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~~May 318, 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 38.0201 ~~Unregistered~~OTHER ~~Sales of Equity Securities~~EVENTS

~~From~~On ~~January~~May 18, 2012 ~~through January 31~~, ~~2012,~~Camelot ~~the~~Entertainment ~~Company did not issue any shares~~Group, ~~including~~Inc. ~~shares~~("Camelot") toissued ~~retire~~a ~~its~~press ~~debt~~release ~~through~~announcing the ~~issuance~~effective date of ~~common~~May ~~stock. Historically~~8, ~~upon~~2012 ~~the~~for ~~issuance of~~ the ~~common stock~~2,000:1 ~~the~~reverse ~~Company~~stock ~~reduced~~split ~~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~~company’s ~~of its~~ common stock asand ~~of December 30, 2011 on~~ its ~~report~~new onstock ~~Form~~symbol, ~~8-K~~also ~~filed~~effective onMay ~~December 30~~8, 2011: “CMGRD. At” ~~that~~After ~~time,~~20 ~~the~~business ~~Company reported that it had 6~~days,~~228,325,333~~ ~~shares~~the ofsymbol ~~common~~will ~~stock~~revert ~~issued~~back ~~and~~to ~~outstanding~~the ~~and~~original ~~65,060,486~~symbol ~~preferred~~“CMGR.” A ~~shares~~copy ~~issued~~of ~~and~~Camelot’s ~~outstanding~~press inrelease ~~its~~is ~~Class~~attached A,hereto B,as C,Exhibit ~~D, E, F and G Convertible Preferred Stock~~99.1.

~~Subsequent~~In toaddition, ~~that~~all ~~report~~stockholders of record as of May 8, in2012 ~~the~~shall ~~process~~be eligible to receive as a cashless dividend shares of ~~completing~~Camelot’s ~~its~~Class ~~audit~~D Convertible Preferred Stock. Stockholders shall be eligible to receive 40 shares of the Class D Convertible Preferred Stock for each one million shares of common stock owned as of the ~~fiscal~~close ~~year~~of ~~ended~~trading ~~December~~on ~~31,~~May ~~2010~~7, 2012. Holders of Class D Convertible Preferred Stock shall have the ~~Company~~right, ~~and~~once ~~its~~Camelot’s ~~transfer~~common ~~agent~~stock ~~discovered~~achieves ~~two~~a ~~errors~~30 inday average closing bid price of $2.50 per share as determined by the Over The Counter Bulletin Board (“OTCBB”) historical daily stock ~~reports~~price quote, ~~which~~to ~~have~~convert ~~now~~any ~~been~~or ~~adjusted.~~all Inof ~~one~~their ~~instance,~~shares of Class D Convertible Preferred Stock into shares ~~had~~of ~~been~~fully ~~stopped~~paid and ~~were~~nonassessable toCamelot becommon ~~cancelled,~~stock ~~but~~on asa ofone ~~December~~for ~~31,~~one ~~2011~~basis. In addition, ~~those~~holders ~~shares~~of ~~had~~Class ~~not~~D ~~been~~Convertible ~~returned~~Preferred Stock will have the right to ~~treasury~~convert at the same ratio, ~~resulting~~as described in ~~those~~the ~~share~~designation, ~~amounts~~upon ~~being~~an ~~added~~initial ~~back~~or tosecondary public offering of Camelot common stock by Camelot, where the ~~total~~offering ~~outstanding~~price per share is $2.50 Inor greater. Camelot plans to begin the ~~second~~process ~~instance,~~of ~~shares~~registering ~~that~~these ~~had~~shares ~~been~~of ~~returned~~Class toD ~~treasury~~Preferred ~~and~~Stock ~~cancelled~~for ~~were~~distribution ~~still~~to ~~recorded~~its ascommon ~~being~~stockholders ~~issued~~after ~~and~~May ~~outstanding~~8, 2012.

AsITEM ~~of January 31, 2012, the total issued and outstanding shares were 6,287,805,333~~9. ~~The~~01 ~~total~~FINANCIAL ~~shares~~STATEMENTS ~~held~~AND 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.EXHIBITS

~~ITEM 8.01 Other Events~~(a) Exhibits

The Company is in the process of completing its 2010 annual report on Form 10-K and will be filing its Form 10-K as soon as the Company’s auditors and legal counsel have completed their review. The Company has begun working on the subsequent quarterly reports on Form 10-Q for the first, second and third quarters of fiscal year 2010 and on its annual report on Form 10-K for fiscal year 2011. The Company expects to have its 2010 Form 10-K filed this upcoming month, February 2012, with the 2011 Form 10-Q’s filed shortly thereafter.

Exhibit Number	Description

99.1	Press release

~~The~~(b) Financial Company had anticipated it would be able to file the 2010 annual report on Form 10-K by January 31, 2012, however certain disclosures concerning unresolved legal issues that had been expected to be finalized by January 30, 2012 were delayed, requiring an update of those disclosures and the impact on the Company’s financial statement. These matters, in addition to ongoing auditor and counsel review, resulted in the current delay. The Company expects no further delays in its annual and quarterly reports during fiscal year 2012.Statements

The Company was originally 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, maintenance and disposition 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 and on its website at www.camelotent.com.None

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 31, 2012	By:	/s/ Robert P. Atwell
Dated: May 8, 2012	By:	/s/ Robert P. Atwell
		Robert P. Atwell
		Chairman

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