baer_camelot-13d.htm
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UNITED
STATES
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SECURITIES AND EXCHANGE
COMMISSION
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Washington, D.C.
20549
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SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. ___________)*
Camelot
Entertainment Group, Inc.
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(Name
of Issuer)
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Common
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(Title
of Class of Securities)
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133223503
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(CUSIP
Number)
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Robert
P. Atwell
Chairman
Camelot
Entertainment Group, Inc.
8001
Irvine Center Drive Suite 400
Irvine
CA 92618
(949)
754-3030
www.camelotent.com
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(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
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1/26/2010
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(Date
of Event Which Requires Filing of this
Statement)
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If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule13D, and is filing this schedule
because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box.
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom copies are to
be sent.
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
Persons
who respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control
number.
1.
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Name
of Reporting Persons.
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Ted
Baer
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I.R.S.
Identification Nos. of above persons (entities only).
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a) o
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(b)
o
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4.
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Source
of Funds (See Instructions)
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Compensation
for legal services rendered to registrant
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o
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6.
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Citizenship
or Place of Organization
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Delaware,
United States
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Number
of
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7.
Sole Voting Power
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Shares
Bene-
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305,000,000
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ficially
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8.
Shared Voting Power
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Owned
by Each
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N/A
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Reporting
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9.
Sole Dispositive Power
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Person
With:
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305,000,000
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10.
Shared Dispositive Power
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N/A
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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305,000,000
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12.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o
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13.
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Percent
of Class Represented by Amount in Row (9)
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6%
(based on 4,429,475,903 shares of Common Stock outstanding on February 10,
2010. The total shares outstanding were obtained from the
Issuer’s disclosure in the Form 8-K filed by the Issuer on February 11,
2010.)
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14.
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Type
of Reporting Person (See Instructions)
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IN
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Item
1. Security and Issuer
This
statement on Schedule 13D (“Statement”) relates to the shares of
Common Stock, $.0001 par value per share (the “Common Stock”), of Camelot
Entertainment Group, Inc., a Delaware corporation (the “Issuer”), having its
principal executive offices at 8001 Irvine Center Drive, Suite 400, Irvine, CA
92618 and is being
filed by the Issuer.
Item
2. Identity and Background
(a)
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This
statement is filed by and on behalf of each of the following persons (the
“Reporting Persons”): (i) Ted
Baer.
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(b)
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The
address of the principal business office of each of the Reporting Persons
is as follows:
J.A.
Ted Baer, Esq.
Law
Office of J.A. Ted Baer
21
East Canon Perdido Street
Suite
223
Santa
Barbara, CA 93101
(805)
963-7177
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(c)
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During
the last five years, none of the Reporting Persons filing this Statement
has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
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(d)
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During
the last five years, none of the Reporting Persons filing this Statement
has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree, or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such
laws.
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(f)
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Mr.
Baer is a citizen of the United
States.
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Item
3. Source and Amount of Funds or Other Consideration
Mr. Baer
received compensation for legal services rendered to registrant. Mr. Baer was
issued a total of 305,000,000 shares of the Company’s $0.0001 par value common
stock in consideration of legal services to the Company valued at
$84,500. The shares were issued pursuant to the Company’s 2007 and
2009 Stock Option and Issuance Plans which were registered with the Securities
and Exchange Commission under the Securities Act of 1933, as
amended.
The
shares issued to Mr. Baer on September 10, 2009 were issued pursuant to the 2007
registration statement referenced above and the shares issued to Mr. Baer on
November 30, 2009 and January 26, 2010 were issued pursuant to the 2009
registration statement referenced above.
Item
4. Purpose of Transaction
The
Reporting Person acquired the shares of Common Stock as partial payment for
legal services provided to the Issuer. The Reporting Person continues
to provide legal services to the Issuer. The Reporting Person has in
the past and may continue in the future to engage in discussions with
management, the board of directors, other stockholders of the Issuer and other
relevant parties concerning the business, operations, board composition,
management, strategy and future plans of the Issuer. Depending on
various factors, including, without limitation, the Issuer’s financial position
and strategic direction, actions taken by the board of directors, price levels
of the shares of Common Stock, other investment opportunities available to the
Reporting Person, conditions in the securities market and general economic and
industry conditions, certain of, or all of, the Reporting Person may in the
future take such actions with respect to their providing services to the Issuer
as he deems appropriate, including, without limitation, purchasing additional
shares of Common Stock or other securities of the Issuer or selling some or all
of the shares of Common Stock or other securities of the Issuer held by the
Reporting Person, seeking to influence the management or strategic direction of
the Issuer and/or otherwise changing its intention with respect to any and all
matters referred to in Item 4 of Schedule 13D.
Item
5. Interest in Securities of the Issuer
(a)
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The
aggregate number and percentage of shares of Common Stock beneficially
owned by each Reporting Person:
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(b)
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Number
of shares as to which such person
has:
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(i)
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sole
power to vote or to direct the vote:
305,000,000
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(ii)
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shared
power to vote or to direct the vote:
N/A
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(iii)
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sole
power to dispose or to direct the disposition of:
305,000,000
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(iv)
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shared
power to dispose or to direct the disposition of:
N/A
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(c)
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No
transactions in the Issuer’s Common Stock were effected during the 60 days
preceding the date hereof by the Reporting Persons filing this Statement
and their affiliated persons.
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Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
The
Reporting Person continues to provide legal services to the Issuer for which he
is entitled to receive common stock as partial payment for those services
pursuant to the Company’s 2009 Stock Option and Issuance Plan which was
registered with the Securities and Exchange Commission under the Securities Act
of 1933, as amended. There are no other contracts, arrangements,
understandings or relationships between the Reporting Person or any other person
with respect to the securities of the Issuer.
Item
7. Material to Be Filed as Exhibits
None.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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Date:
2 11 2010
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By:
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/s/ Robert P.
Atwell
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Name:
Robert P. Atwell
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Title:
Chairman
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Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)
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