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~~June 156, 2013

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):

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))

ITEM 3.02

Unregistered Sales of Equity Securities

From ~~December 1, 2012 through~~ February 15, 2013, ~~the Company continued to retire its debt~~ through ~~the~~June ~~issuance of restricted common stock. Upon the issuance of the restricted common stock~~5, the Company reduced the outstanding debt on its books in an amount equal to the total dollar amount of debt being retired. A portion of the debt retired was owed to the Company’s Chairman for advances2013, ~~loans, accrued salary and other consideration in~~ the ~~amount of $400,000, and to other~~ Company ~~officers,~~did ~~directors~~not ~~and/or~~issue ~~employees~~any inshares ~~connection with advances, loans, accrued salary and other consideration in the amount~~ of $100,000. In addition, the Company also issued restricted common stock to one entity for services and to three members of the Company’s legal team in connection with legal counsel provided to the Company. The Company previously reported the issuance of equity securities on its ~~report on Form 8-K filed on November 29, 2012. At that time, the Company had 4,629,561,884 shares of~~ common ~~stock issued~~ and/or ~~outstanding and 65,060,486~~ preferred ~~shares issued and outstanding in its Class A, B, C, D, E, F and G Convertible Preferred Stock~~stock.

~~From~~On ~~December~~June 16, ~~2012 through February 15,~~ 2013, athe ~~total~~Company ofcancelled ~~thirteen~~and ~~individuals~~returned ~~and~~to ~~entities~~treasury 14,370,438,116 ~~including~~restricted shares of the Company’s ~~Chairman,~~common ~~converted~~stock. The ~~a total of $718~~shares,~~521~~ ofwhich ~~commercial~~had ~~debt~~originally ~~and~~been ~~other~~issued ~~debt~~to ~~owed~~affiliates toand ~~them~~consultants ~~from~~in ~~the~~February ~~Company~~2013 as apart ~~result~~ of ~~advances,~~a ~~loans,~~contemplated ~~services~~series ~~and~~of ~~other~~transactions ~~consideration~~that ~~provided~~did tonot ~~the~~come ~~Company, pursuant~~ to ~~each~~fruition, ~~individual~~were ~~and/or~~retired ~~entity’s respective Convertible Promissory Notes~~ and~~/or~~ ~~other~~returned ~~similar~~to ~~contractual~~treasury ~~obligation~~ with the ~~Company,~~books ~~into~~and ~~14,370,438,116~~records ~~restricted shares~~ of the Company’s ~~common~~adjusted ~~stock. Of~~as ~~these~~a ~~shares,~~result ~~9,000,000,000~~thereof. ~~were~~Due ~~issued~~ to ~~affiliates~~this ~~and~~share ~~are~~cancellation, ~~subject~~the ~~to additional restrictions. The~~ Company ~~relied~~had on5,000,000,000 ~~the~~shares ~~exemption~~of ~~from~~common ~~registration~~stock ~~relating~~issued toand ~~offerings~~outstanding ~~that~~and do65,060,486 ~~not~~preferred ~~involve~~shares ~~any~~issued ~~public~~and ~~offering~~outstanding ~~pursuant~~in toits ~~Section~~Class ~~4(2)~~A, ~~under~~B, ~~the~~C, ~~Securities~~D, ~~Act~~E, ofF ~~1933 (the “Act”)~~ and~~/or~~ ~~Rule~~G ~~506~~Convertible ofPreferred ~~Regulation D promulgated under the Act~~Stock. The ~~Company~~total ~~believes~~non-restricted ~~that~~shares ~~each~~held, ~~entity~~including isthose annon-restricted ~~“accredited~~shares ~~investor”~~held asby ~~defined~~affiliates inthat ~~Rule~~are ~~501~~not ~~under~~currently ~~Regulation D~~available ~~and~~for ~~had~~resale, ~~adequate~~were ~~access~~2,126,294,556 to(including ~~information~~those ~~about~~held ~~the~~in ~~Company through its relationship with the Company~~CEDE).

AsOn ofJune ~~February 15~~6, 2013, the ~~total~~Company ~~issued~~continued ~~and~~to ~~outstanding~~retire ~~shares~~its ~~were~~debt ~~19,000,000,000. The~~through ~~total~~the ~~shares~~issuance ~~held~~of inrestricted ~~street~~common ~~name,~~stock. Upon ~~also~~the ~~known~~issuance asof ~~CEDE,~~the ~~were~~restricted ~~346~~common stock,~~746~~ ~~shares. The~~the ~~total~~Company ~~non-restricted~~reduced ~~shares held~~$75,000 ~~including~~of ~~those~~the ~~non-restricted~~outstanding ~~shares~~debt ~~held~~on byits ~~affiliates~~books, ~~that~~which ~~are~~is ~~not~~an ~~currently~~amount ~~available~~equal ~~for~~to ~~resale,~~the ~~were~~total ~~2,126,294,556~~dollar ~~(including~~amount ~~those~~of ~~held~~debt inbeing ~~CEDE)~~retired. ~~There~~The ~~were~~Company ~~16,873,705,444~~issued restricted ~~shares,~~common ofstock ~~which~~to ~~11,002,219,378~~three ~~restricted~~entities ~~shares~~for ~~were~~services ~~held~~in byconnection ~~affiliates~~with consulting and ~~5,871,486,066~~other ~~restricted~~services ~~shares~~provided ~~were~~to ~~held by non-affiliates of~~ the Company. Ason of February 15, 2013, the ~~there~~Company ~~were~~had ~~230 stockholders of record~~19,000,000,000 ~~representing~~shares ~~over 6500 stockholders. As~~ of ~~February~~common ~~15,~~stock ~~2013,~~issued ~~there~~and ~~were~~outstanding aand ~~total of~~ 65,060,486 preferred shares issued and outstanding in ~~the~~its ~~Company’s~~ Class A, B, C, D, E, F and G Convertible Preferred Stock.

~~The~~On ~~Company~~June ~~has~~6, ~~been~~2013, ~~working~~a ~~toward~~total ~~completing the filing~~ of ~~its~~three ~~annual~~entities ~~report~~converted ona ~~Form~~total ~~10-K~~of ~~and~~$75,000 ~~the~~of ~~subsequent~~commercial ~~quarterly~~debt ~~reports~~owed ~~on Form 10-Q. The Company had expected~~ to ~~file~~them ~~its~~from ~~2010~~the ~~Form~~Company ~~10-K~~as bya ~~December~~result ~~31,~~of ~~2012,~~services ~~however~~and itother ~~continued~~consideration toprovided ~~be unable at that time~~ to ~~resolve certain items that would have a direct impact on~~ the ~~information~~Company, ~~disclosed~~pursuant ~~and~~to ~~the~~each ~~Company~~entity’s ~~ability~~respective tocontractual ~~file~~obligation ~~the~~with ~~report.. As a result,~~ the Company, ~~now~~into ~~expects~~a tototal ~~have~~of ~~its 2010 Form 10-K filed during March~~750, ~~2013~~000,000 ~~with~~restricted ~~the~~shares ~~2011~~of ~~and 2012 Form 10-K’s and~~ the ~~2012 Form 10-Q~~Company’s, ~~with~~common ~~comparable~~stock ~~analysis~~at to$.0001 ~~the~~per ~~2011 quarters~~share, ~~filed~~the ~~shortly~~closing ~~thereafter.~~price ~~Once~~of ~~these are filed,~~ the Company’s ~~expects~~common nostock ~~further~~on ~~delays~~June in6, ~~its annual and quarterly reports during fiscal year~~ 2013. The Company ~~was~~relied ~~delayed~~on inthe ~~filing~~exemption ~~these~~from ~~reports~~registration ~~due~~relating to aofferings ~~number of unforeseen factors~~ that ~~impacted~~do ~~its~~not ~~ability~~involve toany ~~collect~~public ~~and~~offering ~~prepare~~pursuant the required information and audit confirmations from third parties, delays connected with the acquisition, maintenance and divesture of the Liberation Film Library, the availability of certain professionals crucial to ~~the~~Section ~~timely~~4(2) ~~completion~~under of the ~~annual~~Securities ~~and~~Act ~~quarterly filings, the availability~~ of ~~funds,~~1933 ~~and~~ (the ~~resolution~~“Act”) ~~of certain contemplated~~ and/or ~~filed~~Rule ~~legal~~506 ~~actions by both the Company and by third parties, most~~ of ~~which~~Regulation ~~were~~D ~~related~~promulgated ~~directly~~under ~~and/or indirectly to~~ the ~~Liberation Film Library transaction~~Act. The Company ~~has~~believes ~~made~~that ~~recent~~each ~~financial~~entity ~~and~~is ~~legal~~an ~~arrangements~~“accredited ~~which~~investor” ~~management~~as ~~hopes~~defined ~~will~~in ~~allow~~Rule it501 tounder ~~complete~~Regulation D and ~~file~~had ~~the~~adequate ~~annual~~access ~~and quarterly reports. In addition~~ to ~~the~~information ~~filings~~about ~~discussed above,~~ the Company isthrough ~~also preparing additional filings to be filed with OTC Markets. Further, the Company anticipates holding~~ its ~~annual~~relationship ~~stockholder meeting during the second quarter of 2013,~~ with ~~a specific location and specific date and time still to be determined. During this time,~~ the Company ~~has provided updated company and share information on its website at www~~.~~camelotent.com, through these Form 8-K filings and at www.otcmarkets.com.~~

As of June 6, 2013, the total issued and outstanding shares were 5,750,000,000. 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 2,126,294,556 (including those held in CEDE). There were 3,623,705,444 restricted shares, of which 2,402,219,378 restricted shares were held by affiliates and 1,221,486,066 restricted shares were held by non-affiliates of the Company. Of the 1,221,486,066 restricted shares held by non-affiliates of the Company, 1,221,486,066, or 100%, of those shares may be eligible for resale if and when applicable exemptions are available to the respective holders. As of June 6, 2013, there were 230 stockholders of record of the Company’s common stock, representing over 6500 stockholders. As of June 6, 2013, there were a total of 65,060,486 preferred shares issued and outstanding in the Company’s Class A, B, C, D, E, F and G Convertible Preferred Stock.

Item 8.01

Other Events

As previously reported, the Company has been working toward completing the filing of its annual reports on Form 10-K and the subsequent quarterly reports on Form 10-Q. The Company continues to be unable to resolve certain items that would have a direct impact on the information required to be disclosed and the Company’s ability to file the report. These and other factors has created a heavy reporting burden on the Company, requiring management to spend excessive time and effort preparing and reviewing old information instead of focusing on business operations and requiring the Company to spend more money on outside counsel and auditors to help prepare the reports. Because obtaining certain third-party information required has been not readily available to the Company in part due to circumstances beyond the Company’s control and the unreasonable effort and expense necessitated as a result thereof, the Company will be requesting approval from the Security and Exchange Commission’s (“SEC’s”) Office of Chief Accountant at the Division of Corporate Finance to file a single comprehensive Form 10-K and Form 10-Q reports for only the current year instead of all the individual previous reports, with all of the audited and review information from those previous reports to be included in the comprehensive report.

As a result, the Company now expects to have its 2010 Form 10-K filed during the third quarter of 2013 along with the 2012 Comprehensive Form 10-K and the 2013 quarterly reports. In the event that the SEC does not approve the Company’s request, the Company may need to secure additional funding and personnel to complete all of the historical reports. If the Company is unable to do so, the reports may be delayed further. Once these reports are filed, the Company expects no further delays in its annual and quarterly reports during the remainder of fiscal year 2013.

The Company was initially delayed in filing these reports due to a number of unforeseen factors that impacted its ability to collect and prepare the required information and audit confirmations from third parties, delays connected with the acquisition, maintenance and divesture of the Liberation Film Library, the availability of certain professionals crucial to the timely completion of the annual and quarterly filings, the availability of funds, the acquisition and location of certain files and documents, operational issues, and the resolution of certain contemplated and filed legal actions by both the Company and by third parties, most of which were related directly and/or indirectly to the Liberation Film Library transaction. The Company had made recent financial and legal arrangements which management believes should allow it to complete and file the annual and quarterly reports in a timely manner.

In addition to the filings discussed above, the Company is also preparing additional filings to be filed with OTC Markets. Further, the Company anticipates holding its annual stockholder meeting during the fourth quarter of 2013, with a specific location and specific date and time still to be determined. During this time, the Company has provided updated company and share information on its website at www.camelotent.com, through these Form 8-K filings and at www.otcmarkets.com.

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: February 15, 2013	By:	/s/ Robert P. Atwell
Dated: June 7, 2013	By:	/s/ Robert P. Atwell
		Robert P. Atwell
		Chairman

Filing Compare · Camelot Entertainment Group, Inc.