SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter ended January 31, 1998 Commission File No. 0-8299
CAMELOT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Colorado 84-0691531
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2415 Midway Road, Suite 121 Carrollton, Texas 75006
(Address of principal executive office) (Zip Code)
17770 Preston Road, Dalls, Texas 75252
(Former address of principal executive office)
Registrant's telephone number, including area code: (972) 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, 1998
Common stock, $0.01 par value 2,033,366
<PAGE>
CAMELOT CORPORATION AND SUBSIDIARIES
I N D E X
Page No.
Part I FINANCIAL INFORMATION (UNAUDITED):
Item 1. Consolidated Balance Sheets 3
Consolidated Statements of Operations 5
Consolidated Statements of Cash Flows 7
Notes to Consolidated
Financial Statements 9
Items 2. Management's Discussion
and Analysis of Financial
Condition and Results of
Operations 12
Part II OTHER INFORMATION 15
<PAGE>
CAMELOT CORPORATION AND SUBSIDIARIES
PART I: FINANCIAL INFORMATION
ITEM 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
ASSETS
(In Thousands)
<TABLE>
<S> <C> <C>
January 31, 1998 April 30, 1997
(Unaudited) (Audited/Adjusted)
CURRENT ASSETS
Cash and cash equivalents $ 1,756.0 $ 3,667.2
Securities available for sale 222.0 8.3
Accounts receivable, net of allowance for
doubtful accounts of $19,947 and $19,947
at January 31, 1998 and April 30, 1997 600.4 493.8
Prepaid expenses 43.0 167.8
Inventories, net of allowance for
obsolescence of $630,145 and $494,744 at
January 31, 1998 and April 30, 1997 473.4 644.2
Total current assets 3,094.8 4,981.3
PROPERTY, PLANT AND EQUIPMENT - AT COST
Office equipment and fixtures 2,094.7 2,055.8
Leasehold improvements 64.2 64.2
Less accumulated depreciation (993.4) (800.7)
Total property, plant and equipment-at cost 1,165.5 1,319.3
OTHER ASSETS
Note receivable - officer, net of allowance
of $889,000 1,025.2 968.2
Preferred stock - related party 530.9 530.9
Licenses and product development, net of
$128,000 and $31,000 accumulated amortization
at January 31, 1998 and April 30, 1997 980.0 421.5
Other 43.7 23.1
Total other assets 2,579.8 1,943.7
$ 6,840.1 $ 8,244.3
</TABLE>
<PAGE>
CAMELOT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (continued)
<TABLE>
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
(In Thousands)
January 31, 1998 April 30, 1997
(Unaudited) (Audited/Adjusted)
CURRENT LIABILITIES
Accounts payable $ 2,324.5 $ 2,642.8
Accrued expenses 112.7 223.0
Total current liabilities 2,437.2 2,865.8
Notes Payable 800.0 -
Total liabilities 3,237.2 2,865.8
STOCKHOLDERS' EQUITY
Common stock, $.01 par value, 50,000,000
shares authorized, 2,033,366 and 881,763
shares issued at January 31, 1998 and
April 30, 1997, respectively 20.3 8.8
Preferred stock, $.01 par value, 100,000,000
shares authorized, 1,345,295 and 2,438,056
shares issued and outstanding at
January 31, 1998 and April 30, 1997
respectively 13.5 24.4
Additional paid-in capital 39,591.5 38,737.1
Accumulated deficit (33,178.9) (30,597.5)
Less: treasury stock, at cost, 29,245
and 28,745 shares at January 31, 1998
and April 30, 1997 (2,756.7) (2,715.7)
Dividends (5.8) -
Notes receivable related to purchase of
common stock (81.0) (78.6)
Total stockholders' equity 3,602.9 5,378.5
$ 6,840.1 $ 8,244.3
</TABLE>
See accompanying notes to these consolidated financial statements.
CAMELOT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In Thousands, Except Share and Per Share Data)
<TABLE>
<S> <C> <C>
Three Months Ended
January 31,
1998 1997
REVENUE $ 22.5 479.4
COST OF SALES 32.6 358.0
GROSS PROFIT (LOSS) (10.1) 121.4
OPERATING EXPENSES:
General and administrative 752.1 1,786.7
Provision for Inventory E & O
- -
Depreciation and amortization 151.0 204.3
903.1 1,991.0
LOSS FROM OPERATIONS (913.2) (1,869.6)
OTHER INCOME (EXPENSES):
Interest expense .6 (10.3)
Interest income 4.6 88.7
Dividend income - affiliate 11.7 11.6
Gain (Loss) on disposition of
assets - (3.6)
Other - (2,099.2)
Total other income (expense) 16.9 2,012.8
INCOME (LOSS) FROM CONTINUING
OPERATIONS (896.3) (3,882.4)
DISCONTINUED OPERATIONS:
Loss on disposal (14.0) (289.5)
(14.0) (289.5)
NET INCOME (LOSS) (910.3) (4,171.9)
DIVIDENDS ON PREFERRED STOCK - (12.4)
NET INCOME (LOSS) ATTRIBUTABLE TO
COMMON STOCKHOLDERS $ (910.3) $ (4,184.3)
INCOME (LOSS) PER SHARE:
Income (loss) from continuing
operations $ (.569) $ (6.306)
Loss from discontinued operations (.009) (.470)
Dividends on preferred stock - (.020)
NET INCOME (LOSS) PER COMMON SHARE $ (.578) $ (6.796)
WEIGHTED AVERAGE OF COMMON
STOCK OUTSTANDING 1,576,135 615,681
</TABLE>
See accompanying notes to these consolidated financial statements.
CAMELOT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In Thousands, Except Share and Per Share Data)
<TABLE>
<S> <C> <C>
Nine Months Ended
January 31,
1998 1997
REVENUE $ 1,710.9 $ 1,443.0
COST OF SALES 2,194.3 1,549.8
GROSS PROFIT (LOSS) (483.4) (106.8)
OPERATING EXPENSES:
General and administrative 3,630.0 5,691.4
Provision for Inventory E & O 135.0 387.0
Depreciation and amortization 342.0 621.0
4,107.0 6,699.4
LOSS FROM OPERATIONS (4,590.4) (6,806.2)
OTHER INCOME (EXPENSES):
Interest expense (42.5) (13.4)
Interest income 99.4 305.6
Dividend income - affiliate 35.0 34.9
Gain (Loss) on disposition of assets 3.4 (660.3)
Other - (2,099.2)
Total other income (expense) 5.3 (2,432.4)
INCOME (LOSS) FROM CONTINUING
OPERATIONS (4,495.1) (9,238.6)
DISCONTINUED OPERATIONS:
Loss on disposal (14.4) (703.4)
(14.4) (703.4)
NET INCOME (LOSS) (4,509.5) (9,942.0)
DIVIDENDS ON PREFERRED STOCK (1.0) (90.4)
NET INCOME (LOSS) ATTRIBUTABLE TO
COMMON STOCKHOLDERS $ (4,510.5) $ (10,032.4)
INCOME (LOSS) PER SHARE:
Income (loss) from continuing
operations $ (2.255) $ (10.474)
Loss from discontinued operations (.007) (.797)
Dividends on preferred stock - (.102)
NET INCOME (LOSS) PER COMMON SHARE $ (2,262) $ (11,373)
WEIGHTED AVERAGE OF COMMON
STOCK OUTSTANDING 1,993,950 882,090
</TABLE>
See accompanying notes to these consolidated financial statements.
CAMELOT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In Thousands)
<TABLE>
<S> <C> <C>
Nine Months Ended
January 31,
1998 1997
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (4,510.5) $ (9,942.0)
ADJUSTMENTS TO RECONCILE NET GAIN (LOSS) TO
NET CASH FROM OPERATING ACTIVITIES:
Depreciation and amortization 361.9 445.1
(Gain) loss on disposal of assets 14.5 786.7
Write-off (provision) uncollectible
accounts receivable - (6.0)
Non Cash transaction for securities 860.2 -
Provision for inventory obsolescence 135.4 387.0
Write-Down of License Agreement 453.3 -
Change in assets and liabilities
Accounts and accrued receivables 43.1 (188.5)
Prepaid expenses 124.7 58.7
Inventories 224.8 73.8
Accounts payable and accrued expenses 167.4 37.3
Net cash used by operating activities (2,125.2) (8,347.9)
CASH FLOW FROM INVESTING ACTIVITIES:
Purchases of property and equipment (45.1) (1,491.4)
Purchases of marketable securities (222) (2,030.1)
Proceeds from sale of property and
equipment 8.2 1,731.4
Proceeds from sale of marketable securities - 180.5
Disposition of assets of discontinued
operations - 152.2
Loan to Director of Company (59.4) (1,000.0)
Deposits 15.5 (25.8)
Licenses and product development (688.6) (312.2)
Net cash used by investing activities (991.4) (2,975.9)
CASH FLOW FROM FINANCING ACTIVITIES:
Sale of common stock 6.0 3,122.8
Sale of preferred stock - 2,593.7
Proceeds from notes payable 800.0 -
Dividends on preferred stock (5.8) (78.0)
Purchase of Treasury Stock (41.0) -
Net cash provided by financing
activities 759.2 5,638.5
NET INCREASE (DECREASE) IN CASH (2,357.4) (5,685.3)
CASH AT BEGINNING OF PERIOD 4,113.4 9,870.6
CASH AT END OF PERIOD $ 1,756.0 $ 4,185.3
SUPPLEMENTAL INFORMATION:
Cash paid for interest $ 71.2 $ 6.1
</TABLE>
See accompanying notes to these consolidated financial statements.
<PAGE>
CAMELOT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In Thousands)
NONCASH INVESTING AND FINANCING ACTIVITIES
Nine Months Ended
January 31,
1998 1997
During the period ended January 31, 1997,
the Company recognized a loss on the August
1996 disposal of the remaining investment
in Firecrest. (643.9)
During the period under review, Meteor
Technology, plc expensed the UK, Ireland
Distribution Rights to DigiPhone. (453.5)
During the period under review, Meteor
Technology issued shares in settlement for
rent obligations for property previously
occupied by Telecredit Telekommunications GmbH (318.4)
During the period under review, Camelot issued
shares for commission expense related to the
$800,000 funding (100.0)
<PAGE>
CAMELOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
ITEM 1. Financial Statements and Principles of Consolidation
The accompanying condensed 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 Form 10-K filing for the year ended April 30,
1997 and Form 8-K issued May 20, 1997, along with subsequent
amendments. On May 20, 1997 Camelot announced an acceptance to a
stock subscription for 53,811,780 restricted Preferred Shares, Series
J by Adina, Inc., a Delaware public company. Adina paid for the
subscription with the transfer of 6,029,921 restricted common shares
of Alexander Mark Investments (USA), Inc. ("AMI"), representing 80% of
the outstanding share capital of AMI. At the time of the subscription
AMI owned 57% of Meteor Technology plc a public U.K. Company. The
Preferred Shares are non-convertible, non-yielding, have a preference
over the common shares but subordinate to the outstanding Preferred
Shares and have one vote per share voting with the common shares. The
Registrant's April 30, 1997 financial statements have been restated
and adjusted to reflect the consolidation as a result of the May 1997
transactions.
The restated accounts are as follows:
Camelot Corporation
Consolidated Balance Sheet
(in Thousands)
<TABLE>
<S> <C> <C> <C>
Original Restated
30-Apr-97 30-Apr-97 Adjustments
ASSETS
Current Assets:
Cash $3,030.0 $3,667.2 $637.2 (1)
Accounts & Notes
Receivable 162.6 493.8 331.2 (2)
Inventory 530.9 644.2 113.3 (3)
Total Current
Assets 3,899.6 4,981.3 1,081.7
Property and
Equipment:
Net Equipment 928.8 1,319.3 390.5 (4)
Total Assets $ 6,772.1 $ 8,244.3 $ 1,472.2
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
LIABILITIES & STOCKHOLDER'S EQUITY
Current
liabilities:
Accounts & notes
payable $ 693.6 $ 2,865.8 $ 2172.2 (5)
Total
Liabilities 693.6 2,865.8 2,172.2
Stockholder's
Equity:
Additional Paid-In Capital 34021.4 38737.1 4715.7 (6)
Treasury
Stock (2,714.6) (2,715.7) (1.1) (7)
Retained
Earnings (25,261.5) (30,676.1) (5,414.6)(8)
$6,772.1 $8,244.3 $1,472.2
Camelot Corporation
Consolidated Statement of Operations
(in Thousands except EPS)
</TABLE>
<TABLE>
<S> <C> <C> <C>
Original Restated
30-Apr-97 30-Apr-97 Adjustments
REVENUES
Sales 1,887.6 4,132.2 2,244.6
Cost of Sales 1,559.2 4,321.7 2.5
Gross Profit 328.4 (189.5) (517.9) (9)
Operating
Expenses:
Administrative Expenses 9,122.8 11,478.8 2,356.0
Other Expense 4,202.0 4,234.3 32.3
Total Operating
Expenses 13,324.8 15,713.1 2,388.3 (10)
Dividends on
Preferred Stock (95.2) (95.3) (0.1)
Net Loss (13,091.6) (15,997.9) (2,906.3)
</TABLE>
(1) The increase is due to the cash held on hand by Meteor as of May 30,
1997.
(2) The increase is due to the inclusion of amounts due from creditors
within one year from the Meteor accounts.
(3) The increase is due to the inventory held by Meteor Payphones Ltd., a
wholly owned subsidiary of Meteor.
(4) The increase is due to the equipment held by Meteor and its
subsidiaries.
(5) The increase is due to the inclusion of the amounts due by Meteor to
its creditors.
(6) The increase is due to the amount of additional paid-in-capital of
Meteor.
(7) This increase reflects the Camelot common shares held by Meteor.
(8) This decrease reflects the loss of Meteor.
(9) The loss results because of the elimination of the sale of the PCAMS
software from Meteor to Camelot.
(10) The increase in the operating expenses and therefore the net loss
results from operating expenses by Meteor.
On December 3, 1997 Camelot announced that it has entered into a
conditional agreement to acquire 100% of the issued share capital of
DigiPhone International Ltd. the London based company that is the
exclusive worldwide distributor of VideoTalk. Following the
acquisition Camelot will own 100% of all the rights, title and
interests to VideoTalk. The agreement is conditional on the
shareholders of both Camelot and Meteor approving this transaction.
This transaction will have no material impact on the financial
statements of Camelot because Digiphone International as a wholly
owned subsidiary of Meteor is consolidated into the Camelot financial
statement presentation. The consideration paid by Camelot being the
cancellation by Meteor of its 500,000 pound 1997-2007 loan stock owed
to Camelot is not apparent in the financial statements as that entry
would eliminate upon consolidation of the Camelot accounts.
New Accounting Standard in February 1997: the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No.
128 (SFAS 128), Earnings per Share, which establishes new standards
for computing and presenting earnings per share. SFAS 128 is effective
for financial statements issued for periods ending after December 15,
1997 and requires restatement of all prior-period earnings per share
data. Early application of SFAS 128 is not permitted. The Company's
adoption of the provisions of SFAS 128 will result in the dual
presentation of basic and diluted earnings per share on the Company's
statement of operations.
The Company believes that the Year 2000 issue (the cost of making its
internal systems Year 2000 compliant as well as the cost to the
Company of making its clients' systems Year 2000 compliant where it is
obligated to do so) will not have a material adverse effect on its
results of operations.
Forward Looking Statements: All statements other than historical
statements contained in this Report on Form 10-Q constitute "forward
looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Without limitation, these forward
looking statements include statements regarding the Company's business
activities. Any Form 10-K, Annual Report to Shareholders, Form 10-Q
or Form 8-K of the Company may include forward looking statements. In
addition, other written or oral statements which constitute forward
looking statements have been made or may in the future be made by the
Company, including statements regarding future operating performance,
short- and long-term revenue and earnings growth, the value of
contract signings, and industry growth rates and the Company's
performance relative thereto. These forward looking statements rely on
a number of assumptions concerning future events, and are subject to a
number of uncertainties and other factors, many of which are outside
of the Company's control, that could cause actual results to differ
materially from such statements. These include, but are not limited
to: competition in the technology industry and the impact of such
competition on pricing, revenues and margins; the market acceptance of
new product or service offerings that offer higher margins than
traditional product or service offerings and costs associated with the
development and marketing of such offerings; the financial performance
of current and future contracts, the degree to which the Company can
improve productivity; general economic conditions; the degree to which
business entities continue to upgrade technology and business
processes; the cost of attracting and retaining highly skilled
personnel. The Company disclaims any intention or obligation to update
or revise any forward looking statements whether as a result of new
information, future events or otherwise.
The consolidated financial statements include the accounts of the
Company, all majority owned subsidiaries and the majority owned company,
Alexander Mark Investments (USA), Inc. ("Alexander Mark"). Alexander
Mark is the majority owner of Meteor Technology, plc ("Meteor"). The
April 30, 1997 adjusted balance sheet consolidates numbers from the
April 30, 1997 Audited Financial Statements of the Company, the April
30, 1997 Audited Financial Statements of Alexander Mark and the May 31,
1997 adjusted Audited Financial Statements of Meteor and its
subsidiaries. Adjustments were made to eliminate intercompany
transactions and for the conversion of Meteor's numbers from pounds to
US Dollars.
The Meteor financial presentation is based on the accounting rules of
the United Kingdom. The balance sheet reflects adjustments to present
financial statements per US GAAP accounting rules. The adjustments
included presenting current assets first on the balance sheet,
reclassing creditors payable due within one year to the liability
section from the current asset section and combining reserve amount and
profit and loss account into retained earnings. The assets and
liability amounts were not changed.
The accounting rules of the United Kingdom only require financial
statements to be published annually. Meteor's fiscal year end is May 31
and their last six month Interim Financials were issued for November 30,
1996. The results for the period ending January 31, 1998 and 1997
include the published results of Meteor.
The financial statements include the 20 per cent minority interest in
the outstanding voting share capital of Alexander Mark not owned by the
Company.
Meteor's financial statements were converted from British Pounds to US
Dollars based on US accounting guidelines. The conversion rate was
based on the published exchange rate at January 31, 1998 and April 30,
1997, one pound equals $1.6317 and $1.62, respectively.
ITEM 2. Management Discussion and Analysis of Financial Condition
and Results of Operations
The Company's revenue for the period ended January 31, 1998 was
$1,710,900 compared with $1,443,000 in the comparable period of 1997.
Net loss for the nine month period was $4,509,500 compared with a loss
for the previous year of $9,942,000. The Company has reduced its
administrative expenses in cost saving effort. These results are due
to the restructuring by Meteor of the payphone business in the United
Kingdom and the continued expenditure by Third Planet on the
development of Internet products, primarily VideoTalk. Further, a
write down of $453,500 was made by Meteor of the Digiphone UK
distribution rights to comply with UK accounting requirements.
VideoTalk is a complete hardware and software system which, when
connected to a multimedia PC, enables full duplex video conferencing
over the Internet and over local and wide area networks. It uses a
PCI plug-and-play add-in card that provides high quality audio and
video while achieving extremely low processor load. VideoTalk does
not require a soundcard or a video capture card, and allows
communication over the Internet with only a 28.8 Kbps modem. The unit
includes the VideoTalk card, a color video camera, a special version
of the Proficia telephony handset, and both the VideoTalk and
Digiphone 2.0 software.
The consolidated balance sheets for the period show stockholders'
equity of $3,602,900 compared with $5,378,500 for the financial year
ended April 30, 1997. Total assets were $6,840,100 compared with
$8,244,300 for the comparable period. The decrease in stockholders'
equity and total assets was due to the operating loss as noted above.
On December 3, 1997, the Company announced that it has entered into a
conditional agreement to acquire 100% of the issued share capital of
DigiPhone International Ltd. ("DI"), the London based company that
is the exclusive worldwide distributor of VideoTalk. Following this
acquisition Camelot will own 100% of all the rights, title and
interests to VideoTalk through its wholly owned subsidiaries Third
Planet Publishing, Inc. (which owns the technology rights to
VideoTalk) and DI (which owns the marketing rights to VideoTalk).
Management believes that this Form 10-Q accurately reflects the
current status of the Company after taking into account the May 1997
transactions and the December transaction, including a restatement of
the April 30, 1997 audited financial statements. The December
transaction has no material impact on the financial presentation as
the Digiphone International financial impact and the cancellation of
the loan stock is already accounted for due to the consolidation and
restatement.
Management continues to concentrate the majority of its management and
financial resources on the development and successful marketing of
Internet related software and hardware products produced by its
subsidiary, Third Planet Publishing, and continues to anticipate that
its principal revenue and profitability will emanate from these
hardware and software products. As previously announced, the Company
has commenced negotiations with major Original Equipment Manufacturers
to license its technology.
On February 26, 1998 the Company was delisted from NASDAQ, and is
applying for trading on the OTC Bulletin Board.
Liquidity and Capital Resources
Net cash used by operating activities for the Nine Months ended
January 31, 1998 was $2,125,200 compared with $8,347,900 in 1997. Net
cash used by investing activities was $991,400 compared with
$2,285,300 in 1996. Net cash provided by financing activities was
$763,000 compared with $2,975,900 in 1997. The Company issued
convertible debentures during the period and accepted a convertible
preferred shares subscription. The Securities available for sale were
reclassified due to the acquisitions in May of 1997.
The Company's plans for capital expenditures relate principally to the
purchase of property and equipment to further its hardware and
software development program. Management believes that its Internet
products and its payphone operations will generate its principal
revenues and cash flow for the Company during the next twelve months.
Management 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. However,
Management believes that additional cash resources may be needed if
the anticipated level of revenues are not achieved, or are not
achieved timely. Management believes that should the Company require
additional cash resources, it can raise additional resources from the
sale of Common and Preferred Stock and/or by incurring borrowing.
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 in the normal course of business. The Company
continually reviews funding options which could materially increase
the Company's liquidity.
<PAGE>
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
- None-
Item 5. 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: Form 8-K dated May 20, 1997
with amendments.
Form 8-K dated December 12, 1997.
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 and Principal Financial Officer
Date: March 16, 1998
