UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 14f-1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CAMELOT CORPORATION
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(Exact name of registrant as specified in its corporate charter)
Commission File No.: 000-08299
Nevada 84-0691531
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(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
J4-2-12, Diplomatic Residence Compound,
No.1 Xiushui Street, Jianguomen Wai,
Chaoyang District, Beijing 100600, China
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(Address of Principal Executive Offices)
0086 10 858 92903
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(Registrant's telephone number, including area code)
20 Joan Place, North Haledon, NJ 07508
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(Former name or former address, if changed since last report)
December 17, 2012
CAMELOT CORPORATION
SCHEDULE 14F-1
You are urged to read this Information Statement carefully and in its entirety.
However, you are not required to take any action in connection with this
Information Statement. References throughout this Information Statement to
"Company," "we," "us", and "our" are to Camelot Corporation and its consolidated
subsidiaries, if any.
INTRODUCTION
This Information Statement is being furnished pursuant to Section 14(f) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule
14f-1 promulgated thereunder, in connection with proposed changes in a majority
of the membership of the board of directors (the "Board") of Camelot Corporation
("Company"). The date of this Information Statement is December 27, 2012.
This Information Statement was filed with the Securities and Exchange
Commission (the "SEC") on December 17, 2012 and is being mailed on or about
December 20, 2012, to our stockholders of record as of December 17, 2012.
On December 13, 2012, our sole director and officer, Ms. Lucanto tendered
her resignation as a director. Additionally, on the same date, Ms. Lucanto
resigned from her officer positions, and Mr. Yazhong Liao ("Mr. Liao") was
appointed as Chief Executive Officer, President and Chief Financial Officer of
the Company and as a director. On the tenth (10th) day after this Information
Statement has been distributed to the stockholders, Ms. Lucanto's resignation as
a director will be effective and Mr. Liao will be the sole director of the
Company.
No action is required by our stockholders in connection with this
Information Statement. However, Section 14(f) of the Exchange Act and Rule 14f-1
promulgated thereunder, require the mailing to our stockholders of the
information set forth in this Information Statement at least ten (10) days prior
to the date a change in a majority of the Company's directors occurs (otherwise
than at a meeting of the Company's stockholders).
THIS INFORMATION STATEMENT IS REQUIRED BY SECTION 14(F) OF THE SECURITIES
EXCHANGE ACT AND RULE 14F-1 PROMULGATED THEREUNDER IN CONNECTION WITH THE
APPOINTMENT OF THE COMPANY'S DIRECTOR DESIGNEE TO THE BOARD. NO ACTION IS
REQUIRED BY OUR STOCKHOLDERS IN CONNECTION WITH THE RESIGNATION AND APPOINTMENT
OF ANY DIRECTOR.
DECEMBER VOTING SECURITIES
The Company has 150,000,000 authorized shares of capital stock as of the
date hereof, consisting of 50,000,000 shares of common stock, par value $0.01
per share (the "Common Stock"), and 100,000,000 shares of "blank check"
preferred stock, par value $0.01 per share (the "Preferred Stock"). As of the
date hereof, 2,080,873 shares of common stock are issued and outstanding, and
none of the Preferred Stock is issued. Each share of common stock that is issued
and outstanding is entitled to one vote per share. 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 the Company's Board of Directors
providing for the issuance of such Preferred Stock or series thereof.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of our common stock as of December 14, 2012 by (i) each person (or
group of affiliated persons) who is known by us to own more than five percent of
the outstanding shares of our common stock, (ii) each director, executive
officer and director nominee, and (iii) all of our directors, executive officers
and director nominees as a group.
Beneficial ownership is determined in accordance with SEC rules and
generally includes voting or investment power with respect to securities.
Common Stock Percentage of Common Stock
Name of Beneficial Owner Beneficially Owned Beneficially Owned (2)
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Comjoyful International Ltd. (1) 1,784,497 85.76%
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(1) The shares are held of record by Comjoyful International Ltd., a BVI
company with an address at P.O. Box 957, Offshore Incorporations Centre,
Road Town, Tortola, British Virgin Islands. Yazhong Liao, Zhangmei Zhang,
Huiwen Qu, Xiuxia Ji, and Yimin Gu, directors of Comjoyful International
Ltd., have the power to direct the vote and disposition of our Common Stock
held by Comjoyful International Ltd.. The business address of Yazhong Liao,
Zhangmei Zhang, Huiwen Qu, Xiuxia Ji, and Yimin Gu is 25th floor, Baotong
Tower, No. 567 Jianzhu West Road, Binhu District, Wu Xi, Jiangsu province,
214072, the People's Republic of China.
(2) Percentage ownership is based on 2,080,873 shares of Common Stock
outstanding as of December 14, 2012. There are no outstanding options,
warrants or other securities convertible into our Common Stock.
CHANGE OF CONTROL
On December 12, 2012, we entered into a Stock Purchase Agreement (the
"Stock Purchase Agreement"), by and among Comjoyful International Ltd., a
company organized under the laws of the British Virgin Islands ("Comjoyful") and
Ms. Lucanto, a major shareholder of the Company, pursuant to which Comjoyful
acquired 1,784,497 shares of the issued and outstanding shares of the Company,
par value $0.01 per share (the "Common Stock"). As a result of the transaction,
Comjoyful became the holder of approximately 85.76% of our Common Stock. We
refer to the transaction consummated under the Stock Purchase Agreement as the
"Transaction".
On December 13, 2012, we consummated the Transaction contemplated by the
Stock Purchase Agreement, pursuant to which 1,784,497 shares of our Common Stock
were acquired by Comjoyful, constituting approximately 85.76% of our total
issued and outstanding shares of Common Stock and resulting in a change of
control of the Company.
CHANGES TO THE BOARD OF DIRECTORS
Prior to the closing of the Transaction, the sole director and officer of
the Company was Ms. Lucanto. Ms. Lucanto resigned from her officer positions
effective as of the closing and resigned as the sole director. However, in
accordance with the terms and conditions of the Stock Purchase Agreement, her
resignation as director will be effective 10 days following the filing of this
Information Statement with the SEC and the distribution of this Information
Statement to shareholders. Ms. Lucanto appointed Mr. Liao to fill the vacancies
as Chief Executive Officer, President, and Chief Financial Officer, that were
created as a result of her resignation.
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In addition, Ms. Lucanto appointed Mr. Liao to serve as a director;
provided, however, that Mr. Liao's appointment as director shall be effective on
the tenth day following the filing by us of this Information Statement with the
SEC.
DIRECTORS AND EXECUTIVE OFFICERS
To the best of our knowledge, except as set forth below, Mr. Liao is not
currently a director of, and has not held any position with us or has been
involved in any transactions with us or any of our directors, executive
officers, affiliates or associates which are required to be disclosed pursuant
to the rules and regulations of the SEC. There have been no transactions to
which the Company was or is to be a party, in which Mr. Liao had, or will have,
a direct or indirect material interest. To the best of our knowledge, Mr. Liao
has not been convicted in a criminal proceeding, excluding traffic violations or
similar misdemeanors, or has been a party to any judicial or administrative
proceeding during the past ten years, except for matters that were dismissed
without sanction or settlement, that resulted in a judgment, decree or final
order enjoining the person from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding of any violation of
federal or state securities laws.
Mr. Yazhong Liao was appointed as our sole director and Chief Executive
Officer, President, and Chief Financial Officer on December 13, 2012. Mr. Liao,
age 46, has been executive president of Wuxi Kangjiafu Biotech Co., Ltd., since
2008, and has been executive president of Wuxi Kangjiafu Royal Regimen
Investment Management Co., Ltd., since 2010. Mr. Liao graduated from the Sichuan
Southwestern College of Construction Engineering in 1998 with a College
Diplomat.
There is no employment agreement between the Registrant and Mr. Liao, nor
is there any arrangement or plan in which we provide compensation, bonus,
pension, retirement, or similar benefits to Mr. Liao. There have been no
transactions to which the Company was or is to be a party, in which Mr. Liao
had, or will have, a direct or indirect material interest.
We currently have only two directors on the Board, which includes Ms.
Lucanto, and do not have a separately-designated standing audit committee or
other any committees that have been established by the Board. Our Board performs
the functions that may delegated to an audit committee, compensation committee,
and nominating committee in the future. We currently do not have any independent
directors.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Mr. Yazhong Liao has not received or accrued any compensation from the
Company, nor does he have any employment agreement with us. We have not adopted
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs for the benefit of our employees.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, and persons who beneficially own
more than 10% of a registered class of the Company's equity securities (the
"Reporting Persons"), to file reports of beneficial ownership and changes in
beneficial ownership of the Company's securities with the SEC on Forms 3
(Initial Statement of Beneficial Ownership), 4 (Statement of Changes of
Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial
Ownership of Securities). The Reporting Persons are required by SEC regulations
to furnish the Company with copies of all Section 16(a) forms that they file. To
the best of our knowledge, during the fiscal year ended April 30, 2012, the
Reporting Persons complied with all applicable Section 16(a) reporting
requirements.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this information statement on Schedule 14f-1 to be
signed on its behalf by the undersigned hereunto duly authorized.
Camelot Corporation.
By: /s/ Yazhong Liao
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Name: Yazhong Liao
Title: Chief Executive Officer
Dated: December 17, 2012
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