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, 2000 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.)
PMB 249, 6757 Arapaho Road, Ste. 711, Dallas, Texas 75248
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (972) 458-1767
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, 2000
Common stock, $0.01 par value 6,293,740
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 9
Part II OTHER INFORMATION 11
2 <PAGE>
CAMELOT CORPORATION AND SUBSIDIARIES
PART I: FINANCIAL INFORMATION
ITEM 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
ASSETS
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January 31, 1999 April 30, 1999
(Unaudited) (Audited)
CURRENT ASSETS
Cash and cash equivalents $ 4,881 $ 666
Accounts receivable - 15,800
Total current assets 4,881 16,466
OTHER ASSETS
Note receivable - related party - 86,500
Note receivable - officer, net of
allowance of $1,914,216 - -
Preferred stock-related party - 530,917
Total other assets - 617,417
$ 4,881 $ 633,883
</TABLE>
3 <PAGE>
CAMELOT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
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January 31, 2000 April 30, 1999
(Unaudited) (Audited)
CURRENT LIABILITIES
Accounts payable $ 33,986 $ 47,570
Total current liabilities 33,986 47,570
STOCKHOLDERS' EQUITY
Common stock, $.01 par value, 50,000,000
shares authorized, 6,293,740
shares issued at January 31, 2000
and April 30, 1999, respectively 62,937 62,937
Preferred stock, $.01 par value,
100,000,000 shares authorized,
1,345,305 shares issued and outstanding at
January 31, 2000 and April 30, 1999
respectively 13,453 13,453
Additional paid-in capital 35,551,505 35,597,919
Accumulated deficit (32,762,094) (32,251,300)
Less: treasury stock, at cost,
29,245 shares at January 31, 2000
and April 30, 1999 (2,836,696) (2,836,696)
Total stockholders' equity (29,105) 586,313
$ 4,881 $ 633,883
</TABLE>
See accompanying notes to these consolidated financial statements.
4 <PAGE>
CAMELOT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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Three Months Ended
January 31,
2000 1999
REVENUE $ - $ -
COST OF SALES - -
GROSS PROFIT (LOSS) - -
OPERATING EXPENSES:
General and administrative 10,188 4,599
10,188 4,599
LOSS FROM OPERATIONS (10,188) (4,599)
OTHER INCOME (EXPENSES):
Interest income 800 6
Gain (Loss) on disposition of assets (499,452) (54,655)
Total other income (expense) (498,652) (54,655)
INCOME (LOSS) FROM CONTINUING
OPERATIONS (508,840) (59,248)
DISCONTINUED OPERATIONS:
Loss on disposal - -
NET INCOME (LOSS) (508,840) (59,248)
DIVIDENDS ON PREFERRED STOCK - -
NET INCOME (LOSS) ATTRIBUTABLE TO
COMMON STOCKHOLDERS $ (508,840) $ (59,248)
INCOME (LOSS) PER SHARE:
Income (loss) from continuing operations (.079) $ (.010)
Loss from discontinued operations (.000) (.000)
Dividends on preferred stock (.000) (.000)
NET INCOME (LOSS) PER COMMON SHARE (.079) $ (.010)
WEIGHTED AVERAGE OF COMMON
STOCK OUTSTANDING 6,293,740 6,144,552
</TABLE>
See accompanying notes to these consolidated financial statements.
5 <PAGE>
CAMELOT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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Nine Months Ended
January 31,
2000 1999
REVENUE $ - $ 1,047
COST OF SALES - 2,658
GROSS PROFIT (LOSS) - (1,611)
OPERATING EXPENSES:
General and administrative 14,624 330,782
14,624 330,782
LOSS FROM OPERATIONS (14,624) (332,393)
OTHER INCOME (EXPENSES):
Interest income 3,282 846
Gain (Loss) on disposition of assets (499,452) 102,964
Total other income (expense) (496,170) 103,810
INCOME (LOSS) FROM CONTINUING
OPERATIONS (510,794) (228,583)
DISCONTINUED OPERATIONS:
Loss on disposal - (14,375)
NET INCOME (LOSS) (510,794) (242,958)
DIVIDENDS ON PREFERRED STOCK - (4,800)
NET INCOME (LOSS) ATTRIBUTABLE TO
COMMON STOCKHOLDERS $ (510,794) $ (247,758)
INCOME (LOSS) PER SHARE:
Income (loss) from continuing operations $ (.081) $ (.049)
Loss from discontinued operations (.000) (.003)
Dividends on preferred stock (.000) (.001)
NET INCOME (LOSS) PER COMMON SHARE $ (.081) $ (.053)
WEIGHTED AVERAGE OF COMMON
STOCK OUTSTANDING 6,293,740 5,037,908
</TABLE>
See accompanying notes to these consolidated financial statements.
6 <PAGE>
CAMELOT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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Nine Months Ended
January 31,
2000 1999
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (510,794) $ (247,758)
ADJUSTMENTS TO RECONCILE NET GAIN (LOSS) TO
NET CASH FROM OPERATING ACTIVITIES:
Depreciation and amortization - -
(Gain) loss on disposal of assets 499,452 (102,964)
Write-down of License Agreement - -
Provision for inventory obsolescence - -
Non Cash transaction for securities - 96,034
Change in assets and liabilities
Accounts and accrued receivables 10,000 31,559
Prepaid expenses - 40,486
Inventories - (50,000)
Cancellation of note receivable plus
accrued interest for surrender of
treasury stock - (81,059)
Accounts payable and accrued
expenses 4,864 206,286
Net cash used by operating activities 3,522 (89,388)
CASH FLOW FROM INVESTING ACTIVITIES:
Loss on discontinued operations - 14,375
Purchases of property and equipment - -
Purchases of marketable securities - -
Proceeds from sale of property and
equipment - 2,740
Loan to Director of Company - -
Deposits - 4,727
Licenses and product development - 846
Dividends Received - -
Net cash used by investing activities - 22,688
CASH FLOW FROM FINANCING ACTIVITIES:
Sale of common stock - -
Sale of preferred stock - -
Proceeds from notes payable - 600
Dividends on preferred stock - (4,800)
Purchase of Treasury Stock - (81,059)
Cash provided by financing activities - (85,259)
NET INCREASE (DECREASE) IN CASH 3,522 (151,959)
CASH AT BEGINNING OF PERIOD 666 152,765
CASH AT END OF PERIOD $ 4,881 $ 806
7 <PAGE>
SUPPLEMENTAL INFORMATION:
Cash paid for interest $ - $ -
</TABLE>
See accompanying notes to these consolidated financial statements.
8<PAGE>
CAMELOT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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NONCASH INVESTING AND FINANCING ACTIVITIES
Nine Months Ended
January 31,
2000 1999
During the nine months ended January 31, 1999,
the Company's preferred stock was
converted to common stock as follows:
162,000 Series L preferred for 2,342,301
shares of restricted common
During the nine months ended January 31, 1999,
the Company cancelled a note receivable plus
interest for 1,500 common shares into
treasury 81,059
During the nine months ended January 31, 1999,
the Company paid off dividend due and redeemed
the Preferred Shares, Series E by transferring
125,000 restricted common shares in Wincroft,
Inc. at market value.
During the nine months ended January 31, 1999,
the Company settled a payable by the issuance
of 307,923 common shares 4,619
During the nine months ended January 31, 1999,
the Company transferred 3,000 restricted common
shares in Wincroft, Inc. at market value
in payment of services (1,001)
During the nine months ended January 31, 1999,
the Company wrote off some of the Preferred
Shares-Affiliate to better reflect their
current value (80,388)
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 (86,500)
9 <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,
1999.
ITEM 2. Management Discussion and Analysis of Financial Condition
and Results of Operations
The Company's revenue for the quarter ended January 31, 2000 was $0
compared with $0 in the comparable quarter of 1999. Net loss for the
three month period was $508,840 compared with a loss for the previous
year of $59,248. 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
$4,881 compared with $633,883 for the comparable period.
Liquidity and Capital Resources
Net cash provided by operating activities for the nine months
ended January 31, 2000 was $3,522 compared with $(89,388) in 1999.
Net cash used by investing activities was $0 compared with net cash
used of $22,688 in 1999. Net cash provided by financing activities
was $0 compared with $(85,259) in 1999. Cash of $4,881 compared with
$666 at April 30, 1999.
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.
10 <PAGE>
Year 2000 Readiness Disclosure
The Company is aware of the issues associated with the programming
code in existing computer systems as the year 2000 approaches. The
issue is whether computer systems will properly recognize date-
sensitive information when the year changes to 2000. The Company
believes that the Year 2000 issue will not pose significant
operational problems for the Company's computer systems and will not
have a material adverse effect on the Company's financial condition
or results of operations.
11 <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: NONE
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, 2000
16
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[ARTICLE] 5
<TABLE>
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[PERIOD-TYPE] 9-MOS
[FISCAL-YEAR-END] APR-30-2000
[PERIOD-END] JAN-31-2000
[CASH] 4881
[SECURITIES] 0
[RECEIVABLES] 0
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 4881
[PP&E] 0
[DEPRECIATION] 0
[TOTAL-ASSETS] 4881
[CURRENT-LIABILITIES] 33986
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 13453
[COMMON] 62937
[OTHER-SE] (47285)
[TOTAL-LIABILITY-AND-EQUITY] 4881
[SALES] 0
[TOTAL-REVENUES] 0
[CGS] 0
[TOTAL-COSTS] 14624
[OTHER-EXPENSES] (496170)
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 0
[INCOME-PRETAX] (510794)
[INCOME-TAX] (510794)
[INCOME-CONTINUING] (510794)
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (510794)
[EPS-BASIC] (.081)
[EPS-DILUTED] (.081)
</TABLE>
