Notes to the Financial Statements
July 31, 2013
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.
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 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 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").
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 $33,271,274 and $33,224,206 as of July
31, 2013 and April 30, 2013, respectively. 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.
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 position.
NOTE 5. RELATED PARTY TRANSACTIONS
Through July 31, 2013 and April 30,
2013, Wuxi KangJiaFu Royal Traditional Investment Management Co., Ltd (the "Wuxi KJF") has advanced the Company
$94,068 and $47,000 which is non-interest bearing. The Company's President Mr. Liao owns a 60.004% equity interest of
Wuxi KJF.
Through July 31, 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 three month period ended July 31, 2012 the Company recorded accrued interest payable of $971. On December 12,
2012, advances from the Company's former President 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 three months ended July 31, 2013 and 2012,
the Company recorded interest of $nil and $1,755, respectively.
On December 12, 2012, the note payable
and related accrued interest payable have been paid in full by the Purchaser in accordance with the Stock Purchase Agreement.
NOTE 7. INCOME TAX
The Company has not recorded tax provision
for U.S tax purposes as we have no assessable profits. The Company has a deferred tax asset consisted entirely of the benefit from
net operating loss (NOL) carry forwards. The ultimate realization of deferred tax assets depends on the generation of future
taxable income during the periods in which those net operating losses are available.
The Company's deferred tax assets, valuation allowance, and change in valuation
allowance are as follows:
Period Ending
|
|
NOL Carry-forward
|
|
|
Estimated Tax Benefit from NOL
|
|
|
Valuation
Allowance
|
|
|
Change in Valuation Allowance
|
|
|
Net Tax Benefit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 31, 2013
|
|
$
|
439,948
|
|
|
$
|
81,390
|
|
|
$
|
(81,390
|
)
|
|
$
|
(8,707
|
)
|
|
$
|
-
|
|
April 30, 2013
|
|
$
|
392,880
|
|
|
$
|
72,683
|
|
|
$
|
(72,683
|
)
|
|
$
|
(13,349
|
)
|
|
$
|
-
|
|
The Company considers projected future
taxable income and tax planning strategies in making its assessment. At present, the Company does not have a sufficient operation
to conclude that it is more-likely-than-not that the Company will be able to realize all of its tax benefits in the near future
and therefore a valuation allowance was established for the full value of the deferred tax asset. A valuation allowance will be
maintained until sufficient positive evidence exists to support the reversal of any portion or all of the valuation allowance.
Should the Company start operations in future periods with a supportable trend, the valuation allowance will be reversed accordingly.
No tax returns have been filed and all years are subject to IRS audit.
The impact of an uncertain income tax position on the
income tax return must be recognized at the largest amount that is more-likely-than not to be sustained upon audit by the
relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being
sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes. The
Company did not recognize any income tax due to an uncertain tax position or incur any interest and penalties related to
potential underpaid income tax expenses during the three months ended July 31, 2013 and 2012 as management believes there
were none as of July 31, 2013 and 2012, respectively.
NOTE 8. 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.