U.S SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB/A
(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, 2004
--------------
[ ] 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) 612-1400
------------------------------------------------
(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
Issuer's revenues for its most recent fiscal year is $ - .
As of July 27, 2004, 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 6,236,106 at May 31, 2004.
Documents Incorporated by Reference.
NONE
PART 1
Item 1. Business
--------
Camelot Corporation ("Registrant" or "the Company") is inactive, and is now a
blind pool company seeking merger opportunities. It was previously a holding
company but since the fiscal year ended April 30, 1999 the Company has no
operations, and all previous business activities have been discontinued. All its
subsidiaries have been dissolved by its various states of incorporation.
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 the
additional capital required to continue the 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.
The Registrant is one of a number of similar blind pool companies affiliated
with Mr. Daniel Wettreich the President of the Registrant. The other companies
are as follows:
Wincroft, Inc. ("Wincroft") was organized in the state of Colorado in
May 1980 as part of a quasi-reorganization of Colspan Environmental
Systems, and has made several acquisitions and divestments of
businesses unrelated to its present activities. It has been a blind
pool company since April 2000.Mr. Daniel Wettreich is a Director and
President of Wincroft and as at the financial year ended March, 2003
owned 3,576,400 shares representing 80.5% of the issued and outstanding
common stock of Wincroft.
Forme Capital, Inc. ("Forme") was incorporated in the state of Delaware
in December 1986,and has made several acquisitions and divestments of
businesses unrelated to its present activities. It has been a blind
pool company since April 2000. Mr. Daniel Wettreich is a Director and
President of Forme and as at the financial year ended April 2003 owned
2,992,968 shares representing 98.8% of the issued and outstanding
common stock of Forme.
Malex, Inc. ("Malex") was incorporated in the state of Delaware in June
1987. It has been a blind pool company since inception. Mr. Daniel
Wettreich is a Director and President of Malex and as at the financial
year ended April 2003 owned 7,781,490 shares representing 92.64% of the
issued and outstanding common stock of Malex. He also had an indirect
interest in 225,000 common stock of Malex representing 2.67% of the
issued and outstanding common stock of that company. These shares are
owned by the wife of Mr. Wettreich and he has disclaimed all beneficial
interest in these shares.
The Registrant has had no success in finding companies with which to merge,
during the past three years. The basis on which future decisions to merge with
any blind pool company associated with Mr.Daniel Wettreich will be the opinion
of Mr.Wettreich regarding primarily the quality of the businesses that are to be
merged and their potential for future growth,the quality of the management of
the to be merged entities, and the benefits that could accrue to the
shareholders of the blind pool company if the merger occured. The selection of
which blind pool company affiliated with Mr. Wettreich will be used for a merger
in a given transaction is arbitrary and is partly dependent on which blind pool
company is of interest to the potential merger partner. The Registrant has no
particular advantage as a blind pool company over any other blind pool company
affiliated with Mr. Wettreich, and there can be no guarantee that a merger will
take place, or if a merger does take place that such merger will be successful
or be beneficial to the stockholders of the Registrant.
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 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
(pound)5,000,000 of loan stock which was subsequently converted into Meteor
shares. In November 1996 Registrant sold the international DigiPhone rights to
Meteor for (pound)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
was 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 (pound)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.
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 (pound)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 (pound)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.
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
-----------------
Registrant has received a decision from the Comptroller of Public Accounts of
the State of Texas relating to a Franchise Tax determination for the period
1/1/96 through 12/31/98. The Comptroller's decision became due October 17, 2001,
and following an Order Denying Motion for Rehearing, such decision became
effective on November 26, 2001. Registrant has consequently become liable in the
amount of $78,542.65 and additional interest will accrue at $17.12 per day
through the date of payment.
Registrant has been advised that a Notice of Filing of Petition to Register
Foreign Judgment is being made to domesticate in the State of Texas a judgment
obtained Re: The Audio Visual Group dba AIMS Media v Goldstar Entertainment
Video Corporation, etc. et al. No further information has been obtained with
regard to this Notice, however should such petition be successful Registrant may
become liable in the amount of $550,000.
No other 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
2004 High Low
---- ---- ---
First July 31, 2003 0.01 0.01
Second October 31, 2003 0.01 0.01
Third January 31, 2003 0.01 0.01
Fourth April 30, 2004 0.01 0.01
2003
----
First July 31, 2002 0.01 0.01
Second October 31, 2002 0.01 0.01
Third January 31, 2003 0.01 0.01
Fourth April 30, 2003 0.01 0.01
As of July 27, 2004, the Company had approximately 1,275 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.
Item 6. Management Discussion and Analysis
----------------------------------
2004
The Company's revenue for the period ended April 30, 2003 was $-0- compared with
$0 for the previous period. Net loss for the period was $7,250 compared with a
loss for the previous year of $8,725. The losses for 2004 and 2003 were
primarily due to accrued franchise taxes following from a decision from the
Comptroller of Public Accounts of the State of Texas.
The consolidated balance sheets for the period show total assets of $90 compared
with $90 for the previous period.
2003
The Company's revenue for the period ended April 30, 2003 was $-0- compared with
$0 for the previous period. Net loss for the period was $8,725 compared with a
loss of $81,198. The loss was primarily due to accrued franchise taxes following
from a decision from the Comptroller of Public Accounts of the State of Texas.
The consolidated balance sheets for the period show total assets of $90 compared
with $1,288 for the previous period.
2002
The Company's revenue for the period ended April 30, 2002 was $-0- compared with
$0 for the previous period. Net loss for the period was $81,198 compared with a
profit of $34,196. The loss was primarily due to accrued franchise taxes
following from a decision from the Comptroller of Public Accounts of the State
of Texas.
The consolidated balance sheets for the period show total assets of $90 compared
with $1,288 for the previous period.
Liquidity and Capital Resources
2004
Net cash used in operating activities for the period ended April 30, 2004 was $0
compared with $0 in 2003. Net cash used by investing activities was $0 compared
with $0 in 2003. Net cash provided by financing activities was $0 compared with
$0 in 2003. Cash of $90 compared with $90 in 2003.
2003
Net cash used in operating activities for the period ended April 30, 2003 was $0
compared with $(1,198) in 2002. Net cash used by investing activities was $0
compared with $0 in 2002. Net cash provided by financing activities was $0
compared with $0 in 2002. Cash of $90 compared with $90 in 2002.
2002
Net cash used in operating activities for the period ended April 30, 2002 was
$(1,198) compared with $(2,467) in 2001. Net cash used by investing activities
was $0 compared with $0 in 2001. Net cash provided by financing activities was
$0 compared with $0 in 2001. Cash of $90 compared with $1,288 in 2001.
Item 7. Financial Statement
-------------------
Index to Financial Statements Page
----
Report of Independent Auditors F-1
Financial Statements
Balance Sheet - April 30, 2004 F-2
Statements of Operations and
for the years ended April 30, 2004 and 2003 F-3
Statements of Stockholders' Equity for the
years ended April 30, 2004 and 2003 F-4
Statements of Cash Flows for the years ended
April 30, 2004 and 2003 F-5
Notes to Financial Statements F-6 to F-9
Larry O'Donnell, CPA, P.C.
Telephone (303) 745-4545 2228 South Fraser Street
Unit 1
Aurora, Colorado 80014
REPORT OF INDEPENDENT AUDITOR
Board of Directors and Stockholders
Camelot Corporation
I have audited the accompanying balance sheet of Camelot Corporation as of April
30, 2004 and the related statements of operations, accumulated deficit, 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 of
the Public Company Accounting Oversight Board (United States). 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 audits
provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Camelot Corporation as of April 30,
2004, and the results of their operations and their consolidated cash flows for
the years ended April 30, 2004 and 2003, in conformity with generally accepted
accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 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
July 26, 2004
F-1
CAMELOT CORPORATION
Balance Sheet
April 30, 2004
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 90
------------
Total current assets $ 90
------------
$ 90
============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 4,561
Franchise tax payable 92,600
------------
Total current liabilities $ 97,161
------------
STOCKHOLDERS' EQUITY
Common stock, $.01 par value, 50,000,000 shares
authorized, 6,236,106 shares issued and outstanding 62,361
Preferred stock, $.01 par value, 100,000,000 shares
authorized, no shares issued
and outstanding
Additional paid-in capital 35,611,950
Accumulated deficit (32,934,685)
Less treasury stock at cost, 29,245 shares (2,836,697)
------------
Total stockholders' equity (97,071)
------------
$ 90
============
See accompanying notes to financial statements
F-2
CAMELOT CORPORATION
Statements of Operations
Years Ended April 30,
2004 2003
----------- -----------
REVENUES $ -- $ --
OPERATING EXPENSES
General and administrative 950 2,425
Franchise taxes 6,300 6,300
----------- -----------
Total costs and expenses 7,250 8,725
NET INCOME (LOSS) $ (7,250) $ (8,725)
=========== ===========
INCOME (LOSS) PER SHARE $ (.001) $ (.012)
=========== ===========
Weighted average number of common stock
and common stock equivalent shares 6,236,106 6,236,106
See accompanying notes to financial statements
F-3
CAMELOT COPORATION
Statements of Accumulated Deficit
Years Ended April 30,
2004 2003
---- ----
Balance, May 1 $(32,927,435) $(32,918,710)
Net income (loss) (7,250) (8,725)
------------ ------------
Balance, April 30 $(32,934,685) $(32,927,435)
============ ============
See accompanying notes to financial statement
F-4
CAMELOT CORPORATION
Statements of Cash Flows
Years Ended April 30,
2004 2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (7,250) $ (8,725)
Adjustments to reconcile net loss to net cash used in operating activities:
Increase (decrease) in:
Accounts payable and accrued expenses 7,250 8,725
--------- ---------
Net cash used in operating activities -- --
CASH FLOW FROM INVESTING ACTIVITIES:
Net cash provided by (used in) investing activities -- --
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net cash provided by (used in) financing activities -- --
--------- ---------
NET INCREASE (DECREASE) IN CASH -- --
Cash at beginning of year 90 90
--------- ---------
Cash at ending of year $ 90 $ 90
========= =========
See accompanying notes to financial statements
F-5
CAMELOT CORPORATION
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Activity and Principles of Consolidation
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.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents. Cash equivalents
are composed primarily of investments in a money market account.
Income (Loss) Per Share
Income (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.
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.
F-6
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.
2. INCOME TAXES
The Company had no current State or Federal income tax expense for each of
the years ended April 30, 2004 and 2003.
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, 2004 in the accompanying
balance sheet is summarized below:
Note receivable allowance 680,000
Capital loss carryforward 32,000
Net operating loss carryforward 11,900,000
Less valuation allowance (12,900,000)
-----------
Deferred tax asset-net $ -
At April 30, 2004, the Company has approximately $26,000,000 of unused
Federal net operating loss carryforwards, which expire in the years 2003 through
2013.
F-7
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.
3. 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, 2004:
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 -
K 412,000 -
L 500,000 -
----------- -----------
TOTAL 34,561,523 -
Series E preferred shares are entitled to receive a cumulative dividend
equivalent to $1,600 per month.
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.
F-8
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.
4. CONTINGENCIES
Litigation
The Company is liable for Texas state franchise taxes of approximately
$80,000.
Also, the Company has been advised that a Notice of Filing of Petition to
Register Foreign Judgment is being made to domesticate in the State of
Texas a judgment obtained regarding The Audio Visual Group dba AIMS Media v
Goldstar Entertainment Video Corporation. Should such petition be
successful, the Company may become liable in the amount of $550,000.
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-9
Item 8. Disagreements on Accounting and Financial Disclosure
----------------------------------------------------
During the past three years, 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.
Item 8A. Controls and Procedures
-----------------------
As of the end of the period covered by this Annual Report, our Chief Executive
Officer and Chief Financial Officer (the "Certifying Officer") conducted
evaluations of our disclosure controls and procedures. As defined under Sections
13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 Act, as amended
(the "Exchange Act") the term "disclosure controls and procedures" means
controls and other procedures of an issuer that are designed to ensure that
information required to be disclosed by the issuer in the reports that it files
or submits under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by an
issuer in the reports that it files or submits under the Exchange Act is
accumulated and communicated to the issuer 's management, including the
Certifying Officer, to allow timely decisions regarding required disclosure.
Based on this evaluation, the Certifying Officer concluded that our disclosure
controls and procedures were effective to ensure that material information is
recorded, processed, summarized and reported by our management on a timely basis
in order to comply with our disclosure obligations under the Exchange Act, and
the rules and regulations promulgated thereunder.
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, 2003:
Name Age Position Period Served Term Expires
---- --- -------- ------------- ------------
Daniel Wettreich 52 Chairman, September 16, 1988 Next Annual
President, Meeting
Director
Allan S. Wolfe 72 Director May 24, 1993 Next Annual
Meeting
Daniel Wettreich
----------------
Daniel Wettreich is Chairman, President and Director of the Company 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.
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 Replacement
Services, Inc., filed for protection from creditors under Chapter 11 and has
since been converted to Chapter 7.
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, 2003. No bonuses were granted to any officer, nor
was any compensation deferred.
SUMMARY COMPENSATION TABLE
=================================================================================
Restricted
Name and Principal Other Annual Stock Option
Position Year Salary Bonus Compensation Award(s) SARs
---------------------- ------ -------- ------- -------------- ------------ ------
Daniel Wettreich 2004 - - - - -
Chairman and CEO 2003 - - - - -
2002 - - - - -
====================== ====== ======== ======= ============== ============ ======
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.
Item 11. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
The following table sets forth as of June 17, 2004 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 0 *
18170 Hillcrest Road, Suite 100
Dallas, Texas 75248
Allan Wolfe 10,250 (1) *
112 Riverway Place,
Bedford, NH 03110
All Officers and Directors 10,250 (1) *
as a group (2 persons)
* Under 0.1%
(1) 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. a company affiliated with Mr Wettreich 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.
On January 17, 1996, the Company's disinterested directors approved a secured
loan to the Corporate Secretary in the amount of $75,156 to 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 non
recourse 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. During the
quarter ended January 31, 2002 the Company extinguished as paid in full this
non-recourse loan by the transfer to the Company as treasury stock of 1,345,295
Preferred Stock Series J of the Company, such preferred shares being transferred
to the Registrant as substitution for and in lieu of the original collateral of
a Pledge Agreement securing such non-recourse loan which was secured only on
36,250 post-reverse split common shares of the Registrant, and which had been
subsequently written off by the Company as uncollectable.
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 (pound)2,000,000 of loan stock
owed to the Company by Meteor and (pound)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 (pound)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 was 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 was 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(pound)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.
On March 20, 1998 Registrant sold to Forsam Venture Funding, Inc. 3,837,706
shares in Alexander Mark investments (USA),Inc 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.
On February 23, 2003 the Board of Registrant determined that in order to pursue
a merger transaction it was in Registrant's interest to present a corporate
structure and financial statement structure that would be most conducive to
effecting such a merger transaction, and that as Registrant was still the owner
of 700,000 shares in Wincroft, Inc, a company affiliated with the President of
Registrant, which shares have been written down to nil value in Registrant's
books for several years, Registrant transfered for nil consideration all the
shares of Wincroft,Inc owned by Registrant to Wincroft, Inc as Treasury shares.
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, 2004.
Index to Consolidated Financial Statements Page
----
Report of Independent Auditors - 2003 and 2002 F-1
Consolidated Financial Statements
Balance Sheet - April 30, 2003 F-2
Statements of Operations and Other Comprehensive Income
for the years ended April 30, 2003 and 2002 F-3
Statements of Stockholders' Equity for the
years ended April 30, 2003 and 2002 F-4
Statements of Cash Flows for the years ended
April 30, 2003 and 2002 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.
22(a) Subsidiaries NONE
(7) Reports on Form 8-K: Report on February 27, 2003 reporting Item 5.
ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES
General. Larry O'Donnell, CPA, P.C. ("O'Donnell") is the Company's principal
auditing accountant firm. The Company's Board of Directors has considered
whether the provision of audit services is compatible with maintaining
O'Donnell's independence.
Audit Fees. O'Donnell billed for the following professional services:
$950 for the audit of the annual financial statement of the Company for the
fiscal year ended April 30, 2004.
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 28, 2004
-------------
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 28, 2004
-------------
By: /s/Allan Wolfe
--------------
Director
Date: July 28, 2004
-------------