two years then ended, in conformity with generally
accepted accounting principles 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 4 to the
financial statements, the Company's significant operating losses raise
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Comiskey and Company
PROFESSIONAL CORPORATION
June 13, 2008
F-1
CAMELOT CORPORATION
Balance Sheet
April 30, 2008
ASSETS
CURRENT ASSETS
April 30, 2008 April 30, 2007
(Audited) (Audited)
Cash and cash equivalents $ 90 $ 90
------------ ------------
Total current assets 90 90
------------ ------------
Total Assets $ 90 $ 90
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 1,027 $ 790
Accounts payable - related party 6,099 1,201
Franchise tax payable 105,200 105,200
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Total current liabilities 112,326 107,191
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STOCKHOLDERS' EQUITY
Common stock, $.01 par value, 50,000,000 shares
authorized,49,236,106 and 6,236,106 shares issued
and outstanding at April 30, 2007 and 2006 respectively 492,361 492,361
Preferred stock, $.01 par value, 100,000,000 shares
authorized, no shares issued
and outstanding
Additional paid-in capital 35,210,702 35,210,702
Accumulated deficit (32,978,602) (32,973,467)
Less treasury stock at cost, 29,245 shares (2,836,697) (2,836,697)
------------ ------------
Total stockholders' equity (112,236) (107,101)
------------ ------------
Total liabilities & stockholders' equity $ 90 $ 90
============ ============
The accompanying notes are an integral part of the financial statements
F-2
CAMELOT CORPORATION
Statements of Operations
Years Ended April 30,
2008 2007
------------ ------------
REVENUES $ -- $ --
OPERATING EXPENSES
General and administrative 5,135 22,298
Franchise taxes -- --
------------ ------------
Total costs and expenses (5,135) 22,298
NET INCOME (LOSS) $ (5,135) $ (22,298)
============ ============
INCOME (LOSS) PER SHARE $ (.001) $ (.001)
============ ============
Weighted average number of common stock
and common stock equivalent shares 49,236,106 6,236,106
The accompanying notes are an integral part of the financial statements
F-3
CAMELOT COPORATION
Statements of Stockholders' Equity
Years Ended April 30, 2008 and 2007
Common Stock Additional Total
------------ Paid-in Treasury Accumulated Stockholders'
Number Par Value Capital Stock (Deficit) Equity
------------ ------------ ------------ ------------ ------------ ------------
Balance, April 30, 2006 6,236,106 $ 62,361 $ 35,611,950 $ (2,836,697) (32,951,169) $ (113,555)
Related Party payable
converted to stock 43,000,000 430,000 (401,248) -- -- 28,752
Net loss -- -- -- -- (22,298) (22,298)
------------ ------------ ------------ ------------ ------------ ------------
Balance, April 30, 2007 49,236,106 $ 492,361 $ 35,210,702 $ (2,836,697) (32,973,467) $ (107,101)
Net loss -- -- -- -- (5,135) $ (5,135)
------------ ------------ ------------ ------------ ------------ ------------
Balance, April 30,2008 49,236,106 $ 492,361 $ 35,210,702 $ (2,836,697) (32,978,602) $ (112,236)
The accompanying notes are an integral part of the financial statements
F-4
CAMELOT CORPORATION
Statements of Cash Flows
Years Ended April 30,
2008 2007
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (5,135) $ (22,298)
Adjustments to reconcile net loss to
net cash used in operating activities:
Increase (decrease) in:
Accounts payable and accrued expenses 237 790
Accounts payable - related party 4,898 21,508
--------- ---------
Net cash used in operating activities -- --
CASH FLOW FROM INVESTING ACTIVITIES:
Net cash provided by (used in) investing activities -- --
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net cash provided by (used in) financing activities -- --
--------- ---------
NET INCREASE (DECREASE) IN CASH -- --
Cash at beginning of year 90 90
--------- ---------
Cash at ending of year $ 90 $ 90
========= =========
The accompanying notes are an integral part of the financial statements
F-5
CAMELOT CORPORATION
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Activity and Principles of Consolidation
The Company is now inactive and all its operating subsidiaries have
discontinued operations. The Company was primarily engaged in research and
development of Internet software and hardware and the retailing of computer
software over the Internet. Discontinued operations of subsidiaries were
involved in selling software products through retail stores located in the
Dallas metroplex, the provision of internet services, video marketing and
distribution, financial services, real estate rentals, and oil and gas
development.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents. Cash equivalents
are composed primarily of investments in a money market account.
Income (Loss) Per Share
Income (Loss) per common share is computed on the basis of the weighted
average number of common shares outstanding during the respective periods.
Outstanding stock warrants, options and preferred shares are excluded from
the computations, as their effect would be anti-dilutive.
Income Taxes
Deferred income taxes are determined using the liability method under which
deferred tax assets and liabilities are determined based upon differences
between financial and tax basis of assets and liabilities.
Fair Value of Financial Instruments
Fair value of financial instruments are estimated to approximate the
related book value, unless otherwise indicated, based on market information
available to the Company.
Impairment of Long-Lived Assets
Impairment losses are recorded on long-lived assets and certain
identifiable intangible assets held and used in operations whenever events
or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable.
Use of Estimates
In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
F-6
Going Concern
The Company has incurred losses since inception and has negative equity and
working capital. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. Management plans to fund
operations of the company through non-interest bearing advances from
existing shareholders, private placements of restricted securities, or the
issuance of stock in lieu of cash for payment of services until such time
as a business combination or other profitable investment may be achieved.
There are no written agreements in place for such funding or issuance of
securities, and there can be no assurance that such will be available in
the future.
Recently issued accounting pronouncements
In December 2007, the Financial Accounting Standards Board ("FASB") revised
Statement of Financial Accounting Standards ("SFAS") No. 141. This
Statement requires an acquirer to measure the identifiable assets acquired,
the liabilities assumed, and any noncontrolling interest in the acquiree at
their fair values on the acquisition date, with goodwill being the excess
value over the net identifiable assets acquired. SFAS No. 141(R) is
effective as of the beginning of the Company's first fiscal year beginning
on or after December 15, 2008. The Company does not expect application of
SFAS No. 141(R) to have a material effect on its financial statements.
In December 2007, the FASB issued SFAS No. 160. This Statement clarifies
that a noncontrolling interest in a subsidiary should be reported as equity
in consolidated financial statements. The calculation of earnings per share
will continue to be based on income amounts attributable to the parent.
SFAS 160 is effective as of the beginning of the Company's first fiscal
year that begins on or after December 15, 2008. The Company does not expect
application of SFAS No. 160 to have a material effect on its financial
statements.
2. INCOME TAXES
The Company had no current State or Federal income tax expense for each of
the years ended April 30, 2008 and 2007.
Deferred tax assets and liabilities are determined based on the difference
between currently enacted tax rates. Deferred tax expense or benefit is the
result of the changes in deferred tax assets and liabilities.
Deferred income taxes arise principally from the temporary differences
between financial statement and income tax recognition of allowance for
doubtful accounts, note receivable allowance, investment valuation
adjustments, inventory reserve and from net operating losses.
F-7
The components of deferred taxes at April 30, 2008 in the accompanying
balance sheet is summarized below:
Note receivable allowance 680,000
Net operating loss carryforward 25,514,000
Less valuation allowance (26,194,000)
-----------
Deferred tax asset-net $ -
At April 30, 2008, the Company has approximately $26,000,000 of unused
Federal net operating loss carryforwards, which expire in the years 2008
through 2027.
The use of these operating loss carryforwards to offset future taxable
income will be limited pursuant to Internal Revenue Code Section 382 as a
result of any proposed change of control of the Company, including the
ownership change which occurred in November 2006. (See Note 3)
3. STOCKHOLDERS' EQUITY
On November 28, 2006, the Board of Directors of Camelot Corporation, acting
by written consent, issued 43,000,000 restricted common shares of the
Company in full and final settlement of indebtedness in the total amount of
$28,752 owed by the Company to Daniel Wettreich its President and Director.
This indebtedness was incurred by the Company during the last two years due
to its limited cash resources. As a result of the inability of the Company
to pay its corporate expenses, and in particular recent legal fees in the
amount of $18,741, such expenses were either paid on behalf of the Company
by Daniel Wettreich, or the monies needed to pay corporate expenses were
loaned to the Company by Daniel Wettreich. Following this transaction
Daniel Wettreich now controls 87.33 % of the presently issued and
outstanding common shares of the Company.
Preferred Stock
The Company has 100,000,000 authorized shares of $.01 par value preferred
stock with rights and preferences as designated by the board of directors
at the time of issuance. The Company has the following series of preferred
stock issued and outstanding at April 30, 2007:
Number of Shares
Series of Authorized Issued and
Preferred Stock Outstanding
--------- ---------- -----------
A 2,000 -
B 75,000 -
C 50,000 -
D 66,134 -
E 108,056 -
F 15,000 -
BB 1,000,000 -
G 5,333,333 -
H 17,000,000 -
I 10,000,000 -
K 412,000 -
L 500,000 -
---------- -----------
TOTAL 34,561,523 -
F-8
Series E preferred shares were entitled to receive a cumulative dividend
equivalent to $1,600 per month, of which none have been declared or
accrued.
Series H preferred shares ("Series H") were entitled to receive a dividend
of 9% payable quarterly. The Series H are convertible to common shares at
twenty percent off the closing price of the common shares. No dividends
have been declared or accrued.
Series L preferred shares ("Series L") were entitled to receive a
cumulative dividend of 7%, payable in common shares of the Company. The
Series L are convertible to common shares at twenty percent off the closing
price of the common shares. All shares were automatically converted into
common shares two years after issuance. No dividends have been declared or
accrued.
Any split or combination of common shares required a simultaneous split or
combination of each series of preferred shares and visa versa. Upon
liquidation or dissolution of the Company, holders of each series of
preferred shares were entitled to receive, to the extent of their par
value, pro rata with other preferred shareholders and before holders of
common shares, all assets legally available for distribution to
stockholders. Each series of preferred shares outstanding as of fiscal
year-end is nonvoting.
4. CONTINGENCIES
Litigation
As of 4/30/08 the Company is liable for Texas state franchise taxes and
accrued interest of approximately up to $111,500. Of this $105,200 has been
accrued in these financial statements. Management believes it is at least
reasonably possible that the amount actually paid at settlement will not
exceed the amount previously accrued and as a result, has not made
additional accruals for the current year.
Also, the Company has been advised that a Notice of Filing of Petition to
Register Foreign Judgment is being made to domesticate in the State of
Texas a judgment obtained regarding The Audio Visual Group dba AIMS Media v
Goldstar Entertainment Video Corporation. Should such petition be
successful, the Company may become liable in the amount of $550,000.
Going Concern
The accompanying financial statements have been prepared assuming that the
company will continue as a going concern. The company has had recurring
operating losses for the past several years and is dependent upon financing
to continue operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty. It is management's plan to find an operating company to merge
with, thus creating necessary operating revenue.
5. RELATED PARTY TRANSACTIONS
The Company's Chief Executive Officer & majority shareholder has accrued
funds to pay creditors of the Company. During the year ended April 30,
2008, a total of $5,135 was advance and $6,099 was owed at year end.
The Company's stock transfer agent is Stock Transfer Company of America,
Inc., which is operated by the Company's CEO. No amounts were paid or
accrued for transfer agent fees in 2008 or 2007.
F-9
Item 8. Disagreements on Accounting and Financial Disclosure
----------------------------------------------------
During the past two years, there were no disagreements between the Company and
the auditors regarding any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.
Change in Independent Accountants
None
Item 8A(T). Controls and Procedures
-----------------------
Evaluation of disclosure controls and procedures
Disclosure controls are controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed under the Exchange Act
is recorded, processed, summarized and reported, within the time periods
specified in the SEC's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by a company in the reports that it files
or submits under the Exchange Act is accumulated and communicated to the
company's management, including its principal executive and principal financial
officers, or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure. Our management carried out an
evaluation under the supervision and with the participation of our Chief
Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, the Company's
Chief Executive Officer and Chief Financial Officer has concluded that the
Company's disclosure controls and procedures were not effective as of April 30,
2008, due to management's failure to include its report on internal control over
financial reporting in the Form 10-KSB as required.
(b) Management's Report on Internal Control over Financial Reporting
Our company's management is responsible for establishing and maintaining
adequate internal control over financial reporting (as defined in Rules
13a-15(f) and 15d-15(f) of the Exchange Act) for our company. Our company's
internal control over financial reporting is designed to provide reasonable
assurance, not absolute assurance, regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles in the United States of
America. Internal control over financial reporting includes those policies and
procedures that: (i) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of our
company's assets; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles in the United States of
America, and that our company's receipts and expenditures are being made only in
accordance with authorizations of our management and directors; and (iii)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. 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 the policies or procedures may deteriorate.
As required by Rule 13a-15(c) promulgated under the Exchange Act, our
management, with the participation of our Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of our internal control over
financial reporting as of April 30, 2008. Management's assessment was based on
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission in Internal Control over Financial Reporting --Guidance for Smaller
Public Companies. In performing the assessment, management has concluded that
our internal control over financial reporting was effective as of April 30,
2008.
This annual report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this annual report.
(c) Changes in Internal Control over Financial Reporting
There were no other significant changes in our internal control over financial
reporting during the year ended April 30, 2008, that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.
PART III
--------
Item 9. Directors and Executive Officers of the Registrant
--------------------------------------------------
The following persons serve as directors and/or officers of the Company as of
July 10,2006:
Name Age Position Period Served Term Expires
---- --- -------- ------------- ------------
Daniel Wettreich 56 Chairman, September 16, 1988 Next Annual
President, Meeting
Director
Daniel Wettreich
----------------
Daniel Wettreich is Chairman, President and Director of the Company since
September 1988.
Item 10. Executive Compensation
----------------------
The following table lists all cash compensation exceeding $100,000 paid to
Company's executive officers for services rendered in all capacities during the
fiscal year ended April 30, 2008. No bonuses were granted to any officer, nor
was any compensation deferred.
SUMMARY COMPENSATION TABLE
================================================================================
Restricted
Name and Principal Other Annual Stock Option
Position Year Salary Bonus Compensation Award(s) SARs
------------------ ---- ------ ----- ------------ ---------- ------
Daniel Wettreich 2008 - - - - -
Chairman and CEO 2007 - - - - -
2004 - - - - -
================== ==== ====== ===== ============ ========== ======
Directors of the Company are reimbursed for reasonable expenses incurred in
attending meetings of the Board of Directors.
Company has no compensatory plans or arrangements whereby any executive officer
would receive payments from the Company or a third party upon his resignation,
retirement or termination of employment, or from a change in control of Company
or a change in the officer's responsibilities following a change in control.
Item 11. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
The following table sets forth as of July 10,2007 information known to the
management of the Company concerning the beneficial ownership of Common Stock by
(a) each person who is known by the Company to be the beneficial owner of more
than five percent of the shares of Common Stock outstanding, (b) each director
at that time, of the Company (including principal directors of subsidiaries)
owning Common Stock, and (c) all directors and officers of the Company
(including principal directors of subsidiaries) as a group (1 person).
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
----------------- -------------------- --------
Daniel Wettreich 43,000,000 87.33%
18170 Hillcrest Road, Suite 100
Dallas, Texas 75248
All Officers and Directors 43,000,000 87.33%
as a group (1 person)
* Under 0.1%
Item 12. Certain Relationships and Related Transactions
----------------------------------------------
On February 24, 1999 in order to provide cash and future stream of cash flow the
Company sold to Texas Country Gold Development, Inc., a company affiliated with
its President, 700,000 shares of Wincroft for $87,500 payable $1,000 in cash and
in a note yielding 6%.
On May 20, 1997 Adina, Inc. a company affiliated with Mr Wettreich subscribed
for (post reverse) 1,345,295 restricted Preferred Shares, Series J of the
Company with payment by the transfer of 6,029,921 restricted common shares of
Alexander Mark Investments (USA), Inc. to the Company. 892,215 of the Preferred
Shares were issued upon execution of the Agreement and 453,080 were subsequently
issued as deferred consideration. The Preferred Shares have one vote per share
and vote with the common shares, are non convertible, non-yielding and are
subordinate to outstanding preferred shares but have a liquidation preference
over common shares. On April 18, 1998 Adina sold the Preferred Shares, Series J
to Forsam Venture Funding, Inc., a company of which Mr. Wettreich is a director
and officer.
Stock Transfer Company of America, Inc., ("STCA") a company affiliated with the
President of the Company provided services during the year ended April 1999, and
1998 as a securities transfer agent. A total of $1,000, and $18,855 were paid by
Company for these services. In the opinion of the Board of Directors, the terms
of these transactions were as fair to the company as could have been made with
an unaffiliated party. Additionally, STCA received management services from the
Company and paid $6,000 per month starting in November 1997 until April 30,
1998.
Until March 1998 the Company leased 10,000 square feet of offices from Forme
Capital, Inc., a company affiliated with the President of the Company. Total
rent paid during fiscal 1998 and 1997 was $135,383 and $80,000, respectively.
The lease agreement and transactions related thereto were approved by a vote of
Company's shareholders. In September 1997 the lease was terminated by mutual
consent and the Company paid approximately $17,000 on a month to month basis
thereafter. In February, 1998 the Company vacated the premises and consolidated
its offices at 2415 Midway Road. The Company surrendered the Midway lease to the
landlord in July 1998 for $39,781.
During fiscal 1998 and 1997, Company received dividend payments from Forme
Capital, Inc., Preferred Shares Series C in the amount of $46,657 for 1998 and
$46,657 for 1997.
On January 17, 1996, the Company's disinterested directors approved a secured
loan to the Corporate Secretary in the amount of $75,156 to exercise options to
purchase Company stock. This loan bears interest at a rate 6% per annum. The
Company agreed to accept Company stock in settlement of the loan.
On August 1, 1996, the Company's disinterested directors approved a secured loan
to the Corporate Secretary in the amount of $14,000. This loan bears interest at
a rate of 6% per annum and was repaid as of January 31, 1997.
On September 25, 1996 the Company's disinterested directors approved a non
recourse secured loan to the President of the Company in the amount of
$1,800,000. This loan bears interest at a rate of 6% per annum. During the
quarter ended January 31, 2002 the Company extinguished as paid in full this
non-recourse loan by the transfer to the Company as treasury stock of 1,345,295
Preferred Stock Series J of the Company, such preferred shares being transferred
to the Registrant as substitution for and in lieu of the original collateral of
a Pledge Agreement securing such non-recourse loan which was secured only on
36,250 post-reverse split common shares of the Registrant, and which had been
subsequently written off by the Company as uncollectable.
On March 4, 1997, the Company acquired the US and Canadian rights to PCAMS
software a payphone contract and management system software from Meteor
Technology, plc payable by the cancellation of (pound)2,000,000 of loan stock
owed to the Company by Meteor and (pound)500,000 by the issuance by the Company
to Meteor of 80,960 restricted common shares. Mr. Wettreich and Ms. Fitzgerald
who were directors of both companies at the time did not participate in any
directors votes in relation to this transaction. On May 11, 1998 the PCAMS
software was sold back to Meteor for (pound)70,000 as the Company did not have
sufficient funds to market the software and was restricted in its ability to
sublicense the software.
On May 20, 1997, the Company's subsidiary Third Planet amended the terms of its
existing distribution agreement with DigiPhone International a subsidiary of
Meteor Technology plc, to market exclusively all TPP products on a worldwide
basis. Mr. Wettreich and Ms. Fitzgerald who were directors of these companies at
the time did not participate in any directors votes in relation to this
transaction.
In May, 1997, the Company accepted a Preferred Share, Series J stock
subscription by Adina, Inc., a public company of which Mr. Wettreich was a
director and officer. Mr. Wettreich did not participate in any directors vote in
respect to this transaction. The consideration for the issuance of the Preferred
Shares was the transfer of eighty (80%) percent of Alexander Mark Investments
(USA), Inc. a public company whose major asset was fifty-seven (57%) percent of
the outstanding ordinary shares of Meteor. The Preferred Shares, Series J have
one vote per share voting with the common shares, have a liquidation preference
over the common shares but are subordinate to the outstanding Preferred Shares,
are not convertible and pay no dividends. They also are subject to a forward or
reverse split in any instances for which the common shares are subject to a
forward or reverse split on the exact same basis.
On May 30, 1997, the Company subscribed for(pound)500,000 1997-2007 10%
unsecured redeemable loan stock of Meteor by paying cash. Mr. Wettreich and Ms.
Fitzgerald who were directors of both companies at the time, did not participate
in any directors votes in relation to this transaction.
On March 20, 1998 Registrant sold to Forsam Venture Funding, Inc. 3,837,706
shares in Alexander Mark investments (USA),Inc for its then net asset value per
share of $24,233 payable by the issuance by Forsam of 8% Preferred Shares. Mr.
Wettreich is a director of Forsam and did not participate in any director vote
relating to this transaction. At the same time Registrant sold to Abuja
Consultancy, Ltd. 2,192,265 shares in Alexander Mark Investments (USA), Inc. for
$13,830 cash. These transactions represented Registrants total shareholding in
Alexander Mark Investments (USA),Inc.
On March 20, 1998 Registrant sold to Abuja Consultancy, Ltd. 1,149,464 shares in
Meteor Technology plc representing its total shareholding in that company for a
price calculated at the then pro rata net asset value of Meteor amounting to
$16,187 cash.
On March 23, 1998, Registrant acquired from Alexander Mark Investments (USA),
Inc. 43,000 Preferred Shares, Series B of Forsam Venture Funding for $43,000
cash.
On February 23, 2003 the Board of Registrant determined that in order to pursue
a merger transaction it was in Registrant's interest to present a corporate
structure and financial statement structure that would be most conducive to
effecting such a merger transaction, and that as Registrant was still the owner
of 700,000 shares in Wincroft, Inc, a company affiliated with the President of
Registrant, which shares have been written down to nil value in Registrant's
books for several years, Registrant transfered for nil consideration all the
shares of Wincroft,Inc owned by Registrant to Wincroft, Inc as Treasury shares.
On November 28, 2006, the Board of Directors of Registrant acting by written
consent, issued 43,000,000 restricted common shares of the Company in full and
final settlement of indebtedness in the total amount of $28,752 owed by the
Company to Daniel Wettreich its President and Director. This indebtedness was
incurred by the Company during the last two years due to its limited cash
resources. As a result of the inability of the Company to pay its corporate
expenses, and in particular recent legal fees in the amount of $18,741, such
expenses were either paid on behalf of the Company by Daniel Wettreich, or the
monies needed to pay corporate expenses were loaned to the Company by Daniel
Wettreich. Following this transaction Daniel Wettreich now controls 87.33 % of
the presently issued and outstanding common shares of the Registrant.
The Company has no compensatory plans or arrangements whereby any executive
officer would receive payments from the Company or a third party upon his
resignation, retirement or termination of employment, or from a change in
control of the Company or a change in the officer's responsibilities following a
change in control. Under the 1996 Stock Option Plan or under the Company's 1991
Outside Directors Stock Option Plan options granted under these plans contain
provisions pursuant to which the unvested portions of outstanding options become
immediately exercisable and fully vested upon a merger of the Company in which
the Company's stockholders do not retain, directly or indirectly, at least a
majority of the beneficial interest in the voting stock of the Company or its
successor, if the successor corporation fails to assume the outstanding options
or substitute options for the successor corporation's stock to replace the
outstanding options. The outstanding options will terminate to the extent they
are not exercised as of consummation of the merger, or assumed or substituted
for by the successor corporation.
PART IV
-------
Item 13. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
----------------------------------------------------------------
(a) (1) The following financial statements are included herein for fiscal year
ended April 30, 2007.
Index to Financial Statements Page
----
Report of Independent Auditors - 2008 F-1
Financial Statements
Balance Sheet - April 30, 2008 F-2
Statements of Operations and Other Comprehensive Income
for the years ended April 30, 2008 and 2007 F-3
Statements of Stockholders' Equity for the
years ended April 30, 2008 and 2007 F-4
Statements of Cash Flows for the years ended
April 30, 2008 and 2007 F-5 and F-6
Notes to Financial Statements F-7 through F-18
(a) (2) Consolidated Schedule -
(a) (3) Exhibits included herein:
3(a) Articles of Incorporation Incorporated
by reference to Form 10 Registration
Statement filed on June 23, 1976.
3(b) Bylaws Incorporated by Reference as immediately
above.
22(a) Subsidiaries NONE
31.1 Section 302 Certification of
Chief Executive Officer
31.2 Section 302 Certification of
Chief Financial Officer
32.1 Section 906 Certification of
Chief Executive Officer
32.2 Section 906 Certification of
Chief Financial Officer
(7) Reports on Form 8-K Filed on November 28, 2006 reporting
Items 5.01 & 9.01
Item 14. Principal Accountant Fees and Services
--------------------------------------
General. Comiskey and Company, P.C. ("Comiskey") is the Company's principal
auditing accountant firm. The Company's Board of Directors has considered
whether the provision of audit services is compatible with maintaining
Comiskey's independence.
Audit Fees. Comiskey billed for the following professional services:
$2,000 for the audit of the annual financial statement of the Company for the
fiscal year ended April 30, 2008 and $2,000 for the fiscal year ended April 30,
2007.
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
CAMELOT CORPORATION
-------------------
(Company)
By: /s/ Daniel Wettreich
--------------------
President
Date: May 7, 2009
-------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Company and in
the capacities and on the dates indicated.
By: /s/ Daniel Wettreich
--------------------
Director; President
(principal executive officer and
principal financial officer)
Date: May 7, 2009