SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8
Amendment to Application or Report
Filed Pursuant to Section 12, 13, or 15(d) of
The Securities Act of 1934
CAMELOT CORPORATION
(Exact name of registrant as specified in charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items,
financial statements, and other portions of its Form 10-QA as set
forth in the pages attached hereto:
(List all such items, financial statements, exhibits or other portions
amended)
ITEM 1
ITEM 2
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.
CAMELOT CORPORATION
(Registrant)
Date 7/12/96 By: /s/Jeanette Fitzgerald
(Signature)
Jeanette Fitzgerald
Vice President and General
Counsel
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q/A
QUARTERLY REPORT UNDER SECTION 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter ended January 31, 1996 Commission File No. 0-8299
CAMELOT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Colorado 84-0691531
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Camelot Place, 17770 Preston Road, Dallas, Texas 75252
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (214) 733-3005
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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the close of the period covered by this
report.
Shares outstanding at
Class January 31, 1996
Common stock, $0.01 par value 16,716,391
<PAGE>
CAMELOT CORPORATION AND SUBSIDIARIES
I N D E X
<TABLE>
Page No.
<S> <C>
Part I FINANCIAL INFORMATION (UNAUDITED):
Item 1. Consolidated Balance
Sheets 3
Consolidated Statements of
Operations 5
Consolidated Statements of
Cash Flows 6
Notes to Consolidated
Financial Statements 8
Item 2. Management's Discussion
and Analysis of Financial
Condition and Results of
Operations 9
Part II OTHER INFORMATION 12
</TABLE>
<PAGE>
CAMELOT CORPORATION AND SUBSIDIARIES
PART I: FINANCIAL INFORMATION
ITEM 1. Financial Statements
<TABLE>
CONSOLIDATED BALANCE SHEETS
<S> <C> <C>
ASSETS
January 31, 1996 April 30, 1995
(Unaudited) (Audited)
CURRENT ASSETS
Cash and cash equivalents $ 6,273,418 $ 149,529
Trading securities 2,302,001 -
Securities available for sale 2,308,627 103,964
Accounts receivable, net of allow-
ance for doubtful accounts of
$0 and $36,419 at January 31,
1996 and April 30, 1995 342,997 40,617
Prepaid expenses 337,971 31,624
Inventories 1,603,280 606,065
Total current assets 13,168,294 931,799
PROPERTY, PLANT AND EQUIPMENT - AT COST
Office equipment and fixtures 1,388,675 637,908
Less accumulated depreciation (427,947) (306,186)
960,728 331,722
OTHER ASSETS
Investment in securities 1,000,000 -
Preferred stock - related party 530,917 530,917
Licenses and product development,
net of $29,509 and $0 accumulated
amortization at January 31, 1996
and April 30, 1995 1,246,526 90,000
Goodwill, net of $21,821 and $11,750
accumulated amortization at
January 31, 1996 and April 30, 1995 179,600 189,671
Other 14,404 24,765
2,971,447 835,353
$17,100,469 $ 2,098,874
</TABLE>
<PAGE>
<TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY
January 31, 1996 April 30, 1995
(Unaudited) (Audited)
<S> <C> <C>
CURRENT LIABILITIES
Notes payable $ 294,200 $ -
Notes payable - related party 50,000 686,000
Accounts payable 1,461,817 1,002,036
Accrued expenses 161,700 43,392
Net current liabilities of
discontinued operations 55,132 190,451
Total current liabilities 2,022,849 1,921,879
MINORITY INTEREST IN SUBSIDIARY - 264,044
STOCKHOLDERS' EQUITY
Common stock, $.01 par value,
50,000,000 shares authorized,
16,716,391 and 11,628,851
shares issued at January 31,
1996 and April 30, 1995,
respectively 167,164 116,289
Preferred stock, $.01 par value,
100,000,000 shares authorized,
7,456,957 and 189,190 shares
issued and outstanding at
January 31, 1996 and April 30, 1995 74,570 1,892
Additional paid-in capital 22,053,648 7,637,515
Accumulated deficit (7,440,716) (7,620,750)
Unrealized gain (loss) on
available-for-sale securities 1,312,302 (51,553)
Less: treasury stock, at cost,
307,706 shares at January 31, 1996
and April 30, 1995 (170,442) (170,442)
Notes receivable related to purchase
of common stock (918,906) -
Total stockholders' equity 15,077,620 (87,049)
17,100,469 2,098,874
See accompanying notes to these consolidated financial statements.
</TABLE>
<PAGE>
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
Three Months Ended Nine Months Ended
January 31, January 31,
1996 1995 1996 1995
(Restated) (Restated)
<S> <C> <C> <C> <C>
REVENUE $ 3,338,103 $ 456,833 $ 3,921,556 $ 964,948
COST OF SALES 410,165 513,658 530,202 802,547
GROSS PROFIT (LOSS) 2,927,938 (56,825) 3,391,354 162,401
OPERATING EXPENSES:
General and
administrative 2,491,058 660,689 4,315,299 1,644,623
Depreciation and
amortization 126,598 12,358 206,291 42,978
2,617,656 673,047 4,521,590 1,687,601
INCOME (LOSS) FROM
OPERATIONS 310,282 (729,872) (1,130,236) (1,525,200)
OTHER INCOME (EXPENSES):
Interest expense (1,009) (8,877) (11,298) (25,656)
Interest income 50,642 (88) 57,361 93
Dividend income
affiliate 11,664 11,664 34,993 34,993
Unrealized gain (loss) on
marketable securities 1,326,714 - 1,326,714 (34,549)
Gain (loss) on sale
of assets (35,929) (66,769) (41,033) 24,164
Total other income
(expense) 1,352,082 (64,070) 1,366,737 (115)
INCOME (LOSS) FROM
CONTINUING OPERATIONS 1,662,364 (793,942) 236,501 (1,525,315)
DISCONTINUED OPERATIONS:
Income (loss) from
operations - (210,433) - (622,350)
Loss on disposal (70,622) (584,120) (56,467) (560,592)
(70,622) (794,553) (56,467) (1,182,942)
NET INCOME (LOSS) 1,591,742 (1,588,495) 180,034 (2,708,257)
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
DIVIDENDS ON PREFERRED
STOCK (140,570) (38,914) (200,692) (48,514)
NET INCOME (LOSS) ATTRIBUTABLE
TO COMMON STOCKHOLDERS $1,451,172 $(1,627,409) $ (20,658) $(2,756,771)
INCOME (LOSS) PER SHARE:
Income (loss) from
continuing operations $ 0.113 $ (0.072) $ 0.017 $ (0.137)
Loss from discontinued
operations (0.005) (0.071) (0.004) (0.107)
Dividends on preferred
stock (0.009) (0.003) (0.015) (0.004)
NET INCOME (LOSS) PER
COMMON SHARE $ .099 $ (0.146) $ (0.002) $ (0.248)
WEIGHTED AVERAGE OF COMMON
STOCK OUTSTANDING 14,710,644 11,127,228 13,487,209 11,115,752
See accompanying notes to these consolidated financial statements.
</TABLE>
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE> Nine Months Ended
January 31,
1996 1995
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 180,034 $(2,708,257)
ADJUSTMENTS TO RECONCILE NET INCOME TO
NET CASH FROM OPERATING ACTIVITIES:
Noncash transactions for services 387,391 87,590
Securities received as revenue (2,950,575) -
Depreciation and amortization 206,291 42,978
(Gain) loss on disposal of assets 41,033 (24,164)
Provision for uncollectible note receivable - 75,000
Unrealized (gain) loss on trading securities (1,326,714) 34,549
Loss on disposal of discontinued operations - 560,577
Change in assets and liabilities:
Accounts receivable (302,380) 442,973
Prepaid expenses and other (306,347) (41,480)
Inventory (997,215) (356,916)
Accounts payable and accrued expenses 578,089 169,459
Other Assets - 35,000
Obligations - discontinued operations (135,319) -
Net cash used by operating activities (4,625,712) (1,682,691)
CASH FLOW FROM INVESTING ACTIVITIES:
Purchases of property and equipment (807,217) (389,589)
Proceeds from sale of equipment 11,500 -
Proceeds from sale of securities 93,447 34,548
Change of other asset items 10,361 (41)
Licenses, Product development and
software costs (541,835) (40,000)
Purchase of subsidiary - (25,000)
Proceeds from sale of subsidiary - 184,543
Net cash used by investing activities (1,233,744) (235,539)
CASH FLOW FROM FINANCING ACTIVITIES:
Sale of common stock 3,281,549 1,659,972
Sale of preferred stock 9,418,666 -
Sale of subsidiary preferred stock - 264,044
Redemption of preferred stock (66,134) -
Dividends paid (200,692) (19,200)
Payments on debt (186,000) (14,000)
Redemption of subsidiary preferred stock (264,044) -
Net cash provided by financing activities 11,983,345 1,890,816
NET INCREASE (DECREASE) IN CASH 6,123,889 (27,414)
CASH AT BEGINNING OF PERIOD 149,529 37,789
CASH AT END OF PERIOD $ 6,273,418 $ 10,375
SUPPLEMENTAL INFORMATION:
Cash paid for interest $ 11,298 $ 25,656
Cash paid for income taxes $ - $ -
See accompanying notes to these consolidated financial statements.
</TABLE>
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
NONCASH INVESTING AND FINANCING ACTIVITIES
<TABLE>
Nine Months Ended
January 31,
1996 1995
<S> <C> <C>
On June 17, 1994, the Company acquired Maxmedia $ $ 143,500
Distributing, Inc., and Maxmedia Publishing, Inc.,
in exchange for $25,000 cash and 205,000 shares
of the Company's restricted common stock.
On July 11, 1995, the Company issued 600,000 shares 450,000
of restricted common stock in settlement of
promissory notes to a related party, Forme Capital,
Inc.
On October 31, 1995, the Company issued 67,470 350,000
shares of restricted common stock for acquisition of
software.
On January 31, 1995, the president of the Company 843,750
executed a 6% interest bearing note to exercise a
stock option to acquire 1,000,000 shares of the
Company's common stock this transaction was
rescinded in the fourth quarter of 1996.
On January 31, 1995, another officer of the Company 75,156
executed a 6% interest bearing note to exercise stock
option to acquire 60,000 shares of the Company's
common stock.
In the third fiscal quarter of 1996, the Company's -
preferred stock was converted to common stock
as follows:
175,533 Series BB preferred for 555,000 shares
of restricted common
885,087 Series G preferred for 1,777,775 shares
of restricted common
On August 17, 1995, the Company issued notes payable 294,200
for acquisition of software.
</TABLE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Financial Statements and Principles of Consolidation
The accompanying condensed consolidated financial statements have
been prepared in accordance with the instructions 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 Form 10-K filing for the year
ended April 30, 1995.
The results of operations for the three month and nine month
periods ending January 31, 1995 include restatements to reflect
operations discontinued and audit adjustments incorporated in the Form
10-K for the fiscal year ending April 30, 1995.
The consolidated financial statements include the accounts of the
Company and all majority-owned subsidiaries. All intercompany
transactions have been eliminated.
The 10-Q has been amended to reflect consistent presentation of
financial statements with the
10-K and treatment of advertising and brokerage fees.
2. Acquisitions and Dispositions
On June 17, 1994, the Company acquired 100% of the common stock
of Maxmedia Distributing, Inc., and Maxmedia Publishing, Inc., in
exchange for $25,000 in cash plus 205,000 shares of the Company's
restricted common stock valued at $143,500. On July 6, 1994, the
Company sold its 69% controlling interest in Beecher Energy, Ltd., for
C$400,000 resulting in a net gain of $785 in United States dollars.
The Company decided in fiscal year ended April 30, 1994 to
discontinue operations of its financial services, real estate rental
and oil and gas segments. Following is a breakdown of discontinued
operations segment information.
<PAGE>
<TABLE>
Nine Months Ended
January 31,
1996 1995
<S> <C> <C>
Revenues:
Financial services $ -0- $ 71,267
Oil and gas -0- 16,964
Video distribution -0- 694,666
Income (loss) from operations:
Financial services -0- (193,284)
Oil and gas -0- (3,009)
Video distribution -0- (426,057)
Gain (loss) on disposal of segment:
Financial services (5,280) 41,197
Oil and gas -0- (537,353)
Video distribution (51,187) (64,436)
ITEM 2. Management Discussion and Analysis of Financial Condition
and Results of Operations
The Company made substantial progress during the quarter ending
January 31, 1996. The Company's revenue for the quarter was
$3,338,103 compared with $456,833 in 1995, an increase of 631%. Net
income for the three month period was $1,591,742 compared with a loss
for the previous year of $1,588,495. For the nine months ended
January 31,1996, revenue of $3,921,556 compared with $964,948 in 1995,
resulted in net income for 1996 of $180,034 compared with a loss of
$2,708,257 for 1995. These results are due to a combination of
revenue from DigiPhone_, licensee fees received from European
distribution rights for DigiPhone, and revenue from the five newly
opened Mr. CD-ROM Stores.
The consolidated balance sheets for the period show
stockholders' equity of $15,077,620 compared with ($87,049) for the
financial year ended April 30, 1995. Total assets were $17,100,469
compared with $2,098,874 in April 1995. The substantial increase in
stockholders' equity and total assets was due to the profitability of
the Company during the period under review, and the completion of
private placements.
During the period under review, the Company's subsidiary, Third
Planet, completed shipments of its preliminary orders for the Windows
3.1 version of DigiPhone. This software achieved widespread retail
distribution, and by the end of the quarter the first production run
had sold out. Subsequent retail reorders were limited in anticipation
of the Windows 95 version of DigiPhone which is expected to commence
shipment in April 1996 along with DigiPhone Deluxe_. DigiPhone Deluxe
has enhanced telephone features including conference calling
capability, voice mail, speed dialing, voice sound effects, conversion
recording and playback, and macro command capabilities. It comes with
a full suite of Internet tools including Netscape Navigator 2.0_ from
Netscape Communications Corporation, an e-mail program, a newsreader,
an FTP program, and a telnet program. In addition, a free Windows 95
upgrade for the existing DigiPhone software will also be available.
Both DigiPhone and DigiPhone Deluxe will now be marketed with two
<PAGE>
licenses in each retail box. Effectively, this will provide two
Windows 95 compatible licenses for DigiPhone or DigiPhone Deluxe for
the price of one, and will enable consumers to immediately start
Internet telephone conversations with a family member or a friend
without any extra cost. All existing DigiPhone users will be provided
with a free extra license and a free extra Windows 95 upgrade.
Consumers who buy DigiPhone currently stocked in retail stores will
receive a free extra license and a free extra Windows 95 upgrade upon
registration. Third Planet has activated the Global Director feature
of DigiPhone which allows any DigiPhone and DigiPhone Deluxe user to
search and access any other DigiPhone and DigiPhone Deluxe user
worldwide. The directory may be found on Third Planet's web site on
the Internet at http://www.digiphone.com.
During the period under review, the Company announced the
acquisition of e-Phone, formerly known as NetPhone, the only
Macintosh_ compatible computer software that enables voice
communication over the Internet. e-Phone has been available on the
Internet as NetPhone from the original developers, Electric Magic
Company. Electric Magic sold the software to New Paradigm Software
Corporation on October 9, 1995 and the Company purchased it from New
Paradigm on October 31, 1995. The purchase price was $750,000 payable
$350,000 in Camelot restricted common shares valued at $5.1875 per
share and the balance in cash. In addition, New Paradigm will also
receive for a five year period $1 per unit and 10% of OEM revenue
derived from the software. The technology of e-Phone will be
incorporated by Third Planet into a Macintosh compatible version of
DigiPhone to be called DigiPhone For Mac. Users of the DigiPhone
Windows version will be able to talk over the Internet with users of
the DigiPhone Macintosh versions. Third Planet will continue to make
e-Phone available on the Internet until DigiPhone For Mac is launched
at which time e-Phone will be discontinued. e-Phone/NetPhone users
will be able to upgrade for DigiPhone For Mac.
The appointment of Firecrest Group PLC as exclusive distributor
for DigiPhone in the United Kingdom and Ireland, and the appointment
of Telepartner Holdings A/S as exclusive distributor for DigiPhone in
Scandinavia both occurred during the period under review. The
consideration for the granting of the UK and Ireland exclusive rights
was $1,950,575 payable by issuance by Firecrest of 1,856,453 ordinary
shares equal to approximately 10% of the increased share capital of
Firecrest. Firecrest has appointed Danny Wettreich, Chairman and
Chief Executive Officer of the Company, as a director of Firecrest.
Firecrest is a media and marketing company in the United Kingdom and
its principal subsidiaries comprise a full service advertising agency,
a direct mail marketing company, and an Internet access provider. The
ordinary shares of Firecrest are listed on the Alternative Investment
Market of the London Stock Exchange. The rights for Scandinavia were
purchased by Telepartner Holdings A/S, a Copenhagen, Denmark based
company, which is the leading telephone database services company in
Scandinavia. The consideration for the exclusive distribution rights
was $1,000,000 payable by the issuance to Camelot of shares in
Telepartner equal to 2.7 % of the share capital of Telepartner. The
Company was also granted an option to acquire a further 7.3% of
Telepartner for approximately $2,700,000. These transactions value
Telepartner at $37,000,000 and it is the intention of Telepartner to
<PAGE>
complete a public offering of its shares prior to March 1997. Should
such a public offering not occur, the Company can request Telepartner
to acquires its shares in Telepartner for $1,000,000 cash. Further,
Danny Wettreich, Chairman and Chief Executive Officer of the Company,
has been appointed a director of Telepartner.
The Company intends to pursue the appointment of additional
overseas distributors so that over a period of time it will create a
network of qualified distributors able to provide international
distribution capabilities for DigiPhone and its derivative products.
The agreement made with L. L. Knickerbocker Company to create a
30 minute infomercial for DigiPhone has not been pursued due to
unacceptable delays and cost estimates, and accordingly the Company is
exploring the creation of such an infomercial with other qualified
media companies.
During the period the Company opened five Mr. CD-ROM Stores in
the Dallas, Texas area. The retail stores range in size from 1,000
square feet to 3,000 square feet, and specialize in CD-ROM software
with up to 2,000 titles in stock. These Mr. CD-ROM corporate stores
were intended to be the first of a previously announced target of 100
corporate and franchise stores to be opened by Christmas 1996.
However, positive results from the larger stores has led management to
the conclusion that the most viable retail concepts are the larger
stores in prime retail locations. As such stores do not lend
themselves to franchising due to the larger investment required,
management has decided to modify its business plan by concentrating on
opening a limited number of strategically located corporate stores in
prime locations throughout the United States with sizes ranging from
2,000 to 3,000 square feet instead of widespread U.S. franchising.
The Company will focus its franchising activities on international
master franchises who will have the responsibility for franchising in
specific countries. Negotiations are presently actively being pursued
for master franchises overseas.
Camelot Distributing, the CD-ROM distribution subsidiary of the
Company, continues to be the principal supplier to Mr. CD-ROM Stores
as well as focusing on a telemarketing sales operation to independent
retailers throughout the U.S.
On January 26, 1996, the Company announced that it has concluded an
agreement with UUNET Technologies, Inc. whereby it will use UUNET's
Internet backbone for the Company's newly formed subsidiary, Camelot
Internet Access Services, Inc. (Camelot Internet). The use of
UUNET's exclusive alternate Internet backbone facilities enables
Camelot Internet to instantly establish itself as a nationwide quality
Internet service provider. UUNET's network infrastructure currently
allows local access in over 200 cities in the United States and it is
the primary Internet access provider to the Microsoft network.
Camelot Internet will be officially launched in April 1996 at which
time its nationwide services will commence. Camelot Internet's
international services will be introduced in the last quarter of 1996.
In addition to marketing its services in the traditional way, Camelot
Internet will be offered to users of DigiPhone.
<PAGE>
Management continued to demonstrate its ability to attract private
investment during the nine months ended January 31, 1996. The Company
raised $12,700,215 in private placements of restricted common and
convertible preferred stock. The preferred stock yields 9% and can be
converted into common shares of the Company in limited amounts during
agreed time frames subsequent to issuance and in unlimited amounts
thereafter. The conversion rate is equal to an agreed upon discount
on the prevailing market price of the Company shares at the time of
the conversion. Subsequent to the period under review, the Company
raised an additional $9,629,999 in a restricted preferred stock
private placement, making a total of $22,330,214 raised from over 20
institutional investors for the year to date.
Management believes that it is at the forefront of the emerging
Internet voice communications industry and that it has positioned
itself to take maximum advantage of the technological lead it enjoys
with DigiPhone and it anticipates significant revenues to be generated
by its revolutionary software product over the next 24 months.
Management expects its principal revenue and profitability will
emanate from DigiPhone and DigiPhone derivative software products and
from DigiPhone license fees, and intends to concentrate the majority
of its management and financial resources on the development and
successful marketing of Internet related software products produced by
its subsidiary Third Planet Publishing.
Liquidity and Capital Resources
Net cash used by operating activities for the nine months ended
January 31, 1996 was $4,625,712 compared with $1,682,691 in 1995. Net
cash used by investing activities was $1,233,744 compared with
$235,539 in 1995. This was primarily due to product development and
software costs of $541,835 compared with $40,000 in 1995 and to
purchase of property and equipment of $807,217 compared to $389,589 in
1995.
Net cash provided by financing activities was $11,983,345 compared
with $1,890,816 the previous year. Sales of common stock and
preferred stock were $12,700,215 compared with $1,659,972 in 1995.
These transactions substantially improved the liquidity of the Company
and helped raise stockholders' equity by $15,164,669 in the nine month
period ended January 31, 1996. An additional $9,629,999 has been
raised by private placement subsequent to the period under review.
The Company's plans for capital expenditures relate principally to
capital costs likely to be incurred in opening of additional retail
units. The Company estimates that each additional retail unit will
require approximately $50,000 of capital expenditure. Only a limited
number of such corporate units will be opened during the next 12
months. Management believes that sales from its DigiPhone software
product and revenues generated from DigiPhone licensing fees will
generate substantial revenues and cash flow for the Company during the
next 12 months. Management does not anticipate any liquidity problems
over the next 12 months and believes that the anticipated level of
revenue generated by the Company together with the present level of
cash resources available to the Company will be sufficient for its
needs. Management believes that should the Company require additional
<PAGE>
cash resources, it can raise additional cash resources from the sale
of common and preferred stock and/or by incurring borrowing.
Management is aware that the Company has no long term corporate debt.
Management believes that it is well positioned to make arrangements
for additional debt should the need arise. There are no known trends,
demands, commitments, or events that would result in or that is
reasonably likely to result in the Company's liquidity increasing or
decreasing in a material way other than the potential use of cash
resources for investment in the Company's subsidiaries and the normal
course of business.
<PAGE>
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
NONE
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
3(1) Articles of
Incorporation: Incorporated by reference to
Registration Statement filed
on Form 10, June 23, 1976.
3(2) Bylaws: Incorporated by reference as
immediately above.
(10) 1991 Incentive Stock
Option Plan Incorporated by reference
to proxy Statement for 1991.
(b) Reports on Form 8-K
Report filed on November 17, 1995 reporting Items 2 and 7
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereto duly authorized.
CAMELOT CORPORATION
(Registrant)
By:/s/ Daniel Wettreich
DANIEL WETTREICH, President
Treasurer and Principal
Financial Officer
Date: March 14, 1996
<PAGE>
</TABLE>
