UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended April 30, 2010
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
Commission file number: 0-8299
CAMELOT CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 84-0691531
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
730 W. Randolph Street
Chicago, IL 60661 (312) 454-0015
(Address, including zip code of (Registrant's telephone number,
principal executive offices) including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT:
Common Stock, $0.01 par value
Indicate by check mark if the Registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the Registrant is not required to file reports
pursuant to Section 13 of Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.229.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). ).*
* The registrant has not yet been phased into the interactive data
requirements.Yes [ ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.232.405 of this chapter) is not contained herein, and will
not be contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
Aggregate market value of the voting and non-voting stock of the registrant held
by non-affiliates of the registrant as of October 31, 2009 was approximately
$103,717.
As of July 29, 2010, the registrant's outstanding common stock consisted of
49,236,106 shares.
TABLE OF CONTENTS
Page
----
Part I
Item 1 Business 3
Item 1A Risk Factors 3
Item 1B Unresolved Staff Comments 3
Item 2 Properties 4
Item 3 Legal Proceedings 4
Item 4 Removed and Reserved 4
Part II
Item 5 Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 4
Item 6 Selected Financial Data 4
Item 7 Management's Discussion and Analysis of Financial Condition
and Results of Operations 4
Item 7A Quantitative and Qualitative Disclosures About Market Risk 6
Item 8 Financial Statements and Supplementary Data 7
Item 9 Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 20
Item 9A Controls and Procedures 20
Item 9B Other Information 21
Part III
Item 10 Directors, Executive Officers and Corporate Governance 23
Item 11 Executive Compensation 23
Item 12 Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 24
Item 13 Certain Relationships and Related Transactions and Director
Independence 25
Item 14 Principal Accounting Fees and Services 25
Part IV
Item 15 Exhibits, Financial Statement Schedules 25
Signatures 26
2
PART I
ITEM 1 BUSINESS
THE COMPANY
Camelot Corporation (the "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.
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 made
several acquisitions and divestments of businesses. The Company was delisted
from NASDAQ's Small Cap Market on February 26, 1998. In July, 1998 all employees
of Camelot were terminated. Its directors and officers have since provided
unpaid services on a part-time basis to the Company.
On November 6, 2009, the Company's common stock was accepted for quotation,
effective November 9, 2009, on the OTC Bulletin Board ("OTCBB").
On November 24, 2009, the Company filed with the SEC a current report on Form
8-K reporting a sale of a majority of the Company's common stock from Danny
Wettreich to Jeffrey Rochlin, the resignation of Danny Wettreich as officer of
the Company and the election of Jeffrey Rochlin as President, Chief Executive
Officer, Secretary and Treasurer of the Company effective November 20, 2009.
On November 20, 2009, Daniel Wettreich sold his note payable of $116,511 to
Machaby Partners for $117,000.
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. Jeffrey Rochlin, 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.
COMPETITION
The Company will remain an insignificant participant among the firms which
engage in the acquisition of business opportunities. There are many established
venture capital and financial concerns which have significantly greater
financial and personnel resources and technical expertise than the Company. In
view of the Company's extremely limited financial resources and limited
management availability, the Company will continue to be at a significant
competitive disadvantage compared to the Company's competitors.
EMPLOYEES
As of July 14, 1998, the Company ceased having any employees. Its director and
officer have since provided unpaid services on a part-time basis as needed to
the Company.
ITEM 1A RISK FACTORS
Not Applicable
ITEM 1B UNRESOLVED STAFF COMMENTS
None
3
ITEM 2 PROPERTIES
None
ITEM 3 LEGAL PROCEEDINGS
There are no pending, nor to our knowledge threatened, legal proceedings against
the Company
ITEM 4 REMOVED AND RESERVED
PART II
ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.
On November 10, 2009, the Company's common stock was approved for quotation on
the OTC Bulletin Board under the symbol "CAML". The Company's common stock was
traded in the pink sheets prior thereto. 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
2010 High Low
---- ---- ---
First July 31, 2009 0.05 0.05
Second October 31, 2009 0.05 0.011
Third January 31, 2010 0.01 0.01
Fourth April 30, 2010 0.129 0.005
2009 High Low
---- ---- ---
First July 31, 2008 0.03 0.03
Second October 31, 2008 0.03 0.03
Third January 31, 2009 0.03 0.03
Fourth April 30, 2009 0.03 0.03
As of April 30, 2010, the Company had approximately 1,349 shareholders of record
of the 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.
ITEM 6 SELECTED FINANCIAL DATA
Not Applicable.
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD LOOKING STATEMENTS
THIS REPORT CONTAINS PROJECTIONS AND STATEMENTS RELATING TO COMPANY THAT
CONSTITUTE "FORWARD-LOOKING STATEMENTS." THESE FORWARD-LOOKING STATEMENTS MAY BE
IDENTIFIED BY THE USE OF PREDICTIVE, FUTURE-TENSE OR FORWARD-LOOKING
TERMINOLOGY, SUCH AS "INTENDS," "BELIEVES," "ANTICIPATES," "EXPECTS,"
"ESTIMATES," "MAY," "WILL," OR SIMILAR TERMS. SUCH STATEMENTS SPEAK ONLY AS OF
THE DATE OF SUCH STATEMENT, AND THE COMPANY UNDERTAKES NO ONGOING OBLIGATION TO
UPDATE SUCH STATEMENTS. THESE STATEMENTS APPEAR IN A NUMBER OF PLACES IN THIS
REPORT AND INCLUDE STATEMENTS REGARDING THE INTENT, BELIEF OR CURRENT
EXPECTATIONS OF THE COMPANY, AND ITS RESPECTIVE DIRECTORS, OFFICERS OR ADVISORS
WITH RESPECT TO, AMONG OTHER THINGS: (1) TRENDS AFFECTING THE COMPANY'S
FINANCIAL CONDITION, RESULTS OF OPERATIONS OR FUTURE PROSPECTS, (2) THE
COMPANY'S BUSINESS AND GROWTH STRATEGIES AND (3) THE COMPANY'S FINANCING PLANS
4
AND FORECASTS. POTENTIAL INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING
STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE SIGNIFICANT
RISKS AND UNCERTAINTIES, AND THAT, SHOULD CONDITIONS CHANGE OR SHOULD ANY ONE OR
MORE OF THE RISKS OR UNCERTAINTIES MATERIALIZE OR SHOULD ANY OF THE UNDERLYING
ASSUMPTIONS OF THE COMPANY PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER MATERIALLY
FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF VARIOUS
FACTORS, SOME OF WHICH ARE UNKNOWN. THE FACTORS THAT COULD ADVERSELY AFFECT THE
ACTUAL RESULTS AND PERFORMANCE OF THE COMPANY INCLUDE, WITHOUT LIMITATION, THE
COMPANY'S INABILITY TO RAISE ADDITIONAL FUNDS TO SUPPORT OPERATIONS AND CAPITAL
EXPENDITURES, THE COMPANY'S INABILITY TO EFFECTIVELY MANAGE ITS GROWTH, THE
COMPANY'S INABILITY TO ACHIEVE GREATER AND BROADER MARKET ACCEPTANCE IN EXISTING
AND NEW MARKET SEGMENTS, THE COMPANY'S INABILITY TO SUCCESSFULLY COMPETE AGAINST
EXISTING AND FUTURE COMPETITORS, THE COMPANY'S RELIANCE ON INDEPENDENT
MANUFACTURERS AND SUPPLIERS, DISRUPTIONS IN THE SUPPLY CHAIN, THE COMPANY'S
INABILITY TO PROTECT ITS INTELLECTUAL PROPERTY, OTHER FACTORS DESCRIBED
ELSEWHERE IN THIS REPORT, OR OTHER REASONS. ALL FORWARD-LOOKING STATEMENTS
ATTRIBUTABLE TO THE COMPANY OR PERSONS ACTING ON ITS BEHALF ARE EXPRESSLY
QUALIFIED IN THEIR ENTIRETY BY THE FOREGOING CAUTIONARY STATEMENTS AND THE "RISK
FACTORS" DESCRIBED HEREIN.
The following discussion of our financial condition and plan of operation should
be read in conjunction with the Company's financial statements, the notes to
those statements and the information included elsewhere in this Report. This
discussion includes forward-looking statements that involve risks and
uncertainties. As a result of many factors, such as those set forth under "RISK
FACTORS" and elsewhere in this Report, our actual results may differ materially
from those anticipated in these forward-looking statements.
OVERVIEW
The Company's revenue for the period ended April 30, 2010 was $-0- compared with
$0 for the previous period. Net loss for the year ended April 30, 2010 was
$43,619 compared with a profit for the previous year of $5,729. The loss in the
current period was principally due to ongoing expenses for a public company, and
the profit in the previous period was principally due to forgiveness of debt in
the amount of $53,122, less a judgment of $40,000.
The consolidated balance sheets for the period show total assets of $14,290
compared with $90 for the previous period.
PLAN OF OPERATION
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.
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 made
several acquisitions and divestments of businesses. The Company was delisted
from NASDAQ's Small Cap Market on February 26, 1998. In July, 1998 all employees
of Camelot were terminated. Its directors and officers have since provided
unpaid services on a part-time basis to the Company.
On November 6, 2009, the Company's common stock was accepted for quotation,
effective November 9, 2009, on the OTC Bulletin Board ("OTCBB").
On November 24, 2009, the Company filed with the SEC a current report on Form
8-K reporting a sale of a majority of the Company's common stock from Danny
Wettreich to Jeffrey Rochlin, the resignation of Danny Wettreich as officer of
the Company and the election of Jeffrey Rochlin as President, Chief Executive
Officer, Secretary and Treasurer of the Company effective November 20, 2009.
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. Jeffrey Rochlin, 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.
5
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities for the year ended April 30, 2010 was
$15,286 compared with $0 in 2009. Net cash used by investing activities for the
year ended April 30, 2010 was $0 compared with $0 in 2009. Net cash provided by
financing activities for the year ended April 30, 2010 was $29,053 compared with
$0 in 2009. There is a cash balance of $13,857 as of April 30, 2010 compared
with $90 for the previous period.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable
6
ITEM 8 FINANCIAL STATEMENTS
Reports of Independent Registered Public Accounting Firms 8
Balance Sheets 10
Statements of Operations 11
Statement of Changes in Stockholder's (Deficit) 12
Statements of Cash Flows 13
Notes to Financial Statements 14
7
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
Camelot Corporation
We have audited the accompanying balance sheet of Camelot Corporation as of
April 30, 2009 and the related statements of operations, stockholders'
(deficit), and cash flows for the year 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 audit.
We conducted our audit 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. 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 audit provides 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 Camelot Corporation as of April
30, 2009 and the results of its operations and cash flows for the year 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 2 to the
financial statements, the Company's significant operating losses, negative
working capital and stockholders' deficit 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.
Since our previous report dated June 5, 2009, it was determined that the
financial statements required an immaterial correction as described in note 7.
Denver, Colorado
June 5, 2009, except for Note 7,
which is dated July 27, 2010
/s/ Comiskey & Company
----------------------------
PROFESSIONAL CORPORATION
8
Report of Independent Registered Public Accounting Firm
Board of Directors
Camelot Corporation
We have audited the accompanying balance sheet of Camelot Corporation, as of
April 30, 2010, and the related statements of operations, shareholders'
(deficit), and cash flows for the year ended April 30, 2010. 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 audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). 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 audit 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 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 our audit provides 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 Camelot Corporation as of April
30, 2010, and the results of its operations and cash flows for the year ended
April 30, 2010, 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 described in Note 2, the Company
has recurring losses, has negative working capital and has a total stockholders'
deficit, which raise substantial doubt about its ability to continue as a going
concern. Management's plans in regard to this matter are also discussed in Note
2. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ Schumacher & Associates, Inc.
-------------------------------------------
SCHUMACHER & ASSOCIATES, INC.
Littleton, Colorado
July 28, 2010
9
CAMELOT CORPORATION
Balance Sheets
--------------------------------------------------------------------------------
April 30, April 30,
2010 2009
------------ ------------
(See Note 7)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 13,857 $ 90
Prepaid Expenses 433 --
------------ ------------
TOTAL CURRENT ASSETS $ 14,290 90
============ ============
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 34,234 $ 8,563
Accrued interest payable 3,095 --
Advances payable, related party 15,025 106,487
------------ ------------
TOTAL CURRENT LIABILITIES 52,354 115,050
Note payable 117,000 --
------------ ------------
TOTAL LIABILITIES 169,354 115,050
------------ ------------
COMMITMENTS AND CONTINGENCIES (NOTES 2, 4, 5, 6, 7, 8 AND 9)
STOCKHOLDERS' (DEFICIT)
Preferred stock $0.01 par value 100,000,000 shares authorized; none issued -- --
Common stock $0.01 par value; 50,000,000 shares authorized;
49,236,106 shares issued and outstanding 492,361 492,361
Additional paid-in-capital 32,377,520 32,374,005
Accumulated deficit (33,024,945) (32,981,326)
------------ ------------
Total stockholders' (deficit) (155,064) (114,960)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) $ 14,290 $ 90
============ ============
The accompanying notes are an integral part of these financial statements.
10
CAMELOT CORPORATION
Statements of Operations
--------------------------------------------------------------------------------
Year Ended Year Ended
April 30, April 30,
2010 2009
------------ ------------
Revenues $ -- $ --
Operating Expenses
Professional fees 36,426 7,393
Other 583 --
------------ ------------
TOTAL OPERATING EXPENSES 37,009 7,393
------------ ------------
(LOSS) FROM OPERATIONS (37,009) (7,393)
OTHER INCOME (EXPENSE)
Forgiveness of debt -- 53,122
Settlement of judgment -- (40,000)
Interest (expense) (6,610) --
------------ ------------
NET INCOME (LOSS) $ (43,619) $ 5,729
============ ============
Income (loss) per share, basic and diluted $ Nil $ Nil
============ ============
Weighted average number of
common shares outstanding
basic and diluted 49,236,106 49,236,106
============ ============
The accompanying notes are an integral part of these financial statements.
11
CAMELOT CORPORATION
Statement of Stockholders' (Deficit)
For the Period from May 1, 2008 to April 30, 2010
--------------------------------------------------------------------------------
Additional Total
Preferred Stock Common Stock Paid-in Accumulated Stockholders'
Shares Amount Shares Amount Capital (Deficit) (Deficit)
------ ------ ------ ------ ------- --------- ---------
Balance May 1, 2008 -- $ -- 49,236,106 $492,361 $32,374,005 $(32,978,602) $(112,236)
Net income April 30, 2009 -- -- -- -- -- 5,729 5,729
------ ------ ---------- -------- ----------- ------------ ---------
Balance April 30, 2009 -- -- 49,236,106 492,361 32,374,005 (32,972,873) (106,507)
Correction of error (Note 7) -- -- -- -- -- (8,453) (8,453)
------ ------ ---------- -------- ----------- ------------ ---------
Corrected balance, April 30, -- -- 49,236,106 492,361 32,374,005 (32,981,326) (114,960)
2009
Contributed capital -- -- -- -- 3,515 -- 3,515
Net loss April 30, 2010 -- -- -- -- -- (43,619) (43,619)
====== ====== ========== ======== =========== ============ =========
Balance April 30, 2010 -- $ -- 49,236,106 $492,361 $32,377,520 $(33,024,945) $(155,064)
====== ====== ========== ======== =========== ============ =========
The accompanying notes are an integral part of these financial statements.
12
CAMELOT CORPORATION
Statements of Cash Flows
--------------------------------------------------------------------------------
Year Ended Year Ended
April 30, April 30,
2010 2009
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (43,619) $ 5,729
Adjustments to reconcile net income (loss) to net
cash used in operating activities
Changes in operating assets and liabilities:
Prepaid expense (433) --
Accrued interest payable 3,095 --
Accounts payable 25,671 (5,729)
---------- ----------
Net cash (used in) operating activities (15,286) --
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES: -- --
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Paid in capital 3,515 --
Advances from related party 25,538 --
---------- ----------
Net cash provided by financing activities 29,053 --
---------- ----------
Net increase in cash and cash equivalents 13,767 --
Cash and cash equivalents at beginning of period 90 90
---------- ----------
Cash and cash equivalents at end of period $ 13,857 $ 90
========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest $ -- $ --
========== ==========
Income Taxes $ -- $ --
========== ==========
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS
Exchange of accounts payable for note payable $ 117,000 $ --
========== ==========
The accompanying notes are an integral part of these financial statements.
13
CAMELOT CORPORATION
Notes to Financial Statements
April 30, 2010
--------------------------------------------------------------------------------
1. OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
Camelot Corporation, ("the Company") was incorporated under the laws of the
State of Colorado on September 5, 1975. The Company was formerly a holding
company but since it ceased operations in the fiscal year ended April 30, 1999,
the Company has had minimal operations. All previous business activities have
been discontinued. The Company is inactive and intends to seek merger
opportunities.
The Company's fiscal year end is April 30.
REVENUE RECOGNITION
The Company has not generated any revenues since it ceased operations in 1999.
It is the Company's policy that revenues are recognized when persuasive evidence
of an arrangement exists, delivery has occurred (or service has been performed),
the sales price is fixed and determinable, and collectability is reasonably
assured.
CASH AND CASH EQUIVALENTS
The Company considers cash in banks, deposits in transit, and highly liquid debt
instruments purchased with original maturities of three months or less to be
cash and cash equivalents.
USE OF ESTIMATES
The preparation of financial statements in conformity with US GAAP requires
management to make estimates and assumptions that affect the reported amount of
assets and liabilities and 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. Management routinely makes judgments and
estimates about the effects of matters that are inherently uncertain. Estimates
that are critical to the accompanying financial statements include the
identification and valuation of assets and liabilities, valuation of deferred
tax assets, and the likelihood of loss contingencies. Management bases its
estimates and judgments on historical experience and on various other factors
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results
could differ from these estimates. Estimates and assumptions are revised
periodically and the effects of revisions are reflected in the financial
statements in the period it is determined to be necessary.
FAIR VALUE OF FINANCIAL INSTRUMENTS
ASC 825, "Disclosures About Fair Value of Financial Instruments", requires
disclosure of fair value information about financial instruments. ASC 820, "Fair
Value Measurements" defines fair value, establishes a framework for measuring
fair value in generally accepted accounting principles, and expands disclosures
about fair value measurements. Fair value estimates discussed herein are based
upon certain market assumptions and pertinent information available to
management as of April 30, 2010 and 2009.
The respective carrying values of certain on-balance-sheet financial instruments
approximate their fair values. These financial instruments include accounts
payable, advances payable, accrued liabilities and notes payable. Fair values
were assumed to approximate carrying values for these financial instruments
since they are short term in nature and their carrying amounts approximate fair
value, or they are receivable or payable on demand.
14
CAMELOT CORPORATION
Notes to Financial Statements
April 30, 2010
--------------------------------------------------------------------------------
INCOME TAXES
Deferred income taxes are determined using the liability method under which
deferred tax assets and liabilities are based upon temporary differences between
the carrying amounts of assets and liabilities for financial and tax reporting
purposes and the effect of net operating loss carry-forwards. Deferred tax
assets are evaluated to determine if it is more likely than not that they will
be realized. Valuation allowances have been established to reduce the carrying
value of deferred tax assets in recognition of significant uncertainties
regarding their ultimate realization.
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE
The Company computes earnings (loss) per share in accordance with ASC 260-10-45
"Earnings per Share", (SFAS 128) which requires presentation of both basic and
diluted earnings per share on the face of the statement of operations. Basic
earnings (loss) per share is computed by dividing net earnings (loss) available
to common shareholders by the weighted average number of outstanding common
shares during the period. Diluted earnings (loss) per share gives effect to all
dilutive potential common shares outstanding during the period. Dilutive
earnings (loss) per share excludes all potential common shares if their effect
is anti-dilutive. The Company has no potential dilutive instruments, and
therefore, basic and diluted earnings (loss) per share are equal.
STOCK BASED COMPENSATION
The Company accounts for common stock issued to employees for services based on
the fair value of the instruments issued, and accounts for common stock issued
to other than employees based on the fair value of the consideration received or
the fair value of the equity instruments, whichever is more reliably measurable.
The Company did not make any option grants during 2010 or 2009, and accordingly,
has not recognized any stock based compensation expense related to options.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2009, Financial Accounting Standards Board ("FASB") established the
Accounting Standards Codification ("ASC") as the single source of authoritative
US GAAP to be applied by nongovernmental entities. Rules and interpretive
releases of the SEC under authority of federal securities laws are also sources
of authoritative US GAAP for SEC registrants. The ASC did not change current US
GAAP, but was intended to simplify user access to all authoritative US GAAP by
providing all the relevant literature related to a particular topic in one
place. All previously existing accounting standards were superseded and all
other accounting literature not included in the ASC is considered
non-authoritative. New accounting standards issued subsequent to June 30, 2009
will be communicated by the FASB through Accounting Standards Updates (ASUs).
The ASC was effective during the period ended September 30, 2009. Adoption of
the ASC did not have an impact on the Company's financial position, results of
operations or cash flows.
In May, 2009, the ASC guidance for subsequent events was updated to establish
accounting and reporting standards for events that occur after the balance sheet
date but before financial statements are issued. The guidance was amended in
February, 2010. The update sets forth: (i) the period after the balance sheet
date during which management of a reporting entity should evaluate events or
transactions that may occur for potential recognition or disclosure in the
financial statements, (ii) the circumstances under which an entity should
recognize events or transactions occurring after the balance sheet in its
financial statements, and (iii) the disclosures that an entity should make about
events or transactions occurring after the balance sheet date in its financial
statements. The Company adopted the updated guidance in 2009. The adoption had
no impact on the Company's financial position, results of operations or cash
flows.
15
CAMELOT CORPORATION
Notes to Financial Statements
April 30, 2010
--------------------------------------------------------------------------------
There were various other accounting standards updates recently issued, none of
which are expected to have a material impact on the Company's financial
position, operations, or cash flows.
2. GOING CONCERN
The Company's financial statements are prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of obligations in
the normal course of business. However, the Company has recurring losses, has
negative working capital, and has a total stockholders' deficit. The Company
does not currently have any revenue generating operations. These conditions
raise substantial doubt about the ability of the Company to continue as a going
concern.
In view of these matters, continuation as a going concern is dependent upon
continued operations of the Company, which in turn is dependent upon the
Company's ability to meet its financial requirements, raise additional capital,
and the success of its future operations. The financial statements do not
include any adjustments to the amount and classification of assets and
liabilities that may be necessary should the Company not continue as a going
concern.
Management plans to fund operations of the Company through advances from
existing shareholders, private placement of restricted securities or the
issuance of stock in lieu of cash for payment of services until such a 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. Management
believes that this plan provides an opportunity for the Company to continue as a
going concern.
3. CAPITAL STOCK
COMMON STOCK
On November 20, 2009, Daniel Wettreich sold 42,753,819 shares of common stock to
Jeffrey Rochlin. Following this transaction Mr. Rochlin now controls 86.83% of
the presently issued and outstanding common shares of the Company. The total
number of common shares authorized by the Company is 50,000,000 shares, par
value $.01, of which 49,236,106 are issued and outstanding.
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. As of April 30, 2010 and April 30, 2009, the following series of
preferred stock were authorized, issued and outstanding:
Series of Number of Number of Shares Issued
Preferred Stock Shares Authorized and Outstanding
--------------- ----------------- ---------------
A 2,000 0
B 75,000 0
C 50,000 0
D 66,134 0
E 108,056 0
F 15,000 0
G 1,000,000 0
H 5,333,333 0
I 17,000,000 0
J 10,000,000 0
K 412,000 0
L 500,000 0
TOTALS 34,561,523 0
16
CAMELOT CORPORATION
Notes to Financial Statements
April 30, 2010
--------------------------------------------------------------------------------
4. INCOME TAXES
Deferred income taxes arise from temporary timing differences in the recognition
of income and expenses for financial reporting and tax purposes. The Company's
deferred tax assets consist entirely of the benefit from net operating loss
(NOL) carryforwards. The net operating loss carryforwards, if not used, will
expire in various years through 2030, and are severely restricted as per the
Internal Revenue code due to the change in ownership. The Company's deferred tax
assets are offset by a valuation allowance due to the uncertainty of the
realization of the net operating loss carry forwards. Net operating loss
carryforwards may be further limited by other provisions of the tax laws.
The Company's deferred tax assets, valuation allowance, and change in valuation
allowance are as follows:
Estimated Change in
Estimated NOL NOL Tax Benefit Valuation Valuation Net Tax
Period Ending Carry-forward Expires from NOL Allowance Allowance Benefit
------------- ------------- ------- -------- --------- --------- -------
April 30, 2010 $193,619 Various $35,820 $(35,820) $(8,070) $ --
April 30, 2009 $150,000 Various $27,750 $(27,750) $ -- $ --
Income taxes at the statutory rate are reconciled to the Company's actual income
taxes as follows:
Income tax benefit at statutory rate resulting from net
operating loss carryforward (15.00%)
State tax (benefit) net of federal benefit (3.50%)
Deferred income tax valuation allowance 18.50%
------
Actual tax rate 0%
======
5. RELATED PARTY TRANSACTIONS
The Company's Chief Executive Officer & majority shareholder until November 20,
2009, advanced funds to pay creditors of the Company. During the year ended
April 30, 2009, a total of $99,188 was advanced and $106,487 was owed at April
30, 2009. Following the end of fiscal year 2009 and prior to the sale of his
common stock on November 20, 2009, Danny Wettreich advanced additional funds to
pay creditors of the Company resulting in advances totaling $117,000. These
advances were evidenced by a Demand Promissory Note of the Company to Mr.
Wettreich, which Note was sold to an outside investor on November 20, 2009.
During the year ended April 30, 2009 and through November 20, 2009, the
Company's stock transfer agent was Stock Transfer Company of America, Inc., a
company operated by the Company's former CEO. No amounts were paid or accrued
for transfer agent fees in 2010 or 2009.
6. NOTE PAYABLE
Effective October 20, 2009, the Company gave a demand promissory note with its
former CEO and majority shareholder, then a related party, for $116,511 without
interest. On November 20, 2009, Mr. Wettreich sold the demand promissory note to
an unrelated third party. On July 20, 2010, the demand promissory note was
cancelled and a new interest-bearing promissory note was issued in substitute
therefor. The July 20, 2010 Promissory Note is in the principal amount of
17
CAMELOT CORPORATION
Notes to Financial Statements
April 30, 2010
--------------------------------------------------------------------------------
$117,000, bears an annual interest rate of six percent, is due and payable on
November 30, 2015 and is collateralized by all the assets of the Company.
Imputed interest of $3,515 was recorded for the period the note was owned by a
related party. Interest was imputed at 6% and was recorded as paid-in capital
during the year ended April 30, 2010. Accrued interest of $3,095 was recorded
for the period the note was owned by the unrelated party and is reflected as a
current liability at April 30, 2010.
The Company uses the offices of its President for its minimal office facility
needs for no consideration. No provision for these costs has been provided since
it has been determined that they are immaterial.
7. CORRECTION OF PRIOR PERIOD FINANCIAL STATEMENTS
The Company has corrected an immaterial error in the balance sheet for the year
ended April 30, 2009. In September 2009, the Company discovered and paid a
delinquent liability for a prior year. The adjustment is not material to the
financial statements for the year ended April 30, 2009, however it is material
to the current financial statements, and therefore, the adjustment was made to
the prior year's financial statements in accordance with Staff Accounting
Bulletin (SAB) 108. The effect on the April 30, 2009 balance sheet is as
follows:
Original Balance Corrected Balance Adjustment
---------------- ----------------- ----------
Current liabilities $ 106,597 $ 115,050 $ 8,453
Accumulated (deficit) $32,972,873 $(32,981,326) $(8,453)
8. CHANGE OF CONTROL
On November 20, 2009, Jeffrey Rochlin entered into a Stock Purchase Agreement
with Danny Wettreich pursuant to which Mr. Wettreich sold 42,753,819 shares of
common stock of the Company, representing approximately 86.83% of the total
issued and outstanding shares of common stock of the Company, for a total
purchase price of $8,000.
Upon the closing of the purchase transaction, Mr. Rochlin acquired 42,753,819
shares of common stock, or approximately 86.83% of the issued and outstanding
Common Stock and attained voting control of the Company.
9. SUBSEQUENT EVENTS
The Company has evaluated events subsequent to April 30, 2010 to assess the need
for potential recognition or disclosure in this report. Such events were
evaluated through the date these financial statements were available to be
issued. Based upon this evaluation, it was determined that subsequent events
occurred that require recognition or disclosure in the financial statements.
Effective May 12, 2010, Danny Wettreich, the Company's former sole director,
appointed Jeffrey Rochlin as a director of the Company. Concurrent with said
appointment, Mr. Wettreich resigned as a director. Mr. Rochlin owns
approximately 86.83% of the total issued and outstanding shares of common stock
of the Company and presently serves as the Company's President, Chief Executive
Officer, Chairman and Treasurer.
On June 11, 2010, the Company entered into a Mineral Lease Agreement (the
"Lease") with Timberwolf Minerals Ltd. ("Timberwolf") to lease certain
unpatented lode mining claims (the "Property") owned by Timberwolf which are
located in Esmeralda County, Nevada The Lease grants the Company the exclusive
right to explore, develop and mine the Property for gold, silver and other
minerals.
Upon execution of the Lease, the Company paid $11,456 and is obligated to pay
Timberwolf minimum annual rental payments of $15,000 on the first anniversary of
the Lease, $20,000 on the second anniversary of the Lease, $25,000 on the third
18
CAMELOT CORPORATION
Notes to Financial Statements
April 30, 2010
--------------------------------------------------------------------------------
anniversary of the Lease, $50,000 on the fourth anniversary of the Lease and
$50,000 on the fifth anniversary of the Lease. The Company has the right to
purchase all of Timberwolf's unpatented Claims covered by the Lease and within
the boundaries of the area of interest on or before the sixth anniversary of the
Lease for a payment of $5,000,000, failure of which will terminate the Lease.
The Company's new plan of operations is to conduct mineral exploration
activities on the Property in order to assess whether the Claims possess
commercially exploitable mineral deposits of gold, silver or other valuable
minerals.
19
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
On June 9, 2010, the Board of Directors of the Company approved the resignation
of Comiskey & Co., P.C. ("Comiskey"), the independent accountant previously
engaged as the principal accountant to audit the Company's financial statements.
On June 9, 2010, the Board of Directors of the Company also ratified and
approved the Company's engagement of Schumacher & Associates, Inc.
("Schumacher") as independent auditor for the Company. The resignation of
Comiskey and the engagement of Schumacher were reported on Amendment No. 1 to
the Current Report on Form 8-K/A filed with the SEC on June 21, 2010.
There have been no disagreements with the Company's principal independent
registered public accounting firms for the two-year period ended April 30, 2010.
ITEM 9A CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
As of the end of the period covered by this Annual Report, our sole officer
performed an evaluation of the effectiveness of our disclosure controls and
procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act.
Based on the evaluation and the identification of the material weaknesses in
internal control over financial reporting described below, our sole officer
concluded that, as of April 30, 2010, the Company's disclosure controls and
procedures were not effective.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
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. 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 in accordance with GAAP.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projection of any evaluation of
effectiveness to future periods is 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.
Jeffrey Rochlin, our President, has conducted an assessment of our internal
control over financial reporting as of April 30, 2010. Management's assessment
of internal control over financial reporting was conducted using the criteria in
Internal Control over Financial Reporting - Guidance for Smaller Public
Companies 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 on a timely basis. In
connection with management's assessment of our internal control over financial
reporting as required under Section 404 of the Sarbanes-Oxley Act of 2002, we
identified the following material weaknesses in our internal control over
financial reporting as of April 30, 2010:
1. The Company has not established adequate financial reporting monitoring
procedures to mitigate the risk of management override, specifically because
there are no employees and only one officer and director with management
functions and therefore there is lack of segregation of duties. In addition, the
Company does not have accounting software to prevent erroneous or unauthorized
changes to previous reporting periods or to provide an adequate audit trail of
entries. However, although our controls are not effective, management does not
believe that these weaknesses resulted in deficient financial reporting.
2. In addition, there is insufficient oversight of accounting principles
implementation and insufficient oversight of external audit functions.
3. There is a strong reliance on the external attorneys to review and edit
the annual and quarterly filings and to ensure compliance with SEC disclosure
requirements.
Because of the material weaknesses noted above, management has concluded that we
did not maintain effective internal control over financial reporting as of April
30, 2010, based on Internal Control over Financial Reporting - Guidance for
Smaller Public Companies issued by COSO.
20
REMEDIATION OF MATERIAL WEAKNESSES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
As a small business, without a viable business and revenues, the Company does
not have the resources to install a dedicated staff with deep expertise in all
facets of SEC disclosure and GAAP compliance. As is the case with many small
businesses, the Company will continue to work with its external auditors and
attorneys as it relates to new accounting principles and changes to SEC
disclosure requirements. The Company has found that this approach worked well in
the past and believes it to be the most cost effective solution available for
the foreseeable future.
The Company will conduct a review of existing sign-off and review procedures as
well as document control protocols for critical accounting spreadsheets. The
Company will also increase management's review of key financial documents and
records.
As a small business, the Company does not have the resources to fund sufficient
staff to ensure a complete segregation of responsibilities within the accounting
function. However, Company management does review, and will increase the review
of, financial statements on a monthly basis, and the Company's external auditor
conducts reviews on a quarterly basis. These actions, in addition to the
improvements identified above, will minimize any risk of a potential material
misstatement occurring.
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 SEC that
permit the Company to provide only management's report in this annual report.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
On February 17, 2010, the Company engaged an outside accountant to prepare the
Company's interim and annual financial statements commencing with the third
quarter ending on January 31, 2010. Management believes that the engagement of
an outside accountant will enhance the effectiveness of the Company's internal
control over financial reporting.
Otherwise, there were no changes in our internal control over financial
reporting during the period ended April 30, 2010 that materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.
ITEM 9B OTHER INFORMATION
On November 20, 2009, Jeffrey Rochlin entered into a Stock Purchase Agreement
with Danny Wettreich pursuant to which Mr. Wettreich sold 42,753,819 shares of
common stock of the Company, representing approximately 86.83% of the total
issued and outstanding shares of common stock of the Company, for a total
purchase price of $8,000.
Upon the closing of the purchase transaction, Mr. Rochlin acquired 42,753,819
shares of common stock, or approximately 86.83% of the issued and outstanding
Common Stock and attained voting control of the Company.
The Company presently authorized to issue 50,000,000 shares of common stock. As
of July 29, 2010, there are 49,236,106 shares of Common Stock issued and
outstanding.
Also effective November 20, 2009, Danny Wettreich resigned as President, Chief
Executive Officer, Chairman and Treasurer of the Company and elected Mr. Jeffrey
Rochlin as President, Chief Executive Officer, Chairman and Treasurer of the
Company. Mr. Wettreich remains as the sole director of the Company.
Concurrent with the purchase transaction, the Company changed the location of
its principal executive offices from 18170 Hillcrest, Suite 100, Dallas, TX
75252 to 730 W. Randolph Street, Suite 600, Chicago, IL 60661 and its telephone
number from 972-612-1400 to 312-454-0015.
The Company reported the stock purchase transaction and the change in officers
on a Current Report on Form 8-K filed with the SEC on November 24, 2009.
Following the end of the Company's fiscal year, on May 12, 2010, the sole
director of the Company, Danny Wettreich, appointed Jeffrey Rochlin as a
director of the Company. Concurrent with said appointment, Mr. Wettreich
resigned as a director. Mr. Rochlin will serve as director until the next annual
meeting of shareholders and until his successor is elected and qualified or his
21
earlier removal or resignation. The Company reported Mr. Rochlin's appointment
and Mr. Wettreich's resignation on a Current Report on Form 8-K filed with the
SEC on May 12, 2010.
On June 14, 2010, a Form 8-K was filed with the Securities and Exchange
Commission. On June 9, 2010, the Camelot Board of Directors approved the
resignation of Comiskey & Co. P.C. ("Comiskey"), the independent accountant
engaged to audit the Company's financial statements. At the same meeting, the
Board of Directors approved and ratified the engagement of Schumacher &
Associates ("Schumacher"), as independent auditors for the Company's financial
statements.
On June 21, 2010, a Form 8-K/A was filed with the Securities and Exchange
Commission at the request of the Commission. It amended the language of the
previously filed Form 8-K on June 14, 2010, but made no change to the
resignation and appointment of Comiskey and Schumacher.
Following the end of the Company's fiscal year, on June 11, 2010, the Company
entered into a Mineral Lease Agreement (the "Lease") with Timberwolf Minerals,
Ltd. ("Timberwolf") to lease certain unpatented lode mining claims (the
"Property") owned by Timberwolf located in Section 2, Township 2 North, Range 38
East and Section 35, Township 3 North, Range 38 East, Mt. Diablo Meridian in
Esmeralda County, Nevada subject to the terms of the Lease. The Property
consists of Claims BJ 101, 103, 105, 107, 109, 110, 112, 114, 116 and 118 with
BLM Serial No. NMC# Lead File 1017556 (the "Claims"). The Company reported entry
into the Mineral Lease on a Current Report on Form 8-K filed with the SEC on
July 26, 2010.
The Lease grants the Company the exclusive right to explore, develop and mine
the Property for gold, silver and other minerals. Under the Lease, the Company
is obligated to pay all Federal, State and County annual mining claim
maintenance or rental fees and execute, record or file proof of payment of same
and of Timberwolf's intention to hold the Claims.
Upon execution of the Lease, the Company paid $11,456.50 inclusive of $1,456.50
for 2010 maintenance fees. The Company is obligated to pay to Timberwolf minimum
annual rental payments beginning on the first anniversary of the Lease as
follows: $15,000 on or before the first anniversary of the Lease, $20,000 on or
before the second anniversary of the Lease, $25,000 on or before the third
anniversary of the Lease, $50,000 on or before the fourth anniversary of the
Lease and $50,000 on or before the fifth anniversary of the Lease. The Company
has the right to purchase all of Timberwolf's unpatented Claims covered by the
Lease and within the boundaries of the area of interest for $5,000,000 on or
before the sixth anniversary of the Lease, failure of which will terminate the
Lease.
The Company's plan of operations is to conduct mineral exploration activities on
the Property in order to assess whether the Claims possess commercially
exploitable mineral deposits. (Commercially exploitable mineral deposits are
deposits which are suitably adequate or prepared for productive use of a natural
accumulation of minerals or ores). This exploration program is designed to
explore for commercially viable deposits of gold, silver or other valuable
minerals. (Commercially viable deposits are deposits which are suitably adequate
or prepared for productive use of an economically workable natural accumulation
of minerals or ores). The Company has not, nor has any predecessor, identified
any commercially exploitable reserves of these minerals on our Claims. (A
reserve is an estimate within specified accuracy limits of the valuable metal or
mineral content of known deposits that may be produced under current economic
conditions and with present technology). The Company is an exploration stage
company and there is no assurance that a commercially viable mineral deposit
exists on its Claims.
Upon acquiring a lease on the Property, David A. Wolfe, Professional Geologist,
prepared a geologic report for the Company on the mineral exploration potential
of the Claims. Mr. Wolfe is the President of Timberwolf Minerals LTD, the
company from whom the Property is leased. Included in Mr. Wolfe's report is a
recommended exploration program which consists of mapping, sampling, staking
additional claims and drilling.
At this time the Company is uncertain of the extent of mineral exploration it
will conduct before concluding that there are, or are not, commercially viable
minerals on the Claims. Further phases beyond the current exploration program
will be dependent upon numerous factors such as Mr. Wolfe's recommendations
based upon ongoing exploration program results and the Company's available
funds.
22
PART III
ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The directors of the Company hold office for annual terms and will remain in
their positions until successors have been elected and qualified. The officers
are appointed by the board of directors of the Company and hold office until
their death, resignation or removal from office. The ages, positions held, and
duration of terms of the directors and executive officers as of the date of this
Report are as follows:
Name Age Position
---- --- --------
Jeffrey Rochlin 40 President, Chief Executive Officer and Director
JEFFREY ROCHLIN, PRESIDENT, CHIEF EXECUTIVE OFFICER
Mr. Rochlin is a resident of Washington Township, NJ, and a graduate of
University of Hartford, where he earned a degree in accounting. His professional
experience has been primarily in the finance sector, where he has worked as a
finance manager in operations, and senior accountant for a major pharmaceutical
company. In addition to his position with the Company, Mr. Rochlin is engaged
with a biotechnology company in its budgeting and financial reporting sector.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
Our sole executive officer and director has not been the subject of:
1. A conviction in a criminal proceeding or named as a defendant in a pending
criminal proceeding (excluding traffic violations and other minor offenses);
2. The entry of an order, judgment or decree, not subsequently reversed,
suspended or vacated, by a court of competent jurisdiction that permanently or
temporarily enjoined, barred, suspended or otherwise limited such person's
involvement in any type of business, securities, commodities, or banking
activities;
3. A finding or judgment by a court of competent jurisdiction (in a civil
action), the Securities and Exchange Commission, the Commodity Futures Trading
Commission, or a state securities regulator of a violation of federal or state
securities or commodities law, which finding or judgment has not been reversed,
suspended, or vacated; or 4. The entry of an order by a self-regulatory
organization that permanently or temporarily barred, suspended or otherwise
limited such party's involvement in any type of business or securities
activities.
ITEM 11 EXECUTIVE COMPENSATION
The following table sets forth information concerning the annual and long-term
compensation earned by the Company's principal executive officer, each of our
two most highly compensated executive officers who were serving as executive
officers as of the date of this Report.
Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred
Stock Option Plan Compensation All Other
Salary Bonus Awards Awards Compensation Earnings Compensation Total
Name and Principal Position Year ($) ($) ($) ($) ($) ($) ($) ($)
--------------------------- ---- ------ ----- ------ ------ ------------ -------- ------------ -----
Jeffrey Rochlin 2010 Nil Nil Nil Nil Nil Nil Nil Nil
President, Chief
Executive Officer,
Chairman and Treasurer
23
There are no employment agreements or consulting agreements with our current
director or executive officer. There are no arrangements or plans in which we
provide pension, retirement or similar benefits for directors or executive
officers. We do not have any material bonus or profit sharing plans pursuant to
which cash or non-cash compensation is or may be paid to our directors or
executive officers, except that stock options may be granted at the discretion
of our board of directors from time to time. We have no plans or arrangements in
respect of remuneration received or that may be received by our executive
officers to compensate such officers in the event of termination of employment
(as a result of resignation, retirement, change of control) or a change of
responsibilities following a change of control.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth certain information as of the date of this Report
with respect to the beneficial ownership of the outstanding common stock of the
Company by (i) any holder of more than five (5%) percent; (ii) each of the
Company's executive officers and directors; and (iii) the Company's directors
and executive officers as a group. Unless otherwise indicated below, the persons
and entities named in the table have sole voting and sole investment power with
respect to all shares beneficially owned. The percentage of class is based on
49,236,106 shares of common stock issued and outstanding as of the date of this
Report. Unless otherwise indicated, the address of each individual named below
is the Company address.
Name and Address of Amount of Percentage
Beneficial Owner Beneficial Ownership of Class
---------------- -------------------- --------
Jeffrey Rochlin 42,753,819 86.83%
President, Chief Executive Officer
Directors and Executive Officers
as a Group (1 person) 42,753,819 86.83%
=====
CAPITAL STOCK
The authorized capital stock of the Company is 50,000,000 shares of common
stock, with a par value of $0.01 per share, and 100,000,000 shares of preferred
stock, with a par value of $0.01 per share.
As of the date of this Report, there are 49,236,106 shares of common stock
issued outstanding. There is no preferred stock outstanding.
As of the date of this Report, there are 1,349 holders of record of the
Company's common stock.
OPTIONS AND WARRANTS
There are no outstanding options or warrants or other securities that are
convertible into our common stock.
VOTING RIGHTS
Each shareholder is entitled to one (1) vote for each share of voting stock.
DIVIDEND POLICY
We intend to retain and use any future earnings for the development and
expansion of our business and do not anticipate paying any cash dividends in the
foreseeable future.
24
TRANSFER AGENT
The registrar and transfer agent for our common stock is Empire Stock Transfer
Inc. Its address and telephone number are 1859 Whitney Mesa Drive, Henderson, NV
89014, (702) 818-5898.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Until its resignation on November 20, 2009, in conjunction with the sale of the
majority interest in the Company, Stock Transfer Company of America, Inc.,
("STCA"), a company operated by Danny Wettreich, the former President and sole
director of the Company, provided services during the years ended April 2010,
and 2009 as a stock transfer agent. No amounts were paid or accrued for transfer
agent fees due to STCA during 2010 or 2009.
Effective October 20, 2009, the Company gave a demand promissory note, in
exchange for payables, to its former CEO and majority shareholder, then a
related party, for $116,511 without interest. On November 20, 2009, Mr.
Wettreich sold the demand promissory note to an unrelated third party. On July
20, 2010, the demand promissory note was cancelled and a new interest-bearing
promissory note was issued in substitute therefor. The July 20, 2010 Promissory
Note is in the principal amount of $117,000, bears an annual interest rate of
six percent, is due and payable on November 30, 2015 and is collateralized by
all the assets of the Company.
ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES
During the period May 1, 2009 through January 31, 2010, Comiskey and Co., P.C.
("Comiskey") served as the Company's principal independent registered public
accounting firm. On February 2, 2010, Comiskey resigned, and the Company
retained Schumacher & Associates, Inc. as its independent registered public
accounting firm for the period ended April 30, 2010. Comiskey billed $2,000 for
the audit of the annual financial statements for the Company for the fiscal year
ended April 30, 2009. During the year ended April 30, 2009, the total fees
billed for audit-related services was $0, for tax services was $0 and for other
services was $0. During the year ended April 30, 2010, the total fees billed for
audit-related services was $0, for tax services was $0 and for all other
services was $0.
PART IV
ITEM 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Exhibit No. Description
----------- -----------
3.1 Certificate of Incorporation (1)
3.2 Amended Certificate of Incorporation (1)
3.3 By-Laws (1)
4.1 Specimen common stock certificate (1)
10.1 Mineral Lease Agreement dated June 11, 2010 between Camelot
Corporation and Timberwolf Minerals, Ltd. (2)
16.1 Letter from Comiskey & Co., P.C. dated June 9, 2010 (3)
31 Certification of Principal Executive Officer and Principal
Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
32 Certification of Principal Executive Officer and Principal
Financial Officer to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
99.1 Blair Junction Summary Report of Timberwolf Minerals Ltd. (2)
99.2 Blair Junction Summary and Recommendations of Timberwolf Minerals
Ltd. (s)
----------
1. Incorporated herein by reference from the Company's Registration Statement
on Form 10 filed with the Securities and Exchange Commission on June 23,
1976.
2. Incorporated herein by reference from the Company's Current Report on Form
8-K filed with the Securities and Exchange Commission on July 26, 2010.
3. Incorporated herein by reference from the Company's Current Report on Form
8-K filed with the Securities and Exchange Commission on June 14, 2010.
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SIGNATURES
Pursuant to the requirements of 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.
CAMELOT CORPORATION
Date: July 29, 2010 By /s/ Jeffrey Rochlin
-------------------------------------
Jeffrey Rochlin
President and Chief Executive Officer
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 registrant and
in the capacities and on the dates indicated:
/s/ Jeffrey Rochlin President, Chief Executive Officer July 29, 2010
--------------------------------- (Principal Executive Officer)
Jeffrey Rochlin (Principal Financial and Accounting Officer)
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT
TO SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED
SECURITIES PURSUANT TO SECTION 12 OF THE ACT
The registrant has not furnished to its security holders an annual report
covering its fiscal year ended April 30, 2010 or any proxy material with respect
to any annual or other meeting of security holders, nor will the registrant
furnish such material to its security holders subsequent to the filing of its
annual report on this Form 10-K.
26