Notes to the Financial Statements
NOTE 1. BASIS OF PRESENTATION
Camelot Corporation ("Camelot Colorado") was incorporated pursuant to the laws
of the State of Colorado on September 5, 1975, and completed a $500,000 public
offering of its common stock in March 1976. The Company made several
acquisitions and divestments of businesses. The Company was delisted from
NASDAQ's Small Cap Market on February 26, 1998. In July 1998 all employees of
Camelot Colorado were terminated. Its directors and officers have since provided
unpaid services on a part-time basis to the Company.
On April 28, 2011, at the special meeting, a majority of the shareholders of
Camelot Corporation approved the adoption of a proposed Agreement and Plan of
Merger, to reincorporate Camelot Corporation, a Colorado corporation in the
State of Nevada by merger with and into a Nevada corporation with the name
Camelot Corporation ("Camelot Nevada") (the "Migratory Merger"). Camelot
Colorado formed Camelot Nevada expressly for the purpose of the Migratory
Merger.
On September 21, 2012, Andrea Lucanto ("Ms. Lucanto"), the sole officer and
director of the company agreed to assume the debt of $74,345 owed by the company
to a third party. In exchange Ms. Lucanto was issued 74,345 shares of the
company's common stock. The stock was valued at $1.00 per share which was the
last price at which the stock was traded. Upon issuance of the shares Ms.
Lucanto owns 1,784,497 shares of Common Stock, or approximately 85.76% of the
issued and outstanding Common Stock.
On December 12, 2012, Comjoyful International Ltd., a company incorporated under
the laws of the British Virgin Islands (the "Purchaser") and Andrea Lucanto (the
"Seller" or "Ms. Lucanto") entered into a Stock Purchase Agreement (the "Stock
Purchase Agreement") pursuant to which the Seller sold to the Purchaser
1,784,497 shares of Camelot Nevada's common stock, par value $0.01 per share
(the "Common Stock"), representing approximately 85.76% of the total issued and
outstanding shares of Common Stock, for a total consideration of $300,000, of
which amount $212,381.21 was used to pay off certain liabilities of the Camelot
Nevada. The source of the purchase price was from personal funds of certain of
the shareholders of the Purchaser's parent company. We refer to the transaction
consummated under the Stock Purchase Agreement as the "Transaction". Upon the
closing of such Transaction, the Purchaser acquired 1,784,497 shares of Common
Stock, or approximately 85.76% of the issued and outstanding Common Stock and
attained voting control of Camelot Nevada.
On December 13, 2012, our sole director and officer, Ms. Lucanto resigned from
her officer positions, and Mr. Yazhong Liao ("Mr. Liao") was appointed as Chief
Executive Officer, President and Chief Financial Officer of the Company and as a
director.
On December 28, 2012, Camelot Nevada set up a subsidiary, Comjoyful
International Company, which is incorporated pursuant to the laws of the State
of Nevada. On the same day, Camelot Nevada and its wholly-owned subsidiary,
Comjoyful International Company entered into an Agreement and Plan of Merger
(the "Merger") and on January 2, 2013 filed with the Secretary of State of
Nevada Articles of Merger, pursuant to which the Comjoyful International Company
was merged with and into Camelot Nevada. The legal existence of the Comjoyful
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International Company, which had no assets or operations on the date of the
Merger, was terminated effectively as of the consummation of the Merger. Under
Nevada law (NRS Section 92A.180), Camelot Nevada may merge Comjoyful
International Company into itself without stockholder approval and effectuate a
name change without stockholders' approval. As a result, Camelot Nevada was the
survivor of the Merger and changed its name to Comjoyful International Company
(the "Company").
In November 2011, the Company determined it was in its best interests to
terminate the mineral lease entered into with Timberwolf Minerals, Ltd on June
11, 2010. The Company is now seeking an operating company to acquire.
The accompanying financial statements have been presented in accordance with
accounting principles generally accepted in the United States of America ("U.S.
GAAP"). In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations, and cash flows at January 31, 2013, and for all periods
presented herein, have been made.
It is suggested that these financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's April 30, 2012
audited financial statements. The results of operations for the period ended
January 31, 2013 is not necessarily indicative of the operating results for the
full year.
NOTE 2. GOING CONCERN
The Company's financial statements are prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of obligations in
the normal course of business. However, the Company has recurring losses and an
accumulated deficit of $33,177,152 as of January 31, 2013 and $33,152,053 as of
April 30, 2012. The Company currently does not have any revenue generating
operations. These conditions raise substantial doubt about the ability of the
Company to continue as a going concern.
In view of these matters, continuation as a going concern is dependent upon
continued operations of the Company, which in turn is dependent upon the
Company's ability to, meets its financial requirements, raise additional
capital, and the success of its future operations. The financial statements do
not include any adjustments to the amount and classification of assets and
liabilities that may be necessary should the Company not continue as a going
concern.
Management plans to fund the operations of the Company through advances from
existing shareholders. There are no written agreements in place for such funding
or issuance of securities and there can be no assurance that such will be
available in the future. Management believes that this plan provides an
opportunity for the Company to continue as a going concern.
NOTE 3. RECENT ACCOUNTING PRONOUNCEMENTS
There were various accounting standards and updates recently issued, none of
which are expected to have a material impact on the Company's financial
position, operations, or cash flows.
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NOTE 4. BASIC EARNINGS/(LOSS) PER SHARE
ASC No. 260, "Earnings (loss) Per Share", specifies the computation,
presentation and disclosure requirements for earnings (loss) per share for
entities with publicly held common stock. The Company has adopted the provisions
of ASC No. 260.
Basic earnings (loss) per share are computed by dividing the net income or loss
by the weighted average number of common shares outstanding during the period.
Diluted earnings (loss) per share were the same as basic earnings per share due
to the lack of dilutive items in the Company and the fact that Company is in net
loss.
NOTE 5. RELATED PARTY TRANSACTIONS
The Company uses the office of its President for its minimal office facility
needs for no consideration. No provision for these costs has been provided since
it has been determined to be immaterial.
Through April 30, 2012, the Company's former President has advanced the Company
$65,025. The advances bear an annual interest rate of six percent and have no
specific repayment terms. During the nine months ended January 31, 2013 and
2012, the Company recorded interest of $2,395 and $2,484, respectively. During
the three months ended January 31, 2013 and 2012, the Company recorded interest
of $453 and $756, respectively.
On December 12, 2012, advances from related party and related accrued interest
payable have been paid off by the Purchaser in accordance with the Stock
Purchase Agreement.
NOTE 6. NOTE PAYABLE
Effective October 20, 2009, the Company gave a demand promissory note, in
exchange for payables, to Daniel Wettreich, its former CEO and majority
shareholder, for $116,511 without interest. On November 20, 2009, Mr. Wettreich
sold the demand promissory note to an unrelated third party. On July 20, 2010,
the demand promissory note was cancelled and a new interest-bearing promissory
note was issued as a substitute. The July 20, 2010 Promissory Note is in the
principal amount of $117,000, bears an annual interest rate of six percent, is
due and payable on November 30, 2015 and is collateralized by all the assets of
the Company. During the nine months ended January 31, 2013 and 2012, the Company
recorded interest of $4,729 and $5,265, respectively. During the three months
ended January 31, 2013 and 2012, the Company recorded interest of $1,218 and
$1,755, respectively.
On December 12, 2012, note payable and related accrued interest payable have
been paid off by the Purchaser in accordance with the Stock Purchase Agreement.
NOTE 7. SUBSEQUENT EVENTS
Management has considered all events occurring through the date the financial
statements have been issued, and has determined that there are no such events
that are material to the financial statements.
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