8k
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of
Report: (Date of earliest event reported): June 30, 2005
Commission
File No.: 000-30785
CAMELOT
ENTERTAINMENT GROUP, INC.
--------------------------------------------------------------------------------
(Exact
name of registrant as specified in its charter)
DELAWARE
52-2195605
--------------------------------------------------------------------------------
(State
or
other jurisdiction of (IRS Employer Identification No.)
incorporation
or organization)
2020
Main
Street, Suite 990
Irvine,
CA 92614
-----------------------------------------------------
(Address
of principal executive offices)
(949)
777-1080
------------------------
(Issuer
telephone number)
-------------------------------------------
(Former
name, if changed since last report)
100
East
San Marcos Blvd., Suite 400
San
Marcos, CA 92069
------------------------------------------------------------
(Former
address, if changed since last report)
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:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange
Act
(17
CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange
Act
(17
CFR
240.13e-4(c))
SECTION
5
- CORPORATE GOVERNANCE AND MANAGEMENT
ITEM
5.03
AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
On
June
30, 2005, the Company filed two Preferred Stock Designations with the State
of
Delaware. These Preferred Stock Designations establish the rights and
preferences for Preferred Stockholders of the Company.
SECTION
9
- FINANCIAL STATEMENTS AND EXHIBITS
ITEM
9.01
FINANCIAL STATEMENTS AND EXHIBITS
| (A) |
Class
A Preferred Stock Designation
|
| (B) |
Class
B Preferred Stock Designation
|
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
thereunto authorized.
Camelot
Entertainment Group, Inc.
By:
/s/ Robert P. Atwell
June
30,
2005
Robert
P.
Atwell
CEO
CAMELOT
ENTERTAINMENT GROUP, INC.
_________________________
CERTIFICATE
OF DESIGNATION
OF
CLASS A CONVERTIBLE PREFERRED STOCK
Pursuant
to Section 151 of the
General
Corporation Law of
the
State of Delaware
Camelot
Entertainment Group, Inc., a corporation organized and existing under
the
General Corporation Law of the State of Delaware, in accordance with
the
provisions of Section 103 thereof, DOES HEREBY CERTIFY:
That
pursuant to the authority invested to the Board of Directors of the Corporation
in accordance with the provisions of the Certificate of Incorporation of
said
Corporation, as amended, (the “Certificate of Incorporation”), and Article 5 of
the Corporation’s By-Laws, as amended, (the “By-Laws”), the said Board of
Directors on January 5, 2005, adopted the following resolution creating a
class
of ten million (10,000,000) shares of Preferred Stock designated as “Class A
Convertible Preferred Stock.”
RESOLVED
that, pursuant to the authority vested in the Board of Directors of this
Corporation in accordance with the provisions of the Certificate of
Incorporation and the By-Laws, a class of Preferred Stock, par value $.001
per
share, of the Corporation be and hereby is created and that the designation
and
number of shares thereof and the voting and other powers, preferences,
limitations, restrictions and relative rights thereof are as
follows:
Class
A Convertible Preferred Stock
1. Designation
and Amount.
There
shall be a class of Preferred Stock that shall be designated as “Class A
Convertible Preferred Stock,”and
the
number of
shares
constituting such class shall be 10,000,000. Such number of shares may be
increased or decreased by resolution of the Board of Directors; provided,
however, that no decrease shall reduce the number of shares of Class A
Convertible Preferred
Stock to less than the number of shares then issued and outstanding plus
the
number of shares issuable upon exercise of outstanding rights,
options or warrants or upon conversion of outstanding securities issued by
the
Corporation.
2. Ranking.
The
Class A Convertible Preferred Stock shall rank junior
to
the Corporation’s Class B Convertible Preferred Stock as to the payment of
dividends and as to the distribution of assets upon liquidation, dissolution
or
winding up, unless the term of
any
such series shall provide otherwise, and shall rank senior to the Common
Stock
as
to such matters.
3. Dividends
and Distributions.
Subject
to the rights of the holders of any shares of any
class
or series of stock of the Corporation ranking prior and superior to the
shares
of
Class A Convertible Preferred Stock with respect to dividends, the
holders of shares of Class A Convertible Preferred Stock, in preference
to
the holders of shares of any class or series of stock of the Corporation
ranking
junior to the Class A Convertible Preferred Stock thereof,
shall be entitled to receive dividends, out of funds legally available
therefor.
Said
dividends shall be payable only when as, and if declared by the Board of
Directors, and shall not be cumulative.
4. Voting
Rights.
The
holders of shares of Class A Convertible Preferred Stock
shall
have the following voting rights:
(A)
Each
share of Class A Convertible Preferred Stock shall entitle the
holder thereof to a number of votes equal to fifty (50) votes.
(B)
Except as required by law, holders of Class A Convertible Preferred
Stock
shall
have no special voting rights and their consent
shall not be required (except to the extent they are entitled to vote with
holders of Common Stock as set forth herein) for taking any corporate
action.
5. Conversion.
(A)
Right
to Convert.
Holders
of Class A Convertible Preferred Stock shall have the right, upon demand,
to
convert any or all of their Class A Convertible Preferred Stock into 2 shares
of
fully paid and nonassessable shares of Common Stock for each share of Class
A
Convertible Preferred Stock held. In addition, holders of Class A Convertible
Preferred Stock will have the right to convert, as described below, upon
an
initial or secondary public offering of the Common Stock by the Corporation
or
in the event of a change in control as defined in the Rules and Regulations
of
the Securities and Exchange Commission.
(B)
Mechanics
of Conversion.
(i)
Any
holder of Class A Convertible Preferred Stock may exercise the right to convert
such shares into Common Stock by delivering to the Corporation during regular
business hours, at the office of the Corporation or any transfer agent of
the
Corporation or at such other place as may be designated by the Corporation,
the
certificate or certificates for the shares to be converted (the “Class A
Preferred Certificate”), duly endorsed or assigned in blank to the Corporation
(if required by it).
(ii)
Each
Class A Preferred Certificate shall be accompanied by written notice stating
that such holder elects to convert such shares and stating the name or names
(with address) in which the certificate or certificates for the shares of
Common
Stock (the “Common Certificate”) are to be issued. Such conversion shall be
deemed to have been effected on the date when such delivery is made, and
such
date is referred to herein as the “Conversion Date.”
(iii)
As
promptly as practicable thereafter, the Corporation shall issue and deliver
to
or upon the written order of such holder, at the place designated by such
holder, a certificate or certificates for the number of shares of Common
Stock
to which such holder is entitled.
(iv)
The
person in whose name the certificate or certificates for Common Stock are
to be
issued shall be deemed to have become a holder of record of Common Stock
on the
applicable Conversion Date, unless the transfer books of the Corporation
are
closed on such Conversion Date, in which event the holder shall be deemed
to
have become the stockholder of record on the next succeeding date on which
the
transfer books are open, provided that the Conversion Price shall be that
Conversion Price in effect on the Conversion Date.
(v)
Upon
conversion of only a portion of the number of shares covered by a Class A
Preferred Certificate, the Corporation shall issue and deliver to or upon
the
written order of the holder of such Class A Preferred Certificate, at the
expense of the Corporation, a new certificate covering the number of shares
of
the Class A Convertible Preferred Stock representing the unconverted portion
of
the Class A Preferred Certificate, which new certificate shall entitle the
holder thereof to all the rights, powers and privileges of a holder of such
shares.
(C)
Conversion
Fees.
The
Corporation shall pay all documentary, stamp or other transactional taxes
(excluding income taxes) attributable to the issuance or delivery of shares
of
capital stock of the Corporation upon conversion of any shares of Class A
Convertible Preferred Stock; provided,
however,
that
the Corporation shall not be required to pay any taxes which may be payable
in
respect of any transfer involved in the issuance or delivery of any certificate
for such shares in a name other than that of the holder of the Class A
Convertible Preferred Stock in respect of which such shares of Class A
Convertible Preferred Stock are being issued.
(D)
Reservation
of Stock.
The
Corporation shall reserve out of its authorized but unissued shares of Common
Stock solely for the purpose of effecting the conversion of the Class A
Convertible Preferred Stock sufficient shares of Common Stock to provide
for the
conversion of all outstanding shares of Class A Convertible Preferred Stock.
In
the event there are not sufficient shares of Common Stock available at the
time
of issuance to provide for the conversion of all outstanding shares of Class
A
Convertible Preferred Stock, the Corporation shall take whatever steps are
necessary to insure that the authorized but unissued shares of Common Stock
will
be available as soon as practicable following any issuance of Class A
Convertible Preferred Stock as provided for herein.
(E)
Status
of Common Stock.
All
shares of Common Stock which may be issued in connection with the conversion
provisions set forth herein will, upon issuance by the Corporation, be validly
issued, fully paid and nonassessable, not subject to any preemptive or similar
rights and free from all taxes, liens or charges with respect thereto created
or
imposed by the Corporation.
6. Reacquired
Shares.
Any
shares of Class A Convertible Preferred Stock converted
or otherwise acquired by the Corporation in any manner whatsoever shall
be
retired promptly after the acquisition thereof. Upon their
retirement, at the sole discretion of the Corporation, all such shares shall
either be (i) permanently retired, or (ii) become shall become authorized
but
unissued shares of Preferred Stock that may
be
reissued as part of a new series of Preferred Stock (to be created by resolution
or resolutions of the Board of Directors, subject to any conditions and
restrictions on issuance set forth herein).
7. Merger,
Consolidation, Etc.
Should
the Corporation enter into any merger, consolidation,
combination or other transaction in which the outstanding shares
of
Common Stock are exchanged for or changed into other stock or securities,
cash and/or any other property, then each share of Class A Convertible Preferred
Stock
shall at
the same time be similarly exchanged or changed in an amount per share equal
to
50 shares of the Corporation’s Common Stock,
into
which or for which each share of Common
Stock
is changed or exchanged.
8. Liquidation
Rights.
(A)
Upon
any liquidation, dissolution or winding up of the Corporation, voluntary
or
otherwise, the holders of Class A Convertible Preferred Stock shall rank
senior
and prior to holders of the Corporation’s Common Stock, but shall rank junior to
holders of any other series or class of the Corporation’s Preferred
Stock.
(B)
In
the event of any liquidation, dissolution or winding-up of the Corporation,
the
sole participation to which the holders of Class A Convertible Preferred
Stock
then outstanding shall be entitled, out of the assets of the Corporation
legally
available for distribution to its stockholders, whether from capital, surplus
or
earnings, to receive, before any payment shall be made to the holders of
Common
Stock or any other class or series of stock ranking on liquidation junior
to
such Class A Convertible Preferred Stock, an amount per share equal to $1.00.
If
upon any such liquidation of the Corporation, the remaining assets of the
Corporation available for distribution to its stockholders shall be insufficient
to pay the holders of Class A Convertible Preferred Stock the full amount
to
which they shall be entitled, the holders of Class A Convertible Preferred
Stock
and any class or series of stock ranking on liquidation on a parity with
the
Class A Convertible Preferred Stock shall share pari passu
in any
distribution of the remaining assets and funds of the Corporation in proportion
to the respective liquidation amounts of the Preferred Stock that would
otherwise be payable to the holders of Preferred Stock with respect to the
shares held by them upon such distribution if all amounts payable on or with
respect to such shares were paid in full.
(C)
Neither the merger or consolidation of the Corporation into or with another
corporation nor the merger or consolidation of any other corporation into
or
with the Corporation shall be deemed to be a liquidation, dissolution or
winding
up of the Corporation within the meaning of this Section 8.
9. Certain
Covenants.
Any
registered holder of Class A Convertible Preferred Stock may proceed to protect
and enforce its rights and the rights of such holders by any available remedy
by
proceeding at law or in equity to protect and enforce any such rights, whether
for the specific enforcement of any provision in this Certificate of Designation
or in aid of the exercise of any power granted herein, or to enforce any
other
proper remedy.
10. Amendment.
At
any
time that any shares of Class A Convertible Preferred Stock are outstanding,
the
Restated Certificate of Incorporation of the Corporation
shall not be amended in any manner which would materially alter or change
the powers, preferences or special rights of the Class A Convertible Preferred
Stock
so as to
affect it adversely without the affirmative vote of
the
holders of two-thirds of the outstanding shares of Class A Convertible Preferred
Stock, voting separately as a class.
11. Notice
to the Corporation.
All
notices and other communications required or permitted to be given to the
Corporation hereunder shall be made by first-class mail, postage prepaid,
to the
Corporation at its principal executive offices (currently located on the
date of
the adoption of these resolutions) at the following address: 2020 Main Street,
Suite 990, Irvine, California 92614. Any notice to the stockholders shall
me
made to their address as set forth on the books and records of the
Corporation.
IN
WITNESS WHEREOF, the undersigned have executed this Certificate of Designation
to be duly executed on behalf of the Corporation effective June 29,
2005.
CAMELOT
ENTERTAINMENT GROUP, INC.
Robert
Atwell, President
CAMELOT
ENTERTAINMENT GROUP, INC.
_________________________
CERTIFICATE
OF DESIGNATION
OF
CLASS B CONVERTIBLE PREFERRED STOCK
Pursuant
to Section 151 of the
General
Corporation Law of
the
State of Delaware
Camelot
Entertainment Group, Inc., a corporation organized and existing under
the
General Corporation Law of the State of Delaware, in accordance with
the
provisions of Section 103 thereof, DOES HEREBY CERTIFY:
That
pursuant to the authority invested to the Board of Directors of the Corporation
in accordance with the provisions of the Certificate of Incorporation of
said
Corporation, as amended, (the “Certificate of Incorporation”), and Article 5 of
the Corporation’s By-Laws, as amended, (the “By-Laws”), the said Board of
Directors on January 5, 2005, adopted the following resolution creating a
class
of ten million (10,000,000) shares of Preferred Stock designated as “Class B
Convertible Preferred Stock.”
RESOLVED
that, pursuant to the authority vested in the Board of Directors of this
Corporation in accordance with the provisions of the Certificate of
Incorporation and the By-Laws, a class of Preferred Stock, par value $.001
per
share, of the Corporation be and hereby is created and that the designation
and
number of shares thereof and the voting and other powers, preferences,
limitations, restrictions and relative rights thereof are as
follows:
Class
B Convertible Preferred Stock
1. Designation
and Amount.
There
shall be a class of Preferred Stock that shall be designated as “Class B
Convertible Preferred Stock,”and
the
number of
shares
constituting such class shall be 10,000,000. Such number of shares may be
increased or decreased by resolution of the Board of Directors; provided,
however, that no decrease shall reduce the number of shares of Class B
Convertible Preferred
Stock to less than the number of shares then issued and outstanding plus
the
number of shares issuable upon exercise of outstanding rights,
options or warrants or upon conversion of outstanding securities issued by
the
Corporation.
2. Ranking.
As
to the
payment of dividends and as to the distribution of assets upon liquidation,
dissolution or winding up, the
Class
B Convertible Preferred Stock shall rank senior
to
the Corporation’s Class A Convertible Preferred Stock, Common
Stock,
and
to
all other classes or class of stock issued by the Corporation, except as
otherwise approved by the affirmative vote or consent of the holders of a
majority of the shares of Class B Stock.
3. Dividends
and Distributions.
Subject
to the rights of the holders of any shares of any
class
or series of stock of the Corporation ranking prior and superior to the
shares
of
Class B Convertible Preferred Stock with respect to dividends, the
holders of shares of Class B Convertible Preferred Stock, in preference
to
the holders of shares of any class or series of stock of the Corporation
ranking
junior to the Class B Convertible Preferred Stock thereof,
shall be entitled to receive dividends, out of funds legally available
therefor.
Said
dividends shall be payable only when as, and if declared by the Board of
Directors, and shall not be cumulative.
4. Voting
Rights.
The
holders of shares of Class B Convertible Preferred Stock
shall
have the following voting rights:
(A)
Each
share of Class B Convertible Preferred Stock shall entitle the
holder thereof to a number of votes equal to one thousand (1,000)
votes.
(B)
Except as required by law, holders of Class B Convertible Preferred
Stock
shall
have no special voting rights and their consent
shall not be required (except to the extent they are entitled to vote with
holders of Common Stock as set forth herein) for taking any corporate
action.
5. Conversion.
(A)
Right
to Convert.
Holders
of Class B Convertible Preferred Stock shall have the right, once the thirty
day
moving average bid price of the common stock is at or exceeds fifteen cents
per
share, to convert any or all of their Class B Convertible Preferred Stock
into
10 shares of fully paid and nonassessable shares of Common Stock for each
share
of Class B Convertible Preferred Stock held. In addition, holders of Class
B
Convertible Preferred Stock will have the right to convert, as described
below,
upon an initial or secondary public offering of the Common Stock by the
Corporation or in the event of a change in control as defined in the Rules
and
Regulations of the Securities and Exchange Commission.
(B)
Mechanics
of Conversion.
(i)
Any
holder of Class B Convertible Preferred Stock may exercise the right to convert
such shares into Common Stock by delivering to the Corporation during regular
business hours, at the office of the Corporation or any transfer agent of
the
Corporation or at such other place as may be designated by the Corporation,
the
certificate or certificates for the shares to be converted (the “Class B
Preferred Certificate”), duly endorsed or assigned in blank to the Corporation
(if required by it).
(ii)
Each
Class B Preferred Certificate shall be accompanied by written notice stating
that such holder elects to convert such shares and stating the name or names
(with address) in which the certificate or certificates for the shares of
Common
Stock (the “Common Certificate”) are to be issued. Such conversion shall be
deemed to have been effected on the date when such delivery is made, and
such
date is referred to herein as the “Conversion Date.”
(iii)
As
promptly as practicable thereafter, the Corporation shall issue and deliver
to
or upon the written order of such holder, at the place designated by such
holder, a certificate or certificates for the number of shares of Common
Stock
to which such holder is entitled.
(iv)
The
person in whose name the certificate or certificates for Common Stock are
to be
issued shall be deemed to have become a holder of record of Common Stock
on the
applicable Conversion Date, unless the transfer books of the Corporation
are
closed on such Conversion Date, in which event the holder shall be deemed
to
have become the stockholder of record on the next succeeding date on which
the
transfer books are open, provided that the Conversion Price shall be that
Conversion Price in effect on the Conversion Date.
(v)
Upon
conversion of only a portion of the number of shares covered by a Class B
Preferred Certificate, the Corporation shall issue and deliver to or upon
the
written order of the holder of such Class B Preferred Certificate, at the
expense of the Corporation, a new certificate covering the number of shares
of
the Class B Convertible Preferred Stock representing the unconverted portion
of
the Class B Preferred Certificate, which new certificate shall entitle the
holder thereof to all the rights, powers and privileges of a holder of such
shares.
(C)
Conversion
Fees.
The
Corporation shall pay all documentary, stamp or other transactional taxes
(excluding income taxes) attributable to the issuance or delivery of shares
of
capital stock of the Corporation upon conversion of any shares of Class B
Convertible Preferred Stock; provided,
however,
that
the Corporation shall not be required to pay any taxes which may be payable
in
respect of any transfer involved in the issuance or delivery of any certificate
for such shares in a name other than that of the holder of the Class B
Convertible Preferred Stock in respect of which such shares of Class B
Convertible Preferred Stock are being issued.
(D)
Reservation
of Stock.
The
Corporation shall reserve out of its authorized but unissued shares of Common
Stock solely for the purpose of effecting the conversion of the Class B
Convertible Preferred Stock sufficient shares of Common Stock to provide
for the
conversion of all outstanding shares of Class B Convertible Preferred Stock.
In
the event there are not sufficient shares of Common Stock available at the
time
of issuance to provide for the conversion of all outstanding shares of Class
B
Convertible Preferred Stock, the Corporation shall take whatever steps are
necessary to insure that the authorized but unissued shares of Common Stock
will
be available as soon as practicable following any issuance of Class B
Convertible Preferred Stock as provided for herein.
(E)
Status
of Common Stock.
All
shares of Common Stock which may be issued in connection with the conversion
provisions set forth herein will, upon issuance by the Corporation, be validly
issued, fully paid and nonassessable, not subject to any preemptive or similar
rights and free from all taxes, liens or charges with respect thereto created
or
imposed by the Corporation.
6. Reacquired
Shares.
Any
shares of Class B Convertible Preferred Stock converted
or otherwise acquired by the Corporation in any manner whatsoever shall
be
retired promptly after the acquisition thereof. Upon their
retirement, at the sole discretion of the Corporation, all such shares shall
either be (i) permanently retired, or (ii) become authorized but unissued
shares
of Preferred Stock that may
be
reissued as part of a new series of Preferred Stock (to be created by resolution
or resolutions of the Board of Directors, subject to any conditions and
restrictions on issuance set forth herein).
7. Merger,
Consolidation, Etc.
Should
the Corporation enter into any merger, consolidation,
combination or other transaction in which the outstanding shares
of
Common Stock are exchanged for or changed into other stock or securities,
cash and/or any other property, then each share of Class B Convertible Preferred
Stock
shall at
the same time be similarly exchanged or changed in an amount per share equal
to
100 shares of the Corporation’s Common Stock,
into
which or for which each share of Common
Stock
is changed or exchanged.
8. Liquidation
Rights.
(A)
Upon
any liquidation, dissolution or winding up of the Corporation, voluntary
or
otherwise, the holders of Class B Convertible Preferred Stock shall rank
senior
and prior to holders of the Corporation’s Class A Convertible Preferred Stock,
holders of the Corporation’s Common Stock, and to all other classes or series of
stock issued by the Corporation, except as otherwise approved by the affirmative
vote or consent of the holders of at least a majority of Class B Stock
outstanding pursuant to Section 5(A) hereof..
(B)
In
the event of any liquidation, dissolution or winding-up of the affairs of
the
Corporation, the sole participation to which the holders of shares of Class
B
Convertible Preferred Stock then outstanding shall be entitled, out of the
assets of the Corporation legally available for distribution to its
stockholders, whether from capital, surplus or earnings, to receive, before
any
payment shall be made to the holders of the Corporation’s Class A Convertible
Preferred Stock, Common Stock or any other class or series of stock ranking
on
Liquidation junior to such Class B Stock, an amount per share equal to $1.00.
If
upon any such Liquidation of the Corporation, the remaining assets of the
Corporation available for distribution to its stockholders shall be insufficient
to pay the holders of shares of Class B Stock the full amount to which they
shall be entitled, the holders of shares of Class B Stock and any class or
series of stock ranking on liquidation on a parity with the Class B Stock
shall
share pari passu
in any
distribution of the remaining assets and funds of the Corporation in proportion
to the respective liquidation amounts of the Preferred Stock that would
otherwise be payable to the holders of Preferred Stock with respect to the
shares held by them upon such distribution if all amounts payable on or with
respect to such shares were paid in full.
(C)
Neither the merger or consolidation of the Corporation into or with another
corporation nor the merger or consolidation of any other corporation into
or
with the Corporation shall be deemed to be a liquidation, dissolution or
winding
up of the Corporation within the meaning of this Section 8.
9. Certain
Covenants.
Any
registered holder of Class B Convertible Preferred Stock may proceed to protect
and enforce its rights and the rights of such holders by any available remedy
by
proceeding at law or in equity to protect and enforce any such rights, whether
for the specific enforcement of any provision in this Certificate of Designation
or in aid of the exercise of any power granted herein, or to enforce any
other
proper remedy.
10. Amendment.
At
any
time that any shares of Class B Convertible Preferred Stock are outstanding,
the
Restated Certificate of Incorporation of the Corporation
shall not be amended in any manner which would materially alter or change
the powers, preferences or special rights of the Class B Convertible Preferred
Stock
so as to
affect it adversely without the affirmative vote of
the
holders of two-thirds of the outstanding shares of Class B Convertible Preferred
Stock, voting separately as a class.
11. Notice
to the Corporation.
All
notices and other communications required or permitted to be given to the
Corporation hereunder shall be made by first-class mail, postage prepaid,
to the
Corporation at its principal executive offices (currently located on the
date of
the adoption of these resolutions) at the following address: 2020 Main Street,
Suite 990, Irvine, California 92614. Any notice to the stockholders shall
me
made to their address as set forth on the books and records of the
Corporation.
IN
WITNESS WHEREOF, the undersigned have executed this Certificate of Designation
to be duly executed on behalf of the Corporation effective June 29,
2005.
CAMELOT
ENTERTAINMENT GROUP, INC.
Robert
Atwell, President
George
Jackson, Secretary
George
Jackson, Secretary