SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter ended January 31, 2001 Commission File No. 0-8299 CAMELOT CORPORATION (Exact Name of Registrant as Specified in its Charter) Colorado 84-0691531 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) PMB 249, 6757 Arapaho Road, Ste. 711, Dallas, Texas 75248 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: (972) 458-1767 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. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the close of the period covered by this report. Shares outstanding at Class January 31, 2001 Common stock, $0.01 par value 6,293,740 CAMELOT CORPORATION AND SUBSIDIARIES I N D E X Page No. Part I FINANCIAL INFORMATION (UNAUDITED): Item 1. Consolidated Balance Sheets 3 Consolidated Statements of Operations 5 Consolidated Statements of Cash Flows 6 Notes to Consolidated Financial Statements 8 Items 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Part II OTHER INFORMATION 11 CAMELOT CORPORATION AND SUBSIDIARIES PART I: FINANCIAL INFORMATION ITEM 1. Financial Statements CONSOLIDATED BALANCE SHEETS ASSETS January 31, 2001 April 30, 2000 (Unaudited) (Audited) CURRENT ASSETS Cash and cash equivalents $ 1,935 $ 3,755 Total current assets $ 1,935 3,755 October 31, 2000 April 30, 2000 (Unaudited) (Audited) CURRENT LIABILITIES Accounts payable $ 34,316 $ 37,849 Total current liabilities $ 34,316 $ 37,849 STOCKHOLDERS' EQUITY Common stock, $.01 par value, 50,000,000 shares authorized, 6,293,740 shares issued at January 31, 2001 and April 30, 2000, respectively 62,937 62,937 Preferred stock, $.01 par value, 100,000,000 shares authorized, 1,345,305 shares issued and outstanding at January 31, 2001 and April 30, 2000 respectively 13,453 13,453 Additional paid-in capital 35,597,921 35,597,921 Accumulated deficit (32,871,708) (32,871,708) Less: treasury stock, at cost, 29,245 shares at January 31, 2001 and April 30, 2000 (2,836,697) (2,836,697) Total stockholders' equity (34,094) (34,094) $ 1,935 $ 3,755 See accompanying notes to these consolidated financial statements. CAMELOT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended January 31, 2001 2000 REVENUE $ - $ - COST OF SALES - - GROSS PROFIT (LOSS) - - OPERATING EXPENSES: General and administrative - 10,188 - 10,188 LOSS FROM OPERATIONS - (10,188) OTHER INCOME (EXPENSES): Interest income - 800 Gain (Loss) on disposition of assets - (499,452) Total other income (expense) - (498,652) INCOME (LOSS) FROM CONTINUING OPERATIONS - (508,840) DISCONTINUED OPERATIONS: Loss on disposal - - NET INCOME (LOSS) - (508,840) DIVIDENDS ON PREFERRED STOCK - - NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS $ - $ (508,840) INCOME (LOSS) PER SHARE: Income (loss) from continuing operations $ * $ (.079) Loss from discontinued operations * (.000) Dividends on preferred stock * (.000) NET INCOME (LOSS) PER COMMON SHARE $ * $ (.079) WEIGHTED AVERAGE OF COMMON STOCK OUTSTANDING 6,293,740 6,293,740 See accompanying notes to these consolidated financial statements. CAMELOT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Nine Months Ended January 31, 2001 2000 REVENUE $ - $ - COST OF SALES - - GROSS PROFIT (LOSS) - - OPERATING EXPENSES: General and administrative - 14,624 - 14,624 LOSS FROM OPERATIONS - (14,624) OTHER INCOME (EXPENSES): Interest income - 3,282 Gain (Loss) on disposition of assets - (499,452) Total other income (expense) - (496,170) INCOME (LOSS) FROM CONTINUING OPERATIONS - (510,794) DISCONTINUED OPERATIONS: Loss on disposal - - NET INCOME (LOSS) - (510,794) DIVIDENDS ON PREFERRED STOCK - - NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS $ - $ (510,794) INCOME (LOSS) PER SHARE: Income (loss) from continuing operations $ * $ (.081) Loss from discontinued operations * (.000) Dividends on preferred stock * (.000) NET INCOME (LOSS) PER COMMON SHARE $ * $ (.081) WEIGHTED AVERAGE OF COMMON STOCK OUTSTANDING 6,293,740 6,293,740 See accompanying notes to these consolidated financial statements. CAMELOT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended January 31, 2001 2000 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ - $ (510,794) ADJUSTMENTS TO RECONCILE NET GAIN (LOSS) TO NET CASH FROM OPERATING ACTIVITIES: Depreciation and amortization - - (Gain) loss on disposal of assets - 499,452 Write-down of License Agreement - - Provision for inventory obsolescence - - Non Cash transaction for securities - - Change in assets and liabilities Accounts and accrued receivables - 10,000 Prepaid expenses - - Inventories - - Cancellation of note receivable plus accrued interest for surrender of treasury stock - - Accounts payable and accrued expenses (1,820) 4,864 Net cash used by operating activities (1,820) 3,522 CASH FLOW FROM INVESTING ACTIVITIES: Proceeds from sale of property and equipment - - Net cash used by investing activities - - CASH FLOW FROM FINANCING ACTIVITIES: Dividends on preferred stock - - Cash provided by financing activities - - NET INCREASE (DECREASE) IN CASH (1,820) 3,522 CASH AT BEGINNING OF PERIOD 3,755 666 CASH AT END OF PERIOD $ 1,935 $ 4,881 SUPPLEMENTAL INFORMATION: Cash paid for interest $ - $ - See accompanying notes to these consolidated financial statements. CAMELOT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) NONCASH INVESTING AND FINANCING ACTIVITIES Nine Months Ended January 31, 2001 2000 During the nine months ended January 31, 2000 the Company wrote off 700,000 shares of Wincroft, Inc. received in cancellation of a demand note from a company affiliated with the President of the Company (86,500) CAMELOT CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) ITEM 1. Financial Statements and Principles of Consolidation The accompanying condensed consolidated financial statements have been prepared in accordance with the instruction to Form 10-Q, and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. These statements should be read in conjunction with the audited financial statements and notes thereto included in the Registrant's annual Form 10-K filing for the year ended April 30, 2000. ITEM 2. Management Discussion and Analysis of Financial Condition and Results of Operations The Company's revenue for the quarter ended January 31, 2001 was $0 compared with $0 in the comparable quarter of 2000. Net profit for the three month period was $0 compared with a profit for the previous year of $0. The Company is now inactive. Liquidity and Capital Resources Net cash used by operating activities for the nine months ended January 31, 2001 was $0 compared with $0 in 2000. Net cash supplied by investing activities was $0 compared with net cash used of $0 in 2000. Net cash used by financing activities was $85,259 compared with $0 provided in 2000. Cash of $1,935 compares with $3,755 at April 30, 2000. The Company does not have any plans for capital expenditures. 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 is reasonably likely to result in the Company's liquidity increasing or decreasing in a material way. PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders NONE Item 5. Exhibits and Reports on Form 8-K. (a) Exhibits: 3(1) Articles of Incorporation: Incorporated by reference to Registration Statement filed on Form 10, June 23, 1976. 3(2) Bylaws: Incorporated by reference as immediately above. (10) 1991 Incentive Stock Option Plan: Incorporated by reference to proxy statement for 1991. (b) Reports on Form 8-K: 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 thereto duly authorized. CAMELOT CORPORATION (Registrant) By: /s/ Daniel Wettreich DANIEL WETTREICH, President Treasurer and Principal Financial Officer Date: March 14, 2001