eightk
UNITED
STATES
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): January 29, 2007
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)
777-1090
------------------------
(Issuer
telephone number)
-------------------------------------------
(Former
name, if changed since last report)
------------------------------------------------------------
(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))
Item
4.01 Change in Registrant's Certifying Accountant
On
January 29, 2007, Camelot Entertainment Group, Inc. (the "Company")
received a letter in the mail from Epstein, Weber & Conover, PLC
("EWC"),
the
Company's independent registered public accounting firm, stating that as a
result of its combination with Moss Adams LLP effective on January 1, 2007,
Moss
Adams had decided not to assume the role as our external independent
accountants, and therefore EWC (now Moss Adams)would cease to act as the
Company's independent registered public accounting firm effective January 12,
2007. Malone & Bailey, PC has been appointed as the Company’s new auditor.
The
reports of EWC with respect to the Company's financial statements for the fiscal
years ended December 31, 2005 and 2004 contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles except
for an explanatory paragraph relative to the
Company’s
ability
to continue as a going concern.
Since
appointment as the Company's independent auditors through the date of this
report, there were no disagreements between the Company and EWC on any matter
of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction
of
EWC, would have caused EWC to make reference to the subject matter of the
disagreements in connection with its report on the Company's financial
statements for such years.
The
decision to appoint Malone & Bailey, PC as the Company’s new auditor was
approved by the Audit Committee of the Board of Directors on January 29, 2007.
The
Company has provided EWC with a copy of the foregoing disclosure and has
requested that EWC furnish it with a letter addressed to the SEC stating whether
or not it agrees with the above statements. This conforming letter will be
filed
under an amended filing to this current report on Form 8-K once we receive
the
letter from EWC.
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
January
31, 2007
Robert
P.
Atwell
CEO