UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-K

[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                    For the fiscal year ended April 30, 2010

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                         Commission file number: 0-8299

                               CAMELOT CORPORATION
             (Exact name of registrant as specified in its charter)

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

   730 W. Randolph Street
      Chicago, IL 60661                                 (312) 454-0015
(Address, including zip code of                  (Registrant's telephone number,
  principal executive offices)                         including area code)

      SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT:
                                      None

      SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT:
                          Common Stock, $0.01 par value

Indicate by check mark if the  Registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate  by  check  mark if the  Registrant  is not  required  to file  reports
pursuant to Section 13 of Section 15(d) of the Act. Yes [ ] No [X]

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

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.229.405 of
this chapter)  during the  preceding 12 months (or for such shorter  period that
the registrant was required to submit and post such files).  ).*

*  The   registrant  has  not  yet  been  phased  into  the   interactive   data
requirements.Yes [ ] No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (ss.232.405 of this chapter) is not contained herein, and will
not be contained,  to the best of Registrant's knowledge, in definitive proxy or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer",  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer [ ]                          Smaller reporting company [X]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

Aggregate market value of the voting and non-voting stock of the registrant held
by  non-affiliates  of the  registrant as of October 31, 2009 was  approximately
$103,717.

As of July 29, 2010,  the  registrant's  outstanding  common stock  consisted of
49,236,106 shares.
<PAGE>
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                     Part I

Item 1   Business                                                              3
Item 1A  Risk Factors                                                          3
Item 1B  Unresolved Staff Comments                                             3
Item 2   Properties                                                            4
Item 3   Legal Proceedings                                                     4
Item 4   Removed and Reserved                                                  4

                                     Part II

Item 5   Market for Registrant's Common Equity, Related Stockholder
         Matters and Issuer Purchases of Equity Securities                     4
Item 6   Selected Financial Data                                               4
Item 7   Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                             4
Item 7A  Quantitative and Qualitative Disclosures About Market Risk            6
Item 8   Financial Statements and Supplementary Data                           7
Item 9   Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure                                             20
Item 9A  Controls and Procedures                                              20
Item 9B  Other Information                                                    21

                                    Part III

Item 10  Directors, Executive Officers and Corporate Governance               23
Item 11  Executive Compensation                                               23
Item 12  Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters                                      24
Item 13  Certain Relationships and Related Transactions and Director
         Independence                                                         25
Item 14  Principal Accounting Fees and Services                               25

                                     Part IV

Item 15  Exhibits, Financial Statement Schedules                              25

         Signatures                                                           26

                                       2
<PAGE>
                                     PART I

ITEM 1 BUSINESS

THE COMPANY

Camelot Corporation (the "Registrant" or the "Company") is inactive,  and is now
a blind pool company seeking merger  opportunities.  It was previously a holding
company  but since the  fiscal  year ended  April 30,  1999 the  Company  has no
operations, and all previous business activities have been discontinued.

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 made
several  acquisitions  and  divestments of businesses.  The Company was delisted
from NASDAQ's Small Cap Market on February 26, 1998. In July, 1998 all employees
of Camelot were  terminated.  Its  directors  and officers  have since  provided
unpaid services on a part-time basis to the Company.

On November 6, 2009,  the  Company's  common stock was  accepted for  quotation,
effective November 9, 2009, on the OTC Bulletin Board ("OTCBB").

On November 24, 2009,  the Company  filed with the SEC a current  report on Form
8-K  reporting a sale of a majority  of the  Company's  common  stock from Danny
Wettreich to Jeffrey  Rochlin,  the resignation of Danny Wettreich as officer of
the Company and the election of Jeffrey  Rochlin as President,  Chief  Executive
Officer, Secretary and Treasurer of the Company effective November 20, 2009.

On November 20, 2009,  Daniel  Wettreich  sold his note  payable of  $116,511 to
Machaby Partners for $117,000.

The  Registrant  has had no success in  finding  companies  with which to merge,
during the past three years.  The basis on which future  decisions to merge with
the  Registrant  will be the opinion of Mr.  Jeffrey  Rochlin,  President of the
Registrant,  regarding  primarily the quality of the  businesses  that are to be
merged and their  potential for future growth,  the quality of the management of
the  to  be  merged  entities,  and  the  benefits  that  could  accrue  to  the
shareholders  of the  Registrant if the merger  occurred.  The Registrant has no
particular  advantage as a blind pool company over any other blind pool company,
and there can be no guarantee that a merger will take place, or if a merger does
take  place  that  such  merger  will  be  successful  or be  beneficial  to the
stockholders of the Registrant.

COMPETITION

The  Company  will  remain an  insignificant  participant  among the firms which
engage in the acquisition of business opportunities.  There are many established
venture  capital  and  financial  concerns  which  have  significantly   greater
financial and personnel  resources and technical  expertise than the Company. In
view  of  the  Company's  extremely  limited  financial  resources  and  limited
management  availability,  the  Company  will  continue  to be at a  significant
competitive disadvantage compared to the Company's competitors.

EMPLOYEES

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

ITEM 1A RISK FACTORS

Not Applicable

ITEM 1B UNRESOLVED STAFF COMMENTS

None

                                       3
<PAGE>
ITEM 2 PROPERTIES

None

ITEM 3 LEGAL PROCEEDINGS

There are no pending, nor to our knowledge threatened, legal proceedings against
the Company

ITEM 4 REMOVED AND RESERVED

                                     PART II

ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
       ISSUER PURCHASES OF EQUITY SECURITIES.

On November 10, 2009,  the Company's  common stock was approved for quotation on
the OTC Bulletin Board under the symbol "CAML".  The Company's  common stock was
traded in the pink sheets  prior  thereto.  The  following  table sets forth the
quarterly  high and low prices of the common stock for the last two years.  They
reflect  inter-dealer prices,  without retail mark-up,  mark-down or commission,
and may not necessarily represent actual transactions

     2010                                      High             Low
     ----                                      ----             ---
     First        July 31, 2009                0.05             0.05
     Second       October 31, 2009             0.05             0.011
     Third        January 31, 2010             0.01             0.01
     Fourth       April 30, 2010               0.129            0.005

     2009                                      High             Low
     ----                                      ----             ---
     First        July 31, 2008                0.03             0.03
     Second       October 31, 2008             0.03             0.03
     Third        January 31, 2009             0.03             0.03
     Fourth       April 30, 2009               0.03             0.03

As of April 30, 2010, the Company had approximately 1,349 shareholders of record
of the 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 SELECTED FINANCIAL DATA

Not Applicable.

ITEM 7 MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND RESULTS
       OF OPERATIONS

FORWARD LOOKING STATEMENTS

THIS  REPORT  CONTAINS  PROJECTIONS  AND  STATEMENTS  RELATING  TO COMPANY  THAT
CONSTITUTE "FORWARD-LOOKING STATEMENTS." THESE FORWARD-LOOKING STATEMENTS MAY BE
IDENTIFIED  BY  THE  USE  OF   PREDICTIVE,   FUTURE-TENSE   OR   FORWARD-LOOKING
TERMINOLOGY,   SUCH  AS   "INTENDS,"   "BELIEVES,"   "ANTICIPATES,"   "EXPECTS,"
"ESTIMATES,"  "MAY," "WILL," OR SIMILAR TERMS.  SUCH STATEMENTS SPEAK ONLY AS OF
THE DATE OF SUCH STATEMENT,  AND THE COMPANY UNDERTAKES NO ONGOING OBLIGATION TO
UPDATE SUCH STATEMENTS.  THESE  STATEMENTS  APPEAR IN A NUMBER OF PLACES IN THIS
REPORT  AND  INCLUDE  STATEMENTS   REGARDING  THE  INTENT,   BELIEF  OR  CURRENT
EXPECTATIONS OF THE COMPANY, AND ITS RESPECTIVE DIRECTORS,  OFFICERS OR ADVISORS
WITH  RESPECT  TO,  AMONG  OTHER  THINGS:  (1) TRENDS  AFFECTING  THE  COMPANY'S
FINANCIAL  CONDITION,  RESULTS  OF  OPERATIONS  OR  FUTURE  PROSPECTS,  (2)  THE
COMPANY'S  BUSINESS AND GROWTH STRATEGIES AND (3) THE COMPANY'S  FINANCING PLANS

                                       4
<PAGE>
AND FORECASTS.  POTENTIAL INVESTORS ARE CAUTIONED THAT ANY SUCH  FORWARD-LOOKING
STATEMENTS  ARE NOT  GUARANTEES OF FUTURE  PERFORMANCE  AND INVOLVE  SIGNIFICANT
RISKS AND UNCERTAINTIES, AND THAT, SHOULD CONDITIONS CHANGE OR SHOULD ANY ONE OR
MORE OF THE RISKS OR  UNCERTAINTIES  MATERIALIZE OR SHOULD ANY OF THE UNDERLYING
ASSUMPTIONS OF THE COMPANY PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER MATERIALLY
FROM THOSE  PROJECTED IN THE  FORWARD-LOOKING  STATEMENTS AS A RESULT OF VARIOUS
FACTORS,  SOME OF WHICH ARE UNKNOWN. THE FACTORS THAT COULD ADVERSELY AFFECT THE
ACTUAL RESULTS AND PERFORMANCE OF THE COMPANY INCLUDE,  WITHOUT LIMITATION,  THE
COMPANY'S  INABILITY TO RAISE ADDITIONAL FUNDS TO SUPPORT OPERATIONS AND CAPITAL
EXPENDITURES,  THE COMPANY'S  INABILITY TO  EFFECTIVELY  MANAGE ITS GROWTH,  THE
COMPANY'S INABILITY TO ACHIEVE GREATER AND BROADER MARKET ACCEPTANCE IN EXISTING
AND NEW MARKET SEGMENTS, THE COMPANY'S INABILITY TO SUCCESSFULLY COMPETE AGAINST
EXISTING  AND  FUTURE   COMPETITORS,   THE  COMPANY'S  RELIANCE  ON  INDEPENDENT
MANUFACTURERS  AND  SUPPLIERS,  DISRUPTIONS  IN THE SUPPLY CHAIN,  THE COMPANY'S
INABILITY  TO  PROTECT  ITS  INTELLECTUAL  PROPERTY,   OTHER  FACTORS  DESCRIBED
ELSEWHERE IN THIS  REPORT,  OR OTHER  REASONS.  ALL  FORWARD-LOOKING  STATEMENTS
ATTRIBUTABLE  TO THE  COMPANY  OR PERSONS  ACTING ON ITS  BEHALF  ARE  EXPRESSLY
QUALIFIED IN THEIR ENTIRETY BY THE FOREGOING CAUTIONARY STATEMENTS AND THE "RISK
FACTORS" DESCRIBED HEREIN.

The following discussion of our financial condition and plan of operation should
be read in conjunction  with the Company's  financial  statements,  the notes to
those  statements and the information  included  elsewhere in this Report.  This
discussion   includes   forward-looking   statements   that  involve  risks  and
uncertainties.  As a result of many factors, such as those set forth under "RISK
FACTORS" and elsewhere in this Report,  our actual results may differ materially
from those anticipated in these forward-looking statements.

OVERVIEW

The Company's revenue for the period ended April 30, 2010 was $-0- compared with
$0 for the  previous  period.  Net loss for the year  ended  April 30,  2010 was
$43,619 compared with a profit for the previous year of $5,729.  The loss in the
current period was principally due to ongoing expenses for a public company, and
the profit in the previous  period was principally due to forgiveness of debt in
the amount of $53,122, less a judgment of $40,000.

The  consolidated  balance  sheets for the period  show total  assets of $14,290
compared with $90 for the previous period.

PLAN OF OPERATION

The  Company  is  inactive,  and is now a  blind  pool  company  seeking  merger
opportunities.  It was  previously  a holding  company but since the fiscal year
ended April 30, 1999 the Company has no  operations,  and all previous  business
activities have been discontinued.

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 made
several  acquisitions  and  divestments of businesses.  The Company was delisted
from NASDAQ's Small Cap Market on February 26, 1998. In July, 1998 all employees
of Camelot were  terminated.  Its  directors  and officers  have since  provided
unpaid services on a part-time basis to the Company.

On November 6, 2009,  the  Company's  common stock was  accepted for  quotation,
effective November 9, 2009, on the OTC Bulletin Board ("OTCBB").

On November 24, 2009,  the Company  filed with the SEC a current  report on Form
8-K  reporting a sale of a majority  of the  Company's  common  stock from Danny
Wettreich to Jeffrey  Rochlin,  the resignation of Danny Wettreich as officer of
the Company and the election of Jeffrey  Rochlin as President,  Chief  Executive
Officer, Secretary and Treasurer of the Company effective November 20, 2009.

The  Registrant  has had no success in  finding  companies  with which to merge,
during the past three years.  The basis on which future  decisions to merge with
the  Registrant  will be the opinion of Mr.  Jeffrey  Rochlin,  President of the
Registrant,  regarding  primarily the quality of the  businesses  that are to be
merged and their  potential for future growth,  the quality of the management of
the  to  be  merged  entities,  and  the  benefits  that  could  accrue  to  the
shareholders  of the  Registrant if the merger  occurred.  The Registrant has no
particular  advantage as a blind pool company over any other blind pool company,
and there can be no guarantee that a merger will take place, or if a merger does
take  place  that  such  merger  will  be  successful  or be  beneficial  to the
stockholders of the Registrant.

                                       5
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

Net cash used in  operating  activities  for the year ended  April 30,  2010 was
$15,286 compared with $0 in 2009. Net cash used by investing  activities for the
year ended April 30, 2010 was $0 compared with $0 in 2009.  Net cash provided by
financing activities for the year ended April 30, 2010 was $29,053 compared with
$0 in 2009.  There is a cash  balance of $13,857 as of April 30,  2010  compared
with $90 for the previous period.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance  sheet  arrangements  that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial  condition,  revenues or expenses,  results of operations,  liquidity,
capital expenditures or capital resources that is material to investors.

ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable

                                       6
<PAGE>
ITEM 8 FINANCIAL STATEMENTS

Reports of Independent Registered Public Accounting Firms                      8

Balance Sheets                                                                10

Statements of Operations                                                      11

Statement of Changes in Stockholder's (Deficit)                               12

Statements of Cash Flows                                                      13

Notes to Financial Statements                                                 14


                                       7
<PAGE>
             Report of Independent Registered Public Accounting Firm


Board of Directors and Stockholders
Camelot Corporation

We have audited the  accompanying  balance  sheet of Camelot  Corporation  as of
April  30,  2009  and  the  related  statements  of  operations,   stockholders'
(deficit),  and cash flows for the year then ended.  These financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting  Oversight  Board (U.S.).  Those  standards  require that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Camelot Corporation as of April
30,  2009 and the  results  of its  operations  and cash flows for the year then
ended, in conformity with generally accepted accounting principles in the United
States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  the Company's  significant  operating  losses,  negative
working  capital and  stockholders'  deficit 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.

Since our  previous  report  dated  June 5,  2009,  it was  determined  that the
financial statements required an immaterial correction as described in note 7.


Denver, Colorado
June 5, 2009, except for Note 7,
which is dated July 27, 2010

                                                    /s/ Comiskey & Company
                                                    ----------------------------
                                                    PROFESSIONAL CORPORATION

                                       8
<PAGE>
             Report of Independent Registered Public Accounting Firm


Board of Directors
Camelot Corporation

We have audited the  accompanying  balance sheet of Camelot  Corporation,  as of
April  30,  2010,  and  the  related  statements  of  operations,  shareholders'
(deficit),  and cash flows for the year ended April 30,  2010.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States of America).  Those standards require
that we plan and perform the audit to obtain reasonable  assurance about whether
the financial statements are free of material  misstatement.  The company is not
required  to have,  nor were we  engaged  to  perform  an audit of its  internal
control over financial reporting.  Our audit included  consideration of internal
control over financial  reporting as a basis for designing audit procedures that
are appropriate in the  circumstances,  but not for the purpose of expressing an
opinion on the  effectiveness  of the company's  internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a  test  basis,  evidence  supporting  the  amounts  and  disclosures  in the
financial statements. An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall  financial  statement  presentation.  We  believe  our audit  provides a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Camelot Corporation as of April
30, 2010,  and the results of its  operations  and cash flows for the year ended
April 30, 2010, in conformity with accounting  principles  generally accepted in
the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  As described in Note 2, the Company
has recurring losses, has negative working capital and has a total stockholders'
deficit,  which raise substantial doubt about its ability to continue as a going
concern.  Management's plans in regard to this matter are also discussed in Note
2. The  financial  statements do not include any  adjustments  that might result
from the outcome of this uncertainty.


/s/ Schumacher & Associates, Inc.
-------------------------------------------
SCHUMACHER & ASSOCIATES, INC.
Littleton, Colorado
July 28, 2010

                                       9
<PAGE>
                               CAMELOT CORPORATION
                                 Balance Sheets
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                  April 30,              April 30,
                                                                                    2010                   2009
                                                                                ------------           ------------
                                                                                                       (See Note 7)
<S>                                                                             <C>                    <C>
                                ASSETS
CURRENT ASSETS
  Cash and cash equivalents                                                     $     13,857           $         90
  Prepaid Expenses                                                                       433                     --
                                                                                ------------           ------------

TOTAL CURRENT ASSETS                                                            $     14,290                     90
                                                                                ============           ============

               LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
  Accounts payable                                                              $     34,234           $      8,563
  Accrued interest payable                                                             3,095                     --
  Advances payable, related party                                                     15,025                106,487
                                                                                ------------           ------------
TOTAL CURRENT LIABILITIES                                                             52,354                115,050

Note payable                                                                         117,000                     --
                                                                                ------------           ------------
TOTAL LIABILITIES                                                                    169,354                115,050
                                                                                ------------           ------------

COMMITMENTS AND CONTINGENCIES (NOTES 2, 4, 5, 6, 7, 8 AND 9)

STOCKHOLDERS' (DEFICIT)
  Preferred stock $0.01 par value 100,000,000 shares authorized; none issued              --                     --
  Common stock $0.01 par value; 50,000,000 shares authorized;
   49,236,106 shares issued and outstanding                                          492,361                492,361
  Additional paid-in-capital                                                      32,377,520             32,374,005
  Accumulated deficit                                                            (33,024,945)           (32,981,326)
                                                                                ------------           ------------
Total stockholders' (deficit)                                                       (155,064)              (114,960)
                                                                                ------------           ------------

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)                                   $     14,290           $         90
                                                                                ============           ============
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       10
<PAGE>
                               CAMELOT CORPORATION
                            Statements of Operations
--------------------------------------------------------------------------------


                                                 Year Ended         Year Ended
                                                  April 30,          April 30,
                                                    2010               2009
                                                ------------       ------------

Revenues                                        $         --       $         --

Operating Expenses
  Professional fees                                   36,426              7,393
  Other                                                  583                 --
                                                ------------       ------------
TOTAL OPERATING EXPENSES                              37,009              7,393
                                                ------------       ------------
(LOSS) FROM OPERATIONS                               (37,009)            (7,393)

OTHER INCOME (EXPENSE)
  Forgiveness of debt                                     --             53,122
  Settlement of judgment                                  --            (40,000)
  Interest (expense)                                  (6,610)                --
                                                ------------       ------------
NET INCOME (LOSS)                               $    (43,619)      $      5,729
                                                ============       ============

Income (loss) per share, basic and diluted      $        Nil       $        Nil
                                                ============       ============
Weighted average number of
 common shares outstanding
 basic and diluted                                49,236,106         49,236,106
                                                ============       ============


   The accompanying notes are an integral part of these financial statements.

                                       11
<PAGE>
                               CAMELOT CORPORATION
                      Statement of Stockholders' (Deficit)
                For the Period from May 1, 2008 to April 30, 2010
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                Additional                       Total
                                 Preferred Stock          Common Stock           Paid-in     Accumulated     Stockholders'
                                Shares      Amount     Shares       Amount       Capital       (Deficit)       (Deficit)
                                ------      ------     ------       ------       -------       ---------       ---------
<S>                            <C>        <C>          <C>         <C>        <C>            <C>               <C>
Balance May 1, 2008                 --     $   --    49,236,106    $492,361    $32,374,005   $(32,978,602)     $(112,236)

Net income April 30, 2009           --         --            --          --             --          5,729          5,729
                                ------     ------    ----------    --------    -----------   ------------      ---------
Balance April 30, 2009              --         --    49,236,106     492,361     32,374,005    (32,972,873)      (106,507)
Correction of error (Note 7)        --         --            --          --             --         (8,453)        (8,453)
                                ------     ------    ----------    --------    -----------   ------------      ---------
Corrected balance, April 30,        --         --    49,236,106     492,361     32,374,005    (32,981,326)      (114,960)
 2009

Contributed capital                 --         --            --          --          3,515             --          3,515
Net loss April 30, 2010             --         --            --          --             --        (43,619)       (43,619)
                                ======     ======    ==========    ========    ===========   ============      =========

Balance April 30, 2010              --     $   --    49,236,106    $492,361    $32,377,520   $(33,024,945)     $(155,064)
                                ======     ======    ==========    ========    ===========   ============      =========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       12
<PAGE>
                               CAMELOT CORPORATION
                            Statements of Cash Flows
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                             Year Ended           Year Ended
                                                              April 30,            April 30,
                                                                2010                 2009
                                                             ----------           ----------
CASH FLOWS  FROM OPERATING ACTIVITIES:
<S>                                                          <C>                  <C>
  Net income (loss)                                          $  (43,619)          $    5,729
  Adjustments to reconcile net income (loss) to net
   cash used in operating activities
  Changes in operating assets and liabilities:
    Prepaid expense                                                (433)                  --
    Accrued interest payable                                      3,095                   --
    Accounts payable                                             25,671               (5,729)
                                                             ----------           ----------
Net cash (used in) operating activities                         (15,286)                  --
                                                             ----------           ----------

CASH FLOWS FROM INVESTING ACTIVITIES:                                --                   --
                                                             ----------           ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Paid in capital                                                 3,515                   --
  Advances from related party                                    25,538                   --
                                                             ----------           ----------
Net cash provided by financing activities                        29,053                   --
                                                             ----------           ----------

Net increase in cash and  cash equivalents                       13,767                   --
Cash and cash equivalents at beginning of period                     90                   90
                                                             ----------           ----------

Cash and cash equivalents at end of period                   $   13,857           $       90
                                                             ==========           ==========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during the year for:
  Interest                                                   $       --           $       --
                                                             ==========           ==========
  Income Taxes                                               $       --           $       --
                                                             ==========           ==========
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS
  Exchange of accounts payable for note payable              $  117,000           $       --
                                                             ==========           ==========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       13
<PAGE>
                               CAMELOT CORPORATION
                          Notes to Financial Statements
                                 April 30, 2010
--------------------------------------------------------------------------------

1. OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

Camelot  Corporation,  ("the  Company") was  incorporated  under the laws of the
State of  Colorado on  September  5, 1975.  The  Company was  formerly a holding
company but since it ceased  operations in the fiscal year ended April 30, 1999,
the Company has had minimal  operations.  All previous business  activities have
been  discontinued.   The  Company  is  inactive  and  intends  to  seek  merger
opportunities.

The Company's fiscal year end is April 30.

REVENUE RECOGNITION

The Company has not generated any revenues  since it ceased  operations in 1999.
It is the Company's policy that revenues are recognized when persuasive evidence
of an arrangement exists, delivery has occurred (or service has been performed),
the sales price is fixed and  determinable,  and  collectability  is  reasonably
assured.

CASH AND CASH EQUIVALENTS

The Company considers cash in banks, deposits in transit, and highly liquid debt
instruments  purchased  with  original  maturities of three months or less to be
cash and cash equivalents.

USE OF ESTIMATES

The  preparation  of financial  statements in  conformity  with US GAAP requires
management to make estimates and assumptions  that affect the reported amount of
assets and  liabilities  and 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.  Management  routinely makes judgments and
estimates about the effects of matters that are inherently uncertain.  Estimates
that  are  critical  to  the  accompanying   financial  statements  include  the
identification  and valuation of assets and  liabilities,  valuation of deferred
tax assets,  and the  likelihood  of loss  contingencies.  Management  bases its
estimates and judgments on  historical  experience  and on various other factors
that are believed to be reasonable under the circumstances, the results of which
form the basis for  making  judgments  about the  carrying  values of assets and
liabilities  that are not readily  apparent from other  sources.  Actual results
could  differ  from these  estimates.  Estimates  and  assumptions  are  revised
periodically  and the  effects  of  revisions  are  reflected  in the  financial
statements in the period it is determined to be necessary.

FAIR VALUE OF FINANCIAL INSTRUMENTS

ASC 825,  "Disclosures  About Fair  Value of  Financial  Instruments",  requires
disclosure of fair value information about financial instruments. ASC 820, "Fair
Value  Measurements"  defines fair value,  establishes a framework for measuring
fair value in generally accepted accounting principles,  and expands disclosures
about fair value  measurements.  Fair value estimates discussed herein are based
upon  certain  market  assumptions  and  pertinent   information   available  to
management as of April 30, 2010 and 2009.

The respective carrying values of certain on-balance-sheet financial instruments
approximate  their fair values.  These financial  instruments  include  accounts
payable,  advances payable,  accrued liabilities and notes payable.  Fair values
were assumed to  approximate  carrying  values for these  financial  instruments
since they are short term in nature and their carrying amounts  approximate fair
value, or they are receivable or payable on demand.

                                       14
<PAGE>
                               CAMELOT CORPORATION
                          Notes to Financial Statements
                                 April 30, 2010
--------------------------------------------------------------------------------

INCOME TAXES

Deferred  income taxes are  determined  using the  liability  method under which
deferred tax assets and liabilities are based upon temporary differences between
the carrying  amounts of assets and  liabilities for financial and tax reporting
purposes  and the effect of net  operating  loss  carry-forwards.  Deferred  tax
assets are  evaluated  to determine if it is more likely than not that they will
be realized.  Valuation  allowances have been established to reduce the carrying
value of  deferred  tax  assets  in  recognition  of  significant  uncertainties
regarding their ultimate realization.

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

The Company computes  earnings (loss) per share in accordance with ASC 260-10-45
"Earnings per Share",  (SFAS 128) which requires  presentation of both basic and
diluted  earnings per share on the face of the  statement of  operations.  Basic
earnings (loss) per share is computed by dividing net earnings (loss)  available
to common  shareholders  by the weighted  average number of  outstanding  common
shares during the period.  Diluted earnings (loss) per share gives effect to all
dilutive  potential  common  shares  outstanding  during  the  period.  Dilutive
earnings  (loss) per share excludes all potential  common shares if their effect
is  anti-dilutive.  The  Company  has no  potential  dilutive  instruments,  and
therefore, basic and diluted earnings (loss) per share are equal.

STOCK BASED COMPENSATION

The Company  accounts for common stock issued to employees for services based on
the fair value of the instruments  issued,  and accounts for common stock issued
to other than employees based on the fair value of the consideration received or
the fair value of the equity instruments, whichever is more reliably measurable.
The Company did not make any option grants during 2010 or 2009, and accordingly,
has not recognized any stock based compensation expense related to options.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2009,  Financial  Accounting  Standards  Board ("FASB")  established the
Accounting Standards  Codification ("ASC") as the single source of authoritative
US GAAP to be  applied  by  nongovernmental  entities.  Rules  and  interpretive
releases of the SEC under authority of federal  securities laws are also sources
of authoritative US GAAP for SEC registrants.  The ASC did not change current US
GAAP, but was intended to simplify user access to all  authoritative  US GAAP by
providing  all the  relevant  literature  related to a  particular  topic in one
place.  All previously  existing  accounting  standards were  superseded and all
other   accounting   literature   not   included   in  the  ASC  is   considered
non-authoritative.  New accounting  standards issued subsequent to June 30, 2009
will be communicated by the FASB through  Accounting  Standards  Updates (ASUs).
The ASC was effective  during the period ended  September 30, 2009.  Adoption of
the ASC did not have an impact on the Company's financial  position,  results of
operations or cash flows.

In May, 2009,  the ASC guidance for  subsequent  events was updated to establish
accounting and reporting standards for events that occur after the balance sheet
date but before  financial  statements  are issued.  The guidance was amended in
February,  2010.  The update sets forth:  (i) the period after the balance sheet
date during which  management of a reporting  entity should  evaluate  events or
transactions  that may occur for  potential  recognition  or  disclosure  in the
financial  statements,  (ii) the  circumstances  under  which an  entity  should
recognize  events  or  transactions  occurring  after the  balance  sheet in its
financial statements, and (iii) the disclosures that an entity should make about
events or  transactions  occurring after the balance sheet date in its financial
statements.  The Company adopted the updated  guidance in 2009. The adoption had
no impact on the  Company's  financial  position,  results of operations or cash
flows.

                                       15
<PAGE>
                               CAMELOT CORPORATION
                          Notes to Financial Statements
                                 April 30, 2010
--------------------------------------------------------------------------------

There were various other accounting  standards updates recently issued,  none of
which  are  expected  to  have a  material  impact  on the  Company's  financial
position, operations, or cash flows.

2. GOING CONCERN

The Company's financial  statements are prepared on a going concern basis, which
contemplates  the  realization of assets and the  satisfaction of obligations in
the normal course of business.  However,  the Company has recurring losses,  has
negative working capital,  and has a total  stockholders'  deficit.  The Company
does not currently  have any revenue  generating  operations.  These  conditions
raise  substantial doubt about the ability of the Company to continue as a going
concern.

In view of these  matters,  continuation  as a going  concern is dependent  upon
continued  operations  of the  Company,  which  in turn is  dependent  upon  the
Company's ability to meet its financial requirements,  raise additional capital,
and the  success of its  future  operations.  The  financial  statements  do not
include  any  adjustments  to  the  amount  and  classification  of  assets  and
liabilities  that may be  necessary  should the Company not  continue as a going
concern.

Management  plans  to fund  operations  of the  Company  through  advances  from
existing  shareholders,  private  placement  of  restricted  securities  or  the
issuance of stock in lieu of cash for payment of services until such a time as a
business combination or other profitable  investment may be achieved.  There are
no written  agreements in place for such funding or issuance of  securities  and
there can be no assurance that such will be available in the future.  Management
believes that this plan provides an opportunity for the Company to continue as a
going concern.

3. CAPITAL STOCK

COMMON STOCK

On November 20, 2009, Daniel Wettreich sold 42,753,819 shares of common stock to
Jeffrey  Rochlin.  Following this transaction Mr. Rochlin now controls 86.83% of
the presently  issued and outstanding  common shares of the  Company.  The total
number of common  shares  authorized by the Company is  50,000,000  shares,  par
value $.01, of which 49,236,106 are issued and outstanding.

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.  As of April 30, 2010 and April 30, 2009,  the following  series of
preferred stock were authorized, issued and outstanding:

        Series of              Number of             Number of Shares Issued
     Preferred Stock       Shares Authorized             and Outstanding
     ---------------       -----------------             ---------------
            A                      2,000                        0
            B                     75,000                        0
            C                     50,000                        0
            D                     66,134                        0
            E                    108,056                        0
            F                     15,000                        0
            G                  1,000,000                        0
            H                  5,333,333                        0
            I                 17,000,000                        0
            J                 10,000,000                        0
            K                    412,000                        0
            L                    500,000                        0
TOTALS                        34,561,523                        0

                                       16
<PAGE>
                               CAMELOT CORPORATION
                          Notes to Financial Statements
                                 April 30, 2010
--------------------------------------------------------------------------------

4. INCOME TAXES

Deferred income taxes arise from temporary timing differences in the recognition
of income and expenses for financial  reporting and tax purposes.  The Company's
deferred  tax assets  consist  entirely of the benefit from net  operating  loss
(NOL)  carryforwards.  The net operating loss  carryforwards,  if not used, will
expire in various  years through  2030,  and are severely  restricted as per the
Internal Revenue code due to the change in ownership. The Company's deferred tax
assets  are  offset  by a  valuation  allowance  due to the  uncertainty  of the
realization  of the net  operating  loss  carry  forwards.  Net  operating  loss
carryforwards may be further limited by other provisions of the tax laws.

The Company's deferred tax assets,  valuation allowance, and change in valuation
allowance are as follows:

<TABLE>
<CAPTION>
                                               Estimated                   Change in
                   Estimated NOL     NOL      Tax Benefit    Valuation     Valuation     Net Tax
Period Ending      Carry-forward   Expires     from NOL      Allowance     Allowance     Benefit
-------------      -------------   -------     --------      ---------     ---------     -------
<S>                 <C>           <C>          <C>          <C>           <C>           <C>
April 30, 2010        $193,619     Various      $35,820      $(35,820)      $(8,070)      $  --
April 30, 2009        $150,000     Various      $27,750      $(27,750)      $    --       $  --
</TABLE>

Income taxes at the statutory rate are reconciled to the Company's actual income
taxes as follows:

Income tax benefit at statutory rate resulting from net
 operating loss carryforward                                           (15.00%)
State tax (benefit) net of federal benefit                              (3.50%)
Deferred income tax valuation allowance                                 18.50%
                                                                       ------
Actual tax rate                                                             0%
                                                                       ======

5. RELATED PARTY TRANSACTIONS

The Company's Chief Executive Officer & majority  shareholder until November 20,
2009,  advanced  funds to pay  creditors of the  Company.  During the year ended
April 30,  2009,  a total of $99,188 was advanced and $106,487 was owed at April
30,  2009.  Following  the end of fiscal  year 2009 and prior to the sale of his
common stock on November 20, 2009, Danny Wettreich advanced  additional funds to
pay  creditors of the Company  resulting in advances  totaling  $117,000.  These
advances  were  evidenced  by a Demand  Promissory  Note of the  Company  to Mr.
Wettreich, which Note was sold to an outside investor on November 20, 2009.

During  the year  ended  April 30,  2009 and  through  November  20,  2009,  the
Company's  stock transfer agent was Stock Transfer  Company of America,  Inc., a
company  operated by the  Company's  former CEO. No amounts were paid or accrued
for transfer agent fees in 2010 or 2009.

6. NOTE PAYABLE

Effective  October 20, 2009, the Company gave a demand  promissory note with its
former CEO and majority shareholder,  then a related party, for $116,511 without
interest. On November 20, 2009, Mr. Wettreich sold the demand promissory note to
an unrelated  third  party.  On July 20, 2010,  the demand  promissory  note was
cancelled and a new  interest-bearing  promissory  note was issued in substitute
therefor.  The July 20,  2010  Promissory  Note is in the  principal  amount  of

                                       17
<PAGE>
                               CAMELOT CORPORATION
                          Notes to Financial Statements
                                 April 30, 2010
--------------------------------------------------------------------------------

$117,000,  bears an annual  interest rate of six percent,  is due and payable on
November  30,  2015 and is  collateralized  by all the  assets  of the  Company.
Imputed  interest of $3,515 was  recorded for the period the note was owned by a
related  party.  Interest was imputed at 6% and was recorded as paid-in  capital
during the year ended April 30,  2010.  Accrued  interest of $3,095 was recorded
for the period the note was owned by the  unrelated  party and is reflected as a
current liability at April 30, 2010.

The Company uses the offices of its  President for its minimal  office  facility
needs for no consideration. No provision for these costs has been provided since
it has been determined that they are immaterial.

7. CORRECTION OF PRIOR PERIOD FINANCIAL STATEMENTS

The Company has corrected an immaterial  error in the balance sheet for the year
ended April 30,  2009.  In September  2009,  the Company  discovered  and paid a
delinquent  liability  for a prior year.  The  adjustment is not material to the
financial  statements for the year ended April 30, 2009,  however it is material
to the current financial statements,  and therefore,  the adjustment was made to
the prior  year's  financial  statements  in  accordance  with Staff  Accounting
Bulletin  (SAB)  108.  The  effect  on the April 30,  2009  balance  sheet is as
follows:

                            Original Balance     Corrected Balance    Adjustment
                            ----------------     -----------------    ----------
Current liabilities          $   106,597          $    115,050         $ 8,453
Accumulated (deficit)        $32,972,873          $(32,981,326)        $(8,453)

8. CHANGE OF CONTROL

On November 20, 2009,  Jeffrey Rochlin  entered into a Stock Purchase  Agreement
with Danny Wettreich  pursuant to which Mr. Wettreich sold 42,753,819  shares of
common  stock of the  Company,  representing  approximately  86.83% of the total
issued  and  outstanding  shares of  common  stock of the  Company,  for a total
purchase price of $8,000.

Upon the closing of the purchase  transaction,  Mr. Rochlin acquired  42,753,819
shares of common stock,  or  approximately  86.83% of the issued and outstanding
Common Stock and attained voting control of the Company.

9. SUBSEQUENT EVENTS

The Company has evaluated events subsequent to April 30, 2010 to assess the need
for  potential  recognition  or  disclosure  in this  report.  Such  events were
evaluated  through the date these  financial  statements  were  available  to be
issued.  Based upon this  evaluation,  it was determined that subsequent  events
occurred that require recognition or disclosure in the financial statements.

Effective May 12, 2010,  Danny  Wettreich,  the Company's  former sole director,
appointed  Jeffrey  Rochlin as a director of the Company.  Concurrent  with said
appointment,   Mr.   Wettreich   resigned  as  a  director.   Mr.  Rochlin  owns
approximately  86.83% of the total issued and outstanding shares of common stock
of the Company and presently serves as the Company's President,  Chief Executive
Officer, Chairman and Treasurer.

On June 11,  2010,  the Company  entered  into a Mineral  Lease  Agreement  (the
"Lease")  with  Timberwolf   Minerals  Ltd.   ("Timberwolf")  to  lease  certain
unpatented  lode mining claims (the  "Property")  owned by Timberwolf  which are
located in Esmeralda  County,  Nevada The Lease grants the Company the exclusive
right to  explore,  develop  and mine the  Property  for gold,  silver and other
minerals.

Upon  execution  of the Lease,  the Company paid $11,456 and is obligated to pay
Timberwolf minimum annual rental payments of $15,000 on the first anniversary of
the Lease,  $20,000 on the second anniversary of the Lease, $25,000 on the third

                                       18
<PAGE>
                               CAMELOT CORPORATION
                          Notes to Financial Statements
                                 April 30, 2010
--------------------------------------------------------------------------------

anniversary  of the Lease,  $50,000 on the fourth  anniversary  of the Lease and
$50,000 on the fifth  anniversary  of the Lease.  The  Company  has the right to
purchase all of Timberwolf's  unpatented  Claims covered by the Lease and within
the boundaries of the area of interest on or before the sixth anniversary of the
Lease for a payment of $5,000,000, failure of which will terminate the Lease.

The  Company's  new  plan  of  operations  is  to  conduct  mineral  exploration
activities  on the  Property  in order to  assess  whether  the  Claims  possess
commercially  exploitable  mineral  deposits of gold,  silver or other  valuable
minerals.



                                       19
<PAGE>
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
       DISCLOSURE

On June 9, 2010, the Board of Directors of the Company  approved the resignation
of Comiskey & Co., P.C.  ("Comiskey"),  the  independent  accountant  previously
engaged as the principal accountant to audit the Company's financial statements.
On June 9,  2010,  the Board of  Directors  of the  Company  also  ratified  and
approved  the   Company's   engagement   of   Schumacher  &   Associates,   Inc.
("Schumacher")  as  independent  auditor for the  Company.  The  resignation  of
Comiskey and the  engagement of  Schumacher  were reported on Amendment No. 1 to
the Current Report on Form 8-K/A filed with the SEC on June 21, 2010.

There  have  been no  disagreements  with the  Company's  principal  independent
registered public accounting firms for the two-year period ended April 30, 2010.

ITEM 9A CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of the end of the period  covered by this  Annual  Report,  our sole  officer
performed an  evaluation of the  effectiveness  of our  disclosure  controls and
procedures  as defined in Rules  13a-15(e)  and  15d-15(e) of the Exchange  Act.
Based on the evaluation  and the  identification  of the material  weaknesses in
internal  control over financial  reporting  described  below,  our sole officer
concluded  that,  as of April 30, 2010,  the Company's  disclosure  controls and
procedures were not effective.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for  establishing  and maintaining  adequate  internal
control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of
the  Exchange  Act.  Internal  control  over  financial  reporting  is a process
designed to provide reasonable  assurance regarding the reliability of financial
reporting and the  preparation of financial  statements in accordance with GAAP.
Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect  misstatements.  Also, projection of any evaluation of
effectiveness  to future periods is subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

Jeffrey  Rochlin,  our  President,  has  conducted an assessment of our internal
control over financial reporting as of April 30, 2010.  Management's  assessment
of internal control over financial reporting was conducted using the criteria in
Internal  Control  over  Financial  Reporting  -  Guidance  for  Smaller  Public
Companies  issued by the Committee of Sponsoring  Organizations  of the Treadway
Commission ("COSO").

A material  weakness is a  deficiency,  or a  combination  of  deficiencies,  in
internal  control  over  financial  reporting,  such that there is a  reasonable
possibility  that a material  misstatement  of the  Company's  annual or interim
financial  statements  will not be prevented or detected on a timely  basis.  In
connection with  management's  assessment of our internal control over financial
reporting as required  under Section 404 of the  Sarbanes-Oxley  Act of 2002, we
identified  the  following  material  weaknesses  in our  internal  control over
financial reporting as of April 30, 2010:

     1. The Company has not established  adequate financial reporting monitoring
procedures to mitigate the risk of  management  override,  specifically  because
there  are no  employees  and only one  officer  and  director  with  management
functions and therefore there is lack of segregation of duties. In addition, the
Company does not have accounting  software to prevent  erroneous or unauthorized
changes to previous  reporting  periods or to provide an adequate audit trail of
entries. However,  although our controls are not effective,  management does not
believe that these weaknesses resulted in deficient financial reporting.

     2. In addition,  there is insufficient  oversight of accounting  principles
implementation and insufficient oversight of external audit functions.

     3. There is a strong reliance on the external  attorneys to review and edit
the annual and quarterly  filings and to ensure  compliance  with SEC disclosure
requirements.

Because of the material weaknesses noted above, management has concluded that we
did not maintain effective internal control over financial reporting as of April
30,  2010,  based on Internal  Control over  Financial  Reporting - Guidance for
Smaller Public Companies issued by COSO.

                                       20
<PAGE>
REMEDIATION OF MATERIAL WEAKNESSES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

As a small business,  without a viable  business and revenues,  the Company does
not have the resources to install a dedicated  staff with deep  expertise in all
facets of SEC  disclosure  and GAAP  compliance.  As is the case with many small
businesses,  the Company will  continue to work with its  external  auditors and
attorneys  as it  relates  to  new  accounting  principles  and  changes  to SEC
disclosure requirements. The Company has found that this approach worked well in
the past and believes it to be the most cost  effective  solution  available for
the foreseeable future.

The Company will conduct a review of existing  sign-off and review procedures as
well as document control  protocols for critical  accounting  spreadsheets.  The
Company will also increase  management's  review of key financial  documents and
records.

As a small business,  the Company does not have the resources to fund sufficient
staff to ensure a complete segregation of responsibilities within the accounting
function.  However, Company management does review, and will increase the review
of, financial  statements on a monthly basis, and the Company's external auditor
conducts  reviews on a  quarterly  basis.  These  actions,  in  addition  to the
improvements  identified above,  will minimize any risk of a potential  material
misstatement occurring.

This  Annual  Report  does not include an  attestation  report of the  Company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the Company's
registered  public  accounting  firm pursuant to temporary rules of the SEC that
permit the Company to provide only management's report in this annual report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

On February 17, 2010, the Company  engaged an outside  accountant to prepare the
Company's  interim and annual  financial  statements  commencing  with the third
quarter ending on January 31, 2010.  Management  believes that the engagement of
an outside  accountant will enhance the effectiveness of the Company's  internal
control over financial reporting.

Otherwise,  there  were  no  changes  in our  internal  control  over  financial
reporting  during the period ended April 30, 2010 that materially  affected,  or
are reasonably likely to materially  affect, our internal control over financial
reporting.

ITEM 9B OTHER INFORMATION

On November 20, 2009,  Jeffrey Rochlin  entered into a Stock Purchase  Agreement
with Danny Wettreich  pursuant to which Mr. Wettreich sold 42,753,819  shares of
common  stock of the  Company,  representing  approximately  86.83% of the total
issued  and  outstanding  shares of  common  stock of the  Company,  for a total
purchase price of $8,000.

Upon the closing of the purchase  transaction,  Mr. Rochlin acquired  42,753,819
shares of common stock,  or  approximately  86.83% of the issued and outstanding
Common Stock and attained voting control of the Company.

The Company presently  authorized to issue 50,000,000 shares of common stock. As
of July 29,  2010,  there  are  49,236,106  shares of Common  Stock  issued  and
outstanding.

Also effective November 20, 2009, Danny Wettreich  resigned as President,  Chief
Executive Officer, Chairman and Treasurer of the Company and elected Mr. Jeffrey
Rochlin as President,  Chief  Executive  Officer,  Chairman and Treasurer of the
Company. Mr. Wettreich remains as the sole director of the Company.

Concurrent  with the purchase  transaction,  the Company changed the location of
its principal  executive  offices from 18170 Hillcrest,  Suite 100,  Dallas,  TX
75252 to 730 W. Randolph Street,  Suite 600, Chicago, IL 60661 and its telephone
number from 972-612-1400 to 312-454-0015.

The Company  reported the stock purchase  transaction and the change in officers
on a Current Report on Form 8-K filed with the SEC on November 24, 2009.

Following  the end of the  Company's  fiscal  year,  on May 12,  2010,  the sole
director  of the  Company,  Danny  Wettreich,  appointed  Jeffrey  Rochlin  as a
director  of the  Company.  Concurrent  with  said  appointment,  Mr.  Wettreich
resigned as a director. Mr. Rochlin will serve as director until the next annual
meeting of shareholders  and until his successor is elected and qualified or his

                                       21
<PAGE>
earlier removal or resignation.  The Company reported Mr. Rochlin's  appointment
and Mr.  Wettreich's  resignation on a Current Report on Form 8-K filed with the
SEC on May 12, 2010.

On June  14,  2010,  a Form  8-K was  filed  with the  Securities  and  Exchange
Commission.  On June 9,  2010,  the  Camelot  Board of  Directors  approved  the
resignation  of Comiskey & Co. P.C.  ("Comiskey"),  the  independent  accountant
engaged to audit the Company's financial  statements.  At the same meeting,  the
Board of  Directors  approved  and  ratified  the  engagement  of  Schumacher  &
Associates  ("Schumacher"),  as independent auditors for the Company's financial
statements.

On June 21,  2010,  a Form  8-K/A was filed  with the  Securities  and  Exchange
Commission  at the request of the  Commission.  It amended  the  language of the
previously  filed  Form  8-K on  June  14,  2010,  but  made  no  change  to the
resignation and appointment of Comiskey and Schumacher.

Following  the end of the Company's  fiscal year, on June 11, 2010,  the Company
entered into a Mineral Lease Agreement (the "Lease") with  Timberwolf  Minerals,
Ltd.  ("Timberwolf")  to  lease  certain  unpatented  lode  mining  claims  (the
"Property") owned by Timberwolf located in Section 2, Township 2 North, Range 38
East and Section 35,  Township 3 North,  Range 38 East,  Mt. Diablo  Meridian in
Esmeralda  County,  Nevada  subject  to the  terms of the  Lease.  The  Property
consists of Claims BJ 101,  103,  105, 107, 109, 110, 112, 114, 116 and 118 with
BLM Serial No. NMC# Lead File 1017556 (the "Claims"). The Company reported entry
into the  Mineral  Lease on a Current  Report on Form 8-K filed  with the SEC on
July 26, 2010.

The Lease grants the Company the  exclusive  right to explore,  develop and mine
the Property for gold,  silver and other minerals.  Under the Lease, the Company
is  obligated  to  pay  all  Federal,  State  and  County  annual  mining  claim
maintenance or rental fees and execute,  record or file proof of payment of same
and of Timberwolf's intention to hold the Claims.

Upon execution of the Lease, the Company paid $11,456.50  inclusive of $1,456.50
for 2010 maintenance fees. The Company is obligated to pay to Timberwolf minimum
annual  rental  payments  beginning  on the  first  anniversary  of the Lease as
follows:  $15,000 on or before the first anniversary of the Lease, $20,000 on or
before  the  second  anniversary  of the  Lease,  $25,000 on or before the third
anniversary  of the Lease,  $50,000 on or before the fourth  anniversary  of the
Lease and $50,000 on or before the fifth  anniversary of the Lease.  The Company
has the right to purchase all of Timberwolf's  unpatented  Claims covered by the
Lease and within the  boundaries  of the area of interest for  $5,000,000  on or
before the sixth  anniversary of the Lease,  failure of which will terminate the
Lease.

The Company's plan of operations is to conduct mineral exploration activities on
the  Property  in  order to  assess  whether  the  Claims  possess  commercially
exploitable  mineral deposits.  (Commercially  exploitable  mineral deposits are
deposits which are suitably adequate or prepared for productive use of a natural
accumulation  of  minerals  or ores).  This  exploration  program is designed to
explore  for  commercially  viable  deposits of gold,  silver or other  valuable
minerals. (Commercially viable deposits are deposits which are suitably adequate
or prepared for productive use of an economically  workable natural accumulation
of minerals or ores). The Company has not, nor has any  predecessor,  identified
any  commercially  exploitable  reserves of these  minerals  on our  Claims.  (A
reserve is an estimate within specified accuracy limits of the valuable metal or
mineral  content of known deposits that may be produced  under current  economic
conditions and with present  technology).  The Company is an  exploration  stage
company and there is no assurance  that a commercially  viable  mineral  deposit
exists on its Claims.

Upon acquiring a lease on the Property, David A. Wolfe,  Professional Geologist,
prepared a geologic report for the Company on the mineral exploration  potential
of the Claims.  Mr.  Wolfe is the  President  of  Timberwolf  Minerals  LTD, the
company from whom the Property is leased.  Included in Mr.  Wolfe's  report is a
recommended  exploration  program which consists of mapping,  sampling,  staking
additional claims and drilling.

At this time the Company is  uncertain of the extent of mineral  exploration  it
will conduct before concluding that there are, or are not,  commercially  viable
minerals on the Claims.  Further phases beyond the current  exploration  program
will be dependent  upon  numerous  factors such as Mr.  Wolfe's  recommendations
based upon  ongoing  exploration  program  results and the  Company's  available
funds.

                                       22
<PAGE>
                                    PART III

ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The  directors  of the Company  hold office for annual  terms and will remain in
their positions until  successors have been elected and qualified.  The officers
are  appointed  by the board of  directors  of the Company and hold office until
their death,  resignation or removal from office. The ages,  positions held, and
duration of terms of the directors and executive officers as of the date of this
Report are as follows:

            Name           Age                      Position
            ----           ---                      --------
     Jeffrey Rochlin       40    President, Chief Executive Officer and Director

JEFFREY ROCHLIN, PRESIDENT, CHIEF EXECUTIVE OFFICER

Mr.  Rochlin is a  resident  of  Washington  Township,  NJ,  and a  graduate  of
University of Hartford, where he earned a degree in accounting. His professional
experience  has been primarily in the finance  sector,  where he has worked as a
finance manager in operations,  and senior accountant for a major pharmaceutical
company.  In addition to his position with the Company,  Mr.  Rochlin is engaged
with a biotechnology company in its budgeting and financial reporting sector.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

Our sole executive officer and director has not been the subject of:

1. A conviction  in a criminal  proceeding  or named as a defendant in a pending
criminal proceeding (excluding traffic violations and other minor offenses);

2. The  entry of an  order,  judgment  or  decree,  not  subsequently  reversed,
suspended or vacated,  by a court of competent  jurisdiction that permanently or
temporarily  enjoined,  barred,  suspended  or otherwise  limited such  person's
involvement  in any  type  of  business,  securities,  commodities,  or  banking
activities;

3. A  finding  or  judgment  by a court of  competent  jurisdiction  (in a civil
action), the Securities and Exchange  Commission,  the Commodity Futures Trading
Commission,  or a state securities  regulator of a violation of federal or state
securities or commodities  law, which finding or judgment has not been reversed,
suspended,  or  vacated;  or 4.  The  entry  of an  order  by a  self-regulatory
organization  that  permanently  or temporarily  barred,  suspended or otherwise
limited  such  party's  involvement  in  any  type  of  business  or  securities
activities.

ITEM 11 EXECUTIVE COMPENSATION

The following table sets forth  information  concerning the annual and long-term
compensation earned by the Company's  principal  executive officer,  each of our
two most highly  compensated  executive  officers  who were serving as executive
officers as of the date of this Report.

<TABLE>
<CAPTION>
                                                                                    Change in
                                                                                     Pension
                                                                                    Value and
                                                                     Non-Equity    Nonqualified
                                                                      Incentive      Deferred
                                                   Stock    Option      Plan       Compensation     All Other
                                   Salary  Bonus   Awards   Awards  Compensation     Earnings     Compensation   Total
Name and Principal Position  Year   ($)     ($)      ($)     ($)         ($)           ($)            ($)         ($)
---------------------------  ----  ------  -----   ------   ------  ------------     --------     ------------   -----
<S>                         <C>    <C>    <C>      <C>      <C>     <C>              <C>         <C>             <C>
Jeffrey Rochlin              2010    Nil    Nil     Nil      Nil         Nil           Nil            Nil         Nil
President,  Chief
Executive Officer,
Chairman and Treasurer
</TABLE>

                                       23
<PAGE>
There are no employment  agreements or  consulting  agreements  with our current
director or executive  officer.  There are no  arrangements or plans in which we
provide  pension,  retirement  or similar  benefits  for  directors or executive
officers.  We do not have any material bonus or profit sharing plans pursuant to
which  cash or  non-cash  compensation  is or may be paid  to our  directors  or
executive  officers,  except that stock options may be granted at the discretion
of our board of directors from time to time. We have no plans or arrangements in
respect  of  remuneration  received  or that may be  received  by our  executive
officers to compensate  such officers in the event of  termination of employment
(as a result  of  resignation,  retirement,  change of  control)  or a change of
responsibilities following a change of control.

ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
        RELATED STOCKHOLDER MATTERS

The following table sets forth certain information as of the date of this Report
with respect to the beneficial  ownership of the outstanding common stock of the
Company  by (i) any  holder of more than  five  (5%)  percent;  (ii) each of the
Company's  executive officers and directors;  and (iii) the Company's  directors
and executive officers as a group. Unless otherwise indicated below, the persons
and entities named in the table have sole voting and sole investment  power with
respect to all shares  beneficially  owned.  The percentage of class is based on
49,236,106  shares of common stock issued and outstanding as of the date of this
Report.  Unless otherwise indicated,  the address of each individual named below
is the Company address.

    Name and Address of                        Amount of              Percentage
     Beneficial Owner                     Beneficial Ownership         of Class
     ----------------                     --------------------         --------
Jeffrey Rochlin                               42,753,819                 86.83%
President, Chief Executive Officer

Directors and Executive Officers
 as a Group (1 person)                        42,753,819                 86.83%
                                                                         =====
CAPITAL STOCK

The  authorized  capital  stock of the  Company is  50,000,000  shares of common
stock, with a par value of $0.01 per share, and 100,000,000  shares of preferred
stock, with a par value of $0.01 per share.

As of the date of this  Report,  there are  49,236,106  shares  of common  stock
issued outstanding. There is no preferred stock outstanding.

As of the  date of this  Report,  there  are  1,349  holders  of  record  of the
Company's common stock.

OPTIONS AND WARRANTS

There are no  outstanding  options  or  warrants  or other  securities  that are
convertible into our common stock.

VOTING RIGHTS

Each shareholder is entitled to one (1) vote for each share of voting stock.

DIVIDEND POLICY

We  intend  to  retain  and use any  future  earnings  for the  development  and
expansion of our business and do not anticipate paying any cash dividends in the
foreseeable future.

                                       24
<PAGE>
TRANSFER AGENT

The registrar and transfer  agent for our common stock is Empire Stock  Transfer
Inc. Its address and telephone number are 1859 Whitney Mesa Drive, Henderson, NV
89014, (702) 818-5898.

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Until its resignation on November 20, 2009, in conjunction  with the sale of the
majority  interest in the  Company,  Stock  Transfer  Company of America,  Inc.,
("STCA"),  a company operated by Danny Wettreich,  the former President and sole
director of the Company,  provided  services  during the years ended April 2010,
and 2009 as a stock transfer agent. No amounts were paid or accrued for transfer
agent fees due to STCA during 2010 or 2009.

Effective  October 20,  2009,  the Company  gave a demand  promissory  note,  in
exchange  for  payables,  to its former  CEO and  majority  shareholder,  then a
related  party,  for  $116,511  without  interest.  On November  20,  2009,  Mr.
Wettreich sold the demand  promissory  note to an unrelated third party. On July
20, 2010, the demand  promissory  note was cancelled and a new  interest-bearing
promissory note was issued in substitute therefor.  The July 20, 2010 Promissory
Note is in the principal  amount of $117,000,  bears an annual  interest rate of
six percent,  is due and payable on November 30, 2015 and is  collateralized  by
all the assets of the Company.

ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES

During the period May 1, 2009 through  January 31, 2010,  Comiskey and Co., P.C.
("Comiskey")  served as the Company's  principal  independent  registered public
accounting  firm.  On  February  2, 2010,  Comiskey  resigned,  and the  Company
retained  Schumacher & Associates,  Inc. as its  independent  registered  public
accounting firm for the period ended April 30, 2010.  Comiskey billed $2,000 for
the audit of the annual financial statements for the Company for the fiscal year
ended  April 30,  2009.  During the year ended  April 30,  2009,  the total fees
billed for audit-related  services was $0, for tax services was $0 and for other
services was $0. During the year ended April 30, 2010, the total fees billed for
audit-related  services  was $0,  for  tax  services  was $0 and  for all  other
services was $0.

                                     PART IV

ITEM 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit No.                             Description
-----------                             -----------
 3.1           Certificate of Incorporation (1)
 3.2           Amended Certificate of Incorporation (1)
 3.3           By-Laws (1)
 4.1           Specimen common stock certificate (1)
10.1           Mineral  Lease  Agreement  dated June 11,  2010  between  Camelot
               Corporation and Timberwolf Minerals, Ltd. (2)
16.1           Letter from Comiskey & Co., P.C. dated June 9, 2010 (3)
31             Certification  of  Principal   Executive  Officer  and  Principal
               Financial  Officer Pursuant to Section 302 of the  Sarbanes-Oxley
               Act of 2002
32             Certification  of  Principal   Executive  Officer  and  Principal
               Financial Officer to 18 U.S.C.  Section 1350, as Adopted Pursuant
               to Section 906 of the Sarbanes-Oxley Act of 2002
99.1           Blair Junction Summary Report of Timberwolf Minerals Ltd. (2)
99.2           Blair Junction Summary and Recommendations of Timberwolf Minerals
               Ltd. (s)

----------
1.   Incorporated herein by reference from the Company's  Registration Statement
     on Form 10 filed with the  Securities  and Exchange  Commission on June 23,
     1976.
2.   Incorporated  herein by reference from the Company's Current Report on Form
     8-K filed with the Securities and Exchange Commission on July 26, 2010.
3.   Incorporated  herein by reference from the Company's Current Report on Form
     8-K filed with the Securities and Exchange Commission on June 14, 2010.

                                       25
<PAGE>
                                   SIGNATURES

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

                                        CAMELOT CORPORATION


Date: July 29, 2010                     By /s/ Jeffrey Rochlin
                                           -------------------------------------
                                           Jeffrey Rochlin
                                           President and Chief Executive Officer

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  registrant and
in the capacities and on the dates indicated:

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


/s/ Jeffrey Rochlin                   President, Chief Executive Officer                     July 29, 2010
---------------------------------     (Principal Executive Officer)
Jeffrey Rochlin                       (Principal Financial and Accounting Officer)
</TABLE>



      SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT
      TO SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED
                  SECURITIES PURSUANT TO SECTION 12 OF THE ACT

The  registrant  has not  furnished  to its  security  holders an annual  report
covering its fiscal year ended April 30, 2010 or any proxy material with respect
to any annual or other  meeting of  security  holders,  nor will the  registrant
furnish such  material to its security  holders  subsequent to the filing of its
annual report on this Form 10-K.

                                       26