GOD SAVE THE QUEEN....DEJAVU.....DEJAVU
Item 1. Business
Camelot Corporation ("Registrant" or "the Company") is a holding
company. All its subsidiaries are now inactive. All previous
business operations have been discontinued. The Company's primary
assets are common and preferred shares in OTC Bulletin Board
companies.
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 additional
capital required to continue the trading 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. 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 provide unpaid services
on a part-time basis to the Company.
Discontinued Activities - Acquisition and Divestment History
The Company's recent activities were conducted through
subsidiaries, all of which are now discontinued. 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 1997) 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.
Other acquisitions were 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 13. 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 (british pounds)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 (british pounds) 1,000,000
pounds of loan stock
which subsequently was converted into Meteor shares. In May 1997,
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
is 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 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. The Company is now inactive.
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 2,000,000 unsecured convertible loan
stock owed by Meteor to Camelot, and the issuance by Camelot of
80,960 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
(british pounds)70,000.
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