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:
o Preliminary Proxy
Statement Confidential,
For Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
x Definitive Proxy
Statement
o Definitive
Additional Materials
o 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:
1
(5) Total
fee paid:
Fee paid
previously with preliminary materials:________________________
o 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:______________________________________________________
2
CAMELOT
ENTERTAINMENT GROUP, INC.
8001
Irvine Center Drive, Suite 400
Irvine,
CA 92618
April 1,
2009
Dear
Fellow Stockholders:
You are
cordially invited to attend the 2009 Annual Meeting of Stockholders of Camelot
Entertainment Group, Inc. which will be held at the principal office of the
Company, 8001 Irvine Center Drive, Suite 400, Irvine, California at
1:00 p.m., local time, on Wednesday, May 13, 2009. The meeting will take
place in the main conference room, located just off the lobby as you exit the
elevator on the fourth floor. During the meeting, we will conduct the business
described in the Notice of Annual Meeting of Stockholders and Proxy Statement,
plus any new business that is properly brought before the
stockholders. We will be updating stockholders on all aspects of the
company’s operations and what our plans are for 2009 and beyond. I hope you will
be able to attend.
In
addition to mailing copies of the proxy materials to stockholders of record,
this year we are also following Securities and Exchange Commission rules which
enable us to provide proxy materials for the 2009 Annual Meeting on the
Internet. This allows us to provide our stockholders with the information they
need, while eventually lowering the cost of the delivery of the materials and
reducing the environmental impact of printing and mailing hard
copies. Stockholders of record will receive a notice with instructions on
how to access those documents over the Internet and request a paper copy of our
proxy materials, including this proxy statement, our 2008 Annual Report and a
form of proxy card. Stockholders whose shares are held in a brokerage account
will receive this information and voting instructions from their broker. In
subsequent years, we plan to provide proxy materials only through internet
requests.
The
purpose of the meeting is to elect two (2) members of the Company’s Board
of Directors; to ratify the selection of the independent registered public
accounting firm for the fiscal year ending December 31, 2009, and to
transact such other business as may properly come before the meeting or any
adjournment thereof. Our Board of Directors has fixed the close of business on
March 30, 2009 as the record date for the determination of shareholders
entitled to notice of and to vote at the meeting or any adjournment
thereof.
Whether
or not you plan to attend the Annual Meeting, it is important that you vote by
promptly completing, dating, signing and returning your proxy card by mail or
fax or following the voting instructions provided by your broker. If you attend
the Annual Meeting and decide to vote in person, you may revoke your
proxy.
In this
unprecedented time of economic turmoil and uncertainty, it is important for
stockholders to be fully informed. By attending the annual stockholders meeting,
stockholders will have the opportunity to ask questions and receive the latest
updates from Camelot’s management team. There have been a lot of changes and
exciting developments during the past year. We encourage every stockholder to
attend the meeting.
On behalf
of the directors, officers and employees of Camelot Entertainment Group, Inc., I
thank you for your continued support.
/s/ Robert P.
Atwell
Robert P. Atwell
Chairman
3
CAMELOT
ENTERTAINMENT GROUP, INC.
8001
Irvine Center Drive, Suite 400
Irvine,
CA 92618
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
To Be
Held on May 13, 2009
The 2009
Annual Meeting of the Stockholders (the “Annual Meeting”) of Camelot
Entertainment Group, Inc., a Delaware corporation (the “Company”), will be held at
the principal office of the Company, 8001 Irvine Center Drive, Suite 400,
Irvine, California on Wednesday, May 13, 2009 at 1:00 p.m.,
local time, for the following purposes:
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1.
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To
elect two (2) members of the Company’s Board of
Directors;
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2.
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To
ratify the selection of the independent registered public accounting firm
for the fiscal year ending December 31, 2009;
and
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3.
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To
transact such other business as may properly come before the meeting or
any adjournment thereof.
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Our Board of Directors has fixed the
close of business on March 30, 2009 as the record date for the
determination of shareholders entitled to notice of and to vote at the meeting
or any adjournment thereof. Only stockholders of record at the
close of business on the record date, March 30, 2009, 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.
Your
attention is directed to the following pages for information on voting and
obtaining a paper copy of the proxy materials for the Annual
Meeting.
You are
cordially invited to attend the Annual Meeting. The Board of Directors
encourages you to access the proxy materials and vote in person or by proxy by
following the instructions on the following pages.
By Order
of the Board of Directors
/s/
George Jackson
George Jackson
Secretary
Irvine,
California
April 1,
2009
4
CAMELOT
ENTERTAINMENT GROUP, INC.
8001
Irvine Center Drive, Suite 400
Irvine,
CA 92618
PROXY
STATEMENT
ANNUAL
MEETING OF STOCKHOLDERS
To
Be Held May 13, 2009
About
this Proxy Statement
This
Proxy Statement is being made available on or about April 1, 2009 to the holders
of common stock (the “common
stock”) of Camelot Entertainment Group, Inc. (the “Company”) in connection with
the solicitation by the Board of Directors of the Company of proxies for use at
the Annual Meeting of Stockholders (the “Annual Meeting”) to be held
on May 13, 2009, or at any adjournment thereof. The purposes of the Annual
Meeting and the matters to be acted upon are set forth in the accompanying
Notice of Annual Meeting of Stockholders. As of the date of this Proxy
Statement, the Board of Directors is not aware of any other matters that will
come before the Annual Meeting. However, if any other matters properly come
before the Annual Meeting, the persons named as proxies will vote on them in
accordance with their best judgment.
Voting
Instructions for Stockholders of Record
If you
hold a stock certificate for shares in your name you are considered a
stockholder of record (or registered stockholder) of those shares. You may vote
by mail or fax or by attending the Annual Meeting.
Voting
by Mail
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Request
a paper copy of a Proxy Card as instructed
below.
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Return
your signed and dated proxy card for receipt by May 13, 2009 at 1 p.m.
PST, the date of the Annual
Meeting.
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Voting
by Fax
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Request
a paper copy of a Proxy Card as instructed
below.
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•
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Fax
your signed and dated Proxy Card to the number on the Proxy Card for
receipt by 1:00 p.m. May 13, 2009, the date of the Annual
Meeting.
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Voting
in Person
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You
may vote in person at the annual meeting, even if you already voted by
mail or fax and your vote at the meeting will supersede any prior
vote.
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Voting
Instructions for Beneficial Owners
If your
shares are held in a stock brokerage account you are considered the beneficial
owner of shares held in street name. You may vote by Internet, telephone, mail
or in person.
Voting
on the Internet
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You
will receive instructions in the mail and/or as sent to you by your broker
or nominee. Once you receive the instructions, simply follow the on-screen
instructions.
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Voting
by Telephone
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Request
a paper copy of a proxy card as instructed below and call the number on
the Voting Instruction Form you will receive from your broker or
nominee.
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Voting
by Mail
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Request
a paper copy of a proxy card as instructed below and follow the
instructions included on the Voting Instruction Form sent to you by your
broker or nominee.
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5
Voting
in Person
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Since
you are not a stockholder of record, you may not vote your shares in
person at the meeting unless you have a proxy from the bank, broker,
trustee or nominee that holds your shares giving you the right as
beneficial owner to vote your shares at the meeting. To request a proxy,
follow the instructions at www.camelotfilms.com. You must also bring to
the annual meeting a letter from the nominee confirming your beneficial
ownership of the shares.
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To
Request a Paper Copy of Proxy Materials or Proxy Card for 2009 Annual Meeting of
Stockholders:
Stockholders
of Record
If you
are a stockholder of record and you prefer to receive a paper copy of our proxy
materials and/or proxy card, you must request one if you have not received one
by mail. There is no charge to you for requesting a copy. Please make your
request for a copy in one of the following ways on or prior to April 24,
2009 to facilitate timely delivery:
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Internet: www.camelotfilms.com
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Telephone: Call
949-754-3030
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E-mail: Send an e-mail
to bob@camelotfilms.com with “proxy materials order”
in the subject field and include your name, address and Account Number
from the label on the Notice of Internet Availability you received from
the Company.
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Beneficial
Owners
If you
are a stockholder who holds your stock in street name through your broker or
other nominee and you prefer to receive a paper copy of our proxy materials
and/or proxy card, you must request one. There is no charge to you for
requesting a copy. Please make your request for a copy in one of the following
ways on or prior to April 24, 2009 to facilitate timely
delivery:
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Internet: www.camelotfilms.com
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Telephone: Call
949-754-3030
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•
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E-mail: Send an e-mail
to bob@camelotfilms.com with the
control number that appears on the Notice sent to you from your broker or
nominee in the subject line.
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Revocability
and Voting of Proxy
Any
stockholder who gives a proxy may revoke it at any time before it is voted by
delivering to the Secretary of the Company a written notice of revocation or a
duly executed proxy bearing a later date, or by voting in person at the Annual
Meeting. All proxies properly executed and returned will be voted in accordance
with the instructions specified thereon. If no instructions are given, proxies
will be voted FOR the election of the nominees of the Board of Directors and FOR
Proposal No. 2.
Record
Date and Voting Rights
Only
stockholders of record at the close of business on March 30, 2009 are
entitled to notice of and to vote at the Annual Meeting or at any adjournment
thereof. On March 30, 2009, there were 7,056,334,758 shares of common stock
outstanding. Each such share of common stock is entitled to one vote on each of
the matters to be presented at the Annual Meeting. The holders of a majority of
the voting rights outstanding represented by shares of common stock present in
person or by proxy and entitled to vote, will constitute a quorum at the Annual
Meeting.
Proxies
marked “withheld” as to
any director nominee or “abstain” or “against” as to a particular
proposal and broker non-votes will be counted for purposes of determining the
presence or absence of a quorum.
“Broker non-votes” are shares
held by brokers or nominees which are present in person or represented by proxy,
but which are not voted on a particular matter because instructions have not
been received from the beneficial owner. The effect of proxies marked “withheld” as to any director
nominee or “abstain” or
“against” as to a
particular proposal and broker non-votes on each Proposal is discussed under
each respective Proposal.
6
PROPOSAL
NO. 1
ELECTION
OF DIRECTORS
Two
(2) directors will be elected at the Annual Meeting to hold office until
the 2014 annual meeting and until their successors are elected and have
qualified. Unless otherwise instructed, the proxy holders named in the enclosed
proxy will vote the proxies received by them for the six nominees named
below.
Each
nominee has indicated that he is willing and able to serve as director if
elected. If any nominee becomes unavailable for any reason before the election,
proxies will be voted for the election of such substitute nominee or nominees,
if any, as shall be designated by the Corporate Governance and Nominating
Committee of the Board of Directors. The Corporate Governance and Nominating
Committee has no reason to believe that any of the nominees will be unavailable
to serve.
Vote
Required
The two
nominees who receive the highest number of affirmative votes of the shares
present in person or represented by proxy and entitled to vote, a quorum being
present, shall be elected as directors. Only votes cast “FOR” a nominee will be
counted, except that the accompanying proxy will be voted for all nominees in
the absence of instructions to the contrary. Broker non-votes and proxies marked
“withheld” as to one or
more nominees will result in the respective nominees receiving fewer votes.
However, the number of votes otherwise received by the nominee will not be
reduced by such action.
THE
BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF
THE NOMINEES NAMED BELOW.
Nominees
of the Board of Directors
The
following sets forth certain information about the nominees of the Board of
Directors for election as directors at the Annual Meeting. Each of the nominees
has been recommended for election by the Corporate Governance and Nominating
Committee. All of the nominees have served as directors since the last annual
meeting.
Robert P. Atwell, 55, Chairman,
President and Chief Executive Officer, has been Chairman, President and
Chief Executive Officer 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 is also the majority
stockholder of two pink sheet companies, Sky440, Inc. and Emaji, Inc. Mr. Atwell
recently took over control of those two companies to implement a restructuring
of their operations and to install new management teams. Mr. Atwell’s private
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 industry, including business affairs,
development, production, distribution, finance, sales and
marketing. 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, 48, 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.
7
Director Nominee
Independence
The Board
of Directors discussed and reviewed whether each nominee is independent within
the Company’s corporate governance guidelines which are consistent with the
director independence standards established by the NASDAQ Stock Market. In
determining independence, the Board reviews and seeks to determine whether
directors have any material relationship with the Company, direct or indirect,
which would interfere with the exercise of independent judgment in carrying out
the responsibilities of a director. The Board reviews business, professional,
charitable and familial relationships of the independent directors in
determining independence. The Board determined that Robert Atwell and George
Jackson are not independent, due in part to their executive positions with the
Company. The Company is currently searching for nominee’s to fill vacancies on
the Board that would be classified independent directors. Although the Company
currently trades on the Over the Counter Bulletin Board (“OTCBB”), management is
working toward meeting the listing standards of the NASDAQ Stock
Market.
Information
about the Nominating Process
The
Company’s Board of Directors has a Corporate Governance and Nominating Committee
that undertakes the activities of identifying, evaluating and recommending
nominees to serve as Directors. The members of the Corporate Governance and
Nominating Committee are Robert P. Atwell (Chairman) and George Jackson. Our
Board of Directors determined that Messrs. Atwell (Chairman) and Jackson are not
considered independent as defined in the listing standards of the NASDAQ Stock
Market.
Nomination
of Director Candidates by Stockholders
The
policy of the Corporate Governance and Nominating Committee is to consider
nominations of candidates for membership on the Board of Directors that are
submitted by stockholders. Any such recommendations should include nominee’s
name and qualifications for Board membership and a consent signed by such
candidate to serve as a director if elected and should be directed to
Mr. George Jackson, Corporate Secretary, Camelot Entertainment Group, Inc.,
8001 Irvine Center Drive, Suite 400, Irvine, California 92618.
Stockholders
who comply with the requirements of our Bylaws with respect to advance written
notice of stockholder director nominations at the Annual Meeting, including
certain information that must be provided concerning the stockholder and each
nominee, may nominate candidates for election as directors at the Annual Meeting
by attending the meeting and offering the candidates into nomination at the time
of the election of Directors. Our Bylaws will be filed with the Securities and
Exchange Commission on Form 8-K following this year’s annual meeting, and can be
viewed by visiting the SEC website at www.sec.gov once they have been filed. You
may also obtain a copy of the Bylaws by writing to Mr. George Jackson,
Corporate Secretary, Camelot Entertainment Group, Inc., 8001 Irvine Center
Drive, Suite 400, Irvine, California 92618. Such information must be provided
within the period set forth below under “Stockholder Proposals for Next
Annual Meeting.”
For a
stockholder’s nominees to be included in the Company’s Proxy Statement for next
year’s annual meeting the stockholder must give timely notice to the Company by
the date set forth below under “Stockholder Proposals for Next
Annual Meeting.”
Director
Qualifications
The
Corporate Governance and Nominating Committee has not established any minimum
qualifications for nomination as a Director of the Company but has identified
the following qualities and skills necessary for its Directors to
possess:
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Integrity
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Ability
to objectively analyze complex business problems and develop creative
solutions
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Pertinent
expertise, experience and achievement in education, career and
community
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Familiarity
with issues affecting the Company’s
business
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Availability
to fulfill time commitment
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Ability
to work well with other Directors
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Commitment
to enhancing stockholder value
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Identifying
and Evaluating Nominees for Directors
Candidates
for director may come from a number of sources including, among others,
recommendations from current directors, recommendations from management,
third-party search organizations, and stockholders. Director candidates are
evaluated to determine whether they have the qualities and skills set forth
above. Such evaluation may be by personal interview, background investigation
and other appropriate means.
8
Director
Attendance at the Annual Meeting
It is the
Company’s policy to require all of its Directors to attend the Annual Meeting of
Stockholders. All of the Company’s directors have attended previous Annual
Meetings.
Stockholder
Communications with the Board
Stockholders
may communicate with the Board in writing by addressing mail to “Board of Directors”
c/o Mr. George Jackson, Corporate Secretary, Camelot Entertainment
Group, Inc., 8001 Irvine Center Drive, Suite 400, Irvine, California 92618. Any
such communication will be distributed to each of the Company’s Directors. A
communication addressed to any individual Director at the same address will be
distributed only to that Director.
Board
Committees
The Board
of Directors of the Company has a standing Audit Committee, Corporate Governance
and Nominating Committee and Compensation Committee.
Audit
Committee
The
principal functions of the Audit Committee are to review and monitor the
Company’s financial reporting and the internal and external audits. The
committee’s functions include, among other things: (i) to select and
replace the Company’s independent registered public accounting firm;
(ii) to review and approve in advance the scope and the fees of our annual
audit and the scope and fees of non-audit services of the independent registered
public accounting firm; (iii) to receive and consider a report from the
independent registered public accounting firm concerning their conduct of the
audit, including any comments or recommendations they might want to make in that
connection, and (iv) to review compliance with and the adequacy of our
major accounting and financial reporting policies and controls. The Audit
Committee met four times during the fiscal year ended December 31, 2008. It
currently consists of Messrs. Atwell (Chairman) and Jackson. The Board has
determined that Messrs. Atwell and Jackson are not “independent” as defined in
the listing standards of the NASDAQ Stock Market.
Corporate
Governance and Nominating Committee
Messrs.
Atwell (Chairman) and Atwell constitute the Corporate Governance and Nominating
Committee. The Board has determined that the members of the committee are not
“independent” as
defined in the listing standards of the NASDAQ Stock Market. The primary
functions of the Corporate Governance and Nominating Committee are to identify,
evaluate and recommend nominees to serve as Directors and review corporate
governance principles and practices and respond to regulatory initiatives and
requirements. The Corporate Governance and Nominating Committee met four times
in the fiscal year ended December 31, 2008.
Compensation
Committee
Messrs.
Atwell (Chairman) and Jackson are the members. The primary functions of the
Compensation Committee are to review and approve the compensation of the Chief
Executive Officer and the other executive officers of the Company, to recommend
the compensation of the directors, to review and approve the terms of any
employment contracts with executive officers and to produce an annual report for
inclusion in the Company’s proxy statement. The Compensation Committee also
administers and interprets the Company’s equity compensation and employee
benefit plans and grants all awards under the employee’s stock incentive
plan.
Code
of Ethics
The Company has adopted a code of
business conduct and ethics for its directors, officers and employees. A copy of
the code of business conduct and ethics is available at www.camelot films.com or can be requested by
writing Mr. George Jackson, Corporate Secretary, Camelot Entertainment Group, Inc., 8001 Irvine Center Drive, Suite
400, Irvine, California 92618.
Attendance
at Meetings
During
the fiscal year ended December 31, 2008, the Board of Directors held
forty-nine meetings. Each member of the Board of Directors attended all of the
meetings of the Board. The number of meetings increased during the fiscal year
due to activity within the Company’s Camelot Film Group and Camelot Studio Group
divisions.
9
Director
Compensation
Directors
who are not employees of the Company or any of its subsidiaries and who do not
have a compensatory agreement providing for service as a director of the Company
or any of its subsidiaries are eligible to receive the following
compensation:
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Annual
retainer for each Director, paid quarterly in advance
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$ | 5,000 | ||
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Additional
annual retainer for Chairs of the Compensation Committee and Nominating
and Governance Committee
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$ | 1,000 | ||
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Additional
annual retainer for Chair of the Audit Committee
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$ | 1,000 | ||
The
Company pays each director’s reasonable travel, lodging, meals and other
expenses connected with their Board service. As of April 1, 2009, the Company’s
Board of Directors did not have any members that were not employees and or
officers of the Company.
The
Non-Employee Directors’ Deferred Compensation Plan provides that eligible
directors may elect to defer 50% to 100% of their retainer fees. Each deferral
election must be made prior to the year such retainer payment is due and will
last for the entire year. Deferral elections may be terminated for the next
year. Deferred amounts may be used to acquire our common stock at fair market
value on the date each retainer payment would be otherwise paid to an eligible
director, to acquire stock units equivalent to the fair market value of our
common stock on the date each retainer payment would be otherwise paid or may be
paid in cash following termination of service as a director with interest
accruing at the prime rate on such deferred fees.
Directors
who are employees and non-employee directors who are not eligible for the
foregoing non-employee director compensation receive no separate compensation
for director service.
2008
Non-Employee Director Compensation
The
following table provides information regarding compensation earned by, awarded
or paid to non-employee directors who served during the year ended
December 31, 2008.
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Name
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Fees Earned
or
Paid in
Cash
($)
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Value of Option
Awards
($)
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Non-equity
Incentive
Plan
Compensation
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All
Other
Compensation
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Total
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None
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$
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0
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0
|
0
|
0
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0
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|||||||
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Total
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|
$
|
0
|
|
0
|
0
|
0
|
0
|
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Certain
Relationships and Related Transactions
None of our Board members are related.
There were no Company related transactions between the Board members in
2008.
(Remainder
of Page Left Intentionally Blank)
10
PROPOSAL
NO. 2.
TO
RATIFY THE SELECTION OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
FOR
THE YEAR ENDING DECEMBER 31, 2009
The Board
of Directors is asking the stockholders to ratify the Audit Committee’s
selection of McKennon, Wilson & Morgan LLP, 2020 Main Street, Suite 500,
Irvine, California 92614 as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2009. In the event
the stockholders fail to ratify the selection, the Audit Committee will
reconsider its selection.
Representatives
of McKennon, Wilson & Morgan LLP are expected to be present at the Annual
Meeting in person or by conference telephone and will have the opportunity to
make a statement if they desire to do so. It is also expected that they will be
available to respond to appropriate questions. McKennon, Wilson & Morgan LLP
was our independent registered public accounting firm for the 2007 and 2008
fiscal years and their respective annual reports. Malone & Bailey PLC were
our auditors during the first three quarters of 2007.
Fees
billed for services provided by our independent registered public accounting
firm for 2008 and 2007 were as follows:
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2008
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2007
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Audit
Fees(1)
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$ | 53,127 | $ | 51,537 | ||||
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Audit-Related
Fees(2)
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- | - | ||||||
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Tax
Fees(3)
|
- | - | ||||||
|
All
Other Fees(4)
|
- | 6,675 | ||||||
|
Total
|
$ | 53,127 | $ | 58,212 | ||||
|
(1)
|
Audit
fees represent fees for professional services provided by the independent
registered public accounting firm in connection with the audit of our
financial statements and review of our quarterly financial statements for
the stated years.
|
|
(2)
|
Audit—related
fees, included in Audit Fees
|
|
(3)
|
Tax
fees principally included tax advice, tax planning and tax return
preparation by the auditors, if any
|
|
(4)
|
Other
fees represent fees for professional services provided in connection with
the annual stockholders’ meeting, transition-related costs, and review of
various SEC filing documents, if
any
|
Vote
Required
The
affirmative vote of a majority of the shares of common stock present at the
Annual Meeting and voting on the proposal is required to ratify the selection of
the Company’s independent registered public accounting firm for the year ended
December 31, 2009. Abstentions and broker non-votes have no effect on the
vote on the proposal.
THE
BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE
SELECTION OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
YEAR ENDING DECEMBER 31, 2009.
Audit
Committee’s Pre-Approval Policies
The Audit
Committee’s policy is to pre-approve all audit services and all permitted
non-audit services (including the fees and terms thereof) to be provided by the
Company’s independent registered public accounting firm; provided, however,
pre-approval requirements for non-audit services are not required if all such
services (1) do not aggregate to more than five percent of total revenues
paid by the Company to its independent registered public accounting firm in the
fiscal year when services are provided; (2) were not recognized as
non-audit services at the time of the engagement; and (3) are promptly
brought to the attention of the Audit Committee and approved prior to the
completion of the audit by the Audit Committee.
The Audit
Committee pre-approved all of the fees described above.
11
The Audit
Committee has considered whether the provision of the above services other than
audit services is compatible with maintaining auditor independence.
AUDIT
COMMITTEE REPORT
The Audit
Committee has reviewed and discussed with the Company’s management and McKennon,
Wilson & Morgan LLP the audited consolidated financial statements of the
Company contained in the Company’s Annual Report on Form 10-K for the
Company’s 2008 fiscal year. The Audit Committee has also discussed with
McKennon, Wilson & Morgan LLP the matters required to be discussed pursuant
to SAS No. 61 (Codification of Statements on Auditing Standards, AU
Section 380), which includes, among other items, matters related to the
conduct of the audit of the Company’s consolidated financial
statements.
The Audit
Committee has received and reviewed the written disclosures and the letter from
McKennon, Wilson & Morgan LLP required by the applicable requirements of the
Public Company Accounting Oversight Board regarding the independent accountant’s
communications with the audit committee concerning independence and has
discussed with McKennon, Wilson & Morgan LLP its independence from the
Company.
The Audit
Committee has considered whether the provision of services other than audit
services is compatible with maintaining auditor independence.
Based on
the review and discussions referred to above, the Audit Committee recommended to
the Board of Directors that the audited consolidated financial statements be
included in the Company’s Annual Report on Form 10-K for its 2008 fiscal year
for filing with the SEC.
|
|
Respectfully
submitted,
|
| Robert P. Atwell (Chairman) | |
| George Jackson |
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 March 30, 2009, 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., 8001 Irvine Center Drive, Suite 400
Irvine, CA 92618. 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 March 30, 2009, but
excludes Common Stock underlying options or warrants held by any other
person.
As of
March 30, 2009, there were 7,056,334,758 shares of Common Stock held by 127
stockholders of record. Of these shares, 308,334 shares of Common Stock are
being held by Camelot in reserve for funding and other contractual obligations.
As a result, there are 7,056,026,424 shares of Common Stock considered to be
issued and outstanding. The following tables and their respective
percentages are based upon the total issued shares of the Company, or
7,056,334,758 shares.
|
Name
of Beneficial
Owner
|
Shares
Beneficially
Owned
|
Percent
|
|
Robert
P. Atwell, Inc. (1)
130
Vantis, Suite 140
Aliso
Viejo, CA 92656
|
531,766,319
|
8%
|
|
TOTAL
5% Stockholders as a Group
|
531,766,319
|
8%
|
|
(1)
Includes all shares owned and or under the control of the Beneficial
Owner. Robert P. Atwell is the owner of The Atwell Group, Inc. and other
entities that have holdings in Camelot. Mr. Atwell is an officer and a
director of Camelot.
|
||
12
Securities
Ownership of Management
Common
Stock
The
following table sets forth as of March 30, 2009, certain information, based on
information obtained from the persons named below, with respect to the
securities ownership of the common stock by Management. Management owns 8%, or
590,301,918 shares, of the Company’s common stock.
|
Name
of Beneficial Owner
|
Shares
Beneficially Owned
|
Percent
(3)
|
|
Robert
P. Atwell (1)
Chairman,
President, CEO
130
Vantis, Suite 140
Aliso
Viejo, CA 92656
|
531,766,319
|
8%
|
|
George
Jackson (2)
Secretary,
CFO
130
Vantis, Suite 140
Aliso
Viejo, CA 92656
|
58,535,599
|
0%
|
|
Totals:
|
590,301,918
|
8%
|
|
Note
(1): Includes direct and indirect affiliate ownership.
|
||
|
Note
(2): Includes direct and indirect affiliate ownership. Owns less than
1%.
|
||
|
Note
(3): Based on 7,056,334,758 shares issued as of 3/30/09.
|
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.
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.
Preferred
Stock
The
following table sets forth as of March 30, 2009, certain information, based on
information obtained from the persons named below, with respect to the
securities ownership of preferred stock by Management. Management owns 99%, or
27,136,819 shares, of the Company’s 27,296,521 total shares of preferred
stock.
As of
March 30, 2009, we had three classes of preferred stock, Series A Convertible
Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible
Preferred Stock.
13
On March
30, 2009, there were 9,996,510 shares outstanding of our $0.001 par value Series
B Convertible Preferred Stock. The Series B Preferred converts to 10 shares of
common stock for every one share of Series B Preferred Stock. Each share of
Series B Preferred Stock is entitled to 1,000 votes. Series B Preferred ranks
superior to all other classes of stock.
On March
30, 2009, there were 10,147,511 shares outstanding of our $0.001 par value
Series A Convertible Preferred Stock. The Series A Preferred converts to 4
shares of common stock for every one share of Series A Preferred Stock. Each
share of Series A Preferred Stock is entitled to 50 votes. Series A Preferred
ranks superior to our common stock and ranks junior to our Series B Preferred
Stock.
On March
30, 2009, there were 7,151,500 shares outstanding of our $0.001 par value
Series C Convertible Preferred Stock. The Series C Preferred converts to 1 share
of common stock for every one share of Series C Preferred Stock. Each share of
Series C Preferred Stock is entitled to 1 vote. Series C Preferred ranks
superior to our common stock and ranks junior to our Series A and Series B
Preferred Stock.
|
Name
of Beneficial Owner
|
Series
A Preferred
Shares
Beneficially Owned
|
Percent
(3)
|
|
Robert
P. Atwell (1)
Chairman,
President, CEO
130
Vantis, Suite 140
Aliso
Viejo, CA 92656
|
8,625,010
|
85%
|
|
George
Jackson (2)
Secretary,
CFO
130
Vantis, Suite 140
Aliso
Viejo, CA 92656
|
1,410,000
|
14%
|
|
Totals:
|
10,035,010
|
99%
|
|
Note
(1): Includes shares held directly and indirectly. Converts to 34,500,040
common shares. Equals 431,250,500 votes.
|
||
|
Note
(2): Includes shares held directly and indirectly. Converts to 5,640,000
common shares. Equals
70,500,000
votes.
Note
(3) Based on 10,147,511 total Series A Shares
|
|
Name
of Beneficial Owner
|
Series
B Preferred
Shares
Beneficially Owned
|
Percent
(3)
|
|
Robert
P. Atwell (1)
Chairman,
President, CEO
130
Vantis, Suite 140
Aliso
Viejo, CA 92656
|
8,560,809
|
86%
|
|
George
Jackson (2)
Secretary,
CFO
130
Vantis, Suite 140
Aliso
Viejo, CA 92656
|
1,410,000
|
13%
|
|
Totals:
|
9,970,809
|
99%
|
14
|
Note
(1): Includes shares held directly and indirectly. Converts to 85,608,090
common shares. Equals 8,560,809,000 votes.
|
||
|
Note
(2): Includes shares held directly and indirectly. Converts to 14,100,000
common shares. Equals 1,410,000,000 votes.
Note
(3): Based on 9,996,510 total Series B Shares
|
||
|
Name of Beneficial Owner
|
Series C Preferred
Shares Beneficially Owned
|
Percent (3)
|
|
Robert
P. Atwell (1)
Chairman,
President, CEO
130
Vantis, Suite 140
Aliso
Viejo, CA 92656
|
6,030,000
|
84%
|
|
George
Jackson (2)
Secretary,
CFO
130
Vantis, Suite 140
Aliso
Viejo, CA 92656
|
1,101,000
|
15%
|
|
Totals:
|
7,131,000
|
99%
|
|
Note
(1): Includes shares held directly and indirectly. Converts to 6,030,000
common shares. Equals 6,030,000 votes.
|
||
|
Note
(2): Includes shares held directly and indirectly. Converts to 1,101,000
common shares. Equals 1,101,000 votes.
|
Note (3):
Based on 7,151,500 total Series C Shares.
Voting
Rights by Class Summary
| Common | Shares | Common Equivalent | Votes | Percentage | ||||||||||||
|
Management
|
590,301,918 | 590,301,918 | 590,301,918 | 8 | % | |||||||||||
|
Others
|
6,466,032,840 | 6,466,032,840 | 6,466,032,840 | 92 | % | |||||||||||
|
Total
|
7,056,334,758 | 7,056,334,758 | 7,056,334,758 | 100 | % | |||||||||||
|
Series A
|
Shares
|
Common Equivalent
|
Votes | Percentage | ||||||||||||
|
Management
|
10,035,010 | 40,140,040 | 501,750,500 | 99 | % | |||||||||||
|
Others
|
112,501 | 450,004 | 5,625,050 | 1 | % | |||||||||||
|
Total
|
10,147,511 | 40,590,044 | 507,375,550 | 100 | % | |||||||||||
|
Series B
|
Shares
|
Common Equivalent
|
Votes | Percentage | ||||||||||||
|
Management
|
9,970,809 | 99,708,090 | 9,970,809,000 | 99 | % | |||||||||||
|
Others
|
25,701 | 257,010 | 25,701,000 | 1 | % | |||||||||||
|
Total
|
9,996,510 | 99,965,100 | 9,996,510,000 | 100 | % | |||||||||||
|
Series C
|
Shares
|
Common Equivalent
|
Votes | Percentage | ||||||||||||
|
Management
|
7,131,000 | 7,131,000 | 7,131,000 | 99 | % | |||||||||||
|
Others
|
20,500 | 20,500 | 20,500 | |||||||||||||
|
Total
|
7,151,500 | 7,151,500 | 7,151,500 | 100 | % | |||||||||||
|
Total
|
Shares
|
Common Equivalent
|
Votes | Percentage | ||||||||||||
|
Management
|
617,438,737 | 737,281,048 | 11,069,992,418 | 63 | % | |||||||||||
|
Others
|
6,466,191,542 | 6,466,760,354 | 6,497,379,390 | 37 | % | |||||||||||
|
Total
|
7,083,630,279 | 7,204,041,402 | 17,567,371,808 | 100 | % | |||||||||||
15
Voting
Rights of Management and Beneficial Owners of 5% or More of the Common
Stock
The
following table shows the total voting rights of management and beneficial
owners of 5% or more of common stock on items that are presented to stockholders
at annual and special meetings of the stockholders which require stockholder
approval.
|
Name
of Beneficial Owner (1)
|
Total
Votes
|
Percent
|
|
Robert
P. Atwell
Chairman,
President, CEO
130
Vantis, Suite 140
Aliso
Viejo, CA 92656
|
9,529,855,819
|
54%
|
|
George
Jackson
Secretary,
CFO
130
Vantis, Suite 140
Aliso
Viejo, CA 92656
|
1,540,136,599
|
9%
|
|
All
Other Common Stockholders
|
6,497,379,390
|
37%
|
|
Totals:
|
17,567,371,808
|
100%
|
|
Note
(1): Includes direct and indirect affiliate ownership.
|
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 2008, all filing requirements applicable to
its executive officers, directors and 10 percent Stockholders were
met.
Certain Relationships and Related
Transactions
EXECUTIVE
OFFICERS
Our
executive officers are:
Name
Position
Robert P.
Atwell Chairman,
President and CEO
George
Jackson
CFO and Secretary
16
Robert P. Atwell, 55, Chairman,
President and Chief Executive Officer, has been Chairman, President and
Chief Executive Officer 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 is also the majority
stockholder of two pink sheet companies, Sky440, Inc. and Emaji, Inc. Mr. Atwell
recently took over control of those two companies to implement a restructuring
of their operations and to install new management teams. Mr. Atwell’s private
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 industry, including business affairs,
development, production, distribution, finance, sales and
marketing. 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, 49, 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.
EXECUTIVE
COMPENSATION
The following table sets forth the compensation earned for services rendered to
us in all capacities for fiscal year 2008 by our Chief Executive Officer and our
Chief Financial Officer(s) who were serving as executive officers of
the Company as of December 31, 2008 (collectively, referred to “Named Executive Officers” in
this Proxy Statement):
Summary Annual Compensation
Table
|
Name
and Principal Position
|
Year
|
2008
Salary
|
2008
Bonus
|
Other
Annual Compensation
|
Long
term Compensation Awards
Securities
Underlying Options
|
|
Robert
P. Atwell
Chairman,
CEO (1)
|
2008
|
$420,000
(1)
|
$0
|
$0
|
0
|
|
George
Jackson
Director,
CFO (2)
|
2008
|
$150,000
(2)
|
$0
|
$0
|
0
|
Notes to
Summary Annual Compensation Table: (1) Compensation may be paid in Cash and or
Common Stock. Excludes stock received by two companies controlled by Mr. Atwell
which have consulting agreements with the Company. (2) Compensation may be paid
in Cash and or Common Stock.
Stock Option Grants in Last Fiscal
Year
None.
17
Employment Agreements and Change of
Control Arrangements
None of the Named Executive Officers currently has an employment agreement with
us. The Board of Directors has approved certain elements of employment contracts
to be entered into between the executive officers and the Company. We expect to
enter into formal agreements during fiscal year 2009. We do have consulting
agreements with The Atwell 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 2008 compensation for
the Company’s Chief Executive Officer and Chief Financial 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 and
Chief Financial 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.
|
18
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 2009.
Base Salary. Base
salary levels for each of the Company’s executive officers, including the Chief
Executive Officer and the Chief Financial 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 2008. In 2008,
Mr. Atwell received a base salary of $420,000, for which he has the option
of accepting Common Stock in lieu of cash consideration. George Jackson served
as the Company’s Chief Financial Officer in 2008. Mr. Jackson received a base
salary of $150,000, for which has the option of accepting Common Stock in lieu
of cash consideration.
For
2009, the Compensation Committee recommended, and the Audit Committee and Board
have approved, setting the base salary of Mr. Atwell to be $420,000 and
setting the base salary of the CFO to be $150,000. The Compensation Committee
believes the compensation to be paid to Mr. Atwell and the CFO for 2009 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.
19
|
SUBMITTED
BY THE COMPENSATION COMMITTEE
|
|
|
George
Jackson
|
|
|
Robert
Atwell
|
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 2010 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 March 15, 2010. Stockholders wishing to bring a proposal before our 2010
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 Irvine, California not later than April 23, 2010.
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.
The Board is not aware of any other matters to be presented at the meeting. If
any other matter not mentioned in this Proxy Statement is brought before the
meeting, the proxy holders named in the enclosed Proxy will have discretionary
authority to vote all proxies with respect thereto in accordance with their
judgment.
By Order
of the Board of Directors,
/s/
George Jackson, Secretary
George
Jackson, Secretary
Dated:
April 1, 2009
20
CAMELOT
ENTERTAINMENT GROUP, INC.
Proxy
for Annual Meeting of Stockholders
To
Be Held on May 13, 2009
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY
PLEASE
SIGN, DATE AND RETURN PROMPTLY BY MAIL OR FAX
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MAIL
- Date, sign and mail to:
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George
Jackson, Secretary
Camelot
Entertainment Group, Inc.
8001
Irvine Center Drive, Suite 400
Irvine,
CA 92618
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-or-
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FAX
- Date, sign and fax to:
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949-643-5504
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The
undersigned hereby appoints Robert P. Atwell and George Jackson, and each of
them, with full power of substitution, as proxies to represent and vote, as
designated herein, all shares of Common Stock of Camelot Entertainment Group,
Inc. (the “Company”)
which the undersigned would be entitled to vote if personally present at the
Annual Meeting of Stockholders of the Company to be held on May 13, 2009 at
1:00 p.m., local time, and at any adjournment thereof.
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PROPOSAL
NO. 1. Election of Directors.
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PROPOSAL
NO. 2. To ratify the selection of the
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Company’s
independent auditor for the fiscal year
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||
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For
all nominees listed below: q
|
ending
December 31, 2009.
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Withhold
authority to vote all nominees listed below:
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For
q Against
q Abstain
q
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q
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|
In
their discretion, the proxies are authorized to vote
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||
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INSTRUCTION:
To withhold authority to vote for any
|
upon
such other matters as may properly come before
|
|
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individual
nominee, strike a line through the
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the
meeting or any adjournment thereof.
|
|
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nominee’s
name in the list below:
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||
|
THIS
PROXY WILL BE VOTED IN THE MANNER
|
||
|
Robert
P. Atwell
|
DIRECTED
HEREIN.
|
|
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George
Jackson
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IF
NO DIRECTION IS GIVEN, THIS PROXY WILL BE
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VOTED
“FOR” PROPOSALS 1 and 2.
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||
Please
sign exactly as name appears below. When shares are held by joint tenants, both
should sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by an authorized person.
Dated:
, 2009
______________________________________
(signature)
_______________________________________
(signature,
if held jointly)
____________________________________________________________________________________
Name
printed
i