UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended July 31, 2010
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File Number 0-8299
CAMELOT CORPORATION
(Name of registrant as specified in its charter)
Colorado 84-0691531
(State or other jurisdiction (IRS Identification No.)
of incorporation or organization)
17 Sutton Way
Washington Twp NJ 07676
(Address of principal executive offices)
201-970-4987
(Registrant's telephone number)
730 W. Randolph Street
Chicago, IL 60661
(Former Address of principal executive offices, if changed since last report)
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. [X] Yes No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).* *The registrant has
not yet been phased into the interactive data requirements. [ ] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definition of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). [X] Yes [ ] No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distributions of securities under a plan
confirmed by a court. [ ] Yes [ ] No [X] N/A
APPLICABLE TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. Class - Common Stock,
49,236,106 shares outstanding as of September 14, 2010.
CAMELOT CORPORATION
INDEX TO FORM 10-Q
Page No.
--------
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)............................... 3
Balance Sheets.............................................. 3
Statements of Operations.................................... 4
Statement of Stockholders' (Deficit)........................ 5
Statements of Cash Flows.................................... 6
Notes to Financial Statements............................... 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................... 12
Item 3. Quantitative and Qualitative Disclosures about Market Risk..... 13
Item 4. Controls and Procedures........................................ 13
PART II OTHER INFORMATION
Item 1. Legal Proceedings.............................................. 14
Item 1A. Risk Factors................................................... 14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.... 14
Item 3. Defaults Upon Senior Securities................................ 14
Item 4. Removed and Reserved........................................... 14
Item 5. Other Information.............................................. 14
Item 6. Exhibits....................................................... 14
Signatures..................................................... 15
2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CAMELOT CORPORATION
(An Exploration Stage Company)
Balance Sheets
July 31, 2010 April 30, 2010
------------- --------------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 8,233 $ 13,857
Prepaid Expenses 271 433
------------ ------------
Total current assets 8,504 14,290
Other assets
Mineral rights - leased (Note 7) 11,457 --
------------ ------------
Total other assets 11,457 --
------------ ------------
TOTAL ASSETS $ 19,961 $ 14,290
============ ============
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 56,143 $ 34,234
Accrued interest payable 4,850 3,095
Advances payable, related party 30,025 15,025
------------ ------------
TOTAL CURRENT LIABILITIES 91,018 52,354
Note payable 117,000 117,000
------------ ------------
TOTAL LIABILITIES 208,018 169,354
------------ ------------
COMMITMENTS AND CONTINGENCIES (NOTES 2, 4, 5, 6, 8 AND 9)
STOCKHOLDERS' (DEFICIT)
Preferred stock $0.01 par value 100,000,000 shares authorized; none issued -- --
Common stock $0.01 par value; 50,000,000 shares authorized;
49,236,106 shares issued and outstanding 492,361 492,361
Additional paid-in-capital 32,377,520 32,377,520
Accumulated deficit (33,057,938) (33,024,945)
------------ ------------
Total stockholders' (deficit) (188,057) (155,064)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) $ 19,961 $ 14,290
============ ============
The accompanying notes are an integral part of these financial statements.
3
CAMELOT CORPORATION
(An Exploration Stage Company)
Statements of Operations
(Unaudited)
Three Months Three Months
Ended Ended
July 31, 2010 July 31, 2009
------------- -------------
Revenues $ -- $ --
Operating Expenses
Professional fees 31,238 1,810
Other -- --
------------ ------------
TOTAL OPERATING EXPENSES 31,238 1,810
------------ ------------
LOSS FROM OPERATIONS (31,238) (1,810)
OTHER INCOME (EXPENSE)
Interest (expense) (1,755) --
------------ ------------
NET LOSS $ (32,993) $ (1,810)
============ ============
Loss per share basic and diluted $Nil $Nil
============ ============
Weighted average number of
common shares outstanding
basic and diluted 49,236,106 49,236,106
============ ============
The accompanying notes are an integral part of these financial statements.
4
CAMELOT CORPORATION
(An Exploration Stage Company)
Statement of Stockholders' (Deficit)
For the Period from May 1, 2008 to July 31, 2010
(Unaudited)
Additional Total
Preferred Stock Common Stock Paid-in Accumulated Stockholders'
Shares Amount Shares Amount Capital (Deficit) Deficit
------ ------ ------ ------ ------- --------- -------
BALANCE MAY 1, 2008 - $ -- 49,236,106 $492,361 $32,374,005 $(32,978,602) $(112,236)
Net income April 30, 2009 - -- -- -- -- 5,729 5,729
------- ------- ---------- -------- ----------- ------------ ---------
BALANCE APRIL 30, 2009 - -- 49,236,106 492,361 32,374,005 (32,972,873) (106,507)
======= ======= ========== ======== =========== ============ =========
Correction of error (Note 7) - -- -- -- -- (8,453) (8,453)
------- ------- ---------- -------- ----------- ------------ ---------
Corrected balance, April 30, 2009 - -- 49,236,106 492,361 32,374,005 (32,981,326) (114,960)
======= ======= ========== ======== =========== ============ =========
Contributed capital - -- -- -- 3,515 -- 3,515
Net loss April 30, 2010 - -- -- -- -- (43,619) (43,619)
------- ------- ---------- -------- ----------- ------------ ---------
BALANCE APRIL 30, 2010 - -- 49,236,106 492,361 32,377,520 (33,024,945) (155,064)
======= ======= ========== ======== =========== ============ =========
Net loss July 31, 2010 -- -- -- (32,993) (32,993)
------- ------- ---------- -------- ----------- ------------ ---------
BALANCE JULY 31, 2010 (UNAUDITED) - $ -- 49,236,106 $492,361 $32,377,520 $(33,057,938) $(188,057)
======= ======= ========== ======== =========== ============ =========
The accompanying notes are an integral part of these financial statements.
5
CAMELOT CORPORATION
(An Exploration Stage Company)
Statements of Cash Flows
(Unaudited)
Three Months Three Months
Ended Ended
July 31, 2010 July 31, 2009
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) $(32,993) $ (1,810)
Adjustments to reconcile net income (loss) to net
cash used in operating activities
Changes in operating assets and liabilities:
Decrease prepaid expense 162 --
Increase in accrued interest payable 1,755 --
Increase in accounts payable 21,909 1,810
-------- --------
Net cash (used in) operating activities (9,167) --
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Mineral rights - leased (11,457) --
-------- --------
Net cash (used in) investing activities (11,457) --
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from related party 15,000 --
-------- --------
Net cash provided by financing activities 15,000 --
-------- --------
Net decrease in cash and cash equivalents (5,624) --
Cash and cash equivalents at beginning of period 13,857 90
-------- --------
Cash and cash equivalents at end of period $ 8,233 $ 90
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest $ -- $ --
======== ========
Income Taxes $ -- $ --
======== ========
The accompanying notes are an integral part of these financial statements.
6
CAMELOT CORPORATION
(An Exploration Stage Company)
Notes to Financial Statements
July 31, 2010
(Unaudited)
1. OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
Camelot Corporation, ("the Company") was incorporated under the laws of the
State of Colorado on September 5, 1975. The Company was formerly a holding
company but since it ceased operations in the fiscal year ended April 30, 1999,
the Company has had minimal operations. All previous business activities have
been discontinued.
Recently the Company has formulated a business plan to investigate the
possibilities of a viable mineral deposit on 10 leased mining claims located in
Esmeralda County, Nevada, USA.
The Company's fiscal year end is April 30.
INTERIM FINANCIAL STATEMENTS
The accompanying interim unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 8 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In our opinion, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three month period ended July 31, 2010 are not
necessarily indicative of the results that may be expected for the year ending
April 30, 2011. For further information, refer to the financial statements and
footnotes thereto included in our Form 10-K Report for the fiscal year ended
April 30, 2010. REVENUE RECOGNITION
The Company has not generated any revenues since it ceased operations in 1999.
It is the Company's policy that revenues are recognized when persuasive evidence
of an arrangement exists, delivery has occurred (or service has been performed),
the sales price is fixed and determinable, and collectability is reasonably
assured.
CASH AND CASH EQUIVALENTS
The Company considers cash in banks, deposits in transit, and highly liquid debt
instruments purchased with original maturities of three months or less to be
cash and cash equivalents.
USE OF ESTIMATES
The preparation of financial statements in conformity with US GAAP requires
management to make estimates and assumptions that affect the reported amount of
assets and liabilities and 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. Management routinely makes judgments and
estimates about the effects of matters that are inherently uncertain. Estimates
that are critical to the accompanying financial statements include the
identification and valuation of assets and liabilities, valuation of deferred
tax assets, and the likelihood of loss contingencies. Management bases its
estimates and judgments on historical experience and on various other factors
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results
could differ from these estimates. Estimates and assumptions are revised
periodically and the effects of revisions are reflected in the financial
statements in the period it is determined to be necessary.
7
FAIR VALUE OF FINANCIAL INSTRUMENTS
ASC 825, "Disclosures about Fair Value of Financial Instruments", requires
disclosure of fair value information about financial instruments. ASC 820, "Fair
Value Measurements" defines fair value, establishes a framework for measuring
fair value in generally accepted accounting principles, and expands disclosures
about fair value measurements. Fair value estimates discussed herein are based
upon certain market assumptions and pertinent information available to
management as of July 31 and April 31, 2010.
The respective carrying values of certain on-balance-sheet financial instruments
approximate their fair values. These financial instruments include accounts
payable, advances payable, accrued liabilities and notes payable. Fair values
were assumed to approximate carrying values for these financial instruments
since they are short term in nature and their carrying amounts approximate fair
value, or they are receivable or payable on demand.
MINERAL PROPERTY ACQUISITION AND EXPLORATION COSTS
The Company has not yet realized any revenue from its operations. Mineral
property acquisition costs are initially capitalized in accordance with ASC
805-20-55-37, previously referenced as the FASB Emerging Issues Task Force
("EITF") Issue 04-2. The Company assesses the carrying costs for impairment
under ASC 930 at each fiscal quarter end. Capitalized costs will be amortized
using the units of production method over the estimated life of the probable
reserve. To date the Company has not established any proven or probable reserves
on its mineral properties. Mineral exploration costs are expensed as incurred.
INCOME TAXES
Deferred income taxes are determined using the liability method under which
deferred tax assets and liabilities are based upon temporary differences between
the carrying amounts of assets and liabilities for financial and tax reporting
purposes and the effect of net operating loss carry-forwards. Deferred tax
assets are evaluated to determine if it is more likely than not that they will
be realized. Valuation allowances have been established to reduce the carrying
value of deferred tax assets in recognition of significant uncertainties
regarding their ultimate realization.
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE
The Company computes earnings (loss) per share in accordance with ASC 260-10-45
"Earnings per Share", (SFAS 128) which requires presentation of both basic and
diluted earnings per share on the face of the statement of operations. Basic
earnings (loss) per share is computed by dividing net earnings (loss) available
to common shareholders by the weighted average number of outstanding common
shares during the period. Diluted earnings (loss) per share gives effect to all
dilutive potential common shares outstanding during the period. Dilutive
earnings (loss) per share excludes all potential common shares if their effect
is anti-dilutive. The Company has no potential dilutive instruments, and
therefore, basic and diluted earnings (loss) per share are equal.
STOCK BASED COMPENSATION
The Company accounts for common stock issued to employees for services based on
the fair value of the instruments issued, and accounts for common stock issued
to other than employees based on the fair value of the consideration received or
the fair value of the equity instruments, whichever is more reliably measurable.
The Company did not make any option grants during 2010 or 2009, and accordingly,
has not recognized any stock based compensation expense related to options.
8
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2009, Financial Accounting Standards Board ("FASB") established the
Accounting Standards Codification ("ASC") as the single source of authoritative
US GAAP to be applied by nongovernmental entities. Rules and interpretive
releases of the SEC under authority of federal securities laws area are sources
of authoritative US GAAP for SEC registrants. The ASC did not change current US
GAAP, but was intended to simplify user access to all authoritative US GAAP by
providing all the relevant literature related to a particular topic in one
place. All previously existing accounting standards were superseded and all
other accounting literature not included in the ASC is considered
non-authoritative. New accounting standards issued subsequent to June 30, 2009
will be communicated by the FASB through Accounting Standards Updates (ASUs).
The ASC was effective during the period ended September 30, 2009. Adoption of
the ASC did not have an impact on the Company's financial position, results of
operations or cash flows.
In May, 2009, the ASC guidance for subsequent events was updated to establish
accounting and reporting standards for events that occur after the balance sheet
date but before financial statements are issued. The guidance was amended in
February, 2010. The update sets forth: (i) the period after the balance sheet
date during which management of a reporting entity should evaluate events or
transactions that may occur for potential recognition or disclosure in the
financial statements, (ii) the circumstances under which an entity should
recognize events or transactions occurring after the balance sheet in its
financial statements, and (iii) the disclosures that an entity should make about
events or transactions occurring after the balance sheet date in its financial
statements. The Company adopted the updated guidance in 2009. The adoption had
no impact on the Company's financial position, results of operations or cash
flows.
There were various other accounting standards updates recently issued, none of
which are expected to have a material impact on the Company's financial
position, operations, or cash flows.
2. GOING CONCERN
The Company's financial statements are prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of obligations in
the normal course of business. However, the Company has recurring losses, has
negative working capital, and has a total stockholders' deficit. The Company
does not currently have any revenue generating operations. These conditions
raise substantial doubt about the ability of the Company to continue as a going
concern.
In view of these matters, continuation as a going concern is dependent upon
continued operations of the Company, which in turn is dependent upon the
Company's ability to meets its financial requirements, raise additional capital,
and the success of its future operations. The financial statements do not
include any adjustments to the amount and classification of assets and
liabilities that may be necessary should the Company not continue as a going
concern.
Management plans to fund operations of the Company through advances from
existing shareholders, private placement of restricted securities or the
issuance of stock in lieu of cash for payment of services until such a time as a
business combination or other profitable investment may be achieved. There are
no written agreements in place for such funding or issuance of securities and
there can be no assurance that such will be available in the future. Management
believes that this plan provides an opportunity for the Company to continue as a
going concern.
3. CAPITAL STOCK
COMMON STOCK
On November 20, 2009, Daniel Wettreich sold 42,753,819 shares of common stock to
Jeffrey Rochlin. Following this transaction Mr. Rochlin now controls 86.83% of
the presently issued and outstanding common shares of the Company. The total
number of common shares authorized by the Company is 50,000,000 shares, par
value $.01, of which 49,236,106 are issued and outstanding.
9
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. As of July 31, 2010 and April 30, 2010, the following series of
preferred stock were authorized, issued and outstanding:
Series of Number of Number of Shares Issued
Preferred Stock Shares Authorized and Outstanding
--------------- ----------------- ---------------
A 2,000 0
B 75,000 0
C 50,000 0
D 66,134 0
E 108,056 0
F 15,000 0
G 1,000,000 0
H 5,333,333 0
I 17,000,000 0
J 10,000,000 0
K 412,000 0
L 500,000 0
TOTALS 34,561,523 0
4. INCOME TAXES
Deferred income taxes arise from temporary timing differences in the recognition
of income and expenses for financial reporting and tax purposes. The Company's
deferred tax assets consist entirely of the benefit from net operating loss
(NOL) carryforwards. The net operating loss carryforwards, if not used, will
expire in various years through 2030, and are severely restricted as per the
Internal Revenue code due to the change in ownership. The Company's deferred tax
assets are offset by a valuation allowance due to the uncertainty of the
realization of the net operating loss carry forwards. Net operating loss
carryforwards may be further limited by other provisions of the tax laws.
The Company's deferred tax assets, valuation allowance, and change in valuation
allowance are as follows:
Estimated Change in
Estimated NOL NOL Tax Benefit Valuation Valuation Net Tax
Period Ending Carry-forward Expires from NOL Allowance Allowance Benefit
------------- ------------- ------- -------- --------- --------- -------
April 30, 2010 $193,619 Various $35,820 $(35,820) $(8,070) $ --
April 30, 2009 $150,000 Various $27,750 $(27,750) $ -- $ --
Income taxes at the statutory rate are reconciled to the Company's actual income
taxes as follows:
Income tax benefit at statutory rate resulting from net
operating loss carryforward (15.00%)
State tax (benefit) net of federal benefit (3.50%)
Deferred income tax valuation allowance 18.50%
------
Actual tax rate 0%
======
10
5. RELATED PARTY TRANSACTIONS
The Company's Chief Executive Officer & majority shareholder until November 20,
2009, advanced funds to pay creditors of the Company. During the year ended
April 30, 2009, a total of $99,188 was advanced and $105,287 was owed at year
end. Following the end of fiscal year 2009 and prior to the sale of his common
stock on November 20, 2009, Danny Wettreich advanced additional funds to pay
creditors of the Company. These advances were evidenced by a Demand Promissory
Note of the Company to Mr. Wettreich, which Note was sold to an outside investor
on November 20, 2009. (See note 6)
The Company uses the offices of its President for its minimal office facility
needs for no consideration. No provision for these costs has been provided since
it has been determined that they are immaterial.
6. NOTE PAYABLE
The July 20, 2010 Promissory Note is in the principal amount of $117,000, bears
an annual interest rate of six percent, is due and payable on November 30, 2015
and is collateralized by all the assets of the Company. As of July 31, 2010
accrued interest payable is $4,850.
7. MINERAL LEASE AGREEMENT
The company entered into a mineral lease agreement with Timberwolf Minerals,
Ltd. on June 11, 2010. The cost of the initial lease payment was capitalized
according to ASC 805-20-55-37. The agreement calls for a series of lease
payments to be made over a 6 year period, with a right to purchase all 10
unpatented mining claims before the start of the 7th year. The Company can
terminate the lease by giving Lessor a 30 day written notice.
8. CHANGE OF CONTROL
On November 20, 2009, Jeffrey Rochlin entered into a Stock Purchase Agreement
with Danny Wettreich pursuant to which Mr. Wettreich sold 42,753,819 shares of
common stock of the Company, representing approximately 86.83% of the total
issued and outstanding shares of common stock of the Company, for a total
purchase price of $8,000.
Upon the closing of the purchase transaction, Mr. Rochlin acquired 42,753,819
shares of common stock, or approximately 86.83% of the issued and outstanding
Common Stock and attained voting control of the Company.
9. SUBSEQUENT EVENTS
The Company has evaluated events subsequent to July 31, 2010 to assess the need
for potential recognition or disclosure in this report. Such events were
evaluated through the date these financial statements were available to be
issued. Based upon this evaluation, it was determined that no subsequent events
occurred that require recognition or disclosure in the financial statements.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD LOOKING STATEMENTS The information in this report contains
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). These forward-looking statements involve risks
and uncertainties, including statements regarding the Company's capital needs,
business strategy and expectations. Any statements contained herein that are not
statements of historical facts may be deemed to be forward-looking statements.
In some cases, you can identify forward-looking statements by terminology such
as "may," "will," "should," "expect," "plan," "intend," "anticipate," "believe,"
"estimate," "predict," "potential" or "continue," the negative of such terms or
other comparable terminology. Actual events or results may differ materially. In
evaluating these statements, you should consider various factors, including the
risks outlined from time to time, in other reports we file with the Securities
and Exchange Commission (the "SEC"). These factors may cause our actual results
to differ materially from any forward-looking statement. We disclaim any
obligation to publicly update these statements, or disclose any difference
between its actual results and those reflected in these statements. The
information constitutes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995.
BUSINESS AND PLAN OF OPERATION
The Company was incorporated in Colorado on September 5, 1975, and completed a
public offering of its common stock in March 1976. The Company made several
acquisitions and divestments of businesses. The Company was delisted from
NASDAQ's Small Cap Market on February 26, 1998. In July, 1998 all employees of
Camelot were terminated. Since the fiscal year ended April 30, 1999, the Company
has had no operations, and all previous business activities have been
discontinued. The Company has been inactive since that time and operating as a
blind pool company seeking merger opportunities. Its directors and officers have
since provided unpaid services on a part-time basis to the Company.
On November 6, 2009, the Company's common stock was accepted for quotation,
effective November 9, 2009, on the OTC Bulletin Board ("OTCBB").
The Registrant has had no success in finding companies with which to merge. The
basis on which future decisions to merge with the Registrant will be the opinion
of Mr. Jeffrey Rochlin, President of the Registrant, 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 Registrant if the merger
occurred. The Registrant has no particular advantage as a blind pool company
over any other blind pool company, 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 shareholders of the Registrant.
On June 11, 2010, the Company entered into a Mineral Lease Agreement (the
"Lease") with Timberwolf Minerals, Ltd. ("Timberwolf") to lease certain
unpatented lode mining claims (the "Property") owned by Timberwolf located in
Section 2, Township 2 North, Range 38 East and Section 35, Township 3 North,
Range 38 East, Mt. Diablo Meridian in Esmeralda County, Nevada subject to the
terms of the Lease. The Property consists of Claims BJ 101, 103, 105, 107, 109,
110, 112, 114, 116 and 118 with BLM Serial No. NMC# Lead File 1017556 (the
"Claims").
The Company's new plan of operation is to conduct mineral exploration activities
on the Property in order to assess whether the Claims possess commercially
exploitable mineral deposits. (Commercially exploitable mineral deposits are
deposits which are suitably adequate or prepared for productive use of a natural
accumulation of minerals or ores). This exploration program is designed to
explore for commercially viable deposits of gold, silver or other valuable
minerals. (Commercially viable deposits are deposits which are suitably adequate
or prepared for productive use of an economically workable natural accumulation
of minerals or ores). The Company has not, nor has any predecessor, identified
any commercially exploitable reserves of these minerals on our Claims. (A
reserve is an estimate within specified accuracy limits of the valuable metal or
mineral content of known deposits that may be produced under current economic
conditions and with present technology). The Company is an exploration stage
company and there is no assurance that a commercially viable mineral deposit
exists on its Claims.
At this time the Company is uncertain of the extent of mineral exploration it
will conduct before concluding that there are, or are not, commercially viable
minerals on the Claims. Further phases beyond the current exploration program
will be dependent upon numerous factors such as a geologist's recommendations
based upon ongoing exploration program results and the Company's available
funds.
12
LIQUIDITY AND CAPITAL RESOURCES
Net cash used by operating activities for the period ending July 31, 2010 was
($9,167) compared with $0 in the comparable period of 2009. Net cash used in
investing activities for the period ending July 31, 2010 was ($11,457) compared
with $0 in the comparable period of 2009. Net cash provided by financing
activities for the quarter ended July 31, 2010 was $15,000 compared with $0
provided in the comparable period of 2009. Cash of $8,233 for the quarter ended
July 31, 2010 compares with cash of $90 at July 31, 2009.
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 are reasonably likely to result in the Company's
liquidity increasing or decreasing in a material way except for the mineral
lease agreement described below.
The future expected costs committed for the mineral lease agreement goes as
follows:
Year 2, lessee pays $15,000. Year 3, lessee pays $20,000. Year 4, lessee pays
$25,000. Year 5, lessee pays $50,000, Year 6, lessee pays $50,000. Before the
start of the 7th year Lessee has the right to purchase all 10 leased mining
claims for a cost of $5 million. At anytime the Company can terminate the lease
by giving Lessor a 30 day written notice.
RESULTS OF OPERATIONS
The Company's revenue for the period ended July 31, 2010 was $0 compared with $0
in the comparable period of 2009. Net loss for the quarter ended July 31, 2010
was ($32,993) compared with loss of $(1,810) in the comparable period of 2009.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Disclosure controls are controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed 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 a company in the reports that it files
or submits under the Exchange Act is accumulated and communicated to the
company's management, including its principal executive and principal financial
officers, or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure. Our management carried out an
evaluation under the supervision and with the participation of our principal
executive and financial officer of the effectiveness of the design and operation
of our disclosure controls and procedures pursuant to Rules 13a-15(e) and
15d-15(e) under the Securities Exchange act of 1934 ("Exchange Act"). Based upon
that evaluation, the Company's principal executive and financial officer has
concluded that the Company's disclosure controls and procedures were effective
as of July 31, 2010.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no significant changes in our internal control over financial
reporting during the quarter ended July 31, 2010, that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.
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PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, active or pending legal proceedings against the Company,
nor are we involved as a plaintiff in any material proceeding or pending
litigation. There are no proceedings in which any of our directors, officers or
affiliates, or any registered or beneficial shareholder, is an adverse party or
has a material interest adverse to our interest.
ITEM 1A. RISKS FACTORS
Not applicable
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Not applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. REMOVED AND RESERVED
ITEM 5. OTHER INFORMATION
a) None
b) None
ITEM 6. EXHIBITS
Exhibits required by Item 601 of Regulation S-K:
Exhibit
Number Description of Exhibit
------ ----------------------
3.1 Articles of Incorporation (*)
3.2 Bylaws (*)
31 Certification of Principal Executive and Principal Financial Officer
filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certification of Principal Executive and Principal Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
----------
* Incorporated by reference herein from the Company's Registration Statement
on Form 10 filed on June 23, 1976 with the SEC.
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SIGNATURE
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: September 14, 2010 CAMELOT CORPORATION
By: /s/ Jeffrey Rochlin
----------------------------------------
Jeffrey Rochlin
Principal Executive Officer
Principal Financial Officer and Director
15