UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended October 31, 2009
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File Number 0-8299
CAMELOT CORPORATION
(Name of registrant as specified in its charter)
Colorado 84-0691531
(State or other jurisdiction (IRS Identification No.)
of incorporation or organization)
730 W. Randolph Street
Chicago, IL 60661
(Address of principal executive offices)
312-454-0015
(Issuer's telephone number)
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. [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 (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).* *The registrant has
not yet been phased into the interactive data requirements. [ ] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definition 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]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). [X] Yes [ ] No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distributions of securities under a plan
confirmed by a court. [ ] Yes [ ] No [X] N/A
APPLICABLE TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. Class - Common Stock,
49,236,106 shares outstanding as of December 10, 2009.
CAMELOT CORPORATION
INDEX TO FORM 10-Q
Page No.
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)............................... 3
Balance Sheets .............................................. 3
Statements of Operations .................................... 4
Statements of Cash Flows..................................... 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations...................................... 7
Item 3. Quantitative and Qualitative Disclosures about Market Risk..... 8
Item 4. Controls and Procedures........................................ 8
PART II OTHER INFORMATION
Item 1. Legal Proceedings.............................................. 8
Item 1A. Risk Factors................................................... 8
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.... 8
Item 3. Defaults Upon Senior Securities................................ 8
Item 4. Submission of Matters to a Vote of Security Holders............ 8
Item 5. Other Information.............................................. 8
Item 6. Exhibits....................................................... 9
Signatures............................................................... 10
2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CAMELOT CORPORATION
BALANCE SHEETS
October 31, April 30,
2009 2009
------------ ------------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 90 $ 90
------------ ------------
Total Current Assets 90 90
------------ ------------
TOTAL ASSETS $ 90 $ 90
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 1,920 $ 110
Accounts payable - related party 116,631 106,487
------------ ------------
Total current liabilities 118,551 106,597
------------ ------------
STOCKHOLDERS' EQUITY
Common stock, $.01 par value, 50,000,000
Shares authorized, 49,236,106 shares issued
and outstanding at October 31, 2009 and
April 30, 2009, 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 (32,984,827) (32,972,873)
Less treasury stock at cost, 29,245 shares (2,836,697) (2,836,697)
------------ ------------
Total Stockholders' Equity (118,461) (106,507)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 90 $ 90
============ ============
The accompanying notes are an integral part of these financial statements.
3
CAMELOT CORPORATION
STATEMENT OF OPERATIONS
(UNAUDITED)
Three Months Three Months Six Months Six Months
Ending Ending Ending Ending
October 31, October 31, October 31, October 31,
2009 2008 2009 2008
------------ ------------ ------------ ------------
REVENUE $ -- $ -- $ -- $ --
COST OF SALES -- -- -- --
------------ ------------ ------------ ------------
GROSS PROFIT (LOSS) -- -- -- --
OPERATING EXPENSES
General and Administrative 1,520 (1,720) 3,330 (4,583)
------------ ------------ ------------ ------------
Loss from Operations (1,520) (1,720) (3,330) (4,583)
Other Income
Forgiveness of Debt -- 53,122 -- 53,122
Settlement
Expense (8,624) -- (8,624) --
------------ ------------ ------------ ------------
NET INCOME (LOSS) ATTRIBUTABLE TO
COMMON STOCKHOLDERS $ (10,144) $ 51,402 $ (11,954) $ 48,539
============ ============ ============ ============
INCOME (LOSS) PER SHARE:
Income (loss) from continuing operations -- -- -- --
Loss from discontinued operations -- -- -- --
Dividends on preferred stock -- -- -- --
============ ============ ============ ============
NET INCOME (LOSS) PER COMMON SHARE $ -- $ -- $ -- $ --
============ ============ ============ ============
WEIGHTED AVERAGE OF COMMON
STOCK OUTSTANDING 49,236,106 49,236,106 49,236,106 49,236,106
The accompanying notes are an integral part of these financial statements.
4
CAMELOT CORPORATION
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Six Months
Ending Ending
October 31, October 31,
2009 2008
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(11,954) $ 48,539
Adjustments to Reconcile Net Gain (Loss)
to Net Cash From Operating Activities:
Accounts payable and accrued expenses 11,954 (48,539)
-------- --------
Net cash used by operating activities -- --
CASH FLOW FROM INVESTING ACTIVITIES:
Net cash used by investing activities -- --
-------- --------
CASH FLOW FROM FINANCING ACTIVITIES:
Net cash provided by financing activities -- --
-------- --------
NET INCREASE (DECREASE) IN CASH -- --
CASH AT BEGINNING OF PERIOD 90 90
-------- --------
CASH AT END OF PERIOD $ 90 $ 90
======== ========
The accompanying notes are an integral part of these financial statements.
5
CAMELOT CORPORATION
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. Management's Representations of Interim Financial Information
The accompanying consolidated financial statements have been prepared in
accordance with the instruction to Form 10-Q and do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation have been included.
These statements should be read in conjunction with the audited financial
statements and notes thereto included in the Registrant's annual report on Form
10-K for the year ended April 30, 2009 filed with the SEC on July 2, 2009.
2. Subsequent Events
In May 2009, the FASB issued accounting guidance now codified as FASB ASC Topic
855, "SUBSEQUENT EVENTS," which establishes general standards of accounting for,
and disclosures of, events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. FASB ASC Topic
855 is effective for interim or fiscal periods ending after June 15, 2009. The
Company has evaluated subsequent events for the period from October 31, 2009,
the date of these financial statements, through December 9, 2009, which
represents the date these financial statements are being filed with the
Commission. Pursuant to the requirements of FASB ASC Topic 855, there were no
events or transactions occurring during this subsequent event reporting period
that require recognition or disclosure in the financial statements. With respect
to this disclosure, the Company has not evaluated subsequent events occurring
after December 9, 2009.
Following the end of the quarter, on November 6, 2009, the Company's common
stock was accepted for quotation, effective November 9, 2009, on the OTC
Bulletin Board ("OTCBB").
Also following the end of the quarter, 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.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD LOOKING STATEMENTS
The information in this report contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
These forward-looking statements involve risks and uncertainties, including
statements regarding the Company's capital needs, business strategy and
expectations. Any statements contained herein that are not statements of
historical facts may be deemed to be forward-looking statements. In some cases,
you can identify forward-looking statements by terminology such as "may,"
"will," "should," "expect," "plan," "intend," "anticipate," "believe,"
"estimate," "predict," "potential" or "continue," the negative of such terms or
other comparable terminology. Actual events or results may differ materially. In
evaluating these statements, you should consider various factors, including the
risks outlined from time to time, in other reports we file with the Securities
and Exchange Commission (the "SEC"). These factors may cause our actual results
to differ materially from any forward-looking statement. We disclaim any
obligation to publicly update these statements, or disclose any difference
between its actual results and those reflected in these statements. The
information constitutes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995.
BUSINESS AND PLAN OF OPERATION
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. Jeffrey Rochlin, President of the
Registrant, regarding primarily the quality of the businesses that are to be
merged and their potential for future growth, the quality of the management of
the to be merged entities, and the benefits that could accrue to the
shareholders of the Registrant if the merger occurred. The Registrant has no
particular advantage as a blind pool company over any other blind pool company,
and there can be no guarantee that a merger will take place, or if a merger does
take place that such merger will be successful or be beneficial to the
stockholders of the Registrant.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used by operating activities for the period was $0 compared with $0 in
the comparable period of 2008. Net cash used by financing activities was $0
compared with $0 provided in the comparable period of 2008. Cash of $90 compares
with cash of $90 at April 30, 2009.
The Company does not have any plans for capital expenditures. The Company has
negligible cash resources and will experience liquidity problems over the next
twelve months due to its lack of revenue unless it is able to raise funds from
outside sources. There are no known trends, demands, commitments or events that
would result in or that are reasonably likely to result in the Company's
liquidity increasing or decreasing in a material way.
RESULTS OF OPERATIONS
The Company's revenue for the period ended October 31, 2009 was $0 compared with
$0 in the comparable period of 2008. Net loss for the three-month period was
$10,144 compared with income of $51,402 in the comparable period of 2008 due to
the forgiveness of debt in the 2008 period. The Company is inactive.
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.
7
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable
ITEM 4. 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 f our principal
executive and financial officer 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 principal executive and financial officer has
concluded that the Company's disclosure controls and procedures were effective
as of October 31, 2009.
Changes in Internal Control over Financial Reporting
There were no significant changes in our internal control over financial
reporting during the quarter ended October 31, 2009, that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, active or pending legal proceedings against the Company,
nor are we involved as a plaintiff in any material proceeding or pending
litigation. There are no proceedings in which any of our directors, officers or
affiliates, or any registered or beneficial shareholder, is an adverse party or
has a material interest adverse to our interest.
ITEM 1A. RISKS FACTORS
Not applicable
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Not applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITIES HOLDERS
Not applicable
ITEM 5. OTHER INFORMATION
a) None
b) None
Following the end of the quarter, on November 6, 2009, the Company's common
stock was accepted for quotation, effective November 9, 2009, on the OTC
Bulletin Board ("OTCBB").
8
Also following the end of the quarter, 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.
ITEM 6. EXHIBITS
Exhibits required by Item 601 of Regulation S-K:
Exhibit
Number Description of Exhibit
------ ----------------------
3.1 Articles of Incorporation (*)
3.2 Bylaws (*)
31 Certification of Principal Executive and Principal Financial Officer
filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certification of Principal Executive and Principal Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
----------
* Incorporated by reference herein from the Company's Registration Statement
on Form 10 filed on June 23, 1976 with the SEC.
9
SIGNATURE
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: December 10, 2009 CAMELOT CORPORATION
By: /s/ Jeffrey Rochlin
----------------------------------------
Jeffrey Rochlin
Principal Executive Officer
Principal Financial Officer and Director
10