U.S SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

For the fiscal year ended April 30, 2004
                          --------------

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

Commission file number  0-8299
                        ------

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

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

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


--------------------------------------------------------------------------------
    (Former Address of Principal Executive Office)                  (Zip Code)

                                 (972) 612-1400
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

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

                                                   Name of Each Exchange
         Title of Each Class                        on Which Registered
         -------------------                        -------------------

                 None                                      None

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

                                   None

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


<PAGE>

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

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

As of July 27,  2004,  the  aggregate  market  value of the voting stock held by
non-affiliates was $60,000.

The number of shares  outstanding  of the  Registrant's  common  stock $0.01 par
value was 6,236,106 at May 31, 2004.


Documents  Incorporated by Reference.

              NONE

                                     PART 1

Item 1.    Business
           --------

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

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

The  Registrant  is one of a number of similar blind pool  companies  affiliated
with Mr. Daniel  Wettreich the President of the Registrant.  The other companies
are as follows:

         Wincroft,  Inc.  ("Wincroft") was organized in the state of Colorado in
         May 1980 as part of a  quasi-reorganization  of  Colspan  Environmental
         Systems,   and  has  made  several   acquisitions  and  divestments  of
         businesses  unrelated  to its present  activities.  It has been a blind
         pool company since April  2000.Mr.  Daniel  Wettreich is a Director and
         President of Wincroft and as at the  financial  year ended March,  2003
         owned 3,576,400 shares representing 80.5% of the issued and outstanding
         common stock of Wincroft.

         Forme Capital, Inc. ("Forme") was incorporated in the state of Delaware
         in December  1986,and has made several  acquisitions and divestments of
         businesses  unrelated  to its present  activities.  It has been a blind
         pool company since April 2000.  Mr. Daniel  Wettreich is a Director and
         President of Forme and as at the financial  year ended April 2003 owned
         2,992,968  shares  representing  98.8% of the  issued  and  outstanding
         common stock of Forme.

<PAGE>

         Malex, Inc. ("Malex") was incorporated in the state of Delaware in June
         1987.  It has been a blind pool company  since  inception.  Mr.  Daniel
         Wettreich is a Director and  President of Malex and as at the financial
         year ended April 2003 owned 7,781,490 shares representing 92.64% of the
         issued and  outstanding  common stock of Malex. He also had an indirect
         interest in 225,000  common  stock of Malex  representing  2.67% of the
         issued and outstanding  common stock of that company.  These shares are
         owned by the wife of Mr. Wettreich and he has disclaimed all beneficial
         interest in these shares.


The  Registrant  has had no success in  finding  companies  with which to merge,
during the past three years.  The basis on which future  decisions to merge with
any blind pool company  associated with Mr.Daniel  Wettreich will be the opinion
of Mr.Wettreich regarding primarily the quality of the businesses that are to be
merged and their  potential for future  growth,the  quality of the management of
the  to  be  merged  entities,  and  the  benefits  that  could  accrue  to  the
shareholders of the blind pool company if the merger  occured.  The selection of
which blind pool company affiliated with Mr. Wettreich will be used for a merger
in a given  transaction is arbitrary and is partly dependent on which blind pool
company is of interest to the potential  merger  partner.  The Registrant has no
particular  advantage  as a blind pool company over any other blind pool company
affiliated with Mr. Wettreich,  and there can be no guarantee that a merger will
take place,  or if a merger does take place that such merger will be  successful
or be beneficial to the stockholders of the Registrant.


Discontinued Activities - Acquisition and Divestment History

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

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

<PAGE>

The Company made other acquisitions as follows:

        Date                 Name                    Business            Cost
   --------------   ------------------------   ---------------------   --------

   March 1991       Vesta Land Title Company   Titles                  $120,000
   July 1991        Business Investigations    Investigations          $312,231
   July 1992        McKee-Blanchard            Appraisals              $ 32,203
   September 1992   First Appraisal Group      Appraisals              $ 15,000
   June 1994        Maxmedia Distributing      Software Distribution   $168,500

These companies  ceased doing business in July 1994,  July 1994,  November 1993,
November 1993, and May 1995, respectively.

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

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

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

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

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

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

<PAGE>

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

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

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

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

Employees

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


Item 2.    Properties
           ----------

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

<PAGE>

Item 3.    Legal Proceedings
           -----------------

Registrant has received a decision from the  Comptroller  of Public  Accounts of
the State of Texas  relating to a  Franchise  Tax  determination  for the period
1/1/96 through 12/31/98. The Comptroller's decision became due October 17, 2001,
and  following an Order  Denying  Motion for  Rehearing,  such  decision  became
effective on November 26, 2001. Registrant has consequently become liable in the
amount of  $78,542.65  and  additional  interest  will  accrue at $17.12 per day
through the date of payment.

Registrant  has been  advised  that a Notice of Filing of  Petition  to Register
Foreign  Judgment is being made to  domesticate in the State of Texas a judgment
obtained  Re: The Audio  Visual  Group dba AIMS  Media v Goldstar  Entertainment
Video  Corporation,  etc. et al. No further  information  has been obtained with
regard to this Notice, however should such petition be successful Registrant may
become liable in the amount of $550,000.

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

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

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

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

                                     Part II
                                     -------

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

The Company's common stock trades on the OTC Bulletin Board. The following table
sets forth the  quarterly  high and low prices of the common  stock for the last
two years. They reflect inter-dealer prices,  without retail mark-up,  mark-down
or commission, and may not necessarily represent actual transactions

             2004                                    High              Low
             ----                                    ----              ---

             First         July 31, 2003             0.01              0.01
             Second        October 31, 2003          0.01              0.01
             Third         January 31, 2003          0.01              0.01
             Fourth        April 30, 2004            0.01              0.01



             2003
             ----

             First         July 31, 2002             0.01              0.01
             Second        October 31, 2002          0.01              0.01
             Third         January 31, 2003          0.01              0.01
             Fourth        April 30, 2003            0.01              0.01


As of July 27, 2004, the Company had approximately  1,275 shareholders of record
of Company's  common stock.  No dividends have been declared on the stock in the
last two fiscal years and the Board of Directors  does not  presently  intend to
pay dividends in the near future.

<PAGE>

Item 6.    Management Discussion and Analysis
           ----------------------------------

2004

The Company's revenue for the period ended April 30, 2003 was $-0- compared with
$0 for the previous  period.  Net loss for the period was $7,250 compared with a
loss for the  previous  year of  $8,725.  The  losses  for  2004  and 2003  were
primarily  due to accrued  franchise  taxes  following  from a decision from the
Comptroller of Public Accounts of the State of Texas.

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

2003

The Company's revenue for the period ended April 30, 2003 was $-0- compared with
$0 for the previous  period.  Net loss for the period was $8,725 compared with a
loss of $81,198. The loss was primarily due to accrued franchise taxes following
from a decision from the Comptroller of Public Accounts of the State of Texas.

The consolidated balance sheets for the period show total assets of $90 compared
with $1,288 for the previous period.

2002

The Company's revenue for the period ended April 30, 2002 was $-0- compared with
$0 for the previous period.  Net loss for the period was $81,198 compared with a
profit  of  $34,196.  The loss was  primarily  due to  accrued  franchise  taxes
following from a decision from the  Comptroller of Public  Accounts of the State
of Texas.

The consolidated balance sheets for the period show total assets of $90 compared
with $1,288 for the previous period.

Liquidity and Capital Resources

2004

Net cash used in operating activities for the period ended April 30, 2004 was $0
compared with $0 in 2003. Net cash used by investing  activities was $0 compared
with $0 in 2003. Net cash provided by financing  activities was $0 compared with
$0 in 2003. Cash of $90 compared with $90 in 2003.

2003

Net cash used in operating activities for the period ended April 30, 2003 was $0
compared with  $(1,198) in 2002.  Net cash used by investing  activities  was $0
compared  with $0 in 2002.  Net cash  provided by  financing  activities  was $0
compared with $0 in 2002. Cash of $90 compared with $90 in 2002.

2002

Net cash used in  operating  activities  for the period ended April 30, 2002 was
$(1,198)  compared with $(2,467) in 2001. Net cash used by investing  activities
was $0 compared with $0 in 2001.  Net cash provided by financing  activities was
$0 compared with $0 in 2001. Cash of $90 compared with $1,288 in 2001.

<PAGE>

Item 7.    Financial Statement
           -------------------

Index to Financial Statements                                         Page
                                                                      ----

Report of Independent Auditors                                        F-1

Financial Statements
         Balance Sheet - April 30, 2004                               F-2

         Statements of Operations and
               for the years ended April 30, 2004 and 2003            F-3

         Statements of Stockholders' Equity for the
                 years ended April 30, 2004 and 2003                  F-4

         Statements of Cash Flows for the years ended
                 April 30, 2004 and 2003                              F-5

         Notes to Financial Statements                                F-6 to F-9


<PAGE>

                           Larry O'Donnell, CPA, P.C.

Telephone (303) 745-4545                                2228 South Fraser Street
                                                                          Unit 1
                                                          Aurora, Colorado 80014


                          REPORT OF INDEPENDENT AUDITOR

Board of Directors and Stockholders
Camelot Corporation

I have audited the accompanying balance sheet of Camelot Corporation as of April
30, 2004 and the related statements of operations, accumulated deficit, and cash
flows  for  the  two  years  then  ended.  These  financial  statements  are the
responsibility of the Company's  management.  My responsibility is to express an
opinion on these financial statements based on my audit

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Camelot Corporation as of April 30,
2004, and the results of their operations and their  consolidated cash flows for
the years ended April 30, 2004 and 2003, in conformity  with generally  accepted
accounting principles in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 4 to the
financial   statements,   the  Company's   significant  operating  losses  raise
substantial  doubt  about  its  ability  to  continue  as a going  concern.  The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


Larry O'Donnell, CPA, PC
July 26, 2004




                                      F-1
<PAGE>


                               CAMELOT CORPORATION
                                  Balance Sheet
                                 April 30, 2004

                                     ASSETS

CURRENT ASSETS
 Cash and cash equivalents                                   $         90
                                                             ------------

     Total current assets                                    $         90
                                                             ------------


                                                             $         90
                                                             ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts payable                                            $      4,561
 Franchise tax payable                                             92,600
                                                             ------------

     Total current liabilities                               $     97,161
                                                             ------------

STOCKHOLDERS' EQUITY
 Common stock, $.01 par value, 50,000,000 shares
  authorized, 6,236,106 shares issued and outstanding              62,361
 Preferred stock, $.01 par value, 100,000,000 shares
  authorized, no shares issued
  and outstanding
 Additional paid-in capital                                    35,611,950
 Accumulated deficit                                          (32,934,685)
 Less treasury stock at cost, 29,245 shares                    (2,836,697)
                                                             ------------

     Total stockholders' equity                                   (97,071)
                                                             ------------

                                                             $         90
                                                             ============





                 See accompanying notes to financial statements
                                       F-2
<PAGE>



                               CAMELOT CORPORATION
                            Statements of Operations
                              Years Ended April 30,

                                                 2004           2003
                                             -----------    -----------

REVENUES                                     $      --      $      --

OPERATING EXPENSES
     General and administrative                      950          2,425
     Franchise taxes                               6,300          6,300
                                             -----------    -----------

     Total costs and expenses                      7,250          8,725




NET INCOME (LOSS)                            $    (7,250)   $    (8,725)
                                             ===========    ===========

INCOME (LOSS) PER SHARE                      $     (.001)   $     (.012)
                                             ===========    ===========


Weighted average number of common stock
 and common stock equivalent shares            6,236,106      6,236,106















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

                               CAMELOT COPORATION
                        Statements of Accumulated Deficit
                              Years Ended April 30,

                                               2004            2003
                                               ----            ----

Balance, May 1                            $(32,927,435)   $(32,918,710)

Net income (loss)                               (7,250)         (8,725)
                                          ------------    ------------

Balance, April 30                         $(32,934,685)   $(32,927,435)
                                          ============    ============













                  See accompanying notes to financial statement
                                       F-4
<PAGE>
<TABLE>
<CAPTION>

                               CAMELOT CORPORATION
                            Statements of Cash Flows
                              Years Ended April 30,
                                                                                     2004         2003
<S>                                                                                <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

    Net Income (Loss)                                                              $  (7,250)   $  (8,725)

    Adjustments to reconcile net  loss to net cash used in operating activities:
     Increase (decrease) in:
     Accounts payable and accrued expenses                                             7,250        8,725
                                                                                   ---------    ---------


Net cash used in operating activities                                                   --           --

CASH FLOW FROM INVESTING ACTIVITIES:
  Net cash provided by (used in) investing activities                                   --           --
                                                                                   ---------    ---------


CASH FLOWS FROM FINANCING ACTIVITIES:
  Net  cash provided by (used in) financing  activities                                 --           --
                                                                                   ---------    ---------


NET INCREASE (DECREASE) IN CASH                                                         --           --


Cash at beginning of year                                                                 90           90
                                                                                   ---------    ---------

Cash at ending of year                                                             $      90    $      90
                                                                                   =========    =========

</TABLE>

                 See accompanying notes to financial statements
                                       F-5
<PAGE>

                               CAMELOT CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Business Activity and Principles of Consolidation

     The  Company  is now  inactive  and all  its  operating  subsidiaries  have
     discontinued operations.  The Company was primarily engaged in research and
     development of Internet software and hardware and the retailing of computer
     software over the Internet.  Discontinued  operations of subsidiaries  were
     involved in selling software  products through retail stores located in the
     Dallas metroplex,  the provision of internet services,  video marketing and
     distribution,  financial  services,  real estate  rentals,  and oil and gas
     development.

     Cash and Cash Equivalents

     The  Company   considers  all  highly  liquid   investments  with  original
     maturities of three months or less to be cash equivalents. Cash equivalents
     are composed primarily of investments in a money market account.

     Income (Loss) Per Share

     Income  (Loss) per common  share is computed  on the basis of the  weighted
     average number of common shares outstanding during the respective  periods.
     Outstanding stock warrants,  options and preferred shares are excluded from
     the computations, as their effect would be anti-dilutive.


     Income Taxes

     Deferred income taxes are determined using the liability method under which
     deferred tax assets and liabilities are determined  based upon  differences
     between financial and tax basis of assets and liabilities.


     Fair Value of Financial Instruments

     Fair value of  financial  instruments  are  estimated  to  approximate  the
     related book value, unless otherwise indicated, based on market information
     available to the Company.



                                       F-6
<PAGE>

     Impairment of Long-Lived Assets

     Impairment   losses  are   recorded  on   long-lived   assets  and  certain
     identifiable  intangible assets held and used in operations whenever events
     or changes in  circumstances  indicate that the carrying amount of an asset
     may not be recoverable.

     Use of Estimates

     In preparing  financial  statements in conformity  with generally  accepted
     accounting  principles,  management  is  required  to  make  estimates  and
     assumptions that affect the reported amounts of assets and liabilities, the
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements,  and the  reported  amounts of revenues and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.


2.   INCOME TAXES

     The Company had no current State or Federal  income tax expense for each of
     the years ended April 30, 2004 and 2003.

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

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

     The  components  of deferred  taxes at April 30,  2004 in the  accompanying
     balance sheet is summarized below:

     Note receivable allowance                                     680,000
     Capital loss carryforward                                      32,000
     Net operating loss carryforward                            11,900,000
       Less valuation allowance                                (12,900,000)
                                                               -----------
       Deferred tax asset-net                                  $         -

      At April 30, 2004,  the Company has  approximately  $26,000,000  of unused
Federal net operating loss carryforwards, which expire in the years 2003 through
2013.

                                       F-7
<PAGE>

     Approximately  $640,000 of the net  operating  loss  carryforwards  for tax
     purposes are limited due to statutory  changes in the tax law in connection
     with the change in more than 50% ownership of the Company in 1988.  Because
     of statutory  requirements  in the law,  that portion of the net  operating
     loss carryforward applicable to the period prior to the ownership change is
     limited to use of approximately  $35,800 per year until it expires.  As the
     net operating losses expire,  at a minimum,  approximately  $425,000 of the
     tax net operating loss carryforward will not be available for the Company's
     future use.

3.   STOCKHOLDERS' EQUITY

     Preferred Stock

     The Company has 100,000,000  authorized  shares of $.01 par value preferred
     stock with rights and  preferences  as designated by the board of directors
     at the time of issuance.  The Company has the following series of preferred
     stock issued and outstanding at April 30, 2004:

     Number of Shares

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

     Series E preferred  shares are  entitled to receive a  cumulative  dividend
     equivalent to $1,600 per month.

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

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

                                       F-8
<PAGE>

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

4.   CONTINGENCIES

     Litigation

     The  Company is liable for Texas  state  franchise  taxes of  approximately
     $80,000.

     Also,  the Company has been  advised that a Notice of Filing of Petition to
     Register  Foreign  Judgment  is being made to  domesticate  in the State of
     Texas a judgment obtained regarding The Audio Visual Group dba AIMS Media v
     Goldstar   Entertainment   Video  Corporation.   Should  such  petition  be
     successful, the Company may become liable in the amount of $550,000.

     Going Concern

     The accompanying  financial statements have been prepared assuming that the
     company will  continue as a going  concern.  The company has had  recurring
     operating losses for the past several years and is dependent upon financing
     to  continue  operations.  The  financial  statements  do not  include  any
     adjustments that might result from the outcome of this  uncertainty.  It is
     management's plan to find an operating company to merge with, thus creating
     necessary operating revenue.






                                      F-9
<PAGE>

Item 8.    Disagreements on Accounting and Financial Disclosure
           ----------------------------------------------------

During the past three years, there were no disagreements between the Company and
the  auditors  regarding  any  matter of  accounting  principles  or  practices,
financial statement disclosure, or auditing scope or procedure.

                                    PART III

Item 9.    Directors and Executive Officers of the Registrant
           --------------------------------------------------

The following  persons serve as directors  and/or  officers of the Company as of
July 28, 2003:

Name                 Age     Position       Period Served          Term Expires
----                 ---     --------       -------------          ------------

Daniel Wettreich     52      Chairman,      September 16, 1988     Next Annual
                             President,                            Meeting
                             Director

Allan S. Wolfe       72      Director       May 24, 1993           Next Annual
                                                                   Meeting

Daniel Wettreich
----------------

Daniel  Wettreich  is  Chairman,  President  and  Director of the Company  since
September 1988.  Additionally,  he currently  holds  directors  positions in the
following public companies: Forme Capital, Inc., Wincroft, Inc., and Malex, Inc.
which are dormant companies seeking merger opportunities.

Allan S. Wolfe
--------------

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


Item 10.   Executive Compensation
           ----------------------

The  following  table lists all cash  compensation  exceeding  $100,000  paid to
Company's  executive officers for services rendered in all capacities during the
fiscal year ended April 30, 2003.  No bonuses  were granted to any officer,  nor
was any compensation deferred.

<PAGE>
<TABLE>
<CAPTION>

SUMMARY COMPENSATION TABLE

=================================================================================

                                                               Restricted
Name and Principal                              Other Annual     Stock     Option
       Position         Year   Salary   Bonus   Compensation    Award(s)    SARs
---------------------- ------ -------- ------- -------------- ------------ ------
<S>                    <C>    <C>      <C>     <C>            <C>          <C>
Daniel Wettreich        2004      -       -           -            -          -
Chairman and CEO        2003      -       -           -            -          -
                        2002      -       -           -            -          -
====================== ====== ======== ======= ============== ============ ======

</TABLE>

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

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

Item 11.   Security Ownership of Certain Beneficial Owners and Management
           --------------------------------------------------------------

The  following  table sets forth as of June 17,  2004  information  known to the
management of the Company concerning the beneficial ownership of Common Stock by
(a) each person who is known by the Company to be the  beneficial  owner of more
than five percent of the shares of Common Stock  outstanding,  (b) each director
at that time, of the Company  (including  principal  directors of  subsidiaries)
owning  Common  Stock,  and  (c)  all  directors  and  officers  of the  Company
(including principal directors of subsidiaries) as a group (2 persons).

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

Daniel Wettreich                               0                         *
18170 Hillcrest Road, Suite 100
Dallas, Texas 75248

Allan Wolfe                               10,250 (1)                     *
112 Riverway Place,
Bedford, NH 03110

All Officers and Directors                10,250 (1)                     *
as a group (2 persons)

* Under 0.1%


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


<PAGE>

Item 12.   Certain Relationships and Related Transactions
           ----------------------------------------------

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

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

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

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

During  fiscal 1998 and 1997,  Company  received  dividend  payments  from Forme
Capital,  Inc.,  Preferred Shares Series C in the amount of $46,657 for 1998 and
$46,657 for 1997.

On January 17, 1996, the Company's  disinterested  directors  approved a secured
loan to the Corporate  Secretary in the amount of $75,156 to exercise options to
purchase  Company stock.  This loan bears  interest at a rate 6% per annum.  The
Company agreed to accept Company stock in settlement of the loan.

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

On  September  25, 1996 the  Company's  disinterested  directors  approved a non
recourse  secured  loan  to the  President  of the  Company  in  the  amount  of
$1,800,000.  This loan  bears  interest  at a rate of 6% per  annum.  During the
quarter  ended  January 31, 2002 the Company  extinguished  as paid in full this
non-recourse  loan by the transfer to the Company as treasury stock of 1,345,295
Preferred Stock Series J of the Company, such preferred shares being transferred
to the Registrant as substitution for and in lieu of the original  collateral of
a Pledge  Agreement  securing such  non-recourse  loan which was secured only on
36,250  post-reverse  split common shares of the Registrant,  and which had been
subsequently written off by the Company as uncollectable.

<PAGE>

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

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

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

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

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

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

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

<PAGE>

On February 23, 2003 the Board of Registrant  determined that in order to pursue
a merger  transaction  it was in  Registrant's  interest  to present a corporate
structure  and financial  statement  structure  that would be most  conducive to
effecting such a merger transaction,  and that as Registrant was still the owner
of 700,000 shares in Wincroft,  Inc, a company  affiliated with the President of
Registrant,  which shares have been  written  down to nil value in  Registrant's
books for several years,  Registrant  transfered for nil  consideration  all the
shares of Wincroft,Inc owned by Registrant to Wincroft, Inc as Treasury shares.


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



                                     PART IV

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

(a) (1) The following  financial  statements are included herein for fiscal year
ended April 30, 2004.

Index to Consolidated Financial Statements                      Page
                                                                ----

Report of Independent Auditors - 2003 and 2002                  F-1
Consolidated Financial Statements
   Balance Sheet - April 30, 2003                               F-2

   Statements of Operations and Other Comprehensive Income
           for the years ended April 30, 2003 and 2002          F-3

   Statements of Stockholders' Equity for the
           years ended April 30, 2003 and 2002                  F-4

   Statements of Cash Flows for the years ended
           April 30, 2003 and 2002                              F-5 and F-6

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

(a) (2)        Consolidated Schedule                               -
(a) (3)        Exhibits included herein:

<PAGE>

3(a)                                 Articles of  Incorporation  Incorporated by
                                     reference to Form 10 Registration Statement
                                     filed on June 23, 1976.

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

       22(a)   Subsidiaries          NONE

(7)     Reports on Form 8-K:  Report on February 27, 2003 reporting Item 5.




ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

General.  Larry O'Donnell,  CPA, P.C.  ("O'Donnell") is the Company's  principal
auditing  accountant  firm.  The  Company's  Board of Directors  has  considered
whether  the  provision  of  audit  services  is  compatible  with   maintaining
O'Donnell's independence.

Audit Fees. O'Donnell billed for the following professional services:
$950 for the audit of the annual  financial  statement  of the  Company  for the
fiscal year ended April 30, 2004.



<PAGE>

                                   SIGNATURES
                                   ----------

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

CAMELOT CORPORATION
-------------------
(Company)

By:   /s/ Daniel Wettreich
      --------------------
      President

Date: July 28, 2004
      -------------

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


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

Date: July 28, 2004
      -------------


By:   /s/Allan Wolfe
      --------------
      Director

Date: July 28, 2004
      -------------