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

                                    FORM 10-K

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

                    For the fiscal year ended April 30, 2012

                                       OR

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

                        Commission file number: 000-08299

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

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

        20 Joan Place
    North Haledon, NJ 07508                              (201) 410-9400
(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). ). Yes [X] 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. [X]

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 [ ]

As of August 14, 2012, the  registrant's  outstanding  common stock consisted of
2,006,528 shares.
<PAGE>
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
                                     Part I

Item 1   Business                                                              3
Item 1A  Risk Factors                                                          4
Item 1B  Unresolved Staff Comments                                             9
Item 2   Properties                                                            9
Item 3   Legal Proceedings                                                     9
Item 4   Mine Safety Disclosures                                               9

                                     Part II

         Market for Registrant's Common Equity, Related Stockholder
Item 5   Matters and Issuer Purchases of Equity Securities                     9
Item 6   Selected Financial Data                                              10
         Management's Discussion and Analysis of Financial Condition and
Item 7   Results of Operations                                                10
Item 7A  Quantitative and Qualitative Disclosures About Market Risk           11
Item 8   Financial Statements and Supplementary Data                          12
         Changes in and Disagreements with Accountants on Accounting and
Item 9   Financial Disclosure                                                 23
Item 9A  Controls and Procedures                                              23
Item 9B  Other Information                                                    24

                                    Part III

Item 10  Directors, Executive Officers and Corporate Governance               25
Item 11  Executive Compensation                                               25
         Security Ownership of Certain Beneficial Owners and Management
Item 12  and Related Stockholder Matters                                      26
         Certain Relationships and Related Transactions and Director
Item 13  Independence                                                         27
Item 14  Principal Accounting Fees and Services                               27

                                     Part IV

Item 15  Exhibits, Financial Statement Schedules                              27

Signatures                                                                    28

                                       2
<PAGE>
                                     PART I

ITEM 1 BUSINESS

THE COMPANY

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 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,  with Mr.  Rochlin to serve as director
until the next  annual  meeting  of  shareholders  and until  the  election  and
qualification  of his  successor  or his  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.

A special meeting of  shareholders of Camelot  Corporation was held on Thursday,
April 28,  2011.  At the  special  meeting,  a majority of the  shareholders  of
Camelot  Corporation  approved the adoption of a proposed  Agreement and Plan of
Merger, to reincorporate  Camelot Corporation,  a Colorado corporation ("Camelot
Colorado)  in the State of Nevada by merger  with and into a Nevada  corporation
with the name Camelot Corporation  ("Camelot Nevada") (the "Migratory  Merger").
Camelot  Colorado  formed  Camelot  Nevada  expressly  for  the  purpose  of the
Migratory Merger.

On May 23, 2011, FINRA affected the Migratory Merger, and the Agreement and Plan
of Merger became effective resulting in the following:

1. The adoption of the  Articles of  Incorporation  of Camelot  Nevada under the
laws of the state of Nevada as the  Articles of  Incorporation  of the  Company,
pursuant to which there are  150,000,000  shares of  authorized  capital  stock,
consisting of 50,000,000  shares of common stock, par value $0.01 per share (the
"Camelot  Nevada  Common  Stock"),  and  100,000,000  shares  of  "blank  check"
preferred  stock,  par value  $0.01  per  share  (the  "Preferred  Stock").  The
Preferred  Stock may be issued  from time to time in one or more  participating,
optional, or other special rights and qualifications,limitations or restrictions
thereof, as shall be stated in the resolutions adopted by Camelot Nevada's Board
of  Directors  providing  for the  issuance  of such  Preferred  Stock or series
thereof.

2.  The  issued  and  outstanding   shares  of  Camelot  Colorado  Common  Stock
(49,236,106 shares) automatically  converted into the right to receive shares of
Camelot Nevada Common Stock at a ratio of one (1) share of Camelot Nevada Common
Stock for each  twenty-five  (25) shares of Camelot  Colorado  Common Stock held
immediately  prior  to the  effectiveness  of the  Migratory  Merger,  provided,
however,  that holders of Camelot  Colorado  Common  Stock who would  receive at
least one share but fewer than 100 shares of Camelot  Nevada  Common  Stock upon
conversion  were rounded up so that they  received 100 shares of Camelot  Nevada
Common Stock (the "Conversion  Ratio").  No fractional  shares were issued,  and
holders who would  receive less than one share upon  conversion  did not receive
Camelot Nevada Common Stock but will receive a cash  distribution  of One Dollar
($1.00) upon  submission of the  Shareholder  Transmittal  Form  Requesting Cash
Payment for Fractional Shares.

3. The  adoption of the Bylaws of Camelot  Nevada under the laws of the state of
Nevada as the  Bylaws of the  Company.  The  approval  of the  Migratory  Merger
resulted in a total of 2,006,528  shares of common stock issued and  outstanding
at May 23, 2011.

                                       3
<PAGE>
The Company  entered into a mineral lease  agreement with  Timberwolf  Minerals,
Ltd. on June 11, 2010. The cost of the initial lease payment was  capitalized in
accordance  with  accounting  standards.  On  June  8,  2011,  the  Company  and
Timberwolf  entered  into an  Amended  Mineral  Lease  Agreement  (the  "Amended
Lease"). Under the terms of the Lease and the Amended Lease, the Company paid an
annual rental payment of $4,000 on the first  anniversary of the Lease, June 11,
2011, and was obligated to pay to Timberwolf  minimum  subsequent  annual rental
payments as follows:  $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 was able to terminate the lease by giving
Lessor a 30 day written notice.  In November 2011 the Company  determined it was
in its best interests to terminate the lease. Our plan of operation for the next
twelve  months is to secure  another  property  on which we will carry out a new
exploration program.

PATENTS,  TRADEMARKS,  FRANCHISES,  CONCESSIONS,  ROYALTY  AGREEMENTS  OR  LABOR
CONTRACTS

We have no current  plans for any  registrations  such as  patents,  trademarks,
copyrights,  franchises,  concessions, royalty agreements or labor contracts. We
will assess the need for any of these applications on an ongoing basis.

COMPETITION

We do not  compete  directly  with  anyone  for the  exploration  or  removal of
minerals  from any  property  we may  lease  in the  future.  Readily  available
commodities markets exist in the U.S. and around the world for the sale of gold,
silver  and  other  minerals.  Therefore,  we will  likely  be able to sell  any
minerals  that we are able to recover  if we are able to  procure a property  on
which we will carry out exploration activities. If we do find a property we will
be subject to  competition  and  unforeseen  limited  sources of supplies in the
industry in the event spot  shortages  arise for supplies such as dynamite,  and
certain equipment such as bulldozers and excavators that we will need to conduct
exploration.  If we are  unsuccessful  in securing the  products,  equipment and
services we need we may have to suspend our exploration  plans until we are able
to do so.

We  compete  with  many  companies  in the  mining  industry,  including  large,
established  mining  companies  with   capabilities,   personnel  and  financial
resources that far exceed our limited resources. In addition, there is a limited
supply  of  desirable  mineral  lands  available  for  claim-staking,  lease  or
acquisition  in  Nevada,  and  other  areas  where  we may  conduct  exploration
activities.   We  are  at  a  competitive   disadvantage  in  acquiring  mineral
properties,  since we compete with these larger individuals and companies,  many
of which have greater financial resources and larger technical staffs. Likewise,
our  competition  extends to locating  and  employing  competent  personnel  and
contractors  to prospect,  develop and operate  mining  properties.  Many of our
competitors can offer attractive  compensation  packages that we may not be able
to meet.  Such  competition  may result in our Company  being unable not only to
acquire desired  properties,  but to recruit or retain qualified employees or to
acquire the capital  necessary to fund our operation and advance our properties.
Our inability to compete with other  companies for these  property and personnel
resources  would have a material  adverse effect on our results of operation and
business.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

At present,  we have no employees  and no employment  agreements.  Our President
provides  services  on a  consultant  basis.  We  anticipate  that  we  will  be
conducting  most of our business  through  agreement with  consultants and third
parties.

REPORTS TO SECURITY HOLDERS

We make  our  financial  information  available  to any  interested  parties  or
investors  through  compliance with the disclosure rules of Regulation S-K for a
smaller reporting company under the Securities  Exchange Act of 1934. The public
may read and copy any materials  that we file with the  Securities  and Exchange
Commission,  ("SEC"),  at the SEC's  Public  Reference  Room at 100 F Street NE,
Washington,  DC 20549. The public may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site  (http://www.sec.gov) that contains reports, proxy and information
statements,  and other information  regarding  issuers that file  electronically
with the SEC.

                                       4
<PAGE>
ITEM 1A RISK FACTORS

                          RISKS RELATING TO OUR COMPANY

WE HAVE INCURRED LOSSES SINCE OUR  INCORPORATION AND SINCE THE COMPANY BEGAN ITS
EXPLORATION  STAGE. WE MAY NEVER BE PROFITABLE  WHICH RAISES  SUBSTANTIAL  DOUBT
ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

Since the Company was  incorporated  on September  5, 1975,  we have had limited
operations and incurred  operating losses. As of April 30, 2012, our accumulated
deficit since June 11, 2010 when we began our exploration stage is $119,172.  We
expect to incur additional losses in the foreseeable future, and such losses may
be significant.  To become profitable,  we must be successful in raising capital
to continue with  exploration  activities,  procure another  property,  discover
economically   feasible   mineralization   deposits  and   establish   reserves,
successfully  develop a property  and  finally  realize  adequate  prices on our
minerals in the  marketplace.  It could be years  before we receive any revenues
from gold and mineral  production,  if ever.  Thus, we may never be  profitable.
Even if we do achieve  profitability,  we may not be able to sustain or increase
profitability on a long-term basis. These  circumstances raise substantial doubt
about our ability to continue as a going  concern as  described in Note 2 of the
Notes to  Financial  Statements  included  in this  Report.  If we are unable to
continue as a going concern,  investors will likely lose all of their investment
in the Company.

BECAUSE  WE HAVE  NOT  YET  COMMENCED  EXPLORATION  OPERATIONS,  EVALUATING  OUR
BUSINESS IS DIFFICULT.

Though the  Company  was  incorporated  on  September  5, 1975 we only began the
exploration  stage of our business on June 11, 2010. We have not earned revenues
as of the date of this Report and have  incurred  total losses of $119,172  from
June 11,  2010 to April 30,  2012.  Accordingly,  our  business  and our  future
prospects  cannot be evaluated due to our lack of operating  history.  Potential
investors  should  be  aware  of  the  difficulties   normally   encountered  by
exploration stage companies and the high rate of failure of such enterprises. In
addition, there is no guarantee that we will commence business operations.  Even
if we do commence operations, at present, we do not know when.

Furthermore, prior to completion of our exploration stage, we anticipate that we
will incur  increased  operating  expenses  without  realizing any revenues.  We
therefore expect to incur  significant  losses into the foreseeable  future.  We
recognize  that  if  we  are  unable  to  generate   significant  revenues  from
development of any future  property we may secure and any production of minerals
from the property, we will not be able to earn profits or continue operations.

VERY FEW MINERAL PROPERTIES ARE ULTIMATELY DEVELOPED INTO PRODUCING MINES.

The business of  exploration  for minerals and mining  involves a high degree of
risk. Few properties  that are explored are ultimately  developed into producing
mines. Most exploration  projects do not result in the discovery of commercially
mineable deposits of mineralization.

Substantial   expenditures   are   required   for  the   Company  to   establish
mineralization reserves through drilling, to develop metallurgical processes, to
extract  the metal from the ore and, in the case of new  properties,  to develop
the mining and processing  facilities and  infrastructure at any site chosen for
mining.

Although  substantial  benefits  may be derived  from the  discovery  of a major
mineral deposit, we cannot assure you that the Company will discover minerals in
sufficient quantities to justify commercial operations or that it can obtain the
funds required for  development  on a timely basis.  The economics of developing
precious and base metal mineral properties is affected by many factors including
the cost of operations,  variations in the grade of ore mined,  fluctuations  in
metal  markets,  costs  of  processing  equipment  and  other  factors  such  as
government regulations,  including regulations relating to royalties,  allowable
production, importing and exporting of minerals and environmental protection.

FLUCTUATING  GOLD, METAL AND MINERAL PRICES COULD NEGATIVELY IMPACT OUR BUSINESS
PLAN.

The potential for  profitability  of our gold and other metal and mineral mining
operations and the value of any future mineral property will be directly related
to the  market  price  of gold  and  the  metals  and  minerals  that  we  mine.
Historically,  gold and other  mineral  prices have widely  fluctuated,  and are
influenced  by  a  wide  variety  of  factors,  including  inflation,   currency
fluctuations,  regional and global demand and political and economic conditions.
Fluctuations  in the  price of gold and other  minerals  that we mine may have a
significant  influence  on the market  price of our common stock and a prolonged
decline in these prices will have a negative effect on our results of operations
and financial condition.

OUR INDUSTRY IS HIGHLY  COMPETITIVE,  ATTRACTIVE MINERAL LANDS ARE SCARCE AND WE
MAY NOT BE ABLE TO OBTAIN  QUALITY  PROPERTIES  OR RECRUIT AND RETAIN  QUALIFIED
EMPLOYEES.

                                       5
<PAGE>
We  compete  with  many  companies  in the  mining  industry,  including  large,
established  mining  companies  with   capabilities,   personnel  and  financial
resources that far exceed our limited resources. In addition, there is a limited
supply  of  desirable  mineral  lands  available  for  claim-staking,  lease  or
acquisition  in  Nevada,  and  other  areas  where  we may  conduct  exploration
activities.   We  are  at  a  competitive   disadvantage  in  acquiring  mineral
properties,  since we compete with these larger individuals and companies,  many
of which have greater financial resources and larger technical staffs. Likewise,
our  competition  extends to locating  and  employing  competent  personnel  and
contractors  to prospect,  develop and operate  mining  properties.  Many of our
competitors can offer attractive  compensation  packages that we may not be able
to meet.  Such  competition  may result in our Company  being unable not only to
acquire desired  properties,  but to recruit or retain qualified employees or to
acquire the capital  necessary to fund our operation and advance our properties.
Our inability to compete with other  companies for these  property and personnel
resources  would have a material  adverse effect on our results of operation and
business.

BECAUSE MARKET FACTORS IN THE MINING BUSINESS ARE OUT OF OUR CONTROL, WE MAY NOT
BE ABLE TO MARKET  ANY  MINERALS  THAT MAY BE FOUND.  The  mining  industry,  in
general,  is intensely  competitive and we can provide no assurance to investors
that even if minerals are discovered, a ready market will exist from the sale of
any ore found.  Numerous factors beyond our control may affect the marketability
of metals. These factors include market fluctuations, the proximity and capacity
of natural resource markets and processing  equipment,  government  regulations,
including  regulations relating to prices, taxes,  royalties,  land tenure, land
use, importing and exporting of minerals and environmental protection. The exact
effect of these factors cannot be accurately  predicted,  but the combination of
these  factors may result in our not  receiving  an adequate  return on invested
capital.

WE DEPEND ON OUR  PRINCIPAL  EXECUTIVE  OFFICER AND THE LOSS OF THIS  INDIVIDUAL
COULD ADVERSELY AFFECT OUR BUSINESS.

Our Company is completely dependent on Andrea Lucanto, our President,  Principal
Executive Officer,  Principal Financial Officer and Director.  As of the date of
this Report,  Andrea  Lucanto was our sole executive  officer and director.  The
loss of her services would  significantly and adversely affect our business.  We
have no life insurance on the life of Andrea Lucanto.

MANAGEMENT HAS NO EXPERIENCE IN RESOURCE EXPLORATION.

The Company's  management,  while  experienced  in business  operations,  has no
experience in resource  exploration.  The sole executive  officer of the Company
has no significant  technical training or experience in resource  exploration or
mining.  The Company  relies on the opinions of  consulting  geologists  that it
retains from time to time for specific exploration projects or property reviews.
 As a result of management's inexperience, there is a higher risk of the Company
being unable to complete its business plan.

THE NATURE OF MINERAL  EXPLORATION  AND  PRODUCTION  ACTIVITIES  INVOLVES A HIGH
DEGREE OF RISK AND THE POSSIBILITY OF UNINSURED LOSSES THAT COULD MATERIALLY AND
ADVERSELY AFFECT OUR OPERATIONS.

Exploration for minerals is highly  speculative  and involves  greater risk than
many other businesses.  Many exploration programs do not result in the discovery
of economically  feasible  mineralization.  Few properties that are explored are
ultimately  advanced to the stage of producing  mines.  We are subject to all of
the  operating  hazards  and  risks  normally  incident  to  exploring  for  and
developing mineral properties such as, but not limited to:

     *    economically insufficient mineralized material;

     *    fluctuations in production costs that may make mining uneconomical;

     *    labor disputes;

     *    unanticipated variations in grade and other geologic problems;

     *    environmental hazards;

                                       6
<PAGE>
     *    water conditions;

     *    difficult surface or underground conditions;

     *    industrial  accidents;  personal injury, fire, flooding,  cave-ins and
          landslides;

     *    metallurgical and other processing problems;

     *    mechanical and equipment performance problems; and

     *    decreases  in  revenues  and  reserves  due to lower gold and  mineral
          prices.

Any of these risks can materially and adversely affect,  among other things, the
development  of  properties,   production   quantities  and  rates,   costs  and
expenditures and production  commencement  dates. We currently have no insurance
to guard  against any of these risks.  If we determine  that  capitalized  costs
associated with any of our mineral interests are not likely to be recovered,  we
would incur a write-down  of our  investment  in these  interests.  All of these
factors  may  result  in losses  in  relation  to  amounts  spent  which are not
recoverable.

OUR OPERATIONS ARE SUBJECT TO PERMITTING  REQUIREMENTS WHICH COULD REQUIRE US TO
DELAY, SUSPEND OR TERMINATE FUTURE OPERATIONS ON ANY MINING PROPERTY.

Our operations require permits from state and national governmental agencies. We
may be unable to obtain these permits in a timely manner, on reasonable terms or
at all. If we cannot obtain or maintain the necessary permits,  or if there is a
delay  in  receiving  these  permits,   our  timetable  and  business  plan  for
exploration of the Property will be adversely affected.

THE COSTS TO MEET OUR  REPORTING  AND  OTHER  REQUIREMENTS  AS A PUBLIC  COMPANY
SUBJECT  TO THE  SECURITIES  EXCHANGE  ACT OF 1934 WILL BE  SUBSTANTIAL  AND MAY
RESULT IN US HAVING  INSUFFICIENT  FUNDS TO EXPAND OUR  BUSINESS OR EVEN TO MEET
ROUTINE BUSINESS OBLIGATIONS.

Since having become  subject to the  reporting  requirements  of the  Securities
Exchange  Act  of  1934,  we  will  incur  ongoing   expenses   associated  with
professional fees for accounting,  legal and a host of other expenses for annual
reports  and proxy  statements.  We  estimate  that these costs will range up to
$25,000  per year for the next few  years  and will be  higher  if our  business
volume and activity  increases.  These  obligations  will reduce our ability and
resources to fund other  aspects of our business and may prevent us from meeting
our normal business obligations.

                     RISKS ASSOCIATED WITH OUR COMMON STOCK

TRADING ON THE OTC  BULLETIN  BOARD MAY BE VOLATILE  AND  SPORADIC,  WHICH COULD
DEPRESS  THE MARKET  PRICE OF OUR COMMON  SHARES AND MAKE IT  DIFFICULT  FOR OUR
SHAREHOLDERS TO RESELL THEIR SHARES.

Our common shares are quoted on the OTC Bulletin  Board service of the Financial
Industry  Regulatory  Authority  (FINRA).  Trading  in stock  quoted  on the OTC
Bulletin Board is often thin and  characterized by wide  fluctuations in trading
prices due to many  factors  that may have little to do with our  operations  or
business prospects. This volatility could depress the market price of our common
shares  for  reasons  unrelated  to  operating  performance.  Moreover,  the OTC
Bulletin  Board is not a stock  exchange,  and trading of  securities on the OTC
Bulletin Board is often more sporadic than the trading of securities listed on a
quotation  system  like  NASDAQ  or a stock  exchange  like the  American  Stock
Exchange.  Accordingly,  our shareholders  may have difficulty  reselling any of
their shares.

OUR STOCK IS A PENNY STOCK.  TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S
PENNY STOCK REGULATIONS AND FINRA'S SALES PRACTICE REQUIREMENTS, WHICH MAY LIMIT
A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.

Our stock is a penny stock.  The Securities and Exchange  Commission has adopted
Rule 15g-9 which generally  defines "penny stock" to be any equity security that
has a market price (as defined)  less than $5.00 per share or an exercise  price
of less than $5.00 per share, subject to certain exceptions.  Our securities are
covered  by the penny  stock  rules;  which  impose  additional  sales  practice

                                       7
<PAGE>
requirements  on  broker-dealers  who sell to  persons  other  than  established
customers and "accredited  investors".  The term  "accredited  investor"  refers
generally to  institutions  with assets in excess of $5,000,000  or  individuals
with a net worth in excess of $1,000,000 or annual income exceeding  $200,000 or
$300,000   jointly  with  their   spouse.   The  penny  stock  rules  require  a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a form prepared
by the SEC which  provides  information  about  penny  stocks and the nature and
level of risks in the penny stock market.  The  broker-dealer  also must provide
the customer  with  current bid and offer  quotations  for the penny stock,  the
compensation  of the  broker-dealer  and its  salesperson in the transaction and
monthly account  statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations,  and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the  transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise  exempt
from these rules; the  broker-dealer  must make a special written  determination
that the penny stock is a suitable  investment for the purchaser and receive the
purchaser's written agreement to the transaction.  These disclosure requirements
may have the effect of reducing the level of trading  activity in the  secondary
market for the stock that is subject to these penny stock  rules.  Consequently,
these penny stock  rules may affect the ability of  broker-dealers  to trade our
securities.  We believe that the penny stock rules discourage  investor interest
in, and limit the marketability of, our common shares.

FINRA'S SALES PRACTICE  REQUIREMENTS  MAY ALSO LIMIT A STOCKHOLDER'S  ABILITY TO
BUY AND SELL OUR STOCK.

In  addition  to the "penny  stock"  rules  promulgated  by the  Securities  and
Exchange  Commission  (see above for a discussion of penny stock  rules),  FINRA
rules require that in recommending an investment to a customer,  a broker-dealer
must have  reasonable  grounds for believing that the investment is suitable for
that customer.  Prior to recommending speculative low priced securities to their
non-institutional  customers,  broker-dealers  must make  reasonable  efforts to
obtain information about the customer's financial status, tax status, investment
objectives and other  information.  Under  interpretations of these rules, FINRA
believes that there is a high probability that speculative low priced securities
will not be suitable for at least some  customers.  FINRA  requirements  make it
more  difficult for  broker-dealers  to recommend  that their  customers buy our
common  shares,  which may limit your ability to buy and sell our stock and have
an adverse effect on the market for our shares.

ONE SHAREHOLDER OWNS 85.23% OF OUR OUTSTANDING  COMMON STOCK, WHICH LIMITS OTHER
SHAREHOLDERS' ABILITY TO INFLUENCE THE OUTCOME OF ANY SHAREHOLDER VOTE.

Our sole  executive  officer  and a  director  beneficially  owns  85.23% of our
outstanding common stock as of the date of this Report. Under our Certificate of
Incorporation and the laws of the State of Nevada, the vote of a majority of the
shares voting at a meeting at which a quorum is present is generally required to
approve most shareholder action. As a result, she is able to control the outcome
of  shareholder  votes,  including  votes  concerning the election of directors,
amendments to our  Certificate  of  Incorporation  or proposed  mergers or other
significant corporate transactions.

CERTAIN COMPANY ACTIONS AND THE INTERESTS OF STOCKHOLDERS MAY DIFFER.

The voting  control of the Company  could  discourage  others from  initiating a
potential merger, takeover or another  change-of-control  transaction that could
be beneficial to stockholders. As a result, the value of stock could be harmed.

WE HAVE  NEVER  PAID A DIVIDEND  ON OUR  COMMON  STOCK AND WE DO NOT  ANTICIPATE
PAYING ANY IN THE FORESEEABLE FUTURE.

We have not paid a cash  dividend  on our  common  stock to date,  and we do not
intend to pay cash  dividends  in the  foreseeable  future.  Our  ability to pay
dividends  will  depend  on our  ability  to  successfully  develop  one or more
properties and generate revenue from operations. Notwithstanding, we will likely
elect to retain  earnings,  if any, to finance our growth.  Future dividends may
also be limited by bank loan agreements or other financing  instruments  that we
may enter into in the future.  The  declaration and payment of dividends will be
at the discretion of our Board of Directors.

                                       8
<PAGE>
WE HAVE NOT VOLUNTARILY  IMPLEMENTED VARIOUS CORPORATE GOVERNANCE  MEASURES,  IN
THE ABSENCE OF WHICH,  SHAREHOLDERS  MAY HAVE MORE LIMITED  PROTECTIONS  AGAINST
INTERESTED DIRECTOR TRANSACTIONS, CONFLICTS OF INTEREST AND SIMILAR MATTERS.

Recent U. S. legislation, including the Sarbanes-Oxley Act of 2002, has resulted
in the adoption of various corporate governance measures designed to promote the
integrity of the corporate management and the securities markets.  Some of these
measures have been adopted in response to legal  requirements.  Others have been
adopted by  companies  in response to the  requirements  of national  securities
exchanges,  such as the NYSE or NASDAQ Stock Market,  on which their  securities
are listed.  Among the corporate governance measures required under the rules of
national  securities  exchanges  and  NASDAQ  are those  that  address  board of
directors' independence, audit committee oversight and the adoption of a code of
ethics. We have not yet adopted any of these corporate  governance measures and,
since our securities are not listed on a national securities exchange or NASDAQ,
we are not  required to do so. It is  possible  that if we were to adopt some or
all of these  corporate  governance  measures,  shareholders  would benefit from
somewhat greater assurances that internal corporate decisions were being made by
disinterested  directors  and that  policies  had  been  implemented  to  define
responsible  conduct. For example, in the absence of nominating and compensation
committees comprised of at least a majority of independent directors,  decisions
concerning  matters  such as  compensation  packages to our senior  officers and
recommendations for director nominees may be made by a majority of directors who
have an  interest  in the  outcome of the  matters  being  decided.  Prospective
investors should bear in mind our current lack of corporate  governance measures
in formulating their investment decisions.

ITEM 1B UNRESOLVED STAFF COMMENTS

None.

ITEM 2 PROPERTIES

None.

ITEM 3 LEGAL PROCEEDINGS.

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

ITEM 4 MINE SAFETY DISCLOSURES

The Company has no disclosure to make pursuant to Section 1503 of the Dodd Frank
Act, which  addresses mine safety  disclosures,  including  violations,  orders,
citations,  notices or pending  legal  action  under the Federal Mine Safety and
Health Act of 1977.

                                     PART II

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

On November 6, 2009,  the  Company's  common stock was  accepted for  quotation,
effective  November 9, 2009, 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

      2012                                    High          Low
      ----                                    ----          ---
     First        July 31, 2011               1.01          1.01
     Second       October 31, 2011            1.01          1.01
     Third        January 31, 2012            0.15          0.15
     Fourth       April 30, 2012              0.15          0.15

                                       9
<PAGE>
      2011                                    High          Low
      ----                                    ----          ---
     First        July 31, 2010              0.035         0.015
     Second       October 31, 2010            0.05          0.01
     Third        January 31, 2011            0.04          0.01
     Fourth       April 30, 2011              0.06         0.015

As of April 30, 2012, the Company had  approximately  410 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
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 year ended April 30, 2012 was $0 compared with $0
for the previous period.  Net loss for the year ended April 30, 2012 was $54,430
compared with a loss for the previous  year of $72,679.  The loss in the current
year and the previous year was principally due to ongoing  expenses for a public
company.

                                       10
<PAGE>
The balance  sheets for the period  show total  assets of $2,131  compared  with
$18,774 for the previous period.

PLAN OF OPERATION

The Company's plan of operations is to secure another  property on which we will
conduct  mineral  exploration  activities 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). The Company is an
exploration  stage company and there is no assurance that a commercially  viable
mineral deposit will exist on any Claim we may procure.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used in  operating  activities  for the year ended  April 30,  2012 was
$(31,643) compared with $(30,083) in 2011. Net cash used by investing activities
for the year ended April 30, 2012 was $11,457  compared with  $(11,457) in 2011.
The increase was due to the write off of the leased mineral  property.  Net cash
provided by financing  activities  for the year ended April 30, 2012 was $15,000
compared with $35,000 in 2011,  the decrease was due to lesser funds required to
be advanced from a related party.  There is a cash balance of $2,131 as of April
30, 2012 compared with $7,317 for 2011.

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

                                       11
<PAGE>
ITEM 8 FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firms                    13

Balance Sheets                                                              14

Statements of Operations                                                    15

Statement of Changes in Stockholder's (Deficit)                             16

Statements of Cash Flows                                                    17

Notes to Financial Statements                                               18


                                       12
<PAGE>
             Report of Independent Registered Public Accounting Firm


Board of Directors
Camelot Corporation

We have audited the accompanying  balance sheets of Camelot  Corporation,  as of
April 30, 2012, and 2011 and the related statements of operations, stockholders'
(Deficit),  and cash flows for the years ended  April 30,  2012 and 2011.  These
financial  Statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance  with 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 audits 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  audits  provide 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,  2012,  and 2011 and the  results of its  operations  and cash flows for the
years ended April 30, 2012, and 2011 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
August 9, 2012

                                       13
<PAGE>
                               CAMELOT CORPORATION
                                 Balance Sheets
                         (An Exploration Stage Company)

<TABLE>
<CAPTION>
                                                                          April 30, 2012         April 30, 2011
                                                                          --------------         --------------
<S>                                                                        <C>                    <C>
                                     ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                                $      2,131           $      7,317
                                                                           ------------           ------------
TOTAL CURRENT ASSETS                                                              2,131                  7,317

OTHER ASSETS
  Mineral rights-leased (Note 7)                                                     --                 11,457
                                                                           ------------           ------------

TOTAL ASSETS                                                               $      2,131           $     18,774
                                                                           ============           ============

                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
  Accounts payable                                                         $     79,046           $     66,948
  Accrued interest payable                                                       23,232                 12,544
  Advances payable, related party                                                65,025                 50,025
                                                                           ------------           ------------
TOTAL CURRENT LIABILITIES                                                       167,303                129,517

Note payable                                                                    117,000                117,000
                                                                           ------------           ------------

TOTAL LIABILITIES                                                               284,303                246,517
                                                                           ------------           ------------

COMMITMENTS AND CONTINGENCIES (NOTES 1,2, 4, 5, 6, 7, AND 8)

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;
   2,006,528 shares issued and outstanding at April 30,2011 and 2010             20,065                 20,065
  Additional paid-in-capital                                                 32,849,816             32,849,816
  Accumulated deficit prior to exploration stage                            (33,032,881)           (33,032,881)
  Accumulated deficit during the exploration stage                             (119,172)               (64,743)
                                                                           ------------           ------------
Total stockholders' (deficit)                                                  (282,172)              (227,743)
                                                                           ------------           ------------

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)                              $      2,131           $     18,774
                                                                           ============           ============
</TABLE>


   The accompanying notes are an integral part of these financial statements

                                       14
<PAGE>
                               CAMELOT CORPORATION
                            Statements of Operations
                         (An Exploration Stage Company)

<TABLE>
<CAPTION>
                                                                                    For the period
                                                                                  from June 11, 2010
                                                                                       (date of
                                                                                   exploration stage)
                                            Year Ended           Year Ended             through
                                          April 30, 2012       April 30, 2011       April 30, 2012
                                          --------------       --------------       --------------
<S>                                         <C>                  <C>                  <C>
Revenues                                    $       --           $       --           $       --

OPERATING EXPENSES
  Professional fees                             16,655               57,014               67,733
  Other                                         11,629                6,216               16,633
                                            ----------           ----------           ----------
TOTAL OPERATING EXPENSES                        28,284               63,230               84,366
                                            ----------           ----------           ----------
(LOSS) FROM OPERATIONS                         (28,284)             (63,230)             (84,366)

OTHER INCOME (EXPENSE)
  Interest (expense)                           (10,689)              (9,449)             (19,349)
  Cancellation of Mineral Property             (15,457)                  --              (15,457)
                                            ----------           ----------           ----------
TOTAL OTHER INCOME (EXPENSE)                   (26,146)              (9,449)             (34,806)
                                            ----------           ----------           ----------

NET (LOSS)                                  $  (54,430)          $  (72,679)          $ (119,172)
                                            ==========           ==========           ==========

Loss per share basic and diluted            $    (0.04)          $    (0.04)          $    (0.03)
                                            ==========           ==========           ==========
Weighted average number of
 common shares outstanding
 basic and diluted                           2,006,528            2,006,528            2,006,528
                                            ==========           ==========           ==========
</TABLE>


   The accompanying notes are an integral part of these financial statements

                                       15
<PAGE>
                               CAMELOT CORPORATION
                      Statement of Stockholders' (Deficit)
               For the Period from May 1, 2008 to April 30, 2012

<TABLE>
<CAPTION>
                                                                                           Deficit         Deficit
                                                                                         Accumulated     Accumulated
                                                                          Additional      Prior to         During         Total
                               Preferred Stock         Common Stock         Paid-in      Exploration     Exploration   Stockholders'
                            Shares     Amount      Shares       Amount      Capital         Stage           Stage         Deficit
                            ------     ------      ------       ------      -------         -----           -----         -------
<S>                      <C>          <C>        <C>          <C>         <C>            <C>              <C>           <C>
BALANCE MAY 1, 2008             --    $    --    2,006,528    $  20,065   $32,846,301    $(32,978,602)    $       --    $(112,236)

Net income April 30, 2009       --         --           --           --            --           5,729             --        5,729
                           -------    -------    ---------    ---------   -----------    ------------     ----------    ---------
BALANCE APRIL 30, 2009          --         --    2,006,528       20,065    32,846,301     (32,972,873)            --     (106,507)
                           =======    =======    =========    =========   ===========    ============     ==========    =========
Correction of error
 (Note 7)                       --         --           --           --            --          (8,453)            --       (8,453)
                           -------    -------    ---------    ---------   -----------    ------------     ----------    ---------
Corrected balance,
 April 30, 2009                 --         --    2,006,528       20,065    32,846,301     (32,981,326)            --     (114,960)
                           =======    =======    =========    =========   ===========    ============     ==========    =========

Contributed capital             --         --           --           --         3,515              --             --        3,515

Net loss April 30, 2010         --         --           --           --            --         (43,619)            --      (43,619)
                           -------    -------    ---------    ---------   -----------    ------------     ----------    ---------
BALANCE APRIL 30, 2010          --         --    2,006,528       20,065    32,849,816     (33,024,945)            --     (155,064)
                           =======    =======    =========    =========   ===========    ============     ==========    =========

Net loss April 30,2011                                  --           --            --          (7,936)       (64,742)     (72,678)
                           -------    -------    ---------    ---------   -----------    ------------     ----------    ---------
BALANCE APRIL 30, 2011          --         --    2,006,528       20,065    32,849,816     (33,032,881)       (64,742)    (227,742)
                           =======    =======    =========    =========   ===========    ============     ==========    =========

Net loss April 30,2012                                  --           --            --              --        (54,430)     (54,430)
                           -------    -------    ---------    ---------   -----------    ------------     ----------    ---------

BALANCE APRIL 30, 2012          --    $    --    2,006,528       20,065    32,849,816    $(33,032,881)    $ (119,172)   $(282,172)
                           =======    =======    =========    =========   ===========    ============     ==========    =========
</TABLE>


2,006,528  shares  issued and outstanding at April 30,2011 and 2010


    The accompanying notes are an integral part of these financial statements

                                       16
<PAGE>
                               CAMELOT CORPORATION
                            Statements of Cash Flows
                  (An Exploration Stage Company) For the period

<TABLE>
<CAPTION>
                                                                                                   For the period
                                                                                                 from June 11, 2010
                                                                                                      (date of
                                                                                                  exploration stage)
                                                             Year Ended          Year Ended             through
                                                           April 30, 2012      April 30, 2011       April 30, 2012
                                                             ---------           ---------           ---------
<S>                                                          <C>                 <C>                 <C>
CASH FLOWS  FROM OPERATING ACTIVITIES:
  Net income (loss)                                          $  54,430)          $ (72,679)          $(119,173)
  Adjustments to reconcile net income (loss) to net
   cash used in operating activities
  Changes in operating assets and liabilities:
    Decrease prepaid expense                                        --                 433                 379
    Increase in accrued interest payable                        10,689               9,449              19,349
    Increase  in accounts payable                               12,098              32,714              51,576
                                                             ---------           ---------           ---------
Net cash (used in) operating activities                        (31,643)            (30,083)            (47,869)
                                                             ---------           ---------           ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Mineral rights- leased                                        11,457             (11,457)                 --
                                                             ---------           ---------           ---------
Net cash (used in) investing activities                         11,457             (11,457)                 --
                                                             ---------           ---------           ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Paid in capital                                                   --                  --                  --
  Advances from related party                                   15,000              35,000              50,000
                                                             ---------           ---------           ---------
Net cash provided by financing activities                       15,000              35,000              50,000
                                                             ---------           ---------           ---------

Net increase in cash and  cash equivalents                      (5,186)             (6,540)              2,131
Cash and cash equivalents at beginning of period                 7,317              13,857               7,317
                                                             ---------           ---------           ---------

Cash and cash equivalents at end of period                   $   2,131           $   7,317           $   9,448
                                                             =========           =========           =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

2,006,528 shares issued and outstanding at
April 30, 2012 and 2011
  Interest                                                   $      --           $      --           $      --
                                                             =========           =========           =========
  Income Taxes                                               $      --           $      --           $      --
                                                             =========           =========           =========
</TABLE>


   The accompanying notes are an integral part of these financial statements

                                       17
<PAGE>
                               Camelot Corporation
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                 April 30, 2012


1. OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Camelot  Corporation  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").

A special meeting of  shareholders of Camelot  Corporation was held on Thursday,
April 28,  2011.  At the  special  meeting,  a majority of the  shareholders  of
Camelot  Corporation  approved the adoption of a proposed  Agreement and Plan of
Merger, to reincorporate  Camelot Corporation,  a Colorado corporation ("Camelot
Colorado")  in the State of Nevada by merger with and into a Nevada  corporation
with the name Camelot Corporation  ("Camelot Nevada") (the "Migratory  Merger").
Camelot  Colorado  formed  Camelot  Nevada  expressly  for  the  purpose  of the
Migratory Merger.

On May 23, 2011, FINRA affected the Migratory Merger, and the Agreement and Plan
of Merger became effective resulting in the following:

1. The adoption of the  Articles of  Incorporation  of Camelot  Nevada under the
laws of the state of Nevada as the  Articles of  Incorporation  of the  Company,
pursuant to which there are  150,000,000  shares of  authorized  capital  stock,
consisting of 50,000,000  shares of common stock, par value $0.01 per share (the
"Camelot  Nevada  Common  Stock"),  and  100,000,000  shares  of  "blank  check"
preferred  stock,  par value  $0.01  per  share  (the  "Preferred  Stock").  The
Preferred  Stock may be issued  from time to time in one or more  participating,
optional, or other special rights and qualifications,limitations or restrictions
thereof, as shall be stated in the resolutions adopted by Camelot Nevada's Board
of  Directors  providing  for the  issuance  of such  Preferred  Stock or series
thereof.

2.  The  issued  and  outstanding   shares  of  Camelot  Colorado  Common  Stock
(49,236,106 shares) automatically  converted into the right to receive shares of
Camelot Nevada Common Stock at a ratio of one (1) share of Camelot Nevada Common
Stock for each  twenty-five  (25) shares of Camelot  Colorado  Common Stock held
immediately  prior  to the  effectiveness  of the  Migratory  Merger,  provided,
however,  that holders of Camelot  Colorado  Common  Stock who would  receive at
least one share but fewer than 100 shares of Camelot  Nevada  Common  Stock upon
conversion  were rounded up so that they  received 100 shares of Camelot  Nevada
Common Stock (the "Conversion  Ratio").  No fractional  shares were issued,  and
holders who would  receive less than one share upon  conversion  did not receive
Camelot Nevada Common Stock but will receive a cash  distribution  of One Dollar
($1.00) upon  submission of the  Shareholder  Transmittal  Form  Requesting Cash
Payment for Fractional Shares.

3. The  adoption of the Bylaws of Camelot  Nevada under the laws of the state of
Nevada as the  Bylaws of the  Company.  The  approval  of the  Migratory  Merger
resulted in a total of 2,006,528  shares of common stock issued and  outstanding
at May 23, 2011.

Our plan of  operation  for the next  twelve  months is to secure a property  on
which we will carry out an exploration program.

The Company's fiscal year end is April 30.

                                       18
<PAGE>
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, 2012.

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.

Mineral Property Acquisition and Exploration Costs

The Company has been in the  exploration  stage since June 11, 2010, and has not
yet realized any revenue from its operations. Mineral property acquisition costs
are initially capitalized in accordance with accounting  standards.  The Company
assesses the carrying costs for impairment at each fiscal quarter end. If proven
and probable  reserves are established for a property and it has been determined
that a mineral property can be economically developed, capitalized costs will be
amortized  using the  units-of-production  method over the estimated life of the
probable  reserves.  To date the  Company  has not  established  any  proven  or
probable  reserves  on its mineral  properties.  Mineral  exploration  costs are
expensed as incurred.

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.

                                       19
<PAGE>
Basic and Diluted Earnings (Loss) Per Share

The Company computes  earnings (loss) per share in accordance with ASC 260-10-45
"Earnings  per Share",  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 2011 or 2012, and accordingly,
has not recognized any stock based compensation expense related to options.

Recent Accounting Pronouncements

There were various  accounting  standards and 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,  meets  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 1,710,152 (post-merger basis) shares
of common stock to Jeffrey  Rochlin.  Following  this  transaction  Mr.  Rochlin
controlled  85.23% of the 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 2,006,528 are issued and outstanding.

A special meeting of  shareholders of Camelot  Corporation was held on Thursday,
April 28,  2011.  At the  special  meeting,  a majority of the  shareholders  of
Camelot  Corporation  approved the adoption of a proposed  Agreement and Plan of
Merger, to reincorporate  Camelot Corporation,  a Colorado corporation ("Camelot
Nevada")  in the State of Nevada  by merger  with and into a Nevada  corporation
with the name Camelot Corporation  ("Camelot Nevada") (the "Migratory  Merger").
Camelot  Colorado  formed  Camelot  Nevada  expressly  for  the  purpose  of the
Migratory Merger.

                                       20
<PAGE>
On May 23, 2011, FINRA affected the Migratory Merger, and the Agreement and Plan
of Merger became effective resulting in the following:

1. The adoption of the  Articles of  Incorporation  of Camelot  Nevada under the
laws of the state of Nevada as the  Articles of  Incorporation  of the  Company,
pursuant to which there are  150,000,000  shares of  authorized  capital  stock,
consisting of 50,000,000  shares of common stock, par value $0.01 per share (the
"Camelot  Nevada  Common  Stock"),  and  100,000,000  shares  of  "blank  check"
preferred  stock,  par value  $0.01  per  share  (the  "Preferred  Stock").  The
Preferred  Stock may be issued  from time to time in one or more  participating,
optional, or other special rights and qualifications,limitations or restrictions
thereof, as shall be stated in the resolutions adopted by Camelot Nevada's Board
of  Directors  providing  for the  issuance  of such  Preferred  Stock or series
thereof.

2.  The  issued  and  outstanding   shares  of  Camelot  Colorado  Common  Stock
(49,236,106 shares) automatically  converted into the right to receive shares of
Camelot Nevada Common Stock at a ratio of one (1) share of Camelot Nevada Common
Stock for each  twenty-five  (25) shares of Camelot  Colorado  Common Stock held
immediately  prior  to the  effectiveness  of the  Migratory  Merger,  provided,
however,  that holders of Camelot  Colorado  Common  Stock who would  receive at
least one share but fewer than 100 shares of Camelot  Nevada  Common  Stock upon
conversion  were rounded up so that they  received 100 shares of Camelot  Nevada
Common Stock (the "Conversion  Ratio").  No fractional  shares were issued,  and
holders who would  receive less than one share upon  conversion  did not receive
Camelot Nevada Common Stock but will receive a cash  distribution  of One Dollar
($1.00) upon  submission of the  Shareholder  Transmittal  Form  Requesting Cash
Payment for Fractional Shares.

3. The  adoption of the Bylaws of Camelot  Nevada under the laws of the state of
Nevada as the  Bylaws of the  Company.  The  approval  of the  Migratory  Merger
resulted in a total of 2,006,528  shares of common stock issued and  outstanding
at May 23, 2011.

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, 2012,  there were no preferred stock shares issued
or outstanding.

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
prior deferred tax assets  consisted  entirely of the benefit from net operating
loss (NOL) carryforwards. The net operating loss carryforwards were not used and
as per the Internal  Revenue code are severely  restricted to the Company due to
the recent change in ownership. No tax returns have been filed and all years are
subject to IRS audit. No penalties and/or interest have been accrued.

5. RELATED PARTY TRANSACTIONS

Effective  October 20,  2009,  the Company  gave a demand  promissory  note,  in
exchange  for  payables,  to  Daniel  Wettreich,  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.

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.

Through April 30, 2012, the company's  former President has advanced the Company
$65,025.  The  advances  bear an annual  interest  rate of 6 percent and have no

                                       21
<PAGE>
specific  repayment  terms.  During the year ended  April 30,  2012 the  Company
recorded accrued interest payable of $3,669

6. NOTE PAYABLE

The July 20, 2010 Promissory Note is in the principal amount of $117,000,  bears
an annual  interest  rate of 6 percent,  is due and payable on November 30, 2015
and is  collateralized  by all the assets of the Company.  During the year ended
April 30, 2012 the Company recorded accrued interest payable of $7,020.

7. MINERAL LEASE AGREEMENT

The Company  entered into a mineral lease  agreement with  Timberwolf  Minerals,
Ltd. on June 11, 2010. The cost of the initial lease payment was  capitalized in
accordance  with  accounting  standards.  On  June  8,  2011,  the  Company  and
Timberwolf  entered  into an  Amended  Mineral  Lease  Agreement  (the  "Amended
Lease"). Under the terms of the Lease and the Amended Lease, the Company paid an
annual rental payment of $4,000 on the first  anniversary of the Lease, June 11,
2011, and was obligated to pay to Timberwolf  minimum  subsequent  annual rental
payments as follows:  $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 was able to terminate the lease by giving
Lessor a 30 day written notice.  In November 2011 the Company  determined it was
in its best interests to terminate the lease.  For the year ended April 30, 2012
the Company recorded a loss of $15,457 for the cancellation of the mineral lease
agreement. Our plan of operation for the next twelve months is to secure another
property on which we will carry out a new exploration program.

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 1,710,152 (post-merger
basis) shares of common stock of the Company,  representing approximately 85.53%
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  1,710,152
(post-merger  basis)  shares of common  stock,  or  approximately  85.23% of the
issued and outstanding Common Stock and attained voting control of the Company.

On May 5, 2012,  Andrea  Lucanto  entered into a Stock  Purchase  Agreement with
Jeffrey  Rochlin  pursuant to which Mr. Rochlin sold 1,710,152  shares of Common
Stock of Camelot Corporation,  a Nevada corporation,  representing approximately
85.23% of the total  issued and  outstanding  shares of Common  Stock of Camelot
Corporation, for a total purchase price of $5,000.

Upon the closing of the Stock Purchase Agreement, Ms. Lucanto acquired 1,710,152
shares of Common Stock,  or  approximately  85.23% of the issued and outstanding
Common Stock and attained voting control of Camelot Corporation.

9. SUBSEQUENT EVENTS

On May 3, 2012,  Jeffrey  Rochlin  resigned as sole Officer and sole Director of
the  Company.  Additionally,  effective  May 3, 2012,  Ms.  Andrea  Lucanto  was
appointed sole Officer and sole Director of the Company.

On May 5, 2012,  Andrea  Lucanto  entered into a Stock  Purchase  Agreement with
Jeffrey  Rochlin  pursuant to which Mr. Rochlin sold 1,710,152  shares of Common
Stock of Camelot Corporation,  a Nevada corporation,  representing approximately
85.23% of the total  issued and  outstanding  shares of Common  Stock of Camelot
Corporation, for a total purchase price of $5,000. Upon the closing of the Stock
Purchase  Agreement,  Ms. Lucanto acquired  1,710,152 shares of Common Stock, or
approximately  85.23% of the issued and  outstanding  Common  Stock and attained
voting control of Camelot Corporation.

The Company has evaluated events subsequent to April 30, 2012 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 no subsequent events,
other than noted above,  occurred that require  recognition or disclosure in the
financial statements.

                                       22
<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, 2012.

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, 2012,  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.

Andrea  Lucanto,  our  President,  has  conducted an  assessment of our internal
control over financial reporting as of April 30, 2012.  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, 2012:

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.  The lack of effective controls resulted
in deficient financial reporting which was corrected in the audit process.

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.

                                       23
<PAGE>
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,  2012,  based on Internal  Control over  Financial  Reporting - Guidance for
Smaller Public Companies issued by COSO.

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  consultants as
it  relates  to  new  accounting   principles  and  changes  to  SEC  disclosure
requirements.  The Company has found 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.

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

There were no changes in our internal  control over financial  reporting  during
the period  ended April 30, 2012 that  materially  affected,  or are  reasonably
likely to materially affect, our internal control over financial reporting.

ITEM 9B OTHER INFORMATION

SUBSEQUENT EVENTS

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS;  ELECTION OF DIRECTORS;  APPOINTMENT
OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On May 3, 2012,  Jeffrey  Rochlin  resigned as sole Officer and sole Director of
the  Company.  Additionally,  effective  May 3, 2012,  Ms.  Andrea  Lucanto  was
appointed sole Officer and sole Director of the Company.

Ms.  Lucanto has a  Bachelor's  Degree in Sociology  and  Criminal  Justice from
William  Paterson  University,  Wayne NJ. She has been an  independent  business
consultant  for the past eight  years.  Her  experience  includes  working  with
management  of  privately-held  companies  to maximize  productivity  as well as
general corporate matters. Ms. Lucanto also has experience in various industries
in the areas of marketing, sales and finance. For several years she assisted the
Regional Sales Manager of Washington Mutual Financial Services and most recently
was involved in sales and marketing for a charter jet company in New York.

CHANGE IN CONTROL OF REGISTRANT

On May 5, 2012, Andrea Lucanto (the "Purchaser"),  entered into a Stock Purchase
Agreement (the "Purchase") with Jeffrey Rochlin (the "Seller") pursuant to which
the Seller  sold  1,710,152  shares of Common  Stock of Camelot  Corporation,  a
Nevada  corporation (the "Company"),  representing  approximately  85.23% of the
total issued and outstanding shares of Common Stock of the Company,  for a total
purchase price of $5,000.

Upon the closing of the Purchase,  the Purchaser  acquired  1,710,152  shares of
Common Stock, or approximately 85.23% of the issued and outstanding Common Stock
and attained voting control of the Company.

                                       24
<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 and positions held by
the  directors  and  executive  officers  as of the date of this  Report  are as
follows:

     Name              Age                           Position
     ----              ---                           --------
Andrea Lucanto         40       President, Chief Executive Officer and Director

Ms.  Lucanto has a  Bachelor's  Degree in Sociology  and  Criminal  Justice from
William  Paterson  University,  Wayne NJ. She has been an  independent  business
consultant  for the past eight  years.  Her  experience  includes  working  with
management  of  privately-held  companies  to maximize  productivity  as well as
general corporate matters. Ms. Lucanto also has experience in various industries
in the areas of marketing, sales and finance. For several years she assisted the
Regional Sales Manager of Washington Mutual Financial Services and most recently
was involved in sales and marketing for a charter jet company in New York.

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 who was 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>
Andrea Lucanto,              2012    Nil    Nil     Nil      Nil        Nil            Nil            Nil         Nil
President,  Chief
Executive Officer,
Chairman and Treasurer

Jeffrey Rochlin              2012    Nil    Nil     Nil      Nil        Nil            Nil            Nil         Nil
Former President,  Chief     2011    Nil    Nil     Nil      Nil        Nil            Nil            Nil         Nil
Executive Officer,
Chairman and Treasurer
</TABLE>
                                       25
<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
2,006,528  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
     ----------------                     --------------------         --------
Andrea Lucanto
President, Chief Executive Officer             1,710,152                85.23%

Directors and Executive Officers
 as a Group (1 person)                         1,710,152                85.23%

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 2,006,528 shares of common stock issued
outstanding. There is no preferred stock outstanding.

As of the date of this Report,  there are 410 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.

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<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

Effective  October 20,  2009,  the Company  gave a demand  promissory  note,  in
exchange  for  payables,  to  Daniel  Wettreich,  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.

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.

During the year ended April 30, 2011, the company's  former  president,  Jeffrey
Rochlin, advanced $15,000 to the company, and a total of $65,025 was owed to him
at April 30, 2012. The advances bear an annual  interest rate of six percent and
have no specific  terms of  repayment.  During the year ended April 30, 2012 the
Company recorded accrued interest payable of $3,455.

ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES

During the year ended April 30,  2012,  the total fees billed for  audit-related
services was $12,500, for tax services was $0 and for all other services was $0.

During the year ended April 30,  2011,  the total fees billed for  audit-related
services was $11,500 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         Articles of Incorporation - Nevada (2)
   3.4         By-Laws (2)
   4.1         Specimen common stock certificate (1)
   10.1        Mineral  Lease  Agreement  dated June 11,  2010  between  Camelot
               Corporation and Timberwolf Minerals, Ltd. (3)
   10.2        Amendment to Mineral Lease  Agreement  dated June 8, 2011 between
               Camelot Corporation and Timberwolf Minerals, Ltd. (2)
   16.1        Letter from Comiskey & Co., P.C. dated June 9, 2010 (4)
   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. (3)
   99.2        Blair Junction Summary and Recommendations of Timberwolf Minerals
               Ltd. (3)
   101*        Interactive data files pursuant to Rule 405 of Regulation S-T

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 June 13, 2011.
3.   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.
4.   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.

----------
*    To be filed by amendment

                                       27
<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: August 14, 2012                     By /s/ Andrea Lucanto
                                           ------------------------------------
                                           Andrea Lucanto
                                           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:



/s/ Andrea Lucanto          President, Chief Executive Officer   August 14, 2012
--------------------------- (Principal Executive Officer)
Andrea Lucanto              (Principal Financial and
                            Accounting Officer)

                                       28