U.S SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB
(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, 2000
[ ] 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
CAMELOT CORPORATION
(Name of Small Business Issuer in Its Charter)
Colorado 84-0691531
(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
PMB 249, 6757 Arapaho Road, Suite 711, Dallas, Texas 75248
(Address of Principal Executive Office) (Zip Code)
(Former Address of Principal Executive Office) (Zip Code)
(972) 458-1767
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
Name of Each Exchange
Title of Each Class on Which Registered
None None
Securities registered under Section 12(g) of the Exchange Act:
None
Check whether the issuer: (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
Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and
no disclosure will 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-
KSB or any amendment to this Form 10-KSB. [x]Yes [ ] No
<PAGE>
Issuer's revenues for its most recent fiscal year is $ - .
As of July 27, 2000, the aggregate market value of the voting
stock held by non-affiliates was $60,000.
The number of shares outstanding of the Registrant's common
stock $0.01 par value was 6,293,740 at July 27, 2000.
Documents Incorporated by Reference.
NONE
PART 1
Item 1. Business
Camelot Corporation (_ Registrant_ or _ the Company_ ) is a
holding company with one inactive subsidiary. All its other
subsidiaries have been dissolved by its state of incorporation.
During the fiscal year ended April 30, 1999 the Company had no
operations. All previous business operations have been
discontinued. The Company's primary assets are preferred shares
in OTC Bulletin Board companies.
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 has made several acquisitions and
divestments of businesses (see Discontinued Activities -
Acquisition and Divestment History). The Company was delisted
from NASDAQ's Small Cap Market on February 26, 1998.
Subsequently it was unable to raise additional capital required
to continue the trading activities of its operating subsidiaries.
Its principle subsidiary, Third Planet Publishing, Inc. sold all
rights, title and interests to its software and hardware products
on March 31, 1998 and has since been dissolved by the state of
Florida. Its remaining operating subsidiary mrcdrom.com, inc.
liquidated its inventory and ceased trading in July, 1998. In
July, 1998 all employees of Camelot and its subsidiaries were
terminated. Its directors and officers have since provided
unpaid services on a part-time basis to the Company.
Discontinued Activities - Acquisition and Divestment History
The Company's activities were conducted through subsidiaries, all
of which are now discontinued or have been sold. Third Planet
Publishing, Inc., (`Third Planet_) (established in January 1995)
was a research and development company developing hardware and
software solutions for audio and video conferencing over the
Internet. mrcdrom.com, inc. (_ mrcdrom.com_ ), (established in
March 1998) was an Internet catalog retailer of software.
Camelot Internet Access Services, Inc. (_CIAS_ ), (established
in June 1996) was a provider of Internet access services.
Alexander Mark Investments (USA), Inc. (_ AMI_) (80% acquired in
May 1997) was a U.S. public holding company whose only investment
was a shareholding in Meteor Technology plc (_ Meteor_ ) a U.K.
public company.
Third Planet was a research and development company focusing on
the development of VideoTalk, a video conferencing system for the
Internet. Approximately $7,000,000 was expended by Third Planet
in developing VideoTalk and its ancilliary software product
DigiPhone since inception. VideoTalk was successfully
demonstrated at COMDEX in the later part of 1997. However, a
lack of funds for marketing the product was experienced in 1998.
Following the Company's delisting from NASDAQ Small Cap Market
in February, 1998 Third Planet sold on March 31, 1998 all rights,
title and interest in VideoTalk and its ancilliary products to
Wincroft, Inc. a US public company traded on the OTC Bulletin
Board. The consideration was $7,002,056
<PAGE> payable by the issuance
of 5,000,000 Preferred Shares, Series A and 1,028,000 Common
Shares in Wincroft together with a $2,000,000 note.
Subsequently, on June 29, 1998 the $2,000,000 note was converted
into 2,000,000 Preferred Shares, Series B in Wincroft.
The Company made other acquisitions as follows:
Date Name Business
Cost
March 1991 Vesta Land Title Company Titles
$120,000
July 1991 Business Investigations Investigations
$312,231
July 1992 McKee-Blanchard Appraisals
$ 32,203
September 1992 First Appraisal Group Appraisals
$ 15,000
June 1994 Maxmedia Distributing Software
Distribution
$168,500
These companies ceased doing business in July 1994, July 1994,
November 1993, November 1993, and May 1995, respectively.
On September 16, 1988, the Company acquired Stock Transfer
Company of America, Inc. ("STCA"), a transfer agent, for 6,666
newly issued common shares of the Company (post reverse split).
In connection with this transaction, Daniel Wettreich was
appointed a Director, Chairman and Chief Executive Officer and
Jeanette Fitzgerald was appointed a Director. On April 11,
1994, following a decision by the Directors of the Company to
discontinue financial services activities, STCA was sold to a
company affiliated with Mr. Wettreich for book value, $13,276.
(See Item 12. Certain Relationships and Related Transactions).
On March 2, 1990, the Company's subsidiary, Beecher Energy, Ltd.
("Beecher") was listed on the Vancouver Stock Exchange in an
initial public offering. The Company sold its 69% shareholdings
in Beecher on July 6, 1994 for C$400,000, (US $288,293).
In January 1991, the Company acquired for cash an 80% majority
interest in Forme Capital, Inc. ("Forme") a publicly traded real
estate company from the wife of Mr. Wettreich. In September
1993, the Company sold to Forme two office properties and then
sold all its investment in Forme for cash (approximately $40,000)
to Mrs. Wettreich. These transactions were approved by the
shareholders of the Company at the Annual Meeting held on
February 15, 1994.
In July, 1993, Registrant acquired approximately 40% of the
issued share capital of Goldstar Video Corporation ("GVC"), a
video marketing company for a net price of $92,432. Registrant
also made a $150,000 secured loan to GVC. Further, Goldstar
Entertainment, Inc. ("GEI") a subsidiary of Registrant acquired
certain licenses and other assets from GVC for $375,000.
Thereafter Registrant's subsidiary Camelot Entertainment, Inc.
commenced business as a video marketing company. On October 20,
1993, GVC filed for protection from creditors under Chapter 11 of
the Bankruptcy Code which was converted to Chapter 7 on February
4, 1994. Registrant was not a controlling shareholder of GVC.
The Company's subsidiary Camelot Entertainment, Inc. filed under
Chapter 7 of the US Bankruptcy laws in January 1995.
In November 1995, Registrant appointed Firecrest Group plc a
public company, as exclusive distributor for DigiPhone in the
United Kingdom and Ireland in consideration for $1,950,575
payable by shares equal to approximately 10% of Firecrest.
(_Digiphone Rights_ ) In March 1996 all relations with
Firecrest were terminated and Registrant sold all its shares in
Firecrest in market transactions. Subsequently, Firecrest sold
its DigiPhone Rights to Meteor. In July 1996, Registrant sold
the European rights to distribute DigiPhone to DigiPhone Europe
Ltd which became a subsidiary of Meteor. The consideration was
#5,000,000 of loan stock which was subsequently converted into
Meteor shares. In November 1996 Registrant sold the
international DigiPhone rights <PAGE>
to Meteor for #1,000,000 of loan
stock which subsequently was converted into Meteor shares. In
May 1998, DigiPhone International, Ltd. a Meteor subsidiary,
became the exclusive marketing company for all Third Planet
products on a worldwide basis.
In May 1997, Registrant acquired approximately 80% of AMI whose
principle asset was approximately 57% of Meteor. The
consideration (post reverse split) payable to the seller, Adina,
Inc. (_ Adina_ ) was 892,015 Preferred Shares, Series J of
Registrant and 453,080 Preferred Shares, Series J in deferred
consideration. Following the transaction Adina had 49% of the
voting rights attributable to the issued and outstanding common
and preferred shares of Registrant. Mr. Wettreich is a director
of Adina and did not participate in any directors' votes in
relation to this transaction.
Registrant, through its acquisition of 80% of AMI in May 1997
obtained control of Meteor, a U.K. listed public company which
was subsequently renamed Constable Group plc. Meteor's two
operational subsidiaries, were DigiPhone International Ltd. and
Meteor Payphones Ltd. DigiPhone International was the worldwide
distributor for all products developed by Third Planet and was
sold to Registrant in January, 1998 for cancellation of #500,000
loan stock owed to Camelot by Meteor. All rights owned by
DigiPhone International were transferred to Third Planet
Publishing prior to the sale of VideoTalk to Wincroft. Registrant
sold all its shareholding in AMI for $38,063 on March 20, 1998.
Meteor Payphones and its sister payphone companies were placed
into liquidation on 30th March 1998. Constable Group plc
(formerly Meteor Technology plc) was placed into liquidation on
31st July 1998.
mrcdrom.com began operations in April, 1997 as an Internet
shopping company selling software titles over the World Wide Web.
It also announced the filing of a registration statement to
raise up to $12,000,000 through an initial public offering
(_IPO_ ) over the Internet, however such registration was
withdrawn and no funds were raised. mrcdrom.com had losses
throughout its trading history and due to the inability of
Registrant to fund such continuing losses ceased doing business
in July, 1998, liquidated all its inventory, and terminated all
its employees. The Company is now inactive.
Camelot Internet Access Services, Inc. was an Internet services
provider formed in January 1996 using the UUNet backbone. This
subsidiary's principle activities were the provision of support
services for Registrant and the provision of Internet access to
users of DigiPhone who would otherwise be unable to access the
Internet. The Company became inactive during 1997.
In February 1997, Registrant acquired from Meteor the U.S.A. and
Canadian rights to PCAMS software, a payphone contract and
management system originally developed for Meteor's payphone
subsidiary. The consideration was cancellation of $2,000,000
unsecured convertible loan stock owed by Meteor to Camelot, and
the issuance by Camelot of 3,238,400 restricted common shares of
Camelot. Management intended to utilize PCAMS software both by
offering such software to independent providers and by seeking
acquisitions of payphone businesses. Registrant's limited
resources precluded active marketing of this product and in March
1998 the product was sold back to Meteor for $70,000.
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.
<PAGE>
Item 2. Properties
Company previously leased, approximately 25,700 square feet of
warehouse and office space in Carrollton, Texas on a lease
expiring on December 31, 2000. As of July 24, 1998 this lease
was terminated by the payment of $39,781 by the Company to the
landlord and the Company has no further liability under the terms
of the lease. The Company rents an accommodation address in
Dallas, Texas on a month to month basis for a nominal fee.
Item 3. Legal Proceedings
No material 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
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.
Part II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
The Company's common stock trades on the OTC Bulletin Board. 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.
High Low
2000
First July 31, 1999 0.01 0.01
Second October 31, 1999 0.01 0.01
Third January 31, 2000 0.01 0.01
Fourth April 30, 2000 0.01 0.01
1999
First July 31, 1998 0.14 0.14
Second October 31, 1998 0.31 0.20
Third January 31, 1999 0.50 0.10
Fourth April 30, 1999 0.20 0.20
As of July 27, 2000, the Company had approximately 1,175
shareholders of record of Company's common stock. 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.
<PAGE>
Item 6. Management Discussion and Analysis
2000
The Company's revenue for the period ended April 30, 2000 was
$0 compared with $0 in the comparable period. Net loss for the
three month period was $508,840 compared with a loss for the
previous year of $994,305. The loss was due to a write
off of accounts receivable, and to the cancellation of a note
in exchange for Wincroft stock previously sold in consideration
for such note. The Wincroft stock was written down to nil to
reflect market value. Further a loss was incurred from the sale
of Forme Capital preferred stock to Forme for par value. The
company is now inactive.
The consolidated balance sheets for the period show total
assets of $3,631 compared with $586,315 for the comparable
period.
1999
The Company's revenue for the period was $0 compared with
$275,435 in 1998. Net loss for the period was $994,305 compared
with a loss for the previous year of $6,074,163. These
results are due to the lack of operations as the subsidiaries
ceased doing business.
The consolidated balance sheets for the period show
stockholders' equity of $586,315 compared with $1,707,668 for
the financial year ended April 30, 1998. Total assets were
$633,883 compared with $1,968,294 for the comparable period. The
decrease in stockholders' equity and total assets was due to the
loss attributable to closing of the operating subsidiaries.
The Company failed to make its dividend payment on the Preferred
Shares, Series E and paid off the dividend due and redeemed
the Preferred Shares by transferring 125,000 restricted common
shares in Wincroft, Inc. at market value.
A majority of the subsidiaries have been dissolved by their
state of incorporation due to a lack of funding. The following
subsidiaries were dissolved by their respective states:
Third Planet Publishing, Inc.
Kids University, Inc.
Maxmedia Distributing, Inc.
Atlantic Media, Inc.
Camelot Creative Designs, Inc.
Business Investigations, Inc.
SAC Distributing, Inc.
Mr. CD-ROM Stores, Inc.
Camelot Distributing, Inc.
Camelot Internet Access Services, Inc.
Camelot Energy, Inc.
On June 29, 1998, Registrant agreed with Wincroft, Inc., at the
request of Wincroft, to satisfy the outstanding Promissory Note
payable to Camelot by Wincroft in the amount of $2,000,000 of
Wincroft Non-Voting Preferred Stock, Series B. These Preferred
Shares pay a dividend of 10% when and as declared by the board of
directors and will pay an additional yield equivalent to 10% of
any revenues derived by Wincroft on sale of VideoTalk. The
Preferred Shares also call for redemption by Wincroft in the
event VideoTalk is sold. Wincroft requested this action in order
to assist in its fund raising capabilities. Wincroft is seeking
funds to pay for working capital and <PAGE>
marketing expenditures.
On February 15, 1999, the Registrant settled outstanding
litigation with Audio Visual Group dba AIMS Media (_AIMS_ ) in
order to eliminate the expense of further litigation and without
admitting any liability by the transference of 200,000 restricted
common shares of Wincroft, Inc., owned by the Registrant to AIMS.
The Company issued 275,192 shares and transferred 3,000 shares
of Wincroft to its attorney's in settlement of legal fees in
relation to this litigation.
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 $86,500 in a note
yielding 6%.
Liquidity and Capital Resources
2000
Net cash used in operating activities for the period ended April
30, 2000 was $(2,292) compared with $(148,299) in 1999. Net
cash used by investing activities was $0 compared with $1,000
in 1999. Net cash provided by financing activities was $0
compared with $(4,800) in 1999. Cash of $3,631 compared with
$666 at April 30, 1999.
1999
Net cash used by operating activities for the 1999 was
$148,299 compared with $3,757,870 in 1998. Net cash supplied
by investing activities was $1,000 compared with net cash used
of $730,884 in 1998. Net cash used by financing activities was
$4,800 compared with $1,611,520 provided in 1998. Cash of
$666 compares with $152,765 at April 30, 1998.
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 is reasonably likely to
result in the Company's liquidity increasing or decreasing in a
material way.
Item 7. Financial Statement and Supplementary Data
Index to Consolidated Financial Statements Page
Report of Independent Auditors F-1
Consolidated Financial Statements
Balance Sheet - April 30, 2000 F-2
Statements of Operations and Other
Comprehensive Income
for the years ended April 30, 2000 and 1999 F-3
Statements of Stockholders' Equity for the
years ended April 30, 2000 and 1999 F-4
Statements of Cash Flows for the years ended
April 30, 2000 and 1999 F-5 and
F-6
Notes to Consolidated Financial Statements F-7 through
F-18
<PAGE>
Larry O'Donnell, CPA, P.C.
Telephone (303) 745-4545 2280 South Xanadu Way
Suite 370
Aurora, Colorado 80014
REPORT OF INDEPENDENT AUDITOR
Board of Directors and Stockholders
Camelot Corporation and Subsidiaries
I have audited the accompanying consolidated balance sheet of
Camelot Corporation and Subsidiaries as of April 30,
2000 and the related consolidated statements of operations,
stockholders' equity, and cash flows for the two years
then ended. These financial statements are the
responsibility of the Company's management. My
responsibility is to express an opinion on these financial
statements based on my audit
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan
and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit 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. I believe my audit provides a
reasonable basis for my opinion.
In my opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Camelot Corporation and Subsidiaries as
of April 30, 2000, and the consolidated results of their
operations and their consolidated cash flows for the years
ended April 30, 2000 and 1999, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed
in Note 10 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.
Larry O'Donnell, CPA, PC
May 8, 2000
<PAGE>
CAMELOT CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet
April 30, 2000
<TABLE>
<S> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 3,755
Total current assets $ 3,755
$ 3,755
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 37,849
Total current liabilities $ 37,849
STOCKHOLDERS' EQUITY
Common stock, $.01 par value, 50,000,000 shares
authorized, 6,293,740 shares issued and
outstanding 62,937
Preferred stock, $.01 par value, 100,000,000 shares
authorized, 1,345,305 shares issued
and outstanding 13,453
Additional paid-in capital 35,597,921
Accumulated deficit (32,871,708)
Less treasury stock at cost,
29,245 shares (2,836,697)
Total stockholders' equity (34,094)
$ 3,755
</TABLE>
See accompanying notes to consolidated financial statements
F-2
<PAGE>
CAMELOT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
Years Ended April 30,
<TABLE>
<S> <C> <C>
2000 1999
REVENUES $ - $ -
OPERATING EXPENSES
General and administrative 8,484 59,498
Total costs and expenses 8,484 59,498
LOSS FROM OPERATIONS (8,484) (59,498)
OTHER INCOME (EXPENSE)
Interest and miscellaneous 5,912 3,282
Loss on investment in affiliate (525,536) (83,388)
Note receivable allowance (92,300)
Realized gain (loss) on sale of
marketable securities (851,419)
Total other income (expense) (611,924) (934,807)
NET LOSS (620,408) (994,305)
DIVIDENDS ON PREFERRED STOCK (4,800)
TOTAL COMPREHENSIVE INCOME ATTRIBUTAL
TO COMMON STOCKHOLDERS $ (620,408)$ (999,105)
INCOME (LOSS) PER SHARE:
Income (loss) from continuing
operations $ (.098) $ (.188)
Dividends on preferred stock (.000) (.000)
Net Loss
Net loss attributable to
common stockholders $ (.098) $ (.188)
Weighted average number of common stock
and common stock equivalent shares 6,293,740 5,308,453
</TABLE>
See accompanying notes to consolidated financial statements
F-3
<PAGE>
CAMELOT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
For the Period from May 1, 1998 through April 30, 2000
<TABLE>
<S> <C> <C> <C> <C> <C>
Common Common Preferred Preferred Additional
Stock Stock Stock Stock Paid in
Shares Amount Shares Amount Capital
Balance at 1,784,200 17,842 1,453,400 14,534 35,768,983
April 30,
1998
Exchange
of Series - (108,095) (1,081) (123,919)
L
Preferred
Stock for
shares of
Wincroft
Adjustment 4,234,348 42,343 (42,343)
to correct
shares
Issuance
of Common 275,192 2,752
Stock for
services
Cancellati
on of
Common
Stock
subscripti
on for
treasury
stock
Change in
unrealized
loss on
available
for sale
securities
Preferred
Stock (4,800)
dividends
to related
party
Net Loss _______ _______ _______ ___________
Balance at 6,293,740 $62,937 1,345,305 $13,453 $35,597,921
April 30,
1999
________ _______ _________ ________ __________
_
Balance at 6,293,740 $62,937 1,345,305 $13,453 $35,597,921
April 30,
2000
======= ====== ======== ======= =========
See accompanying notes to consolidated financial statements
F-4
Accumulated Treasury Stock Total
Deficit Stock Subscription Stockholders'
Receivable Equity
(Deficit)
Balance at (31,256,995) (2,755,638) (81,059) 1,707,667
April 30,
1998
Exchange of
Series L (125,000)
Preferred
Stock for
shares of
Wincroft
Adjustment
to correct
shares
Issuance of
Common 2,752
Stock for
services
Cancellatio
n of Common
Stock (81,059) 81,059
subscriptio
n for
treasury
stock
Change in
unrealized
loss on
available
for sale
securities
Preferred
Stock (4,800)
dividends
to related
party
Net Loss (994,305) __________ (994,305)
Balance at $(32,251,300) $(2,836,697) - $586,314
April 30,
1999
(620,408 ) __________ ________ (620,408)
Balance at $(32,871,708) $(2,836,697) $(34,094)
April 30,
2000
========= ======== ========= ======
</TABLE>
<PAGE>
CAMELOT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years Ended April 30,
<TABLE>
<S> <C> <C>
2000 1999
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) $(620,408) $(994,305)
Adjustments to reconcile net loss to net cash used in
operating activities:
Non cash transactions for services 4,415
Loss on disposal of securities 525,536 931,807
Provision for inventory obsolescence 50,000
Note receivable allowance 92,300
Change in assets and liabilities
Accounts receivable 10,000 32,356
Prepaid expenses 40,486
Accounts payable and accrued
expenses (9,720) (213,058)
Net cash used in operating activities (2,292) (148,299)
CASH FLOW FROM INVESTING ACTIVITIES:
Proceeds from sale of securities 5,381 1,000
Net cash provided by (used in)
investing activities 5,381 1,000
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid (4,800)
Net cash provided by (used in)
financing activities (4,800) (4,800)
NET INCREASE (DECREASE) IN CASH 3,089 (152,099)
Cash at beginning of year 666 152,765
Cash at ending of year $3,755 $666
</TABLE>
See accompanying notes to consolidated financial statements
F-5
<PAGE>
CAMELOT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued)
Years Ended April 30,
2000 1999
Supplemental information:
Cash paid for interest $ - $ -
Cash paid for income taxes $ - $ -
NONCASH INVESTING AND FINANCING ACTIVITIES
In fiscal 1999, The Company sold shares of Wincroft, Inc. to a
related party for $1,000 cash and a note receivable of $86,500.
In fiscal 1999, the Company exchanged 1,081 shares of preferred
stock for shares of Wincroft, Inc.
During the nine months ended January 31, 2000 the Company wrote
off 700,000 shares of Wincroft, Inc. received in cancellation of
a demand note from a company affiliated with the President of the
Company totaling $86,500.
See accompanying notes to consolidated financial statements
F-6
<PAGE>
CAMELOT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Activity and Principles of Consolidation
The consolidated financial statements include the Company and
its majority owned subsidiaries (collectively the "Company").
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. Significant intercompany accounts
and transactions have been eliminated.
Cash and Cash Equivalents
The Company considers all highly liquid investments with
original maturities of three months or less to be cash
equivalents. The company and its subsidiaries maintain cash
balances at several financial institutions and a brokerage
firm in Carrollton, Texas. Cash equivalents are composed
primarily of investments in a money market account. The
Company believes it is not exposed to any significant
credit risk on cash and cash equivalents.
Inventories
Inventories of computer software held for resale, are stated
at the lower of cost or market using the weighted average
cost method. An allowance for inventory obsolescence is
maintained to provide for an estimate of inventory items
that have declined in value.
Property and Equipment
Property and equipment are carried at cost, less
accumulated depreciation. Major additions and betterments
are capitalized while replacements and maintenance and repairs
that do not improve or extend the life of the respective
assets are expensed. Leasehold improvements are amortized
over the lesser of the term of the related lease or the
estimated useful lives of the assets. When property is
retired or otherwise disposed of, the related costs and
accumulated depreciation are removed from the accounts and
any gain or loss is reflected in operations.
F-7
<PAGE>
Depreciation and amortization of property and equipment is
provided on the straight-line method over the following
estimated useful lives of the assets
Loss Per Share
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.
During 1999, common shares were issued upon conversion of
preferred shares. Had this conversion of preferred stock
occurred on May 1, 1998, net loss per common share would
have been $16.71 for 1999.
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-8
<PAGE>
2. ACCOUNTS RECEIVABLE AND CREDIT RISK
The Company's trade receivables at April 30, 2000 and 1999
are primarily due from an ex-employee unsecured loan and
from major computer software distributors. The Company
believes it is not exposed to significant credit risk.
3. INVENTORIES
Included in the accompanying April 30, 1998 balance sheet is
inventory of computer software at a carrying value of
$50,000 which was management's estimate of its net
realizable value. At April 30, 1999, the entire amount of
unsold inventory was written off.
4. NOTE RECEIVABLE-RELATED PARTY
During fiscal 1999, the Company sold shares of Wincroft, Inc.
to a Company affiliated with the President and Chief Executive
Officer. The note is unsecured, due on demand and bears
interest at 6%. The note was written off during fiscal 2000.
5. INVESTMENT IN AFFILIATE
In May, 1997, the Company acquired 80% of the outstanding
stock of Alexander Mark Investments, USA, Inc. (which later
changed its name to Wincroft, Inc.). In March, 1998, the
Company exchanged its shares in Alexander Mark
Investments, USA, Inc. for 8% preferred shares of Forsam
Venture Funding, Inc.
An officer of the Company is a director of Forsam. The
carrying amount of the investment is $80,388. The
investment was written off during fiscal 1999.
On March 31, 1998, the Company's wholly owned subsidiary,
Third Planet Publishing, Inc. sold all right, title and
interest in VideoTalk product for $7,002,056 which was paid
by issuance of common and preferred stock valued at
$5,002,056 and a promissory note for $2,000,000. On June
29, 1998, the Company agreed to satisfy the promissory note
for preferred stock and the Company is treating the
transaction as if it accrued at year end. This investment
was accounted for using the equity method because the Company
owned 20% of Wincroft, Inc. The investment had been valued at
the net book value of the assets transferred, which is
$1,065,582. During fiscal 1999, the Company sold its shares
at a loss of $841,419.
F-9
<PAGE>
6. INCOME TAXES
The Company had no current State or Federal income tax
expense for each of the years ended April 30, 2000 and 1999.
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, in the
accompanying balance sheets are summarized below:
2000 1999
Note receivable allowance 680,000 651,000
Investment valuation adjustment 123,000
Capital loss carryforward 32,000 323,000
Net operating loss carryforward 11,900,000 9,520,000
Less valuation allowance 12,900,000)(10,617,000)
Deferred tax asset-net $ - $ -
At April 30, 2000, the Company has approximately $26,000,000
of unused Federal net operating loss carryforwards, which
expire in the years 2003 through 2013.
Approximately $640,000 of the net operating loss carryforwards
for tax purposes are limited due to statutory changes in the
tax law in connection with the change in more than 50%
ownership of the Company in 1988. Because of statutory
requirements in the law, that portion of the net operating
loss carryforward applicable to the period prior to the
ownership change is limited to use of approximately $35,800
per year until it expires. As the net operating losses
expire, at a minimum, approximately $425,000 of the tax net
operating loss carryforward will not be available for the
Company's future use.
F-10
<PAGE>
7. STOCKHOLDERS' EQUITY
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, 2000:
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 -
J 60,000,000 -
K 412,000 -
L 500,000 -
TOTAL 94,061,523 -
Series E preferred shares owned by a trust affiliated with the
President of the Company are entitled to receive a
cumulative dividend equivalent to $1,600 per month.
Dividends in the amount of $4,800 were declared and paid each
during the years ended April 30, 1999.
Series H preferred shares ("Series H") are 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.
Series L preferred shares ("Series L") are 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 will automatically be converted into common
shares two years after issuance.
Any split or combination of common shares requires 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 are 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 issued as of fiscal year-end is nonvoting.
F-11
<PAGE>
8. STOCK OPTIONS
The Company adopted the 1991 Employee Stock Option Plan (the
Plan) in April 1992, reserving 3,750 shares of the
Company's common stock for issuance upon the exercise of
options granted under the Plan. On April 30, 1993, the
board amended and the shareholders approved to increase the
number of common shares to 16,250 available for issuance under
this plan. The options may be purchased as Incentive Stock
Options at 100% of fair market value of the common stock or
as supplemental stock options at not less than 85% of the
fair market value of the common stock at the date of grant.
The terms of the options under the Plan may not exceed 10
years. No options may be granted under the Plan after
April, 2002. The Company has determined to use the 1991
Employee Stock Option Plan for non-employee directors and
has amended the Plan to specifically cover directors. Other
than a name change to the 1991 Outside Director Stock Option
Plan and as set out above, the Plan will otherwise stay the
same.
In October 1996 the Company adopted the 1996 Stock Option
Plan. At that time the Company canceled all outstanding
options from the 1991 plan and granted the equal number of
options from the 1996 plan. The plan reserves 200,000
shares of the Company's common stock upon exercise of the
options granted under the plan. The exercise price for the
options is equal to the Fair Market Value of a share of
Common Stock on the Grant Date. The per share exercise
price of any option granted to a person who at the time of
grant owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company
or any parent or subsidiary corporation of the Company must
be at least 110% of the fair market value of a share of the
Company's common stock on the date of grant, and the term of
such option cannot exceed five years.
The term of the options under the 1996 plan may not exceed 10
years. No options may be granted under the Plan after October
2006. During 1997, the exercise price of the options granted
under the 1991 and 1996 plans was changed to $5.00 per share.
Under the 1996 plan, 175,000 options were granted to the
President of the Company, however he was not eligible for
options under the 1991 plan. An additional 3,500 options
were granted to officers during fiscal 1997.
Outstanding stock options outside the Plan were nil and 86,250
at April 30, 2000 and 1999,
F-12
<PAGE>
The following schedule summarizes the changes in the Plans:
2000 1999
Options outstanding at 282,375 282,375
beginning at year
Granted
Exercised
Canceled (86,250)
Options outstanding at end of year 196,125 282,375
Options execrable at end of year 196,125 282,375
9. RELATED PARTY 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%.
The Company owned 21,495 shares of Forme Capital's Series A,
10% Noncumulative Preferred Stock, 50,000 shares of Series B,
10% Non-cumulative Preferred Stock and 466,571 shares of
Series C, 10% Non-cumulative Preferred Stock. The
preferred shares have no voting rights, pay dividends at the
discretion of Forme's board of directors, and have priority
for payment upon dissolution of Forme over Forme's common
stock. The Company received dividends of $4,800 from Forme
Capital during fiscal year 1999. During fiscal year 2000,
the Company returned the shares to Forme Capital for $5,812.
10. CONTINGENCIES
Litigation
During the ordinary course of business, the Company is
involved in legal proceedings and regulatory inquiries which
management does not expect to have a material effect on the
financial position of the Company.
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. 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.
F-13
<PAGE>
Item 8. Disagreements on Accounting and Financial
Disclosure
Lane Gorman Trubitt, L.L.P. was dismissed as the Company's
independent auditors effective May 22, 1998.
During the past three years, and the interim period ending May
22, 1998, 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. Larry O'Donnell, CPA has been appointed effective May
22, 1998 to act as the auditor for the Registrant. The change
was made to save the Company money.
PART III
Item 9. Directors and Executive Officers of the Registrant
The following persons serve as directors and/or officers of the
Company as of July 28, 1999:
Name Age Position Period Served Term Expires
Daniel Wettreich 48 Chairman, September 16, 1988 Next Annual
President, Meeting
Director
Allan S. Wolfe 67 Director May 24, 1993 Next Annual
Meeting
Daniel Wettreich
Daniel Wettreich is Chairman, President and Director of the
Company(1) since September 1988. Additionally, he currently holds
directors positions in the following public companies: Forme
Capital, Inc., Wincroft, Inc., and Malex, Inc. which are dormant
companies seeking merger opportunities. From July 1996 to July
1998, he was a Director of Constable Group plc (formerly Meteor
Technology plc), a United Kingdom public company(3). In July
1993, he was appointed Director of Goldstar Video Corporation(2)
following an investment by the Company. Mr. Wettreich has a
Bachelor of Arts in Business Administration from the University
of Westminster, London, England.
Allan S. Wolfe
Allan S. Wolfe has been a Director of the Company since May,
1993. He is a director of Palm Desert Art, Inc., formerly
Database Technologies, Inc., a public company now involved with
art galleries, from May 1986 to the present. He is also, since
1984, a director and Chief Executive Officer of Pathfinder Data
Group ("PDG"), a database company. A subsidiary of PDG,
Pathfinder Data, Inc., filed for protection from creditors under
Chapter 11 and has since been converted to Chapter 7.
<PAGE>
(1) A subsidiary, Camelot Entertainment, Inc., filed Chapter 7
liquidation in January 1995.
(2) Goldstar Video filed for protection from creditors pursuant
to Chapter 11 in October 1993, and has converted to a liquidation
proceeding.
(3) A subsidiary, Meteor Payphones Ltd and subsidiaries filed for
voluntary liquidation in March 1998. Constable Group plc filed
for voluntary liquidation in July 1998.
Item 10. 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,
1999. No bonuses were granted to any officer, nor was any
compensation deferred.
SUMMARY COMPENSATION TABLE
Annual Long-Term
Compensation Compensation
Awards
Pa YOUTS
Restr
Name and Othe icted Options/ LT All
Principal Year Salary B r Stock SARs IP Other
Position o Annu Award Pa Compen
n al (s) yo sation
u Comp ut
s ensa s
tion
Daniel 1997 $250,000 - - - 175,000 $(1)
Wettreich 1998 $250,000 - - - 100,000 - $(1)
Chairman and 1999 $ 52,083 - - - (275,000 - $(1)
2000 $ - - $ -
CEO (1) - - - -
(1) In July 1995, Mr. Wettreich became an employee of Company
and Mr. Wettreich entered into an employment contract with
Company. In July 1998 Mr. Wettreich agreed to terminate his
contract with no cost to the Company. In April 1999 he
surrendered his options to the Company with no cost to the
Company.
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.
On July 1, 1995, Company entered into an employment contract with
Mr. Wettreich whereby he was employed as Chairman, Chief
Executive Officer and President of the Company for a period of
ten years at an annual salary of $250,000 and a cash bonus equal
to 5% of the Company's annual profits before <PAGE> taxation.
In the
event of Mr. Wettreich's death during the term of the agreement,
Company will pay annual death benefits of $250,000 for a period
of four years. Mr. Wettreich may terminate his employment after
the date of a change in control of the Company. A change in
control is defined as any person other than Mr. Wettreich or his
family interests becomes beneficial owner, directly or indirectly
of common stock of the Company representing 30% or more of the
Company's issued and outstanding common stock or if the Incumbent
Board as defined, ceases to constitute a majority of the board of
directors. If Mr. Wettreich terminates his employment after a
change of control in the company, he shall be paid (i) the base
salary and any bonuses payable to him under the agreement or (ii)
an amount equal to the product of the annual base salary and
bonus paid to Mr. Wettreich during the year preceding the
termination date multiplied by five whichever of (i) or (ii) is
more. In the circumstances whereby Mr. Wettreich terminates his
employment for good reason, as defined, he will receive payments
in accordance with the payments received if termination occurs
after a change of control of the Company. In July 1998 Mr.
Wettreich was terminated along with all the other employees of
the Company and Mr. Wettreich agreed to waive any outstanding
obligations owed by Registrant to him under his employment
contract.
Item 11. Security Ownership of Certain Beneficial Owners and
Management
The following table sets forth as of July 16, 1999 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 (2 persons).
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
Daniel Wettreich 1,345,295 (1) 21.4%
6959 Arapaho Road, Suite 122
Dallas, Texas 75248
Allan Wolfe 10,250 (2) *
390 South River Road
Suite 5
Bedford, NH 03110
All Officers and Directors 1,345,295 (1)(2) 21.4%
as a group (2 persons)
* Under 0.1%
Forsam Venture Funding, Inc. 1,345,295 (1) 21.4%
6959 Arapaho Road, Suite 122
Dallas, Texas 75248
<PAGE>
(1) 1,345,295 of these are Preferred Stock , Series J, which
have voting rights, and are owned by Forsam Venture
Funding, Inc., (_Forsam_ ) a Delaware corporation of
which, Mr. Wettreich is a director and officer. Mr.
Wettreich has disclaimed any beneficial interest in the
shares owned by Forsam. (See Item 13. Certain
Relationships and Related Transactions).
(2)Includes an option to purchase 6,625 shares granted to
Allan Wolfe, which option is not exercised.
Item 12. 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. 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.
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.
<PAGE>
On January 17, 1996, the Company's disinterested directors
approved a secured loan to the Corporate Secretary in the amount
of $75,156to 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 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.
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 #2,000,000 of loan stock owed to the Company by Meteor and
#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 #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 is 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 is
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.
On May 30, 1997, the Company subscribed for #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.
<PAGE>
On March 20, 1998 Registrant sold to Forsam Venture Funding,
Inc.3,837,706 shares in AMI 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.
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.
PART IV
Item 13.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, 1999.
Index to Consolidated Financial Statements Page
Report of Independent Auditors - 1999 and 1998 F-1
Consolidated Financial Statements
Balance Sheet - April 30, 1999 F-2
Statements of Operations and Other Comprehensive Income
for the years
ended April 30, 1999 and 1998 F-3
Statements of Stockholders' Equity for the
years ended April 30, 1999 and 1998 F-4
Statements of Cash Flows for the years ended
April 30, 1999 and 1998 F-5 and
F-6
Notes to Consolidated 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.
10 (b) 1991 Outside Directors' Stock Option Plan
Incorporated by reference to the Proxy
Statement for April 13, 1992 Annual
Meeting of Shareholders and
the Proxy Statement for January 3, 1998
Annual Meeting of Shareholders.
1996 Employee Stock Option Plan Incorporated by reference
to the Proxy Statement for
January 3,1998 Annual Meeting of Shareholders
22(a) Subsidiaries
(7) Reports on Form 8-K:
Report filed on February 15, 1999 reporting Item 8.
<PAGE>
EXHIBIT 22(a)
SUBSIDIARIES
AS OF MAY 14, 1999
mrcdrom.com, inc. 100%
<PAGE>
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 31, 2000
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 31, 2000
By: /s/Allan Wolfe
Director
Date: July 31, 2000
