U.S SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC  20549

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

     For the fiscal year ended April 30, 1999

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

     Commission file number          0-8299

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

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

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

          2661 Midway Road, Suite 224-226, Carrollton, Texas      75006
           (Former Address of Principal Executive Office)       (Zip Code)

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

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

                                             Name of Each Exchange
          Title of Each Class                 on Which Registered

                 None                                None

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

                                                                    None

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

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

     Issuer's revenues for its most recent fiscal year is $    -    .

     As of July 16, 1999, the aggregate market value of the voting stock held by
     non-affiliates was $146,724.

     The  number of  shares outstanding of the  Registrant's common stock  $0.01
     par value was 6,293,740 at July 16, 1999.


     Documents  Incorporated by Reference.

                   NONE

                                       PART 1

     Item 1.   Business

     Camelot Corporation ("Registrant or the Company")  is a holding  company
     with one  inactive  subsidiary.   All  its  other  subsidiaries  have  been
     dissolved by its  state of  incorporation.   During the  fiscal year  ended
     April 30,  1999 the  Company  had no  operations.   All  previous  business
     operations have  been  discontinued.   The  Company's  primary  assets  are
     preferred shares in OTC Bulletin Board companies.

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

     Discontinued Activities - Acquisition and Divestment History

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

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

     The Company made other acquisitions as follows:
      <TABLE>
      <S>                     <C>                     <C>             <C>
            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         $168,500
                                                   Distribution
        </TABLE>
     These companies ceased  doing business in  July 1994,  July 1994,  November
     1993, November 1993, and May 1995, respectively.

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

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

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

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

     In November  1995,  Registrant  appointed  Firecrest  Group  plc  a  public
     company, as exclusive distributor for DigiPhone  in the United Kingdom  and
     Ireland  in  consideration  for  $1,950,575  payable  by  shares  equal  to
     approximately 10% of  Firecrest. ("Digiphone Rights")   In  March 1996  all
     relations with Firecrest were terminated and Registrant sold all its shares
     in Firecrest  in market  transactions.   Subsequently, Firecrest  sold  its
     DigiPhone Rights to  Meteor.  In  July 1996, Registrant  sold the  European
     rights to  distribute DigiPhone  to DigiPhone  Europe  Ltd which  became  a
     subsidiary of Meteor.  The consideration was 5,000,000 British Pounds of
     loan stock which was subsequently converted into Meteor shares.  In
     November 1996 Registrant sold the international DigiPhone rights to  Meteor
     for 1,000,000 British Pounds of  loan stock which subsequently was
     converted into Meteor shares.   In May  1998, DigiPhone International,
     Ltd. a  Meteor subsidiary,  became the  exclusive
     marketing company for all Third Planet products on a worldwide basis.

     In May 1997, Registrant acquired approximately  80% of AMI whose  principle
     asset was approximately  57% of Meteor.   The  consideration (post  reverse
     split) payable to the seller, Adina,  Inc. ("Adina") was 892,015  Preferred
     Shares, Series J of  Registrant and 453,080 Preferred  Shares, Series J  in
     deferred consideration.   Following the transaction  Adina had  49% of  the
     voting rights  attributable  to  the  issued  and  outstanding  common  and
     preferred shares of Registrant.  Mr.  Wettreich is a director of Adina  and
     did  not  participate  in  any  directors'   votes  in  relation  to   this
     transaction.

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

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

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

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

     Employees

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


     Item 2.        Properties


     Company previously leased,  approximately 25,700 square  feet of  warehouse
     and office space in Carrollton, Texas  on a lease expiring on December  31,
     2000.  As  of July 24,  1998 this lease  was terminated by  the payment  of
     $39,781 by  the Company  to the  landlord and  the Company  has no  further
     liability under the terms of the lease.  The Company rents an accommodation
     address in Dallas, Texas on a month to month basis for a nominal fee.

     Item 3.   Legal Proceedings

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

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

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

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

                                       Part II

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

     The Company's common stock trades on the OTC Bulletin Board.  The following
     table sets forth the quarterly high and low prices of the common stock  for
     the period from May 1, 1997 through  April 30, 1999 (post reverse split).
     They reflect  inter-dealer prices,  without  retail mark-up,  mark-down  or
     commission, and may not necessarily represent actual transactions.

                                        High      Low


          1998

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

          1999

               First          July 31, 1998         0.14         0.14
               Second         October 31, 1998      0.31         0.20
               Third          January 31, 1999      0.50         0.10
               Fourth         April 30, 1999        0.20         0.20

     As of July 16, 1999, the  Company had approximately 1,175 shareholders of
     record of Company's common stock.   No dividends have been declared on  the
     stock in the  last two fiscal  years and the  Board of  Directors does  not
     presently intend to pay dividends in the near future.


     Item 6.        Management Discussion and Analysis

     1999

     The  Company's revenue  for the period  was  $0  compared with $275,435  in
     1998.  Net loss for the period was $994,305 compared with a  loss  for  the
     previous  year   of $6,074,163. These  results are due  to  the   lack   of
     operations as the subsidiaries ceased doing business.

     The  consolidated   balance   sheets for the  period   show   stockholders'
     equity  of $586,315 compared with $1,707,668 for the financial  year  ended
      April  30,  1998.  Total assets were $633,883 compared with $1,968,294 for
     the comparable period.   The decrease  in  stockholders'  equity and  total
     assets was  due to  the loss  attributable  to closing  of the    operating
     subsidiaries.

     The Company  failed to make its dividend payment on the Preferred   Shares,
     Series  E   and  paid  off the dividend  due and redeemed   the   Preferred
     Shares  by  transferring 125,000 restricted common shares in Wincroft, Inc.
      at market value.

     A majority  of the  subsidiaries have   been  dissolved by  their state  of
     incorporation due to a  lack of funding.   The following subsidiaries  were
     dissolved by their respective states:

          Third Planet Publishing, Inc.
          Kids University, Inc.
          Maxmedia Distributing, Inc.
          Atlantic Media, Inc.
          Camelot Creative Designs, Inc.
          Business Investigations, Inc.
          SAC Distributing, Inc.
          Mr. CD-ROM Stores, Inc.
          Camelot Distributing, Inc.
          Camelot Internet Access Services, Inc.
          Camelot Energy, Inc.

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

     On February 15,  1999, the Registrant  settled outstanding litigation  with
     Audio Visual  Group dba  AIMS  Media ("AIMS")  in  order to  eliminate  the
     expense of further litigation  and without admitting  any liability by  the
     transference of 200,000 restricted common  shares of Wincroft, Inc.,  owned
     by the  Registrant  to  AIMS.    The  Company  issued  275,192  shares  and
     transferred 3,000 shares  of Wincroft to  its attorney's  in settlement  of
     legal fees in relation to this litigation.

     On February 24, 1999  in order to  provide cash and  future stream of  cash
     flow the Company sold  to Texas Country Gold  Development, Inc., a  company
     affiliated with  its  President, 700,000  shares  of Wincroft  for  $87,500
     payable $1,000 in cash and $86,500 in a note yielding 6%.

     Year 2000 Readiness Disclosure

     The  Company  is  aware of the issues associated with the  programming code
      in  existing computer systems as the year 2000 approaches.   The issue  is
      whether  computer   systems  will  properly   recognize   date-sensitive
     information when the year changes to  2000.  The Company believes that  the
     Year 2000 issue  will not pose  significant operational problems  for the
     Company's computer systems and will not  have a material adverse effect  on
     the  Company's financial  condition  or  results of operations.

     1998

     During the year the Company's  principle operating subsidiaries were  Third
     Planet Publishing, Inc. and  mrcdrom.com, inc.   Both these companies  have
     discontinued operations.    The  Registrant now  has  no  ongoing  business
     operations and is inactive.

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

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

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

     The Company leased 10,000 square feet  of offices from Forme Capital,  Inc.
     ("Forme") a company  affiliated with  the president  of the  Company.   The
     lease was for a term of 5 years commencing September 1993 at $8 per  square
     foot.    Total  rent  paid  during  fiscal  1996  and  1995  was   $80,000,
     respectively.  The  lease agreement and  transactions related thereto  were
     approved by a vote of Company's shareholders.  In September, 1997 the lease
     was terminated by mutual consent and the Company paid approximately $17,000
     per month on  a month to  month basis thereafter.   In  February, 1998  the
     Company vacated the premises  and consolidated its  offices at 2415  Midway
     Road. In July 1998 the Company surrendered the Midway lease to the landlord
     for $39,781.

     On March 4, 1997, the Company acquired the US and Canadian rights to  PCAMS
     software a payphone  contract and  management system  software from  Meteor
     Technology, plc payable by  the cancellation of 2,000,000 British Pounds of
     loan  stock owed to the Company by Meteor and #500,000 by  the issuance by
     the  Company
     to Meteor  of 80,960  restricted  common shares.  Mr.   Wettreich  and  Ms.
     Fitzgerald who  were directors  of  both companies  at  the time,  did  not
     participate in any directors votes in relation to this transaction.  On May
     11, 1998 the  PCAMS software was  sold back to  Meteor for 70,000 British
     Pounds as  the Company did not have the funds to market the software.

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

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

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

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

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

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

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

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

     Liquidity and Capital Resources

     1999

     Net   cash   used   by   operating  activities for  the 1999  was  $148,299
     compared with  $3,757,870 in   1998.     Net cash   supplied  by  investing
     activities was $1,000 compared  with  net cash  used of $730,884  in  1998.
      Net cash  used  by  financing  activities  was    $4,800  compared  with
     $1,611,520 provided in  1998.  Cash   of   $666 compares  with $152,765  at
     April 30, 1998.

     The  Company   does   not have any  plans for capital   expenditures.   The
     Company  has   negligible  cash resources  and will  experience   liquidity
     problems over the next twelve months due to its lack of revenue unless it
     is  able to raise funds from outside sources. 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.

     1998

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

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

     Item 7.        Financial Statement and Supplementary Data

     Index to Consolidated Financial Statements        Page

     Report of Independent Auditors                    F-1

     Consolidated Financial Statements
          Balance Sheet - April 30, 1999               F-2

          Statements of Operations and Other Comprehensive Income
              for  the  years ended April 30, 1999 and 1998          F-3

          Statements of Stockholders' Equity for the
              years ended April 30, 1999 and 1998      F-4

          Statements of Cash Flows for the years ended
              April 30, 1999 and 1998                  F-5 and
                                                       F-6

          Notes to Consolidated Financial Statements   F-7 through
                                                       F-18
        <PAGE>

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



                            REPORT OF INDEPENDENT AUDITOR

     Board of Directors and Stockholders
     Camelot Corporation and Subsidiaries

     I  have   audited the accompanying consolidated  balance sheet of   Camelot
     Corporation  and  Subsidiaries   as   of April    30,   1999   and   the
     related consolidated statements of  operations, stockholders' equity, and
     cash  flows   for    the    two years    then   ended.    These financial
     statements  are the responsibility   of    the     Company's management.
     My responsibility    is   to  express    an opinion  on  these    financial
     statements  based  on my  audit

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

     In  my  opinion,   the  financial statements  referred  to  above   present
     fairly,  in all material respects,  the consolidated  financial    position
       of Camelot Corporation  and Subsidiaries as  of April 30,  1999, and  the
     consolidated results   of their operations  and  their  consolidated   cash
     flows for  the  years ended  April  30, 1999 and 1998,  in  conformity with
       generally  accepted   accounting principles.

     The accompanying financial statements have been prepared assuming that  the
     Company will continue as a going concern.   As discussed in Note 15 to  the
     financial statements,  the  Company's significant  operating  losses  raise
     substantial doubt about its  ability to continue as  a going concern.   The
     financial statements do not include any adjustments that might result  from
     the outcome of this uncertainty.


     Larry O'Donnell, CPA, PC

     July 28, 1999
     <PAGE>

                        CAMELOT CORPORATION AND SUBSIDIARIES
                             Consolidated Balance Sheet
                                   April 30, 1999
     <TABLE>
     <S>                                  <C>
                                       ASSETS

     CURRENT ASSETS
      Cash and cash equivalents                 $     666
      Accounts receivable                          15,800

          Total current assets                     16,466

     OTHER ASSETS
       Note receivable - related party             86,500
       Note receivable - officer,
           net of allowance of $1,914,216            -
       Preferred stock-related party              530,917

              Total other assets                  617,417

                                                $ 633,883

                        LIABILITIES AND STOCKHOLDERS' EQUITY

     CURRENT LIABILITIES
      Accounts payable                          $    47,570

          Total current liabilities                  47,570

     STOCKHOLDERS' EQUITY
      Common stock, $.01 par value, 50,000,000
       shares authorized, 6,293,740 shares
       issued and outstanding                        62,937
      Preferred stock, $.01 par value,
       100,000,000 shares
       authorized, 1,345,305 shares issued
       and outstanding                               13,453
      Additional paid-in capital                 35,597,919
      Accumulated deficit                       (32,251,300)
      Less treasury stock at cost,
      29,245 shares                              (2,836,696)

          Total stockholders' equity                586,313

                                               $    633,883

       </TABLE>

             See accompanying notes to consolidated financial statements
                                         F-2

        <PAGE>


                        CAMELOT CORPORATION AND SUBSIDIARIES
                        Consolidated Statements of Operations
                                Years Ended April 30,

       <TABLE>
       <S>                                    <C>                  <C>
                                                1999               1998

       REVENUES                            $       0         $    275,435

       COSTS  AND EXPENSES
          Cost of sales                            -              143,656
          General and administrative          59,498            3,084,321
          Provision for inventory
              obsolescence                         -              363,837
          Depreciation and amortization            -              279,295

          Total costs and expenses            59,498            3,871,109

       LOSS FROM OPERATIONS                  (59,498)          (3,595,674)

       OTHER INCOME (EXPENSE)
          Interest and miscellaneous               -              100,491
          Dividend income - related party          -               46,657
          Gain/Loss on disposition of assets                     (796,664)
          Loss on investment in affiliate   (83,388)             (811,433)
          Note receivable allowance               -            (1,025,216)
          Realized gain (loss) on sale of
              marketable securities        (841,419)                7,676

           Total other income (expense)    (934,807)           (2,478,489)

       NET LOSS                            (994,305)            (6,074,163)

     DIVIDENDS ON PREFERRED STOCK           (4,800)                (19,200)

     TOTAL COMPREHENSIVE INCOME ATTRIBUTAL
          TO COMMON STOCKHOLDERS          $(999,305)       $   (6,093,363)


         INCOME (LOSS) PER SHARE:
           Net Loss                      $     (0.19)       $       (3.88)
           Net Loss attributable to
             common stockholders         $     (0.19)       $       (3.89)

       Weighted average number of
          common stock and common stock
          equivalent shares                5,308,453                1,565,543

       </TABLE>

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

                        CAMELOT CORPORATION AND SUBSIDIARIES
                   Consolidated Statements of Stockholders' Equity
               For the Period from May 1, 1997 through April 30, 1999
        <TABLE>
        <S>                 <C>       <C>       <C>        <C>        <C>
                           Common    Common  Preferred   Preferred  Additional
                           Stock     Stock   Stock       Stock      Paid In
                           Shares    Amount  Shares      Amount     Capital

        Balance at May 1,
        1997               881,763   18,818  2,438,056   124,38     34,021


        Conversion of
        Series L
        Preferred
        Stock to
        Common Stock       662,437   6,624   (1,876,920) (18,769)   15,270

        Sale of preferred       -    2,400       -           -     380,750
           stock for cash

        Sale of common    240,000       -        50           -     480,000
        stock for cash

        Series J
        Preferred stock         -       -    892,214        8,922    85,295
        issued for
        acquisitions

        Accrued interest
        on stock                -      -         -               -       -
        subscription
        receivable

        Purchase of             -      -        -                -       -
        treasury stock

        Sale of                 -      -         -              -    800,000
        convertible
        debentures

        Preferred stock
        dividends to:           -      -        -                -   (19,200)
          Related parties
          Other parties -       -      -        -                -     5,507
        reverse uncleared
              payments


        Net loss                -      -        -                 -       -

        Balance at April 30,
        1998                 1,784,200  17,842  1,453,400     14,534  35,768,983

        Exchange of
        Series L                -      -    (108,095)        (1,081) (123,919)
        Preferred
        Stock for
        shares of
        Wincroft

        Adjustment to      4,234,348   42,343                 (42,343)
        correct shares

        Issuance of
        Common Stock for    275,192   2,752
           services

        Cancellation of
        Common
        Stock
        subscription for
        treasury stock

        Change in
        unrealized loss
        on available for
        sale securities

        Preferred Stock
        dividends to                                     (4,800)
           related party

        Net Loss

        Balance at April  6,293,740   $62,937  1,345,305   $13,453  $35,597,919
        30, 1999
        </TABLE>
             See accompanying notes to consolidated financial statements
                                         F-4
        <PAGE>

                        CAMELOT CORPORATION AND SUBSIDIARIES
            Consolidated Statements of Stockholders' Equity  (continued)
               For the Period from May 1, 1997 through April 30, 1999
        <TABLE>
        <S>                 <C>       <C>        <C>            <C>
                          Accumulated  Treasury  Stock         Total
                          Deficit      Stock     Subscription  Stockholders'
                                                               Equity
                                                               (Deficit)

        Balance at May 1,
        1997            (25,182,832)  (2,714,575)   (78,644)  6,078,509


        Conversion of
        Series L                  -        -            -        3,126
        Preferred
           Stock to
        Common Stock

        Sale of preferred         -        -             -      480,000


        stock for cash

        Sale of common            -        -            -        383,150
        stock for cash

        Series J
        Preferred stock           -        -             -        94,217
        issued for
        acquisitions

        Accrued interest
        on stock                  -        -            (2,415)   (2,415)
        subscription
        receivable

        Purchase of               -     (41,063)          -      (41,063)
        treasury stock

        Sale of                   -        -               -      800,000
        convertible
        debentures

        Preferred stock
        dividends to:             -        -             -        (19,200)
          Related parties
          Other parties -         -        -            -            -
        reverse uncleared
              payments


        Net loss          6,074,163

        Balance at April
        30, 1998         (31,256,995)  (2,755,638)   (81,059)   1,707,667

        Exchange of
        Series L                                                (125,000)
        Preferred
        Stock for
        shares of
        Wincroft

        Adjustment to
        correct shares

        Issuance of
        Common Stock for                                           2,752
           services

        Cancellation of
        Common
        Stock                             (81,059)     81,059
        subscription for
        treasury stock

        Change in
        unrealized loss                                            (362,919)
        on available for
        sale securities

        Preferred Stock
        dividends to                                                (4,800)
           related party

        Net Loss          (994,305)                               (994,305)

        Balance at April
        30, 1999        $(32,251,300)  $(2,836,697)      -         $586,314

        </TABLE>
             See accompanying notes to consolidated financial statements
                                         F-4
        <PAGE>
                        CAMELOT CORPORATION AND SUBSIDIARIES
                        Consolidated Statements of Cash Flows
                                Years Ended April 30,

        <TABLE>
        <S>                                          <C>         <C>
                                                    1999         1998
        CASH FLOWS FROM OPERATING ACTIVITIES:
           Net (Loss)                           $ (994,305)   $(6,074,163)
           Adjustments to reconcile net  loss
             to net cash used in  operating
             activities:
           Non cash transactions for services       4,415               -
           Accrued  interest  addition to
             related party note  receivable                        (2,415)
           Depreciation and amortization                          279,295
           Loss on disposal of securities          931,807

           Write up of securities to market value                  (7,676)
           Provision for inventory obsolescence     50,000        363,837
           Note receivable allowance                            1,025,216
           Proceeds from trading securities                      (738,480)
           Change in assets and liabilities
             Accounts receivable                   32,356         114,436
             Prepaid expenses                      40,486         127,283
             Inventories                                           87,664
             Other assets                                          23,114
             Accounts payable and accrued
               expenses                          (213,058)       (432,941)
        Net cash used in operating activities    (148,299)     (3,757,870)
        CASH FLOW FROM INVESTING ACTIVITIES:
          Purchases of property and equipment                     (84,583)
          Investment in affiliate                                  13,829
          Proceeds from available for sale
             securities                            1,000          391,042
          Purchases available for sales securities               (375,098)
          License, trademarks and product development            (619,047)
          Issuance of note receivable - related party             (57,027)
        Net cash provided by (used in)
           investing activities                    1,000         (730,884)
        CASH FLOWS FROM FINANCING ACTIVITIES:
          Sale of common stock                                     383,150
          Sale of preferred stock                                1,283,125
          Dividends paid                          (4,800)          (13,692)
          Purchase of treasury stock                               (41,063)
        Net  cash provided by (used in)
          financing  activities                   (4,800)        1,611,520
        NET INCREASE (DECREASE) IN CASH         (152,099)       (2,877,234)
        Cash at beginning of year                152,765         3,029,999
        Cash at ending of year                 $     666     $     152,765
        </TABLE>



             See accompanying notes to consolidated financial statements
                                         F-5
        <PAGE>
                        CAMELOT CORPORATION AND SUBSIDIARIES
                  Consolidated Statements of Cash Flows (Continued)
                                Years Ended April 30,
        <TABLE>
        <S>                                     <C>           <C>
                                                  1999       1998
             Supplemental information:
                Cash  paid for interest         $     -    $   -

                Cash  paid for income taxes     $     -    $   -

        </TABLE>
             NONCASH INVESTING AND FINANCING ACTIVITIES

        In fiscal  1999, The  Company  sold shares  of  Wincroft, Inc.  to  a
        related party for $1,000 cash and a note receivable of $86,500.

        In fiscal 1999, the Company exchanged 1,081 shares of preferred stock
        for shares of Wincroft, Inc.

        In fiscal 1998, the  Company's Preferred Stock  was converted to  the
        Company's restricted common stock as follows:

             24 Series L for 1,407,285 shares of restricted common
             453,080 Series I for 9,049,629 shares of common

        In fiscal 1998 as discussed in Note 7, the Company sold its VideoTalk
        business for a note receivable and  preferred and common stock   with
        assets valued at $1,065,582.

        In fiscal  1998,  the  Company acquired  stock  of  Alexander    Mark
        Investments (USA), Inc. (which later changed  its  name to  Wincroft,
        Inc.) for issuance of preferred stock  valued at $94,217.  In  March,
        1998 the Company exchanged its  shares in Alexander Mark  Investments
        (USA), Inc. for  8% Preferred  Shares of   Forsam  Venture Funding  ,
        Inc..




             See accompanying notes to consolidated financial statements
                                         F-6
        <PAGE>
                        CAMELOT CORPORATION AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          Business Activity and Principles of Consolidation

          The  consolidated financial statements include the Company and  its
          majority owned  subsidiaries (collectively  the "Company").   The
          Company is  now inactive and all  its operating subsidiaries   have
          discontinued  operations.  The  Company  was  primarily engaged  in
          research and   development  of   Internet software  and  hardware
          and  the retailing  of computer    software   over the  Internet.
          Discontinued operations  of subsidiaries were  involved in  selling
          software  products   through retail stores  located in the Dallas
          metroplex, the  provision   of  Internet services, video  marketing
           and  distribution, financial services,  real  estate rentals,  and
          oil   and  gas development.  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 Carrollton, Texas.  Cash equivalents are 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.  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.












                                         F-7
        <PAGE>
        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.

          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, 1998 was   $86,703 and.   Capitalized
          software  development costs  were $302,510  at April  30, 1998  and
          1997,  respectively.     Total    research  and  development  costs
          charged   to  general   and   administrative  expenses      were
          approximately  $261,000 and for  the years ended April 30, 1998.

          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.

          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  1998, common  shares  were
          issued upon conversion of preferred shares. Had this conversion  of
          preferred stock occurred on May 1, 1998 net loss per common  shares
          would have been $3.69 for 1998.



                                         F-8
          <PAGE>

          During    1999, common  shares  were  issued upon  conversion    of
          preferred shares.  Had this conversion of preferred stock  occurred
           on  May 1, 1998, net loss per common share would have been  $16.71
          for 1999.

          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  $27,924 for 1998.

          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.

          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.

                                         F-9
             <PAGE>

        2.   ACCOUNTS RECEIVABLE AND CREDIT RISK

          The  Company's  trade  receivables at April 30,  1999 and 1998  are
          primarily  due  from an ex-employee unsecured loan and from   major
           computer software distributors.        The Company believes it  is
          not exposed to significant credit risk.

        3.   INVENTORIES

          Included   in  the accompanying  April 30,  1998 balance  sheet  is
          inventory   of  computer software   at   a   carrying   value    of
          $50,000  which   was management's   estimate of its net  realizable
          value. At  April 30, 1999,  the entire amount  of unsold  inventory
          was  written off.   Major  classes of  inventories consist  of  the
          following at April 30,:.
        <TABLE>
        <S>                                      <C>          <C>
                                                1999          1998


             Software                              -         $908,581
             Less: Allowance for slow moving
                    and obsolescence                          858,581

                       NET                                   $ 50,000

        </TABLE>
        4.   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.

          Sales proceeds  and gross related  gains and  losses on  securities
          are as follows:
        <TABLE>
        <S>                            <C>             <C>
                                       1999            1998
                  Cost basis                         $383,366
                  Proceeds                            391,042
                  Realized gains                       27,135
                  Realized losses                      19,459

        </TABLE>



                                        F-10
        <PAGE>

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


        5.   NOTE RECEIVABLE-RELATED PARTY

          During fiscal 1999, the Company sold shares of Wincroft, Inc. to  a
          Company affiliated with the President and Chief Executive  Officer.
           The note is unsecured, due on demand and bears interest at 6%.


        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, 1998, these shares had a  market
          value  of approximately  $3,115.     The allowance  of  $1,914,216,
          which  includes the  interest   on   the  note  is to  provide  for
          impairment of the collateral.

        7.   INVESTMENT IN AFFILIATE

          In  May,  1997, the  Company acquired 80% of the outstanding  stock
           of Alexander  Mark   Investments, USA, Inc. (which later changed
          its   name  to  Wincroft,   Inc.).  In  March, 1998,  the Company
          exchanged  its  shares   in Alexander Mark  Investments, USA,  Inc.
          for 8% preferred shares  of  Forsam Venture Funding, Inc.

          An   officer   of   the  Company is  a director  of Forsam.   The
          carrying amount   of   the investment is  $80,388.  The  investment
          was written off during fiscal 1999.

          On March  31, 1998, the  Company's wholly  owned subsidiary,  Third
          Planet Publishing,   Inc.   sold all right,  title and interest  in
          VideoTalk  product for  $7,002,056   which was paid by issuance  of
          common  and    preferred    stock  valued    at  $5,002,056  and  a
          promissory note for  $2,000,000.  On  June   29, 1998, the  Company
          agreed to satisfy the promissory note for preferred stock and   the
          Company is treating the transaction as if it accrued at year   end.
          This  investment was accounted for using the equity method  because
           the Company owned 20% of  Wincroft, Inc.  The investment had  been
          valued  at the net book  value of the assets transferred, which  is
          $1,065,582.   During fiscal  1999, the  Company sold its shares at
          a loss of $841,419.


                                        F-11
        <PAGE>

        8.   ACCRUED EXPENSES

          The following is a summary of accrued expenses at April 30,:

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

                                                1999       1998

             Taxes                           $           $ 29,811
             General and administrative                    36,077
             Fees                                          15,265

                                             $          $  81,155
        </TABLE>
        9.  INCOME TAXES

          The Company  had no   current State or  Federal income tax  expense
          for each of the   years ended April 30, 1999 and 1998.

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

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

          The    components    of  deferred  taxes  at  April  30,  in    the
          accompanying balance sheets are summarized below:
        <TABLE>
        <S>                                      <C>           <C>

                                                1999          1998


          Inventories                                         291,000
          Other                                                 4,000
          Note receivable allowance            651,000        651,000

          Investment valuation adjustment      123,000      1,191,000

          Capital loss carryforward            323,000        115,000

          Net operating loss carryforward    9,520,000      8,800,000

        Less valuation allowance           (10,617,000)   (11,052,000)
        Deferred tax asset-net               $       -     $        -
        </TABLE>
          At April  30, 1999, the  Company has  approximately $26,000,000  of
          unused Federal   net operating loss carryforwards, which expire  in
          the  years  2003 through 2013.








                                        F-12

          <PAGE>

          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.

        10.  STOCKHOLDERS' EQUITY

           Common Stock

           The  brother   of the President of  the Company purchased  100,000
           shares  of the Company's restricted common stock for  $278,150  in
           various transactions during fiscal 1998.

           Unrelated   third  parties  purchased 140,000  shares    of    the
           Company's restricted  common  stock  for   $105,000  in    various
           transactions during fiscal 1998.

           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, 1999:
          <TABLE>
          <S>               <C>            <C>
          Number of Shares

          Series of         Authorized          Issued and
          Preferred         Stock               Outstanding
                  A              2,000                   -
                  B             75,000                   -
                  C             50,000                   -
                  D             66,134                   -
                  E            108,056                   -
                  F             15,000                   -
                 BB          1,000,000                   -
                  G          5,333,333                   -
                  H         17,000,000                   -
                  I         10,000,000                   -
                  J         60,000,000           1,345,295
                  K            412,000                   -
                  L            500,000                  10
        TOTAL               94,061,523          1,345,305
        </TABLE>

                                        F-13
          <PAGE>

           During  fiscal  1998, 26  shares  of  Series L  were  converted  to
          1,407,285 shares of common stock.

          During  fiscal  1998, 453,080  shares of Series I  were converted
          to  9,049,629 shares of the Company's 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 $4,800  and $19,200 were declared   and paid each  during
          the years ended April 30, 1999 and 1998.

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

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

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

        11. STOCK OPTIONS

          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-14
          <PAGE>

          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 at   April
          30, 1999 and 1998,

          The following schedule summarizes the changes in the Plans:
        <TABLE>
        <S>                                       <C>        <C>
                                                 1999        1998

          Options outstanding  at               282,375     275,388
          beginning at year
               Granted                                      183,563
                   Exercised                                      -
                   Canceled                    (176,576)

          Options outstanding  at end of year   282,375     282,375

          Options execrable at end of year      282,375     282,375
          Average price of options:
                   Granted during year                     $  2.063

             Exercised during year                                -
             Canceled during year                            12.160

             Outstanding at  end of year                      2.063


        </TABLE>



                                             F-15
          <PAGE>

          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:
        <TABLE>
        <S>                             <C>                <C>
                                                   1998

                                        As Reported      Pro forma

                  Net loss              $(6,074,163)     $(6,538,653)

                  Loss per share        $     (3.88)     $     (4.18)
        </TABLE>

          The   fair   value of  each option  is estimated  using the  Black-
          Scholes option-pricing  model with the following assumptions   used
           for  grants  in 1998: 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.

        12. RELATED PARTY TRANSACTIONS

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

          The  Company  received management  fees of $54,000, for the   years
           1998, 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, was  collaterized by   the  pledge of  1,500 shares  of
          common stock of the Company and  was due on January 18, 1998.   The
          Company accepted company stock in settlement of the loan.

          The Company owns  21,495 shares of Forme  Capital's  Series A,  10%
          Noncumulative   Preferred Stock, 50,000  shares of Series  B, 10%
          Non-cumulative Preferred  Stock  and   466,571  shares of  Series
          C,   10%   Non-cumulative Preferred  Stock.   The preferred  shares
          have  no voting  rights,  pay dividends  at   the  discretion    of
          Forme's board of  directors, and have   priority for payment   upon
          dissolution  of Forme  over Forme's  common stock.   The    Company
          received   dividends of $46,657 from  Forme Capital during fiscal
          year 1998.







                                        F-16
        <PAGE>

        13. COMMITMENTS AND CONTINGENCIES

          Leases

          The  Company  rented  office space for its corporate headquarters
          from  Forme   under   a   September  1993  agreement expiring  in
          September  1998.   In March,  1998,   the Company and Forme  agreed
          to terminate the  lease.   Rent expense incurred  with  Forme   for
           fiscal  1998 was  $135,000.

          In  addition, the Company rented  office and  warehouse space  in
          the Carrollton,  Texas area. This  lease was terminated  in July,
          1998.

          Total   rent   expense, all  of which  were minimum  rentals, for
          fiscal  1999, and  1998 was  approximately $40,000  and   $300,000,
          respectively.

          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.

          Liquidity and Capital Resources

          The    consolidated  statement of  operations  presented  in  the
          financial statements reflects net losses for the years ended  April
          30, 1999  and 1998.    However,  the   Company has been  able  to
          improve   it's   financial  position through  preferred and  common
          stock offerings and  has been able  to raise  $1,666,275  in   1998
          and through  private  placements.   As indicated at Note  16,   the
          Company  has  discontinued its operating subsidiaries and sold  its
          Videotalk product line in exchange for shares in Wincroft, Inc.

        14. DISCONTINUED OPERATIONS

          During the year ended  April 30, 1998, management determined that
          its operating  subsidiaries  should  not continue  in  business.
           Third    Planet  Publishing,   Inc.  sold  all  rights  title  and
          interests to its software  and  hardware  on  March 31, 1998.   The
          other subsidiaries ceased  operating  by July 1998.


                                         F-17
        <PAGE>

          The following information  for the discontinued operations is for
          the year ended April 30, 1998.
        <TABLE>
        <S>                                              <C>
          (Loss) on disposition of assets            $  (189,825)
          Revenues                                       162,500
          Cost of sales and inventory write down         507,443
          General and administrative expenses          1,559,769
          Net income(loss)                            (2,094,537)

             Earnings per share                      $     (1.34)


        </TABLE>






                                        F-18
        <PAGE>

        Item 8.     Disagreements on Accounting and Financial Disclosure

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

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

                                      PART III

        Item 9.     Directors and Executive Officers of the Registrant

        The following  persons  serve as  directors  and/or officers  of  the
        Company as of July 28, 1999:
        <TABLE>
        <S>              <C>   <C>               <C>                <C>
        Name             Age   Position     Period Served       Term Expires

        Daniel Wettreich 47    Chairman,    September 16, 1988  Next Annual
                               President,                       Meeting
                               Director

        Allan S. Wolfe   67    Director          May 24, 1993   Next Annual
                                                                Meeting
        </TABLE>
        Daniel Wettreich

        Daniel  Wettreich  is  Chairman,   President  and  Director  of   the
        Company(1) since  September 1988.  Additionally, he  currently  holds
        directors  positions  in  the  following  public  companies:    Forme
        Capital, Inc., a holding company, and  Adina, Inc.,  and Malex,  Inc.
        which are dormant companies  seeking merger opportunities. From  July
        1996 to July 1998, he was a Director of Constable Group plc (formerly
        Meteor Technology plc), a United Kingdom public company(3).  In  July
        1993, he  was appointed  Director  of Goldstar  Video  Corporation(2)
        following an investment by the Company.  Mr. Wettreich has a Bachelor
        of  Arts   in  Business   Administration  from   the  University   of
        Westminster, London, England.

        Allan S. Wolfe

        Allan S. Wolfe has been a Director  of the Company since May, 1993.
        He is  a  director  of  Palm  Desert  Art,  Inc.,  formerly  Database
        Technologies, Inc., a public company now involved with art galleries,
        from May 1986 to the present.  He is also, since 1984, a director and
        Chief Executive Officer of Pathfinder Data Group ("PDG"), a  database
        company.   A subsidiary  of PDG,  Pathfinder  Data, Inc.,  filed  for
        protection from  creditors  under  Chapter  11  and  has  since  been
        converted to Chapter 7.
        <PAGE>
        (1) A  subsidiary,  Camelot  Entertainment,  Inc.,  filed  Chapter  7
        liquidation in January 1995.

        (2) Goldstar Video  filed for protection  from creditors pursuant  to
        Chapter 11  in  October 1993,  and  has converted  to  a  liquidation
        proceeding.

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

        Item 10. Executive Compensation

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

                             SUMMARY COMPENSATION TABLE
        <TABLE>
        <S>           <C>                 <C>                  <C>
              <C>                        <C>                <C>
           <C>                <C>

                              Annual Compensation  Long-Term Compensation

                                                      Awards   Payouts

                                                    Restr-
        Name and                           Other    icted   Opt-  LTIP   All
        Principal      Year Salary  Bonus  Annual   Stock   ions/ Pay    Other
           Position                        Compens  Award   SARs  outs   Compens
                                           ation     (s)                 ation


        Daniel         1997  $250,000  -      -       -    175,000    -  $(1)
        Wettreich      1998  $250,000  -      -       -    100,000    -  $(1)
        Chairman and   1999  $ 52,083  -      -       -   (275,000)   -  $(1)
        CEO (1)

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

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

        Company  has  no  compensatory  plans  or  arrangements  whereby  any
        executive officer would receive payments from the Company or a  third
        party upon his resignation, retirement or termination of  employment,
        or from a change in control of  Company or a change in the  officer's
        responsibilities following a change in control.

        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
        <PAGE>
        death benefits of $250,000 for a period of four years.  Mr. Wettreich
        may terminate his employment after the date of a change in control of
        the Company.  A change in control is defined as any person other than
        Mr. Wettreich  or  his  family interests  becomes  beneficial  owner,
        directly or indirectly  of common stock  of the Company  representing
        30% or more of the Company's  issued and outstanding common stock  or
        if the Incumbent Board as defined, ceases to constitute a majority of
        the board of directors.  If  Mr. Wettreich terminates his  employment
        after a change of control  in the company, he  shall be paid (i)  the
        base salary and  any bonuses payable  to him under  the agreement  or
        (ii) an amount  equal to the  product of the  annual base salary  and
        bonus paid to Mr. Wettreich during the year preceding the termination
        date multiplied by five  whichever of (i)  or (ii) is  more.  In  the
        circumstances whereby  Mr. Wettreich  terminates his  employment  for
        good reason, as defined, he will receive payments in accordance  with
        the payments received if termination occurs after a change of control
        of the Company.  In July 1998 Mr. Wettreich was terminated along with
        all the other employees  of the Company and  Mr. Wettreich agreed  to
        waive any outstanding obligations owed by Registrant to him under his
        employment contract.

        Item 11.  Security  Ownership  of   Certain  Beneficial  Owners   and
        Management

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

        Daniel Wettreich               1,402,928     (1)            17.7%
        6959 Arapaho Road, Suite 122
        Dallas, Texas 75248

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

        All Officers and Directors          1,413,178     (1)(2)    17.7%
        as a group (2 persons)

        * Under 0.1%

        Forsam Venture Funding, Inc.       1,345,295   (1)          17.7%
        6959 Arapaho Road, Suite 122
        Dallas, Texas  75248
        </TABLE>
        <PAGE>
           (1) 1,345,295 of these are Preferred Stock , Series J, which  have
              voting rights,  and are owned by Forsam Venture Funding,  Inc.,
              ("Forsam") a Delaware corporation of which, Mr. Wettreich is  a
              director  and  officer.    57,633   shares  are  owned  by   AM
              Investments,  Ltd.  ("AM")  a  UK  corporation  of  which   Mr.
              Wettreich is a  director.  Mr.  Wettreich has  disclaimed   any
              beneficial interest in the shares owned by Forsam and AM.  (See
              Item 13.  Certain Relationships and Related Transactions).

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

        Item 12.  Certain Relationships and Related Transactions

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

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

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

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

        During fiscal 1998 and 1997, Company received dividend payments  from
        Forme Capital,  Inc., Preferred  Shares Series  C  in the  amount  of
        $46,657 for 1998 and $46,657 for 1997.
        <PAGE>
        On January 17, 1996, the Company's disinterested directors approved a
        secured loan to the Corporate Secretary   in the amount of $75,156 to
        exercise options to purchase Company stock.  This loan bears interest
        at a rate 6% per annum.   The Company agreed to accept Company  stock
        in settlement of the loan.

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

        On September 25, 1996 the Company's disinterested directors  approved
        a secured  loan to  the President  of the  Company in  the amount  of
        $1,800,000.  This loan bears interest at a rate of 6% per annum.

        On March 4, 1997, the Company acquired the US and Canadian rights  to
        PCAMS software  a payphone  contract and  management system  software
        from  Meteor  Technology,  plc  payable  by  the  cancellation  of
        2,000,000 British Pounds of loan stock owed to  the Company by Meteor
        and  500,000 British Pounds
        by  the issuance by the Company to Meteor of 80,960 restricted common
        shares. Mr.  Wettreich and Ms. Fitzgerald who were directors of  both
        companies at the time did not  participate in any directors votes  in
        relation to this transaction.  On May 11, 1998 the PCAMS software was
        sold back  to  Meteor  for 70,000 British Pounds  as  the  Company
        did  not  have
        sufficient funds to  market the software  and was  restricted in  its
        ability to sublicense the software.

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

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

        On May 30, 1997,  the Company subscribed  for #500,000 1997-2007  10%
        unsecured redeemable  loan stock  of Meteor  by paying  cash.     Mr.
        Wettreich and Ms. Fitzgerald who were directors of both companies  at
        the time,  did not participate in any directors votes in relation  to
        this transaction.
        <PAGE>
        On  March  20,  1998  Registrant  sold  to  Forsam  Venture  Funding,
        Inc.3,837,706 shares in AMI for its then net asset value per share of
        $24,233 payable by the  issuance by Forsam of  8% Preferred Shares.
        Mr. Wettreich is a director of Forsam and did not participate in  any
        director vote  relating  to  this transaction.    At  the  same  time
        Registrant sold  to  Abuja  Consultancy,  Ltd.  2,192,265  shares  in
        Alexander Mark  Investments  (USA), Inc.  for  $13,830 cash.    These
        transactions represented Registrants total shareholding in  Alexander
        Mark Investments (USA), Inc.

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

        On  March  23,   1998,  Registrant  acquired   from  Alexander   Mark
        Investments (USA), Inc. 43,000 Preferred  Shares, Series B of  Forsam
        Venture Funding for $43,000 cash.

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

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

        (a) (1) The following  financial statements are  included herein  for
        fiscal year ended April 30, 1999.

        Index to Consolidated Financial Statements        Page

        Report of Independent Auditors - 1999 and 1998    F-1
        Consolidated Financial Statements
             Balance Sheet - April 30, 1999               F-2

             Statements of Operations and Other Comprehensive Income
                                                             for  the   years
        ended April 30, 1999 and 1998                     F-3

             Statements of Stockholders' Equity for the
                 years ended April 30, 1999 and 1998      F-4

             Statements of Cash Flows for the years ended
                 April 30, 1999 and 1998                  F-5 and
                                                          F-6

             Notes to Consolidated Financial Statements   F-7 through
                                                          F-18

        (a) (2) Consolidated Schedule                     -
        (a) (3) Exhibits included herein:
           3(a) Articles of Incorporation       Incorporated by
                                                reference to Form 10

                                                Registration  Statement
                                                filed  on June 23, 1976.

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

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

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

           22(a)  Subsidiaries
           (7)  Reports on Form 8-K:
                Report filed on May 8, 1998 reporting Item 1.
                Report filed on May 27, 1998 reporting Item 4.
                Report filed on July 9, 1998 reporting Item 5.
                Report filed on February 15, 1999 reporting Item 8.
        <PAGE>
                                    EXHIBIT 22(a)
                                    SUBSIDIARIES
                                 AS OF MAY 14, 1999



        mrcdrom.com, inc.                            100%

        <PAGE>
                                       SIGNATURES

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

        CAMELOT CORPORATION
        (Company)

        By:   /s/Daniel Wettreich
              President

        Date:     July 30, 1999

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


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

        Date:   July 30, 1999


        By:  /s/Allan Wolfe
             Director

        Date:    July 30, 1999