UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): February 18, 2010
CAMELOT
ENTERTAINMENT GROUP INC.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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Delaware
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000-3078
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52-2195605
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(IRS
Employee Identification No.)
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8001
Irvine Center Drive, Suite 400, Irvine, CA
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92618
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(949)
754 3030
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
3 - Securities and Trading Markets
Item
3.02 Unregistered Sales of Equity Securities
From
February 11, 2010 through February 19, 2010, a total of 1 individual was issued
a total of 125,000,000 shares of the Company’s common stock in consideration of
services to the Company valued at $12,500. The shares were issued
pursuant to the Company’s 2009 Stock Option and Issuance Plan which was
registered with the Securities and Exchange Commission under the Securities Act
of 1933, as amended.
From
February 11, 2010 through February 19, 2010, a total of 1 entity was issued a
total of 925,868,072 shares of the Company’s restricted common stock in
consideration of advances, expenses paid and services to the Company valued at
$92,868. The Company relied on the exemption from registration
afforded pursuant to Section 4(2) under the Act due to the fact that the
issuance of the shares did not involve a public offering of
securities.
As a
result of the above issuances on February 18, 2010, as of February 19, 2010, the
Company had 5,580,343,975 shares issued and outstanding, of which 5,480,343,975
were outstanding.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
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CAMELOT
ENTERTAINMENT GROUP, INC.
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Dated:
February 19, 2010
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By:
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/s/ Robert P. Atwell |
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Robert
P. Atwell
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President
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