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 October 31, 2012
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File Number 000-8299
CAMELOT CORPORATION
(Name of registrant as specified in its charter)
Nevada 84-0691531
(State or other jurisdiction (IRS Identification No.)
of incorporation or organization)
20 Joan Place
North Haledon, NJ 07508
(Address of principal executive offices)
201-410-9400
(Registrant's telephone number)
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). [X] 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, 2,080,873
shares outstanding as of November 26, 2012.
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...................................... 9
Item 3. Quantitative and Qualitative Disclosures about Market Risk..... 12
Item 4. Controls and Procedures........................................ 12
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. Mine Safety Disclosures........................................ 14
Item 5. Other Information.............................................. 14
Item 6. Exhibits....................................................... 14
Signature................................................................ 15
2
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CAMELOT CORPORATION
Balance Sheets
(An Exploration Stage Company)
October 31, April 30,
` 2012 2012
------------ ------------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 859 $ 2,131
------------ ------------
TOTAL CURRENT ASSETS 859 2,131
TOTAL ASSETS $ 859 $ 2,131
============ ============
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
Accounts payable - non related party $ 14,700 $ 79,046
Accounts payable - related party 3,500 --
Accrued interest payable 28,685 23,232
Advances payable, related party 65,025 65,025
------------ ------------
TOTAL CURRENT LIABILITIES 111,910 167,303
Note payable 117,000 117,000
------------ ------------
TOTAL LIABILITIES 228,910 284,303
------------ ------------
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; 2,080,873 and 2,006,528 shares issued
and outstanding at 10/31/12 and 4/30/12 20,808 20,065
Additional paid-in-capital 32,923,418 32,849,816
Accumulated deficit prior to exploration stage (33,032,881) (33,032,881)
Accumulated deficit during the exploration stage (139,395) (119,172)
------------ ------------
TOTAL STOCKHOLDERS' (DEFICIT) (228,050) (282,172)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) $ 859 $ 2,131
============ ============
The accompanying notes are an integral part of these financial statements
3
CAMELOT CORPORATION
Statements of Operations
(An Exploration Stage Company)
(Unaudited)
For the Period From
June 11, 2010
(date of
Six Months Six Months Three Months Three Months exploration stage)
Ended Ended Ended Ended through
October 31, October 31, October 31, October 31, October 31,
2012 2011 2012 2011 2012
---------- ---------- ---------- ---------- ----------
REVENUES $ -- $ -- $ -- $ -- $ --
OPERATING EXPENSES
Professional fees 14,130 19,688 2,630 10,924 70,362
Other 640 815 330 371 27,986
---------- ---------- ---------- ---------- ----------
TOTAL OPERATING EXPENSES 14,770 20,503 2,960 11,295 98,348
---------- ---------- ---------- ---------- ----------
(LOSS) FROM OPERATIONS (14,770) (20,503) (2,960) (11,295) (98,348)
OTHER INCOME (EXPENSE)
Interest (expense) (5,453) (5,237) (2,726) (2,726) (25,590)
Cancellation of Mineral Property -- -- -- -- (15,457)
---------- ---------- ---------- ---------- ----------
TOTAL OTHER INCOME (EXPENSE) (5,453) (5,237) (2,726) (2,726) (41,047)
NET (LOSS) (20,223) (25,740) (5,686) (14,021) (139,395)
========== ========== ========== ========== ==========
LOSS PER SHARE BASIC AND DILUTED $ (0.01) $ (0.01) $ (0.01) $ (0.01) $ (0.05)
========== ========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING BASIC AND DILUTED 2,080,873 2,006,528 2,080,873 2,006,528 2,080,873
========== ========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements
4
CAMELOT CORPORATION
Statement of Stockholders' (Deficit)
For the Period from May 1, 2008 to October 31, 2012
Deficit Deficit
Accumulated Accumulated
Additional Prior to During Total
Preferred Stock Common Stock Paid-in Exploration Exploration Stockholders'
Shares Amount Shares Amount Capital Stage Stage Deficit
------ ------ ------ ------ ------- ----- ----- -------
BALANCE MAY 1, 2008 -- $ -- 2,006,528 $ 20,065 $32,846,301 $(32,978,602) $ -- $(112,236)
Net income April 30, 2009 -- -- -- -- -- 5,729 -- 5,729
------- ------- --------- --------- ----------- ------------ ---------- ---------
BALANCE APRIL 30, 2009 -- -- 2,006,528 20,065 32,846,301 (32,972,873) -- (106,507)
======= ======= ========= ========= =========== ============ ========== =========
Correction of error -- -- -- -- -- (8,453) -- (8,453)
------- ------- --------- --------- ----------- ------------ ---------- ---------
Corrected balance,
April 30, 2009 -- -- 2,006,528 20,065 32,846,301 (32,981,326) -- (114,960)
======= ======= ========= ========= =========== ============ ========== =========
Contributed capital -- -- -- -- 3,515 -- -- 3,515
Net loss April 30, 2010 -- -- -- -- -- (43,619) -- (43,619)
------- ------- --------- --------- ----------- ------------ ---------- ---------
BALANCE APRIL 30, 2010 -- -- 2,006,528 20,065 32,849,816 (33,024,945) -- (155,064)
======= ======= ========= ========= =========== ============ ========== =========
Net loss April 30,2011 -- -- -- (7,936) (64,742) (72,678)
------- ------- --------- --------- ----------- ------------ ---------- ---------
BALANCE APRIL 30, 2011 -- -- 2,006,528 20,065 32,849,816 (33,032,881) (64,742) (227,742)
======= ======= ========= ========= =========== ============ ========== =========
Net loss April 30,2012 -- -- -- -- -- -- (54,429) (54,429)
------- ------- --------- --------- ----------- ------------ ---------- ---------
BALANCE APRIL 30, 2012 -- -- 2,006,528 20,065 32,849,816 (33,032,881) (119,172) (282,172)
======= ======= ========= ========= =========== ============ ========== =========
Issuance of Common Stock -- -- 74,345 743 73,602 -- -- 74,345
Net loss October 31,2012 -- -- -- -- -- -- (20,223) (20,223)
------- ------- --------- --------- ----------- ------------ ---------- ---------
BALANCE OCTOBER 31, 2012 -- $ -- 2,080,873 $ 20,808 $32,923,418 $(33,032,881) $ (139,395) $(228,050)
======= ======= ========= ========= =========== ============ ========== =========
The accompanying notes are an integral part of these financial statements
5
CAMELOT CORPORATION
Statements of Cash Flows
(An Exploration Stage Company)
(Unaudited)
For the Period From
June 11, 2010
(Date of
Six Months Six Months Exploration Stage)
Ended Ended Through
October 31, October 31, October 31,
2012 2011 2012
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (20,223) $ (25,740) $ (139,395)
Adjustments to reconcile net income (loss) to
net cash used in operating activities
Changes in operating assets and liabilities:
Decrease prepaid expense -- -- 433
Increase in accrued interest payable 5,452 5,237 25,590
Increase in accounts payable (64,346) 9,162 (13,860)
---------- ---------- ----------
NET CASH (USED IN) OPERATING ACTIVITIES (79,117) (11,341) (127,232)
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Mineral rights- leased -- (4,000) --
---------- ---------- ----------
NET CASH (USED IN) INVESTING ACTIVITIES -- (11,457) --
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Retained Earnings -- -- (4,759)
Common Stock 74,345 -- 74,345
Advances from related party 3,500 15,000 53,500
---------- ---------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 77,845 15,000 123,086
---------- ---------- ----------
Net increase in cash and cash equivalents (1,272) (341) (4,146)
Cash and cash equivalents at beginning of period 2,131 7,317 5,005
---------- ---------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 859 $ 6,976 $ 859
========== ========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest $ -- $ -- $ --
========== ========== ==========
Income Taxes $ -- $ -- $ --
========== ========== ==========
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS
Exchange of accounts payable for note payable $ 117,000
==========
The accompanying notes are an integral part of these financial statements
6
CAMELOT CORPORATION
(An Exploration Stage Company)
Notes to Financial Statements
October 31, 2012
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by Camelot Corporation
(the "Company") without audit. In the opinion of management, all adjustments
(which include only normal recurring adjustments) necessary to present fairly
the financial position, results of operations, and cash flows at October 31,
2012, and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted. It is suggested
that these condensed financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's April 30, 2012
audited financial statements. The results of operations for the period ended
October 31, 2012 is not necessarily indicative of the operating results for the
full year.
NOTE 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.
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
There were various accounting standards and updates recently issued, none of
which are expected to have a material impact on the Company's financial
position, operations, or cash flows.
NOTE 4 - BASIC EARNINGS PER SHARE
ASC No. 260, "Earnings Per Share", specifies the computation, presentation and
disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. The Company has adopted the provisions of ASC No. 260.
7
Basic net loss per share amounts is computed by dividing the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic earnings per share due to the lack of dilutive items in
the Company.
NOTE 5 - RELATED PARTY TRANSACTIONS
Effective October 20, 2009, the Company gave a demand promissory note, in
exchange for payables, to Daniel Wettreich, its former CEO and majority
shareholder, then a related party, for $116,511 without interest. On November
20, 2009, Mr. Wettreich sold the demand promissory note to an unrelated third
party. On July 20, 2010, the demand promissory note was cancelled and a new
interest-bearing promissory note was issued in substitute therefor. 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.
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.
Through October 31, 2012, the company's former President has advanced the
Company $65,025. The advances bear an annual interest rate of 6 percent and have
no specific repayment terms. During the three month period ended October 31,
2012 the Company recorded accrued interest payable of $971.
Through October 31, 2012, the company's current President, Andrea Lucanto,
advanced the Company $3,500. The advance bears no interest and has no specific
repayment terms.
On September 21, 2012, Andrea Lucanto agreed to assume the debt of $74,345 owed
by the company to a third party. In exchange Ms. Lucanto was issued 74,345
shares of the company's common stock. The stock was valued at $1.00 per share
which was the last price at which the stock was traded. The shares are held by
Ms. Lucanto, the sole officer and director of the company and are considered
restricted shares. Upon issuance of the shares Ms. Lucanto owns 1,784,497 shares
of Common Stock, or approximately 85.76% of the issued and outstanding Common
Stock.
NOTE 6 - NOTE PAYABLE
The July 20, 2010 Promissory Note is in the principal amount of $117,000, bears
an annual interest rate of 6 percent, is due and payable on November 30, 2015
and is collateralized by all the assets of the Company. During the three months
ended October 31, 2012 the Company recorded accrued interest payable of $1,755.
NOTE 8 - SUBSEQUENT EVENTS
The Company has evaluated events subsequent to October 31, 2012 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.
8
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
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 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. 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").
On November 24, 2009, the Company filed with the SEC a current report on Form
8-K reporting a sale of a majority of the Company's common stock from Danny
Wettreich to Jeffrey Rochlin, the resignation of Danny Wettreich as officer of
the Company and the election of Jeffrey Rochlin as President, Chief Executive
Officer, Secretary and Treasurer of the Company effective November 20, 2009.
On May 12, 2010, the sole director of the Company, Danny Wettreich, appointed
Jeffrey Rochlin as a director of the Company. Concurrent with said appointment,
Mr. Wettreich resigned as a director, with Mr. Rochlin to serve as director
until the next annual meeting of shareholders and until the election and
qualification of his successor or his earlier removal or resignation. The
Company reported Mr. Rochlin's appointment and Mr. Wettreich's resignation on a
Current Report on Form 8-K filed with the SEC on May 12, 2010.
A special meeting of shareholders of Camelot Corporation was held on Thursday,
April 28, 2011. At the special meeting, a majority of the shareholders of
Camelot Corporation approved the adoption of a proposed Agreement and Plan of
Merger, to reincorporate Camelot Corporation, a Colorado corporation ("Camelot
Nevada") in the State of Nevada by merger with and into a Nevada corporation
with the name Camelot Corporation ("Camelot Nevada") (the "Migratory Merger").
Camelot Colorado formed Camelot Nevada expressly for the purpose of the
Migratory Merger.
9
On May 23, 2011, FINRA affected the Migratory Merger, and the Agreement and Plan
of Merger became effective resulting in the following:
1. The adoption of the Articles of Incorporation of Camelot Nevada under the
laws of the state of Nevada as the Articles of Incorporation of the Company,
pursuant to which there are 150,000,000 shares of authorized capital stock,
consisting of 50,000,000 shares of common stock, par value $0.01 per share (the
"Camelot Nevada Common Stock"), and 100,000,000 shares of "blank check"
preferred stock, par value $0.01 per share (the "Preferred Stock"). The
Preferred Stock may be issued from time to time in one or more participating,
optional, or other special rights and qualifications,limitations or restrictions
thereof, as shall be stated in the resolutions adopted by Camelot Nevada's Board
of Directors providing for the issuance of such Preferred Stock or series
thereof.
2. The issued and outstanding shares of Camelot Colorado Common Stock
(49,236,106 shares) automatically converted into the right to receive shares of
Camelot Nevada Common Stock at a ratio of one (1) share of Camelot Nevada Common
Stock for each twenty-five (25) shares of Camelot Colorado Common Stock held
immediately prior to the effectiveness of the Migratory Merger, provided,
however, that holders of Camelot Colorado Common Stock who would receive at
least one share but fewer than 100 shares of Camelot Nevada Common Stock upon
conversion were rounded up so that they received 100 shares of Camelot Nevada
Common Stock (the "Conversion Ratio"). No fractional shares were issued, and
holders who would receive less than one share upon conversion did not receive
Camelot Nevada Common Stock but will receive a cash distribution of One Dollar
($1.00) upon submission of the Shareholder Transmittal Form Requesting Cash
Payment for Fractional Shares.
3. The adoption of the Bylaws of Camelot Nevada under the laws of the state of
Nevada as the Bylaws of the Company. The approval of the Migratory Merger
resulted in a total of 2,006,528 shares of common stock issued and outstanding
at May 23, 2011.
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 in
accordance with accounting standards. On June 8, 2011, the Company and
Timberwolf entered into an Amended Mineral Lease Agreement (the "Amended
Lease"). Under the terms of the Lease and the Amended Lease, the Company paid an
annual rental payment of $4,000 on the first anniversary of the Lease, June 11,
2011, and was obligated to pay to Timberwolf minimum subsequent annual rental
payments as follows: $20,000 on or before the second anniversary of the Lease,
$25,000 on or before the third anniversary of the Lease, $50,000 on or before
the fourth anniversary of the Lease and $50,000 on or before the fifth
anniversary of the Lease. The Company was able to terminate the lease by giving
Lessor a 30 day written notice. In November 2011 the Company determined it was
in its best interests to terminate the lease. Our plan of operation for the next
twelve months is to secure another property on which we will carry out a new
exploration program.
On May 3, 2012, Jeffrey Rochlin resigned as sole Officer and sole Director of
the Company. Additionally, effective May 3, 2012, Ms. Andrea Lucanto was
appointed sole Officer and sole Director of the Company.
On May 5, 2012, Andrea Lucanto entered into a Stock Purchase Agreement with
Jeffrey Rochlin pursuant to which the Mr. Rochlin sold 1,710,152 shares of
Common Stock of Camelot Corporation, a Nevada corporation, representing
approximately 85.23% of the total issued and outstanding shares of Common Stock
of Camelot Corporation, for a total purchase price of $5,000. Upon the closing
of the Stock Purchase Agreement, Ms. Lucanto acquired 1,710,152 shares of Common
Stock, or approximately 85.23% of the issued and outstanding Common Stock and
attained voting control of Camelot Corporation.
On September 21, 2012, Andrea Lucanto agreed to assume the debt of $74,345 owed
by the company to a third party. In exchange Ms. Lucanto was issued 74,345
shares of the company's common stock. The stock was valued at $1.00 per share
10
which was the last price at which the stock was traded. The shares are held by
Ms. Lucanto, the sole officer and director of the company and are considered
restricted shares. Upon issuance of the shares Ms. Lucanto owns 1,784,497 shares
of Common Stock, or approximately 85.76% of the issued and outstanding Common
Stock.
As of October 31, 2012 there were 2,080,873 shares of Common Stock issued and
outstanding.
PLAN OF OPERATION
The Company's plan of operations is to secure abother property on which we will
conduct mineral exploration activities 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). The Company is an
exploration stage company and there is no assurance that a commercially viable
mineral deposit will exist on any Claim we may procure.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used by operating activities for the three month period ending October
31, 2012 was $1,272 compared with $341 in the comparable period of 2011. Net
cash used in investing activities for the three month period ending October 31,
2012 was $0 compared with $4,000 in the comparable period of 2011. Net cash
provided by financing activities for the three month period ended October 31,
2012 was $77,845 compared with $15,000 provided in the comparable period of
2011. Cash of $859 at October 31, 2012 compares with cash of $6,976 at October
31, 2011.
The Company does not have any plans for capital expenditures other than any
potential exploration costs if we are able to procure a property to carry out an
exploration program. 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.
RESULTS OF OPERATIONS
The Company's revenue for the three months ended October 31, 2012 was $0
compared with $0 in the comparable period of 2011. For the three months ended
October 31, 2012 we incurred a net loss from operations of $2,960, and a total
net loss of $5,686. For the comparable three months ended October 31, 2011 we
incurred a net loss from operations of $11,295 and a total net loss of $14,021.
The Company's revenue for the six months ended October 31, 2012 was $0 compared
with $0 in the comparable period of 2011. For the six months ended October 31,
2012 we incurred a net loss from operations of $14,770, and a total net loss of
$20,223. For the comparable period ended October 31, 2011 we incurred a net loss
from operations of $20,503 and a total net loss of $25,740.
Our net loss for the period from June 11, 2010 (date of exploration stage)
through October 31, 2012 was $139,395.
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.
11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
As of the end of the period covered by this Annual Report, our sole officer
performed an evaluation of the effectiveness of our disclosure controls and
procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act.
Based on the evaluation and the identification of the material weaknesses in
internal control over financial reporting described below, our sole officer
concluded that, as of October 31, 2012, the Company's disclosure controls and
procedures were not effective.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal
control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of
the Exchange Act. Internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements in accordance with GAAP.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projection of any evaluation of
effectiveness to future periods is subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Andrea Lucanto, our President, has conducted an assessment of our internal
control over financial reporting as of October 31, 2012. Management's assessment
of internal control over financial reporting was conducted using the criteria in
Internal Control over Financial Reporting - Guidance for Smaller Public
Companies issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO").
A material weakness is a deficiency, or a combination of deficiencies, in
internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement of the Company's annual or interim
financial statements will not be prevented or detected on a timely basis. In
connection with management's assessment of our internal control over financial
reporting as required under Section 404 of the Sarbanes-Oxley Act of 2002, we
identified the following material weaknesses in our internal control over
financial reporting as of October 31, 2012:
1. The Company has not established adequate financial reporting monitoring
procedures to mitigate the risk of management override, specifically because
there are no employees and only one officer and director with management
functions and therefore there is lack of segregation of duties. In addition, the
Company does not have accounting software to prevent erroneous or unauthorized
changes to previous reporting periods. The lack of effective controls resulted
in deficient financial reporting which was corrected in the audit process.
2. In addition, there is insufficient oversight of accounting principles
implementation and insufficient oversight of external audit functions.
3. There is a strong reliance on the external attorneys to review and edit
the annual and quarterly filings and to ensure compliance with SEC disclosure
requirements.
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Because of the material weaknesses noted above, management has concluded that we
did not maintain effective internal control over financial reporting as of
October 31, 2012, based on Internal Control over Financial Reporting - Guidance
for Smaller Public Companies issued by COSO.
REMEDIATION OF MATERIAL WEAKNESSES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
As a small business, without a viable business and revenues, the Company does
not have the resources to install a dedicated staff with deep expertise in all
facets of SEC disclosure and GAAP compliance. As is the case with many small
businesses, the Company will continue to work with its external consultants as
it relates to new accounting principles and changes to SEC disclosure
requirements. The Company has found this approach worked well in the past and
believes it to be the most cost effective solution available for the foreseeable
future.
The Company will conduct a review of existing sign-off and review procedures as
well as document control protocols for critical accounting spreadsheets. The
Company will also increase management's review of key financial documents and
records.
As a small business, the Company does not have the resources to fund sufficient
staff to ensure a complete segregation of responsibilities within the accounting
function. However, Company management does review, and will increase the review
of, financial statements on a monthly basis. These actions, in addition to the
improvements identified above, will minimize any risk of a potential material
misstatement occurring.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no significant changes in our internal control over financial
reporting during the quarter ended October 31, 2012, 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. MINING SAFETY DISCLOSURES
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
Exhibits required by Item 601 of Regulation S-K:
Exhibit No. Description
----------- -----------
3.1 Certificate of Incorporation (1)
3.2 Amended Certificate of Incorporation (1)
3.3 Articles of Incorporation - Nevada (2)
3.4 By-Laws (2)
4.1 Specimen common stock certificate (1)
10.1 Mineral Lease Agreement dated June 11, 2010 between Camelot
Corporation and Timberwolf Minerals, Ltd. (3)
10.2 Amendment to Mineral Lease Agreement dated June 8, 2011 between
Camelot Corporation and Timberwolf Minerals, Ltd. (2)
16.1 Letter from Comiskey & Co., P.C. dated June 9, 2010 (4)
31 Certification of Principal Executive Officer and Principal
Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
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32 Certification of Principal Executive Officer and Principal
Financial Officer to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
99.1 Blair Junction Summary Report of Timberwolf Minerals Ltd. (3)
99.2 Blair Junction Summary and Recommendations of Timberwolf Minerals
Ltd. (3)
101 Interactive data files pursuant to Rule 405 of Regulation S-T
----------
1. Incorporated herein by reference from the Company's Registration Statement
on Form 10 filed with the Securities and Exchange Commission on June 23,
1976.
2. Incorporated herein by reference from the Company's Current Report on Form
8-K filed with the Securities and Exchange Commission on June 13, 2011.
3. Incorporated herein by reference from the Company's Current Report on Form
8-K filed with the Securities and Exchange Commission on July 26, 2010.
4. Incorporated herein by reference from the Company's Current Report on Form
8-K filed with the Securities and Exchange Commission on June 14, 2010.
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: November 26, 2012 CAMELOT CORPORATION
By: /s/ Andrea Lucanto
----------------------------------------
Andrea Lucanto
Principal Executive Officer
Principal Financial Officer and Director
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