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, 1997		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, 17770 Preston Road, Dallas, Texas          	 
                 75252			
             (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				NASDAQ

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 $3.6875, at July 28,1997, the aggregate market 
value of the voting stock held by nonaffiliates of the Company was 
$4,754,463.

The number of shares outstanding of the Company's common stock, $0.01 
par value, was 1,472,672 at July 28, 1997.

	DOCUMENTS INCORPORATED BY REFERENCE

Form 8-K dated May 20, 1997 with amendments.
	
	


PART 1


Item 1.	Business

	Camelot Corporation ("Registrant" or "the Company") is a 
holding company with subsidiaries in technology and 
telecommunications.

	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 divestment's of 
businesses unrelated to its present activities (see Acquisition and 
Divestment History) and during the years ended April 1994 and April 
1995, undertook a restructuring which involved the sale or closure of 
all subsidiaries operating in prior financial periods.

	The Company's activities are conducted through subsidiaries.  
Third Planet Publishing, Inc., ("Third Planet") (established in 
January 1995) is a research and development company developing leading 
edge technology in both hardware and software solutions for audio and 
video conferencing over the Internet.  mrcdrom.com, inc. 
("mrcdrom.com"), (established  in March 1997) is a Internet catalog 
retailer of software.   Camelot Internet Access Services, Inc. 
("CIAS"), (established in June 1996) is a provider of Internet 
access services.  Alexander Mark Investments (USA), Inc. ("AMI") 
(80% acquired in May 1997) is a U.S. public holding company whose 57% 
owned subsidiary, Meteor Technology plc ("Meteor") is a U.K. public 
company.  Meteor's two primary subsidiaries are DigiPhone 
International Ltd which is the worldwide distributor of all the 
products of Third Planet, and Meteor Payphones Ltd an operator of 
approximately 2,000 payphones.

Third Planet Publishing

	Third Planet is an innovative technological research and 
development company focusing on hardware and software solutions for 
audio and video communications over the Internet.  Third Planet is at 
the culmination of a 30 month development program for Internet video 
conferencing and telephony and has made its new products available for 
licensing to major Personal Computer ("PC") manufacturers. 

	Third Planet released its first product, DigiPhone, in October 
1995.  The product represented a telecommunications breakthrough by 
permitting the full-duplexing of voice over the Internet making real 
time worldwide voice communications possible for PC users at the cost of 
a monthly Internet connection fee.  The current version of the product, 
called DigiPhone Deluxe includes modern telephone features such as speed 
dialing, voice messaging, caller ID, call record and play back, 
conference calling, amongst others. Conversations are encrypted and 
completely private unlike the commonly used IRC connections or Internet 
chat rooms in competing software.

	In April 1996, Third Planet commenced a development program for 
DigiPhone 2.0, the latest version of DigiPhone which included multi-
protocol frameworks enabling DigiPhone to communicate with  any other 
standards based Internet telephony software.  The frameworks are based 
on component technology that will allow the development of new 
functionality for the DigiPhone communications engine.  This new 
approach will allow DigiPhone to evolve more quickly in a rapidly 
maturing  Internet telephony market.  DigiPhone 2.0 will be available in 
approximately the last quarter of 1997.  

	In May 1996, Third Planet announced a development program for an 
Internet telephony handset specifically designed to enable superior 
voice communications over the Internet.  Proficia? is an audio handset 
which connects to a multimedia PC, eliminating the need for a headset, 
microphone or speakers.  It provides quality sound for Internet 
telephony, computer telephony and multi-media applications, and is 
available for licensing.

	The principle focus of Third Planet's research and development 
department has been on the development of VideoTalk, a video 
conferencing system for the Internet.  Third Planet has applied for a 
patent for VideoTalk, which is a complete hardware and software system 
which, when connected to a multimedia PC, enables full duplex video 
conferencing over the Internet and over local and wide area networks.  
Uniquely, VideoTalk will operate in the background while not detracting 
from the PC's ability to run other software programs simultaneously.  It 
uses a PCI plug-and-play card that provides high quality audio and video 
while achieving extremely low processor load.  VideoTalk does not 
require a sound card or a video capture card, and allows communications 
over the Internet with only a 28.8 kbps modem.  The VideoTalk unit 
includes a NTSC or PAL color video camera, a special version of the 
Proficia telephony handset and both the VideoTalk and DigiPhone 2.0 
software. Discussions with PC manufacturers regarding the licensing of 
VideoTalk for inclusion with forthcoming platforms have commenced.

	VideoTalk is capable of video conferencing at 15 frames per 
second over a 28.8 modem.  This is a major breakthrough, as competing 
technologies currently struggle to achieve 2 or 3 frames per second 
over the Internet. VideoTalk offloads almost all of the audio and 
video processing onto its own processors.  This frees the personal 
computer for other tasks, such as application sharing, while ensuring 
the video comes through at a frame rate that software-only solutions 
simply cannot match.  

VideoTalk features a modular framework, simplifying upgrades and 
expansions.  This flexibility will allow third party developers to 
utilize VideoTalk and its powerful processors as the engine for their 
own programs.

VideoTalk's technical features include:

 Multi-point conferencing
 High frame rate
 Low processor load
 Expandable system
 CIF, QCIF, and SQCIF formats
 Dual NTSC or PAL video input
 Echo cancellation
 Full duplex audio/video
 Outstanding speech quality
 H.323 compliant
 Open architecture
 Firmware upgradeable
 Scaleable hardware and software
 MIPS-based accelerated video processing
 Built-in frame grabber and audio amplifier

	VideoTalk is available for licensing to major PC manufacturers.

	In June 1997, a successful demonstration of all the three new 
products was held in Atlanta at COMDEX/Spring 97.  These products were 
enthusiastically received with VideoTalk being featured on COMDEX TV as 
a show highlight.

	Through a series of transactions in July 1996, November 1996 and 
May 1997 the worldwide marketing rights for all Third Planet products 
are exclusively with DigiPhone International Ltd., a subsidiary of 
Meteor Technology plc a public company affiliated with Registrant. 

Meteor Technology plc

	Subsequent to the financial year end, Registrant, through its 
acquisition of 80% of AMI obtained control of Meteor, a U.K. listed 
public company (see Acquisition and Divestment History).  Meteor's two 
operational subsidiaries, are DigiPhone International Ltd. and Meteor 
Payphones Ltd.  DigiPhone International is the worldwide distributor for 
all products developed by Third Planet.  Meteor Payphones owns and/or 
operates approximately 2,000 payphones in the United Kingdom, which 
business it is intended to expand both by internal growth and by 
acquisitions.

mrcdrom.com, inc.

	In April 1997, Registrant announced a new Internet shopping 
company called mrcdrom.com, a subsidiary, which will sell software 
titles over its World Wide Web Site.  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, offering up to three 
million shares, at $4.00 per share. The Company will be offering its 
shares exclusively over the Internet with no underwriter and with a 
minimum subscription of $200 for 50 shares.  Following the offering if 
all shares offered are sold the Company will have 9,000,000 shares 
outstanding.  Camelot, who will retain a 60% shareholding subsequent 
to the IPO, transferred to mrcdrom.com approximately $511,428 of 
inventory, cash, trademarks and other assets.  The mrcdrom.com 
Internet catalogue is currently being test marketed via its World Wide 
Web site at http://www.mrcdrom.com.

	This new business grew out of the experience and resources of 
Registrant's previous software retail chain called Mr. CD-ROM Stores, 
Inc., which was closed during the financial period.  The Company took a 
charge in the amount of $745,521 related to the closing of the stores.  
The Company believes that in the long run this action will be good for 
the Company as it restructures the operations into an Internet 
catalogue.The Company will offer a wide selection of one-stop computer 
software shopping through a secure site on the Internet. Customers are 
offered a large selection of titles as well as competitive pricing and 
can run searches in various categories, check order status, and click 
on a button to add software to their virtual shopping baskets.  To 
execute orders customers click on a button and are prompted to supply 
shipping and payment details. 
	A registration statement relating to these securities has been 
filed with the Securities and Exchange Commission but has not yet become 
effective.  These securities may not be sold nor may offers to buy be 
accepted prior to the time the registration statement becomes effective. 
 This document shall not constitute an offer to sell or the solicitation 
of an offer to buy nor shall there be any sale of these securities in 
any State in which such offer, solicitation or sale would be unlawful 
prior to registration or qualification under the securities laws of any 
such State.

Camelot Internet Access Services, Inc.
   

	An Internet services provider formed in January 1996, this 
subsidiary's principle activities are 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.  Due to 
the intense competition experienced by the Internet access industry, 
Registrant has no plans to expand the current limited activities of this 
company.
    

PCAMS

	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.  This 
reflects the intention of Management to broaden the scope of 
Registrant's involvement in the telecommunication industry.  Management 
believes that the passage of the Telecommunications Act of 1996 followed 
by the release of new payphone compensation rules by the Federal 
Communications Commission in response to the Act has significantly 
improved the outlook for this industry, and that the acquisition of 
PCAMS software enables Registrant to improve the capabilities of 
independent payphone providers.  Management will seek to utilize PCAMS 
software both by offering such software to independent providers and by 
seeking acquisitions of payphone businesses.

Competition 

	The technology and telecommunications industry is highly 
competitive.  The Company's competitors include other national and 
regional companies many which have substantially greater financial and 
other resources than the Company which may give them certain competitive 
advantages.  There are many companies entering the technological and 
telecommunications markets with new products and this trend is expected 
to continue.  The ability of Registrant to effectively compete in the 
future depends on a number of factors including its ability to create 
and/or acquire products that customers will accept and respond to and 
comply with the changing nature of regulations in the manner which they 
are interpreted.  Registrant's businesses may be effected by a variety 
of factors, including but not limited to general economic trends, 
additional and existing competition, marketing programs, special or 
unusual events, and acquisitions made by  the Company.




Trademarks and Trade Names

	"Mr. CD-ROM", "DigiPhone", "VideoTalk", "Proficia", "People 
are Talking", "Call Anywhere.  Talk Forever.  Never Pay Long Distance" 
and "Kids University" are registered or have been applied for in the 
United States patent and trademark office and where appropriate with 
foreign regulatory bodies as service marks or trademarks of the Company. 
 The Company believes the strength of its trademarks and service marks 
benefits its businesses and intends to continue to protect and promote 
its registered common law trademarks and service marks.

Acquisition and Divestment History

	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 $200,000 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 for $466,571 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. 

	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.


	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.  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 1997, DigiPhone International 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 is 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 has 49% of the voting rights attributable to the 
currently 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.

Discontinued Activities  - 	See Item 7.	Management Discussion and 
Analysis of Financial 								Conditions 
and Results of Operations

Employees

	As of July 1, 1997, the Company employs 39 people on a full time 
basis.  The Company believes that it has good employee relations.

Item 2.	Properties

Real Estate

	Company leases, pursuant to a ten (10) year lease, a 10,000 square 
feet office building in Dallas, Texas which it occupies as its corporate 
headquarters from a company affiliated with the President.  The annual 
lease payment equates to $80,000.   Company also leases pursuant to a 
five (5) year lease, 19,950 square feet office and warehouse building in 
Dallas, Texas which it occupies as a distribution center for 
mrcdrom.com, Camelot Distributing and as programming and publishing 
facilities for Third Planet Publishing.   The annual lease payment 
varies each year and for the last fiscal year equates to $65,431.  The 
Company considers all office and warehouse space leased adequate for its 
needs.  Mr. CD-ROM Stores currently leases four retail units in Dallas, 
Texas which they are in the process of negotiating with landlords in 
order to terminate the leases.

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. In the normal course of business, the Company has been 
sued as detailed below.  The Company  believes there is no validity to 
these suits, 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.

The Company has been sued for breach of lease of a retail unit 
previously occupied by Mr. CD-ROM Stores, Inc.  The Company intends to 
show failure on the part of the landlord to relet the space.
	
	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
	
	A special shareholder's meeting was held on July 14, 1997 approving 
a one for forty reverse stock split of all outstanding common shares and 
outstanding Preferred Shares, Series J.

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

	The Company's common stock trades on the NASDAQ Small-Cap Market 
under the symbol CAMLD (such symbol to change to CAML on August 15, 
1997).  The following table sets forth the quarterly high and low prices 
of the common stock for the period from May 1, 1995 through April 30, 
1997 (post reverse split).  Real-time price information is provided from 
quotations take from monthly reporting by NASDAQ.  They reflect inter-
dealer prices, without retail mark-up, mark-down or commission, and may 
not necessarily represent actual transactions.


Real Time

							High		Low

	1996

		First		July  31, 1995		$ 97.50		$60.00
		Second		October 31, 1995	 281.25		 77.50
		Third		January 31, 1996	 196.25		 92.50
		Fourth		April 30, 1996		 127.50		 68.75

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
	
	As of July 18, 1997, the Company had 9,664 shareholders of which 
there were 1,191 shareholders on record of Company's common stock and 
8,473 additional beneficial owners.  On July 14, 1997 the Company's 
shareholders approved a one for forty reverse stock split on all the 
outstanding common and preferred shares, Series J resulting in 1,472,672 
common shares and 1,345,295 preferred shares, Series J outstanding.  As 
the number of shares outstanding are limited, the Company's shares trade 
continuously with some heavy volume trading days.  
	
	On September 30, 1997, the Company issued a news release stating 
that NASDAQ had halted trading in the company's common shares on 
September 26, 1997 while NASDAQ reviewed requested information about the 
Company's activities.  The company promptly provided all requested 
information and NASDAQ permitted the resumption of the Company's shares 
on October 6, 1997.  There was no impact on Company operations.

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:
             		

1997
1996199519941993

Net sales
$1,887,617  $  3,002,049$  1,184,469$    -$     -
Income (loss) from 
   continuing 
operations
(12,996,369)(4,314,788)(2,335,977)(1,567,312)(256,320)
Income (loss) from 
   discontinued 
operations

-   (250,925)(1,182,927)(402,981)(435,772)
Income (loss) per 
share from
   continuing 
operations

(20.45)(12.54)(9.17)(8.30)(3.79)
Total assets
6,772,076  16,701,863 2,098,974 3,309,132 3,337,494
Long-term debt
-               -          -        -       633,528


	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).

	On September 11, 1993, the Company disposed of its investment in 
Forme Capital, a real estate holding company (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.

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 it in position to offer a product, Video Talk, that will 
be well received.  Due to the closing of the stores during the year any 
depreciation and amortization attributable to the assets in the stores 
were immediately expenses thereby increasing the depreciation and 
amortization line item. The Other Expense line in the Statement of 
Operations includes a loss on the disposition of the assets relating to 
the closing of the stores, and a note receivable allowance which 
reflects a decrease in the value of the collateral of the loan to an 
officer.  The  loss on investment in affiliate resulted from 
management's decision to change the method whereby the stock of Meteor 
was classified to the equity method due to the amount of control the 
Company has over Meteor Technology.  There are common directors and the 
Chairman is the same for both companies along with Camelot owning 
approximately 15% of Meteor.  This resulted in an adjustment to the 
value of the Meteor stock to reflect the current market value.

   

Specifically, depreciation and amortization increased to the 
establishment and subsequent closure of the Mr. CD-ROM Stores and the 
related equipment and inventory.  The Loss on disposal of assets as 
$191,918 in 1996 compared with $509,292 in 1997.  This increased loss 
was related to the closing of the stores, the Loss on sale of available 
for sale securities was $269,914 in 1997 compared to $0 in 1996.  In 
1997 a Note receivable allowance of $889,000 was included which was $0 
in 1996.  This related to a loan to the CEO of the Company secured by 
stock of the Company which had declined in value between the date of the 
granting of the loan and the fiscal year end.  Management does not 
believe there is a decreased likelihood of repayment of the loan.  The 
overall Net Cash used in operating activities was $6,740,073 in 1996 
compared with $5,555,018 this fiscal period.  Net cash used in investing 
activities was $4,587,734 in 1997 versus $1,889,146 in 1996.  The 
primary reason for the increase was a $2,457,003 investment in Meteor 
and a $1,814,000 issuance of a note receivable to the CEO.  Net cash 
decreased in 1997 by $6,840,600 and increased in 1996 by $9,721,070.  
The difference resulting primarily from the additional funds raised in 
private offerings during 1996.

    

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 in the amount of $1,027,612, a loan to an officer in the 
amount of  $1,814,000 and 3,410,500 in proceeds from the sale of 
preferred stock to help finance the research and development efforts.  
The items noted above along with the expenses from the research and 
development efforts resulted in the Company having  a net decrease in 
cash.

During the year, substantial financial (approximately $2,375,000 
compared to $1,319,000, and $163,000 for the years ended April 30,  
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 has made available for licensing 
Third Planet's three new products which products are to being offered to 
the major PC manufacturers.  

During the financial year, Registrant'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 5,000,000 British pounds 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 Dallas, 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.
   
 
Camelot Internet Access Services, Inc. ("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 VideoTalk, 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.

1995

	During the year ended April 1995, Company completed its 
restructuring which involved the sale or closure of all previously owned 
subsidiaries and established three new operating subsidiaries, namely 
Third Planet Publishing, Inc., (established in January 1995), Mr. CD-ROM 
Stores, Inc. (established in December 1994) and Camelot Distributing, 
Inc. (established in April 1995).   Camelot Distributing acquired the 
inventory and customer list of Maxmedia Distributing which was acquired 
by the Company in July 1994 and has now ceased trading.  Due to the fact 
that trading operations for these subsidiaries commenced various times 
during the financial year, and to the fact that no prior history exists 
for the ongoing operations of Company, Company is of the belief that the 
financial results for the year ended April 1995, and a comparison with 
prior period financial statements is not indicative of the future 
results of Company.

	The results of operations of the discontinued operations and the 
assets sold or to be sold are presented in the financial statements as 
discontinued operations.  Prior year statements of operations have been 
restated for comparative purposes with the result that no sales or 
related financial information is shown due to the fact that the 
Company's CD-ROM software subsidiaries commenced operations during the 
fiscal year and did not generate any revenues during previous fiscal 
years.  

	Company's continuing operations had sales of $1,184,469 in fiscal 
1995 compared with $-0- for 1994. Company had a loss from operations of 
$2,348,155 compared with a loss from operations in fiscal 1994 of 
$1,138,387.  Net loss for fiscal 1995 was $3,518,904 which includes loss 
from discontinued operations of $1,182,927 which compares with a loss 
from discontinued operations for fiscal 1994 of $402,981.
	The primary reasons for the loss from continuing operations was due 
to the start up costs relating to the commencement of CD-ROM software 
operations in its newly formed subsidiaries, and the decision to 
discontinue Company's other businesses.   In addition to start up costs 
for its new subsidiary, its subsidiary Maxmedia which was located in 
Orlando was closed, and the Company incurred relocation costs of 
personnel, inventory, fixtures and equipment to Dallas which is a non-
recurring one time costs.  Mr. CD-ROM Stores incurred costs outside the 
normal course of business due to the testing and retesting of various 
retail concept in its Orlando retail unit in order to establish a 
permanent long term Mr. CD-ROM retail trading format.  Further, Third 
Planet Publishing incurred programming and data processing costs 
relating to the creation of the CD-ROM interactive catalog and in 
relation to DigiPhone which management has decided to expense.  

	The consolidated balance sheets for 1995 shows stockholders' equity 
of ($87,049) compared with $1,408,498 for fiscal 1994.  Total assets 
were $2,098,874 compared with $3,309,132.  The decrease in stockholder's 
equity is due to a combination of the loss from operations and the loss 
from discontinued operations.  Subsequent to the year end substantial 
increases in stockholders equity occurred due to private placements of 
restricted common and preferred stock and the conversion to common stock 
of debt owing to an affiliate of the President of Company, all of which 
resulted in an increase in equity of $1,875,000 during the three month 
period ending July 1995.  

	Company began its CD-ROM software operations by the acquisition of 
Maxmedia Distributing, a Florida based distributor of CD-ROM software in 
July 1994.  The customer base of Maxmedia is now being serviced by 
Camelot Distributing, a CD-ROM distributor supplying independent 
retailers from distribution facilities in Dallas, Texas. 

	Mr. CD-ROM Stores was established in December 1994 with the opening 
of a retail concept store in Orlando, Florida.  This store, which was on 
a six month lease, provided an opportunity to refine Mr. CD-ROM's retail 
concept during which time retail franchise documentation and approvals 
were obtained from the majority of states in the USA.  A company owned 
store was opened in Dallas in July 1995 and an additional four retail 
units opened by December 1995 in the Dallas area. 

	Third Planet Publishing commenced operations in January 1995 and 
shortly thereafter acquired the worldwide distribution rights to 
DigiPhone, the world's first full duplex Internet phone system.  Third 
Planet expanded the number of software programmers developing the 
DigiPhone technology and arranged for quality retail distribution as 
well as establishing marketing and advertising plans for launching 
DigiPhone. 

	Subsequent to the period ended April 1995, the Company completed a 
private placement of restricted common and preferred shares raising 
$1,200,000 for the Company.  The investors are an investment fund 
managed by Suisse Finance Corporation and have agreed not to dispose of 
their common shares for a minimum of twelve months.  The preferred 
shares can convert into common shares over a nine month period in equal 
monthly installments.  


Discontinued Activities

	During the year Company's directors determined to discontinue its 
remaining non CD-ROM software activity and accordingly its subsidiary 
Camelot Entertainment, Inc., a video distribution company filed Chapter 
7 liquidation under the US Bankruptcy laws in January 1995.  Company's 
only continuing material liability in relation to Camelot Entertainment 
is a corporate guarantee in the original amount of $200,000 to a 
creditor of Camelot Entertainment.  Such corporate guarantee has been 
fully allowed for in Company's financial statements. (See Item 3.  Legal 
Proceedings).  Revenues of Camelot Entertainment which are not shown in 
the financial statements as they are discontinued operations were 
$694,666 for fiscal 1995 compared with $2,597,366 for the previous year. 
 Loss from Operations for fiscal 1995 was $406,057 compared with 
$1,563,174.  

	As reported in the 1994 financial statements, Company's controlling 
69% interest in Beecher Energy, Ltd. was sold on May 31, 1994.  The 
transaction was closed in late July 1994.  Also as disclosed in the 1994 
financial statements, Company's subsidiary Business Investigations which 
provided investigation services to financial institutions and Vesta Land 
Title Company which provided title insurance services both discontinued 
operations on July 8, 1994. 

Liquidity and Capital Resources

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.


1995

	Net cash used by operating activities was $2,207,683 in 1995 
compared with $2,145,545 in 1994.   This was primarily due to the net 
loss of $3,518,904 compared to $1,970,293 in 1994.  The most significant 
adjustments to reconcile net loss to net cash from operating activities 
were a write off of discontinued subsidiaries of $560,577.  Net cash 
provided by investing activities of $28,482 compares with cash used of 
$160,239 for the previous year.

	Net cash provided by financing activities was $2,290,941 compared 
with net cash provided during the previous year of $1,067,171.  Sales of 
common stock of $1,623,847 compares with $517,322 in fiscal 1994.

	Subsequent to the period under review, Company completed $1,425,000 
Private Placements and converted $450,000 debt owing to an affiliate of 
the President of Company to common stock.  These transaction 
substantially improve the liquidity of Company, and raised stockholder's 
equity by $1,875,000 in the quarter ended July 31, 1995.

	Management does not anticipate any liquidity problems and believes 
that the anticipated level of revenue generated by Company together with 
the present level of cash resources available to Company will be 
sufficient for its needs.  Management believes however that should sales 
of DigiPhone and or revenues generated from retail units be less than 
anticipated that it will experience liquidity problems. Management 
believes that should Company require additional cash resources, it can 
raise such additional cash resources from the sale of common stock 
and/or by incurring borrowings from its directors or entities affiliated 
with directors and from unrelated financial institutions.  Management is 
aware that other than indebtedness owing to an entity affiliated with 
its President, Company has no 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 are reasonably likely to result in 
the Company's liquidity increasing or decreasing in any material way 
other than the potential use of cash resources for investment in 
Company's subsidiaries in the normal course of business. 		

Item 8.		Financial Statement and Supplementary Data

Index to Consolidated Financial Statements	Page	
                                                            
Report of Independent Auditors - 1997	F-1

Consolidated Financial Statements  
		Balance Sheets - April 30, 1997 and 1996	F-2 and
					F-3 
		Statements of Operations for the years 
			ended April 30, 1997, 1996 and 1995	F-4
				       
		Statements of Stockholders' Equity for the
			years ended April 30, 1997, 1996 and 1995	F-5 through 
					F-7
		Statements of Cash Flows for the years ended 
			April 30, 1997, 1996 and 1995	F-8 and
					F-9
								F-11   
		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.
	
		Also included is the unaudited information regarding proven oil and 
gas reserves.

Item 9.		Disagreements on Accounting and Financial Disclosure

	Lane Gorman Trubitt, L.L.P., were the auditors for the fiscal year 
ended April 30, 1997 and have performed the audit for every past fiscal 
year since 1994.  There were no disagreements between the Company and 
the auditors regarding a policy or disclosure.  

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 2, 1996:

Name	Age	Position	Period Served	Term 
Expires

Daniel Wettreich	45	Chairman and 	September 16, 1988	Next 
Annual
			Chief Executive Officer,		Meeting
			President,		
			Director		

Jeanette P. Fitzgerald	36	Vice President and	September 
16, 1988 	Next Annual
			General Counsel,		Meeting
			Secretary,
			Director
			
Allan S. Wolfe	65	Director	May 24, 1993	Next 
Annual
					Meeting
Bruce Baldwin	64	Director	June 28, 1997	Next 
Annual
					Meeting

Robert B. Gregory	45	Vice President	July 1, 1996	N/A
			of Finance

David D. McCurley	31	Vice President	June 10, 1996	N/A
			& Chief Technical Officer

		
Daniel Wettreich

	Daniel Wettreich is Chairman and Chief Executive Officer, President 
and Director of the Company since September 1988.  He is also a Director 
and Officer of all its subsidiaries(1).  Since 1981, he has been the 
President and Director of Wettreich Financial Consultants, Inc., a 
financial consulting company.  Since July 1996, he has been Director and 
Chief Executive Officer of Meteor Technology plc, a United Kingdom based 
public company.  Additionally, he currently holds directors positions in 
the following public companies:  Forme Capital, Inc., a real estate 
company, Adina, Inc. and Alexander Mark Investments (USA), Inc. which 
are public holding companies, and Malex, Inc., and Tussik, Inc. which 
are dormant companies seeking merger opportunities.  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 was an 
executive with two London, England merchant banks in the mid 1970's.  
Subsequently he was owner/manager of a private distribution company, and 
thereafter Chief Financial Officer of a $60 million retailer listed on 
the London Stock Exchange.  Mr. Wettreich has a Bachelor of Arts in 
Business Administration from the University of Westminster, London, 
England.
   
Mr. Wettreich will devote such time as is necessary to the operations of the 
Company.
    
Jeanette P. Fitzgerald

	Jeanette Fitzgerald is Vice President and General Counsel, 
Corporate Secretary and a Director of the Company since September 1988. 
 She is a director and secretary of the Company's subsidiaries(1).  She 
is a member of the State Bar of Texas and the Business Law section.  
Since July 1996, she has been a Director of Meteor Technology plc.  She 
is also the Corporate Secretary and Director of Wettreich Financial 
Consultants, Inc., and of Malex, Inc., Tussik, Inc. and Alexander Mark 
Investments (USA), Inc., which are public companies.  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.  

Bruce Baldwin

	Bruce Baldwin has been a Director of the Company since May 1997.  
He is the principal of the Law Office of Bruce Baldwin since 1992.  
Previous to that he was a principal of Bruce Baldwin & Associates from 
1988 to 1992.  He graduated from Georgia Institute of Technology, 
graduating with a B.S. in chemistry and obtained a Bachelor of Law 
Degree from Mercer University in 1961. 

Robert B. Gregory

	Robert Gregory is the Vice President of Finance for the Company 
since July 1996.  He is a director of Adina, Inc.  since January 1997, 
and of Alexander Mark Investments (USA), Inc. since December 1996 both 
of which are public companies.  He was previously Director of Finance of 
Jenkens & Gilchrist, one of Texas's largest law firms, prior to which he 
was controller of Memorex Telex Corporation, a manufacturer of computer 
equipment.  Previously, from 1985 he was controller of the 
communications division of Electronic Data Systems, an international 
provider of information technology.  In addition to being a Certified 
Public Accountant, he has an MBA from Creighton University and a BS in 
Accounting from the University of Nebraska.   

David D. McCurley

	David McCurley is Vice President and Chief Technical Officer of the 
Company since June 1996.  He was previously Vice President of 
Programming of Third Planet Publishing, Inc., since 1994.  Previously, 
from 1989, he was Systems Coordinator for South Trust Bank.  

(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.

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, 1997.  No bonuses were 
granted to any officer, nor was any compensation deferred.

	
SUMMARY COMPENSATION TABLE



Annual Compensation







	Name and 
Principal
	Position



Year



Salary



Bonus


	Other Annual
	Compensation

Daniel 
Wettreich
Chairman and 
CEO (1)

1995
1996
1997

-
$208,333
$250,000

-
-
-

-
-
-
Jeanette P. 
Fitzgerald
Vice 
President, 
General 
Counsel and 
Secretary (1)
1995
1996
1997
-
N/A
N/A
-
-
-
-
-
-

SUMMARY COMPENSATION TABLE


	Long-Term 
Compensation




	Awards

Payouts



	Name and 
Principal
	Position

Restricted
Stock
Award(s)


Options/
SARs


LTIP
Payouts


All Other
Compensation

Daniel 
Wettreich
Chairman 
and CEO (1)

-
-
-

25,000
25,000
175,000

-
-
-

$       (1)
$       (1)
$       (1)
Jeanette P. 
Fitzgerald
Vice 
President, 
General 
Counsel and 
Secretary 
(1)
-
-
-
43,750
N/A
875
-
-
-
$       (1)
$       (1)
$       (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-, $44,000, and  $286,000 for the years ended 
April 30, 1997, 1996 and 1995 respectively.  In July 1995, Mr. 
Wettreich and Ms. Fitzgerald became employees of Company and Mr. 
Wettreich entered into an employment contract with Company.

	Directors of the Company are reimbursed for reasonable expenses 
incurred in attending meetings of the Board of Directors.  Mr. Bruce 
Baldwin receives $500.00 per month.

	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. 
 

	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

Item 12.	Security Ownership of Certain Beneficial Owners and Management

	The following table sets forth as of July 18, 1997 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 (8 persons).

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

Daniel Wettreich		 1,728,621	(1)(2)(8)			57.3%
17770 Preston Road
Dallas, Texas 75252

Jeanette P. Fitzgerald		   153,210     (3)	  			  
5.3%
17770 Preston Road
Dallas, Texas 75252

Allan Wolfe			      6,625      (4)				*
390 South River Road
Suite 5
Bedford, NH  03110

Bruce Baldwin 		     2,000       (5)				*
8150 Central Expressway
Suite 100
Dallas, Texas 75206

David McCurley		   21,500        (6)				*		
17770 Preston Road
Dallas, Texas  75252

Robert Gregory	          1,437,505	(7)(8)				50.8%
17770 Preston Road
Dallas, Texas  75252

All Officers and Directors    1,822,996	(1)(2)(3)(4)(5)(6)		58.6%
as a group (6 persons)				(7)(8)

* Under 0.1%

Adina, Inc.		            1,345,295	(8)				47.7%
17770 Preston Road
Dallas, Texas  75252

(1)  60,366 of these shares are owned by AM Investments Ltd. a U.K. 
company ("AM") of which Mr. Wettreich is a director and 
officer. 25,000 of these shares are owned by Wettreich 
Financial Consultants, Inc. ("WFC"), a Texas company of which 
Mr. Wettreich is a director and officer.  16,250 of these 
shares are owned by Forme Capital, Inc., ("Forme"), a Delaware 
company of which Mr. Wettreich is a director and officer.   
81,710 of these shares are owned by Meteor Technology plc 
("Meteor"), a UK company of which Mr. Wettreich is a director 
and officer.  1,345,295 of these are Preferred Stock owned by 
Adina, Inc.,("Adina") 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, 
WFC, Forme, Meteor and Adina.
 
(2)  Includes options to purchase 200,000 shares granted to Daniel 
Wettreich, which options are not exercised.
 
(3)  Includes options to purchase 53,750 shares granted to Jeanette 
Fitzgerald, which options are not exercised. 16,250 of these 
shares are owned by Forme of which Ms. Fitzgerald is an officer 
and director.  81,710 of these shares are owned by Meteor of 
which Ms. Fitzgerald is an officer and director.  Ms. 
Fitzgerald has disclaimed any beneficial interest in the shares 
owned by Meteor and Forme.
 
(4)  Includes an option to purchase 6,625 shares granted to Allan 
Wolfe, which option is not exercised.
 
(5)  Includes an option to purchase 2,000 shares granted to Bruce 
Baldwin, which option is not exercised.
 
(6)  Includes an option to purchase 21,500 shares granted to David 
McCurley, which option is not exercised.
 
(7)  Includes options to purchase 10,500 shares granted to Robert 
Gregory, which options are not exercised.  Includes 1,345,295 
Preferred Shares owned by Adina of which Mr. Gregory is an officer 
and director.  Includes 81,710 shares owned by Meteor a company 
which is majority owned by Alexander Mark Investments (USA), Inc. 
of which Mr. Gregory is a director.  Mr. Gregory has disclaimed 
any beneficial interest in the shares owned by Adina and Meteor.
 
(8)  Includes 1,345,295 Preferred Shares, Series J of the Company.  
These shares are owned by Adina, Inc. of which Mr. Wettreich and 
Mr. Gregory are directors and officers.  They have disclaimed all 
beneficial ownership in the shares.  (See Item 13.  Certain 
Relationships and Related Transactions).

Item 13.	Certain Relationships and Related Transactions

	On May 20, 1997 Registrant 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 
are issuable as deferred consideration.  The deferred consideration will 
be issued as new common shares of Camelot are issued in such a manner so 
that the additional Preferred Shares are issued at the same time and in 
the same quantity as any new common shares.  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.

	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., a company affiliated with 
the President of the Company provided services during the year ended 
April 1997 and 1996, as a securities transfer agent.  A total of $35,158 
and $16,598 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.

	The Company leases 10,000 square feet of offices from Forme 
Capital, Inc., a company affiliated with the President of the Company.  
The lease is for a term of 5 years commencing September 1993 at $8 per 
square foot.  Total rent paid during fiscal 1997 and 1996 was $80,000, 
respectively.  The lease agreement and transactions related thereto were 
approved by a vote of Company's shareholders.

	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 1997 and 1996, Company received dividend payments 
from Forme Capital, Inc., Preferred Shares Series C in the amount of 
$46,657 for 1997 and $46,657 for 1996.

	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 has been 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. 
	
	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 are directors of both companies 
did not participate in any directors votes in relation to this 
transaction.

	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.  Mr. Wettreich and Ms. Fitzgerald 
who are directors of these companies 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 and Mr. Gregory are directors and officers.  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 500,000 British pounds 1997-2007
 10% unsecured redeemable loan stock of Meteor by paying cash.   Mr. 
Wettreich and Ms. Fitzgerald who are directors of both companies did not 
participate in any directors votes in relation to this transaction.

	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, 1997.

Index to Consolidated Financial Statements	Page	
                                                            
Report of Independent Auditors - 1997	F-1
Consolidated Financial Statements  
		Balance Sheets - April 30, 1997 and 1996	F-2 and
					F-3 
		Statements of Operations for the years 
			ended April 30, 1997, 1996 and 1995	F-4
				       
		Statements of Stockholders' Equity for the
			years ended April 30, 1997, 1996 and 1995	F-5 through 
					F-7
		Statements of Cash Flows for the years ended 
			April 30, 1997, 1996 and 1995	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, 1997 Annual 					
	Meeting of Shareholders.

		1996 Employee Stock Option Plan	Incorporated by reference to 
the Proxy Statement for 						January 
3,1997 Annual Meeting of Shareholders

	22(a)	Subsidiaries
	(7)	Reports on Form 8-K:
		Report filed May 20, 1997 reporting Item 2 and 7 with 
amendments.
		

	EXHIBIT 22(a)
	SUBSIDIARIES
	AS OF JULY 5, 1997



Third Planet Publishing, Inc.	100%
Mr. CD-ROM Stores, Inc.	100%
Camelot Distributing, Inc.	100%
Kids University, Inc.	100%
Maxmedia Distributing, Inc.	100%
Camelot Internet Access Services, Inc.	100%
Camelot Business Investigations, Inc.	100%
Camelot Energy, Inc.	100%
Software @ Cost + 10%, Inc.	100%
mrcdrom.com, inc.	100%
Alexander Mark Investments (USA), Inc.	80%
Atlantic Media, Inc.	100%
Camelot Creative Design, 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: 	November 20, 1997	 

	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 and CEO			
	(principal executive officer and 
	 principal financial officer)		

Date: 	November 20, 1997	 		 

						
By:	/s/Jeanette Fitzgerald	 
	Director; Secretary; 			
        	Vice President and General Counsel

Date: November 20, 1997		 

By:	 /s/Robert Gregory	 
	 Vice President Finance (principal accounting officer)
	 
      
Date:	November 20, 1997

By: 	/s/Allan Wolfe	
	Director

Date:	 November 20, 1997

By:        /s/ Bruce Baldwin                                           
   
	Director

Date:	November 20, 1997




 30




REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



Board of Directors and Stockholders
Camelot Corporation and Subsidiaries

	We have audited the accompanying consolidated balance sheets 
of Camelot Corporation and Subsidiaries as of April 30, 1997 and 
1996 and the related consolidated statements of operations, 
stockholders' equity, and cash flows for each of the three years in 
the period ended April 30, 1997.  These financial statements are 
the responsibility of the Company's management.  Our responsibility 
is to express an opinion on these financial statements based on our 
audits.  

	We conducted our audits in accordance with generally accepted 
auditing standards.  Those standards require that we 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.  We believe our audits provide a 
reasonable basis for our opinion.

	In our opinion, the financial statements referred to above 
present fairly, in all material respects, the consolidated 
financial position of Camelot Corporation and Subsidiaries as of 
April 30, 1997 and 1996, and the consolidated results of their 
operations and their consolidated cash flows for each of the three 
years in the period ended April 30, 1997, in conformity with 
generally accepted accounting principles.

	We have also audited Schedule II of Camelot Corporation and 
Subsidiaries for each of the three years in the period ended April 
30, 1997.  In our opinion, this schedule presents fairly, in all 
material respects, the information required to be set forth 
therein.



   
Lane, Gorman and Trubitt, LLP
    
Dallas, Texas
July 7, 1997












F-1


CAMELOT CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
April 30,
<TABLE>
<S>                                               <C>          <C> 
	  1997	1996
ASSETS

CURRENT ASSETS
 Cash and cash equivalents	$  3,029,999 	$  9,870,599 
 Trading securities	        - 	1,341,508 
 Securities available for sale	8,268	945,777 
 Accounts receivable, net of allowance for
   doubtful accounts of $19,947 and $11,415
   at April 30, 1997 and 1996, respectively	162,592 	241,837  
 Prepaid expenses	167,769 	215,073  
 Inventories, net of allowance for
   obsolescence of $494,744 and $198,000 at
   April 30, 1997 and 1996, respectively  	     530,926	   1,272,973  
	Total current assets	   3,899,554	 13,887,767  

PROPERTY AND EQUIPMENT - AT COST
 Office equipment and fixtures	1,534,173	1,363,484  
 Leasehold improvements	          64,154	      222,124  
        	                                       1,598,327 	1,585,608  
    Less accumulated depreciation	        (669,535) 	    (453,450) 
    and amortization
	               928,792	   1,132,158  

INVESTMENT IN AFFILIATE	- 	-   

OTHER ASSETS
 Note receivable - officer, net of allowance	968,189	-   
    of $889,000
 Preferred stock-related party	530,917	530,917  
 Licenses, trademarks and product
   development, net of accumulated 
   amortization of $31,000 and $151,979 
   at April 30, 1997 and 1996, respectively 	  421,510	1,141,021  
 Other	                         23,114	        10,000  
	Total other assets	             1,943,730	    1,681,938  

	 $ 6,772,076	$16,701,863 
</TABLE>

See accompanying notes to consolidated financial statements















F-2	

CAMELOT CORPORATION AND SUBSIDIARIES
 Consolidated Balance Sheets - Continued
April 30,
<TABLE>
<S>                                                <C>           <C>	
	 1997		1996 
 	


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts payable               	$    470,577	$    777,181
 Accrued expenses                      	222,990	194,329
 Net current liabilities of 
   discontinued operations	                -	       50,185
	Total current liabilities	        693,567	    1,021,695


STOCKHOLDERS' EQUITY
 Common stock, $.01 par value, 50,000,000 shares
  authorized, 881,763 and 486,305 shares
  issued at April 30, 1997 and 1996, respectively	  8,818	  4,863
 Preferred stock, $.01 par value, 100,000,000 shares
  authorized, 2,438,056 and 10,143,389 shares issued
  and outstanding at April 30, 1997 and 1996, 
  respectively	24,381	 101,434
 Additional paid-in capital	             34,021,361	    30,600,613
 Accumulated deficit                  	 (25,182,832)	  (12,186,463)
 Less net unrealized loss on available-
 for-sale securities	  -   	(50,548)
 Less treasury stock, at cost, 28,745
  shares at April 30, 1997 and 1996	(2,714,575)	(2,714,575)
 Less note receivable from officer related to
   purchase of common stock	            (78,644)	     (75,156)
	Total stockholders' equity	            6,078,509 	  15,680,168   
		
	$ 6,772,076 	$16,701,863  
</TABLE>
			
See accompanying notes to consolidated financial statements








CAMELOT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
Years Ended April 30,
	
<TABLE>
<S>	                                      <C>             <C>            <C>

                                	        1997   	         1996       	1995

REVENUES	                              $  1,887,617	 $  3,002,049 	$1,184,469
	

COSTS  AND EXPENSES
  Cost of sales	                        1,559,189	       645,127	    905,330
  General and administrative	           7,164,354     	6,233,501  	2,511,108
  Provision for inventory 
    obsolescence                         	495,942	       198,000       	-  
  Depreciation and amortization	        1,462,459	       354,419     116,186

  Total costs and expenses	            10,681,944	    7,431,047	   3,532,624

LOSS FROM OPERATIONS   	             (8,794,327)	   (4,428,998)    (2,348,155)

OTHER INCOME (EXPENSE)
  Interest and miscellaneous	              426,490	    152,278	     1,370
  Dividend income - related party	           46,657    	46,657	    46,657
  Loss on disposition of assets          	(509,292)  	(126,931)      	-   
  Loss on investment in affiliate	      (2,693,087)     	-          	 -   
  Note receivable allowance            	 (889,000)      	-           	-   
  Realized loss on sale of 
      marketable securities	             (583,810)       	-         	-   
  Unrealized gain on marketable
      securities	                         -           	53,821        	-   
  Interest expense - related party	       -   	       (11,615) 	   (35,849)

	Total other income (expense)	       (4,202,042)	    114,210	       12,178 
 

LOSS FROM CONTINUING OPERATIONS      	(12,996,369)	(4,314,788)	(2,335,977)

DISCONTINUED OPERATIONS
  Loss from operations                  	-           	-        	(622,350)
  Loss on disposals	                    -   	     (250,925)	    (560,577)

  Loss from discontinued 
      operations	                        -	     (250,925)	  (1,182,927)

	NET LOSS                          	(12,996,369)	(4,565,713)	(3,518,904)

DIVIDENDS ON PREFERRED STOCK	      ( 95,234)	     (575,414)	     (19,200)

NET LOSS ATTRIBUTABLE TO
    COMMON STOCKHOLDERS	          $(13,091,603)	$ (5,141,127)	$ (3,538,104)

LOSS PER SHARE:
  LOSS FROM CONTINUING OPERATIONS	   (20.45)       	(12.54)      	(9.17)
  LOSS FROM DISCONTINUED OPERATIONS	   (.00)        	(.73)       	(4.64)
  DIVIDENDS ON PREFERRED STOCK	       (.15)	         (1.67)	       (.08)
  NET LOSS PER  COMMON SHARE	$        (20.60)	$      (14.94)	$     (13.89)

WEIGHTED AVERAGE NUMBER OF 
   COMMON STOCK AND COMMON STOCK 
   EQUIVALENT SHARES OUTSTANDING	   635,467	        344,119 	      254,651
</TABLE>

See accompanying notes to consolidated financial statements          


CAMELOT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity 
For the Period from May 1, 1994 through April 30, 1997

<TABLE>

<S><C><C><C><C><C><C>
           Common Common Stock Preferred   Preferred   Additional Accumulated 
         Stock Shares  Amount   Stock Shares Stock Amount Paid in    Deficit    
                                                          Capital               
Balance at
April 30,
1994      215,790 $    2,158    239,190       $2,392  $   5,882,486 $(4,101,846)

Conversion 
of Series C 
preferred 
stock to 
common stock

           250           3    (50,000)        (500)          497           -

Preferred 
stock cash 
dividends 
related 
party


          -           -       -                -          (19,200)         -

Payment of 
common stock 
subscribed 
at April 30, 
1994
        3,145        31      -                 -            (31)           -

Sale of 
common stock 
for cash

       63,084        631      -                 -        1,623,216         -
Purchase of 
Maxmedia 
Distributing,
Inc.

        5,125         51     -                  -          143,449         -
Compensation 
for services
        3,327         33    -                   -          120,480          -
Change in 
net 
unrealized 
losses on 
available-
for-sale 
securities

         -            -       -                -             -              -
Net loss 
         -            -       -                -             -      (3,518,904) 
Balance at 
April 30, 
1995
      290,721   $   2,907   189,190  $1,892         $  7,750,897   $(7,620,750)
                                                                 
</TABLE>
                                                                           
                      
See accompanying notes to consolidated financial statements

CAMELOT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity 
For the Period from May 1, 1994 through April 30, 1997
<TABLE>

<S><C><C><C><C>
                   Unrealized  Treasury   Stock           Total
                   Losses on   Stock    Subscription  Stockholder's
                   Available            Receivable       Equity
                   For Sale                            (Deficit)   
                   Securities
Balance at 
April 30, 
1994           $       -    $ (170,442)$ (206,250)    $ 1,408,498 
  

Conversion 
of Series C 
preferred 
stock to 
common stock         -           -           -             -

Preferred 
stock cash 
dividends 
related 
party               -            -           -        (19,200)

Payment of 
common stock 
subscribed 
at April 30, 
1994                -            -        206,250     206,250   

Sale of 
common stock 
for cash            -            -           -      1,623,847   

Purchase of 
Maxmedia 
Distributing
, Inc.             -             -           -        143,500   

Compensation 
for services       -             -           -        120,513   

Change in 
net 
unrealized 
losses on 
available-
for-sale 
securities     (51,553)           -          -        (51,553)

Net loss         -               -           -     (3,518,904)

Balance at 
April 30, 
1995       $  (51,553)  $  (170,442)   $     -   $   (87,049)      
</TABLE>
                                                                               
                      
See accompanying notes to consolidated financial statements






CAMELOT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity - continued
For the Period from May 1, 1994 through April 30, 1997
<TABLE>

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

               Common  Common Preferred Stock  Preferred  Additional Accumulated
                Stock   Stock    Shares         Stock      Paid in    Deficit
               Shares   Amount                  Amount    Capital 

Balance at 
April 30, 
1995         290,721   $2,907     189,190      $1,892  $7,750,897  $(7,620,750)

Conversion of 
preferred 
stock to 
common stock:
  Series BB   8608       86      (888,000)     (8880)    8794           -
  Series G  56844       569      (5333333)    (53333)   52764           -
  Series H  53709       537      (3525000)    (35250)   34713           -

Sale of 
common stock 
for cash   54,844      548           -           -    3,281,001        -

Sale of 
preferred 
stock for 
cash        -          -       19,766,666  197,666   18,850,999        -


Common stock 
issued for 
services   5,079       51          -           -        737,341        -

Common stock 
issued to 
officers for 
note 
receivable  1,500       15         -           -         75,141        -

Change in net 
unrealized 
losses on 
available-
for-sale 
securities    -          -          -           -           -          -

Retirement of 
Series D 
preferred 
stock        -           -      (66,134)     (661)      (65,473)        -

Common stock 
issued to pay 
note payable 
to related 
party     15,000        150        -           -         449,850         -

Purchase of  
treasury 
stock     -              -         -           -            -            -

Preferred 
stock 
dividends to:
  Related parties-       -          -           -        (19,200)        -
  Other parties
       -                 -           -          -      (556,214)         -
Net loss
                  -       -          -          -          -       (4,565,713)

Balance at
April 30,
1996         486,305 $4,863     10,143,389  $101,434 $30,600,613  (12,186,463)
</TABLE>

 See accompanying notes to consolidated financial statements 

CAMELOT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity - continued
For the Period from May 1, 1994 through April 30, 1997
<TABLE>

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

                   Unrealized     Treasury           Stock           Total
                   Losses on       Stock          Subscription   Stockholders'
                   Available                       Receivable        Equity
                   For Sale                                        (Deficit)
                   Securities

Balance at 
April 30, 
1995               $(51,553)    $(170,442)     $      -            $(87,049)

Conversion 
of preferred 
stock to 
common 
stock:
  Series BB            -           -                   -               - 
  Series G             -           -                   -               -
  Series H             -           -                   -               -

Sale of 
common stock 
for cash               -          -                    -          3281549

Sale of 
preferred 
stock for 
cash                   -          -                    -         19048665

Common stock 
issued for 
services               -          -                    -          737,392  

Common stock 
issued to 
officers for 
note 
receivable             -          -              (75,156)           -

Change in 
net 
unrealized 
losses on 
available-
for-sale 
securities         1,005          -               -              1,005  


Retirement 
of Series D 
preferred 
stock              -             -                -             (66,134)

Common stock 
issued to 
pay note 
payable to 
related 
party             -              -                 -             450,000  

Purchase of 
 treasury 
stock            -         (2,544,133)             -          (2,544,133)

Preferred 
stock 
dividends 
to:
  Related parties-              -                  -              (19,200)
  Other parties  -              -                  -            (556,214)
       
Net loss         -              -                 -           (4,565,713)

Balance at 
April 30, 
1996     $  (50,548)    $(2,714,575)        $ (75,156)         $15,680,168 
 
</TABLE>

 See accompanying notes to consolidated financial statements 

CAMELOT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity - Continued
For the Period from May 1, 1994 through April 30, 1997

<TABLE>

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

                 Common   Common  Preferred   Preferred  Additional  Accumulated
                 Stock    Stock     Stock      Stock     Paid in     Deficit
                 Shares  Amount   Shares      Amount     Capital    

Balance at 
April 30, 
1996          486,305 $ 4,863  10,143,389 $ 101,434 $30,600,613  $(12,186,463)

Conversion 
of 
preferred 
stock to 
common 
stock:
  Series BB    1922      19      (112000)   (1120)     1101          -
  Series H   165920    1659     (9908333)  (99083)    97424          -
  Series I   144688    1447     (1260000)  (12600)    11153          -

Sale of 
preferred 
stock for 
cash          -         -       3,590,000  35,900   3,374,600         -

Common 
stock 
issued for 
services   1,968        20          -        -         (20)           -

Common 
stock 
issued for 
software 
acquis-
itions    80,960       810       -            -      31,574           -


Accrued 
interest 
on stock 
subscrip-
tion 
receivable   -          -         -            -         -             -

Change in 
net 
unrealized 
losses on 
available-
for-sale 
securities  -           -          -           -          -             -

Retirement 
of Series 
F 
preferred 
stock      -             -     (15,000)     (150)        150             -

Preferred 
stock 
dividends 
to:
  Related 
parties -                -       -           -           (19200)         -
  Other 
parties -               -        -            -          (76034)         -


Net loss-               -        -            -             -    (12,996,369)


Balance at 
April 30, 
1997
    881,763   $    8,818   2,438,056   $   24,381 $ 34,021,361   (25,182,832)
                                                                               
</TABLE>
                                                                              

See accompanying notes to consolidated financial statements

CAMELOT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity - Continued
For the Period from May 1, 1994 through April 30, 1997

<TABLE>

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

         Cumulative   Unrealized   Treasury       Stock    Total
         Foreign       losses on   Stock     Subscription  Stockholders'
         Currency     Available               Receivable    Equity
         Translation  for sale
         Adjustment  Securities

Balance at 
April 30, 
1996   $     -      $   (50,548)  $(2,714,575)  $   (75,156) $15,680,168 


Conversion 
of preferred 
stock to 
common 
stock:
  Series BB -               -          -              -            -
  Series H  -               -          -              -            -
  Series I  -               -          -              -            -

Sale of 
preferred 
stock for 
cash        -                -         -              -        3,410,500  

Common stock 
issued for 
services    -                -         -              -            -

Common stock 
issued for 
software 
acquisitions-                -         -              -         32,384  


Accrued 
interest on 
stock 
subscription 
receivable-                  -        -           (3,488)       (3,488)

Change in 
net 
unrealized 
losses on 
available-
for-sale 
securities-         50,548             -             -             50,548   

Retirement 
of Series F 
preferred 
stock     -           -                -                 -             -

Preferred 
stock 
dividends 
to:
  Related 
parties -             -              -                   -          (19200)
  Other 
parties-              -             -                    -          (76034)

Net loss-             -             -                    -      (12,996,369)

Balance at 
April 30, 
1997 $  -      $    -        $(2,714,575)     $   (78,644)       $6,078,509  
 
</TABLE>
                    

See accompanying notes to consolidated financial statements


CAMELOT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years Ended April 30,
<TABLE>
<S>                             <C>             <C>           <C>
                              	1997            1996         1995 
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss	                 $ (12,996,369)	$ (4,565,713)	$ (3,518,904)	
  Adjustments to reconcile 
     net loss to net cash 
     used in operating activities:
  Non cash transactions for 
   services	                     -               	387,391     	120,513	
  Accrued interest addition to 
     related party note 
    receivable	              (60,677)            	-	               -
  Securities received as 
    revenue	                (64,000)	           (1,950,575)       	-	
  Depreciation and 
   amortization	           1,462,459             	354,419	     116,186	
  Undistributed loss in 
    minority interest in
     subsidiaries	             -  	                  -        	(1,336)	
  Loss on disposal of assets	509,292	             191,918      	22,535	
  Loss on sale of trading 
   securities 	               313,896   	           -	             -
  Loss on sale of available 
   for sale securities	        269,914             	-	              -
  Write up of securities to market 
     value	                      -             	(53,821)           	-	
  Provision for uncollectible 
     accounts receivable       8,532	           10,887          	41,500	
  Provision for inventory 
     obsolescence	          495,942	           198,000              	-	
  Note receivable allowance	889,000              	-	                 -
  Loss on investment in 
   affiliate	             2,693,087	              -                 	- 
  Proceeds from trading 
   securities	            1,027,612              	-                  	-
  Loss on disposal of  
   discontinued operations  	-	                   -	               560,577	
  Change in assets and liabilities,
     net of effect from
     purchase of subsidiaries:
	Accounts receivable       (68,987)	          (212,107)           	797,005	
	Prepaid expenses	          47,304   	        (183,449)	           (16,188)	
	Inventories	              246,105           	(864,908)	           (23,865)	
	Other assets                	-                 	-                 	(5,366)	
	Accounts payable and accrued 
        expenses         	(277,943)	             88,151	          (300,340)	
	Obligations - discontinued 
        operations	       (50,185)	           (140,266)	          -   
   Net cash used in 
    operating activities	(5,555,018)    	    (6,740,073)	      (2,207,683)	

CASH FLOW FROM INVESTING ACTIVITIES:
  Purchases of property and
    equipment	             (636,364)	         (1,087,68)	       (195,589)	
  Investment in affiliate	(2,457,003)            	 -            	  -   	
  Collections received on notes 
       receivable            	14,000              	-	             67,028
  Proceeds from sale of 
       property and equipment	-                	11,500	           31,500	
  Proceeds from available for 
       sales securities	    718,143	            93,447              	-	
  Proceeds from return of
    deposits	                 -	               14,765             	6,000
  License, trademarks 
   and product development	(412,510)	         (608,800)	         (40,000)	
  Purchase of subsidiary	      -   	             -              	(25,000)	
  Proceeds from sale of 
    subsidiary	                -	                -              	184,543	
  Issuance of note receivable 
      - related party	  (1,814,000)	             -	                 -   	 
  Issuance of note receivable	   -   	       (312,400)	             -   
	Net cash provided by (used in) 
  investing activities	  (4,587,734)	       (1,889,146)	         28,482   	 

CASH FLOWS FROM FINANCING ACTIVITIES:
  Sales of common stock         	-	          3,281,549        	1,623,847	
  Payments received on common 
     stock subscribed           	-	            -               	206,250	
  Sale of preferred stock	 3,410,500	         19,048,665           	-	
  Sale of subsidiary
    preferred stock	             -           	-                	264,044	
  Redemption of preferred stock 	-          	(66,134)             	-	
  Deferred offering costs  	(13,114)	           -                 	-   
  Dividends paid          	(95,234)	         (575,414)	         (19,200)	
  Purchase of treasury stock	    -        	(2,544,133)             	-	
  Payments on debt	              -	          (294,200)	        (190,000)
  Proceeds (payment) - notes 
     payable - related parties  	-   	     (236,000)	           406,000	
  Redemptions of subsidiary 
     preferred stock	            -     	   (264,044)	           - 
	Net cash provided by financing
        activities	         3,302,152	    18,350,289  	   2,290,941	

NET INCREASE (DECREASE)
  IN CASH	                 (6,840,600)	     9,721,070      	111,740   	

CASH AT BEGINNING OF YEAR  9,870,599	       149,529	          7,789	

CASH AT END OF YEAR    	$  3,029,999	$    9,870,599	$     149,529	

</TABLE>

See accompanying notes to consolidated financial statements

CAMELOT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years Ended April 30,
<TABLE>
<S>                           					<C>		          	<C>	      	<C>	

                           	     1997     	     1996    	     1995	
Supplemental information:
  Cash paid for interest	$      -          	$   11,615	 $     38,681
 		
  Cash paid for income taxes	$  -          	$        -	 $         -
</TABLE>

NONCASH INVESTING AND FINANCING ACTIVITIES

As discussed in Note 11, in fiscal 1997, the Company's Preferred 
Stock was converted to the Company's restricted common stock as 
follows:

	112,000 Series BB Preferred for 1,922 shares of restricted 
common
	9,908,333 Series H Preferred for 165,920 shares of restricted 
common
	1,260,000 Series I Preferred for 144,688 shares of restricted 
common

In fiscal 1997, the Company received securities in the amount of 
$139,700 in satisfaction of a trade account receivable.

In fiscal 1997, the Company issued 80,960 shares of restricted 
common stock for software acquisition.

	As discussed in Note 9, in fiscal 1996, the Company issued 15,000 
shares of restricted common stock in settlement of $450,000 of 
promissory notes to a related party, Forme Capital, Inc.

	In fiscal 1996, the Company issued 1,687 shares of restricted 
common stock, with an agreed value of $350,000, for acquisition of 
software.

	As discussed in Note 11, in fiscal 1996, the Company's Preferred 
Stock was converted to the Company's restricted common stock as 
follows:

	   888,000 Series BB Preferred for 8,608 shares of restricted 
common
	   5,333,333 Series G Preferred for 56,844 shares of restricted 
common
	   3,525,000 Series H Preferred for 53,709 shares of restricted 
common

	As discussed in Note 14, in fiscal 1996, an officer of the Company 
executed a 6% interest bearing note in the principal amount of 
$75,156 to exercise stock options.

	In fiscal 1996, the Company exercised its option to purchase 
400,000 shares of stock in another company in satisfaction of a 
note receivable in the amount of $312,400.

	In fiscal 1996, the Company issued notes payable in the amount of 
$294,200 for acquisitions of software.

As discussed in Note 2, in fiscal 1995, the Company acquired 100% of 
the common stock of Maxmedia Distributing, Inc., and Maxmedia 
Publishing, Inc., in exchange for $25,000 in cash plus 5,125 shares 
of the Company's restricted common stock valued at $143,500.

As discussed in Note 11, in fiscal 1995, the outstanding Series C 
Preferred Stock was converted to 250 shares of the Company's 
restricted common stock.

During fiscal 1997, 1996 and 1995 there was a $50,548, $1,005, and 
$51,553 change in net unrealized losses on available-for-sale 
securities.


	See accompanying notes to consolidated financial statements




CAMELOT CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS


1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	Business Activity and Principles of Consolidation

	The consolidated financial statements include Camelot Corporation 
and its majority-owned subsidiaries (collectively the 
("Company").  The Company is primarily engaged in the retailing, 
distribution and publishing of computer software.  The Company 
sells software products through national distributors and through 
an Internet web page catalog.  During 1997, the Company ceased 
selling its software products through Mr. CD-ROM and Software @ 
Cost + 10% retail stores which were located in the Dallas 
Metroplex.  The Company is also engaged as an Internet service 
provider.   Discontinued operations of certain subsidiaries were 
involved in video marketing and distribution, financial services, 
real estate rentals, and oil and gas exploration and development. 
 Significant intercompany accounts and transactions have been 
eliminated.

	Cash and Cash Equivalents

	The Company considers all highly liquid investments with original 
maturities of three months or less to be cash equivalents.  The 
company and its subsidiaries maintain cash balances at several 
financial institutions and a brokerage firm in Dallas, Texas.  
Cash equivalents were composed primarily of investments in a money 
market account.  The Company believes it is not exposed to any 
significant credit risk on cash and cash equivalents. 

	Inventories

	Inventories of computer software held for resale, are stated at 
the lower of cost or market using the weighted average cost 
method.  Other inventories, were stated at the lower of cost or 
market using the first in, first out (FIFO) method, until their 
disposition in fiscal 1995.  An allowance for inventory 
obsolescence is maintained to provide for an estimate of inventory 
items that have declined in value.

	Property and Equipment

	Property and equipment are carried at cost, less accumulated 
depreciation.  Major additions and betterments are capitalized 
while replacements and maintenance and repairs that do not improve 
or extend the life of the respective assets are expensed.  
Leasehold improvements are amortized over the lesser of the term 
of the related lease or the estimated useful lives of the assets. 
 When property is retired or otherwise disposed of, the related 
costs and accumulated depreciation are removed from the accounts 
and any gain or loss is reflected in operations.



	CAMELOT CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (continued)


Depreciation and amortization of property and equipment is 
provided on the straight-line method over the following estimated 
useful lives:

		Office furniture and fixtures			7 years
		Computer and office equipment			5 years
		Computer software				5 years
		Leasehold Improvements		Length of lease ranging
                                                to 5 years

	Software Development 

	Certain software development costs are capitalized upon the 
establishment of technological feasibility for each product or 
process and capitalization ceases when the product is available 
for general release to customers or is put into service.  The 
establishment of technological feasibility and the ongoing 
assessment of recoverability of capitalized software development 
costs require considerable judgment by management with respect to 
certain external factors, including, but not limited to, 
anticipated future revenues, estimated economic life and changes 
in software and hardware technology.  Research and development 
costs related to software development that has not reached 
technological feasibility are expensed as incurred.

F-10


1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Software development costs are amortized utilizing the straight-
line method over the estimated economic lives of the related 
products not to exceed two years.  Amortization of capitalized 
software costs for April 30, 1997, 1996 and 1995 was $1,105,021, 
$138,979 and $0, respectively,  which included a write down of 
$646,408 in 1997 to reflect an impairment of net realizable value. 
 Capitalized software development costs were $302,510 and 
$1,014,021 at April 30, 1997 and 1996, respectively, net of 
accumulated amortization of $0 and $138,979,  respectively.

Total research and development costs charged to general and 
administrative expenses were approximately $2,375,000, $1,319,000 
and $163,000 for the years ended April 30, 1997, 1996 and 1995.

	Trademark and Licenses

	Trademarks and licenses are stated at cost, net of accumulated 
amortization, which is provided using the straight-line method 
over 5 to 10 years.
   

	Store Preopening Costs

	
CAMELOT CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (continued)

Though the Company normally would capitalize store preopening 
costs and amortize them over twelve months, none of the expenses for 
the opening of the stores during theses periods were capitalized as 
these amounts were immaterial to the company.  They were expensed as 
they occurred.
    

	Loss Per Share

	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.

	During 1997, 312,530 common shares were issued upon conversion of 
preferred shares.  Had this conversion of preferred stock occurred 
on May 1, 1996, net loss per common share would have been $16.71 
for 1997.

	During 1996, 119,161 common shares were issued upon conversion of 
preferred shares and 15,000 common shares were issued to retire 
debt.  Had this conversion of preferred stock and the retirement 
of  debt occurred on  May 1, 1995, net loss per common share would 
have been $11.20 for 1996.

	Software Revenue Recognition

	Revenue from sales of software is generally recognized upon 
delivery of the software provided that no significant obligations 
remain and collection of the resulting receivable is deemed 
probable.  

	Advertising Costs

	Advertising costs, included in general and administrative 
expenses, are charged to operations when the advertising first 
takes place and were $989,248, $1,648,071 and $129,436 for 1997, 
1996 and 1995, respectively.

	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-11
	
CAMELOT CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (continued)


1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

	Reclassifications

	Certain reclassifications have been made to the financial 
statements to conform to the 1997 presentation.

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.	ACQUISITIONS

	On March 31, 1997, a wholly-owned subsidiary of the Company was 
formed.  The Company acquired 100% of the common stock of 
mrcdrom.com, inc., in exchange for $100,000 in cash, $511,428 of 
inventory, $30,464 of equipment and $26,000 of other assets.  
mrcdrom.com, inc. is engaged in selling software products through 
an Internet web page catalog.  In March 1997, the Board of 
Directors approved the filing of a registration statement under 
the Securities Act of 1933, for a public offering of 3,000,000 
shares of mrcdrom.com, inc. common stock.

	On June 17, 1994, the Company acquired 100% of the common stock, 
of Maxmedia Distributing, Inc., and Maxmedia Publishing, Inc., in 
exchange for $25,000 in cash plus 5,125 shares of the Company's 
restricted common stock valued at $143,500.  The acquired 
companies are engaged in the distribution and publishing of CD-ROM 
software.  The acquisition was accounted for by the purchase 
method of accounting, and the purchase price exceeded the 
estimated fair value of net assets acquired by $201,421.  
Amortization of the excess purchase price was amortized over a 
fifteen year period until the unamortized balance was written off 
in fiscal year 1996.

On March 2, 1994, the Company entered into an agreement with 
Americomm Properties, Inc. ("Americomm") to assign unencumbered, 
interests in certain licenses to the wireless cable system in 
Manhattan, Kansas.  The licenses require Federal Communications 
Commission approval to provide assignability and transferability. 
 Licenses  and the related acquisition costs of $73,465 were 
written off in fiscal year 1996.
	
3.	ACCOUNTS RECEIVABLE AND CREDIT RISK

	The Company's trade receivables at April 30, 1997 are primarily 
due from major computer software distributors.  The Company 
believes it is not exposed to significant credit risk.




F-12

CAMELOT CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (continued)


4.	INVENTORIES
	
Included in the accompanying April 30, 1997 balance sheet is 
inventory of computer software at a carrying value of $530,926, 
which represents management's estimate of its net realizable 
value.  The computer software industry is characterized by rapid 
technological advancement and change.  Should demand prove to be 
significantly less than anticipated, the ultimate realizable value 
of such products will probably be less than the amount shown in 
the balance sheet.

	Major classes of inventories consist of the following at April 
30,:

							      1997   		    1996   

	Software						$1,025,670		$1,470,973

	Less: Allowance for slow moving and obsolescence	     494,744
		     198,000
	
	NET						$    530,926		$1,272,973

5.	MARKETABLE SECURITIES

	The Company adopted, effective for the year ended April 30, 1995, 
Statement of Financial Accounting Standards No. 115 "Accounting 
for Certain Investments in Debt and Equity Securities".  Under 
this statement, investments in available-for-sale securities are 
measured at fair value with net unrealized gains and losses 
reported in equity.  Investments that are bought are held 
principally for the purpose of selling them in the near future are 
classified as trading securities.  Trading securities are measured 
at fair value with net realized gains and losses reported in the 
statement of operations.  The fair value of marketable securities 
is determined based on quoted market prices for those securities. 
 The net unrealized holding loss decreased by $50,548 and  $1,005 
during the years ended April 30, 1997 and 1996, respectively.  The 
cost, unrealized gains and losses, and fair values of the 
Company's available-for-sale securities and trading securities at 
April 30, 1997 and 1996 are summarized as follows:


Cost
Gross 
Unrealized 
Gains
Gross 
Unrealized 
Losses
Estimated 
Fair Value





1997




     
Available-
for-sale




     
Securities




          
Common stock
$  8,268
$       -
$       -
$    8,268










1996




     
Available-
for-sale




     
Securities




          
Common stock
$996,325
$       -
$   50,548
$  945,777
     Trading 
Securities




          
Common stock
    
1,287,688
53,820
-
1,341,508






$2,284,013
$   53,820
$   50,548
$2,287,285








F-1

CAMELOT CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (continued)

5.	MARKETABLE SECURITIES - Continued

	Sales proceeds and gross related gains and losses on securities 
are as follows:


       1997
        1996
    
1995
Cost basis
$  2,329,565
$  134,480
$     
      
 -
Proceeds
1,745,755
93,447
-
Realized 
gains
-
-
-
Realized 
losses
583,810
41,033
-

	The Company uses the specific identification method to determine 
the cost of securities sold.

	Results of operations for 1997, 1996 and 1995 include a charge of 
$ -0- $53,821, and $-0- for unrealized gains on trading 
securities.

	Stockholders' equity includes an unrealized loss of $0, $50,548, 
and $51,553 at April 30, 1997, 1996 and 1995,  respectively.

6.	NOTE RECEIVABLE - OFFICER
	
	During fiscal 1997, the Company loaned the President and Chief 
Executive Officer of the Company $1,800,000.  The loan is 
evidenced by a nonrecourse note, which bears interest at 6%, with 
all principal and accrued interest due November 14, 2006.  The 
note is collateralized by approximately 33,500 shares of common 
stock of the Company which had a market value of $1,800,000 on 
September 25, 1996 and is not subject to additional calls for 
security regardless of any changes in the value of the stock.  At 
April 30, 1997, these shares had a market value of approximately 
$209,000. The allowance of $889,000 is primarily to provide for 
impairment of the collateral as a result of the fluctuation in the 
value of the collateral.  The allowance, which is adjusted on a 
annual basis, is computed from a formula which utilizes the 
average price of the Company's common stock using a twelve month 
period.

7.	INVESTMENT IN AFFILIATE

	The Company holds a 15.2% interest in Meteor Technology PLC 
("Meteor"), a public telecommunications company traded on the 
Alternative Investment Market of the London Stock Exchange.  The 
investment is accounted for under the equity method because the 
Company exercises significant influence over Meteor's operating 
and financial activities.  Due to certain factors, the Company has 
determined that the carrying value of its investment exceeds the 
estimated recovery value.  Accordingly, a provision of $2,693,087 
has been charged to operations in 1997 reducing its carrying value 
of Meteor to zero and suspended the equity method of accounting 
for its investment in Meteor.

8.	ACCRUED EXPENSES

	The following is a summary of accrued expenses at April 30,:
				
		1997    	 	1996 
   
	
	Taxes	$      26,811	$       56,550
	General and administrative	2,452	35,244
	Fees	34,000	36,000
	Compensation	41,503	32,864
	Lease obligations	115,099	-
	Other	    3,125	 33,671

			$   222,990		$    194,329	
	 

F-14

9.	NOTES PAYABLE - RELATED PARTY

	In fiscal 1996, the remaining balance of the notes payable to 
Forme Capital, Inc. (Forme), a corporation majority-owned by the 
wife of the President of the Company was settled by payment of 
$236,000 cash and issuance of 15,000 shares of the Company's 
restricted common stock valued at $450,000.  The weighted average 
interest rate on the short-term borrowings was 8% for fiscal 1996 
and 1995.

10.	INCOME TAXES

	The Company files a consolidated Federal tax return.  The Company 
had no current State or Federal income tax expense for each of the 
years ended April 30, 1997, 1996 and 1995.

	Deferred tax assets and liabilities are determined based on the 
difference between financial statement and tax basis of assets and 
liabilities as measured by the 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:
			
		1997	1996  	
   			
	Allowance for doubtful accounts		$      6,782		$      1,880
	Inventories		     168,213		      66,795
		 
	Other		       3,958         	3,570    
  		 
	Note receivable allowance			302,260    		-	 
	Investment valuation adjustment 	          915,650        	(1,113)
		 
	Capital loss carryforward		      117,817	     	   117,817 
   	Net operating loss carryforward		  6,862,390	      	    3,846,783
			 
	8,377,070	         4,035,732

	Less valuation allowance		  (8,377,070)		    (4,035,732)
			

	               Deferred tax asset-net $       -     		$        -     
     

	At April 30, 1997, the Company has approximately $20,184,000 of 
unused Federal net operating loss carryforwards, which expire in 
the years 2003 through 2012.

	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.




F-15

CAMELOT CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (continued)


11.	STOCKHOLDERS' EQUITY

	Common Stock

	The brother of the President of the Company purchased 13,750 and 
20,833 shares of the Company's restricted common stock for 
$470,312 and $497,375 in various transactions during fiscal 1996 
and 1995, respectively.

	Unrelated third parties purchased 16,094 and 42,251 shares of the 
Company's restricted common stock for $795,612 and $1,126,472 in 
various transactions during fiscal 1996 and 1995, respectively.

	During fiscal 1996, a company affiliated with the President 
purchased 13,750 shares of the Company's restricted common stock 
for $1,108,594.

	During fiscal 1996, the President purchased 11,250 shares of the 
Company's restricted common shares for $907,031.

	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, 1997:
	
Number of Shares
                                                                       
                                 

	Series of			Originally					
	Preferred Stock		Authorized	Issued		Outstanding	
	Value

		A		2,000	2,000		-	-
		B		75,000	75,000		-		-
		C		50,000	50,000		-		-
		D		66,134	66,134		-		-
		E 		108,056	108,056		108,056		1,081
		F		15,000	15,000		-		-
		BB		  1,000,000	1,000,000		-		 -
		G		5,333,333	5,333,333		-		         -
		H		17,000,000	13,433,333		-		-
		I		10,000,000	 3,590,000		2,330,000		23,300

	TOTAL		33,649,523	23,672,856	2,438,056	$ 24,381

	During fiscal 1997, 112,000 shares of Series BB were converted to 
1,922 shares of the Company's restricted common stock.

	During fiscal 1997, 9,908,333 shares of Series H were converted to 
165,920 shares of the Company's restricted common stock.

	During fiscal 1997, 1,260,000 shares of Series I were converted to 
144,688 shares of the Company's restricted common stock.

	During fiscal 1997, 15,000 shares of Series F were retired.


F-16



CAMELOT CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (continued)


11.	STOCKHOLDERS' EQUITY - Continued

During fiscal 1996, the Series G shares outstanding were converted 
to 56,844 shares of the Company's restricted common stock.

	During fiscal 1996, 888,000 shares of Series BB were converted to 
8,608 shares of the Company's restricted common stock.  During 
fiscal 1996, 3,525,000 shares of Series H were converted to 53,709 
shares of the Company's restricted common stock.

	During fiscal 1996, the outstanding shares of Series D, owned by 
the wife of the President, were redeemed for $66,134.

	During fiscal 1995, the outstanding Series C were converted to 250 
shares of the Company's restricted common stock.

	Series E preferred shares owned by a trust affiliated with the 
President of the Company are entitled to receive a cumulative 
dividend equivalent to $1,600 per month.  Dividends in the amount 
of $19,200 were declared and paid each of the years ended April 
30, 1997, 1996 and 1995.

	Series BB preferred shares ("Series BB") are entitled to receive 
a dividend of 12% payable quarterly.  The Series BB are 
convertible to common shares at thirty percent off the closing 
price of the common shares.  	Dividends in the amount of $70,040 
were paid in 1996.
	
	Series G preferred shares ("Series G") are entitled to receive a 
dividend of 9% payable quarterly.  The Series G 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.  Dividends in the amount 
of $139,151 were paid in 1996.

	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.   Dividends in the amount of $76,034 and $225,055 
were paid in 1997 and 1996, respectively.

	Series I preferred shares ("Series I") are entitled to receive a 
cumulative dividend of 7%, payable in common shares of the 
Company.  The Series I 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 non-voting.

12.	STOCK OPTIONS

	Camelot Corporation

	The Company adopted the 1991 Employee Stock Option Plan (the Plan) 
in April 1992, reserving 3,750 shares of the Company's common 
stock for issuance upon the exercise of options granted under the 
Plan.  On April 30, 1993, the board amended and the shareholders 
approved to increase the number of common shares to 16,250 
available for issuance under this plan.  The options may be 
purchased as Incentive Stock Options at 100% of fair market value 
of the common stock or as supplemental stock options at not less 
than 85% of the fair market value of the common stock at the date 
of grant.




F-17


CAMELOT CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (continued)


12.	STOCK OPTIONS - Continued

	The terms of the options under the Plan may not exceed 10 years.  
No options may be granted under the Plan after April, 2002.  The 
Company has determined to use the 1991 Employee Stock Option Plan 
for non-employee directors and has amended the Plan to 
specifically cover directors.  Other than a name change to the 
1991 Outside Director Stock Option Plan and as set out above, the 
Plan will otherwise stay the same.

	In October 1996 the Company adopted the 1996 Stock Option Plan.  
At that time the Company canceled all outstanding options from the 
1991 plan and granted the equal number of options from the 1996 
plan.  The plan reserves 200,000 shares of the Company's common 
stock upon exercise of the options granted under the plan.  The 
exercise price for the options is equal to the Fair Market Value 
of a share of  Common Stock on the Grant Date.  The per share 
exercise price of any option granted to a person who at the time 
of grant owns stock possessing more than 10% of the total combined 
voting power of all classes of stock of the Company or any parent 
or subsidiary corporation of the Company must be at least 110% of 
the fair market value of a share of the Company's common stock on 
the date of grant, and the term of such option cannot exceed five 
years.

	The term of the options under the 1996 plan may not exceed 10 
years.  No options may be granted under the Plan after October 
2006.  During 1997, the exercise price of the options granted 
under the 1991 and 1996 plans was changed to $5.00 per share.

	Under the 1996 plan, 175,000 options were granted to the President 
of the Company, however he was not eligible for options under the 
1991 plan.  An additional 3,500 options were granted to officers 
during fiscal 1997.

	Outstanding stock options outside the Plan were 86,250 and 87,500 
at April 30, 1997 and 1996, respectively.

	The following schedule summarizes the changes in the Plans:


1997
1996
1995




Options outstanding at 
beginning at year
94,600  
95,825
94,375
   Granted
185,538  
7,194
6,325
   Exercised
-  
(  4,637)
-
   Canceled
( 4,750)
(  3,782)
(  4,875)
Options outstanding at 
end of year
   
275,388  
 
   94,600
  95,825 




Options exercisable at 
end of year
  275,388 
 
   94,600
   95,825




Average price of 
options:



   Granted during year
$ 49.348 
 
$98.324
$48.928
   Exercised during year
-   
62.208
-
   Canceled during year
52.160  
80.140
47.692
   Outstanding at end of 
year
12.160  
31.828
29.932











F-18



CAMELOT CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (continued)
 

12.	STOCK OPTIONS - Continued 

mrcdrom.com, inc.

mrcdrom.com, inc.  has approved two stock option plans, a 1997 
Incentive Stock Option Plan (the "Incentive Stock Option 
Plan") and the 1997 Directors' Stock Option Plan (the 
"Director's Stock Option Plan") in March 1997, reserving 
500,000 shares of common stock for issuance upon the exercise of 
options granted under the Plans.  The Incentive Stock Option 
Plan is available to all employees of mrcdrom.com, inc. 
(including officers and employee directors).  The Director's 
Stock Option Plan is available for all nonemployee directors of 
mrcdrom.com, inc.  The option exercise price is equal to the 
fair market value of a share of common stock on the grant date 
unless the optionee is granted more than 10% of the maximum 
number of shares available for issuance under the Plans in which 
case the exercise price is equal to 110% of the fair market 
value of a share of common stock on the date of grant.  The term 
of the options under the Plans may not exceed 10 years.

The following schedule summarized the changes in the Plans:

Incentive Stock Option Plan


    
1997
     
 1996
     
   
1995




Options outstanding at 
beginning of year



     Granted
408,800
-
-
     Exercised
-
-
-
     Canceled
      -
    -
   -
Options outstanding at 
end of year
 
408,800
   -
   -
     



Options exercisable at 
end of year
 
408,800
   -
    -




Average price of 
options



     Granted during 
year
$  4.00
$   -
$   -
     Exercised during 
year
-
-
-
     Canceled during 
year
-
-
-
     Outstanding at end 
of year
4.00
-
-





Director's Stock Option Plan


     1997
1996
1995




Options outstanding at 
beginning of year



     Granted
15,000
-
-
     Exercised
-
-
-
     Canceled
      -
   -
    -
Options outstanding at 
end of year
 15,000
   -
    -
     



Options exercisable at 
end of year
 15,000
    -
    -




Average price of 
options



     Granted during 
year
$  4.00
$   -
$  -
     Exercised during 
year
-
-
-
     Canceled during 
year
-
-
-
     Outstanding at end 
of year
4.00
-
-



F-19


CAMELOT CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (continued)


12.	STOCK OPTIONS - Continued

The Company granted stock options to purchase 423,800 shares of 
mrcdrom.com common stock to officers and directors of 
mrcdrom.com, inc.

The Company recognized and measures compensation costs related 
to stock option plans utilizing the intrinsic value based 
method.  Accordingly, no compensation cost has been recorded.  
Had compensation expense been determined on the fair value of 
awards granted, net loss and loss per share would have been as 
follows:

						1997
		
				As Reported		Pro forma

	Net loss			$ (12,996,369)		$    (13,441,659)

	Loss per share		$         (20.45)	$         (21.15)


						1996
	
				As Reported		Pro forma

	Net loss			$ ( 4,565,713)		$ ( 4,928,278)

	Loss per share		$      (12.54)		$      (14.32)


	The fair value of each option is estimated using the Black-
Scholes option-pricing model with the following assumptions used 
for grants in 1997 and 1996: risk free interest rate 4.5%; 
expected life 10 years; expected volatility 30%; dividend yield 
0%.  The fair values generated by the Black-Scholes model may 
not be indicative of the future benefit, if any, that may be 
received by the option holder.

13.	MINORITY INTEREST

	During the year ended April 30, 1995, a subsidiary of the Company 
authorized 15,000,000 shares of $.01 par value preferred stock.  
Proceeds from the sale of issued shares, net of expenses of 
$39,456, was $264,044.  During fiscal 1996, the Company purchased 
60,700 shares of the 10% Convertible Preferred Shares, Series A.  
The 10% Convertible Preferred Shares, Series A, have one vote per 
share, and no preemptive rights.  The dividend is cumulative and 
must be paid before any dividends can be paid to the common 
shareholders.  The Preferred shares have a preference upon 
liquidation over the Common shares.  The Preferred shares are 
convertible at a rate of one Preferred share for each Common 
share.  The Company has the right to redeem the Preferred shares 
within twelve months of issuance at $6.00 per share and the second 
twelve months for $6.60 per share.  Dividends in the amount of 
$121,968 were paid in 1996.  All shares were redeemed in fiscal 
year 1996.

14.	RELATED PARTY TRANSACTIONS

	During fiscal 1997, the Company made a loan to an officer in the 
amount of $14,000 bearing interest at 6% which has been repaid as 
of April 30, 1997.


F-20

CAMELOT CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (continued)


14.	RELATED PARTY TRANSACTIONS - Continued

	During fiscal 1997, the Company concluded agreements with Meteor 
Technology plc ("Meteor"), appointing them as the exclusive 
international distributor for DigiPhone and DigiPhone Deluxe, 
excluding the United States of America, Canada, the United Kingdom 
and Ireland.  The consideration for the DigiPhone rights was 
6,000,000 British pounds, (approximately $9,312,000) and an additional 
1,000,000 British pounds in loan stock was subscribed to, (approximately 
$1,685,000).  During fiscal 1997, the Company acquired the 
U.S.A. and Canadian rights to PCAMS software, which is a 
payphone contract and management system software from Meteor.  
The consideration for the PCAMS software rights was the 
cancellation of 2,000,000 British pounds of loan stock (approximately 
$3,370,000) and the issuance of 80,960 shares of the Company's 
restricted common shares.  The remaining loan stock was 
converted into ordinary shares of Meteor, with the Company 
owning approximately 15.2% of Meteor.  Because of the 
significant influence the Company has over Meteor, the Company 
has accounted for these transactions as an equity investment in 
Meteor.  See footnote 7 discussing the Company's investment in 
Meteor.

In fiscal year 1996, the Company made a loan to DigiPhone Europe, 
Ltd., a subsidiary of Meteor for $30,000.  The Chairman and Chief 
Executive Officer of Camelot is a majority stockholder of Meteor 
at April 30, 1997.  Sales of software products to Meteor were 
$141,905 during fiscal 1997.

The Company received management fees of $72,000, $24,000 and $0 
for the years 1997, 1996 and 1995, respectively, from a securities 
transfer agent company affiliated with the President of the 
Company.  

During fiscal 1996, an officer of the Company was given the 
opportunity to execute a 6% interest bearing note in principal 
amount of $75,156 to exercise stock options.  The note receivable, 
which is collaterized by the pledge of 1,500 shares of common 
stock of the Company is due on January 18, 1998.  

	The Company received loans from Forme Capital totaling $406,000 in 
fiscal year 1995.  Payments of $236,000 and $190,000 were made in 
fiscal years 1996 and 1995, respectively.  Forme converted the 
outstanding balance of $450,000 to common stock during fiscal 
1996. 

	During fiscal 1995, the Company issued 375 common shares valued at 
$22,500 to a company affiliated with the President of one of the 
Company's subsidiaries for a customer mailing list.

	The Company owns 21,495 shares of Forme Capital's  Series A, 10% 
Non-cumulative 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 
$46,657 from Forme Capital each of the fiscal years 1997, 1996 and 
1995.

	During fiscal years 1996 and 1995, a company affiliated with the 
President of the Company provided the Company with management and 
other services valued at $44,000 and  $286,000, respectively.  
During fiscal year 1996, the President and the Corporate Secretary 
became employees of the Company.  Prior to this they were 
employees of the affiliate and received no compensation from the 
Company.

15.	COMMITMENTS AND CONTINGENCIES

	Leases

	The Company rents office space for its corporate headquarters from 
Forme under a September 1993 agreement expiring in September 1998. 
 Rent expense incurred with Forme for fiscal 1997, 1996 and 1995 
was approximately $80,000 each year.  The lease included the 
following terms and conditions:

F-21	


CAMELOT CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (continued)


15.	COMMITMENTS AND CONTINGENCIES - Continued

	1.	Forme has an option to buy the Company's furniture and 
equipment located on the premises at the Company's book value 
during the term of the lease.

	2.	The Company granted a ten year option to Forme to purchase 
50,000 shares of restricted common stock at an exercise price 
of $25.00 which includes piggy back rights.

	3.	Rental payments automatically increase to 150% of prevailing 
market rates at the time the President ceases to be a 
director of the Company.

	In addition, the Company rents office and  warehouse space in the 
Dallas, Texas area for its subsidiaries.

	Total rent expense, all of which were minimum rentals, for fiscal 
1997, 1996 and 1995 was approximately $587,478, $268,615 and 
$106,700,  respectively.

	In addition to minimum lease payments, a retail lease agreement 
provides for contingent rentals if certain sales levels are 
reached.  The future minimum lease payments under operating leases 
for office and warehouse space that have remaining non-cancelable 
lease terms in excess of one year at April 30, 1997, are as 
follows:

Year Ending	Related Party	Other	Total
April 30,

1998 	$   80,000	$ 148,050	$  228,050
1999	26,667	141,243	167,910
2000	     -	139,763	139,763
2001	-	 95,000	 95,000
2002	-	      -	      -
Thereafter	         	-	               - 	               -
	$ 106,667	$ 524,056	$  630,723
       
The Company has negotiated or is in the process of negotiating 
early termination of its retail lease obligations.  An accrual of 
$115,099 for the settlement of the leases, is included in accrued 
expenses at April 30, 1997.  If the negotiations are not 
successful, the ultimate loss will probably be greater than the 
accrued amount.
   

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, the results of operations or the cash flow of the 
Company.
    

Liquidity and Capital Resources

	The consolidated statement of operations presented in the 
financial statements reflects net losses for the years ended April 
30, 1997, 1996 and 1995.  However, the Company has been able to 
improve it's financial position through stock offerings and has 
been able to raise $3,410,500 in 1997 and $22,330,214 in 1996 
through private placements.  As indicated at Note 17, the Company 
has discontinued all but one segment to concentrate its efforts 
toward the retailing, distribution, and publishing of CD-ROM 
software.




F-22



CAMELOT CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (continued)


15.	COMMITMENTS AND CONTINGENCIES - Continued

	Management believes that the Company's future success will be 
achieved through sales of CD-ROM software and license fees.  The 
Company owns DigiPhone, a software product which permits the full 
duplexing of voice over the Internet.  

	While management believes the Company is well positioned for 
future profitability, there can be no assurance of future success.

	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 
private placement of Camelot's common and preferred stock.  
Management believes that license fees received from Third Plant's 
products will generate revenues and cash flow towards the end of 
the current financial period.  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 will be sufficient for 
its need over the next twelve months.  Management also believes 
that should the Company require additional cash resources it can 
incur borrowing as Camelot has no long-term debt.

16.	SALE OF SUBSIDIARIES

	On July 6, 1994, the Company sold its 69% controlling interest in 
Beecher Energy, Ltd., for $184,543 resulting in a loss of $82,644.
	
17.	DISCONTINUED OPERATIONS

	On January 31, 1995, the Company's video marketing and 
distribution subsidiary Camelot Entertainment filed Chapter 7 
bankruptcy with the U.S. Bankruptcy Court.  Revenues for this 
segment for fiscal 1995 were $694,666.  Loss from operations and 
disposals for fiscal 1996 and 1995 were $250,925 and $406,057, 
respectively.
	
	Oil and gas revenues for fiscal 1995 were $16,964.  Loss from oil 
and gas operations for fiscal 1995 were $3,009.

	The results of operations of the above subsidiaries have been 
presented in the financial statements as discontinued operations. 
 Current assets of the discontinued operations consisted primarily 
of cash and accounts receivable.  Current liabilities of the 
discontinued operations primarily consist of subsidiary trade 
payables guaranteed by Camelot Corporation. 

18.	INDUSTRY SEGMENT

	The Company and its subsidiaries are operating in one industry 
segment and are vertically integrated in retailing, distribution, 
and publishing of CD-ROM software.
	
19.	SUBSEQUENT EVENTS

	In July 1997, the Board of Directors approved a one for forty 
reverse stock split of common stock and outstanding preferred 
shares, Series J to stockholders of record on July 15, 1997.  The 
consolidated financial statements, including all references to the 
number of shares of common stock and all per-share information, 
have been adjusted to reflect the split on a retroactive basis.

On May 29, 1997, the Company advanced 500,000 British 
pounds(approximately $828,250) to Meteor Technology plc 
("Meteor") for 10% unsecured loan stock.

In May 1997, the Board of Directors authorized the creation of a 
series of preferred stock, Series J with 60,000,000 shares 
authorized.  Series J has a par value of $.01 per share, does 
not pay dividends, are entitled to vote on matters submitted to 
a vote of the stockholders of the Company, and rank junior to 
all other series of preferred stock.


CAMELOT CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (continued)


19.	SUBSEQUENT EVENTS - Continued 

During May of 1997, Camelot Corporation completed a preferred 
stock transaction with Adina, Inc. an affiliated company.  As a 
result of this transaction, Camelot is now a majority owner of 
Meteor through Camelot's ownership of Alexander Mark Investments 
(USA), Inc.  The specific transfers that occurred are as 
follows:

On May 9, 1997, Alexander Mark Investments (USA), Inc. acquired 
40,727,988 ordinary shares (57% of the outstanding shares) in 
Meteor from Daniel Wettreich in exchange for 6,787,998 
restricted common shares in Alexander Mark Investments (USA), 
Inc.

On May 15, 1997, Adina, Inc. accepted the subscription for 
42,450,000 restricted common shares of Adina, Inc. by Daniel 
Wettreich in exchange for 6,029,921 restricted common shares of 
Alexander Mark Investments (USA), Inc.(AMI).  AMI owns 57% 
of the outstanding shares of Meteor.  Meteor has two active 
subsidiaries, DigiPhone International, Ltd. and Meteor 
Payphones, Ltd. 

On May 20, 1997 Adina, Inc. the majority shareholder of 
Alexander Mark Investments (USA), Inc. transferred 6,029,921 
(80% of the outstanding shares) to Camelot Corporation as 
payment for subscription.  

On May 20, 1997 Adina, Inc. subscribed 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 are to be issued as new common shares 
of Camelot are issued in such a manner so that the additional 
Preferred Shares are issued at the same time and in the same 
quantity as any newly issued common shares.  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.

20.	SUPPLEMENTARY OIL AND GAS INFORMATION (UNAUDITED)

	All of the Company's oil and gas properties are located in the 
continental United States.  The following tables reflect 
information relating to the Company's oil and gas producing 
activities.

	Results of Operations for Producing Activities
<TABLE>
       <S>                 <C>         <C>            <C>    


1997
1996
1995






Sales of oil and 
gas
$   -
$     -
$  16,964

Production costs
     -
       -
   
(10,967)

Provision for 
depletion
     -
       -


depreciation
     -  
    
        
 
  (3,250)


$ -     
$ -     
 
$   2,747
</TABLE>

No costs were incurred in oil and gas property acquisitions, 
exploration, development activities and exploration in the three 
year period ended April 30, 1997.

Capitalized costs relating to oil and gas producing activities 
were zero for the three year period ended April 30, 1997.

Oil and gas reserves were zero for three year period ended April 
30, 1997.

Proved developed reserves were zero for the three year period 
ended April 30, 1997.
	


F-24	


CAMELOT CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (continued)


20.	SUPPLEMENTARY OIL AND GAS INFORMATION (UNAUDITED) - Continued

Standards measure of discounted future net cash flows

The standardized measure of discounted future net cash flows at 
April 30, 1997, 1996 and 1995 relating to provided oil and gas 
reserves were zero.  

Future net cash flows were computed using year-end prices and 
costs, and year-end statutory tax rates (adjusted for permanent 
differences) that relate to existing proved oil and gas reserves 
at year-end.  The following are the principle sources of change 
in the standardized measure of discounted future net cash flows 
for each of the years in the three-year period ended April 30, 
1997.


1997   
1996   
1995   




Beginning of year
$     - 
       
   
$     - 
       
   
$ 422,000  
Changes resulting from 
sales   of oil and gas   
produced, 
net of production costs






(17,000)
Net changes in prices and 
production costs


-
Revisions of previous 
quantity estimates


-
Accretion of discount


-
Net changes in income 
taxes


-
Disposition of oil and 
gas segment
 -     
    -  
   (405,000)
End of year
$ -    
 
$   -  
 
$       -   
 









21.	FOURTH QUARTER ADJUSTMENTS (UNAUDITED)

During the first three quarters of 1997, the Company reported 
its investment in Meteor Technology plc ("Meteor") at fair 
value (SFAS No. 115), therefore revenue for the license 
agreements with Meteor and the loss on the market value of 
Meteor stock was reflected in the statement of operations.  
During the fourth quarter of 1997, the Company reviewed its 
accounting treatment of its investment in Meteor.  In accordance 
with Accounting Principles Bulletin Number 18 the investment in 
Meteor is properly accounted for using the equity method of 
accounting.  The aggregate effect of this adjustment was an 
approximate $1,263,000 loss recorded on its investment in 
Meteor.  

The Company also reviewed its inventory and receivable valuation 
allowances which resulted in a decrease in assets of 
approximately $496,000 for inventory and $889,000 for 
receivables.


CAMELOT CORPORATION AND SUBSIDIARIES

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

Years Ended April 30, 1997, 1996 and 1995



Description		

Allowance deducted	
from assets to which
it applies:

Additions
Accounts
Receivable
s
Year Ended

Balance 
at 
Beginni
ng of
Period
Charged 
to 
Costs 
and
Expense
s
Charged 
to
Other 
Account
s


Deducti
ons
Balance 
at
End of
Period
April 30, 
1997
$    
11,415
$      
 8,532
-
$      
       
  -
$   
19,947






April 30, 
1996
36,419 
10,887
-
35,891(
a)
11,415






April 30, 
1995
365,448
41,500
-
370,529
(a)
36,419  






Notes 
Receivable
Year Ended











April 30, 
1997
$      
       
- 
$   
889,000
$      
     -
$      
       
  -
$ 
889,000






April 30, 
1996
-
-
-
-
       
    -






April 30, 
1995
75,000 
7,972 
-
82,972(
a)
-






Inventorie
s
Year Ended











April 30, 
1997
$ 
198,000
$  
495,942
$      
    -
$ 
199,198 
   
$ 
494,744






April 30, 
1996
       
    -
198,000
      -
      -
198,000






April 30, 
1995
       
-
-
       
-
       
-
-
















 (a)	Uncollected receivables written off, net of recoveries


F-26