DEF 14A
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
Filed
by
the Registrant [X]
Filed
by
a Party other than the Registrant
Check
the
appropriate box:
[ ]
Preliminary Proxy Statement
Confidential,
For Use of the Commission Only
(as
permitted by Rule 14a-6(e)(2))
[X]
Definitive Proxy Statement
[
]
Definitive Additional Materials
[
]
Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
CAMELOT
ENTERTAINMENT GROUP, INC.
(Name
of
Registrant as Specified in Its Charter)
(Name
of
Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
[X]
No fee
required
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1)
Title
of each class of securities to which transaction
applies:__________________________________________________________
(2)
Aggregate number of securities to which transaction
applies:__________________________________________________________
(3)
Per
unit price or other underlying value of transaction
computed
pursuant to Exchange Act Rule 0-11 (set forth the
amount
on
which the filing fee is calculated and state how
it
was
determined:________________________________________________
(4)
Proposed maximum aggregate value of transaction:__________________
(5)
Total
fee paid:___________________________________________________
Fee
paid
previously with preliminary materials:________________________
[
] Check
box if any part of the fee is offset as provided by Exchange
Act
Rule
0-11(a)(2) and identify the filing for which the offsetting
fee
was
paid previously. Identify the previous filing by
registration
statement number, or the form or schedule and the date
of
its
filing.
(1)
Amount previously paid:___________________________________________
(2)
Form,
Schedule or Registration Statement No.:_____________________
(3)
Filing Party:_____________________________________________________
(4)
Date
Filed:_______________________________________________________
CAMELOT
ENTERTAINMENT GROUP, INC.
2020
Main
Street, Suite 990
Irvine,
CA 92614
June
30,
2005
Dear
Stockholder:
On
behalf
of the Board of Directors, I am pleased to invite you to attend the Annual
Meeting of Stockholders
of
Camelot Entertainment Group, Inc. (the "Company")
which
will be held at the Company’s corporate headquarters, located at 2020 Main
Street, Suite 990, Irvine, California 92614, on Wednesday, August 24, 2005,
at
10:00 a.m., Pacific Standard Time.
On
the
following pages you will find the Notice of the Annual Meeting of Stockholders
and the Proxy Statement giving information which describes the matters to be
acted upon at the meeting. These matters include:
(a)
Ratify the appointment of Chief Financial Officer George Jackson to serve on
the
Board of Directors of the Company for a term of two (2) years, thereby
fulfilling the remaining term of the director he has replaced; and elect Jane
Olmstead for a term of one (1) year; (b) Ratifying the establishment of Camelot
Features, Inc., a Nevada corporation, Ferris Wheel Films, Inc., a Nevada
corporation, Camelot Distribution Group, Inc., a Nevada corporation, Camelot
Production Services Group, Inc., a Nevada corporation, and the acquisition
of
Camelot Technologies, Inc., a Nevada corporation; with each to be a wholly
owned
subsidiary of the Company; (c) Authorize the Board of Directors to provide
for
the initial funding of the Camelot Films, Ferris Wheel Films and Camelot
Distribution Group business models which the board estimates a current need
of
$25,000,000, including the filing of registration statements and/or exemptions
with various state agencies and the Securities and Exchange Commission;
(d)
Authorize the Board of Directors to issue shares of the Company’s $.001 par
value common and $.001 par value preferred stock to facilitate the funding
requirements, which the Board of Directors currently estimates will be a minimum
of 50 million shares of common stock or the equivalent in preferred stock,
or a
combination thereof; (e) Upon the initial funding of the Camelot Films, Ferris
Wheel Films and Camelot Distribution Group business models, authorize the Board
of Directors to take all steps necessary to list the Company’s common and/or
preferred stock on the American Stock Exchange; (f) Authorize the Board of
Directors to take all steps necessary to list the Company’s common and/or
preferred stock on the London Stock Exchange or the London AIM market;
(g)
Authorize the Board of Directors to take all steps necessary to list the
Company’s common and/or preferred stock on one of the German Stock Exchanges;
(h) Authorize the Board of Directors, should the Board of Directors deem it
necessary, to amend the Articles of Incorporation of Camelot Entertainment
Group, Inc. in order to increase the aggregate number of common and preferred
shares from 200,000,000 up to a maximum of 400,000,000 for the purpose of
securing funding for the Company and its subsidiaries and securing exchange
and/or market listings for the Company; (i) Authorize the Board of Directors,
should the Board of Directors deem it necessary, to amend the Articles of
Incorporation of Camelot Entertainment Group, Inc., or to take any other action
the Board of Directors deem necessary, including, but not limited to,
implementing a reverse split of the common and/or preferred shares, in order
to
decrease the aggregate number of common and/or preferred shares for the purpose
of securing funding for the Company and its subsidiaries and securing exchange
and/or market listings for the Company;
(j)
To
authorize and approve the establishment of a British subsidiary, to be named
by
the Board of Directors, to handle our activities in the United Kingdom; (k)
To
authorize and approve the establishment of a German subsidiary, to be named
by
the Board of Directors, to handle our activities in Germany; (l) To authorize
and approve the establishment of an Irish subsidiary, to be named by the Board
of Directors, to handle our activities in Ireland; (m) To ratify all actions
taken by the directors since the last Stockholder meeting; and (n) To transact
such other business as may properly come before the meeting.
A
copy of
the Annual Report to Stockholders on Form 10-KSB filed with the Securities
and
Exchange Commission describing the Company's operations during the fiscal year
ended December 31, 2004 and a copy of our Quarterly Reports to Stockholders
on
Form 10Q-SB can be viewed on our web site at www.Camelotfilms.com and copies
of
all our filings are available for viewing at www.sec.gov.
Of
course, we will be present at the Annual
Meeting of Stockholders
to
answer any questions you might have.
I
hope
that you will be able to attend the Annual
Meeting of Stockholders
in
person. HOWEVER,
WHETHER OR NOT YOU ARE ABLE TO ATTEND THE ANNUAL
MEETING OF STOCKHOLDERS,
IT IS VERY IMPORTANT THAT YOUR SHARES BE REPRESENTED.
Accordingly,
please sign, date, and return the enclosed proxy card which will indicate your
vote upon the various matters to be considered. If you do attend the meeting
and
desire to vote in person, you may do so by withdrawing your proxy at that time.
We
thank
you for your support and look forward to seeing you at the Annual
Meeting of Stockholders.
Very
truly yours,
CAMELOT
ENTERTAINMENT GROUP, INC.
2020
Main
Street, Suite 990
Irvine,
CA 92614
NOTICE
OF ANNUAL
MEETING OF STOCKHOLDERS
To
Be
Held on August 24, 2005
TO
THE STOCKHOLDERS OF CAMELOT ENTERTAINMENT GROUP, INC.
NOTICE
IS
HEREBY GIVEN that the 2005 Annual Meeting of the Stockholders of Camelot
Entertainment Group, Inc., a Delaware corporation (the "Company"),
which
will be held at the Company’s corporate headquarters, located at 2020 Main
Street, Suite 990, Irvine, California 92614, on Wednesday, August 24, 2005,
at
10:00 a.m., Pacific Standard Time, for the following purposes:
1. (a)
To
ratify the appointment of one director to serve on the Board of Directors of
the
Company for a term of two (2) years, thereby fulfilling the original term of
the
director he replaced, and (b) elect one director to serve on the Board of
Directors of the Company for a term of one (1) year, as set forth in Proposal
1
or, if proposal 1 is not approved, until the next Annual Meeting, or until
a
successor has been duly elected and qualified.
2. To
ratify
the establishment of Camelot Features, Inc., a Nevada corporation, Ferris Wheel
Films, Inc., a Nevada corporation, Camelot Distribution Group, Inc., a Nevada
corporation, Camelot Production Services Group, Inc., a Nevada corporation,
and
the acquisition of Camelot Technologies, Inc., a Nevada corporation; with each
to be a wholly owned subsidiary of the Company.
3. To
authorize the Board of Directors to provide for the initial funding of the
Camelot Films, Ferris Wheel Films and Camelot Distribution Group business models
which the board estimates a current need of $25,000,000, and file registration
statements and/or exemptions with various state agencies and the Securities
and
Exchange Commission for the initial funding.
4. To
authorize the Board of Directors to issue shares of the Company’s $.001 par
value common and $.001 par value preferred stock to facilitate the funding
requirements, which the Board of Directors currently estimates will be a minimum
of 50 million shares of common stock or the equivalent in preferred stock,
or a
combination thereof.
5. Upon
the
initial funding of the Camelot Films, Ferris Wheel Films and Camelot
Distribution Group business models, authorize the Board of Directors to take
all
steps necessary to list the Company’s common and/or preferred stock on the
American Stock Exchange.
6. Authorize
the Board of Directors to take all steps necessary to list the Company’s common
and/or preferred stock on the London Stock Exchange or the London AIM
market.
7. Authorize
the Board of Directors to take all steps necessary to list the Company’s common
and/or preferred stock on one of the German Stock Exchanges.
8. To
authorize the Board of Directors, should the Board of Directors deem it
necessary, to amend the Articles of Incorporation of Camelot Entertainment
Group, Inc. in order to increase the aggregate number of common and preferred
shares from 200,000,000 up to a maximum of 400,000,000 for the purpose of
securing funding for the Company and its subsidiaries and securing exchange
and/or market listings for the Company.
9. To
authorize the Board of Directors, should the Board of Directors deem it
necessary, to amend the Articles of Incorporation of Camelot Entertainment
Group, Inc., or to take any other action the Board of Directors deem necessary,
including, but not limited to, implementing a reverse split of the common and/or
preferred shares, in order to decrease the aggregate number of common and/or
preferred shares for the purpose of securing funding for the Company and its
subsidiaries and securing exchange and/or market listings for the
Company.
10. To
authorize and approve the establishment of a British subsidiary, to be named
by
the Board of Directors, to handle our activities in the United
Kingdom.
11. To
authorize and approve the establishment of a German subsidiary, to be named
by
the Board of Directors, to handle our activities in Germany.
12. To
authorize and approve the establishment of an Irish subsidiary, to be named
by
the Board of Directors, to handle our activities in Ireland.
13. To
ratify
all actions taken by the directors since the last Stockholder
meeting.
14. To
transact such other business as may properly come before the
meeting.
Only
stockholders of record at the close of business on the Record Date, June 30,
2005, are entitled to receive notice of, and to vote at, the Annual
Meeting of Stockholders
or any
adjournments thereof. Please sign and date the accompanying proxy card and
return it promptly in the enclosed postage-paid envelope whether or not you
plan
to attend the Annual
Meeting of Stockholders
in
person. If you attend the Annual
Meeting of Stockholders,
you may
withdraw your proxy and vote in person on each matter brought before the
Annual
Meeting of Stockholders.
The
proxy may be revoked at any time prior to its exercise.
By
Order
of the Board of Directors
George
Jackson
Secretary
Irvine,
California
CAMELOT
ENTERTAINMENT, INC
2020
Main
Street, Suite 990
Irvine,
CA 92614
PROXY
STATEMENT
ANNUAL
MEETING OF STOCKHOLDERS
To
Be
Held August 24, 2005
INTRODUCTION
This
Proxy Statement is being furnished in connection with the solicitation by the
board of directors (the "Board
of Directors")
of
Camelot Entertainment Group, Inc., a Delaware corporation (the "Company"),
of
proxies to be voted at the Annual Meeting of Stockholders to be held on
Wednesday, August 24, 2005, at 10:00 a.m., Pacific Standard Time (the
“Annual
Meeting”),
and at
any adjournment thereof. The Annual Meeting will be held at the Company’s
corporate headquarters, located at 2020 Main Street, Suite 990, Irvine,
California 92614, on Wednesday, August 24, 2005, at 10:00 a.m., Pacific Standard
Time.
The
enclosed proxy is solicited by the Board of Directors of the Company. A
Stockholder may revoke the proxy at any time prior to its use. Proxies properly
executed and received by the Secretary prior to the Annual Meeting (the “Annual
Meeting”) and not revoked will be voted in accordance with the terms thereof.
Registered Stockholders and participants in plans holding shares of the
Company’s Common Stock (“Common Stock”) are urged to deliver proxies and voting
instructions by completing and mailing the enclosed proxy or voting instruction.
Registered Stockholders and plan participants may send their proxies or voting
instructions by completing, signing, and dating the enclosed proxy or voting
instruction and returning it as promptly as possible in the enclosed
postage-paid envelope. If your shares are held in street name with your bank
or
broker, please follow the instructions for voting attached to the proxy card
that is enclosed with this Proxy Statement. Proxies are being solicited by
mail
and may also be solicited in person or by telephone, facsimile, or other means
of electronic transmission by directors, officers, and employees of the Company.
It is contemplated that additional solicitation of proxies will be made by
Transfer On-Line, 317 SW Alder Street, Second Floor, Portland, Oregon 97204
at
an anticipated cost to the Company of approximately $2,000, including
reimbursement of out-of-pocket expenses.
At
the
Annual
Meeting,
stockholders will be asked to approve the following: (a) Ratify the appointment
of Chief Financial Officer George Jackson to serve on the Board of Directors
of
the Company for a term of two (2) years, thereby fulfilling the remaining term
of the director he has replaced; and elect Jane Olmstead for a term of one
(1)
year; (b) Ratifying the establishment of Camelot Features, Inc., a Nevada
corporation, Ferris Wheel Films, Inc., a Nevada corporation, Camelot
Distribution Group, Inc., a Nevada corporation, Camelot Production Services
Group, Inc., a Nevada corporation, and the acquisition of Camelot Technologies,
Inc., a Nevada corporation; with each to be a wholly owned subsidiary of the
Company; (c) Authorize the Board of Directors to provide for the initial funding
of the Camelot Films, Ferris Wheel Films and Camelot Distribution Group business
models, which the board estimates a current need of $25,000,000, and file
registration statements and/or exemptions with various state agencies and the
Securities and Exchange Commission;
(d)
Authorize the Board of Directors to issue shares of the Company’s $.001 par
value common and $.001 par value preferred stock to facilitate the funding
requirements, which the Board of Directors currently estimates will be a minimum
of 50 million shares of common stock or the equivalent in preferred stock,
or a
combination thereof; (e) Upon the initial funding of the Camelot Films, Ferris
Wheel Films and Camelot Distribution Group business models, Authorize the Board
of Directors to take all steps necessary to list the Company’s common and/or
preferred stock on the American Stock Exchange. (f) Authorize the Board of
Directors to take all steps necessary to list the Company’s common and/or
preferred stock on the London Stock Exchange or the London AIM market;
(g)
Authorize the Board of Directors to take all steps necessary to list the
Company’s common and/or preferred stock on one of the German Stock Exchanges;
(h) Authorize the Board of Directors, should the Board of Directors deem it
necessary, to amend the Articles of Incorporation of Camelot Entertainment
Group, Inc. in order to increase the aggregate number of common and preferred
shares from 200,000,000 up to a maximum of 400,000,000 for the purpose of
securing funding for the Company and its subsidiaries and securing exchange
and/or market listings for the Company; (i) Authorize the Board of Directors,
should the Board of Directors deem it necessary, to amend the Articles of
Incorporation of Camelot Entertainment Group, Inc., or to take any other action
the Board of Directors deem necessary, including, but not limited to,
implementing a reverse split of the common and/or preferred shares, in order
to
decrease the aggregate number of common and/or preferred shares for the purpose
of securing funding for the Company and its subsidiaries and securing exchange
and/or market listings for the Company;
(j)
To
authorize and approve the establishment of a British subsidiary, to be named
by
the Board of Directors, to handle our activities in the United Kingdom; (k)
To
authorize and approve the establishment of a German subsidiary, to be named
by
the Board of Directors, to handle our activities in Germany; (l) To authorize
and approve the establishment of an Irish subsidiary, to be named by the Board
of Directors, to handle our activities in Ireland; (m) To ratify all actions
taken by the directors since the last Stockholder meeting; and (n) To transact
such other business as may properly come before the meeting.
This
Proxy Statement and the enclosed form of proxy are first being sent to
stockholders, together with the Notice of the Annual
Meeting,
on or
about July 1, 2005.
A
copy of the Annual
Report to Stockholders on Form 10-KSB filed with the Securities and Exchange
Commission describing the Company's operations during the fiscal year ended
December 31, 2004 and a copy of our Quarterly Reports to Stockholders on Form
10Q-SB can be viewed on our web site at www.Camelotfilms.com and copies of
all
our filings are available for viewing at www.sec.gov, but they are not part
of
the proxy solicitation materials except to the extent specifically incorporated
by reference in this Proxy Statement.
Stockholders
are urged to complete, date, and sign the accompanying form of proxy and return
it promptly in the envelope provided with these materials. No postage is
necessary if the proxy is mailed in the United States in the accompanying
envelope.
PROXIES
AND VOTING AT THE MEETING
Record
Date and Voting Rights
The
Board
of Directors has fixed the close of business on June 30, 2005 as the record
date
(the "Record
Date")
for the
determination of the stockholders of record entitled to receive notice of,
and
to vote at, the Annual
Meeting
or any
adjournment thereof. At the close of business on the Record Date, there were
144,275,964 shares of the Company's common stock, $0.001 par value per share
("Common
Stock"),
held
by 111 Stockholders, entitled to vote, including those shares that can be
converted in accordance with the preferred stock designations. At the close
of
business on the Record Date, there were 83,075,965 shares of Common Stock issued
and outstanding. There were 5,100,000 shares of the Company’s Class A Preferred
Stock, $0.001 par value per share (“Class
A Preferred Stock”)
issued
and outstanding, held by 1 stockholder. There were 5,100,000 shares of the
Company’s Class B Preferred Stock, $0.001 par value per share (“Class
B Preferred Stock”)
issued
and outstanding, held by 1 stockholder. The Common, Series A Preferred Stock
and
Series B Preferred Stock are the only class of voting securities outstanding
entitled to vote at the Annual
Meeting.
Each
share of Common Stock outstanding on the Record Date entitles the record holder
to cast one vote with respect to each matter to be voted upon at the
Annual
Meeting.
Each
share of Series A Preferred Stock outstanding on the Record Date entitles the
record holder to cast 50 votes with respect to each matter to be voted upon
at
the Annual
Meeting.
Each
share of Series B Preferred Stock outstanding on the Record Date entitles the
record holder to cast 1,000 votes with respect to each matter to be voted upon
at the Annual
Meeting.
As a
result, there are 5,438,075,964 total votes eligible to be cast at the Annual
Meeting.
The
presence of a majority of the Company's outstanding Common Stock as of the
Record Date, in person or represented by proxy, will constitute a quorum at
the
Annual
Meeting.
Votes
cast by proxy or in person at the Annual
Meeting
will be
tabulated by one or more inspectors of election appointed prior to the
Annual
Meeting,
who
also will determine whether a quorum is present.
In
the
event of any abstentions or broker non-votes with respect to any proposal coming
before the Annual
Meeting,
the
proxy will be counted as present for purposes of determining the existence
of a
quorum; but since they are neither a vote cast in favor of, nor a vote cast
against, a proposed action, abstentions and broker non-votes typically will
not
be counted as a vote cast on any routine matter. A broker non-vote generally
occurs when a broker who holds shares in street name for a customer does not
have authority to vote on certain non-routine matters because its customer
has
not provided any voting instructions on the matter. Therefore, abstentions
and
broker non-votes generally have no effect under Delaware law with respect to
the
election of directors or other matters requiring the approval of only a majority
of the shares of Common Stock present and voting at the meeting.
Voting
and Revocation of Proxies
All
properly executed proxies received prior to or at the Annual
Meeting
will be
voted in accordance with the instructions indicated on such proxies, if any.
If
no instructions are indicated with respect to any shares for which properly
executed proxies have been received, such proxies will be voted FOR (a) Ratify
the appointment of Chief Financial Officer George Jackson to serve on the Board
of Directors of the Company for a term of two (2) years, thereby fulfilling
the
remaining term of the director he has replaced; and elect Jane Olmstead for
a
term of one (1) year; (b) Ratifying the establishment of Camelot Features,
Inc.,
a Nevada corporation, Ferris Wheel Films, Inc., a Nevada corporation, Camelot
Distribution Group, Inc., a Nevada corporation, Camelot Production Services
Group, Inc., a Nevada corporation, and the acquisition of Camelot Technologies,
Inc., a Nevada corporation; with each to be a wholly owned subsidiary of the
Company; (c) Authorize the Board of Directors to provide for the initial funding
of the Camelot Films, Ferris Wheel Films and Camelot Distribution Group business
models, which the board estimates a current need of $25,000,000, and file
registration statements and/or exemptions with various state agencies and the
Securities and Exchange Commission;
(d)
Authorize the Board of Directors to issue shares of the Company’s $.001 par
value common and $.001 par value preferred stock to facilitate the funding
requirements, which the Board of Directors currently estimates will be a minimum
of 50 million shares of common stock or the equivalent in preferred stock,
or a
combination thereof; (e) Upon the initial funding of the Camelot Films, Ferris
Wheel Films and Camelot Distribution Group business models, authorize the Board
of Directors to take all steps necessary to list the Company’s common and/or
preferred stock on the American Stock Exchange. (f) Authorize the Board of
Directors to take all steps necessary to list the Company’s common and/or
preferred stock on the London Stock Exchange or the London AIM market;
(g)
Authorize the Board of Directors to take all steps necessary to list the
Company’s common and/or preferred stock on one of the German Stock Exchanges;
(h) Authorize the Board of Directors, should the Board of Directors deem it
necessary, to amend the Articles of Incorporation of Camelot Entertainment
Group, Inc. in order to increase the aggregate number of common and preferred
shares from 200,000,000 up to a maximum of 400,000,000 for the purpose of
securing funding for the Company and its subsidiaries and securing exchange
and/or market listings for the Company; (i) Authorize the Board of Directors,
should the Board of Directors deem it necessary, to amend the Articles of
Incorporation of Camelot Entertainment Group, Inc., or to take any other action
the Board of Directors deem necessary, including, but not limited to,
implementing a reverse split of the common and/or preferred shares, in order
to
decrease the aggregate number of common and/or preferred shares for the purpose
of securing funding for the Company and its subsidiaries and securing exchange
and/or market listings for the Company;
(j)
To
authorize and approve the establishment of a British subsidiary, to be named
by
the Board of Directors, to handle our activities in the United Kingdom; (k)
To
authorize and approve the establishment of a German subsidiary, to be named
by
the Board of Directors, to handle our activities in Germany; (l) To authorize
and approve the establishment of an Irish subsidiary, to be named by the Board
of Directors, to handle our activities in Ireland; (m) To ratify all actions
taken by the directors since the last Stockholder meeting; and (n) To transact
such other business as may properly come before the meeting. The Company is
not
aware of any matter to be presented at the Annual
Meeting
other
than those matters described in the Notice of Annual
Meeting.
If,
however, any other matters are properly brought before the Annual
Meeting
for
consideration, the persons appointed as proxies will have the discretion to
vote
or act thereon according to their best judgment.
Any
stockholder giving a proxy may revoke it at any time before it is exercised
by
duly executing and submitting a later-dated proxy, by delivering written notice
of revocation to the Company which is received at or before the Annual
Meeting,
or by
voting in person at the Annual
Meeting
(although attendance at the Annual
Meeting
will
not, in and of itself, constitute a revocation of the proxy). Any
written
notice revoking a proxy should be sent to the Secretary of the Company at the
Company's principal executive offices, located at the address set forth above.
PROPOSAL
1: (A) RATIFICATION OF DIRECTOR APPOINTMENT AND (B) ELECTION OF DIRECTOR TO
SERVE ON THE BOARD OF DIRECTORS
ELECTION
AND/OR RATIFICATION OF DIRECTORS
Vote
Required
The
affirmative vote of the holders of a majority of the shares of common stock
present at the Annual Meeting, in person or by proxy, entitled to vote and
voting thereon at the Annual Meeting is required for (a) ratification of a
Director previously appointed and (b) the election of a director.
One
director’s appointment to the Board of Directors is to be ratified at the Annual
Meeting and one director is to be elected at the Annual Meeting for a term
of
one year. The following pages set forth certain information for the nominees
and
incumbent directors as of June 30, 2005, except as otherwise noted. The nominees
listed below were directors (a) previously appointed by the Board of Directors
to fill a vacancy created by the resignation of a previous Director and (b)
previously elected to the Board of Directors by the shareholders. The election
of the nominee for director requires the affirmative vote of the holders of
a
majority of the shares of common stock voting for the election of director.
Votes that are withheld and shares held in street name (“Broker Shares”) that
are not voted in the election of director will not be included in determining
the number of votes cast. Unless otherwise specified in the accompanying form
of
proxy, it is intended that votes will be cast for the election of the nominee
as
a director. If, at the time of the Annual Meeting, the nominee should be
unavailable to serve as a director, it is intended that votes will be cast,
pursuant to the enclosed proxy, for such substitute nominee as may be nominated
by the Board of Directors. The nominee has consented to being named in this
Proxy Statement and to serve if elected.
NOMINEE
FOR DIRECTOR
The
age
of the nominees, their positions and offices with the Company, their term of
office as a director, their business experience during the past five years
or
more and additional biographical data is set forth below.
|
Name
of Executive
Officers
and Directors
|
Age
|
Position
|
Date
of Appointment
|
|
George
Jackson (1)
|
45
|
CFO
and Director
|
March
31, 2005
|
|
Jane
Olmstead
|
51
|
Director
|
December
15, 2000
|
Note:
(1)
Ratification only. Mr. Jackson was previously appointed to the Board of
Directors to fulfill the term of Al Golusin.
Nominee
for Election who’s Term Expires in 2006
Jane
Olmstead, CPA, 51, Chief Financial Officer, Director,
has
over 20 years experience in the financial and accounting fields, including
serving as a Senior Management Consultant with Touche Ross & Co. (currently
Deloitte & Touche) for nine years. Ms. Olmstead's expertise is in strategic
business planning, financial systems design and implementation and tax
preparation and planning. Her involvement with numerous Fortune 500 companies
such as Ford Motor Co., Mobil Oil and Coors resulted in cost savings measures
and increases in profitability through the implementation of improved financial
and communication systems.
Ms.
Olmstead has focused on improving corporate efficiency and effectiveness through
a variety of means including: acting as CFO, implementing new procedures,
creating reorganization plans, forecasting and planning for future growth.
Some
of her additional strengths are in asset management, systems integration,
budgeting and cost control. Ms. Olmstead graduated Magna cum Laude from the
University of Tennessee with a B.S. in Accounting and a Minor in Statistics.
She
is currently a member of the Colorado Society of CPAs and the Association of
Professional Consultants.
Ratification
of Director Previously Appointed whose Term Expires in 2007
George
Jackson, 45, Director, Chief Financial Officer,
was
appointed to the Board of Directors as a permanent replacement for Al Golusin,
who resigned on November 30, 2004. A Certified Public Accountant since 1984,
Mr.
Jackson previously worked with the public accounting firm of KPMG from 1982
to
1985. While at KPMG, he worked as a consultant and auditor on many film
companies including: Carolco Films, New World Pictures and others. He was the
co-founder, CEO and CFO of several fitness centers from 1985 to 1999. He was
responsible for managing companies with over $20 million in revenue, 540
employees in the United States and Asia, raising over $10 million in capital
and
managing the accounting departments and preparing financial statements for
stockholders in the U.S. and Asia. He sold all his fitness center assets to
Bally Total Fitness in early 2000, netting a return to stockholders of over
45%
on an annual basis since inception of the fitness centers. From 2000 to present,
he has developed more fitness centers in Asia and been a director to several
fitness companies. Mr. Jackson graduated from the University of Southern
California with a B.S. in Accounting in 1982.
In
accordance with the Company's Bylaws, the Board of Directors has fixed the
size
of the Board of Directors at five and has nominated Mrs. Olmsted for election
as
a director of the Company and has asked for shareholder ratification of their
appointment of Mr. Jackson to the Board of Directors.
If
Proposal 1 is approved by the Stockholders, and if the nominee’s are elected and
ratified, the Board of Directors will be as follows:
Robert
P.
Atwell, George Jackson, Jane Olmstead, Rounsevelle Schaum and H. K. Dyal III.
Mr. Atwell and Mr. Jackson will serve on the Board of Directors until the 2007
annual meeting of the Company's stockholders. Mrs. Olmstead, Mr. Schaum and
Mr.
Dyal will serve on the Board of Directors until the 2006 annual meeting of
the
Company's stockholders.
Robert
P.
Atwell, 51, Chairman, President and Chief Executive Officer, has been President
of the Company since March 19, 2003. Mr. Atwell is also the President of The
Atwell Group, Inc., which encompasses several companies that Mr. Atwell has
been
affiliated with since 1978, including The Corporate Solution, Inc. (1978),
Eagle
Consulting Group, Inc. (1996), The Atwell Group, LLC (2004) and Camelot Films,
Inc. (1978). Mr. Atwell’s companies specialize in taking small companies public,
securing and implementing assignments for a variety of agencies and corporations
including general business consulting, corporate restructuring, mergers and
acquisitions, corporate investigations and securities administration. Mr. Atwell
has been involved in all aspects of motion picture production and distribution.
Mr. Atwell began his career in the entertainment business in 1971, working
initially in television and independent film before establishing Camelot Films
in 1978.
George
Jackson, 45, Director, Chief Financial Officer, was appointed to the Board
of
Directors on March 31, 2005. A Certified Public Accountant since 1984, Mr.
Jackson worked as a consultant and auditor while employed by KPMG on many film
companies including: Carolco Films, New World Pictures and others. Mr. Jackson
graduated from the University of Southern California with a B.S. in Accounting
in 1982.
Jane
Olmstead, CPA, 51, Chief Financial Officer, Director, has over 20 years
experience in the financial and accounting fields, including serving as a Senior
Management Consultant with Touche Ross & Co. (currently Deloitte &
Touche) for nine years. Ms. Olmstead's expertise is in strategic business
planning, financial systems design and implementation and tax preparation and
planning. Her involvement with numerous Fortune 500 companies such as Ford
Motor
Co., Mobil Oil and Coors resulted in cost savings measures and increases in
profitability through the implementation of improved financial and communication
systems. Ms. Olmstead graduated Magna cum Laude from the University of Tennessee
with a B.S. in Accounting and a Minor in Statistics. She is currently a member
of the Colorado Society of CPAs and the Association of Professional
Consultants.
Rounsevelle
Schaum, 72, Director, is the Chairman of Newport Capital Partners, Inc., an
investment banking firm specializing in providing financial advisory services
to
emerging growth companies. He is a graduate of Phillips Andover Academy and
holds a Bachelor of Science degree in Mechanical Engineering from Stanford
University and an MBA from the Harvard Business School. He was also a member
of
the faculty and Defense Research Staff of the Massachusetts Institute of
Technology, where he participated in the development of the computer programs
for the Ballistic Missile Early Warning System.
He
is a
director and chairman of the audit committee of the Quigley Corporation (NASDAQ
"QGLY") and was a founder and director of Streaming Media Corporation. He was
also the Chairman and CEO of BusinessNet Holdings Corporation and has served
as
a crisis manager for Heller Financial Corporation. He also served on the
District Advisory Council of the U.S. Small Business Administration; as Chairman
of the California Small Business Development Corporation, a private venture
capital syndicate; and was the founder and Managing Director of the Center
of
Management Sciences, a consulting firm serving the aerospace industry.
He
was
the principal author of the "Weapon Systems Management Guide" under contract
to
the Office of the Secretary of Defense. Mr. Schaum resides in Newport, Rhode
Island, where he has been active in civic affairs. He is a member of the Naval
War College Foundation and a director of the Newport Historical
Society.
H.
Kaye
Dyal, 65, Director, is President of two of our production entities, Camelot
Films and Camelot Features. He joined our company in August of 2004. Mr. Dyal
has worked in the film industry for over 25 years. He began his career in the
studio of renowned film designer Saul Bass. While a directing associate to
Mr.
Bass, their film "Why Man Creates" made for Kaiser Aluminum Corporation, won
the
Academy Award for Best Short Subject.
Mr.
Dyal
worked on television programming with CBS and the National Geographic Society,
and with Warner Bros. and Lorimar Television on the "Waltons" television series.
Mr. Dyal headed an After School Specials division at Lorimar. As a pilot for
Public Television, Mr. Dyal wrote and Produced an award winning adaptation
of
William Faulkner's short story, "A Rose For Emily", which starred Anjelica
Huston, John Randolph and John Houseman. Presented at the Cannes Film Festival,
the film has won numerous major awards available in the short film market.
Houghton-Mifflen Publishers selected “A Rose For Emily” as their featured work
in a Teacher’s Guide to American Literature on Film. Mr. Dyal wrote and also
developed several television series, one with Dick Clark Productions, two for
World Vision. Most recently, Mr. Dyal Executive Produced two television series
pilots, “Norm Crosby’s Celebrity Golf Challenge” and “Melina” a talk show being
developed for production in the Latin beat of Miami.
Mr.
Dyal's
feature motion picture career began at Cinema Financial of America, where he
produced and co-directed "Silence" starring Will Geer. Also for CFA, Mr. Dyal
directed "the Memory of Us", winner of a Special Jury Prize at the Atlanta
Film
Festival. Both films received nation wide domestic theatrical release, and
were
showcased on cable television. Mr. Dyal advanced his film career writing the
Chuck Norris international hit, "Lone Wolf McQuade", which became the television
series "Walker, Texas Ranger". He wrote and directed "Trained to Kill" and
"Gambit", feature motion pictures which were released through Overseas Film
Group. Mr. Dyal was an Executive Producer on “Saved”, a feature motion picture
for MGM/UA starring Jena Malona, Mandy Moore, and Macauley Culkin released
in
April 2004. While head of production for Gravity Entertainment, Dyal oversaw
the
production of “Bully” directed by Larry Clark, starring Brad Renfro, Nick Stahl,
Bijou Phillips, Rachel Miner and Kelli Garner. He is currently producing
"Victims" for Cameo Entertainment and “The Cauldron” for Media Financial
Partners. Mr. Dyal has written more than two dozen screenplays and stories
for a
variety of clients, including Orion, Universal, Overseas Film Group and many
more. Mr. Dyal has production managed and/or line produced more than eighteen
films.
Mr.
Dyal has a varied
background in corporate project funding, and has arranged and closed funding
of
more than $15 million for both private and public clients, in addition to his
current funding activities. Mr. Dyal has a varied background in corporate
project funding. Mr. Dyal is a graduate of the University of Illinois with
a
Bachelor's degree in Fine Arts, and holds a Master's degree in Fine Arts from
the University of Southern California. He has been awarded two Ford Foundation
Grants, and lives in Southern California.
If
either
Director under Proposal 1 is not approved by the stockholders, the nominee
not
approved will serve on the Board of Directors until a successor has been duly
elected and qualified or the 2006 Annual Meeting, whichever event shall occur
first.
It
is
intended that the proxies received from stockholders, unless contrary
instructions are given therein, will be voted FOR the election of the nominees
named below, each of whom has consented to being named herein and has indicated
his intention to serve if elected. If any nominee for any reason should become
unavailable for election or if a vacancy should occur before the election,
it is
intended that the shares represented by the proxies will be voted for such
other
person as the Company's Board of Directors shall designate to replace such
nominee. The Board of Directors has no reason to believe that any of the
nominees will not be available or will prove unable to serve if so elected.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE (A) RATIFICATION AND
(B) ELECTION OF THE DIRECTOR NOMINEES TO THE BOARD OF
DIRECTORS.
PROPOSAL
2: To ratify the establishment of Camelot Features, Inc., a Nevada corporation,
Ferris Wheel Films, Inc., a Nevada corporation, Camelot Distribution Group,
Inc., a Nevada corporation, Camelot Production Services Group, Inc., a Nevada
corporation, and the acquisition of Camelot Technologies, Inc., a Nevada
corporation; with each to be a wholly owned subsidiary of the Company.
Vote
Required
The
affirmative vote of the holders of a majority of the votes present at the Annual
Meeting, in person or by proxy, entitled to vote and voting thereon at the
Annual Meeting is required for the ratification and approval of the
establishment of Camelot Features, Inc., a Nevada corporation, Ferris Wheel
Films, Inc., a Nevada corporation, Camelot Distribution Group, Inc., a Nevada
corporation, Camelot Production Services Group, Inc., a Nevada corporation,
and
the acquisition of Camelot Technologies, Inc., a Nevada corporation; with each
to be a wholly owned subsidiary of the Company.
THE
COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING “FOR”PROPOSAL
2.
PROPOSAL
3: To authorize the Board of Directors to provide for the initial funding of
the
Camelot Films, Ferris Wheel Films and Camelot Distribution Group business
models, which the board estimates a current need of $25,000,000, and file
registration statements and/or exemptions with various state agencies and the
Securities and Exchange Commission for such funding.
Vote
Required
The
affirmative vote of the holders of a majority of the votes present at the Annual
Meeting, in person or by proxy, entitled to vote and voting thereon at the
Annual Meeting is required to
authorize the Board of Directors to provide for the initial funding of the
Camelot Films, Ferris Wheel Films and Camelot Distribution Group business
models, which the board estimates a current need of $25,000,000, and file
registration statements and/or exemptions with various state agencies and the
Securities and Exchange Commission.
In
order
to implement the Camelot Films, Ferris Wheel Films and Camelot Distribution
Group business models, we will need to begin the process of raising the funding
necessary to begin production on our slate of pictures in Camelot Films and
Ferris Wheel Films and to fund Camelot Distribution Group so that it can ramp
up
its distribution operations for our slate of pictures and for pictures to be
acquired. Management has begun the process of providing for the initial funding
of the Company’s subsidiaries, including the preparation of registration
documents and/or exemptions that may eventually be filed with the Securities
and
Exchange Commission. This funding does not effect the operations of our parent
company, Camelot Entertainment Group, as that funding is being provided under
current financing agreements already in place. The Board of Directors is asking
the Stockholders to authorize the Board of Directors to provide for appropriate
funding and file such documents and/or exemptions as may be necessary with
various state agencies and the Securities and Exchange Commission.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL
3.
PROPOSAL
4: To
authorize the Board of Directors to issue shares of the Company’s $.001 par
value common and $.001 par value preferred stock to facilitate the funding
requirements, which the Board of Directors currently estimates will be a minimum
of 50 million shares of common stock or the equivalent in preferred stock,
or a
combination thereof.
Vote
Required
The
affirmative vote of the holders of a majority of the votes present at the Annual
Meeting, in person or by proxy, entitled to vote and voting thereon at the
Annual Meeting is required to
authorize the Board of Directors to issue shares of the Company’s $.001 par
value common and $.001 par value preferred stock to facilitate the funding
requirements, which the Board of Directors currently estimates will be a minimum
of 50 million shares of common stock or the equivalent in preferred stock,
or a
combination thereof.
In
order
to facilitate the funding requirements of Camelot Films, Ferris Wheel Films
and
Camelot Distribution Group, the Company may need to issue shares of the
Company’s $.001 par value common and/or its $.001 par value preferred stock or a
combination thereof. The Board of Directors estimate that it will need to issue
a minimum of 50 million shares of common stock or the equivalent in preferred
stock in order to complete the funding.
The
Board
of Directors is asking the Stockholders to authorize the Board of Directors
to
issue shares of the Company’s $.001 par value common and $.001 par value
preferred stock to facilitate the funding requirements, which the Board of
Directors currently estimates will be a minimum of 50 million shares of common
stock or the equivalent in preferred stock, or a combination
thereof.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL
4.
PROPOSAL
5. To authorize the Board of Directors, upon the initial funding of the Camelot
Films, Ferris Wheel Films and Camelot Distribution Group business models, to
take all steps necessary to list the Company’s common and/or preferred stock on
the American Stock Exchange.
Vote
Required
The
affirmative vote of the holders of a majority of the votes present at the Annual
Meeting, in person or by proxy, entitled to vote and voting thereon at the
Annual Meeting is required to
authorize the Board of Directors, upon the initial funding of the Camelot Films,
Ferris Wheel Films and Camelot Distribution Group business models, to take
all
steps necessary to list the Company’s common and/or preferred stock on the
American Stock Exchange.
Once
the
funding process is completed, the Company will be in a position where its
equity, book value, and hopefully, its stock price, will be at a point where
the
Company can begin the process of applying for its common and/or preferred stock
to be traded on the American Stock Exchange. In the event the Company is in
a
position to apply for the listing, there can be no assurance that the Company
will meet the minimum requirements for listing on that exchange. In the event
the Company does not qualify to trade on the American Stock Exchange, the
Company would continue to trade on the Over the Counter Bulletin Board until
such time as it does meet the minimum requirements.
The
Board
of Directors is asking the Stockholders to authorize the Board of Directors
upon
the initial funding of the Camelot Films, Ferris Wheel Films and Camelot
Distribution Group business models, to take all steps necessary to list the
Company’s common and/or preferred stock on the American Stock
Exchange.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL
5.
PROPOSAL
6: To take all steps necessary to list the Company’s common and/or preferred
stock on the London Stock Exchange or the London AIM
market.
Vote
Required
The
affirmative vote of the holders of a majority of the votes present at the Annual
Meeting, in person or by proxy, entitled to vote and voting thereon at the
Annual Meeting is required to
authorize the Board of Directors to
take
all steps necessary to list the Company’s common and/or preferred stock on the
London Stock Exchange or the London AIM market.
In
addition to the funding process contemplated by the Company, which may result
in
funding originating from both domestic and international sources, the Company
will also be conducting operations in Europe, with production and distribution
activity taking place within the United Kingdom. As
a
result, this activity, combined with the funding process, will provide the
opportunity for the Company to expand its trading base to international markets,
including the stock exchanges and/or markets in the United Kingdom. As with
the
American Stock Exchange, there can be no assurance that the Company will qualify
for these exchanges and/or markets. However, the Company plans to continue
to
peruse these avenues until such time as it is successful in obtaining an
exchange and/or market listing in the United Kingdom.
The
Board
of Directors is asking the Stockholders to authorize the Board of Directors
to
take all steps necessary to list the Company’s common and/or preferred stock on
the London Stock Exchange or the London AIM market.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL
6.
PROPOSAL
7: To take all steps necessary to list the Company’s common and/or preferred
stock on one of the German stock exchanges.
Vote
Required
The
affirmative vote of the holders of a majority of the votes present at the Annual
Meeting, in person or by proxy, entitled to vote and voting thereon at the
Annual Meeting is required to
authorize the Board of Directors to take all steps necessary to list the
Company’s common and/or preferred stock on one of the German stock
exchanges.
In
addition to the funding process contemplated by the Company, which may result
in
funding originating from both domestic and international sources, the Company
will also be conducting operations in Europe, with production and distribution
activity taking place within Germany. As a result, this activity, combined
with
the funding process, will provide the opportunity for the Company to expand
its
trading base to international markets, including the stock exchanges and/or
markets in Germany. As with the American Stock Exchange, there can be no
assurance that the Company will qualify for these exchanges and/or markets.
However, the Company plans to continue to peruse these avenues until such time
as it is successful in obtaining an exchange and/or market listing in
Germany.
The
Board
of Directors is asking the Stockholders to authorize the Board of Directors
to
take all steps necessary to list the Company’s common and/or preferred stock on
one of the German stock exchanges.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL 7.
PROPOSAL
8: To authorize the Board of Directors, should the Board of Directors deem
it
necessary, to amend the Articles of Incorporation of Camelot Entertainment
Group, Inc. in order to increase the aggregate number of common and preferred
shares from 200,000,000 up to a maximum of 400,000,000 for the purpose of
securing funding for the Company and its subsidiaries and securing exchange
and/or market listings for the Company.
Vote
Required
The
affirmative vote of the holders of a majority of the votes present at the Annual
Meeting, in person or by proxy, entitled to vote and voting thereon at the
Annual Meeting is required to
authorize the Board of Directors to authorize
the Board of Directors, should the Board of Directors deem it necessary, to
amend the Articles of Incorporation of Camelot Entertainment Group, Inc. in
order to increase the aggregate number of common and preferred shares from
200,000,000 up to a maximum of 400,000,000 for the purpose of securing funding
for the Company and its subsidiaries and securing exchange and/or market
listings for the Company.
In
funding the Company and its subsidiaries and qualifying for an exchange and/or
market listing both domestically and internationally, it may become necessary
for the Board of Directors to increase the number of authorized common and/or
preferred shares, as well as establish additional series of common and/or
preferred shares. This proposal would give the Board of Directors the authority
to take such action should it become necessary in order to facilitate the
funding of the Company and its subsidiaries and to meet the qualification
standards to meet the standards for listing on an exchange or market either
in
the United States, Europe, Asia or another international location. In the event
it is not necessary for the Board of Directors to increase the authorized shares
in order to implement the Company’s business models and objectives, the Board of
Directors does not plan to increase the authorized shares. In the event it
does
become necessary, the Board of Directors may elect to only implement a partial
increase. However, in granting this proposal, you are authorizing the Board
of
Directors of take any action it deems necessary in connection herewith in order
to implement the Company’s business model and objectives.
In
the
event this Proposal Number 8 is implemented, the Board of Directors will be
authorized to amend the Articles of Incorporation of Camelot Entertainment
Group, Inc. in the following manner:
To
amend
Article IV, Capital Stock, of the Articles of Incorporation, as amended, filed
on April 15, 2004, authorizing an aggregate number of common shares which the
Corporation had the authority to issue being two hundred million [200,000,000]
shares of voting stock with $.001 par value and that hereby the said
authorization be increased to four hundred million [400,000,000] shares of
stock
with $.001 par value, so that Article IV of the Articles of Incorporation shall
now read as follows:
The
corporation shall be authorized to issue 300,000,000 shares of Common Stock
having a $.001 par value, and 100,000,000 shares of Preferred Stock having
a
$.001 par value. The Common Stock and/or Preferred Stock of the Company may
be
issued from time to time without prior approval by the stockholders. The Common
Stock and/or Preferred Stock may be issued for such consideration as may be
fixed from time to time by the Board of Directors. The Board of Directors may
issue such shares of Common and/or Preferred Stock in one or more series, with
such voting powers, designations, preferences and rights or qualifications,
limitations or restrictions thereof as shall be stated in the resolution
authorizing the issuance of shares. Stockholders shall not have pre-emptive
rights or be entitled to cumulative voting in connection with the shares of
the
Corporation's common or preferred stock.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL
8.
PROPOSAL
9: To authorize the Board of Directors, should the Board of Directors deem
it
necessary, to amend the Articles of Incorporation of Camelot Entertainment
Group, Inc., or to take any other action the Board of Directors deem necessary,
including, but not limited to, implementing a reverse split of the common and/or
preferred shares, in order to decrease the aggregate number of common and/or
preferred shares for the purpose of securing funding for the Company and its
subsidiaries and securing exchange and/or market listings for the
Company.
Vote
Required
The
affirmative vote of the holders of a majority of the votes present at the Annual
Meeting, in person or by proxy, entitled to vote and voting thereon at the
Annual Meeting is required to
authorize the Board of Directors to authorize the Board of Directors, should
the
Board of Directors deem it necessary, to amend the Articles of Incorporation
of
Camelot Entertainment Group, Inc., or to take any other action the Board of
Directors deem necessary, including, but not limited to, implementing a reverse
split of the common and/or preferred shares, in order to decrease the aggregate
number of common and/or preferred shares for the purpose of securing funding
for
the Company and its subsidiaries and securing exchange and/or market listings
for the Company.
In
funding the Company and its subsidiaries and qualifying for an exchange and/or
market listing both domestically and internationally, it may become necessary
for the Board of Directors to decrease the number of authorized common and/or
preferred shares, as well as establish additional series of common and/or
preferred shares. In addition, the Board of Directors may implement a reverse
split of the common and/or preferred shares. This proposal would give the Board
of Directors the authority to take such action should it become necessary in
order to facilitate the funding of the Company and its subsidiaries and to
meet
the qualification standards to meet the requirements for listing on an exchange
or market either in the United States, Europe, Asia or another international
location. In the event it is not necessary for the Board of Directors to
decrease the authorized shares or implement a reverse split of the common and/or
preferred stock in order to implement the Company’s business models and
objectives, the Board of Directors does not plan to decrease the authorized
shares. In the event it does become necessary, the Board of Directors would
have
the authority to determine the specific reverse split ratio. However, in
granting this proposal, you are authorizing the Board of Directors of take
any
action it deems necessary in connection herewith in order to implement the
Company’s business model and objectives. In the event there is a reverse split,
stockholders could be negatively affected as the stock price and ultimate value
of the common shares may be less following such a reverse.
In
the
event this Proposal Number 9 is implemented, the Board of Directors will be
authorized to amend the Articles of Incorporation of Camelot Entertainment
Group, Inc., if necessary, in the following manner:
To
amend
Article IV, Capital Stock, of the Articles of Incorporation, as amended, filed
on April 15, 2004, authorizing an aggregate number of common shares which the
Corporation had the authority to issue being two hundred million [200,000,000]
shares of voting stock with $.001 par value and that hereby the said
authorization be decreased to (exact number to be determined by the Board of
Directors) shares of stock with $.001 par value, so that Article IV of the
Articles of Incorporation shall now read as follows:
The
corporation shall be authorized to issue (exact number to be determined by
the
Board of Directors) shares of Common Stock having a $.001 par value, and (exact
number to be determined by the Board of Directors) shares of Preferred Stock
having a $.001 par value. The Common Stock and/or Preferred Stock of the Company
may be issued from time to time without prior approval by the stockholders.
The
Common Stock and/or Preferred Stock may be issued for such consideration as
may
be fixed from time to time by the Board of Directors. The Board of Directors
may
issue such shares of Common and/or Preferred Stock in one or more series, with
such voting powers, designations, preferences and rights or qualifications,
limitations or restrictions thereof as shall be stated in the resolution
authorizing the issuance of shares. Stockholders shall not have pre-emptive
rights or be entitled to cumulative voting in connection with the shares of
the
Corporation's common or preferred stock.
The
Board
of Directors shall have the authority to determine the number of shares to
be
authorized in the event a decrease in the number of authorized common and/or
preferred shares becomes necessary. Please note that it may not be necessary
to
decrease the number of authorized common and/or preferred shares in order to
implement a reverse split.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL
9.
PROPOSAL
10: To authorize and approve the establishment of a British subsidiary, to
be
named by the Board of Directors, to handle our activities in the United
Kingdom.
Vote
Required
The
affirmative vote of the holders of a majority of the votes present at the Annual
Meeting, in person or by proxy, entitled to vote and voting thereon at the
Annual Meeting is required to
authorize the Board of Directors to authorize and approve the establishment
of a
British subsidiary, to be named by the Board of Directors, to handle our
activities in the United Kingdom.
The
Company plans to be very active in the British market and as a result it is
in
the process of establishing a British company to handle corporate operations
in
the United Kingdom.
The
Board
of Directors is asking the Stockholders to authorize the Board of Directors
to
approve and ratify the establishment of a British subsidiary, to be named by
the
Board of Directors, to handle our activities in the United Kingdom.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL
10.
PROPOSAL
11: To authorize and approve the establishment of a German subsidiary, to be
named by the Board of Directors, to handle our activities in
Germany.
Vote
Required
The
affirmative vote of the holders of a majority of the votes at the Annual
Meeting, in person or by proxy, entitled to vote and voting thereon at the
Annual Meeting is required to
authorize the Board of Directors to authorize and approve the establishment
of a
German subsidiary, to be named by the Board of Directors, to handle our
activities in Germany.
The
Company plans to be very active in the German market and as a result it is
in
the process of establishing a German company to handle corporate operations
in
Germany.
The
Board
of Directors is asking the Stockholders to authorize the Board of Directors
to
approve and ratify the establishment of a German subsidiary, to be named by
the
Board of Directors, to handle our activities in Germany.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL
11.
PROPOSAL
12: To authorize and approve the establishment of an Irish subsidiary, to be
named by the Board of Directors, to handle our activities in
Ireland.
Vote
Required
The
affirmative vote of the holders of a majority of the votes present at the Annual
Meeting, in person or by proxy, entitled to vote and voting thereon at the
Annual Meeting is required to
authorize the Board of Directors to authorize and approve the establishment
of
an Irish subsidiary, to be named by the Board of Directors, to handle our
activities in Ireland.
The
Company plans to be very active in the Irish market and as a result it is in
the
process of establishing an Irish company to handle corporate operations in
Ireland.
The
Board
of Directors is asking the Stockholders to authorize the Board of Directors
to
approve and ratify the establishment of an Irish subsidiary, to be named by
the
Board of Directors, to handle our activities in Ireland.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL
12.
PROPOSAL
13: Ratification of Actions Taken by the Board of Directors since Our Last
Stockholder Meeting
Vote
Required
The
affirmative vote of the holders of a majority of the votes present at the Annual
Meeting, in person or by proxy, entitled to vote and voting thereon at the
Annual Meeting is required to
ratify
actions taken by the Board of Directors since our last Stockholder
meeting.
Since
our
last Stockholder meeting, your Board of Directors has taken various actions
which have been detailed in our annual, quarterly and other reports filed with
the Securities and Exchange Commission. We encourage each Stockholder to
carefully review all these filings and all other records, press releases and
other materials relating to the operations of the Company since the last
Stockholders meeting. Accordingly, the Board of Directors is asking the
Stockholders to affirm, approve and ratify all actions taken by the Board of
Directors since our last Stockholder meeting.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL
13.
ADDITIONAL
INFORMATION
Executive
Officers
Biographical
information for the current executive officers of the Company is set forth
below. Executive officers are designated as such and serve at the discretion
of
the Board, and until their successors have been duly elected and qualified,
unless sooner removed by the Board.
|
|
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Position
|
| |
|
|
|
|
|
Robert
P. Atwell
|
|
|
51
|
|
|
Chief
Executive Officer
|
|
George
Jackson
|
|
|
45
|
|
|
Chief
Financial Officer
|
Robert
P. Atwell, 51, Chairman, President and Chief Executive
Officer,
has
been President of the Company since March 19, 2003. Mr. Atwell is also the
President of The Atwell Group, Inc., which encompasses several companies that
Mr. Atwell has been affiliated with since 1978, including The Corporate
Solution, Inc. (1978), Eagle Consulting Group, Inc. (1996), The Atwell Group,
LLC (2004) and Camelot Films, Inc. (1978). Mr. Atwell’s companies specialize in
taking small companies public, securing and implementing assignments for a
variety of agencies and corporations including general business consulting,
corporate restructuring, mergers and acquisitions, corporate investigations
and
securities administration. Mr. Atwell has been involved in all aspects of motion
picture production and distribution. Mr. Atwell began his career in the
entertainment business in 1971, working initially in television and independent
film before establishing Camelot Films in 1978.
George
Jackson, 45, Director, Chief Financial Officer,
has
been
a Certified Public Accountant since 1984. He worked with the public accounting
firm of KPMG. While at KPMG he worked as a consultant and auditor on many film
companies including: Carolco Films, New World Pictures and others. He was the
co-founder, CEO and CFO of several fitness centers from 1985 to 1999. He was
responsible for managing companies with over $20 million in revenue, 540
employees in the United States and Asia, raising over $10 million in capital
and
managing the accounting departments and preparing financial statements for
Stockholders in the U.S. and Asia. He sold all his fitness center assets to
Bally Total Fitness in early 2000, netting a return to Stockholders of over
45%
on an annual basis. From 2000 to present he has developed more fitness centers
in Asia and been a director to several fitness companies. Mr. Jackson graduated
from the University of Southern California with a B.S. in Accounting in
1982.
Security
Ownership of Certain Beneficial Owners and Management
The
following table shows the amount of our Common Stock and Preferred Stock
beneficially owned, as of June 30, 2005, by (i) persons known by us
(based
upon Securities and Exchange Commission (“SEC”)
filings) to own 5% or more of our Common Stock and Preferred Stock,
(ii) each Named Executive Officer listed in the Summary Compensation
table
below, (iii) our directors and director nominees, and (iv) our
executive officers and directors as a group. Beneficial ownership is determined
in accordance with the rules of the SEC.
Except
as
indicated below, the address for each listed director and executive officer
is
c/o Camelot Entertainment Group, Inc., 2020 Main Street, Suite 990 Irvine,
CA
92614. Except as indicated by footnote, the persons named in the table have
sole
voting and investment power with respect to all Common Stock and Preferred
Stock
shown as beneficially owned by them. The number of shares of Common Stock
outstanding used in calculating the percentages in the table below includes
the
Common Stock underlying options or warrants held by such person that are
exercisable within 60 days of June 30, 2005, but excludes Common Stock
underlying options or warrants held by any other person. Percentage of
beneficial ownership is based on 144,275,964 shares of Common Stock that would
be issued and outstanding should all Preferred Stock be converted into Common
Stock at a future date, with 83,075,965 shares of Common Stock currently issued
and outstanding as of June 30, 2005. Percentage of voting shares is based on
5,438,075,064 voting shares of Common Stock as of June 30, 2005.
|
Name
of Beneficial
Owner
|
Shares
Beneficially
Owned
|
Percent
|
Total
Votes
|
Percent
|
|
Total
Common Stock (1)
|
144,275,964
|
100%
|
5,438,075,964
|
100%
|
| |
|
|
|
|
|
Albert
Golusin (2)
|
5,108,962
|
3.5%
|
5,108,962
|
0.09%
|
|
AM
Management Group, Inc. (3)
|
5,179,333
|
3.6%
|
5,179,333
|
0.10%
|
| |
|
|
|
|
|
Non-Management
Beneficial Owners:
|
10,288,295
|
7.1%
|
10,288,295
|
0.19%
|
| |
|
|
|
|
|
Common
Shares Controlled by
Robert
P. Atwell, Chairman:
|
|
|
|
|
| |
|
|
|
|
|
Eagle
Consulting Group, Inc. (4)
|
21,346,456
|
14.8%
|
21,346,456
|
0.39%
|
|
The
Atwell Group, LLC (5)
|
5,000,000
|
3.5%
|
5,000,000
|
0.09%
|
|
The
Corporate Solution, Inc. (6)
|
3,500,100
|
2.4%
|
3,500,100
|
0.06%
|
|
Love
Bug Management Corporation (7)
|
700
|
0%
|
700
|
0%
|
|
Tamara
Atwell (8)
|
200
|
0%
|
200
|
0%
|
|
Robert
P. Atwell (9)
|
15,090,829
|
10.5%
|
15,090,829
|
0.28%
|
|
Robert
P. Atwell (10)
|
10,200,000
|
7.1%
|
255,000,000
|
4.69%
|
|
Robert
P. Atwell (11)
|
51,000,000
|
35.3%
|
5,100,000,000
|
93.78%
|
| |
|
|
|
|
|
Total
Common Shares Controlled
by
Mr. Atwell:
|
106,138,285
|
73.6%
|
5,399,938,285
|
99.29%
|
|
TOTAL
5% Stockholders as a Group
|
116,426,580
|
80.7%
|
5,410,226,580
|
99.48%
|
| |
|
|
|
|
|
Preferred
Shares Controlled
by
Mr. Atwell:
|
|
|
|
|
| |
|
|
|
|
|
Robert
P. Atwell (Series A) (12)
|
5,100,000
|
|
255,000,000
|
100%
|
|
Robert
P. Atwell (Series B) (13)
|
5,100,000
|
|
5,100,000,000
|
100%
|
| |
|
|
|
|
Notes:
(1) Represents all common shares currently outstanding (83,075,965) plus all
common shares that could be converted at a later date. (2) Currently owns
greater than 5% of the present Common Stock issued and outstanding, excluding
common shares that could be issued as a result of a future Preferred Stock
conversion. (3) Currently owns greater than 5% of the present Common Stock
issued and outstanding, excluding common shares that could be issued as a result
of a future Preferred Stock conversion (4) Controlled by Mr. Atwell. (5)
Controlled by Mr. Atwell. (6) Controlled by Mr. Atwell. (7) Controlled by Tamara
Atwell, wife of Mr. Atwell. (8) Tamara Atwell is the wife of Mr. Atwell. (9)
Shares issued personally to Mr. Atwell. (10) Common Shares that are controlled
by Mr. Atwell through his ownership of Series A Preferred Stock. (11) Common
Shares that are controlled by Mr. Atwell through his ownership of Series B
Preferred Stock. (12) Each share of Series A Preferred Stock is convertible
into
2 shares of Common Stock; 50 to 1 Voting Rights per share of Series A Preferred
Stock. (13) Each share of Series B Preferred Stock is convertible into 10 shares
of Common Stock; 1,000 to 1 Voting Rights per share of Series B Preferred
Stock.
The
number of shares of common stock owned are those "beneficially owned" as
determined under the rules of the SEC, including any shares of common stock
as
to which a person has sole or shared voting or investment power and any shares
of common stock which the person has the right to acquire within 60 days through
the exercise of any option, warrant or right. All shares are held beneficially
and of record and each record Stockholder has sole voting and investment power.
The
following table sets forth as of June 30, 2005, certain information, based
on
information obtained from the persons named below, with respect to the
securities ownership of the common stock by Management.
|
Name
of Management Person
|
Shares
Beneficially
Owned
|
Percent
|
Total
Votes
|
Percent
|
|
Total
Common Stock (1)
|
144,275,964
|
100%
|
5,438,075,964
|
100%
|
| |
|
|
|
|
|
Robert
P. Atwell (See Detail Below)
2020
Main Street, Suite 990
Irvine,
CA 92614
|
106,138,285
|
73.56%
|
5,399,938,285
|
99.29%
|
|
H.K.
Dyal
2020
Main Street, Suite 990
Irvine,
CA 92614
|
1,000,200
|
0.69%
|
1,000,200
|
0.02%
|
|
Jane
Olmstead
7474
East Arkansas #1204
Denver
CO 80231
|
1,859,552
|
1.29%
|
1,859,552
|
0.03%
|
|
Rounsevelle
Schaum (2)
294
Valley Road
Middletown
RI 02842
|
1,100,000
|
0.76%
|
1,100,000
|
0.02%
|
|
George
Jackson
2020
Main Street, Suite 990
Irvine,
CA 92614
|
1,444,440
|
1.00%
|
1,444,440
|
0.03%
|
| |
|
|
|
|
|
Management
Owners:
|
111,542,477
|
77.30%
|
5,405,342,477
|
99.39%
|
| |
|
|
|
|
|
Common
Shares Controlled by Mr. Atwell:
|
|
|
|
|
| |
|
|
|
|
|
Eagle
Consulting Group, Inc. (3)
|
21,346,456
|
14.8%
|
21,346,456
|
0.39%
|
|
The
Atwell Group, LLC (4)
|
5,000,000
|
3.5%
|
5,000,000
|
0.09%
|
|
The
Corporate Solution, Inc. (5)
|
3,500,100
|
2.4%
|
3,500,100
|
0.06%
|
|
Love
Bug Management Corporation (6)
|
700
|
0%
|
700
|
0%
|
|
Tamara
Atwell (7)
|
200
|
0%
|
200
|
0%
|
|
Robert
P. Atwell (8)
|
15,090,829
|
10.5%
|
15,090,829
|
0.28%
|
|
Robert
P. Atwell (9)
|
10,200,000
|
7.1%
|
255,000,000
|
4.69%
|
|
Robert
P. Atwell (10)
|
51,000,000
|
35.3%
|
5,100,000,000
|
93.78%
|
| |
|
|
|
|
|
Total
Common Shares Controlled
by
Mr. Atwell:
|
106,138,285
|
73.6%
|
5,399,938,285
|
99.29%
|
|
Total
Management as a Group
|
111,542,477
|
77.30%
|
5,405,342,477
|
99.39%
|
| |
|
|
|
|
|
Preferred
Shares Controlled
by
Mr. Atwell:
|
|
|
|
|
| |
|
|
|
|
|
Robert
P. Atwell (Series A) (11)
|
5,100,000
|
|
255,000,000
|
100%
|
|
Robert
P. Atwell (Series B) (12)
|
5,100,000
|
|
5,100,000,000
|
100%
|
| |
|
|
|
|
Notes:
(1) Represents all common shares currently outstanding (83,075,965) plus all
common shares that could be converted at a later date. (2) Includes shares
owned
by members of Mr. Schaum’s family. (3) Controlled by Mr. Atwell. (4) Controlled
by Mr. Atwell. (5) Controlled by Mr. Atwell. (6) Controlled by Tamara Atwell,
wife of Mr. Atwell. (7) Tamara Atwell is the wife of Mr. Atwell. (8) Shares
issued personally to Mr. Atwell. (9) Common Shares that are controlled by Mr.
Atwell through his ownership of Series A Preferred Stock. (10) Common Shares
that are controlled by Mr. Atwell through his ownership of Series B Preferred
Stock. (11) Each share of Series A Preferred Stock is convertible into 2 shares
of Common Stock; 50 to 1 Voting Rights per share of Series A Preferred Stock.
(12) Each share of Series B Preferred Stock is convertible into 10 shares of
Common Stock; 1,000 to 1 Voting Rights per share of Series B Preferred Stock.
The
number of shares of common stock owned are those "beneficially owned" as
determined under the rules of the Securities and Exchange Commission, including
any shares of common stock as to which a person has sole or shared voting or
investment power and any shares of common stock which the person has the right
to acquire within 60 days through the exercise of any option, warrant or right.
Other
than as listed herein, no officer, director or security holder listed above
owns
any warrants, options or rights.
All
shares are held beneficially and of record and each record Stockholder has
sole
voting and investment power. The address at which each Executive Officer and
Director can be reached is the Company's headquarters.
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, requires the
Company’s executive officers and directors and persons who own more than
10 percent of the Company’s Common Stock to file an initial report of
ownership on Form 3 and changes in ownership on Form 4 or 5 with
the
SEC. Executive officers, directors and greater than 10 percent Stockholders
are also required by SEC rules to furnish the Company with copies of all
Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons, the Company believes
that, with respect to fiscal year 2004, all filing requirements applicable
to
its executive officers, directors and 10 percent Stockholders were
met.
Certain
Relationships and Related Transactions
RELATIONSHIP
AMONG DIRECTORS OR EXECUTIVE OFFICERS
There are no family relationships between any director or executive officer
and
any other director or executive officer.
COMPENSATION
OF DIRECTORS
At present, no directors are compensated for serving as members of the Board,
although all directors are entitled to be reimbursed for certain expenses in
connection with attendance at Board and committee meetings.
BOARD
MEETINGS AND COMMITTEES
The Board held a total of six
meetings
(including regularly scheduled and special meetings) during fiscal 2004. With
the exception of Mr. Schaum,
each of
the incumbent directors attended at least 75% of the aggregate of all meetings
of the Board and any meetings of committees of the Board on which he or she
served.
The Board has a standing Audit Committee and Compensation Committee. The Board
does not currently have a formal nominating committee or a governance committee.
The functions customarily performed by nominating and governance committees
are
performed by the independent members of the Board who make recommendations
to
the full Board regarding candidates for nomination and the size and composition
of the Board. The independent members of the Board monitor the mix of skills,
experience and background of the Board to ensure it maintains the necessary
composition to effectively perform its oversight functions. The independent
members of the Board will from time to time solicit and receive recommendations
for candidates from members of the Board, senior level executives, individuals
personally known to the members of the Board, and third party search firms
as
appropriate. In order to be considered for membership on the Board, a candidate
should possess, at a minimum, the following qualifications:
| |
|
|
|
|
•
|
high
personal and professional ethics and integrity;
|
|
|
|
|
|
|
•
|
commitment
to representing the long-term interests of Stockholders;
|
|
|
|
|
|
|
•
|
objectivity,
practical and mature judgment; and
|
|
|
|
|
|
|
•
|
willingness
to understand the business of the Company and to devote adequate
time to
carry out his or her duties.
|
The independent members of the Board believe that their processes effectively
serve the functions of nominating and governance committees, and do not believe
there is a need for a separate, formal nominating or governance committee.
Although there is no formal policy regarding Stockholder nominees, the
independent members of the Board believe that Stockholder nominees should be
viewed in substantially the same manner as other nominees. The consideration
of
any candidate for director will be based on the independent members of the
Board’s assessment of the individual’s background, skills and abilities, and if
such characteristics qualify the individual to fulfill the needs of the Board
at
that time. Stockholders wishing to propose nominees for consideration for the
Board should submit the candidate’s name and qualifications to our Corporate
Secretary prior to the deadlines set forth under “Deadline
for Future Proposals of Stockholders”
in this
Proxy Statement.
Audit
Committee
The
Audit Committee currently consists of Mr. Jackson and Mrs. Olmstead.
As
described in more detail in the Report of the Audit Committee in this Proxy
Statement, the Audit Committee is responsible for assisting the Board of
Directors in its oversight of our accounting and financial reporting processes,
the audits of our financial statements, and our system of internal controls.
The
Audit Committee held two
meetings
(including regularly scheduled and special meetings) in fiscal 2004. It is
anticipated that the Audit Committee will expand to three members during fiscal
year 2005.
Compensation
Committee
The Compensation Committee currently consists of Mr. Jackson and Mrs.
Olmstead. As described in more detail in the Report of the Compensation
Committee in this Proxy Statement, the Compensation Committee reviews and
approves all forms of compensation to be provided to our
executive officers, consults with management regarding compensation and benefits
for non-executive officers and other employees, and oversees our compensation
and benefits policies generally. The Compensation Committee held two
meetings
(including regularly scheduled and special meetings) in fiscal 2004.
Communication
with the Board
Stockholders may send communications to the Board of Directors by writing to
them at Camelot Entertainment Group, Inc., Attention: Chief Financial Officer,
2020 Main Street, Suite 990 Irvine, CA 92614. All Stockholder communications
will be reviewed by the Chief Financial Officer and forwarded to the Board
if
appropriate. Our Chief Financial Officer reserves the right to not forward
to
board members any abusive, threatening, or otherwise inappropriate materials.
Directors’
Attendance at Annual Meetings of Stockholders
Although we do not have a formal policy regarding attendance by members of
the
Board at our Annual Meeting, we encourage directors to attend.
EXECUTIVE
COMPENSATION
The
following table sets forth the compensation earned for services rendered to
us
in all capacities for fiscal year 2004 by our Chief Executive Officer and our
Chief Financial Officer(s) who were serving as executive officers of the Company
as of December 31, 2004 (collectively, referred to “Named
Executive Officers”
in this
Proxy Statement):
Summary
Annual Compensation Table
|
Name
and Principal Position
|
Year
|
2004
Salary
|
2004
Bonus
|
Other
Annual Compensation
|
Long
term Compensation Awards
Securities
Underlying Options
|
|
Robert
P. Atwell
Chairman,
CEO (1)
|
2004
|
$250,000
(1)
|
$0
|
$0
|
0
|
|
Albert
Golusin
Director,
CFO (2)
|
2004
|
$75,000
(2)
|
$0
|
$0
|
0
|
|
Jane
Olmstead
Director,
CFO (3)
|
2004
|
$25,000
(3)
|
$0
|
$0
|
0
|
Notes
to
Summary Annual Compensation Table: (1) Paid in Common Stock. Excludes stock
received by two companies controlled by Mr. Atwell which have consulting
agreements with the Company. (2) Paid in Common Stock. Resigned on November
30,
2004. (3) Paid in Common Stock. Served as Interim CFO from December 1, 2004
until March 31, 2005. George Jackson became CFO on April 1, 2005.
Stock
Option Grants in Last Fiscal Year
None.
Employment
Agreements and Change of Control Arrangements
None of the Named Executive Officers currently has an employment agreement
with
us. We expect to enter into formal agreements during fiscal year 2005. We do
have consulting agreements with Eagle Consulting Group, Inc. and The Corporate
Solution, Inc., certain terms and conditions of which are expected to be
incorporated into an employment agreement with Robert P. Atwell. Mr. Atwell
controls both companies.
REPORT
OF THE COMPENSATION COMMITTEE
OF
THE BOARD OF DIRECTORS
The Compensation Committee of the Board is providing the following report on
executive compensation in accordance with the rules and regulations of the
SEC.
This report outlines the policies of the Compensation Committee with respect
to
executive compensation, the various components of the Company’s compensation
program for executive officers, and the basis on which the 2004 compensation
for
the
Company’s
Chief
Executive Officer was determined.
The
information contained in the following report shall not be deemed to be
“soliciting
material”
or to be
“filed”
with the
SEC, nor shall such information be incorporated by reference into any future
filing under the Securities Act of 1933 or the Securities Exchange Act of 1934,
except to the extent that the Company specifically incorporates it by reference
into such filing.
General
The Compensation Committee’s functions include:
| |
|
|
|
|
•
|
determining
all forms of compensation of the Company’s Chief Executive Officer;
|
|
|
|
|
|
|
•
|
reviewing
and approving all forms of compensation for the other executive officers,
including salary, bonuses and stock options;
|
|
|
|
|
|
|
•
|
consulting
with management regarding compensation and benefits for non-executive
officers and other employees; and
|
|
|
|
|
|
|
•
|
overseeing
our compensation and benefits policies generally.
|
Compensation
Policies
The
Company’s
executive compensation policies have two principal goals: (1) attracting,
rewarding and retaining executives, and (2) motivating executives to
achieve short-term and long-term corporate goals that enhance stockholder value.
Accordingly, the Compensation Committee’s objectives are to:
| |
|
|
|
|
•
|
offer
compensation opportunities that attract and retain executives whose
abilities are critical to the Company’s long-term success and motivate
individuals to perform at their highest level;
|
| |
|
|
|
|
•
|
tie
in a significant portion of the executive’s total compensation to
achievement of financial, organizational, management and personal
performance goals; and
|
|
|
|
|
|
|
•
|
reward
outstanding individual performance by an executive officer that
contributes to the
Company’s
long-term success.
|
Compensation
of Executive Officers Generally
The
Company’s
compensation program for its executives will emphasize variable compensation,
primarily through grants of short and long term performance based incentives.
Executive compensation will generally consist of the following: (i) base
salary; (ii) incentive bonuses; and (iii) long-term equity incentive
awards in the form of stock option grants. Each executive officer’s compensation
package will be designed to provide an appropriately weighted mix of these
elements. We expect to implement our compensation program during fiscal year
2005.
Base
Salary.
Base
salary levels for each of the Company’s executive officers, including the Chief
Executive Officer, are expected to be set within a range of base salaries that
the Board (through the Compensation Committee or in its entirety) believes
reflect market salaries for similar executive officers at comparable companies.
Commercially available compensation surveys are expected to be used to determine
that such range is at or near the levels paid by comparable companies engaged
in
the motion picture industry and located within comparable geographical
locations. The Board does not expect to use formulas but instead plans to
exercise its judgment based on considerations including overall responsibilities
and the importance of these responsibilities to the Company’s success,
experience and ability, past short-term and long-term job performance and salary
history. In addition, in reviewing executive salaries generally and in setting
the salary of the Chief Executive Officer, the Compensation Committee generally
plans to take into account the Company’s past financial performance and future
expectations, as well as changes in the executives’ responsibilities.
Incentive
Bonuses.
The
Compensation Committee will recommend the payment of bonuses to provide an
incentive to executive officers to be productive over the course of each fiscal
year and to bring the total cash-based compensation to market levels. A portion
of these bonuses will be awarded if the Company achieves or exceeds certain
corporate performance objectives and a portion of these bonuses will be awarded
if the executive achieves or exceeds certain personal goals.
Equity
Incentives.
Stock
options will be used by the Company as long-term compensation to provide a
stock-based incentive to improve the Company’s financial performance and to
assist in the recruitment, retention and motivation of professional, managerial
and other personnel. Generally, stock options will be granted to executive
officers from time to time based primarily upon the individuals’ actual and/or
potential contributions to the Company and the Company’s financial performance.
Stock options will be designed to align the interests of the Company’s executive
officers with those of its Stockholders by encouraging executive officers to
enhance the value of the Company, the price of its Common Stock, and hence,
the
Stockholders’ return. In addition, the vesting of stock options over a period of
time is designed to create an incentive for the individual to remain with the
Company. The Company plans to grant options to the executives on an ongoing
basis to provide continuing incentives to the executives to meet future
performance goals and to remain with the Company.
Compensation
of the Chief Executive Officer and
Chief Financial Officer
The Compensation Committee annually reviews the performance and compensation
of
the Chief Executive Officer based on the assessment of his past performance,
its
expectation of his future contributions to the Company’s performance and the
compensation paid to chief executive officers of comparable companies. Robert
P.
Atwell served as the Company’s Chief Executive Officer in 2004. In 2004,
Mr. Atwell received a base salary of $250,000, for which he accepted
Common
Stock in lieu of cash consideration. Albert Golusin served as the Company’s
Chief Financial Officer for eleven months in 2004. Jane Olmstead served as
interim CFO for one month in 2004. Mr. Golusin received a base salary of
$75,000, for which he accepted Common Stock in lieu of cash consideration.
Mrs.
Olmstead received a base salary of $25,000, for which she accepted Common Stock
in lieu of cash consideration.
For
2005, the Compensation Committee recommended, and the Audit Committee and Board
have approved, setting the base salary of Mr. Atwell to be $250,000
and
setting the base salary of the CFO to be $100,000. The Compensation Committee
believes the compensation to be paid to Mr. Atwell and the CFO for 2005
is
reasonable.
Policy
with Respect to Qualifying Compensation for Deductibility
Section 162(m) of the Internal Revenue Code imposes a limit on tax
deductions for annual compensation (other than performance-based compensation)
in excess of one million dollars paid by a corporation to its chief executive
officer or any of its other four most highly compensated executive officers
in a
single year. The Company has not established a policy with regard to Section
162(m) of the Code, since the Company has not and does not currently anticipate
paying cash compensation in excess of one million dollars per annum to any
employee. The Board of Directors will continue to assess the impact of Section
162(m) on its compensation practices and determine what further action, if
any,
may be appropriate in the future.
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SUBMITTED
BY THE COMPENSATION COMMITTEE
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George
Jackson
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Jane
Olmstead
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REPORT
OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee of the Company’s Board is providing the following report in
accordance with the rules and regulations of the SEC. The information contained
in the following report shall not be deemed to be “soliciting
material”
or to be
“filed”
with the
SEC, nor shall such information be incorporated by reference into any future
filing under the Securities Act of 1933 or the Securities Exchange Act of 1934,
except to the extent that the Company specifically incorporates it by reference
into such filing.
Audit
Committee Membership
The Audit Committee of our Board of Directors consists of two members one of
which is not our employee or an employee of our subsidiaries. One member of
the
Audit Committee, Jane Olmstead, qualifies as an “independent”
director. The members of the Audit Committee for fiscal year 2004 were George
Jackson and Jane Olmstead. We expect Mr. Jackson and Mrs. Olmstead to continue
on the Audit Committee for fiscal year 2005.
Role
of the Audit Committee
The purpose of the Audit Committee is to assist the Board of Directors in its
oversight of our accounting and financial reporting processes, the audits of
our
financial statements, and our system of internal controls. The Audit Committee’s
primary responsibilities are to:
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appoint,
compensate, and oversee the work of the independent auditor;
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review
the independent auditor’s activities, performance, independence and fee
arrangements;
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request
certain information from, and discuss certain matters with, the
independent auditor as required by applicable accounting standards;
and
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review
with management, before release, our audited annual financial statements
and unaudited interim financial statements, including the “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”
section of our annual report on Form 10-K and quarterly reports
on
Form 10-Q.
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Management
is responsible for: (i) the preparation and presentation of our financial
statements; (ii) our accounting and disclosure principles; and (iii)
our
internal controls over financial reporting designed to ensure compliance with
accounting standards, applicable laws and regulations. Epstein Weber and
Conover, PLC, of Scottsdale, Arizona, our independent auditor for fiscal 2004,
was responsible for performing an independent audit of the consolidated
financial statements in accordance with auditing standards generally accepted
in
the United States. The Audit Committee has appointed Epstein Weber and Conover,
PLC, of Scottsdale, Arizona, our independent auditor for fiscal
2005.
Review
of Audited Financial Statements for Fiscal Year ended December 31,
2004
Our Audit Committee has reviewed and discussed our audited financial statements
with management. In addition, the Audit Committee has discussed with Epstein
Weber and Conover, PLC, our independent auditors, the matters required to be
discussed by Statement on Auditing Standards No. 61 (Communications
with
Audit Committees).
Based on the review and discussions referred to above, the Audit Committee
recommended to our Board of Directors, and it approved and ratified, the
inclusion of the audited consolidated financial statements in our Annual Report
on Form 10-K for the year ended December 31, 2004, as filed with
the
SEC.
Members of the Audit Committee rely without independent verification on the
information provided to them and on the representations made by management
and
the independent auditor. Accordingly, the Audit Committee oversight does not
provide an independent basis to determine that management has maintained
appropriate accounting and financial reporting principles or appropriate
internal controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. Furthermore, the Audit
Committee’s considerations and discussions referred to above do not assure that
the audit of our financial statements has been carried out in accordance with
generally accepted auditing standards, which the financial statements are
presented in accordance with generally accepted accounting principles or that
Epstein Weber and Conover, PLC, was in fact “independent.”
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SUBMITTED
BY THE AUDIT COMMITTEE
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George
Jackson
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Jane
Olmstead
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DEADLINE
FOR FUTURE PROPOSALS OF STOCKHOLDERS
Proposals of Stockholders intended for inclusion in the proxy statement to
be
furnished to all Stockholders entitled to vote at the 2006 Annual Meeting
pursuant to SEC Rule 14a-8 must be received by the Secretary of the
Company
at the Company’s principal executive offices in Irvine, California not later
than May 15, 2006. Stockholders wishing to bring a proposal before our 2006
Annual Meeting (but not include it in our proxy materials) must provide written
notice of the proposal to the Secretary of the Company at the Company’s
principal executive offices in San Marcos, California not later than
June 30, 2006. In order to curtail controversy as to the date upon which
such written notice is received by the Company or its U.S. subsidiary,
it
is suggested that such notice be submitted by Certified Mail, Return Receipt
Requested, or a similar method which confirms the date of receipt.
OTHER
PROPOSED ACTION
The Board is not aware of any other matters to be presented at the meeting.
By
Order
of the Board of Directors,
/s/
Robert P. Atwell, Chairman
Dated:
June 30, 2005
PROXY
Camelot
Entertainment Group, Inc.
August
24, 2005
This
proxy is solicited on behalf of the Board of Directors.
The
undersigned Stockholder of Camelot Entertainment Group, Inc. acknowledges
receipt of the notice of annual Stockholder meeting dated June 17, 2005, and
accompanying proxy statement, and appoints _________________ as proxies and
attorneys-in-fact, each with the full power of substitution, on behalf and
in
the name of the undersigned, to vote all the shares of common stock, $.001
par
value, of Camelot Entertainment Group, Inc., the undersigned hold of record
as
of June 30, 2005, at the annual Stockholder meeting to be held on August 24,
2005, 10:00 a.m. PST at Camelot Entertainment Group, Inc., 2020 Main Street,
Suite 990, Irvine, California 92069, United States, and at any postponement
or
adjournment of such meeting.
Any
Stockholder completing this proxy who fails to mark one of the boxes for the
proposal will be deemed to have given the proxy holders complete discretion
in
voting his, her, or its shares on the proposal at the annual meeting.
If
no mark is made, the proxy will be voted “For” the
proposal.
If a box
is marked, your shares shall be voted according to your
instructions.
The
Board
of Directors recommends a vote “For” the proposals listed below.
PROPOSAL
1: To ratify the appointment of one director to serve on the Board of Directors
of the Company for a term of two (2) years and elect one director to serve
on
the Board of Directors for one (1) year as set forth in Proposal 1 or, if
proposal 1 is not approved, until the next Annual Meeting, or until a successor
has been duly elected and qualified.
Ratify
Appointment of George Jackson:
(_____)
For
(_____)
Against
(_____)
Abstain
Nominee:
Jane Olmstead
(_____)
For
(_____)
Against
(_____)
Abstain
PROPOSAL
2: To ratify the establishment of Camelot Features, Inc., a Nevada corporation,
Ferris Wheel Films, Inc., a Nevada corporation, Camelot Distribution Group,
Inc., a Nevada corporation, Camelot Production Services Group, Inc., a Nevada
corporation, and the acquisition of Camelot Technologies, Inc., a Nevada
corporation; with each to be a wholly owned subsidiary of the
Company.
(_____) For
(_____)
Against
(_____)
Abstain
PROPOSAL
3: To authorize the Board of Directors to prepare and file registration
statements and/or exemptions with various state agencies and the Securities
and
Exchange Commission for the initial funding of the Camelot Films, Ferris Wheel
Films and Camelot Distribution Group business models which the board estimates
a
current need of $25,000,000.
(_____) For
(_____)
Against
(_____)
Abstain
PROPOSAL
4: To authorize the Board of Directors to issue shares of the Company’s $.001
par value common and $.001 par value preferred stock to facilitate the funding
requirements, which the Board of Directors currently estimates will be a minimum
of 50 million shares of common stock or the equivalent in preferred stock,
or a
combination thereof.
(_____) For
(_____)
Against
(_____)
Abstain
PROPOSAL
5: Upon the initial funding of the Camelot Films, Ferris Wheel Films and Camelot
Distribution Group business models, to take all steps necessary to list the
Company’s common and/or preferred stock on the American Stock
Exchange.
(_____) For
(_____)
Against
(_____)
Abstain
PROPOSAL
6: To take all steps necessary to list the Company’s common and/or preferred
stock on the London Stock Exchange or the London AIM market.
(_____) For
(_____)
Against
(_____)
Abstain
PROPOSAL
7: To take all steps necessary to list the Company’s common and/or preferred
stock on one of the German Stock Exchanges.
(_____) For
(_____)
Against
(_____)
Abstain
PROPOSAL
8: Authorize the Board of Directors, should the Board of Directors deem it
necessary, to amend the Articles of Incorporation of Camelot Entertainment
Group, Inc. in order to increase the aggregate number of common and preferred
shares from 200,000,000 up to a maximum of 400,000,000 for the purpose of
securing funding for the Company and its subsidiaries and securing exchange
and/or market listings for the Company.
(_____) For
(_____)
Against
(_____)
Abstain
PROPOSAL
9: Authorize the Board of Directors, should the Board of Directors deem it
necessary, to amend the Articles of Incorporation of Camelot Entertainment
Group, Inc., or to take any other action the Board of Directors deem necessary,
including, but not limited to, implementing a reverse split of the common and/or
preferred shares, in order to decrease the aggregate number of common and/or
preferred shares for the purpose of securing funding for the Company and its
subsidiaries and securing exchange and/or market listings for the
Company.
(_____) For
(_____)
Against
(_____)
Abstain
PROPOSAL
10: To authorize and approve the establishment of a British subsidiary, to
be
named by the Board of Directors, to handle our activities in the United
Kingdom.
(_____) For
(_____)
Against
(_____)
Abstain
PROPOSAL
11: To authorize and approve the establishment of a German subsidiary, to be
named by the Board of Directors, to handle our activities in
Germany.
(_____) For
(_____)
Against
(_____)
Abstain
PROPOSAL
12: To authorize and approve the establishment of an Irish subsidiary, to be
named by the Board of Directors, to handle our activities in
Ireland.
(_____) For
(_____)
Against
(_____)
Abstain
PROPOSAL
13: To ratify all actions taken by the directors since the last Stockholder
meeting.
(_____) For
(_____)
Against
(_____)
Abstain
Please
sign exactly as your name appears on your stock certificate. If joint tenants
hold the shares, both should sign personally. When signing as attorney-in-fact,
executor, administrator, trustee, guardian, or another fiduciary capacity,
please give your full title. If signing on behalf of a corporation, please
sign
in fully corporate name by president or other authorized person. If a
partnership, please sign in partnership name by authorized person.
Date
Signed: _____________________, 2005
Number
of
Shares Owned: ___________________________
Print
Name(s) of Stockholder(s): ___________________________
___________________________
Signature
(all joint tenants must sign): ___________________________
___________________________