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): ~~May~~August 810, 2012

CAMELOT ENTERTAINMENT GROUP INC.

~~CAMELOT~~(EXACT ~~ENTERTAINMENT~~NAME ~~GROUP~~OF ~~INC.~~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~~o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

ITEM 83.0102 ~~OTHER~~Unregistered ~~EVENTS~~Sales of Equity Securities

OnFrom May 8, 2012, ~~Camelot~~through ~~Entertainment~~August ~~Group~~10, ~~Inc.~~2012, ~~("Camelot")~~the ~~issued~~Company acontinued ~~press~~to ~~release~~retire ~~announcing~~its debt through the ~~effective~~issuance ~~date~~of common stock. Upon the issuance of ~~May~~the 8common stock, ~~2012~~the ~~for~~Company reduced the ~~2,000:1~~outstanding ~~reverse~~debt ~~stock~~on ~~split~~its books in an amount equal to the total dollar amount of debt being retired. A portion of the ~~company~~debt retired was owed to the Company’s Chairman for advances, loans, accrued salary and other consideration in the amount of $64,500. In addition, the Company also issued common stock to one or more individuals and/or ~~its~~entities ~~new~~for the retirement of commercial debt and for services provided to the Company. The Company previously reported the reverse stock ~~symbol,~~split ~~also~~of its common stock effective as of May 8, ~~2011:~~2012 ~~“CMGRD.”~~on ~~After~~its 20report ~~business~~on ~~days,~~Form ~~the~~8-K ~~symbol~~filed ~~will~~on ~~revert~~May ~~back~~8, to2012. At that time, the ~~original~~Company ~~symbol~~had ~~“CMGR.” A~~3,787,045 ~~copy~~shares of ~~Camelot’s~~common ~~press~~stock ~~release~~issued isand ~~attached~~outstanding ~~hereto~~and as65,060,486 ~~Exhibit~~preferred 99shares issued and outstanding in its Class A, B, C, D, E, F and G Convertible Preferred Stock.1.

InFrom ~~addition, all stockholders of record as of~~ May 8, 2012 ~~shall~~through beAugust ~~eligible~~10, to2012, ~~receive as~~ a ~~cashless~~total ~~dividend shares~~ of ~~Camelot’s~~10 ~~Class~~individuals Dand ~~Convertible~~entities, ~~Preferred~~including ~~Stock. Stockholders~~the ~~shall~~Company’s beChairman, ~~eligible~~elected to ~~receive~~convert 40a ~~shares~~total of ~~the~~$223,725 ~~Class~~of Dcommercial ~~Convertible~~debt ~~Preferred~~and ~~Stock~~other ~~for~~debt ~~each~~owed ~~one~~to ~~million~~them ~~shares~~from ofthe ~~common~~Company ~~stock owned~~ as ofa ~~the~~result ~~close~~ of ~~trading~~advances, ~~on May 7~~loans, ~~2012. Holders~~services ofand ~~Class~~other Dconsideration ~~Convertible~~provided ~~Preferred~~to ~~Stock shall have~~ the ~~right~~Company, ~~once~~pursuant ~~Camelot’s~~to ~~common~~each ~~stock~~individual ~~achieves~~and/or aentity’s 30respective ~~day~~Convertible ~~average~~Promissory ~~closing~~Notes ~~bid~~and/or ~~price~~other ofsimilar ~~$2.50~~contractual ~~per~~obligation ~~share~~with ~~as determined by~~ the ~~Over~~Company, ~~The~~into ~~Counter Bulletin Board (“OTCBB”) historical daily stock price quote~~818,084,351 torestricted ~~convert any or all of their~~ shares of ~~Class~~the DCompany’s ~~Convertible~~common ~~Preferred~~stock. Of ~~Stock~~these ~~into~~ shares, of645,000,000 ~~fully~~were ~~paid~~issued ~~and~~to ~~nonassessable~~affiliates ~~Camelot~~and ~~common~~are ~~stock~~subject onto aadditional ~~one for one basis~~restrictions. InThe ~~addition,~~Company ~~holders~~relied ofon ~~Class~~the Dexemption ~~Convertible~~from ~~Preferred~~registration ~~Stock~~relating ~~will~~to ~~have~~offerings ~~the~~that ~~right~~do tonot ~~convert~~involve atany ~~the~~public ~~same~~offering ~~ratio,~~pursuant asto ~~described~~Section in4(2) under the ~~designation,~~Securities ~~upon~~Act anof ~~initial~~1933 or(the ~~secondary~~“Act”) ~~public~~and/or ~~offering~~Rule 506 of ~~Camelot~~Regulation ~~common~~D ~~stock~~promulgated byunder ~~Camelot,~~the ~~where~~Act. The ~~the~~Company ~~offering~~believes ~~price~~that ~~per~~each ~~share~~entity is ~~$2.50~~an or“accredited ~~greater. Camelot~~investor” ~~plans~~as todefined ~~begin~~in ~~the~~Rule ~~process~~501 ofunder ~~registering~~Regulation D ~~these~~and ~~shares~~had ofadequate ~~Class~~access Dto ~~Preferred~~information ~~Stock~~about ~~for~~the ~~distribution~~Company tothrough its ~~common~~relationship ~~stockholders~~with ~~after~~the ~~May 8, 2012~~Company.

~~ITEM~~From 9May 8, 2012 through August 10, 2012, a total of 11 entities were issued a total of 709,828 shares of the Company’s common stock in connection with the Company’s reverse stock split on May 8, 2012, including rounding provisions, valued at $17,170.01 The ~~FINANCIAL~~Company ~~STATEMENTS~~relied ~~AND~~on ~~EXHIBITS~~the exemption from registration afforded by Section 4(2) under the Act, since the issuance of the shares did not involve a public offering of securities.

(From May 8, 2012 through August 10, 2012, 1 entity was issued a total of 505,000,000 restricted shares of the Company’s common stock valued at $50,500 for various miscellaneous consideration to the Company and additional contractual issuances to affiliates. The Company relied on the exemption from registration afforded by Section 4(2) ~~Exhibits~~ under the Act due to the fact that the issuance of the shares did not involve a public offering of securities.

Exhibit Number	Description
99.1	Press release

As of August 10, 2012, the total issued and outstanding shares were 1,327,061,884. The total shares held in street name, also known as CEDE, were 346,746 shares. The total non-restricted shares held, including those non-restricted shares held by affiliates that are not currently available for resale, were 173,794,556 (including those held in CEDE). There were 1,153,267,328 restricted shares, of which 1,152,219,378 restricted shares were held by affiliates. As of August 10, 2012, there were 216 stockholders of record, representing over 6500 stockholders.

~~(b) Financial~~The ~~Statements~~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 now expects to have its 2010 Form 10-K filed no later than September 30, 2012, with the 2011 Form 10-Q’s and Form 10-K and the 2012 Form 10-Q’s filed shortly thereafter. Once these are filed, the Company expects no further delays in its annual and quarterly reports during fiscal year 2013. The Company was delayed in filing these 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, maintenance and divesture 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 company and share information at www.otcmarkets.com.

~~None~~2

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: May 8, 2012	By:	/s/ Robert P. Atwell
Dated: August 13, 2012	By:	/s/ Robert P. Atwell
		Robert P. Atwell
		Chairman

Filing Compare · Camelot Entertainment Group, Inc.