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): January 431, 2012

CAMELOT ENTERTAINMENT GROUP INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Delaware	000-3078	52-2195605
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employee Identification No.)

8001 Irvine Center Drive Suite 400 Irvine CA	92618
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:

(949) 754 3030

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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 3.02

Unregistered Sales of Equity Securities

From January 1, 2012 through January 31, 2012, the Company did not issue any shares, including shares to retire its debt through the issuance of common stock. Historically, upon the issuance of the common stock, the Company reduced the outstanding debt on its books in an amount equal to the total dollar amount of debt being retired. The Company previously reported the issuance of its common stock as of December 30, 2011 on its report on Form 8-K filed on December 30, 2011. At that time, the Company reported that it had 6,228,325,333 shares of common stock issued and outstanding and 65,060,486 preferred shares issued and outstanding in its Class A, B, C, D, E, F and G Convertible Preferred Stock.

Subsequent to that report, in the process of completing its audit for the fiscal year ended December 31, 2010, the Company and its transfer agent discovered two errors in the stock reports, which have now been adjusted. In one instance, shares had been stopped and were to be cancelled, but as of December 31, 2011, those shares had not been returned to treasury, resulting in those share amounts being added back to the total outstanding. In the second instance, shares that had been returned to treasury and cancelled were still recorded as being issued and outstanding.

As of January 31, 2012, the total issued and outstanding shares were 6,287,805,333. The total shares held in street name, also known as CEDE, were 848,512 shares. The total non-restricted shares held, including those non-restricted shares held by affiliates that are not currently available for resale, were 1,832,025,519 (including those held in CEDE). There were 4,555,779,814 restricted shares, of which 4,272,529,587 restricted shares were held by affiliates. As of January 31, 2012, there were 221 stockholders of record, representing over 6300 stockholders.

ITEM 8.01 Other Events

~~During~~The ~~the~~Company ~~fourth~~is ~~quarter~~in the process of ~~2011,~~completing its ~~the~~2010 ~~Company~~annual ~~entered~~report ~~into~~on anForm ~~agreement~~10-K ~~with~~and ~~JSJ~~will ~~Investments,~~be ~~Inc.~~filing ~~(“JSJ”)~~its toForm ~~provide~~10-K as soon as the Company’s ~~with~~auditors ~~investment~~and ~~banking~~legal ~~related~~counsel ~~consulting~~have ~~services~~completed ~~and~~their ~~with~~review. aThe ~~minimum~~Company ~~monthly~~has ~~infusion~~begun ofworking ~~$15,000~~on tothe ~~$25,000~~subsequent asquarterly ~~determined~~reports byon ~~JSJ~~Form 10-Q for anthe ~~initial~~first, ~~period~~second and third quarters of ~~six~~fiscal ~~months~~year ~~beginning~~2010 and on orits ~~about~~annual ~~December~~report 9,on Form 10-K for fiscal year 2011. ~~and~~The ~~continuing~~Company ~~until~~expects ~~June~~to 8have its 2010 Form 10-K filed this upcoming month, February 2012, ~~(“Agreement”)~~with the 2011 Form 10-Q’s filed shortly thereafter.

~~JSJ~~The ~~has~~Company ~~also~~had ~~notified~~anticipated ~~the~~it ~~Company~~would ~~that~~be itable ~~plans~~ to ~~purchase~~file ~~stock~~the in2010 ~~the~~annual ~~open~~report ~~market~~on Form 10-K by January 31,. At2012, nohowever ~~time~~certain ~~shall~~disclosures ~~the~~concerning ~~holdings~~unresolved oflegal ~~JSJ,~~issues ~~including~~that ~~consideration~~had ~~received~~been asexpected ato ~~result~~be offinalized ~~the~~by ~~Agreement~~January 30, ~~exceed~~2012 ~~9.9%~~were delayed, requiring an update of those disclosures and the impact on the Company’s ~~outstanding~~financial ~~stock~~statement. InThese ~~the~~matters, ~~event~~in ~~JSJ’s~~addition ~~holdings~~to ~~require~~ongoing ~~the~~auditor ~~filing~~and ofcounsel ~~any~~review, ~~public~~resulted ~~notices,~~in the ~~Company~~current ~~has~~delay. ~~agreed~~The toCompany ~~assist~~expects ~~JSJ~~no further delays in ~~completing~~its ~~those~~annual ~~filings~~and quarterly reports during fiscal year 2012.

AsThe ~~consideration for the investment banking related services and the infusion of cash, the~~ Company ~~will~~was ~~issue~~originally adelayed ~~two-year no-interest convertible promissory note to JSJ~~ in ~~the~~filing ~~amount of $300,000 (~~the ~~“Note”),~~2010 ~~convertible~~reports ~~into~~due ~~shares~~to ~~of the Company’s common stock (the “Conversion Shares”) issued at~~ a ~~conversion~~number ~~discount~~ of ~~50%,~~unforeseen ~~with~~factors athat ~~conversion~~impacted ~~price~~its ~~per~~ability ~~Conversion~~to ~~Share~~collect (the ~~“Conversion~~required ~~Price”)~~information ~~based~~and ~~upon~~audit ~~the~~confirmations ~~closing~~from ~~bid~~third ~~price~~parties, ondelays ~~the~~connected ~~date~~with the ~~Conversion Shares are cleared for trading by JSJ’s brokerage firm~~acquisition, ~~but~~maintenance inand nodisposition ~~event shall the Conversion Price be greater than $.001 per Conversion Share. In the event the Company does not retire the Note at the end~~ of ~~two years, then~~ the ~~Note~~Liberation ~~shall~~Film ~~accrue~~Library ~~interest~~and at the ~~rate~~availability of ~~15%~~certain ~~per~~professionals ~~annum~~crucial ~~until~~to the ~~outstanding~~timely ~~principal~~completion ~~amount and any accrued interest is paid. The Company will issue JSJ shares~~ of ~~its $0.0001 par value Preferred Stock,~~ the ~~specific~~annual ~~series~~and ofquarterly ~~which is to be determined, which will have a redemption value of no less than $150,000~~filings. During Inthis ~~the event JSJ realizes gross proceeds in excess of $600~~time,~~000~~ ~~from its conversions in connection with~~ the ~~Note,~~Company ~~the~~has ~~Preferred~~provided ~~Stock~~updated ~~issued~~share ininformation ~~connection~~at ~~herewith shall be returned to the Company~~www.otcmarkets.com ~~The~~and ~~Company~~on ~~will also issue JSJ five per cent (5%) of~~ its website ~~Series~~at ~~A Convertible Preferred Stock~~www.camelotent.com.

The Company will issue warrants to JSJ enabling them to purchase up to five per cent (5%) of CMGR’s outstanding common stock annually, based upon the issued and outstanding on the effective date and each anniversary date thereafter, for a period of three years at a twenty per cent (20%) discount to the closing bid price on the date of exercise.

In order to reduce the amount of shares of common stock being issued in connection with the Company’s existing convertible promissory notes, the Company will use it best efforts to suspend existing share conversion transactions (excluding those related to accounting, Edgar filings, legal, etc.) that require the issuance of shares in connection with a convertible promissory note during the term of the Agreement, and will keep such suspension in place until the closing bid price of the Company’s common stock is at least $0.0004 for three (3) consecutive business days. In the event conversions are resumed and the bid price falls below $0.0004, the suspensions shall resume in accordance with the above during the term of the Agreement. Also, the Company has agreed not to enter into any other financial transactions that require the issuance of shares in connection with a convertible promissory note during the term of the Agreement, or until JSJ has generated gross receipts of $100,000 or more from any of its Company holdings, without the written approval of JSJ.

The Company will use its best efforts to become current in its regulatory filings and to regain its DTCC eligibility once it is current in its filings. The Company is working toward completing the filing of its annual report on Form 10-K and the subsequent quarterly reports on Form 10-Q. The Company expects to have its 2010 Form 10-K filed no later than January 31, 2012, with the 2011 Form 10-Q’s filed shortly thereafter. The Company expects no further delays in its annual and quarterly reports during fiscal year 2012. The Company was delayed in filing the 2010 reports due to a number of unforeseen factors that impacted its ability to collect the required information and audit confirmations from third parties, delays connected with the acquisition and maintenance of the Liberation Film Library and the availability of certain professionals crucial to the timely completion of the annual and quarterly filings. During this time, the Company has provided updated share information at www.otcmarkets.com.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Exhibits

	Exhibit Number	Description
	99.1	Press release
	99.2	Proposed transaction between JSJ Investments and Camelot Entertainment Group

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.

	CAMELOT ENTERTAINMENT GROUP, INC.
Dated: January 4, 2011	By:	/s/ Robert P. Atwell
Dated: January 31, 2012	By:	/s/ Robert P. Atwell
		Robert P. Atwell
		Chairman

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Filing Compare · Camelot Entertainment Group, Inc.