UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended April 30, 2012
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
Commission file number: 000-08299
CAMELOT CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 84-0691531
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20 Joan Place
North Haledon, NJ 07508 (201) 410-9400
(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). ). Yes [X] 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. [X]
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 [ ]
As of August 14, 2012, the registrant's outstanding common stock consisted of
2,006,528 shares.
TABLE OF CONTENTS
Page
----
Part I
Item 1 Business 3
Item 1A Risk Factors 4
Item 1B Unresolved Staff Comments 9
Item 2 Properties 9
Item 3 Legal Proceedings 9
Item 4 Mine Safety Disclosures 9
Part II
Market for Registrant's Common Equity, Related Stockholder
Item 5 Matters and Issuer Purchases of Equity Securities 9
Item 6 Selected Financial Data 10
Management's Discussion and Analysis of Financial Condition and
Item 7 Results of Operations 10
Item 7A Quantitative and Qualitative Disclosures About Market Risk 11
Item 8 Financial Statements and Supplementary Data 12
Changes in and Disagreements with Accountants on Accounting and
Item 9 Financial Disclosure 23
Item 9A Controls and Procedures 23
Item 9B Other Information 24
Part III
Item 10 Directors, Executive Officers and Corporate Governance 25
Item 11 Executive Compensation 25
Security Ownership of Certain Beneficial Owners and Management
Item 12 and Related Stockholder Matters 26
Certain Relationships and Related Transactions and Director
Item 13 Independence 27
Item 14 Principal Accounting Fees and Services 27
Part IV
Item 15 Exhibits, Financial Statement Schedules 27
Signatures 28
2
PART I
ITEM 1 BUSINESS
THE COMPANY
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 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, with Mr. Rochlin to serve as director
until the next annual meeting of shareholders and until the election and
qualification of his successor or his 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.
A special meeting of shareholders of Camelot Corporation was held on Thursday,
April 28, 2011. At the special meeting, a majority of the shareholders of
Camelot Corporation approved the adoption of a proposed Agreement and Plan of
Merger, to reincorporate Camelot Corporation, a Colorado corporation ("Camelot
Colorado) in the State of Nevada by merger with and into a Nevada corporation
with the name Camelot Corporation ("Camelot Nevada") (the "Migratory Merger").
Camelot Colorado formed Camelot Nevada expressly for the purpose of the
Migratory Merger.
On May 23, 2011, FINRA affected the Migratory Merger, and the Agreement and Plan
of Merger became effective resulting in the following:
1. The adoption of the Articles of Incorporation of Camelot Nevada under the
laws of the state of Nevada as the Articles of Incorporation of the Company,
pursuant to which there are 150,000,000 shares of authorized capital stock,
consisting of 50,000,000 shares of common stock, par value $0.01 per share (the
"Camelot Nevada Common Stock"), and 100,000,000 shares of "blank check"
preferred stock, par value $0.01 per share (the "Preferred Stock"). The
Preferred Stock may be issued from time to time in one or more participating,
optional, or other special rights and qualifications,limitations or restrictions
thereof, as shall be stated in the resolutions adopted by Camelot Nevada's Board
of Directors providing for the issuance of such Preferred Stock or series
thereof.
2. The issued and outstanding shares of Camelot Colorado Common Stock
(49,236,106 shares) automatically converted into the right to receive shares of
Camelot Nevada Common Stock at a ratio of one (1) share of Camelot Nevada Common
Stock for each twenty-five (25) shares of Camelot Colorado Common Stock held
immediately prior to the effectiveness of the Migratory Merger, provided,
however, that holders of Camelot Colorado Common Stock who would receive at
least one share but fewer than 100 shares of Camelot Nevada Common Stock upon
conversion were rounded up so that they received 100 shares of Camelot Nevada
Common Stock (the "Conversion Ratio"). No fractional shares were issued, and
holders who would receive less than one share upon conversion did not receive
Camelot Nevada Common Stock but will receive a cash distribution of One Dollar
($1.00) upon submission of the Shareholder Transmittal Form Requesting Cash
Payment for Fractional Shares.
3. The adoption of the Bylaws of Camelot Nevada under the laws of the state of
Nevada as the Bylaws of the Company. The approval of the Migratory Merger
resulted in a total of 2,006,528 shares of common stock issued and outstanding
at May 23, 2011.
3
The Company entered into a mineral lease agreement with Timberwolf Minerals,
Ltd. on June 11, 2010. The cost of the initial lease payment was capitalized in
accordance with accounting standards. On June 8, 2011, the Company and
Timberwolf entered into an Amended Mineral Lease Agreement (the "Amended
Lease"). Under the terms of the Lease and the Amended Lease, the Company paid an
annual rental payment of $4,000 on the first anniversary of the Lease, June 11,
2011, and was obligated to pay to Timberwolf minimum subsequent annual rental
payments as follows: $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 was able to terminate the lease by giving
Lessor a 30 day written notice. In November 2011 the Company determined it was
in its best interests to terminate the lease. Our plan of operation for the next
twelve months is to secure another property on which we will carry out a new
exploration program.
PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS OR LABOR
CONTRACTS
We have no current plans for any registrations such as patents, trademarks,
copyrights, franchises, concessions, royalty agreements or labor contracts. We
will assess the need for any of these applications on an ongoing basis.
COMPETITION
We do not compete directly with anyone for the exploration or removal of
minerals from any property we may lease in the future. Readily available
commodities markets exist in the U.S. and around the world for the sale of gold,
silver and other minerals. Therefore, we will likely be able to sell any
minerals that we are able to recover if we are able to procure a property on
which we will carry out exploration activities. If we do find a property we will
be subject to competition and unforeseen limited sources of supplies in the
industry in the event spot shortages arise for supplies such as dynamite, and
certain equipment such as bulldozers and excavators that we will need to conduct
exploration. If we are unsuccessful in securing the products, equipment and
services we need we may have to suspend our exploration plans until we are able
to do so.
We compete with many companies in the mining industry, including large,
established mining companies with capabilities, personnel and financial
resources that far exceed our limited resources. In addition, there is a limited
supply of desirable mineral lands available for claim-staking, lease or
acquisition in Nevada, and other areas where we may conduct exploration
activities. We are at a competitive disadvantage in acquiring mineral
properties, since we compete with these larger individuals and companies, many
of which have greater financial resources and larger technical staffs. Likewise,
our competition extends to locating and employing competent personnel and
contractors to prospect, develop and operate mining properties. Many of our
competitors can offer attractive compensation packages that we may not be able
to meet. Such competition may result in our Company being unable not only to
acquire desired properties, but to recruit or retain qualified employees or to
acquire the capital necessary to fund our operation and advance our properties.
Our inability to compete with other companies for these property and personnel
resources would have a material adverse effect on our results of operation and
business.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
At present, we have no employees and no employment agreements. Our President
provides services on a consultant basis. We anticipate that we will be
conducting most of our business through agreement with consultants and third
parties.
REPORTS TO SECURITY HOLDERS
We make our financial information available to any interested parties or
investors through compliance with the disclosure rules of Regulation S-K for a
smaller reporting company under the Securities Exchange Act of 1934. The public
may read and copy any materials that we file with the Securities and Exchange
Commission, ("SEC"), at the SEC's Public Reference Room at 100 F Street NE,
Washington, DC 20549. The public may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site (http://www.sec.gov) that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC.
4
ITEM 1A RISK FACTORS
RISKS RELATING TO OUR COMPANY
WE HAVE INCURRED LOSSES SINCE OUR INCORPORATION AND SINCE THE COMPANY BEGAN ITS
EXPLORATION STAGE. WE MAY NEVER BE PROFITABLE WHICH RAISES SUBSTANTIAL DOUBT
ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.
Since the Company was incorporated on September 5, 1975, we have had limited
operations and incurred operating losses. As of April 30, 2012, our accumulated
deficit since June 11, 2010 when we began our exploration stage is $119,172. We
expect to incur additional losses in the foreseeable future, and such losses may
be significant. To become profitable, we must be successful in raising capital
to continue with exploration activities, procure another property, discover
economically feasible mineralization deposits and establish reserves,
successfully develop a property and finally realize adequate prices on our
minerals in the marketplace. It could be years before we receive any revenues
from gold and mineral production, if ever. Thus, we may never be profitable.
Even if we do achieve profitability, we may not be able to sustain or increase
profitability on a long-term basis. These circumstances raise substantial doubt
about our ability to continue as a going concern as described in Note 2 of the
Notes to Financial Statements included in this Report. If we are unable to
continue as a going concern, investors will likely lose all of their investment
in the Company.
BECAUSE WE HAVE NOT YET COMMENCED EXPLORATION OPERATIONS, EVALUATING OUR
BUSINESS IS DIFFICULT.
Though the Company was incorporated on September 5, 1975 we only began the
exploration stage of our business on June 11, 2010. We have not earned revenues
as of the date of this Report and have incurred total losses of $119,172 from
June 11, 2010 to April 30, 2012. Accordingly, our business and our future
prospects cannot be evaluated due to our lack of operating history. Potential
investors should be aware of the difficulties normally encountered by
exploration stage companies and the high rate of failure of such enterprises. In
addition, there is no guarantee that we will commence business operations. Even
if we do commence operations, at present, we do not know when.
Furthermore, prior to completion of our exploration stage, we anticipate that we
will incur increased operating expenses without realizing any revenues. We
therefore expect to incur significant losses into the foreseeable future. We
recognize that if we are unable to generate significant revenues from
development of any future property we may secure and any production of minerals
from the property, we will not be able to earn profits or continue operations.
VERY FEW MINERAL PROPERTIES ARE ULTIMATELY DEVELOPED INTO PRODUCING MINES.
The business of exploration for minerals and mining involves a high degree of
risk. Few properties that are explored are ultimately developed into producing
mines. Most exploration projects do not result in the discovery of commercially
mineable deposits of mineralization.
Substantial expenditures are required for the Company to establish
mineralization reserves through drilling, to develop metallurgical processes, to
extract the metal from the ore and, in the case of new properties, to develop
the mining and processing facilities and infrastructure at any site chosen for
mining.
Although substantial benefits may be derived from the discovery of a major
mineral deposit, we cannot assure you that the Company will discover minerals in
sufficient quantities to justify commercial operations or that it can obtain the
funds required for development on a timely basis. The economics of developing
precious and base metal mineral properties is affected by many factors including
the cost of operations, variations in the grade of ore mined, fluctuations in
metal markets, costs of processing equipment and other factors such as
government regulations, including regulations relating to royalties, allowable
production, importing and exporting of minerals and environmental protection.
FLUCTUATING GOLD, METAL AND MINERAL PRICES COULD NEGATIVELY IMPACT OUR BUSINESS
PLAN.
The potential for profitability of our gold and other metal and mineral mining
operations and the value of any future mineral property will be directly related
to the market price of gold and the metals and minerals that we mine.
Historically, gold and other mineral prices have widely fluctuated, and are
influenced by a wide variety of factors, including inflation, currency
fluctuations, regional and global demand and political and economic conditions.
Fluctuations in the price of gold and other minerals that we mine may have a
significant influence on the market price of our common stock and a prolonged
decline in these prices will have a negative effect on our results of operations
and financial condition.
OUR INDUSTRY IS HIGHLY COMPETITIVE, ATTRACTIVE MINERAL LANDS ARE SCARCE AND WE
MAY NOT BE ABLE TO OBTAIN QUALITY PROPERTIES OR RECRUIT AND RETAIN QUALIFIED
EMPLOYEES.
5
We compete with many companies in the mining industry, including large,
established mining companies with capabilities, personnel and financial
resources that far exceed our limited resources. In addition, there is a limited
supply of desirable mineral lands available for claim-staking, lease or
acquisition in Nevada, and other areas where we may conduct exploration
activities. We are at a competitive disadvantage in acquiring mineral
properties, since we compete with these larger individuals and companies, many
of which have greater financial resources and larger technical staffs. Likewise,
our competition extends to locating and employing competent personnel and
contractors to prospect, develop and operate mining properties. Many of our
competitors can offer attractive compensation packages that we may not be able
to meet. Such competition may result in our Company being unable not only to
acquire desired properties, but to recruit or retain qualified employees or to
acquire the capital necessary to fund our operation and advance our properties.
Our inability to compete with other companies for these property and personnel
resources would have a material adverse effect on our results of operation and
business.
BECAUSE MARKET FACTORS IN THE MINING BUSINESS ARE OUT OF OUR CONTROL, WE MAY NOT
BE ABLE TO MARKET ANY MINERALS THAT MAY BE FOUND. The mining industry, in
general, is intensely competitive and we can provide no assurance to investors
that even if minerals are discovered, a ready market will exist from the sale of
any ore found. Numerous factors beyond our control may affect the marketability
of metals. These factors include market fluctuations, the proximity and capacity
of natural resource markets and processing equipment, government regulations,
including regulations relating to prices, taxes, royalties, land tenure, land
use, importing and exporting of minerals and environmental protection. The exact
effect of these factors cannot be accurately predicted, but the combination of
these factors may result in our not receiving an adequate return on invested
capital.
WE DEPEND ON OUR PRINCIPAL EXECUTIVE OFFICER AND THE LOSS OF THIS INDIVIDUAL
COULD ADVERSELY AFFECT OUR BUSINESS.
Our Company is completely dependent on Andrea Lucanto, our President, Principal
Executive Officer, Principal Financial Officer and Director. As of the date of
this Report, Andrea Lucanto was our sole executive officer and director. The
loss of her services would significantly and adversely affect our business. We
have no life insurance on the life of Andrea Lucanto.
MANAGEMENT HAS NO EXPERIENCE IN RESOURCE EXPLORATION.
The Company's management, while experienced in business operations, has no
experience in resource exploration. The sole executive officer of the Company
has no significant technical training or experience in resource exploration or
mining. The Company relies on the opinions of consulting geologists that it
retains from time to time for specific exploration projects or property reviews.
As a result of management's inexperience, there is a higher risk of the Company
being unable to complete its business plan.
THE NATURE OF MINERAL EXPLORATION AND PRODUCTION ACTIVITIES INVOLVES A HIGH
DEGREE OF RISK AND THE POSSIBILITY OF UNINSURED LOSSES THAT COULD MATERIALLY AND
ADVERSELY AFFECT OUR OPERATIONS.
Exploration for minerals is highly speculative and involves greater risk than
many other businesses. Many exploration programs do not result in the discovery
of economically feasible mineralization. Few properties that are explored are
ultimately advanced to the stage of producing mines. We are subject to all of
the operating hazards and risks normally incident to exploring for and
developing mineral properties such as, but not limited to:
* economically insufficient mineralized material;
* fluctuations in production costs that may make mining uneconomical;
* labor disputes;
* unanticipated variations in grade and other geologic problems;
* environmental hazards;
6
* water conditions;
* difficult surface or underground conditions;
* industrial accidents; personal injury, fire, flooding, cave-ins and
landslides;
* metallurgical and other processing problems;
* mechanical and equipment performance problems; and
* decreases in revenues and reserves due to lower gold and mineral
prices.
Any of these risks can materially and adversely affect, among other things, the
development of properties, production quantities and rates, costs and
expenditures and production commencement dates. We currently have no insurance
to guard against any of these risks. If we determine that capitalized costs
associated with any of our mineral interests are not likely to be recovered, we
would incur a write-down of our investment in these interests. All of these
factors may result in losses in relation to amounts spent which are not
recoverable.
OUR OPERATIONS ARE SUBJECT TO PERMITTING REQUIREMENTS WHICH COULD REQUIRE US TO
DELAY, SUSPEND OR TERMINATE FUTURE OPERATIONS ON ANY MINING PROPERTY.
Our operations require permits from state and national governmental agencies. We
may be unable to obtain these permits in a timely manner, on reasonable terms or
at all. If we cannot obtain or maintain the necessary permits, or if there is a
delay in receiving these permits, our timetable and business plan for
exploration of the Property will be adversely affected.
THE COSTS TO MEET OUR REPORTING AND OTHER REQUIREMENTS AS A PUBLIC COMPANY
SUBJECT TO THE SECURITIES EXCHANGE ACT OF 1934 WILL BE SUBSTANTIAL AND MAY
RESULT IN US HAVING INSUFFICIENT FUNDS TO EXPAND OUR BUSINESS OR EVEN TO MEET
ROUTINE BUSINESS OBLIGATIONS.
Since having become subject to the reporting requirements of the Securities
Exchange Act of 1934, we will incur ongoing expenses associated with
professional fees for accounting, legal and a host of other expenses for annual
reports and proxy statements. We estimate that these costs will range up to
$25,000 per year for the next few years and will be higher if our business
volume and activity increases. These obligations will reduce our ability and
resources to fund other aspects of our business and may prevent us from meeting
our normal business obligations.
RISKS ASSOCIATED WITH OUR COMMON STOCK
TRADING ON THE OTC BULLETIN BOARD MAY BE VOLATILE AND SPORADIC, WHICH COULD
DEPRESS THE MARKET PRICE OF OUR COMMON SHARES AND MAKE IT DIFFICULT FOR OUR
SHAREHOLDERS TO RESELL THEIR SHARES.
Our common shares are quoted on the OTC Bulletin Board service of the Financial
Industry Regulatory Authority (FINRA). Trading in stock quoted on the OTC
Bulletin Board is often thin and characterized by wide fluctuations in trading
prices due to many factors that may have little to do with our operations or
business prospects. This volatility could depress the market price of our common
shares for reasons unrelated to operating performance. Moreover, the OTC
Bulletin Board is not a stock exchange, and trading of securities on the OTC
Bulletin Board is often more sporadic than the trading of securities listed on a
quotation system like NASDAQ or a stock exchange like the American Stock
Exchange. Accordingly, our shareholders may have difficulty reselling any of
their shares.
OUR STOCK IS A PENNY STOCK. TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S
PENNY STOCK REGULATIONS AND FINRA'S SALES PRACTICE REQUIREMENTS, WHICH MAY LIMIT
A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.
Our stock is a penny stock. The Securities and Exchange Commission has adopted
Rule 15g-9 which generally defines "penny stock" to be any equity security that
has a market price (as defined) less than $5.00 per share or an exercise price
of less than $5.00 per share, subject to certain exceptions. Our securities are
covered by the penny stock rules; which impose additional sales practice
7
requirements on broker-dealers who sell to persons other than established
customers and "accredited investors". The term "accredited investor" refers
generally to institutions with assets in excess of $5,000,000 or individuals
with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouse. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a form prepared
by the SEC which provides information about penny stocks and the nature and
level of risks in the penny stock market. The broker-dealer also must provide
the customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules; the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in, and limit the marketability of, our common shares.
FINRA'S SALES PRACTICE REQUIREMENTS MAY ALSO LIMIT A STOCKHOLDER'S ABILITY TO
BUY AND SELL OUR STOCK.
In addition to the "penny stock" rules promulgated by the Securities and
Exchange Commission (see above for a discussion of penny stock rules), FINRA
rules require that in recommending an investment to a customer, a broker-dealer
must have reasonable grounds for believing that the investment is suitable for
that customer. Prior to recommending speculative low priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customer's financial status, tax status, investment
objectives and other information. Under interpretations of these rules, FINRA
believes that there is a high probability that speculative low priced securities
will not be suitable for at least some customers. FINRA requirements make it
more difficult for broker-dealers to recommend that their customers buy our
common shares, which may limit your ability to buy and sell our stock and have
an adverse effect on the market for our shares.
ONE SHAREHOLDER OWNS 85.23% OF OUR OUTSTANDING COMMON STOCK, WHICH LIMITS OTHER
SHAREHOLDERS' ABILITY TO INFLUENCE THE OUTCOME OF ANY SHAREHOLDER VOTE.
Our sole executive officer and a director beneficially owns 85.23% of our
outstanding common stock as of the date of this Report. Under our Certificate of
Incorporation and the laws of the State of Nevada, the vote of a majority of the
shares voting at a meeting at which a quorum is present is generally required to
approve most shareholder action. As a result, she is able to control the outcome
of shareholder votes, including votes concerning the election of directors,
amendments to our Certificate of Incorporation or proposed mergers or other
significant corporate transactions.
CERTAIN COMPANY ACTIONS AND THE INTERESTS OF STOCKHOLDERS MAY DIFFER.
The voting control of the Company could discourage others from initiating a
potential merger, takeover or another change-of-control transaction that could
be beneficial to stockholders. As a result, the value of stock could be harmed.
WE HAVE NEVER PAID A DIVIDEND ON OUR COMMON STOCK AND WE DO NOT ANTICIPATE
PAYING ANY IN THE FORESEEABLE FUTURE.
We have not paid a cash dividend on our common stock to date, and we do not
intend to pay cash dividends in the foreseeable future. Our ability to pay
dividends will depend on our ability to successfully develop one or more
properties and generate revenue from operations. Notwithstanding, we will likely
elect to retain earnings, if any, to finance our growth. Future dividends may
also be limited by bank loan agreements or other financing instruments that we
may enter into in the future. The declaration and payment of dividends will be
at the discretion of our Board of Directors.
8
WE HAVE NOT VOLUNTARILY IMPLEMENTED VARIOUS CORPORATE GOVERNANCE MEASURES, IN
THE ABSENCE OF WHICH, SHAREHOLDERS MAY HAVE MORE LIMITED PROTECTIONS AGAINST
INTERESTED DIRECTOR TRANSACTIONS, CONFLICTS OF INTEREST AND SIMILAR MATTERS.
Recent U. S. legislation, including the Sarbanes-Oxley Act of 2002, has resulted
in the adoption of various corporate governance measures designed to promote the
integrity of the corporate management and the securities markets. Some of these
measures have been adopted in response to legal requirements. Others have been
adopted by companies in response to the requirements of national securities
exchanges, such as the NYSE or NASDAQ Stock Market, on which their securities
are listed. Among the corporate governance measures required under the rules of
national securities exchanges and NASDAQ are those that address board of
directors' independence, audit committee oversight and the adoption of a code of
ethics. We have not yet adopted any of these corporate governance measures and,
since our securities are not listed on a national securities exchange or NASDAQ,
we are not required to do so. It is possible that if we were to adopt some or
all of these corporate governance measures, shareholders would benefit from
somewhat greater assurances that internal corporate decisions were being made by
disinterested directors and that policies had been implemented to define
responsible conduct. For example, in the absence of nominating and compensation
committees comprised of at least a majority of independent directors, decisions
concerning matters such as compensation packages to our senior officers and
recommendations for director nominees may be made by a majority of directors who
have an interest in the outcome of the matters being decided. Prospective
investors should bear in mind our current lack of corporate governance measures
in formulating their investment decisions.
ITEM 1B UNRESOLVED STAFF COMMENTS
None.
ITEM 2 PROPERTIES
None.
ITEM 3 LEGAL PROCEEDINGS.
There are no pending, nor to our knowledge threatened, legal proceedings against
the Company
ITEM 4 MINE SAFETY DISCLOSURES
The Company has no disclosure to make pursuant to Section 1503 of the Dodd Frank
Act, which addresses mine safety disclosures, including violations, orders,
citations, notices or pending legal action under the Federal Mine Safety and
Health Act of 1977.
PART II
ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.
On November 6, 2009, the Company's common stock was accepted for quotation,
effective November 9, 2009, 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
2012 High Low
---- ---- ---
First July 31, 2011 1.01 1.01
Second October 31, 2011 1.01 1.01
Third January 31, 2012 0.15 0.15
Fourth April 30, 2012 0.15 0.15
9
2011 High Low
---- ---- ---
First July 31, 2010 0.035 0.015
Second October 31, 2010 0.05 0.01
Third January 31, 2011 0.04 0.01
Fourth April 30, 2011 0.06 0.015
As of April 30, 2012, the Company had approximately 410 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
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 year ended April 30, 2012 was $0 compared with $0
for the previous period. Net loss for the year ended April 30, 2012 was $54,430
compared with a loss for the previous year of $72,679. The loss in the current
year and the previous year was principally due to ongoing expenses for a public
company.
10
The balance sheets for the period show total assets of $2,131 compared with
$18,774 for the previous period.
PLAN OF OPERATION
The Company's plan of operations is to secure another property on which we will
conduct mineral exploration activities 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). The Company is an
exploration stage company and there is no assurance that a commercially viable
mineral deposit will exist on any Claim we may procure.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities for the year ended April 30, 2012 was
$(31,643) compared with $(30,083) in 2011. Net cash used by investing activities
for the year ended April 30, 2012 was $11,457 compared with $(11,457) in 2011.
The increase was due to the write off of the leased mineral property. Net cash
provided by financing activities for the year ended April 30, 2012 was $15,000
compared with $35,000 in 2011, the decrease was due to lesser funds required to
be advanced from a related party. There is a cash balance of $2,131 as of April
30, 2012 compared with $7,317 for 2011.
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
11
ITEM 8 FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firms 13
Balance Sheets 14
Statements of Operations 15
Statement of Changes in Stockholder's (Deficit) 16
Statements of Cash Flows 17
Notes to Financial Statements 18
12
Report of Independent Registered Public Accounting Firm
Board of Directors
Camelot Corporation
We have audited the accompanying balance sheets of Camelot Corporation, as of
April 30, 2012, and 2011 and the related statements of operations, stockholders'
(Deficit), and cash flows for the years ended April 30, 2012 and 2011. These
financial Statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States 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 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 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 audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Camelot Corporation as of April
30, 2012, and 2011 and the results of its operations and cash flows for the
years ended April 30, 2012, and 2011 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
August 9, 2012
13
CAMELOT CORPORATION
Balance Sheets
(An Exploration Stage Company)
April 30, 2012 April 30, 2011
-------------- --------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 2,131 $ 7,317
------------ ------------
TOTAL CURRENT ASSETS 2,131 7,317
OTHER ASSETS
Mineral rights-leased (Note 7) -- 11,457
------------ ------------
TOTAL ASSETS $ 2,131 $ 18,774
============ ============
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 79,046 $ 66,948
Accrued interest payable 23,232 12,544
Advances payable, related party 65,025 50,025
------------ ------------
TOTAL CURRENT LIABILITIES 167,303 129,517
Note payable 117,000 117,000
------------ ------------
TOTAL LIABILITIES 284,303 246,517
------------ ------------
COMMITMENTS AND CONTINGENCIES (NOTES 1,2, 4, 5, 6, 7, AND 8)
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;
2,006,528 shares issued and outstanding at April 30,2011 and 2010 20,065 20,065
Additional paid-in-capital 32,849,816 32,849,816
Accumulated deficit prior to exploration stage (33,032,881) (33,032,881)
Accumulated deficit during the exploration stage (119,172) (64,743)
------------ ------------
Total stockholders' (deficit) (282,172) (227,743)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) $ 2,131 $ 18,774
============ ============
The accompanying notes are an integral part of these financial statements
14
CAMELOT CORPORATION
Statements of Operations
(An Exploration Stage Company)
For the period
from June 11, 2010
(date of
exploration stage)
Year Ended Year Ended through
April 30, 2012 April 30, 2011 April 30, 2012
-------------- -------------- --------------
Revenues $ -- $ -- $ --
OPERATING EXPENSES
Professional fees 16,655 57,014 67,733
Other 11,628 6,216 16,633
---------- ---------- ----------
TOTAL OPERATING EXPENSES 28,283 63,230 84,366
---------- ---------- ----------
(LOSS) FROM OPERATIONS (28,283) (63,230) (84,366)
OTHER INCOME (EXPENSE)
Interest (expense) (10,689) (9,449) (19,349)
Cancellation of Mineral Property (15,457) -- (15,457)
---------- ---------- ----------
TOTAL OTHER INCOME (EXPENSE) (26,146) (9,449) (34,806)
---------- ---------- ----------
NET (LOSS) $ (54,429) $ (72,679) $ (119,172)
========== ========== ==========
Loss per share basic and diluted $ (0.04) $ (0.04) $ (0.03)
========== ========== ==========
Weighted average number of
common shares outstanding
basic and diluted 2,006,528 2,006,528 2,006,528
========== ========== ==========
The accompanying notes are an integral part of these financial statements
15
CAMELOT CORPORATION
Statement of Stockholders' (Deficit)
For the Period from May 1, 2008 to April 30, 2012
Deficit Deficit
Accumulated Accumulated
Additional Prior to During Total
Preferred Stock Common Stock Paid-in Exploration Exploration Stockholders'
Shares Amount Shares Amount Capital Stage Stage Deficit
------ ------ ------ ------ ------- ----- ----- -------
BALANCE MAY 1, 2008 -- $ -- 2,006,528 $ 20,065 $32,846,301 $(32,978,602) $ -- $(112,236)
Net income April 30, 2009 -- -- -- -- -- 5,729 -- 5,729
------- ------- --------- --------- ----------- ------------ ---------- ---------
BALANCE APRIL 30, 2009 -- -- 2,006,528 20,065 32,846,301 (32,972,873) -- (106,507)
======= ======= ========= ========= =========== ============ ========== =========
Correction of error -- -- -- -- -- (8,453) -- (8,453)
------- ------- --------- --------- ----------- ------------ ---------- ---------
Corrected balance,
April 30, 2009 -- -- 2,006,528 20,065 32,846,301 (32,981,326) -- (114,960)
======= ======= ========= ========= =========== ============ ========== =========
Contributed capital -- -- -- -- 3,515 -- -- 3,515
Net loss April 30, 2010 -- -- -- -- -- (43,619) -- (43,619)
------- ------- --------- --------- ----------- ------------ ---------- ---------
BALANCE APRIL 30, 2010 -- -- 2,006,528 20,065 32,849,816 (33,024,945) -- (155,064)
======= ======= ========= ========= =========== ============ ========== =========
Net loss April 30,2011 -- -- -- (7,936) (64,743) (72,679)
------- ------- --------- --------- ----------- ------------ ---------- ---------
BALANCE APRIL 30, 2011 -- -- 2,006,528 20,065 32,849,816 (33,032,881) (64,743) (227,743)
======= ======= ========= ========= =========== ============ ========== =========
Net loss April 30,2012 -- -- -- -- (54,429) (54,429)
------- ------- --------- --------- ----------- ------------ ---------- ---------
BALANCE APRIL 30, 2012 -- $ -- 2,006,528 20,065 32,849,816 $(33,032,881) $ (119,172) $(282,172)
======= ======= ========= ========= =========== ============ ========== =========
2,006,528 shares issued and outstanding at April 30,2011 and 2010
The accompanying notes are an integral part of these financial statements
16
CAMELOT CORPORATION
Statements of Cash Flows
(An Exploration Stage Company) For the period
For the period
from June 11, 2010
(date of
exploration stage)
Year Ended Year Ended through
April 30, 2012 April 30, 2011 April 30, 2012
--------- --------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (54,429) $ (72,679) $(119,172)
Adjustments to reconcile net income (loss) to net
cash used in operating activities
Changes in operating assets and liabilities:
Decrease prepaid expense -- 433 379
Increase in accrued interest payable 10,689 9,449 19,349
Increase in accounts payable 12,097 32,714 51,575
--------- --------- ---------
Net cash (used in) operating activities (31,643) (30,083) (47,869)
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Mineral rights- leased 11,457 (11,457) --
--------- --------- ---------
Net cash (used in) investing activities 11,457 (11,457) --
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Paid in capital -- -- --
Advances from related party 15,000 35,000 50,000
--------- --------- ---------
Net cash provided by financing activities 15,000 35,000 50,000
--------- --------- ---------
Net increase in cash and cash equivalents (5,186) (6,540) 2,131
Cash and cash equivalents at beginning of period 7,317 13,857 --
--------- --------- ---------
Cash and cash equivalents at end of period $ 2,131 $ 7,317 $ 2,131
========= ========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
2,006,528 shares issued and outstanding at
April 30, 2012 and 2011
Interest $ -- $ -- $ --
========= ========= =========
Income Taxes $ -- $ -- $ --
========= ========= =========
The accompanying notes are an integral part of these financial statements
17
Camelot Corporation
(An Exploration Stage Company)
Notes to Financial Statements
April 30, 2012
1. OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
Camelot Corporation 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").
A special meeting of shareholders of Camelot Corporation was held on Thursday,
April 28, 2011. At the special meeting, a majority of the shareholders of
Camelot Corporation approved the adoption of a proposed Agreement and Plan of
Merger, to reincorporate Camelot Corporation, a Colorado corporation ("Camelot
Colorado") in the State of Nevada by merger with and into a Nevada corporation
with the name Camelot Corporation ("Camelot Nevada") (the "Migratory Merger").
Camelot Colorado formed Camelot Nevada expressly for the purpose of the
Migratory Merger.
On May 23, 2011, FINRA affected the Migratory Merger, and the Agreement and Plan
of Merger became effective resulting in the following:
1. The adoption of the Articles of Incorporation of Camelot Nevada under the
laws of the state of Nevada as the Articles of Incorporation of the Company,
pursuant to which there are 150,000,000 shares of authorized capital stock,
consisting of 50,000,000 shares of common stock, par value $0.01 per share (the
"Camelot Nevada Common Stock"), and 100,000,000 shares of "blank check"
preferred stock, par value $0.01 per share (the "Preferred Stock"). The
Preferred Stock may be issued from time to time in one or more participating,
optional, or other special rights and qualifications,limitations or restrictions
thereof, as shall be stated in the resolutions adopted by Camelot Nevada's Board
of Directors providing for the issuance of such Preferred Stock or series
thereof.
2. The issued and outstanding shares of Camelot Colorado Common Stock
(49,236,106 shares) automatically converted into the right to receive shares of
Camelot Nevada Common Stock at a ratio of one (1) share of Camelot Nevada Common
Stock for each twenty-five (25) shares of Camelot Colorado Common Stock held
immediately prior to the effectiveness of the Migratory Merger, provided,
however, that holders of Camelot Colorado Common Stock who would receive at
least one share but fewer than 100 shares of Camelot Nevada Common Stock upon
conversion were rounded up so that they received 100 shares of Camelot Nevada
Common Stock (the "Conversion Ratio"). No fractional shares were issued, and
holders who would receive less than one share upon conversion did not receive
Camelot Nevada Common Stock but will receive a cash distribution of One Dollar
($1.00) upon submission of the Shareholder Transmittal Form Requesting Cash
Payment for Fractional Shares.
3. The adoption of the Bylaws of Camelot Nevada under the laws of the state of
Nevada as the Bylaws of the Company. The approval of the Migratory Merger
resulted in a total of 2,006,528 shares of common stock issued and outstanding
at May 23, 2011.
Our plan of operation for the next twelve months is to secure a property on
which we will carry out an exploration program.
The Company's fiscal year end is April 30.
18
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, 2012.
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.
Mineral Property Acquisition and Exploration Costs
The Company has been in the exploration stage since June 11, 2010, and has not
yet realized any revenue from its operations. Mineral property acquisition costs
are initially capitalized in accordance with accounting standards. The Company
assesses the carrying costs for impairment at each fiscal quarter end. If proven
and probable reserves are established for a property and it has been determined
that a mineral property can be economically developed, capitalized costs will be
amortized using the units-of-production method over the estimated life of the
probable reserves. To date the Company has not established any proven or
probable reserves on its mineral properties. Mineral exploration costs are
expensed as incurred.
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.
19
Basic and Diluted Earnings (Loss) Per Share
The Company computes earnings (loss) per share in accordance with ASC 260-10-45
"Earnings per Share", 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 2011 or 2012, and accordingly,
has not recognized any stock based compensation expense related to options.
Recent Accounting Pronouncements
There were various accounting standards and 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, meets 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 1,710,152 (post-merger basis) shares
of common stock to Jeffrey Rochlin. Following this transaction Mr. Rochlin
controlled 85.23% of the 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 2,006,528 are issued and outstanding.
A special meeting of shareholders of Camelot Corporation was held on Thursday,
April 28, 2011. At the special meeting, a majority of the shareholders of
Camelot Corporation approved the adoption of a proposed Agreement and Plan of
Merger, to reincorporate Camelot Corporation, a Colorado corporation ("Camelot
Nevada") in the State of Nevada by merger with and into a Nevada corporation
with the name Camelot Corporation ("Camelot Nevada") (the "Migratory Merger").
Camelot Colorado formed Camelot Nevada expressly for the purpose of the
Migratory Merger.
20
On May 23, 2011, FINRA affected the Migratory Merger, and the Agreement and Plan
of Merger became effective resulting in the following:
1. The adoption of the Articles of Incorporation of Camelot Nevada under the
laws of the state of Nevada as the Articles of Incorporation of the Company,
pursuant to which there are 150,000,000 shares of authorized capital stock,
consisting of 50,000,000 shares of common stock, par value $0.01 per share (the
"Camelot Nevada Common Stock"), and 100,000,000 shares of "blank check"
preferred stock, par value $0.01 per share (the "Preferred Stock"). The
Preferred Stock may be issued from time to time in one or more participating,
optional, or other special rights and qualifications,limitations or restrictions
thereof, as shall be stated in the resolutions adopted by Camelot Nevada's Board
of Directors providing for the issuance of such Preferred Stock or series
thereof.
2. The issued and outstanding shares of Camelot Colorado Common Stock
(49,236,106 shares) automatically converted into the right to receive shares of
Camelot Nevada Common Stock at a ratio of one (1) share of Camelot Nevada Common
Stock for each twenty-five (25) shares of Camelot Colorado Common Stock held
immediately prior to the effectiveness of the Migratory Merger, provided,
however, that holders of Camelot Colorado Common Stock who would receive at
least one share but fewer than 100 shares of Camelot Nevada Common Stock upon
conversion were rounded up so that they received 100 shares of Camelot Nevada
Common Stock (the "Conversion Ratio"). No fractional shares were issued, and
holders who would receive less than one share upon conversion did not receive
Camelot Nevada Common Stock but will receive a cash distribution of One Dollar
($1.00) upon submission of the Shareholder Transmittal Form Requesting Cash
Payment for Fractional Shares.
3. The adoption of the Bylaws of Camelot Nevada under the laws of the state of
Nevada as the Bylaws of the Company. The approval of the Migratory Merger
resulted in a total of 2,006,528 shares of common stock issued and outstanding
at May 23, 2011.
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, 2012, there were no preferred stock shares issued
or outstanding.
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
prior deferred tax assets consisted entirely of the benefit from net operating
loss (NOL) carryforwards. The net operating loss carryforwards were not used and
as per the Internal Revenue code are severely restricted to the Company due to
the recent change in ownership. No tax returns have been filed and all years are
subject to IRS audit. No penalties and/or interest have been accrued.
5. RELATED PARTY TRANSACTIONS
Effective October 20, 2009, the Company gave a demand promissory note, in
exchange for payables, to Daniel Wettreich, 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.
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.
Through April 30, 2012, the company's former President has advanced the Company
$65,025. The advances bear an annual interest rate of 6 percent and have no
21
specific repayment terms. During the year ended April 30, 2012 the Company
recorded accrued interest payable of $3,669
6. NOTE PAYABLE
The July 20, 2010 Promissory Note is in the principal amount of $117,000, bears
an annual interest rate of 6 percent, is due and payable on November 30, 2015
and is collateralized by all the assets of the Company. During the year ended
April 30, 2012 the Company recorded accrued interest payable of $7,020.
7. MINERAL LEASE AGREEMENT
The Company entered into a mineral lease agreement with Timberwolf Minerals,
Ltd. on June 11, 2010. The cost of the initial lease payment was capitalized in
accordance with accounting standards. On June 8, 2011, the Company and
Timberwolf entered into an Amended Mineral Lease Agreement (the "Amended
Lease"). Under the terms of the Lease and the Amended Lease, the Company paid an
annual rental payment of $4,000 on the first anniversary of the Lease, June 11,
2011, and was obligated to pay to Timberwolf minimum subsequent annual rental
payments as follows: $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 was able to terminate the lease by giving
Lessor a 30 day written notice. In November 2011 the Company determined it was
in its best interests to terminate the lease. For the year ended April 30, 2012
the Company recorded a loss of $15,457 for the cancellation of the mineral lease
agreement. Our plan of operation for the next twelve months is to secure another
property on which we will carry out a new exploration program.
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 1,710,152 (post-merger
basis) shares of common stock of the Company, representing approximately 85.53%
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 1,710,152
(post-merger basis) shares of common stock, or approximately 85.23% of the
issued and outstanding Common Stock and attained voting control of the Company.
On May 5, 2012, Andrea Lucanto entered into a Stock Purchase Agreement with
Jeffrey Rochlin pursuant to which Mr. Rochlin sold 1,710,152 shares of Common
Stock of Camelot Corporation, a Nevada corporation, representing approximately
85.23% of the total issued and outstanding shares of Common Stock of Camelot
Corporation, for a total purchase price of $5,000.
Upon the closing of the Stock Purchase Agreement, Ms. Lucanto acquired 1,710,152
shares of Common Stock, or approximately 85.23% of the issued and outstanding
Common Stock and attained voting control of Camelot Corporation.
9. SUBSEQUENT EVENTS
On May 3, 2012, Jeffrey Rochlin resigned as sole Officer and sole Director of
the Company. Additionally, effective May 3, 2012, Ms. Andrea Lucanto was
appointed sole Officer and sole Director of the Company.
On May 5, 2012, Andrea Lucanto entered into a Stock Purchase Agreement with
Jeffrey Rochlin pursuant to which Mr. Rochlin sold 1,710,152 shares of Common
Stock of Camelot Corporation, a Nevada corporation, representing approximately
85.23% of the total issued and outstanding shares of Common Stock of Camelot
Corporation, for a total purchase price of $5,000. Upon the closing of the Stock
Purchase Agreement, Ms. Lucanto acquired 1,710,152 shares of Common Stock, or
approximately 85.23% of the issued and outstanding Common Stock and attained
voting control of Camelot Corporation.
The Company has evaluated events subsequent to April 30, 2012 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 no subsequent events,
other than noted above, occurred that require recognition or disclosure in the
financial statements.
22
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, 2012.
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, 2012, 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.
Andrea Lucanto, our President, has conducted an assessment of our internal
control over financial reporting as of April 30, 2012. 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, 2012:
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. The lack of effective controls resulted
in deficient financial reporting which was corrected in the audit process.
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.
23
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, 2012, based on Internal Control over Financial Reporting - Guidance for
Smaller Public Companies issued by COSO.
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 consultants as
it relates to new accounting principles and changes to SEC disclosure
requirements. The Company has found 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.
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
There were no changes in our internal control over financial reporting during
the period ended April 30, 2012 that materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
ITEM 9B OTHER INFORMATION
SUBSEQUENT EVENTS
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT
OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On May 3, 2012, Jeffrey Rochlin resigned as sole Officer and sole Director of
the Company. Additionally, effective May 3, 2012, Ms. Andrea Lucanto was
appointed sole Officer and sole Director of the Company.
Ms. Lucanto has a Bachelor's Degree in Sociology and Criminal Justice from
William Paterson University, Wayne NJ. She has been an independent business
consultant for the past eight years. Her experience includes working with
management of privately-held companies to maximize productivity as well as
general corporate matters. Ms. Lucanto also has experience in various industries
in the areas of marketing, sales and finance. For several years she assisted the
Regional Sales Manager of Washington Mutual Financial Services and most recently
was involved in sales and marketing for a charter jet company in New York.
CHANGE IN CONTROL OF REGISTRANT
On May 5, 2012, Andrea Lucanto (the "Purchaser"), entered into a Stock Purchase
Agreement (the "Purchase") with Jeffrey Rochlin (the "Seller") pursuant to which
the Seller sold 1,710,152 shares of Common Stock of Camelot Corporation, a
Nevada corporation (the "Company"), representing approximately 85.23% of the
total issued and outstanding shares of Common Stock of the Company, for a total
purchase price of $5,000.
Upon the closing of the Purchase, the Purchaser acquired 1,710,152 shares of
Common Stock, or approximately 85.23% of the issued and outstanding Common Stock
and attained voting control of the Company.
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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 and positions held by
the directors and executive officers as of the date of this Report are as
follows:
Name Age Position
---- --- --------
Andrea Lucanto 40 President, Chief Executive Officer and Director
Ms. Lucanto has a Bachelor's Degree in Sociology and Criminal Justice from
William Paterson University, Wayne NJ. She has been an independent business
consultant for the past eight years. Her experience includes working with
management of privately-held companies to maximize productivity as well as
general corporate matters. Ms. Lucanto also has experience in various industries
in the areas of marketing, sales and finance. For several years she assisted the
Regional Sales Manager of Washington Mutual Financial Services and most recently
was involved in sales and marketing for a charter jet company in New York.
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 who was 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 ($) ($) ($) ($) ($) ($) ($) ($)
--------------------------- ---- ------ ----- ------ ------ ------------ -------- ------------ -----
Andrea Lucanto, 2012 Nil Nil Nil Nil Nil Nil Nil Nil
President, Chief
Executive Officer,
Chairman and Treasurer
Jeffrey Rochlin 2012 Nil Nil Nil Nil Nil Nil Nil Nil
Former President, Chief 2011 Nil Nil Nil Nil Nil Nil Nil Nil
Executive Officer,
Chairman and Treasurer
25
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
2,006,528 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
---------------- -------------------- --------
Andrea Lucanto
President, Chief Executive Officer 1,710,152 85.23%
Directors and Executive Officers
as a Group (1 person) 1,710,152 85.23%
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 2,006,528 shares of common stock issued
outstanding. There is no preferred stock outstanding.
As of the date of this Report, there are 410 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.
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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
Effective October 20, 2009, the Company gave a demand promissory note, in
exchange for payables, to Daniel Wettreich, 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.
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.
During the year ended April 30, 2011, the company's former president, Jeffrey
Rochlin, advanced $15,000 to the company, and a total of $65,025 was owed to him
at April 30, 2012. The advances bear an annual interest rate of six percent and
have no specific terms of repayment. During the year ended April 30, 2012 the
Company recorded accrued interest payable of $3,455.
ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES
During the year ended April 30, 2012, the total fees billed for audit-related
services was $12,500, for tax services was $0 and for all other services was $0.
During the year ended April 30, 2011, the total fees billed for audit-related
services was $11,500 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 Articles of Incorporation - Nevada (2)
3.4 By-Laws (2)
4.1 Specimen common stock certificate (1)
10.1 Mineral Lease Agreement dated June 11, 2010 between Camelot
Corporation and Timberwolf Minerals, Ltd. (3)
10.2 Amendment to Mineral Lease Agreement dated June 8, 2011 between
Camelot Corporation and Timberwolf Minerals, Ltd. (2)
16.1 Letter from Comiskey & Co., P.C. dated June 9, 2010 (4)
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. (3)
99.2 Blair Junction Summary and Recommendations of Timberwolf Minerals
Ltd. (3)
101 Interactive data files pursuant to Rule 405 of Regulation S-T
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 June 13, 2011.
3. 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.
4. 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: August 28, 2012 By /s/ Andrea Lucanto
------------------------------------
Andrea Lucanto
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/ Andrea Lucanto President, Chief Executive Officer August 28, 2012
--------------------------- (Principal Executive Officer)
Andrea Lucanto (Principal Financial and
Accounting Officer)
28