SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest event reported) January 9, 1997
CAMELOT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Colorado 0-8299 84-0691531
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
CAMELOT PLACE
17770 Preston Road, Dallas, Texas 75252
(Address of Principal Executive Offices)
Registrant's telephone number, including area code:(972) 733-3005
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Item 9. Sales of Equity Securities Pursuant to Regulation S.
On January 9, 1997, Registrant accepted a Regulation S
convertible preferred stock subscription for $500,000 from a non-
affiliated overseas institutional investor. The preferred shares
are convertible into common stock 45 days from the original
issuance.
On January 12, 1997, Registrant and a non-affiliated overseas
institutional investor concluded the conversion of $800,000
convertible debentures from an offering pursuant to Regulation D
to an offering pursuant to Regulation S. The Registrant was
unable to complete the required filing to register the underlying
shares pursuant to the original subscription agreements and
agreed with the investor to convert the original subscription to
a Regulation S exemption. All requirements were satisfied and
the investor has represented that from the date of the original
subscription, September 22, 1997 until today's date it satisfied
all investor requirements for Regulation S. The debentures are
convertible into common stock 90 days from the original issuance.
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 hereunto duly authorized.
CAMELOT CORPORATION
BY: /s/ Jeanette Fitzgerald
Jeanette Fitzgerald
Date: January 12, 1998 Vice President
