UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 10, 2010
CAMELOT ENTERTAINMENT GROUP INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
|
Delaware |
000-3078 |
52-2195605 |
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employee Identification No.) |
|
8001 Irvine Center Drive, Suite 400, Irvine, CA |
92618 |
|
(Address of principal executive offices) |
(Zip Code) |
| (949) 754 3030 |
| Registrant’s telephone number, including area code: |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 3 - Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities
From February 1, 2010 through February 10, 2010, a total of four entities elected to convert a total of $5366.12 of debt owed to them from the Company, pursuant to each entity’s respective Convertible Promissory Note, into 107,322,600 shares of the Company’s common stock. The Company relied on the exemption from registration
relating to offerings that do not involve any public offering pursuant to Section 4(2) under the Securities Act of 1933 (the “Act”) and/or Rule 506 of Regulation D promulgated pursuant thereto. The Company believes that each entity is an “accredited investor” under Rule 501 under Regulation D of the Act and had adequate access to information about the Company through its relationship with the Company.
From February 1, 2010 through February 10, 2010, a total of 5 individuals were issued a total of 625,000,000 shares of the Company’s common stock in consideration of services to the Company valued at $62,500. The shares were issued pursuant to the Company’s 2009 Stock Option and Issuance Plan which was registered
with the Securities and Exchange Commission under the Securities Act of 1933, as amended.
As a result of the above issuances, as of February 10, 2010, the Company had 4,529,475,903 shares issued and outstanding, of which 4,429,475,903 were outstanding.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
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CAMELOT ENTERTAINMENT GROUP, INC. | ||
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Dated: February 11, 2010 |
By: |
/s/ Robert P. Atwell |
|
Robert P. Atwell | ||
|
President | ||
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