SECURITIES AND EXCHANGE COMMISSION
                      Washington, D. C. 20549

                             FORM 10-K

          Annual Report Pursuant to Section 13 or 15(d) of
                the Securities Exchange Act of 1934

For  the fiscal year ended April 30, 1998          Commission File No.
0-8299

                         CAMELOT CORPORATION
        (Exact Name of Company as specified in its charter)

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

   Camelot  Place,  2415  Midway Road, Suite  115,  Carrollton,  Texas
75006
   (Address of principal executive office)                  (Zip Code)

Company's telephone number, including area code:    (972) 733-3005

Securities registered pursuant to Section 12(g) of the Act:

                                      Name of each exchange on
      Title of each class               which registered

     $0.01 par Value Common Stock                 NONE

Indicate  by check mark whether the Company (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that  the Company was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
                        Yes  X       No ____

Indicate by check mark if disclosure of delinquent filers pursuant  to
Item  405 of Regulation S-K is not contained herein, and will  not  be
contained, to the best of Company's knowledge, in definitive proxy  or
information statements incorporated by reference in Part III  of  this
Form 10-K or any amendment to this Form 10-K.

Based  on  the price of $0.156, at July 23,1998, the aggregate  market
value  of the voting stock held by nonaffiliates of the Company was 
 $651,319.

The  number of shares outstanding of the Company's common stock, $0.01
par value, was 4,609,309 at July 23, 1998.

                DOCUMENTS INCORPORATED BY REFERENCE

                                 NONE.

<PAGE>


                                PART 1


Item 1.   Business

      Camelot Corporation ("Registrant" or "the Company") is a holding
company.   All  its  subsidiaries  are  now  inactive.   All  previous
business  operations  have been discontinued.  The  Company's  primary
assets  are  common  and  preferred  shares  in  OTC  Bulletin   Board
companies.

      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.   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 provide unpaid  services
on a part-time basis to the Company.

Discontinued Activities - Acquisition and Divestment History

       The   Company's   recent  activities  were  conducted   through
subsidiaries,  all  of  which  are  now  discontinued.   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 1997) 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>
Other acquisitions were 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 13.  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  (british pounds)5,000,000 of loan stock  which  was  
subsequently
converted  into Meteor shares.  In November 1996 Registrant  sold  the
international DigiPhone rights to Meteor for  (british pounds) 1,000,000
 pounds of loan stock
which  subsequently was converted into Meteor shares.   In  May  1997,
DigiPhone   International,  Ltd.  a  Meteor  subsidiary,  became   the
exclusive  marketing  company  for all  Third  Planet  products  on  a
worldwide basis.

      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 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 unsecured convertible loan
stock  owed  by  Meteor  to Camelot, and the issuance  by  Camelot  of
80,960 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
(british pounds)70,000.

<PAGE>

Employees

     As of July 14, 1998, the Company has no employees.

Item 2.   Properties

Real Estate

      Company previously leased, approximately 25,700 square  feet  of
warehouse and office space in Carrollton, Texas on a lease expiring on
December  31, 2000.  As of July 24, 1998 this lease was terminated  by
the  payment of $39,781 by the Company to the landlord and the Company
has  no  further liability under the terms of the lease.  The  Company
now  will use space at this site on an informal basis as a portion  of
the  premises were let by Forme Capital, Inc. a company of  which  Mr.
Wettreich is also the president and director.

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 with the exception of the fact that the  Company  has
been  sued  as  detailed below.  The Company   believes  there  is  no
validity to this suit, and has denied plaintiff's allegations.

     The Company has been sued by a creditor of a previous subsidiary.
The  Plaintiffs  alleges that the Company is  the  alter  ego  of  the
previous  subsidiary  and  is therefore liable  for  its  debts.   The
Company  believes  the  allegations  are  groundless  and  intends  to
vigorously defend itself in litigation.

      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.

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

      The  Company's common stock trades on the "Pink  Sheet"  of  the
National  Quotation  Bureau.   The  following  table  sets  forth  the
quarterly high and low prices of the common stock for the period  from
May 1, 1996 through April 30, 1998 (post reverse split).  They reflect
inter-dealer prices, without retail mark-up, mark-down or  commission,
and may not necessarily represent actual transactions.

                                   High      Low

     1997

     First          July 31, 1996       102.50         37.50
     Second         October 31, 1996      60.00        43.75
     Third          January 31, 1997      35.00        23.75
     Fourth         April 30, 1997        15.00        3.75


     1998

     First          July 31, 1997          3.06        3.06
     Second         October 31, 1997       5.44        4.78
     Third          January 31, 1998       3.62        2.69
     Fourth          April 30, 1998         0.31        0.12

      As  of  July  14,  1998, the Company had 1,100  shareholders  of
record of Company's common stock.

Item 6.   Selected Financial Data

      A  comparison  of  various  financial  data  pertaining  to  the
Company's operations over the past five fiscal years is as follows:

                1998         1997           1996          1995         1994
                                                                    
Net sales       $275,435    $1,887,617    $ 3,002,049   $1,184,469     $      -
Income                                                                         
(loss)       (6,074,163)  (12,996,369)    (4,314,788)  (2,335,977)  (1,567,312)
from
continuing
operations
Income                                                                         
(loss)                 -             -      (250,925)  (1,182,927)    (402,981)
from
   discont-
inued
operations
Income                                                                         
(loss) per        (3.88)       (20.45)        (12.54)       (9.17)       (8.30)
share from
continuing
operations
Total          1,968,294     6,772,076     16,701,863    2,098,974    3,309,132
assets
Long-term              -             -              -            -            -
debt
                                                                               

      Company's  software  subsidiaries  commenced  operations  during
fiscal 1995 (See Item 1.  Business).

      On  January 30, 1995, Company's subsidiary Camelot Entertainment
filed under Chapter 7 of the US Bankruptcy Code.

      On  April 11, 1994, Company disposed of its subsidiary STCA, and
on  July  8,  1994 discontinued Vesta Land Title Company and  Business
Investigations its remaining financial service subsidiaries (See  Item
1.  Business).

     On July  6, 1994, Company disposed of its 69% interest in Beecher
Energy,  Ltd.,  a  company  trading on the  Vancouver  Stock  Exchange
representing its energy interests (See Item 1.  Business).

Item  7.    Management Discussion and Analysis of Financial  Condition
and Results of Operations

      Certain information within this Item 7 and throughout this  Form
10-K contain forward looking statements.  These statements are subject
to  certain risks and uncertainties that could cause actual results to
differ  materially from those set forth including but not  limited  to
Camelot's  dependence  upon  outside  suppliers,  upon  the  continued
ability  to create and/or acquire products that customers will accept;
the  impact of competition and the changing competitors; the  changing
nature  of  regulations and the manner in which they are  interpreted;
and pricing pressures in addition to normal economic and world factors
beyond  the control of the Company;  the Company's ability  to  create
competitive products; changes in technology and the ability to  obtain
patents and trademarks.

1998

During  the  year the Company's principle operating subsidiaries  were
Third  Planet  Publishing,  Inc. and  mrcdrom.com,  inc.   Both  these
companies  have discontinued operations.  The Registrant  now  has  no
ongoing business operations and is inactive, other than as an investor
in public company stocks.

The  Company's  revenue  for  the year was  $  275,435  compared  with
$1,887,617  for  1997.   Net  loss  for  the  financial  year  was   $
(6,074,163) compared with $12,996,369 for 1997.  These results are due
to  continued  research and development for Third  Planet  Publishing,
Inc.  and  continuing losses from mrcdrom.com, inc.  as  well  as  the
closure  and  write down of all operating assets at  the  end  of  the
period.   Registrants  remaining investment in Meteor  Technology  has
been written off.

The  consolidated  balance sheets for the period  shows  Stockholders'
Equity  of $1,707,668 compared with $6,078,509 in 1997.  Total  assets
were  $  1,968,294 compared with $6,772,076 in 1997.  The decrease  in
Stockholders'  Equity  and  total  assets  was  due  to  losses   from
operations and as a result of the closure of those operations.

The consolidated statements of cash flows reflects, in addition to the
items  noted  above an increased note receivable allowance,  increased
provision for inventory obsolescence, and an increase in the  accounts
payable  and  accrued  expenses.   The  statements  also  reflect  the
increased   expenditure   for   license,   trademarks,   and   product
development.  Further, the statements reflect additional funds  raised
from  the  sale  of common and preferred stock though at  a  decreased
level  from the previous years.  The items noted above along with  the
expenses  from  the research and development efforts resulted  in  the
Company having a net decrease in cash of $ (2,877,234).

      The  Company  leased 10,000 square feet of  offices  from  Forme
Capital, Inc. ("Forme") a company affiliated with the president of the
Company.   The  lease  was for a term of 5 years commencing  September
1993  at  $8 per square foot.  Total rent paid during fiscal 1996  and
1995  was $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 per month on a month to month basis
thereafter.   In February, 1998 the Company vacated the  premises  and
consolidated its offices at 2415 Midway Road. In July 1998 the Company
surrendered the Midway lease to the landlord for $39,781.

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 (british pounds)
2,000,000  ofloan stock owed to the Company by Meteor and (british pounds)
500,000 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 (british pounds)70,000 as the Company did not have the
 funds to market the software.

      On  March  27,  1997,  the Company created  a  new  wholly  owed
subsidiary,  mrcdrom.com,  inc.,  to  establish  a  software  Internet
catalogue.   On  April  3,  1997,  mrcdrom.com  filed  a  registration
statement  with  the Securities and Exchange Commission  (the  "SEC").
The filing offered for sale 1,500,000 common shares of mrcdrom.com  at
$4.00  per  share with a minimum offering of $250,000.  No  offers  or
sales were made and the registration statement was withdrawn.  Due  to
the  inability  of the Company to fund the losses of  mrcdrom.com,  it
ceased doing business in July 1998, and is now inactive.

      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 AMI 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 dividend.  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 (british pounds)500,000 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 AMI for
$13,830  cash.   These  transactions  represented  Registrants   total
shareholding in AMI.

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.

In  March  23,  1998,  Registrant acquired from AMI  43,000  Preferred
Shares, Series B of Forsam Venture Funding for $43,000 cash.

      On  March  31,  1998, the Registrant's wholly owned  subsidiary,
Third Planet Publishing, Inc. entered into a conditional contract with
Wincroft,  Inc. to sell all right, title and interest in the VideoTalk
product  for  $7,002,056  payable by the  issuance  of  common  stock,
preferred stock and a promissory note in the amount of $2,000,000.

      On  June 29, 1998, Registrant agreed with Wincroft, Inc., at the
request  of  Wincroft,  to  satisfy the  outstanding  Promissory  Note
payable to Camelot by Wincroft in the amount of $2,000,000 of Wincroft
Non-Voting  Preferred Stock, Series B.  These Preferred Shares  pay  a
dividend  of  10% when and as declared by the board of  directors  and
will pay an additional yield equivalent to 10% of any revenues derived
by  Wincroft on sale of VideoTalk.  The Preferred Shares also call for
redemption  by  Wincroft  in the event VideoTalk  is  sold.   Wincroft
requested  this  action  in  order  to  assist  in  its  fund  raising
capabilities.   Wincroft is seeking funds to pay for  working  capital
and marketing expenditures.


1997

Although the Company's historical financial results for the year ended
April  30, 1997 were not good, Management believes that this  is  very
typical  for a company primarily involved in research and development.
Management  believes  that  Registrant's  principal  subsidiary  Third
Planet  is now at the culmination of a 30 month software and  hardware
development  program  for  Internet video conferencing  and  telephony
which will yield positive results for the Company in the future.

The  Company's  revenue  for  the year was  $1,887,617  compared  with
$3,002,049 in 1996.  Net loss for the period was $12,996,369  compared
with  $4,565,713  the  previous year.  These  results  are  due  to  a
combination  of  limited revenues from DigiPhone, the closure  of  the
retail  software stores and continuing research and development  costs
which  were  largely expensed.  Further, other expenses of  $4,675,189
relating  to losses on disposition of assets, investment in affiliate,
marketable  securities  and a note receivable allowance  impacted  the
results.

Revenues  consisted of sales of licensing rights, paid primarily  with
the  issuance  of  free  trading stock by  the  entity  acquiring  the
licensing  rights; minimal sales of the Digiphone product,  and  sales
during the time the stores were operating.  The expenses consisted  of
the  store operating expenses, the marketing and distribution expenses
for the Digiphone and primarily the research and development costs for
the  VideoTalk, Digiphone 2.0 and Proficia.  These high  research  and
development costs allowed the Company to be on the cutting edge of the
known  technology  in the videoconferencing field thereby  putting  in
position  to  offer a product, VideoTalk that will be  well  received.
Further  due  to  the  closing  of the  stores  during  the  year  any
depreciation and amortization attributable to the assets in the stores
were  immediately  expensed thereby increasing  the  depreciation  and
amortization line item.  Additionally,  the Other Expense  includes  a
loss  on  the  disposition of assets relating to the  closing  of  the
stores,  a  loss  on  investment in affiliate which  resulted  from  a
decrease  in  the  market value of the investment in  the  subsidiary,
Meteor  Technology,  Ltd.,  and  a  note  receivable  allowance  which
reflects a  decrease in the value of the collateral of the loan to  an
officer.

The  consolidated  balance  sheets for the period  show  stockholders'
equity of $6,078,509 compared with $15,680,168 for the previous  year.
Total  assets were $6,772,076 compared with $16,701,863 in 1996.   The
decrease in stockholders' equity and total assets was due to losses.

The Consolidated Statements of Cash Flows reflects, in addition to the
items   noted  above,  cash  received  from  the  sale  of  marketable
securities,  a loan to an officer and the sale of preferred  stock  to
help  finance  the research and development efforts. The  items  noted
above resulted in the Company having a net decrease in its cash.

During  the  year,  substantial financial  (approximately  $2,375,000,
$1,319,000,  and  $163,000 for the three years ended April  30,  1997,
1996 and 1995 respectively)  and managerial resources were expended in
the continuing research and development of Internet video conferencing
and  Internet  telephony,  and Management  believes  that  significant
progress  was  made  in this regard.  Through its affiliated  company,
DigiPhone  International, Registrant will make available for licensing
Third  Planet's  three new products in approximately  September  1997,
which products are to be offered to the major PC manufacturers.

During  the financial year, the Company's activities resulted  in  the
following.

Completion  and  shipping  through  retail  distribution  channels  of
DigiPhone Deluxe
A development program for multi-protocol framework for DigiPhone 2.0
The filing of a worldwide patent for VideoTalk
A thirty-day version of DigiPhone for downloading over the Internet
The launch of Camelot Internet Access Services
An  agreement with Lucent Technologies to license Lucent's voice codec
for future versions of DigiPhone
Completed DigiPhone for Mac
Completed  arrangements  for worldwide distribution  of  Third  Planet
products with DigiPhone International, an affiliate of the Company
Listed Registrant's securities on the Frankfurt Stock Exchange
Acquired PCAMS Software
Filed an initial registration statement for mrcdrom.com, inc.
Acquired a controlling interest in AMI
Demonstrated its new technology at COMDEX/Spring in Atlanta

      The Company's subsidiary Mr. CD-ROM Stores, Inc. closed its  six
retail locations during the period and transferred the majority of its
assets to a fellow subsidiary mrcdrom.com (See Item 1.  Business).

      The  Company  took a charge against revenues for $745,521  as  a
result  of  the  closing of these stores.  The  Company  has  actively
worked  with  the landlords of the sites of the stores to  reduce  its
exposure pursuant to the leases.  Further the Company has limited  its
losses due to its transfer of assets to mrcdrom.com.

Management believes its future profitability and revenues will  result
from  licensing its VideoTalk, DigiPhone 2.0, and Proficia  technology
to  PC  manufacturers and (subject to a successful conclusion  of  the
initial public offering of mrcdrom.com), from the sale of software and
ancillary  products  over the Internet.  Management  also  intends  to
expand  its  interests  in  the payphone  industry  both  through  its
affiliate  Meteor  Payphones and through developing  and/or  acquiring
payphone interests in the United States and Canada.

1996

      The   Company made substantial progress during the  year  ending
April  30,  1996.  The Company's revenue for the year  was  $3,002,049
compared  with $1,184,469 in 1995, an increase of 153%.  Net loss  for
the  period was $4,565,713 compared with a loss for the previous  year
of $3,518,904.  These results are due to a combination of revenue from
DigiPhone, license fees received from European distribution rights for
DigiPhone,  revenue from the five newly opened Mr. CD-ROM Stores,  and
increased  general and administrative costs related to the development
and marketing of DigiPhone.

     The consolidated balance sheets for the period show stockholders'
equity  of $15,680,168 compared with ($87,049) for the financial  year
ended  April  30, 1995.  Total assets were $16,701,863  compared  with
$2,098,874  in  April 1995.  The substantial increase in stockholders'
equity  and  total  assets  was  due  to  the  completion  of  private
placements.
                                   
      During  the  April 1996 period, the Company's  subsidiary  Third
Planet  completed shipments of its preliminary orders for the  Windows
3.1  version  of DigiPhone.  This software achieved widespread  retail
distribution, and by the end of the third quarter the first production
run  had  sold  out.   Subsequent  retail  reorders  were  limited  in
anticipation  of  the Windows 95 version of DigiPhone which  commenced
shipment  in  May 1996 along with DigiPhone Deluxe.  DigiPhone  Deluxe
has   enhanced   telephone  features  including   conference   calling
capability, voice mail, speed dialing, voice sound effects, conversion
recording and playback, and macro command capabilities.  It comes with
a  full  suite  of  Internet  tools including  an  e-mail  program,  a
newsreader, an FTP program, and a telnet program.  In addition, a free
Windows  95  upgrade for the existing DigiPhone software is available.
Both  DigiPhone and DigiPhone Deluxe have two licenses in each  retail
box.   Effectively,  this provides two Windows 95 compatible  licenses
for  DigiPhone or DigiPhone Deluxe for the price of one,  and  enables
consumers to immediately start Internet telephone conversations with a
family member or a friend without any extra cost.

       During  the  April  1996  period,  the  Company  announced  the
acquisition of e-Phone, formerly known as NetPhone, the only Macintosh
compatible computer software that enables voice communication over the
Internet. The purchase price was $593,000 payable $350,000 in  Camelot
restricted  common shares valued at $207.50 per share and the  balance
in  cash.  In addition, New Paradigm will also receive for a five year
period  $1  per unit and 10% of OEM revenue derived from the software.
The  technology  of e-Phone was incorporated by Third  Planet  into  a
Macintosh compatible version of DigiPhone called "DigiPhone For  Mac".
The cost of acquisition was written off in the 1997 financial period.

      The  appointment of Firecrest Group PLC as exclusive distributor
for  DigiPhone in the United Kingdom and Ireland, occurred during  the
period under review.  The consideration for the granting of the UK and
Ireland  exclusive  rights  was  $1,950,575  payable  by  issuance  by
Firecrest of 1,856,453 ordinary shares equal to approximately  10%  of
the  increased share capital of Firecrest.  Firecrest is a  media  and
marketing company in the United Kingdom.

      The  rights  for  Scandinavia were  conditionally  purchased  in
January 1996 by Telepartner Holdings A/S, a Copenhagen, Denmark  based
company,  which is the leading telephone database services company  in
Scandinavia.  The consideration for the exclusive distribution  rights
was  $1,000,000  payable  by the issuance  to  Camelot  of  shares  in
Telepartner equal to 2.7% of the share capital of Telepartner.  Due to
the non-receipt of consideration, the Company terminated the agreement
in May 1996.

      In  July,  1996,  after  the financial  year  end,  the  Company
concluded  an  agreement  with  DigiPhone  Europe,  Ltd.,  whereby  it
appointed   DigiPhone  Europe,  Ltd.  as  exclusive  distributor   for
DigiPhone and DigiPhone Deluxe in Europe, excluding the United Kingdom
and Ireland. The consideration for the rights was (british pounds)5,000,000
6% loan stock (approximately $7,500,000).  DigiPhone Europe, Ltd. is a London,
England  based European software marketing company which  merged  with
Telecom  Credit Europe, PLC ("TCE"), a public company  listed  on  the
Alternative Investment Market of the London Stock Exchange.  Following
the  merger,  Camelot  owns approximately 16% of  TCE.   The  majority
stockholder  of  TCE,  Danny Wettreich, is  also  Chairman  and  Chief
Executive  Officer of Camelot.  Mr. Wettreich did not  participate  in
any Directors' vote in relation to this transaction.

      During  the period the Company opened five Mr. CD-ROM Stores  in
the  Carrollton,  Texas area.  The retail stores range  in  size  from
1,000  square  feet  to  3,000 square feet, and specialize  in  CD-ROM
software with up to 2,000 titles in stock.  These Mr. CD-ROM corporate
stores  were intended to be the first of a previously announced target
of  100 corporate and franchise stores to be opened by Christmas 1996.
However, results from the stores led Management to the conclusion that
the retail concept was not viable, and the stores were closed in 1997.

      On January 26, 1996, the Company announced that it has concluded
an  agreement  with  UUNet. Technologies, Inc.  whereby  it  will  use
UUNet's  Internet backbone for the Company's newly formed  subsidiary,
Camelot Internet Access Services, Inc. ("Camelot Internet").  The  use
of  UUNet's  exclusive alternate Internet backbone facilities  enables
Camelot Internet to instantly establish itself as a nationwide quality
Internet  service provider.  Camelot Internet was officially  launched
in  June 1996 at which time its nationwide services commenced. Camelot
Internet  is  offered as part of Camelot's DigiPhone  Deluxe  software
package.

      At  the  world's  first Internet Telephony conference,  held  in
London,  England  on April 18-19 and called "Dialing The  Net",  Danny
Wettreich, Chairman and Chief Executive Officer of Camelot,  disclosed
a  development  program  for the DigiPhone Multi-Protocol  Frameworks.
These  frameworks will enable DigiPhone to communicate with any  other
standards-based Internet Telephony software.

      A  30  day  free  trial of DigiPhone Version  1.03  software  is
available  through the Company's web site on the Internet.  To  access
this  free  offer, users download the software from the Company's  web
page,  http://www.digiphone.com.   The  only  system  requirement  for
potential  users are a multimedia PC, Internet access and web  browser
software.  At the end of the 30 day trial, users can purchase  a  full
version  of DigiPhone or DigiPhone Deluxe software by calling a  toll-
free  number.   Users will also be provided with a list  of  retailers
that carry DigiPhone Deluxe software.  To gain additional exposure for
DigiPhone  software, Camelot will, in the future, offer  this  30  day
trial  version bundled with various third party hardware products  and
through Internet access provider services.

     Subsequent to the period under review, the Company announced that
it  has  applied  for  a  patent for VideoTalkT,  a  video  and  audio
communications  system  for the Internet.   VideoTalk  is  a  complete
hardware and software system which, when connected to a multimedia PC,
enables  full  duplex video and audio conferencing over the  Internet.
It will provide significant advantages to users as VideoTalk  does not
require a soundcard or a video capture card. VideoTalk will come  with
a  new  version  of  DigiPhone 2.0 which  will  include  the  recently
announced  Multi-Protocol Framework allowing voice communication  with
other  Internet telephony software. VideoTalk's features are  designed
to incorporate new leading edge audio and video compression technology
to   enable  connections  over  devices  such  as  28.8  kbps  modems.
VideoTalk  is  designed  with an expansion peripheral  interface  that
enables  attachments to be added to the VideoTalk unit.  Third  Planet
will  provide  API  specifications so that other developers  can  take
advantage of the features and processing power of VideoTalk  in  their
applications.

      The  Company also announced the Proficia, an Internet  telephony
handset  which  is  specifically designed  to  enable  superior  voice
communications over the Internet.  The handset attaches to the side of
a  computer  monitor  and functions in a similar way  to  a  telephone
handset,  thus  eliminating the necessity for a headset or  microphone
and speakers when Internet voice communication software is used.

      Management expects its principal revenue and profitability  will
emanate  from DigiPhone derivative software products and from  license
fees,  and  intends to concentrate the majority of its management  and
financial  resources  on the development and successful  marketing  of
Internet related products produced by its subsidiary Third Planet.

Liquidity and Capital Resources

1998

Net cash used by operating activities for 1998 was $3,757,870 compared
with  $5,555,018 in 1997.  Net cash used by investing  activities  was
$730,884 compared with $4,587,734 in 1997.  This was primarily due  to
the  net  loss  of  $6,074,163 in 1997 compared with  $12,996,369  the
previous  year.   Net  cash  provided  by  financing  activities   was
$1,611,520 compared with $3,302,152 in 1997.

Registrant's continual requirement for financial resources relates  to
its  obligations  for  statutory, legal and  accounting  requirements.
Registrant  has  no  available  cash resources  to  fund  its  ongoing
activities  and  will experience severe cash flow difficulties  if  no
external funding source is obtained.

1997

Net cash used by operating activities for 1997 was $5,555,018 compared
with  $6,740,073  in 1996.  Net cash used by investing  activities  in
1997   was  $4,587,734  compared  with  net  cash  used  by  investing
activities of $1,889,146 in 1996.  This was primarily due to  the  net
loss  of  $12,996,369  in 1997 compared with $4,565,713  the  previous
year.   Net  cash  provided  by financing  activities  was  $3,302,152
compared  with  $18,350,289 the previous year.  Sales  of  common  and
preferred stock were $3,410,500 compared with $22,330,214 in 1996.

Registrant's requirement for additional financial resources  primarily
results  from  the continuing research and development  costs  of  its
subsidiary  Third  Planet.   Registrant  believes  that  its   current
development  program  will  shortly be concluded,  but  believes  that
continued  research  and development will be required  to  maintain  a
technological  lead  which  management  believes  that  Third   Planet
currently  has.   Accordingly, management is aware  of  the  need  for
additional  cash  resources  to be obtained  for  the  continuance  of
research and development and anticipates that such financial resources
will  primarily come from the private placement of Registrants' common
and  preferred stock.  Management believes that license fees  received
from  Third  Planet's products will generate revenues  and  cash  flow
towards  the  end of the current financial period.  The activities  of
Registrant's  subsidiary,  mrcdrom.com are dependent  on  its  initial
public offering (See Item 1.  Business).  Registrant has no plans  for
significant  capital  expenditures  during  the  next  twelve  months.
Management  believes  that cash provided by financing  activities  and
licensing  fees  as  well as revenue from sale of  software  over  the
Internet  together with the present level of cash resources  available
to  the  Registrant  will be sufficient for its needs  over  the  next
twelve  months.   Management believes that should the Company  require
additional cash resources it can incur borrowing as Registrant has  no
long-term  corporate  debt.   There  are  no  known  trends   demands,
commitments  or  events  that would result in or  that  is  reasonably
likely to result in the Company's equity increasing or decreasing in a
material  way  other  than the potential use  of  cash  resources  for
investment  in  the  Company's subsidiaries in the  normal  course  of
business or additional fund raising.

1996

      Net  cash  used by operating activities for 1996 was  $6,740,073
compared  with  $2,207,683  in  1995.   Net  cash  used  by  investing
activities  was $1,889,146 compared with net cash received of  $28,482
in  1995.   This was primarily due to product development and software
costs  of  $608,800 compared with $40,000 in 1995, to the purchase  of
minority interests of $264,044 ($0 in 1995), to the issuance of a note
receivable in the amount of $312,400 ($0 in 1995) and to purchases  of
property and equipment of $1,087,658 ($195,589 in 1995).

      Net  cash  provided  by  financing  activities  was  $18,350,289
compared with $2,290,941 the previous year.  Sales of common stock and
preferred  stock  were $22,330,214 compared with $1,623,847  in  1995.
These transactions substantially improved the liquidity of the Company
and helped raise stockholders' equity by $15,767,262 in 1996.

      The  Company's plans for capital expenditures relate principally
to capital costs likely to be incurred in opening of additional retail
units.   Management  does  not anticipate any liquidity  problems  and
believes  that  the  anticipated level of  revenue  generated  by  the
Company together with the present level of cash resources available to
the  Company  will  be sufficient for its needs.  Management  believes
that  should  the  Company require additional cash resources,  it  can
raise  additional cash resources from the sale of common and preferred
stock  and/or  by incurring borrowing.  Management is aware  that  the
Company has no long term corporate debt.  Management believes that  it
is well positioned to make arrangements for additional debt should the
need  arise.   There  are  no known trends, demands,  commitments,  or
events that would result in or that is reasonably likely to result  in
the  Company's  liquidity increasing or decreasing in a  material  way
other  than the potential use of cash resources for investment in  the
Company's subsidiaries and the normal course of business.

      Management  continued  to demonstrate  its  ability  to  attract
private investment during the nine months ended January 31, 1996.  The
Company raised $22,330,214 in private placements of restricted  common
and  convertible  preferred stock.  The preferred stock  yields  range
from  9% to 12% and can be converted into common shares of the Company
in  limited  amounts during agreed time frames subsequent to  issuance
and in unlimited amounts thereafter.  The conversion rate is equal  to
an  agreed upon discount on the prevailing market price of the Company
shares at the time of the conversion.

Item 8.        Financial Statement and Supplementary Data

Index to Consolidated Financial Statements        Page

Report of Independent Auditors - 1997 and 1996   	AF-1

Report of Independent Auditors - 1998             F-1

Consolidated Financial Statements
     Balance Sheets - April 30, 1998 and 1997     F-2 and
                                                  F-3
     Statements of Operations for the years
         ended April 30, 1998, 1997 and 1996      F-4

     Statements of Stockholders' Equity for the
         years ended April 30, 1998, 1997 and 1996  F-5 through
                                                    F-7
     Statements of Cash Flows for the years ended
         April 30, 1998, 1997 and 1996            F-8 and
                                                  F-9

     Notes to Consolidated Financial Statements   F-10 through
                                                  F-25

Consolidated Schedule                             F-26

      The information itemized above are included in Part IV, Item  14
as Exhibit (a) (1) and begins at F-1 following page 29.


Item 9.        Disagreements on Accounting and Financial Disclosure

Lane   Gorman  Trubitt,  L.L.P. has been dismissed  as  the  Company's
independent auditors effective May 22, 1998.

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 10. Directors and Executive Officers of the Company

  The  following  persons serve as directors and/or  officers  of  the
Company as of July 14, 1998:

Name               Age    Position      Period  Served            Term
Expires

Daniel Wettreich 46    Chairman,    September 16, 1988     Next
                       President,                          Annual
                       Director                             Meeting


Jeanette  P.  Fitzgerald  37  Secretary    September  16,  1988   Next
                               Director                            Annual
                                                                  Meeting


Allan  S.  Wolfe    65     Director          May  24,  1993       Next
                                                                 Annual
                                                                 Meeting
Daniel Wettreich

      Daniel  Wettreich  is Chairman, President and  Director  of  the
Company  since  September  1988.  Additionally,  he  currently   holds
directors positions in the following public companies:  Forme Capital,
Inc.,  a  real estate company, Adina, Inc., Malex, Inc.,  and  Tussik,
Inc.  which are dormant companies seeking merger opportunities.  Since
July  1996,  he  has  been Director of Constable Group  plc  (formerly
Meteor  Technology plc), a United Kingdom public company(3).  In  July
1993,  he  was  appointed  Director of Goldstar  Video  Corporation(2)
following an investment by the Company.  From January 1985 to February
1988  he  was  a  founding  director  of  Phoenix  Network,  Inc.,   a
telecommunications company listed on the American Stock Exchange.  Mr.
Wettreich has a Bachelor of Arts in Business Administration  from  the
University of Westminster, London, England.

Jeanette P. Fitzgerald

      Jeanette  Fitzgerald  is  Vice President  and  General  Counsel,
Corporate  Secretary  and  a Director of the Company  since  September
1988(1).   She is a member of the State Bar of Texas and the  Business
Law section.  From July 1996 until January 1998, she was a Director of
Meteor  Technology  plc(3).  She is also the Corporate  Secretary  and
Director  of  Malex,  Inc.,a public company.  In July  1993,  she  was
appointed  Director  of  Goldstar Video  Corporation(2)  following  an
investment by the Company.  Previous to these positions, from 1987  to
1988  she  worked as a staff attorney and in the compliance department
at  H.D.  Vest, Inc., a holding company with subsidiaries including  a
securities  brokerage firm.  She graduated from Texas Tech  University
School  of  Law  receiving both a Doctorate  of  Jurisprudence  and  a
Masters  of  Business  Administration  in  May  1986,  and  from   the
University of Michigan with a Bachelors of Business Administration  in
December 1982.

Allan S. Wolfe

      Allan  S.  Wolfe has been a Director of the Company  since  May,
1993.  He is Chairman and President of Database Technologies, Inc.,  a
public  company providing database software to the insurance  industry
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.

(3)  A  subsidiary,  Meteor Payphones Ltd and subsidiaries  filed  for
voluntary  liquidation in March 1998.  Constable Group plc  filed  for
voluntary liquidation in July 1998.

Item 11. 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, 1998.   No  bonuses
were granted to any officer, nor was any compensation deferred.

                      SUMMARY COMPENSATION TABLE

                   Annual    Long-Term              
                   Compensa  Compensation
                   tion
                                                          Pay-     
                                              Award  outs
                                              s
                                                                        
                                              Restr                     
Name and Pri                         Other    icted  Options   LTIP    All
ncipal       Year  Salary    Bonus   Annual   Stock     /      Pay-   Other
  Position                           Compen   Award    SARs    outs  Compen-
                                     sation    (s)                   sation
Daniel       1996  $208,333    -        -       -     25,000    -    $   (1)
Wettreich    1997  $250,000    -        -       -    175,000    -    $   (1)
Chairman     1998  $250,000    -        -       -    100,000    -    $   (1)
and CEO (1)
Jeanette P.  1996     N/A      -        -       -      N/A      -    $
Fitzgerald   1997     N/A      -        -       -      875      -    (1)
Vice         1998     N/A      -        -       -     44,875    -    $
President,                                                           (1)
General                                                              $
Counsel and                                                          (1)
Secretary
(1)

(1)   Daniel Wettreich and Jeanette Fitzgerald, Directors and Officers
of Company, were employees of a company affiliated with Mr. Wettreich,
which company provided the Company with management services until July
1995  and  was paid $-0-, and $44,000  for the years ended  April  30,
1997,  and  1996  respectively.  In July 1995, Mr. Wettreich  and  Ms.
Fitzgerald became employees 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.

      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  other  than   Mr.
Wettreich whose contract has been terminated by mutual consent.

     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  12.   Security  Ownership  of  Certain  Beneficial  Owners   and
Management

      The  following table sets forth as of July 18, 1998  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   (3
persons).

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

Daniel Wettreich               1,697,871(1)(2)              27.6%
2415 Midway Road, Suite 115
Carrollton, Texas 75006

Jeanette P. Fitzgerald                 80,875 (3)             1.7%
2415 Midway Road, Suite 115
Carrollton, Texas 75006

Allan Wolfe                         10,250 (4)                   *
390 South River Road
Suite 5
Bedford, NH  03110

All Officers and Directors             1,788,996(1)(2)(3)(4) 28.6%
as a group (3 persons)

* Under 0.1%

Forsam Venture Funding, Inc.               1,345,295(1)     22.6%
2415 Midway Road, Suite 115
Carrollton, Texas  75006

57,633 of these shares are owned by AM Investments Ltd. a U.K. company
("AM")  of which Mr. Wettreich is a director and officer.   80,960  of
these  shares  are  owned by Constable Group plc ("Constable"),  a  UK
company of which Mr. Wettreich is a director and officer. 1,345,295 of
these  are  Preferred  Stock 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 AM, Constable and Forsam.  (See  Item
13.  Certain Relationships and Related Transactions).

Includes  options  to  purchase  200,000  shares  granted  to   Daniel
Wettreich, which options are not exercised.

Includes  options  to  purchase  53,750  shares  granted  to  Jeanette
Fitzgerald, which options are not exercised.

Includes  an  option to purchase 6,625 shares granted to Allan  Wolfe,
which option is not exercised.


Item 13.  Certain Relationships and Related Transactions

      On  May 20, 1997 Adina, Inc. subscribed (post reverse) 1,345,295
restricted  Preferred Shares, Series J Camelot Corporation ("Camelot")
with payment by the transfer of 6,029,921 restricted common shares  of
Alexander  Mark  Investments (USA), Inc. to Camelot.  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.

      The Company paid management fees of $44,000 in 1996 to Wettreich
Financial  Consultants, Inc. ("WFC"), a company  affiliated  with  the
President of the Company.  These management services consisted of  the
provision of the services of the President and Corporate Secretary  of
Company.    The amount was determined by the time, effort,  and  skill
required  to provide these services.  The President and the  Corporate
Secretary of Company were employees of WFC and during the fiscal  year
ended April 1995, received no compensation from Company.

      Stock  Transfer  Company of America, Inc.,  ("STCA")  a  company
affiliated with the President of the Company provided services  during
the year ended April 1998 and 1997, as a securities transfer agent.  A
total  of $18,855 and $35,158 were paid by Company for these services.
In  the  opinion  of  the  Board  of Directors,  the  terms  of  these
transactions was 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 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   to
surrendered the Midway lease to the landlord in July 1998 for $39,781.

     The Company received loans from Forme totaling $406,000 in fiscal
1995.   Payments  of $236,000 and $190,000 were made in  fiscal  years
1996 and 1995, respectively.  Forme converted the remaining balance of
$450,000  to  common  stock during fiscal 1996.  Total  interest  paid
during fiscal 1996 was $11,615 and 1995 was $35,961.

      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
$75,156.  This loan bears interest at a rate 6% per annum.

      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.

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 (british pounds)
2,000,000  ofloan stock owed to the Company by Meteor and (british pounds)
500,000 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  (british pounds)70,000 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 AMI 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 dividend.  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 (british pounds)500,000 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 AMI for
$13,830  cash.   These  transactions  represented  Registrants   total
shareholding in AMI.

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.

In  March  23,  1998,  Registrant acquired from AMI  43,000  Preferred
Shares, Series B of Forsam Venture Funding for $43,000 cash.

      On  March  31,  1998, the Registrant's wholly owned  subsidiary,
Third Planet Publishing, Inc. entered into a conditional contract with
Wincroft,  Inc. to sell all right, title and interest in the VideoTalk
product  for  $7,002,056  payable by the  issuance  of  common  stock,
preferred stock and a promissory note in the amount of $2,000,000.

      On  June 29, 1998, Registrant agreed with Wincroft, Inc., at the
request  of  Wincroft,  to  satisfy the  outstanding  Promissory  Note
payable to Camelot by Wincroft in the amount of $2,000,000 of Wincroft
Non-Voting  Preferred Stock, Series B.  These Preferred Shares  pay  a
dividend  of  10% when and as declared by the board of  directors  and
will pay an additional yield equivalent to 10% of any revenues derived
by  Wincroft on sale of VideoTalk.  The Preferred Shares also call for
redemption  by  Wincroft  in the event VideoTalk  is  sold.   Wincroft
requested  this  action  in  order  to  assist  in  its  fund  raising
capabilities.   Wincroft is seeking funds to pay for  working  capital
and marketing expenditures.

     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  other  than
Mr.  Wettreich.   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.

                                PART IV

Item 14.          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, 1998.

Index to Consolidated Financial Statements        Page

Report of Independent Auditors - 1997 and 1996    AF-1
Report of Independent Auditors - 1998             F-1


      Consolidated Financial Statements
        Balance Sheets - April 30, 1998 and 1997  F-3 and
                                                  F-4
        Statements of Operations for the years
          ended April 30, 1998, 1997 and 1996     F-5

        Statements of Stockholders' Equity for the
          years ended April 30, 1998, 1997 and 1996    F-6 through
                                                  F-7
        Statements of Cash Flows for the years ended
          April 30, 1998, 1997 and 1996           F-8 and
                                                  F-9

        Notes to Consolidated Financial Statements     F-10 through
                                                  F-25

(a) (2) Consolidated Schedule                     F-26
(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.

    10  (b) 1991 Outside Directors' Stock
          Option Plan               Incorporated by reference  to  the
                                     Proxy Statement for  April  13,
1992       Annual       Meeting       of       Shareholders        and
the     Proxy     Statement    for    January    3,    1998     Annual
Meeting of Shareholders.

         1996 Employee Stock Option Plan Incorporated by reference  to
the  Proxy  Statement for                                      January
3,1998 Annual Meeting of Shareholders

   22(a)  Subsidiaries
   (7)  Reports on Form 8-K:
        Report filed on April 20,  1998 reporting Items 2 and 7.
        Report filed on May 8, 1998 reporting Item 1.
        Report filed on May 27, 1998 reporting Item 4.
        Report filed on July 9, 1998 reporting Item 5.
<PAGE>
                           EXHIBIT 22(a)
                            SUBSIDIARIES
                        AS OF JULY 14, 1998



Third Planet Publishing, Inc.          100%
Mr. CD-ROM Stores, Inc.                100%
Camelot Distributing, Inc.             100%
Maxmedia Distributing, Inc.            100%
Camelot Internet Access Services, Inc. 100%
mrcdrom.com, inc.                      100%
Atlantic Media, Inc.                   100%
Software @ Cost + 10%, Inc.             100%
SAC Distributing, Inc.                 100%
                             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:     July 31, 1998

      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:   July 31, 1998


By:  /s/Jeanette Fitzgerald
     Director; Secretary

Date:   July 31, 1998

By:  /s/Allan Wolfe
     Director

Date:    July 31, 1998


                                 30
<PAGE>