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): July 9, 2009
CAMELOT
ENTERTAINMENT GROUP INC.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
|
Delaware
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000-3078
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52-2195605
|
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(IRS
Employee Identification No.)
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8001
Irvine Center Drive Suite 400 Irvine CA
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92618
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(949)
754 3030
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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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
1
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ITEM
8.01
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OTHER
EVENTS
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On July
9, 2009, Camelot Entertainment Group, Inc. ("Camelot") issued a press
release announcing that in connection with the effective date of July 10, 2009
for the 700:1 reverse of the company’s common stock, Camelot has received a new
trading symbol “CMGR” from OTC Corporate Actions FINRA Operations. A copy of
Camelot’s press release is attached hereto as Exhibit 99.1.
In
addition, Camelot has established a new series of preferred stock known as
“Class D Convertible Preferred Stock”. All stockholders of record as of July 9,
2009 shall be eligible to receive as a cashless dividend the Class D Convertible
Preferred Stock. Stockholders shall be eligible to receive 40 shares of the
Class D Convertible Preferred Stock for each one million shares of common stock
owned as of the close of trading on July 9, 2009. Holders of Class D Convertible
Preferred Stock shall have the right, once the Common Stock achieves a 30 day
average closing bid price of $2.50 per share as determined by the Over The
Counter Bulletin Board (“OTCBB”) historical daily stock price quote, to convert
any or all of their Class D Convertible Preferred Stock into 1 share of fully
paid and nonassessable shares of Common Stock for each share of Class D
Convertible Preferred Stock held. In addition, holders of Class D
Convertible Preferred Stock will have the right to convert, as described in the
designation, upon an initial or secondary public offering of the Common Stock by
the Corporation where the offering price is $2.50 or greater. Camelot
shall begin the process of registering these shares for distribution to its
common stockholders subsequent to the effective date of the
reverse.
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ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS
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(a) Exhibits
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Exhibit
Number
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Description
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(b) Financial
Statements
None
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:
July 9, 2009
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By:
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/s/
Robert P. Atwell
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Robert
P. Atwell
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Chairman
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2