U.S SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
[x] Annual report under Section 13 or 15 (d) of the Securities Exchange Act of
1934 (Fee required)
For the fiscal year ended April 30, 2009
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[ ] Transition report under Section 13 or 15 (d) of the Securities Exchange
Act of 1934 (No fee required)
For the transition period from _____ to _____
Commission file number 0-8299
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CAMELOT CORPORATION
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(Exact Name of Registrant in Its Charter)
Colorado 84-0691531
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(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
18170 Hillcrest Road, Suite 100, Dallas, Texas 75252
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(Address of Principal Executive Office) (Zip Code)
(972) 612-1400
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(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
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Name of Each Exchange
Title of Each Class on Which Registered
------------------- -------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
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None
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act ___ Yes _X_ No
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act ___ Yes ___ No
Indicate by check mark whether the registrant: (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. _X_ Yes ___ No
Indicate by check mark whether the registrant 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 (Section
229.405 of this Chapter) during the preceeding 12 months (or for such shorter
period that the registrant was required to submit and post such files.
___ Yes ___ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of registrant's knowledge, in a definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]Yes [ ] No
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 Act) _X_ Yes ___ No
As of May 15, 2009, the aggregate market value of the voting stock held by
non-affiliates was $124,722.
The number of shares outstanding of the Registrant's common stock $0.01 par
value was 49,236,106 at April 30,2009.
Documents Incorporated by Reference.
NONE
PART I
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Cautionary Statements About Forward Looking Information and Statements
Statements in this annual report may be "forward-looking statements."
Forward-looking statements include, but are not limited to, statements that
express our intentions, beliefs, expectations, strategies, predictions or any
other statements relating to our future activities or other future events or
conditions. These statements are based on current expectations, estimates and
projections about our business based, in part, on assumptions made by
management. These statements are not guarantees of future performance and
involve risks, uncertainties and assumptions that are difficult to predict.
Therefore, actual outcomes and results may, and are likely to, differ materially
from what is expressed or forecasted in the forward-looking statements due to
numerous factors, including those described above and those risks discussed from
time to time in this annual report, including the risks described under "Risk
Factors," and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in this annual report and in other filings we make with
the SEC. Any forward-looking statements speak only as of the date on which they
are made, and we do not undertake any obligation to update any forward-looking
statement to reflect events or circumstances after the date of this annual
report.
Item 1. Business
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Camelot Corporation ("Registrant" or "the Company") is inactive, and is now a
blind pool company seeking merger opportunities. It was previously a holding
company but since the fiscal year ended April 30, 1999 the Company has no
operations, and all previous business activities have been discontinued.
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.
The Registrant has had no success in finding companies with which to merge,
during the past three years. The basis on which future decisions to merge with
the Registrant will be the opinion of Mr. Daniel Wettreich, President of the
Registrant, regarding primarily the quality of the businesses that are to be
merged and their potential for future growth, the quality of the management of
the to be merged entities, and the benefits that could accrue to the
shareholders of the Registrant if the merger occurred. The Registrant has no
particular advantage as a blind pool company over any other blind pool company,
and there can be no guarantee that a merger will take place, or if a merger does
take place that such merger will be successful or be beneficial to the
stockholders of the Registrant.
Item 1A-RISK FACTORS
Our business is difficult to evaluate because we have no operating history.
As the Company has no operating history or revenue and only minimal assets,
there is a risk that we will be unable to continue as a going concern and
consummate a business combination. The Company has had no recent operating
history nor any revenues or earnings from operations since inception. We have no
significant assets or financial resources. We will, in all likelihood, sustain
operating expenses without corresponding revenues, at least until the
consummation of a business combination. This may result in our incurring a net
operating loss that will increase continuously until we can consummate a
business combination with a profitable business opportunity. We cannot assure
you that we can identify a suitable business opportunity and consummate a
business combination.
1
There is competition for those private companies suitable for a merger
transaction of the type contemplated by management.
The Company is in a highly competitive market for a small number of business
opportunities which could reduce the likelihood of consummating a successful
business combination. We are and will continue to be an insignificant
participant in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of established
and well-financed entities, including small public companies and venture capital
firms, are active in mergers and acquisitions of companies that may be desirable
target candidates for us. Nearly all these entities have significantly greater
financial resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.
Future success is highly dependent on the ability of management to locate and
attract a suitable acquisition.
The nature of our operations is highly speculative and there is a consequent
risk of loss of your investment. The success of our plan of operation will
depend to a great extent on the operations, financial condition and management
of the identified business opportunity. While management intends to seek
business combination(s) with entities having established operating histories, we
cannot assure you that we will be successful in locating candidates meeting that
criterion. In the event we complete a business combination, the success of our
operations may be dependent upon management of the successor firm or venture
partner firm and numerous other factors beyond our control.
The Company has no existing agreement for a business combination or other
transaction.
We have no arrangement, agreement or understanding with respect to engaging in a
merger with, joint venture with or acquisition of, a private or public entity.
No assurances can be given that we will successfully identify and evaluate
suitable business opportunities or that we will conclude a business combination.
Management has not identified any particular industry or specific business
within an industry for evaluation.
The time and cost of preparing a private company to become a public reporting
company may preclude us from entering into a merger or acquisition with the most
attractive private companies.
Target companies that fail to comply with SEC reporting requirements may delay
or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
reporting companies to provide certain information about significant
acquisitions, including certified financial statements for the company acquired,
covering one, two, or three years, depending on the relative size of the
acquisition. The time and additional costs that may be incurred by some target
entities to prepare these statements may significantly delay or essentially
preclude consummation of an acquisition. Otherwise suitable acquisition
prospects that do not have or are unable to obtain the required audited
statements may be inappropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.
2
The Company may be subject to further government regulation which would
adversely affect our operations.
Although we are subject to the reporting requirements under the Exchange Act,
management believes we will not be subject to regulation under the Investment
Company Act of 1940, as amended (the "Investment Company Act"), since we will
not be engaged in the business of investing or trading in securities. If we
engage in business combinations which result in our holding passive investment
interests in a number of entities, we could be subject to regulation under the
Investment Company Act. If so, we would be required to register as an investment
company and could be expected to incur significant registration and compliance
costs. We have obtained no formal determination from the SEC as to our status
under the Investment Company Act and, consequently, violation of the Investment
Company Act could subject us to material adverse consequences.
Any potential acquisition or merger with a foreign company may subject us to
additional risks.
If we enter into a business combination with a foreign concern, we will be
subject to risks inherent in business operations outside of the United States.
These risks include, for example, currency fluctuations, regulatory problems,
punitive tariffs, unstable local tax policies, trade embargoes, risks related to
shipment of raw materials and finished goods across national borders and
cultural and language differences. Foreign economies may differ favorably or
unfavorably from the United States economy in growth of gross national product,
rate of inflation, market development, rate of savings, and capital investment,
resource self-sufficiency and balance of payments positions, and in other
respects.
The Company may be subject to certain tax consequences in our business, which
may increase our cost of doing business.
We may not be able to structure our acquisition to result in tax-free treatment
for the companies or their stockholders, which could deter third parties from
entering into certain business combinations with us or result in being taxed on
consideration received in a transaction. Currently, a transaction may be
structured so as to result in tax-free treatment to both companies, as
prescribed by various federal and state tax provisions. We intend to structure
any business combination so as to minimize the federal and state tax
consequences to both us and the target entity; however, we cannot guarantee that
the business combination will meet the statutory requirements of a tax-free
reorganization or that the parties will obtain the intended tax-free treatment
upon a transfer of stock or assets. A non-qualifying reorganization could result
in the imposition of both federal and state taxes that may have an adverse
effect on both parties to the transaction.
Our business will have no revenues unless and until we merge with or acquire an
operating business.
We are a development stage company and have had no revenues from operations. We
may not realize any revenues unless and until we successfully merge with or
acquire an operating business.
The Company intends to issue more shares in a merger or acquisition, which will
result in substantial dilution.
3
Any merger or acquisition effected by us may result in the issuance of
additional securities without stockholder approval and may result in substantial
dilution in the percentage of our common stock held by our then existing
stockholders. Moreover, the common stock issued in any such merger or
acquisition transaction may be valued on an arbitrary or non-arm's-length basis
by our management, resulting in an additional reduction in the percentage of
common stock held by our then existing stockholders. Our Board of Directors has
the power to issue any or all of such authorized but unissued shares without
stockholder approval. To the extent that additional shares of common stock is
issued in connection with a business combination or otherwise, dilution to the
interests of our stockholders will occur and the rights of the holders of common
stock might be materially and adversely affected.
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 directors and
officers have since provided unpaid services on a part-time basis as needed to
the Company.
Item 2. Properties
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The Company shares offices with an affiliate of its President on an informal
basis.
Item 3. Legal Proceedings
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No legal proceedings to which the Company is a party is subject or pending and
no such proceedings are known by the Company to be contemplated.
There are no proceedings to which any director, officer or affiliate of the
Company, or any owner of record (or beneficiary) of more than 5% of any class of
voting securities of the Company is a party adverse to the Company.
Item 4. Submission of Matters to a Vote of Security Holders
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No matters were submitted to a vote of the security holders during the final
quarter of the fiscal year or subsequent to the end of the fiscal year.
4
Part II
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Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
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The Company's common stock trades on the OTC Bulletin Board under the symbol
"CAML.PK". The following table sets forth the quarterly high and low prices of
the common stock for the last two years. They reflect inter-dealer prices,
without retail mark-up, mark-down or commission, and may not necessarily
represent actual transactions
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
2008
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First July 31, 2007 0.03 0.03
Second October 31, 2007 0.03 0.03
Third January 31, 2008 0.03 0.03
Fourth April 30, 2008 0.03 0.03
As of April 30, 2009, the Company had approximately 1,275 shareholders of record
of the Company's common stock, and a further 2,433 shareholders in "street name"
at Cede & Co. No dividends have been declared on the stock in the last two
fiscal years and the Board of Directors does not presently intend to pay
dividends in the near future.
Recently issued accounting pronouncements
In December 2007, the Financial Accounting Standards Board ("FASB") revised
Statement of Financial Accounting Standards ("SFAS") No. 141. This Statement
requires an acquirer to measure the identifiable assets acquired, the
liabilities assumed, and any noncontrolling interest in the acquiree at their
fair values on the acquisition date, with goodwill being the excess value over
the net identifiable assets acquired. SFAS No. 141(R) is effective as of the
beginning of the Company's first fiscal year beginning on or after December 15,
2008. The Company does not expect application of SFAS No. 141(R) to have a
material effect on its financial statements.
In December 2007, the FASB issued SFAS No. 160. This Statement clarifies that a
noncontrolling interest in a subsidiary should be reported as equity in
consolidated financial statements. The calculation of earnings per share will
continue to be based on income amounts attributable to the parent. SFAS 160 is
effective as of the beginning of the Company's first fiscal year that begins on
or after December 15, 2008. The Company does not expect application of SFAS No.
160 to have a material effect on its financial statements.
5
Item 7. Management Discussion and Analysis of Financial Condition and Results
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of Operations
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2009
The Company's revenue for the period ended April 30, 2009 was $-0- compared with
$0 for the previous period. Net profit for the year was $5,729 compared with a
loss for the previous year of ($5,135). The profit was due to forgiveness of
debt in the amount of $53,122, and the loss was primarily due to auditing fees.
The consolidated balance sheets for the period show total assets of $90 compared
with $90 for the previous period.
During the period, Registrant made a full and final settlement of Franchise Tax
and accumulated interest and penalties owed with the payment of the sum of
$52,078. The Registrant borrowed this amount from its President. As a result,
the Registrant recognized the difference between the amount paid and the amount
recorded in the Registrants books as debt forgiveness of $53,122.
On March 20, 2009 Registrant borrowed $40,000 from Daniel Wettreich,
the President of the Registrant. On March 20, 2009 this amount was used to make
a full and final settlement payment in relation to a contingent liability. This
settlement related to a judgment obtained by AIMS Media on April 20, 2000 in Los
Angeles, California, against the Registrant in the amount of $550,000. This
judgment has now been discharged in full.
Following these transactions, Registrant has no outstanding actual or contingent
liabilities, other than indebtedness to its President.
Liquidity and Capital Resources
2009
Net cash used in operating activities for the period ended April 30, 2009 was $0
compared with $0 in 2008. Net cash used by investing activities was $0 compared
with $0 in 2008. Net cash provided by financing activities was $0 compared with
$0 in 2008. There is a cash balance of $90 for the period ended 4/30/09 compared
with $90 for the previous period. Expenses of the Company are funded by its
majority shareholder.
6
Item 8. Financial Statement
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Index to Financial Statements Page
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Report of Independent Registered Public Accounting Firm F-1
Financial Statements
Balance Sheets - April 30, 2009 and 2008 F-2
Statements of Operations for the
years ended April 30, 2009 and 2008 F-3
Statements of Accumulated Deficit for the
years ended April 30, 2009 and 2008 F-4
Statements of Cash Flows for the years ended
April 30, 2009 and 2008 F-5
Notes to Financial Statements F-6 to F-9
7
Comiskey and Company, P.C.
789 Sherman Street Telephone (303) 830 2255
Suite 385
Denver, Colorado, 80203
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
Camelot Corporation
We have audited the accompanying consolidated balance sheets of Camelot
Corporation as of April 30, 2009 and 2008 and the related statements of
operations, stockholders' equity, and cash flows for each of the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (U.S.). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Camelot
Corporation as of April 30, 2009 and 2008 and the results of its operations and
cash flows for each of the two years then ended, in conformity with generally
accepted accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company's significant operating losses raise
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Comiskey and Company
PROFESSIONAL CORPORATION
June 5, 2009
F-1
CAMELOT CORPORATION
Balance Sheet
April 30, 2009
ASSETS
CURRENT ASSETS
April 30, 2009 April 30, 2008
Cash and cash equivalents $ 90 $ 90
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Total current assets 90 90
------------ ------------
Total Assets $ 90 $ 90
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 110 $ 1,027
Accounts payable - related party 106,487 6,099
Franchise tax payable 0 105,200
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Total current liabilities 106,597 112,326
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STOCKHOLDERS' EQUITY
Common stock, $.01 par value, 50,000,000 shares
authorized,49,236,106 shares issued and
outstanding at April 30, 2009 and 2008 respectively 492,361 492,361
Preferred stock, $.01 par value, 100,000,000 shares
authorized, no shares issued
and outstanding
Additional paid-in capital 35,210,702 35,210,702
Accumulated deficit (32,972,873) (32,978,602)
Less treasury stock at cost, 29,245 shares (2,836,697) (2,836,697)
------------ ------------
Total stockholders' equity (106,507) (112,236)
------------ ------------
Total liabilities & stockholders' equity $ 90 $ 90
============ ============
The accompanying notes are an integral part of the financial statements
F-2
CAMELOT CORPORATION
Statements of Operations
Years Ended April 30,
2009 2008
------------ ------------
REVENUES $ -- $ --
OPERATING EXPENSES
General and administrative 7,393 5,135
------------ ------------
Loss from operations (7,393) (5,135)
Other Income/ (Expense)
Forgiveness of Debt 53,122
Settlement of Judgement (40,000) --
------------ ------------
NET INCOME (LOSS)ATTRIBUTABLE TO
COMMON STOCKHOLDERS $ 5,729 $ (5,135)
============ ============
INCOME (LOSS) PER SHARE $ -- $ --
============ ============
Weighted average number of common stock
and common stock equivalent shares 49,236,106 49,236,106
============ ============
The accompanying notes are an integral part of the financial statements
F-3
CAMELOT COPORATION
Statements of Stockholders' Equity
Years Ended April 30, 2008 and 2007
Common Stock Additional Total
------------ Paid-in Treasury Accumulate Stockholders
Number Par Value Capital Stock (Deficit) Equity
------------ ------------ ------------ ------------ ------------ ------------
Balance, April 30, 2007 49,236,106 $ 492,361 $ 35,210,702 $ (2,836,697) $(32,973,467) $ (107,101)
Net loss -- -- -- -- (5,135) (5,135)
------------ ------------ ------------ ------------ ------------ ------------
Balance, April 30,2008 49,236,106 492,361 35,210,702 (2,836,697) (32,978,602) (112,236)
Net loss -- -- -- -- 46,929 46,929
------------ ------------ ------------ ------------ ------------ ------------
Balance, April 30,2009 49,236,106 $ 492,361 $ 35,210,702 $ (2,836,697) $(32,972,873) $ (106,507)
============ ============ ============ ============ ============ ============
The accompanying notes are an integral part of the financial statements
F-4
CAMELOT CORPORATION
Statements of Cash Flows
Years Ended April 30,
2009 2008
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ 5,729 $(5,135)
Adjustments to reconcile net loss to
net cash used in operating activities:
Increase (decrease) in:
Accounts payable and accrued expenses (5,729) (5,135)
------- -------
Net cash used in operating activities -- --
CASH FLOW FROM INVESTING ACTIVITIES:
Net cash provided by (used in) investing activities -- --
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net cash provided by (used in) financing activities -- --
------- -------
NET INCREASE (DECREASE) IN CASH -- --
Cash at beginning of year 90 90
------- -------
Cash at ending of year $ 90 $ 90
======= =======
The accompanying notes are an integral part of the financial statements
F-5
CAMELOT CORPORATION
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Activity and Principles of Consolidation
The Company is now inactive and all its operating subsidiaries have
discontinued operations. The Company was primarily engaged in research and
development of Internet software and hardware and the retailing of computer
software over the Internet. Discontinued operations of subsidiaries were
involved in selling software products through retail stores located in the
Dallas metroplex, the provision of internet services, video marketing and
distribution, financial services, real estate rentals, and oil and gas
development.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents. Cash equivalents
are composed primarily of investments in a money market account.
Income (Loss) Per Share
Income (Loss) per common share is computed on the basis of the weighted
average number of common shares outstanding during the respective periods.
Outstanding stock warrants, options and preferred shares are excluded from
the computations, as their effect would be anti-dilutive.
Income Taxes
Deferred income taxes are determined using the liability method under which
deferred tax assets and liabilities are determined based upon differences
between financial and tax basis of assets and liabilities.
Fair Value of Financial Instruments
Fair value of financial instruments are estimated to approximate the
related book value, unless otherwise indicated, based on market information
available to the Company.
Impairment of Long-Lived Assets
Impairment losses are recorded on long-lived assets and certain
identifiable intangible assets held and used in operations whenever events
or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable.
Use of Estimates
In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
F-6
Going Concern
The Company has incurred losses since inception and has negative equity and
working capital. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. Management plans to fund
operations of the company through non-interest bearing advances from
existing shareholders, private placements of restricted securities, or the
issuance of stock in lieu of cash for payment of services until such time
as a business combination or other profitable investment may be achieved.
There are no written agreements in place for such funding or issuance of
securities, and there can be no assurance that such will be available in
the future.
Recently issued accounting pronouncements
In December 2007, the Financial Accounting Standards Board ("FASB") revised
Statement of Financial Accounting Standards ("SFAS") No. 141. This
Statement requires an acquirer to measure the identifiable assets acquired,
the liabilities assumed, and any noncontrolling interest in the acquiree at
their fair values on the acquisition date, with goodwill being the excess
value over the net identifiable assets acquired. SFAS No. 141(R) is
effective as of the beginning of the Company's first fiscal year beginning
on or after December 15, 2008. The Company does not expect application of
SFAS No. 141(R) to have a material effect on its financial statements.
In December 2007, the FASB issued SFAS No. 160. This Statement clarifies
that a noncontrolling interest in a subsidiary should be reported as equity
in consolidated financial statements. The calculation of earnings per share
will continue to be based on income amounts attributable to the parent.
SFAS 160 is effective as of the beginning of the Company's first fiscal
year that begins on or after December 15, 2008. The Company does not expect
application of SFAS No. 160 to have a material effect on its financial
statements.
F-7
2. INCOME TAXES
The Company had no current State or Federal income tax expense for each of
the years ended April 30, 2009 and 2008.
Deferred tax assets and liabilities are determined based on the difference
between currently enacted tax rates. Deferred tax expense or benefit is the
result of the changes in deferred tax assets and liabilities.
Deferred income taxes arise principally from the temporary differences
between financial statement and income tax recognition of allowance for
doubtful accounts, note receivable allowance, investment valuation
adjustments, inventory reserve and from net operating losses.
The components of deferred taxes at April 30, 2009 in the accompanying
balance sheet is summarized below:
Net operating loss carryforward 7,300,000
Less valuation allowance (7,300,000)
----------
Deferred tax asset-net $ -
At April 30, 2009, the Company has approximately $26,000,000 of unused
Federal net operating loss carryforwards, which expire in the years 2008
through 2027.
The use of these operating loss carryforwards to offset future taxable
income will be limited pursuant to Internal Revenue Code Section 382 as a
result of any proposed change of control of the Company, including the
ownership change which occurred in November 2006. (See Note 3)
3. STOCKHOLDERS' EQUITY
On November 28, 2006, the Board of Directors of Camelot Corporation, acting
by written consent, issued 43,000,000 restricted common shares of the
Company in full and final settlement of indebtedness in the total amount of
$28,752 owed by the Company to Daniel Wettreich its President and Director.
This indebtedness was incurred by the Company during the last two years due
to its limited cash resources. As a result of the inability of the Company
to pay its corporate expenses, and in particular legal fees in the amount
of $18,741, such expenses were either paid on behalf of the Company by
Daniel Wettreich, or the monies needed to pay corporate expenses were
loaned to the Company by Daniel Wettreich. Following this transaction
Daniel Wettreich now controls 87.33 % of the presently issued and
outstanding common shares of the Company.
Preferred Stock
The Company has 100,000,000 authorized shares of $.01 par value preferred
stock with rights and preferences as designated by the board of directors
at the time of issuance. The Company has the following series of preferred
stock issued and outstanding at April 30, 2009:
F-8
Number of Shares
Series of Authorized Issued and
Preferred Stock Outstanding
--------- ---------- -----------
A 2,000 -
B 75,000 -
C 50,000 -
D 66,134 -
E 108,056 -
F 15,000 -
BB 1,000,000 -
G 5,333,333 -
H 17,000,000 -
I 10,000,000 -
K 412,000 -
L 500,000 -
---------- -----------
TOTAL 34,561,523 -
Series E preferred shares were entitled to receive a cumulative dividend
equivalent to $1,600 per month, of which none have been declared or
accrued.
Series H preferred shares ("Series H") were entitled to receive a dividend
of 9% payable quarterly. The Series H are convertible to common shares at
twenty percent off the closing price of the common shares. No dividends
have been declared or accrued.
Series L preferred shares ("Series L") were entitled to receive a
cumulative dividend of 7%, payable in common shares of the Company. The
Series L are convertible to common shares at twenty percent off the closing
price of the common shares. All shares were automatically converted into
common shares two years after issuance. No dividends have been declared or
accrued.
Any split or combination of common shares required a simultaneous split or
combination of each series of preferred shares and visa versa. Upon
liquidation or dissolution of the Company, holders of each series of
preferred shares were entitled to receive, to the extent of their par
value, pro rata with other preferred shareholders and before holders of
common shares, all assets legally available for distribution to
stockholders. Each series of preferred shares outstanding as of fiscal
year-end is nonvoting.
4. CONTINGENCIES
Litigation
As of 4/30/08 the Company was liable for Texas state franchise taxes and
accrued interest of approximately up to $111,500. Of this $105,200 has been
accrued in these financial statements. During the period ending 4/30/09 the
Company settled the franchise taxes and all interest and penalties for the
sum of $52,000, which amount was loaned to the Company by the President of
the Registrant, and as a result, recorded debt forgiveness income of
$53,122
F-9
Also during the period, the Company made a full and final settlement of a
contingent liability relating to a Judgement obtained by AIMS Media on
April 20, 2000 in Loa Angeles, California in the amount of $550,000. The
settlement payment was $40,000 which amount was loaned to the Company by
the President of the Registrant. The amount had previously been accrued for
this judgement. The Company recorded a settlement expense for year ended
4/30/09.
Going Concern
The accompanying financial statements have been prepared assuming that the
company will continue as a going concern. The company has had recurring
operating losses for the past several years and is dependent upon financing
to continue operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty. It is management's plan to find an operating company to merge
with, thus creating necessary operating revenue.
5. RELATED PARTY TRANSACTIONS
The Company's Chief Executive Officer & majority shareholder has advanced
funds to pay creditors of the Company. During the year ended April 30,
2009, a total of $99,188 was advanced and $105,287 was owed at year end.
The Company's stock transfer agent is Stock Transfer Company of America,
Inc., which is operated by the Company's CEO. No amounts were paid or
accrued for transfer agent fees in 2009 or 2008.
F-10
Item 9. Disagreements on Accounting and Financial Disclosure
----------------------------------------------------
During the past two years, there were no disagreements between the Company and
the auditors regarding any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.
Change in Independent Accountants
None
Item 9A(T). Controls and Procedures
-----------------------
Evaluation of disclosure controls and procedures
Disclosure controls are controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed under the Exchange Act
is recorded, processed, summarized and reported, within the time periods
specified in the SEC's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by a company in the reports that it files
or submits under the Exchange Act is accumulated and communicated to the
company's management, including its principal executive and principal financial
officers, or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure. Our management carried out an
evaluation under the supervision and with the participation of our Chief
Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, the Company's
Chief Executive Officer and Chief Financial Officer have concluded that the
Company's disclosure controls and procedures were effective as of April 30,
2009.
(b) Management's Report on Internal Control over Financial Reporting
Our company's management is responsible for establishing and maintaining
adequate internal control over financial reporting (as defined in Rules
13a-15(f) and 15d-15(f) of the Exchange Act) for our company. Our company's
internal control over financial reporting is designed to provide reasonable
assurance, not absolute assurance, regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles in the United States of
America. Internal control over financial reporting includes those policies and
procedures that: (i) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of our
company's assets; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles in the United States of
America, and that our company's receipts and expenditures are being made only in
accordance with authorizations of our management and directors; and (iii)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
8
As required by Rule 13a-15(c) promulgated under the Exchange Act, our
management, with the participation of our Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of our internal control over
financial reporting as of April 30, 2009. A Material weakness is a control
deficiency, or a combination of control deficiencies, that results in more than
a remote likelihood that a material misstatement of our annual or interim
financial statements will not be prevented or detected on a timely basis. In
assessing the effectiveness of our internal control over financial reporting,
the chief executive officer identified the following deficiencies:
1. Deficiencies in segregation of duties: The Chief executive Officer is
actively involved in the preparation of the financial statements, and
therefore cannot provide an independent review and quality assurance
function for the financial reporting process. The limited number of
qualified accounting personnel discussed above results in an inability
to have independent review and approval of financial accounting
entries. There is a risk that a material misstatement of the financial
statements could be caused, or at least nor be detected in a timely
manner, due to insufficient segregation of duties.
Management's assessment was based on criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission in Internal Control over
Financial Reporting --Guidance for Smaller Public Companies. In performing the
assessment, subject to the above statement of deficiencies, management has
concluded that our internal control over financial reporting was effective as of
April 30, 2009.
This annual report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this annual report.
(c) Changes in Internal Control over Financial Reporting
There were no other significant changes in our internal control over financial
reporting during the year ended April 30, 2009, that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.
9
PART III
--------
Item 10. Directors and Executive Officers of the Registrant
--------------------------------------------------
The following person serves as director and/or officer of the Company as of
April 30,2009:
Name Age Position Period Served Term Expires
---- --- -------- ------------- ------------
Daniel Wettreich 58 Chairman, September 16, 1988 Next Annual
President, Meeting
Director
Daniel Wettreich is Chairman, President and Director of the Company since
September 1988.
Item 11. Executive Compensation
----------------------
The following table lists all cash compensation exceeding $100,000 paid to
Company's executive officers for services rendered in all capacities during the
fiscal year ended April 30, 2009. No bonuses were granted to any officer, nor
was any compensation deferred.
SUMMARY COMPENSATION TABLE
================================================================================
Restricted
Name and Principal Other Annual Stock Option
Position Year Salary Bonus Compensation Award(s) SARs
--------------------- ------ -------- ------- -------------- ------------ ------
Daniel Wettreich 2009 - - - - -
Chairman and CEO 2008 - - - - -
2007 - - - - -
===================== ====== ======== ======= ============== ============ ======
Directors of the Company are reimbursed for reasonable expenses incurred in
attending meetings of the Board of Directors.
Company has no compensatory plans or arrangements whereby any executive officer
would receive payments from the Company or a third party upon his resignation,
retirement or termination of employment, or from a change in control of Company
or a change in the officer's responsibilities following a change in control.
10
Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
The following table sets forth as of April 30,2009 information known to the
management of the Company concerning the beneficial ownership of Common Stock by
(a) each person who is known by the Company to be the beneficial owner of more
than five percent of the shares of Common Stock outstanding, (b) each director
at that time, of the Company (including principal directors of subsidiaries)
owning Common Stock, and (c) all directors and officers of the Company
(including principal directors of subsidiaries) as a group (1 person).
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
----------------- -------------------- --------
Daniel Wettreich 43,000,000 87.33%
18170 Hillcrest Road, Suite 100
Dallas, Texas 75248
All Officers and Directors 43,000,000 87.33%
as a group (1 person)
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
On February 24, 1999 in order to provide cash and future stream of cash flow the
Company sold to Texas Country Gold Development, Inc., a company affiliated with
its President, 700,000 shares of Wincroft for $87,500 payable $1,000 in cash and
in a note yielding 6%.
On May 20, 1997 Adina, Inc. a company affiliated with Mr Wettreich subscribed
for (post reverse) 1,345,295 restricted Preferred Shares, Series J of the
Company with payment by the transfer of 6,029,921 restricted common shares of
Alexander Mark Investments (USA), Inc. to the Company. 892,215 of the Preferred
Shares were issued upon execution of the Agreement and 453,080 were subsequently
issued as deferred consideration. The Preferred Shares have one vote per share
and vote with the common shares, are non convertible, non-yielding and are
subordinate to outstanding preferred shares but have a liquidation preference
over common shares. On April 18, 1998 Adina sold the Preferred Shares, Series J
to Forsam Venture Funding, Inc., a company of which Mr. Wettreich is a director
and officer.
Stock Transfer Company of America, Inc., ("STCA") a company affiliated with the
President of the Company provided services during the year ended April 1999, and
1998 as a securities transfer agent. A total of $1,000, and $18,855 were paid by
Company for these services. In the opinion of the Board of Directors, the terms
of these transactions were as fair to the company as could have been made with
an unaffiliated party. Additionally, STCA received management services from the
Company and paid $6,000 per month starting in November 1997 until April 30,
1998.
Until March 1998 the Company leased 10,000 square feet of offices from Forme
Capital, Inc., a company affiliated with the President of the Company. Total
rent paid during fiscal 1998 and 1997 was $135,383 and $80,000, respectively.
The lease agreement and transactions related thereto were approved by a vote of
Company's shareholders. In September 1997 the lease was terminated by mutual
consent and the Company paid approximately $17,000 on a month to month basis
thereafter. In February, 1998 the Company vacated the premises and consolidated
its offices at 2415 Midway Road. The Company surrendered the Midway lease to the
landlord in July 1998 for $39,781.
11
During fiscal 1998 and 1997, Company received dividend payments from Forme
Capital, Inc., Preferred Shares Series C in the amount of $46,657 for 1998 and
$46,657 for 1997.
On January 17, 1996, the Company's disinterested directors approved a secured
loan to the Corporate Secretary in the amount of $75,156 to exercise options to
purchase Company stock. This loan bears interest at a rate 6% per annum. The
Company agreed to accept Company stock in settlement of the loan.
On August 1, 1996, the Company's disinterested directors approved a secured loan
to the Corporate Secretary in the amount of $14,000. This loan bears interest at
a rate of 6% per annum and was repaid as of January 31, 1997.
On September 25, 1996 the Company's disinterested directors approved a non
recourse secured loan to the President of the Company in the amount of
$1,800,000. This loan bears interest at a rate of 6% per annum. During the
quarter ended January 31, 2002 the Company extinguished as paid in full this
non-recourse loan by the transfer to the Company as treasury stock of 1,345,295
Preferred Stock Series J of the Company, such preferred shares being transferred
to the Registrant as substitution for and in lieu of the original collateral of
a Pledge Agreement securing such non-recourse loan which was secured only on
36,250 post-reverse split common shares of the Registrant, and which had been
subsequently written off by the Company as uncollectable.
On March 4, 1997, the Company acquired the US and Canadian rights to PCAMS
software a payphone contract and management system software from Meteor
Technology, plc payable by the cancellation of (pound)2,000,000 of loan stock
owed to the Company by Meteor and (pound)500,000 by the issuance by the Company
to Meteor of 80,960 restricted common shares. Mr. Wettreich and Ms. Fitzgerald
who were directors of both companies at the time did not participate in any
directors votes in relation to this transaction. On May 11, 1998 the PCAMS
software was sold back to Meteor for (pound)70,000 as the Company did not have
sufficient funds to market the software and was restricted in its ability to
sublicense the software.
On May 20, 1997, the Company's subsidiary Third Planet amended the terms of its
existing distribution agreement with DigiPhone International a subsidiary of
Meteor Technology plc, to market exclusively all TPP products on a worldwide
basis. Mr. Wettreich and Ms. Fitzgerald who were directors of these companies at
the time did not participate in any directors votes in relation to this
transaction.
In May, 1997, the Company accepted a Preferred Share, Series J stock
subscription by Adina, Inc., a public company of which Mr. Wettreich was a
director and officer. Mr. Wettreich did not participate in any directors vote in
respect to this transaction. The consideration for the issuance of the Preferred
Shares was the transfer of eighty (80%) percent of Alexander Mark Investments
(USA), Inc. a public company whose major asset was fifty-seven (57%) percent of
the outstanding ordinary shares of Meteor. The Preferred Shares, Series J have
one vote per share voting with the common shares, have a liquidation preference
over the common shares but are subordinate to the outstanding Preferred Shares,
are not convertible and pay no dividends. They also are subject to a forward or
reverse split in any instances for which the common shares are subject to a
forward or reverse split on the exact same basis.
12
On May 30, 1997, the Company subscribed for(pound)500,000 1997-2007 10%
unsecured redeemable loan stock of Meteor by paying cash. Mr. Wettreich and Ms.
Fitzgerald who were directors of both companies at the time, did not participate
in any directors votes in relation to this transaction.
On March 20, 1998 Registrant sold to Forsam Venture Funding, Inc. 3,837,706
shares in Alexander Mark investments (USA),Inc for its then net asset value per
share of $24,233 payable by the issuance by Forsam of 8% Preferred Shares. Mr.
Wettreich is a director of Forsam and did not participate in any director vote
relating to this transaction. At the same time Registrant sold to Abuja
Consultancy, Ltd. 2,192,265 shares in Alexander Mark Investments (USA), Inc. for
$13,830 cash. These transactions represented Registrants total shareholding in
Alexander Mark Investments (USA),Inc.
On March 20, 1998 Registrant sold to Abuja Consultancy, Ltd. 1,149,464 shares in
Meteor Technology plc representing its total shareholding in that company for a
price calculated at the then pro rata net asset value of Meteor amounting to
$16,187 cash.
On March 23, 1998, Registrant acquired from Alexander Mark Investments (USA),
Inc. 43,000 Preferred Shares, Series B of Forsam Venture Funding for $43,000
cash.
On February 23, 2003 the Board of Registrant determined that in order to pursue
a merger transaction it was in Registrant's interest to present a corporate
structure and financial statement structure that would be most conducive to
effecting such a merger transaction, and that as Registrant was still the owner
of 700,000 shares in Wincroft, Inc, a company affiliated with the President of
Registrant, which shares have been written down to nil value in Registrant's
books for several years, Registrant transfered for nil consideration all the
shares of Wincroft,Inc owned by Registrant to Wincroft, Inc as Treasury shares.
On November 28, 2006, the Board of Directors of Registrant acting by written
consent, issued 43,000,000 restricted common shares of the Company in full and
final settlement of indebtedness in the total amount of $28,752 owed by the
Company to Daniel Wettreich its President and Director. This indebtedness was
incurred by the Company during the last two years due to its limited cash
resources. As a result of the inability of the Company to pay its corporate
expenses, and in particular legal fees in the amount of $18,741, such expenses
were either paid on behalf of the Company by Daniel Wettreich, or the monies
needed to pay corporate expenses were loaned to the Company by Daniel Wettreich.
Following this transaction Daniel Wettreich now controls 87.33 % of the
presently issued and outstanding common shares of the Registrant.
The Company has no compensatory plans or arrangements whereby any executive
officer would receive payments from the Company or a third party upon his
resignation, retirement or termination of employment, or from a change in
control of the Company or a change in the officer's responsibilities following a
change in control. Under the 1996 Stock Option Plan or under the Company's 1991
Outside Directors Stock Option Plan options granted under these plans contain
provisions pursuant to which the unvested portions of outstanding options become
immediately exercisable and fully vested upon a merger of the Company in which
the Company's stockholders do not retain, directly or indirectly, at least a
majority of the beneficial interest in the voting stock of the Company or its
successor, if the successor corporation fails to assume the outstanding options
or substitute options for the successor corporation's stock to replace the
outstanding options. The outstanding options will terminate to the extent they
are not exercised as of consummation of the merger, or assumed or substituted
for by the successor corporation.
13
PART IV
-------
Item 15. Principal Accountant Fees and Services
--------------------------------------
General. Comiskey and Company, P.C. ("Comiskey") is the Company's principal
Independent Registered Public Accounting firm. The Company's Board of Directors
has considered whether the provision of audit services is compatible with
maintaining Comiskey's independence.
Audit Fees. Comiskey billed for the following professional services:
$2,000 for the audit of the annual financial statement of the Company for the
fiscal year ended April 30, 2009 and $2,862 for the fiscal year ended April 30,
2008.
Exhibits, Financial Statement Schedules, and Reports on Form 8-K
----------------------------------------------------------------
(a) (1) The following financial statements are included herein for fiscal year
ended April 30, 2009.
Index to Financial Statements Page
----
Report of Independent Registered Public Accounting Firm F-1
Financial Statements
Balance Sheets - April 30, 2009 and 2008 F-2
Statements of Operations
for the years ended April 30, 2009 and 2008 F-3
Statements of Stockholders' Equity for the
years ended April 30, 2009 and 2008 F-4
Statements of Cash Flows for the years ended
April 30, 2009 and 2008 F-5 and F-6
Notes to Financial Statements F-7 through F-18
(a) (2) Consolidated Schedule -
(a) (3) Exhibits included herein:
3(a) Articles of Incorporation Incorporated
by reference to Form 10 Registration
Statement filed on June 23, 1976.
3(b) Bylaws Incorporated by Reference as immediately
above.
22(a) Subsidiaries NONE
31.1 Section 302 Certification of
Chief Executive Officer
31.2 Section 302 Certification of
Chief Financial Officer
32.1 Section 906 Certification of
Chief Executive Officer
32.2 Section 906 Certification of
Chief Financial Officer
(7) Reports on Form 8-K Filed on March 20, 2009 reporting
Items 8.01
14
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
CAMELOT CORPORATION
--------------------
(Company)
By: /s/ Daniel Wettreich
--------------------
President
Date: July 2, 2009
------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Company and in
the capacities and on the dates indicated.
By: /s/ Daniel Wettreich
--------------------
Director; President
(principal executive officer and
principal financial officer)
Date: July 2, 2009
------------