U.S SECURITIES AND EXCHANGE COMMISSION
                                   Washington, DC  20549

                                      FORM 10-KSB
	(Mark One)
[x] Annual report under Section 13 or 15 (d) of the Securities Exchange Act of
1934 (Fee required)

For the fiscal year ended April 30, 2001

[ ] Transition report under Section 13 or 15 (d) of the Securities Exchange Act
of 1934 (No fee required)

For the transition period from                 to

Commission file number          0-8299

					CAMELOT CORPORATION
                         (Name of Small Business Issuer in Its Charter)

                Colorado                            84-0691531
	(State or other jurisdiction of		(I.R.S. Employer
	 Incorporation or Organization)		Identification No.)

PMB 249, 6757 Arapaho Road, Suite 711, Dallas, Texas        75248
 (Address of Principal Executive Office)                  (Zip Code)

(Former Address of Principal Executive Office)            (Zip Code)

                             (972) 458-1767
	  (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:

                                                 Name of Each Exchange
        Title of Each Class                      on Which Registered

                     None                                 None

Securities registered under Section 12(g) of the Exchange Act:

                                  None

Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
[x] Yes [ ] No

Check  if there is no disclosure of delinquent filers in response  to  Item
405  of  Regulation  S-B  contained in this form,  and  no  disclosure  will
be contained,  to  the best of registrant's knowledge,   in a definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB.  [x]Yes  [  ] No

Issuer's revenues for its most recent fiscal year is $    -    .
<PAGE>
As of July 27, 2001, the aggregate market value of the voting stock held by
non-affiliates was $60,000.

The  number of shares outstanding of the Registrant's common stock $0.01 par
value was 6,293,740 at July 27, 2001.


Documents  Incorporated by Reference.

              NONE

PART 1

Item 1.	Business

Camelot Corporation ("Registrant" or "the Company") is inactive.  It was
previously a holding company but its subsidiaries have been dissolved by its
state of incorporation.  From the fiscal year ended April 30, 1999
the company had no operations.

The Company was incorporated in Colorado on September 5, 1975, and completed a
$500,000 public offering of its common stock in March 1976.  The Company has
made several acquisitions and divestments of businesses (see Discontinued
Activities - Acquisition and Divestment History).  The Company was delisted
from NASDAQ's Small Cap Market on February 26, 1998.  Subsequently it was
unable to raise additional capital required to continue the trading activities
of its operating subsidiaries.  Its principle subsidiary, Third Planet
Publishing, Inc. sold all rights, title and interests to its software and
hardware products on March 31, 1998 and has since been dissolved by the state
of Florida.  Its remaining operating subsidiary mrcdrom.com, inc. liquidated
its inventory and ceased trading in July, 1998.  In July, 1998 all employees of
Camelot and its subsidiaries were terminated.  Its directors and officers have
since provided unpaid services on a part-time basis to the Company.

Discontinued Activities - Acquisition and Divestment History

The Company's activities were conducted through subsidiaries, all of which are
now discontinued or have been sold.  Third Planet Publishing, Inc., ('Third
Planet") (established in January 1995) was a research and development company
developing hardware and software solutions for audio and video conferencing
over the Internet.  mrcdrom.com, inc. ("mrcdrom.com"), (established  in March
1998) was an Internet catalog retailer of software.   Camelot Internet Access
Services, Inc. ("CIAS"), (established in June 1996) was a provider of Internet
access services.  Alexander Mark Investments (USA), Inc. ("AMI") (80% acquired
in May 1997) was a U.S. public holding company whose only investment was a
shareholding in Meteor Technology plc ("Meteor") a U.K. public company.

Third Planet was a research and development company focusing on the development
of VideoTalk, a video conferencing system for the Internet.  Approximately
$7,000,000 was expended by Third Planet in developing VideoTalk and its
ancilliary software product DigiPhone since inception.  VideoTalk was
successfully demonstrated at COMDEX in the later part of 1997.  However, a lack
of funds for marketing the product was experienced in 1998.  Following the
Company's delisting from NASDAQ Small Cap Market in February, 1998 Third Planet
sold on March 31, 1998 all rights, title and interest in VideoTalk and its
ancilliary products to Wincroft, Inc. a US public company traded on the OTC
Bulletin Board.  The consideration was $7,002,056 payable by the issuance of
5,000,000 Preferred Shares, Series A and 1,028,000 Common Shares in Wincroft
together with a $2,000,000 note.  Subsequently, on June 29, 1998 the $2,000,000
note was converted into 2,000,000 Preferred Shares, Series B in Wincroft.
<PAGE>
The Company made other acquisitions as follows:

Date            Name                     Business               Cost

March 1991      Vesta Land Title Company Titles                 $120,000
July 1991       Business Investigations  Investigations         $312,231
July 1992       McKee-Blanchard          Appraisals             $ 32,203
September 1992  First Appraisal Group    Appraisals             $ 15,000
June 1994       Maxmedia Distributing    Software Distribution  $168,500

These companies ceased doing business in July 1994, July 1994, November 1993,
November 1993, and May 1995, respectively.

On September 16, 1988, the Company acquired Stock Transfer Company of America,
Inc. ("STCA"), a transfer agent, for 6,666 newly issued common shares of the
Company (post reverse split).  In connection with this transaction, Daniel
Wettreich was appointed a Director, Chairman and Chief Executive Officer and
Jeanette Fitzgerald was appointed a Director.   On April 11, 1994, following a
decision by the Directors of the Company to discontinue financial services
activities, STCA was sold to a company affiliated with Mr. Wettreich for book
value, $13,276. (See Item 12.  Certain Relationships and Related Transactions).

On March 2, 1990, the Company's subsidiary, Beecher Energy, Ltd.  ("Beecher")
was listed on the Vancouver Stock Exchange in an initial public offering.  The
Company sold its 69% shareholdings in Beecher on July 6, 1994 for C$400,000,
(US $288,293).

In January 1991, the Company acquired for cash an 80% majority interest in
Forme Capital, Inc. ("Forme") a publicly traded real estate company from the
wife of Mr. Wettreich.  In September 1993, the Company sold to Forme two office
properties and then sold all its investment in Forme for cash (approximately
$40,000) to Mrs. Wettreich. These transactions were approved by the
shareholders of the Company at the Annual Meeting held on February 15, 1994.

In July, 1993, Registrant acquired approximately 40% of the issued share
capital of Goldstar Video Corporation ("GVC"), a video marketing company for a
net price of $92,432.  Registrant also made a $150,000 secured loan to GVC.
Further, Goldstar Entertainment, Inc. ("GEI") a subsidiary of Registrant
acquired certain licenses and other assets from GVC for $375,000.  Thereafter
Registrant's subsidiary Camelot Entertainment, Inc. commenced business as a
video marketing company.  On October 20, 1993, GVC filed for protection from
creditors under Chapter 11 of the Bankruptcy Code which was converted to
Chapter 7 on February 4, 1994.  Registrant was not a controlling shareholder of
GVC.  The Company's subsidiary Camelot Entertainment, Inc. filed under Chapter
7 of the US Bankruptcy laws in January 1995.

In November 1995, Registrant appointed Firecrest Group plc a public company, as
exclusive distributor for DigiPhone in the United Kingdom and Ireland in
consideration for $1,950,575 payable by shares equal to approximately 10% of
Firecrest. ("Digiphone Rights")  In March 1996 all relations with Firecrest
were terminated and Registrant sold all its shares in Firecrest in market
transactions.  Subsequently, Firecrest sold its DigiPhone Rights to Meteor.  In
July 1996, Registrant sold the European rights to distribute DigiPhone to
DigiPhone Europe Ltd which became a subsidiary of Meteor.  The consideration
was 5,000,000 british pounds of loan stock which was subsequently
converted into Meteor
shares.  In November 1996 Registrant sold the international DigiPhone rights to
Meteor for  1,000,000 british pounds of loan stock which subsequently
was converted into
Meteor shares.  In May 1998, DigiPhone International, Ltd. a Meteor subsidiary,
became the exclusive marketing company for all Third Planet products on a
worldwide basis.
<PAGE>
In May 1997, Registrant acquired approximately 80% of AMI whose principle asset
was approximately 57% of Meteor.  The consideration (post reverse split)
payable to the seller, Adina, Inc. ("Adina") was 892,015 Preferred Shares,
Series J of Registrant and 453,080 Preferred Shares, Series J in deferred
consideration.  Following the transaction Adina had 49% of the voting rights
attributable to the issued and outstanding common and preferred shares of
Registrant.  Mr. Wettreich is a director of Adina and did not participate in
any directors' votes in relation to this transaction.

Registrant, through its acquisition of 80% of AMI in May 1997 obtained control
of Meteor, a U.K. listed public company which was subsequently renamed
Constable Group plc.  Meteor's two operational subsidiaries, were DigiPhone
International Ltd. and Meteor Payphones Ltd.  DigiPhone International was the
worldwide distributor for all products developed by Third Planet and was sold
to Registrant in January, 1998 for cancellation of 500,000 british pounds
loan stock owed to
Camelot by Meteor.  All rights owned by DigiPhone International were
transferred to Third Planet Publishing prior to the sale of VideoTalk to
Wincroft. Registrant sold all its shareholding in AMI for $38,063 on March 20,
1998. Meteor Payphones and its sister payphone companies were placed into
liquidation on 30th March 1998.  Constable Group plc
(formerly Meteor Technology plc) was placed into liquidation
 on 31st July 1998.

mrcdrom.com began operations in April, 1997 as an Internet shopping company
selling software titles over the World Wide Web.  It also announced the filing
of a registration statement to raise up to $12,000,000 through an initial
public offering ("IPO") over the Internet, however such registration was
withdrawn and no funds were raised.  mrcdrom.com had losses throughout its
trading history and due to the inability of Registrant to fund such continuing
losses ceased doing business in July, 1998, liquidated all its inventory, and
terminated all its employees.  The Company is now inactive.

Camelot Internet Access Services, Inc. was an Internet services provider formed
in January 1996 using the UUNet backbone.  This subsidiary's principle
activities were the provision of support services for Registrant and the
provision of Internet access to users of DigiPhone who would otherwise be
unable to access the Internet.  The Company became inactive during 1997.

In February 1997, Registrant acquired from Meteor the U.S.A. and Canadian
rights to PCAMS software, a payphone contract and management system originally
developed for Meteor's payphone subsidiary. The consideration was cancellation
of 2,000,000 british pounds unsecured convertible loan stock owed
by Meteor to Camelot, and
the issuance by Camelot of 3,238,400 restricted common shares of Camelot.
Management intended to utilize PCAMS software both by offering such software to
independent providers and by seeking acquisitions of payphone businesses.
Registrant's limited resources precluded active marketing of this product and
in March 1998 the product was sold back to Meteor for 70,000 british pounds.

Employees

As of July 14, 1998, the Company ceased having any employees. Its directors and
officers have since provided unpaid services on a part-time basis as needed to
the Company.
<PAGE>

Item 2.		Properties

The Company rents an accommodation address in Dallas,Texas on a month to month
basis for a nominal fee.

Item 3.	Legal Proceedings

No material legal proceedings to which the Company is a party is subject or
pending and no such proceedings are known by the Company to be contemplated.

There are no proceedings to which any director, officer or affiliate of the
Company, or any owner of record (or beneficiary) of more than 5% of any class
of voting securities of the Company is a party adverse to the Company.

Item 4.	Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of the security holders during the final
quarter of the fiscal year or subsequent to the end of the fiscal year.

Part II

Item 5.	Market for Registrant's Common Equity and Related Stockholder
Matters

The Company's common stock trades on the OTC Bulletin Board.  The following
table sets forth the quarterly high and low prices of the common stock for the
last two years.  They reflect inter-dealer prices, without retail mark-up,
mark-down or commission, and may not necessarily represent actual transactions.

<TABLE>
<S>             <C>             <C>         <C>             <C>
                                            High            Low
        2001

                First    July 31, 2000      0.01            0.01
                Second   October 31, 2000   0.01            0.01
                Third    January 31, 2001   0.01            0.01
                Fourth   April 30, 2001     0.01            0.01


	2000

                First    July 31, 1999      0.01            0.01
                Second   October 31, 1999   0.01            0.01
                Third    January 31, 2000   0.01            0.01
                Fourth   April 30, 2000     0.01            0.01
</TABLE>

As of July 27, 2001, the Company had approximately 1,175 shareholders of
record of Company's common stock.  No dividends have been declared on the stock
in the last two fiscal years and the Board of Directors does not presently
intend to pay dividends in the near future.
<PAGE>


Item 6.		Management Discussion and Analysis

2001

The Company's  revenue for the period ended April 30, 2001  was $0 compared
with $0 in the comparable period.  Net incomes for the period was $34,196
compared  with a loss for the previous year  of  $620,408.
 The profit  was  due to  a  write off  of  accounts payable.

The consolidated  balance sheets for the  period show total  assets of
$1,288 compared with $3,631 for the comparable period.

2000

The Company's  revenue for the period ended April 30, 2000 was $0 compared
with $0 in the comparable period.  Net loss for the three month period was
$620,408 compared with a loss for the previous year  of  $994,305.  The loss
was  due  to  a  write off  of  accounts receivable, and to the cancellation of
a note in exchange for Wincroft stock previously  sold in consideration for
such note.   The Wincroft stock was written down to nil to reflect market
value.  Further a loss was incurred from  the sale of Forme Capital preferred
stock to Forme for par value.  The company is now inactive.

The consolidated  balance sheets for the  period show total  assets of $3,755
compared with $586,315 for the comparable period.

Liquidity and Capital Resources

2001

Net cash used in operating activities for the period ended April 30, 2001  was
$(2,467) compared  with $(8,484) in 2000. Net cash  used by investing
activities  was $0 compared with $0 in 2000.   Net cash provided by  financing
activities was $0 compared with  $0 in 2000.  Cash of $1,288 compared
with $3,755 at April 30, 2000.

2000

Net cash used in operating activities for the period ended April 30, 2000  was
$(8,484) compared  with $(148,299)  in 1999. Net cash  used by investing
activities  was $0 compared with $1,000 in 1999.   Net cash provided by
financing activities was $0 compared with  $(4,800) in 1999.  Cash of $3,755
compared with $666 at April 30, 1999.
<PAGE>
Item 7.		Financial Statement and Supplementary Data

Index to Financial Statements	Page

Report of Independent Auditors                           F-1

Financial Statements
      Balance Sheet - April 30, 2001                     F-2

      Statements of Operations and
        for the years ended April 30, 2001 and 2000      F-3

      Statements of Stockholders' Equity for the
        years ended April 30, 2001 and 2000              F-4

      Statements of Cash Flows for the years ended
        April 30, 2001 and 2000                          F-5 and
                                                         F-6

Notes to Financial Statements                            F-7 through
                                                         F-11
<PAGE>



                              Larry O'Donnell, CPA, P.C.
Telephone (303) 745-4545                 2280 South Xanadu Way
                                                     Suite 370
                                     Aurora, Colorado    80014




REPORT OF INDEPENDENT AUDITOR

Board of Directors and Stockholders
Camelot Corporation

I have audited the accompanying balance sheet of Camelot Corporation as   of
April   30, 2000 and   the   related statements of operations, accumulated
deficit, and cash flows for the two years then ended.   These financial
statements are the responsibility of the Company's management.   My
responsibility is to express an opinion on these financial statements
based on my audit

I conducted my audit in accordance with generally accepted auditing standards
in the United States of America. Those standards require that I plan and
perform the audit to obtain  reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and  disclosures
in   the   financial statements.   An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. I believe
 my   audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial   position   of Camelot Corporation as of
April 30, 2001, and the results of their operations and their consolidated
cash flows for the years ended April 30, 2001 and 2000, in conformity with
generally accepted   accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 5 to the
financial statements, the Company's significant operating losses raise
substantial doubt about its ability to continue as a going concern.  The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


Larry O'Donnell, CPA, PC

July 30, 2001
<PAGE>




                            CAMELOT CORPORATION
                                Balance Sheet
                               April 30, 2001
<TABLE>
<S>                                                      <C>
ASSETS

CURRENT ASSETS
 Cash and cash equivalents                      $     1,288

     Total current assets                       $     1,288


                                                $     1,288

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts payable                               $     1,186

     Total current liabilities                  $     1,186

STOCKHOLDERS' EQUITY
 Common stock, $.01 par value,
   50,000,000 shares
   authorized, 6,293,740 shares
   issued and outstanding                             62,937
 Preferred stock, $.01 par value,
   100,000,000 shares
   authorized, 1,345,305 shares issued
   and outstanding                                    13,453
 Additional paid-in capital                       35,597,921
 Accumulated deficit                             (32,837,512)
 Less treasury stock at cost, 29,245 shares       (2,836,697)

     Total stockholders' equity                          102

                                                $      1,288

</TABLE>











 See accompanying notes to financial statements
F-2
<PAGE>



CAMELOT CORPORATION
Statements of Operations
Years Ended April 30,
<TABLE>
<S>                                          <C>        <C>
                                           2001         2000

  REVENUES                           $        -       $     -


  OPERATING EXPENSES
     General and administrative            2,467         8,484

     Total costs and expenses              2,467         8,484

  LOSS FROM OPERATIONS                    (2,467)       (8,484)

  OTHER INCOME (EXPENSE)
     Interest and miscellaneous           36,663         5,912

     Loss on investment in affiliate                  (525,536)

     Note receivable allowance                         (92,300)

      Total other income (expense)        36,663      (611,924)


  NET INCOME (LOSS)                     $ 34,196    $ (620,408)


   INCOME (LOSS) PER SHARE
      Net income                        $      .005  $     (.098)

 Weighted average number of common stock
 and common stock equivalent shares      6,293,740       6,293,740

</TABLE>













See accompanying notes to financial statements
F-3
<PAGE>



                            CAMELOT COPORATION
                    Statement of Accumulated Deficit
                         Year Ended April 30, 2001
<TABLE>
<S>                                             <C>              <C>


                               2001           2000

Balance, May 1            $(32,871,708)   $(32,251,300)

Net income (loss)               34,196        (620,408)


Balance, April 30         $(32,837,512)   $(32,871,708)



See accompanying notes to financial statement

F-4
<PAGE>
                             CAMELOT CORPORATION
                          Statements of Cash Flows
                             Years Ended April 30,

555:
<S>                                     <C>         <C>
                                         2001      2000

CASH FLOWS FROM OPERATING ACTIVITIES:

    Net Income (Loss)                $  34,196   $(620,408)

563:  Adjustments to reconcile net loss to net cash used in operating activities:

   Loss on disposal of securities                  525,536
   Note receivable allowance                        92,300
   Change in assets and liabilities
     Accounts receivable                            10,000
     Accounts payable and
           accrued expenses             (36,663)    (9,720)


Net cash used in operating activities    (2,467)    (2,292)

CASH FLOW FROM INVESTING ACTIVITIES:
  Proceeds from sale of securities                   5,381

Net cash provided by (used in)
  investing activities                               5,381

CASH FLOWS FROM FINANCING ACTIVITIES:
  Dividends paid

  Net cash provided by (used in)
     financing  activities


NET INCREASE (DECREASE) IN CASH         (2,467)      3,089


Cash at beginning of year                3,755         666


Cash at ending of year                 $ 1,288    $  3,755
596:  </TABLE>

598:
See accompanying notes to financial statements
F-5
<PAGE>
                               CAMELOT CORPORATION
                       Statements of Cash Flows (Continued)
                               Years Ended April 30,
<TABLE>
<S>                                         <C>              <C>
                                            2001            2000
     Supplemental information:
        Cash  paid for interest         $     -          $      -
        Cash  paid for income taxes     $     -          $      -

     NONCASH INVESTING AND FINANCING ACTIVITIES
</TABLE>

During the year ended April 30, 2000 the Company wrote off 700,000 shares of
Wincroft, Inc. received in cancellation of a demand note from a company
affiliated with the President of the Company totaling $86,500.



See accompanying notes to financial statements
F-6
<PAGE>


                                  CAMELOT CORPORATION
                             NOTES TO FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Activity and Principles of Consolidation

The Company is now inactive and all its operating subsidiaries have
discontinued operations.  The Company was primarily engaged in research and
development of Internet software and hardware and the retailing of computer
software over the Internet.  Discontinued operations of subsidiaries were
involved in selling software products through retail stores located in the
Dallas metroplex, the provision of
internet services, video marketing  and  distribution, financial services,
real  estate rentals, and oil  and  gas development.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents.   Cash
equivalents are composed primarily  of investments in a money market
account.

Income (Loss) Per Share

Income (Loss)  per  common  share is computed on the basis of the weighted
average number of  common  shares  outstanding during  the  respective
periods. Outstanding stock warrants, options and preferred shares are
excluded from the computations, as their effect would be anti-dilutive.

Income Taxes

Deferred income taxes are determined using the liability method under which
deferred  tax  assets  and liabilities  are determined  based  upon
differences between financial and tax basis of assets and liabilities.

Income Taxes

Deferred income taxes are determined using the liability method under which
deferred  tax  assets  and liabilities  are determined  based  upon
differences between financial and tax basis of assets and liabilities.



F-7
<PAGE>



Fair Value of Financial Instruments

Fair value of financial instruments are estimated to approximate the
related book value, unless otherwise indicated, based on market information
available to the Company.

Impairment of Long-Lived Assets

Impairment losses are recorded on long-lived assets and certain
identifiable intangible assets held and used in operations whenever events
or changes in circumstances indicate that the carrying amount of an asset
may not be
recoverable.

Use of Estimates

In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.


2.  INCOME TAXES

The Company had no current State or Federal income tax expense for each of
the years ended April 30, 2001 and 2000.

 Deferred tax assets and liabilities are determined based on the difference
between currently enacted tax rates.  Deferred tax expense or benefit is
the result of the changes in deferred tax assets and liabilities.

Deferred income taxes arise principally from the temporary differences
between financial statement and income tax recognition of allowance for
doubtful   accounts,   note  receivable allowance,  investment   valuation
adjustments, inventory reserve and from net operating losses.

The components of deferred taxes at April 30, in the accompanying balance
sheets are summarized below:





F-8
<PAGE>

<TABLE>
<S>                                      <C>           <C>
                                         2001           2000

Note receivable allowance               680,000        680,000
Capital loss carryforward                32,000         32,000
Net operating loss carryforward      11,900,000     11,900,000
       Less valuation allowance     (12,900,000)   (12,900,000)
       Deferred tax asset-net      $       -       $        -
732:    </TABLE>
<PAGE>
At April 30, 2001, the Company has approximately $26,000,000 of unused
Federal  net operating loss carryforwards, which expire in the  years  2003
through 2013.

Approximately $640,000 of the net operating loss carryforwards for tax
purposes  are limited due to statutory changes in the tax law in connection
with the change in more than 50% ownership of the Company in 1988.  Because
of statutory  requirements in the law, that portion of the  net operating
loss carryforward applicable to the period prior to the ownership change is
limited to use of approximately $35,800 per year until it expires.  As  the
net  operating losses expire, at a minimum, approximately $425,000  of  the
tax net operating loss carryforward will not be available for the Company's
future use.

3.  STOCKHOLDERS' EQUITY

Preferred Stock

The  Company has 100,000,000 authorized shares of $.01 par value  preferred
stock  with rights and preferences as designated by the board of  directors at
the time of issuance.  The Company has the following series of preferred stock
issued and outstanding at April 30, 2001:
<TABLE>
758:
<S>                             <C>           <C>

Number of Shares

Series of               Authorized        Issued and
Preferred               Stock            Outstanding
          A                    2,000          -
          B                   75,000          -
          C                   50,000          -
          D                   66,134          -
          E                  108,056          -
          F                   15,000          -
         BB                1,000,000          -
         G                 5,333,333          -
         H                17,000,000          -
         I                10,000,000          -
         K                   412,000          -
         L                   500,000          -
TOTAL                     94,061,523          -
777: </TABLE>
779:
F-9
<PAGE>

Series E preferred shares are entitled to receive a cumulative dividend
equivalent to $1,600 per month.

Series H preferred shares ("Series H") are entitled to receive a dividend
of 9% payable quarterly.  The Series H are convertible to common shares at
twenty percent off the closing price of the common shares.

Series L preferred shares ("Series L") are entitled to receive a cumulative
dividend of 7%, payable in common shares of the Company.  The Series L are
convertible to common shares at twenty percent off the closing price of the
common shares.  All shares will automatically be converted into common
shares two years after issuance.

Any split or combination of common shares requires a simultaneous split or
combination of each series of preferred shares and visa versa.   Upon
liquidation or dissolution of the Company, holders of each series of
preferred shares are entitled to receive, to the extent of their par value,
pro rata with other preferred shareholders and before holders of common
shares, all assets legally available for distribution to stockholders. Each
series of preferred shares issued as of fiscal year-end is nonvoting.


4. RELATED PARTY TRANSACTIONS

The Company owned 21,495 shares of Forme Capital's Series A, 10%
Noncumulative  Preferred Stock, 50,000 shares of Series B, 10%  Non-
cumulative Preferred  Stock  and  466,571  shares of  Series  C,  10%  Non-
cumulative Preferred Stock.  The preferred shares have no voting rights,
pay dividends at the discretion of Forme's board of directors, and have
priority for payment upon dissolution of Forme over Forme's common stock.
The Company received dividends of $4,800 from Forme Capital during fiscal
year 1999.  During fiscal year 2000, the Company returned the shares to
Forme Capital for $5,812.

5. CONTINGENCIES

Litigation

During the ordinary course of business, the Company is involved in legal
proceedings and regulatory inquiries which management does not expect to
have a material effect on the financial position of the Company.

      Going Concern

The accompanying financial statements have been prepared assuming that the
company will continue as a going concern.  The company has had recurring
operating losses for the past several years and is dependent upon financing
to continue
F-10
<PAGE>

operations.  The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.  It is management's plan
to find an operating company to merge with, thus creating necessary
operating revenue.






F-11
<PAGE>



Item 8.		Disagreements on Accounting and Financial Disclosure

During the past three years, and the interim period ending May 22, 1998, there
were no disagreements between the Company and the auditors regarding any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure. Larry O'Donnell, CPA has been appointed effective
May 22, 1998 to act as the auditor for the Registrant.  The change was made to
save the Company money.

PART III

Item 9.		Directors and Executive Officers of the Registrant

The following persons serve as directors and/or officers of the Company as of
July 28, 1999:

Name                Age   Position    Period Served       Term Expires

Daniel Wettreich    49    Chairman,   September 16, 1988  Next Annual
                          President,                      Meeting
                          Director

Allan S. Wolfe      68    Director    May 24, 1993        Next Annual
                                                          Meeting

Daniel Wettreich

Daniel Wettreich is Chairman, President and Director of the Company(1) since
September 1988. Additionally, he currently holds directors positions in the
following public companies:  Forme Capital, Inc., Wincroft, Inc.,  and Malex,
Inc. which are dormant companies seeking merger opportunities. From July 1996
to July 1998, he was a Director of Constable Group plc (formerly Meteor
Technology plc), a United Kingdom public company(2).
Mr. Wettreich has a Bachelor of Arts in Business Administration
from the University of Westminster, London, England.

Allan S. Wolfe

Allan S. Wolfe has been a Director of the Company since May, 1993.  He is a
director of Palm Desert Art, Inc., formerly Database Technologies, Inc., a
public company now involved with art galleries, from May 1986 to the present.
He is also, since 1984, a director and Chief Executive Officer of Pathfinder
Data Group ("PDG"), a database company.  A subsidiary of PDG, Pathfinder Data,
Inc., filed for protection from creditors under Chapter 11 and has since been
converted to Chapter 7.

(1) A subsidiary, Camelot Entertainment, Inc., filed Chapter 7 liquidation in
January 1995.

(2) Goldstar Video filed for protection from creditors pursuant to
Chapter 11 in October 1993, and has converted to a liquidation
proceeding.
<PAGE>
Item 10.	Executive Compensation

The following table lists all cash compensation exceeding $100,000 paid to
Company's executive officers for services rendered in all capacities during the
fiscal year ended April 30, 1999.  No bonuses were granted to any officer, nor
was any compensation deferred.

SUMMARY COMPENSATION TABLE



	Annual Compensation
	Long-Term
Compensation






	Awards

Payo
uts



Name and
Principal
Position



Year



Sala
ry



Bonus


	Other
Annual
	Compensat
ion

Restri
cted
Stock
Award(
s)


Option
s/
SARs


LTIP
Payo
uts


All
Other
Compensa
tion
Daniel Wettreich
Chairman and CEO
(1)


1998
1999
2000
2001
$250
,000
$
52,0
83
$


 -
$


 -
-
-
-
-
-
-
-
-
-
-
-
-
100,00
0
(275,0
00)
-
-
-
-
-
-
$
 (1)
$
 (1)
$
   -
$
   -

(1) In July 1995, Mr. Wettreich became an employee of Company and Mr. Wettreich
entered into an employment contract with Company.  In July 1998 Mr. Wettreich
agreed to terminate his contract with no cost to the Company.  In April 1999 he
surrendered his options to the Company with no cost to the Company.

Directors of the Company are reimbursed for reasonable expenses incurred in
attending meetings of the Board of Directors.

Company has no compensatory plans or arrangements whereby any executive officer
would receive payments from the Company or a third party upon his resignation,
retirement or termination of employment, or from a change in control of Company
or a change in the officer's responsibilities following a change in control.
<PAGE>
On July 1, 1995, Company entered into an employment contract with Mr. Wettreich
whereby he was employed as Chairman, Chief Executive Officer and President of
the Company for a period of ten years at an annual salary of $250,000 and a
cash bonus equal to 5% of the Company's annual profits before taxation.  In the
event of Mr. Wettreich's death during the term of the agreement, Company will
pay annual death benefits of $250,000 for a period of four years.  Mr.
Wettreich may terminate his employment after the date of a change in control of
the Company.  A change in control is defined as any person other than Mr.
Wettreich or his family interests becomes beneficial owner, directly or
indirectly of common stock of the Company representing 30% or more of the
Company's issued and outstanding common stock or if the Incumbent Board as
defined, ceases to constitute a majority of the board of directors.  If  Mr.
Wettreich terminates his employment after a change of control in the company,
he shall be paid (i) the base salary and any bonuses payable to him under the
agreement or (ii) an amount equal to the product of the annual base salary and
bonus paid to Mr. Wettreich during the year preceding the termination date
multiplied by five whichever of (i) or (ii) is more.  In the circumstances
whereby Mr. Wettreich terminates his employment for good reason, as defined, he
will receive payments in accordance with the payments received if termination
occurs after a change of control of the Company.  In July 1998 Mr. Wettreich
was terminated along with all the other employees of the Company and Mr.
Wettreich agreed to waive any outstanding obligations owed by Registrant to him
under his employment contract.

Item 11.	Security Ownership of Certain Beneficial Owners and Management

The following table sets forth as of July 16, 1999 information known to the
management of the Company concerning the beneficial ownership of Common Stock
by (a) each person who is known by the Company to be the beneficial owner of
more than five percent of the shares of Common Stock outstanding, (b) each
director at that time, of the Company (including principal directors of
subsidiaries) owning Common Stock, and (c) all directors and officers of the
Company (including principal directors of subsidiaries) as a group (2 persons).

<TABLE>
<S>							<C>			<C>

Name and Address of		Amount and Nature of 		Percent
Beneficial Owner			Beneficial Ownership  		of Class

Daniel Wettreich			      1,345,295 	(1)		21.4%
6959 Arapaho Road, Suite 122
Dallas, Texas 75248

Allan Wolfe				         10,250   (2)		     *
390 South River Road
Suite 5
Bedford, NH  03110

All Officers and Directors		1,345,295	(1)(2)	21.4%
as a group (2 persons)

* Under 0.1%

Forsam Venture Funding, Inc.        1,345,295	(1)		21.4%
6959 Arapaho Road, Suite 122
Dallas, Texas  75248

</TABLE>

(1) 	1,345,295 of these are Preferred Stock , Series J, which have voting
rights,  and are owned by Forsam Venture Funding, Inc., ("Forsam") a
Delaware corporation of which, Mr. Wettreich is a director and
officer.  Mr. Wettreich has disclaimed  any beneficial interest in the
shares owned by Forsam. (See Item 13.  Certain Relationships and
Related Transactions).

(2) 	Includes an option to purchase 6,625 shares granted to Allan Wolfe,
which option is not exercised.
<PAGE>
Item 12.	Certain Relationships and Related Transactions

On February 24, 1999 in order to provide cash and future stream of cash flow
the Company sold to Texas Country Gold Development, Inc., a company affiliated
with its President, 700,000 shares of Wincroft for $87,500 payable $1,000 in
cash and in a note yielding 6%.

On May 20, 1997 Adina, Inc. subscribed for (post reverse) 1,345,295 restricted
Preferred Shares, Series J of the Company with payment by the transfer of
6,029,921 restricted common shares of Alexander Mark Investments (USA), Inc. to
the Company.  892,215 of the Preferred Shares were issued upon execution of the
Agreement and 453,080 were subsequently issued as deferred consideration. The
Preferred Shares have one vote per share and vote with the common shares, are
non convertible, non-yielding and are subordinate to outstanding preferred
shares but have a liquidation preference over common shares.  On April 18, 1998
Adina sold the Preferred Shares, Series J to Forsam Venture Funding, Inc., a
company of which Mr. Wettreich is a director and officer.

Stock Transfer Company of America, Inc.,  ("STCA") a company affiliated with
the President of the Company provided services during the year ended April
1999, and 1998  as a securities transfer agent.  A total of $1,000,  and
$18,855 were paid by Company for these services.  In the opinion of the Board
of Directors, the terms of these transactions were as fair to the company as
could have been made with an unaffiliated party.  Additionally, STCA received
management services from the Company and paid $6,000 per month starting in
November 1997 until April 30, 1998.

Until March 1998 the Company leased 10,000 square feet of offices from Forme
Capital, Inc., a company affiliated with the President of the Company.  Total
rent paid during fiscal 1998 and 1997 was $135,383 and $80,000, respectively.
The lease agreement and transactions related thereto were approved by a vote of
Company's shareholders. In September 1997 the lease was terminated by mutual
consent and the Company paid approximately $17,000 on a month to month basis
thereafter.  In February, 1998 the Company vacated the premises and
consolidated its offices at 2415 Midway Road. The Company surrendered the
Midway lease to the landlord in July 1998 for $39,781.

During fiscal 1998 and 1997, Company received dividend payments from Forme
Capital, Inc., Preferred Shares Series C in the amount of $46,657 for 1998 and
$46,657 for 1997.

On January 17, 1996, the Company's disinterested directors approved a secured
loan to the Corporate Secretary  in the amount of $75,156to exercise options to
purchase Company stock.  This loan bears interest at a rate 6% per annum.  The
Company agreed to accept Company stock in settlement of the loan.

On  August 1, 1996, the Company's disinterested directors approved a secured
loan to the Corporate Secretary in the amount of $14,000.  This loan bears
interest at a rate of 6% per annum and was repaid as of January 31, 1997.

On September 25, 1996 the Company's disinterested directors approved a secured
loan to the President of the Company in the amount of $1,800,000.  This loan
bears interest at a rate of 6% per annum.
<PAGE>
On March 4, 1997, the Company acquired the US and Canadian rights to PCAMS
software a payphone contract and management system software from Meteor
Technology, plc payable by the cancellation of  2,000,000 british
pounds of loan
stock owed to the Company by Meteor and 500,000 british pounds by  the
 issuance by the
Company to Meteor of 80,960 restricted common shares. Mr.  Wettreich and
Ms. Fitzgerald who were directors of both companies at the
time did not participate
in any directors votes in relation to this transaction.  On May 11, 1998 the
PCAMS software was sold back to Meteor for 70,000 british pounds
as the Company did
not have sufficient funds to
market the software and was restricted in its ability to sublicense the
software.

On May 20, 1997, the Company's subsidiary Third Planet amended the terms of its
existing distribution agreement with DigiPhone International a subsidiary of
Meteor Technology plc, to market exclusively all TPP products on a worldwide
basis.  Mr. Wettreich and Ms. Fitzgerald who were directors of these companies
at the time did not participate in any directors votes in relation to this
transaction.

In May, 1997, the Company accepted a Preferred Share, Series J stock
subscription by Adina, Inc., a public company of which Mr. Wettreich is a
director and officer.  Mr. Wettreich did not participate in any directors vote
in respect to this transaction.  The consideration for the issuance of the
Preferred Shares was the transfer of eighty (80%) percent of Alexander Mark
Investments (USA), Inc. a public company whose major asset is fifty-seven (57%)
percent of the outstanding ordinary shares of Meteor.  The Preferred Shares,
Series J have one vote per share voting with the common shares, have a
liquidation  preference over the common shares but are subordinate to the
outstanding Preferred Shares, are not convertible and pay no dividends.  They
also are subject to a forward or reverse split in any instances for which the
common shares are subject to a forward or reverse split on the exact same
basis.

On May 30, 1997, the Company subscribed for 500,000 british pounds
1997-2007 10% unsecured
redeemable loan stock of Meteor by paying cash.   Mr. Wettreich and Ms.
Fitzgerald who were directors of both companies at the time,  did not
participate in any directors votes in relation to this transaction.

On March 20, 1998 Registrant sold to Forsam Venture Funding, Inc.3,837,706
shares in AMI for its then net asset value per share of $24,233 payable by the
issuance by Forsam of 8% Preferred Shares.  Mr. Wettreich is a director of
Forsam and did not participate in any director vote relating to this
transaction.  At the same time Registrant sold to Abuja Consultancy, Ltd.
2,192,265 shares in Alexander Mark Investments (USA), Inc. for $13,830 cash.
These transactions represented Registrants total shareholding in Alexander
Mark Investments (USA), Inc.

On March 20, 1998 Registrant sold to Abuja Consultancy, Ltd. 1,149,464 shares
in Meteor Technology plc representing its total shareholding in that company
for a price calculated at the then pro rata net asset value of Meteor
amounting to $16,187 cash.

On March 23, 1998, Registrant acquired from Alexander Mark Investments (USA),
Inc. 43,000 Preferred Shares, Series B of Forsam Venture Funding for $43,000
cash.
<PAGE>
The Company has no compensatory plans or arrangements whereby any executive
officer would receive payments from the Company or a third party upon his
resignation, retirement or termination of employment, or from a change in
control of the Company or a change in the officer's responsibilities following
a change in control.  Under the 1996 Stock Option Plan or under the Company's
1991 Outside Directors Stock Option Plan options granted under these plans
contain provisions pursuant to which the unvested portions of outstanding
options become immediately exercisable and fully vested upon a merger of the
Company in which the Company's stockholders do not retain, directly or
indirectly, at least a majority of the beneficial interest in the voting stock
of the Company or its successor, if the successor corporation fails to assume
the outstanding options or substitute options for the successor corporation's
stock to replace the outstanding options.  The outstanding options will
terminate to the extent they are not exercised as of consummation of the
merger, or assumed or substituted for by the successor corporation.
<PAGE>
PART IV

Item 13.	Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a) (1)	The following financial statements are included herein for fiscal
year ended April 30, 2001.

Index to Consolidated Financial Statements	Page

Report of Independent Auditors - 2001 and 2000	F-1
Consolidated Financial Statements
		Balance Sheet - April 30, 2001	F-2

		Statements of Operations and Other Comprehensive Income
            		 for the years
ended April 30, 2001 and 2000	F-3

		Statements of Stockholders' Equity for the
			years ended April 30, 2001 and 2000	F-4

		Statements of Cash Flows for the years ended
			April 30, 2001 and 2000	F-5 and
					F-6
								F-11
		Notes to Consolidated Financial Statements	F-7 through
					F-18

(a) (2)	Consolidated Schedule	-
(a) (3)	Exhibits included herein:

 	3(a)	Articles of Incorporation	Incorporated by reference to Form 10
					Registration Statement filed on June
23, 1976.

	3(b)	Bylaws	Incorporated by Reference as
immediately above.

	22(a)	Subsidiaries
	(7)	Reports on Form 8-K:	None



SIGNATURES

	Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

CAMELOT CORPORATION
(Company)

By:	 /s/Daniel Wettreich
	 President

Date: 	August 15, 2001

	Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Company
and in the capacities and on the dates indicated.


By:	/s/Daniel Wettreich
	Director; President
	(principal executive officer and
	 principal financial officer)

Date:	August 15, 2001


By: 	/s/Allan Wolfe
	Director

Date:	August 15, 2001