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, 2000

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

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

                                                  Name of Each Exchange
               Title of Each Class                on Which Registered

                      None                                  None


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

                                      None

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

          Check  if there is no disclosure of delinquent filers in response





           to  Item 405  of  Regulation  S-B  contained in this form,   and
           no   disclosure    will    be  contained,    to    the  best  of
          registrant's knowledge,   in a  definitive  proxy or  information
          statements incorporated by reference in Part III of this Form 10-
          KSB or any amendment to this Form 10-KSB.  [x]Yes  [  ] No
          <PAGE>
          Issuer's revenues for its most recent fiscal year is $    -    .

          As of July  27, 2000, 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 6,293,740 at July 27, 2000.


          Documents  Incorporated by Reference.

                        NONE

                                       PART 1

          Item 1.   Business

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

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

          Discontinued Activities - Acquisition and Divestment History

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

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

          The Company made other acquisitions as follows:

                    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
          #5,000,000 of loan  stock which was  subsequently converted  into
          Meteor  shares.     In   November   1996  Registrant   sold   the
          international DigiPhone rights <PAGE>

          to Meteor for  #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 is a  director
          of Adina  and did  not participate  in  any directors'  votes  in
          relation to this transaction.

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

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

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

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

          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.
          <PAGE>

          Item 2.        Properties


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

          Item 3.   Legal Proceedings

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

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

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

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

                                       Part II

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

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

                                                       High      Low


               2000

                    First          July 31, 1999       0.01      0.01
                    Second         October 31, 1999    0.01      0.01
                    Third          January 31, 2000    0.01      0.01
                    Fourth         April 30, 2000      0.01      0.01

               1999

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

          As  of  July  27,  2000,  the  Company  had  approximately  1,175
          shareholders of  record of Company's common stock.  No  dividends
          have been declared on the stock in the last two fiscal years  and
          the Board of Directors does not presently intend to pay dividends
          in the near future.
          <PAGE>

          Item 6.        Management Discussion and Analysis

          2000

          The Company's  revenue for the  period ended April 30, 2000   was
          $0 compared with $0 in the  comparable period.  Net loss for  the
          three month period  was $508,840 compared   with a  loss for  the
          previous year  of  $994,305.   The loss  was   due  to  a   write
          off  of  accounts receivable,  and to the cancellation of a  note
          in exchange for Wincroft stock previously  sold in  consideration
          for  such note.   The Wincroft  stock was written down to nil  to
          reflect market value.  Further a loss was incurred from  the sale
          of Forme Capital preferred   stock to Forme  for par value.   The
          company is now inactive.

          The consolidated   balance sheets  for the   period  show total
          assets of  $3,631  compared  with  $586,315  for  the  comparable
          period.

          1999

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

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

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

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

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

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

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

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

          Liquidity and Capital Resources

          2000

          Net cash used in operating activities for the period ended  April
          30, 2000  was  $(2,292) compared  with  $(148,299)  in 1999.  Net
          cash  used by investing activities   was $0 compared with  $1,000
          in 1999.    Net  cash provided by   financing  activities was  $0
          compared with  $(4,800)  in 1999.  Cash  of $3,631 compared  with
          $666 at April 30, 1999.

          1999

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

          The  Company  does  not have any plans for capital  expenditures.
           The Company  has  negligible cash resources and will  experience
           liquidity problems over the next twelve  months due to its  lack
          of revenue  unless it   is    able to  raise funds  from  outside
          sources. There are  no   known trends,  demands, commitments,  or
          events that would  result in or   that is   reasonably likely  to
          result in the Company's liquidity  increasing or decreasing in  a
          material way.

          Item 7.        Financial Statement and Supplementary Data

          Index to Consolidated Financial Statements        Page

          Report of Independent Auditors                    F-1

          Consolidated Financial Statements
               Balance Sheet - April 30, 2000               F-2

               Statements of Operations and Other
                Comprehensive Income
                for the years ended April 30, 2000 and 1999 F-3

               Statements of Stockholders' Equity for the
                   years ended April 30, 2000 and 1999      F-4

               Statements of Cash Flows for the years ended
                   April 30, 2000 and 1999                  F-5 and
                                                            F-6

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

           <PAGE>

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

                                    REPORT OF INDEPENDENT AUDITOR

          Board of Directors and Stockholders
          Camelot Corporation and Subsidiaries

          I  have  audited the accompanying consolidated balance sheet of
          Camelot Corporation  and   Subsidiaries  as    of April    30,
          2000  and   the   related consolidated statements of  operations,
          stockholders' equity, and  cash  flows  for    the   two years
          then    ended.       These  financial     statements    are   the
          responsibility    of       the      Company's  management.     My
          responsibility  is   to express  an  opinion on these   financial
          statements  based  on my  audit

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

          In  my  opinion,  the  financial statements  referred to  above
          present fairly,   in all material  respects,   the consolidated
          financial   position of  Camelot Corporation and Subsidiaries  as
          of April  30,  2000,  and the  consolidated  results    of  their
          operations and  their  consolidated  cash flows  for  the   years
          ended  April  30, 2000 and 1999,  in  conformity with generally
          accepted   accounting principles.

          The accompanying financial statements have been prepared assuming
          that the Company will continue as a going concern.  As  discussed
          in Note 10 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

          May 8, 2000
          <PAGE>

                        CAMELOT CORPORATION AND SUBSIDIARIES
                             Consolidated Balance Sheet
                                   April 30, 2000
          <TABLE>
          <S>                                               <C>

                                       ASSETS

          CURRENT ASSETS
           Cash and cash equivalents                    $   3,755

               Total current assets                     $   3,755


                                                        $   3,755

                        LIABILITIES AND STOCKHOLDERS' EQUITY

          CURRENT LIABILITIES
           Accounts payable                             $  37,849

               Total current liabilities                $  37,849

          STOCKHOLDERS' EQUITY
           Common stock, $.01 par value, 50,000,000 shares
            authorized, 6,293,740 shares issued and
            outstanding                                    62,937
           Preferred stock, $.01 par value, 100,000,000 shares
            authorized, 1,345,305 shares issued
            and outstanding                                13,453
           Additional paid-in capital                  35,597,921
           Accumulated deficit                       (32,871,708)
           Less treasury stock at cost,
              29,245 shares                            (2,836,697)

               Total stockholders' equity                (34,094)

                                                       $    3,755
          </TABLE>












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




                        CAMELOT CORPORATION AND SUBSIDIARIES
                        Consolidated Statements of Operations
                                Years Ended April 30,
          <TABLE>
          <S>                                          <C>            <C>
                                                       2000           1999

            REVENUES                               $        -      $       -
            OPERATING EXPENSES

               General and administrative               8,484         59,498

               Total costs and expenses                 8,484         59,498

            LOSS FROM OPERATIONS                       (8,484)     (59,498)

            OTHER INCOME (EXPENSE)
               Interest and miscellaneous               5,912          3,282
               Loss on investment in affiliate       (525,536)        (83,388)
               Note receivable allowance              (92,300)
               Realized gain (loss) on sale of
                  marketable securities                           (851,419)

                Total other income (expense)        (611,924)     (934,807)

            NET LOSS                               (620,408)      (994,305)

          DIVIDENDS ON PREFERRED STOCK                             (4,800)

            TOTAL COMPREHENSIVE INCOME ATTRIBUTAL
                      TO COMMON STOCKHOLDERS        $ (620,408)$ (999,105)



              INCOME (LOSS) PER SHARE:
                Income (loss) from continuing
                  operations                        $  (.098)  $  (.188)
                Dividends on preferred stock           (.000)     (.000)
                Net Loss
                Net loss attributable to
                        common stockholders         $  (.098)  $  (.188)


            Weighted average number of common stock
                and common stock equivalent shares    6,293,740  5,308,453
          </TABLE>
             See accompanying notes to consolidated financial statements
                                         F-3

          <PAGE>

                         CAMELOT CORPORATION AND SUBSIDIARIES
                   Consolidated Statements of Stockholders' Equity
               For the Period from May 1, 1998 through April 30, 2000
          <TABLE>
          <S>                   <C>     <C>       <C>       <C>       <C>

                              Common    Common   Preferred Preferred  Additional
                               Stock    Stock      Stock     Stock      Paid in
                              Shares    Amount    Shares     Amount     Capital
                 Balance at  1,784,200   17,842  1,453,400    14,534   35,768,983
                 April 30,
                 1998

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

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

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

                 Cancellati
                 on of
                 Common
                 Stock
                 subscripti
                 on for
                 treasury
                 stock

                 Change in
                 unrealized
                 loss on
                 available
                 for sale
                 securities

                 Preferred
                 Stock                                                    (4,800)
                 dividends
                 to related
                 party

                 Net Loss               _______    _______   _______  ___________

                 Balance at  6,293,740  $62,937  1,345,305   $13,453  $35,597,921
                 April 30,
                 1999
                              ________ _______   _________  ________   __________
                                              _
                 Balance at  6,293,740  $62,937  1,345,305   $13,453  $35,597,921
                 April 30,
                 2000
                               =======   ======   ========   =======    =========

             See accompanying notes to consolidated financial statements
                                         F-4

                               Accumulated     Treasury       Stock          Total
                                 Deficit        Stock      Subscription  Stockholders'
                                                            Receivable       Equity
                                                                           (Deficit)
                 Balance at    (31,256,995)   (2,755,638)      (81,059)      1,707,667
                 April 30,
                 1998

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

                 Adjustment
                 to correct
                 shares

                 Issuance of
                 Common                                                          2,752
                 Stock for
                 services

                 Cancellatio
                 n of Common
                 Stock                           (81,059)        81,059
                 subscriptio
                 n for
                 treasury
                 stock

                 Change in
                 unrealized
                 loss on
                 available
                 for sale
                 securities

                 Preferred
                 Stock                                                         (4,800)
                 dividends
                 to related
                 party

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

                 Balance at   $(32,251,300)  $(2,836,697)             -       $586,314
                 April 30,
                 1999
                                (620,408 )     __________      ________      (620,408)

                 Balance at   $(32,871,708)  $(2,836,697)                    $(34,094)
                 April 30,
                 2000
                                  =========      ========     =========       ======
          </TABLE>
          <PAGE>

                        CAMELOT CORPORATION AND SUBSIDIARIES
                        Consolidated Statements of Cash Flows
                                Years Ended April 30,
          <TABLE>
          <S>                                          <C>       <C>
                                                    2000           1999

          CASH FLOWS FROM OPERATING ACTIVITIES:

              Net (Loss)                          $(620,408)   $(994,305)


             Adjustments to  reconcile  net   loss  to  net  cash  used  in
          operating activities:
             Non  cash transactions for services                  4,415
             Loss on disposal of securities          525,536    931,807

             Provision for inventory obsolescence                50,000
             Note receivable allowance                92,300

             Change in assets and liabilities
               Accounts receivable                  10,000      32,356

               Prepaid expenses                                 40,486

               Accounts payable and accrued
                 expenses                          (9,720)   (213,058)


          Net cash used in operating activities    (2,292)   (148,299)

          CASH FLOW FROM INVESTING ACTIVITIES:
            Proceeds from sale of securities      5,381        1,000

          Net cash provided by (used in)
             investing activities                 5,381        1,000

          CASH FLOWS FROM FINANCING ACTIVITIES:
            Dividends paid                                    (4,800)

            Net  cash provided by (used in)
               financing  activities              (4,800)      (4,800)


          NET INCREASE (DECREASE) IN CASH          3,089       (152,099)


          Cash at beginning of year                  666     152,765


          Cash at ending of year                  $3,755        $666

          </TABLE>







             See accompanying notes to consolidated financial statements
                                         F-5
          <PAGE>
                        CAMELOT CORPORATION AND SUBSIDIARIES
                  Consolidated Statements of Cash Flows (Continued)
                                Years Ended April 30,

                                                2000            1999
               Supplemental information:
                  Cash  paid for interest         $     -   $      -
                  Cash  paid for income taxes     $     -   $      -

               NONCASH INVESTING AND FINANCING ACTIVITIES

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

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

          During the nine months ended January  31, 2000 the Company  wrote
          off 700,000 shares of Wincroft, Inc. received in cancellation  of
          a demand note from a company affiliated with the President of the
          Company totaling $86,500.








             See accompanying notes to consolidated financial statements
                                         F-6
          <PAGE>



                        CAMELOT CORPORATION AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            Business Activity and Principles of Consolidation

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

            Cash and Cash Equivalents

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

            Inventories

            Inventories of computer  software held for resale, are stated
            at  the lower of  cost  or market  using the weighted   average
             cost  method.  An allowance   for  inventory  obsolescence  is
            maintained   to provide   for  an  estimate of inventory  items
            that have declined in value.

            Property and Equipment

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



                                         F-7
          <PAGE>

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

            Loss Per Share

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

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

            Income Taxes

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

            Fair Value of Financial Instruments

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

            Impairment of Long-Lived Assets

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

            Use of Estimates

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



                                         F-8
          <PAGE>

          2.   ACCOUNTS RECEIVABLE AND CREDIT RISK

            The  Company's  trade   receivables at April 30, 2000 and  1999
            are primarily   due   from  an ex-employee  unsecured loan  and
            from  major  computer software  distributors.      The  Company
            believes it is not exposed to significant credit risk.

          3.   INVENTORIES

            Included  in the  accompanying April 30, 1998 balance sheet  is
            inventory   of computer software   at  a   carrying  value   of
            $50,000  which     was  management's    estimate  of  its   net
            realizable  value. At  April 30,  1999,  the entire  amount  of
            unsold inventory was written off.


          4.   NOTE RECEIVABLE-RELATED PARTY

            During fiscal 1999,  the Company sold shares of Wincroft,  Inc.
            to a Company affiliated with the President and Chief  Executive
            Officer.   The  note  is unsecured,  due  on demand  and  bears
            interest at 6%. The note was written off during fiscal 2000.

          5.   INVESTMENT IN AFFILIATE

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

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

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






                                         F-9
          <PAGE>

          6.  INCOME TAXES

            The  Company  had no    current  State or  Federal  income  tax
            expense for each of the  years ended April 30, 2000 and 1999.

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

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

            The   components   of  deferred  taxes at  April  30, in    the
            accompanying balance sheets are summarized below:

                                                  2000         1999

            Note receivable allowance          680,000      651,000
            Investment valuation adjustment     123,000
            Capital loss carryforward            32,000     323,000
            Net operating loss carryforward 11,900,000   9,520,000
                 Less valuation allowance    12,900,000)(10,617,000)
                 Deferred tax asset-net    $       -     $        -

            At April  30, 2000, the  Company has approximately  $26,000,000
            of  unused Federal   net  operating loss  carryforwards,  which
            expire in the  years  2003 through 2013.

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





                                          F-10
          <PAGE>

          7.  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, 2000:

            Number of Shares

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


            Series E preferred shares owned by a trust affiliated with  the
            President  of  the    Company    are  entitled  to  receive   a
            cumulative  dividend   equivalent   to  $1,600   per   month.
            Dividends in the amount of $4,800 were declared  and paid  each
            during the years ended April 30, 1999.

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

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

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

                                        F-11
          <PAGE>

          8. STOCK OPTIONS

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

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

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

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

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

            Outstanding stock options outside the Plan were nil and  86,250
            at  April 30, 2000 and 1999,






                                         F-12
            <PAGE>

            The following schedule summarizes the changes in the Plans:

                                                       2000       1999

            Options outstanding  at                   282,375    282,375
            beginning at year
                     Granted
                     Exercised
                     Canceled                         (86,250)

            Options outstanding  at end of year        196,125   282,375

            Options execrable at end of year           196,125   282,375


          9. RELATED PARTY TRANSACTIONS

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

            The Company owned 21,495  shares of Forme Capital's  Series  A,
            10% Noncumulative  Preferred Stock, 50,000 shares of Series  B,
            10%  Non-cumulative Preferred  Stock   and  466,571  shares  of
             Series    C,   10%    Non-cumulative  Preferred  Stock.    The
            preferred shares have no  voting rights, pay dividends at   the
            discretion  of Forme's  board of directors, and have   priority
            for  payment   upon dissolution  of Forme  over Forme's  common
            stock.   The Company received   dividends of $4,800 from  Forme
            Capital during  fiscal  year  1999.  During  fiscal year  2000,
            the Company returned the shares to Forme Capital for $5,812.

          10. CONTINGENCIES

            Litigation

            During   the    ordinary course  of  business, the  Company  is
            involved  in  legal proceedings and regulatory inquiries  which
            management does  not expect to  have a material  effect on  the
            financial position of the Company.


                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-13
            <PAGE>


          Item 8.        Disagreements   on   Accounting   and    Financial
          Disclosure

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

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

                                      PART III

          Item 9.     Directors and Executive Officers of the Registrant

          The following persons serve as  directors and/or officers of  the
          Company as of July 28, 1999:

          Name             Age   Position   Period Served      Term Expires

          Daniel Wettreich 48    Chairman,  September 16, 1988  Next Annual
                                 President,                     Meeting
                                 Director

          Allan S. Wolfe   67    Director   May 24, 1993        Next Annual
                                                                Meeting
          Daniel Wettreich

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

          Allan S. Wolfe

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

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

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

          Item 10. Executive Compensation

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

                             SUMMARY COMPENSATION TABLE

                               Annual               Long-Term
                               Compensation        Compensation


                                                        Awards
                                                                    Pa YOUTS
                                                   Restr
          Name and                           Othe  icted  Options/  LT   All
          Principal      Year  Salary     B  r     Stock    SARs    IP  Other
             Position                     o  Annu  Award            Pa  Compen
                                          n  al     (s)             yo  sation
                                          u  Comp                   ut
                                          s  ensa                   s
                                             tion

          Daniel         1997   $250,000  -    -     -     175,000      $(1)
          Wettreich      1998   $250,000  -    -     -     100,000  -   $(1)
          Chairman and   1999   $ 52,083  -    -     -    (275,000  -   $(1)
                         2000   $         -                         -   $ -
          CEO (1)                              -     -    -         -


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

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

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

          On July 1, 1995, Company entered into an employment contract with
          Mr.  Wettreich  whereby  he  was  employed  as  Chairman,   Chief
          Executive Officer and President  of the Company  for a period  of
          ten years at an annual salary of $250,000 and a cash bonus  equal
          to 5% of the  Company's annual profits before <PAGE> taxation.
          In  the
          event of Mr. Wettreich's death during the term of the  agreement,
          Company will pay annual death benefits  of $250,000 for a  period
          of four years.  Mr. Wettreich may terminate his employment  after
          the date of  a change in  control of the  Company.   A change  in
          control is defined as any person other than Mr. Wettreich or  his
          family interests becomes beneficial owner, directly or indirectly
          of common stock of  the Company representing 30%  or more of  the
          Company's issued and outstanding common stock or if the Incumbent
          Board as defined, ceases to constitute a majority of the board of
          directors.  If  Mr. Wettreich  terminates his employment after  a
          change of control in the company,  he shall be paid (i) the  base
          salary and any bonuses payable to him under the agreement or (ii)
          an amount equal  to the  product of  the annual  base salary  and
          bonus paid  to  Mr.  Wettreich  during  the  year  preceding  the
          termination date multiplied by five whichever  of (i) or (ii)  is
          more.  In the circumstances whereby Mr. Wettreich terminates  his
          employment for good reason, as defined, he will receive  payments
          in accordance with  the payments received  if termination  occurs
          after a  change of  control of  the Company.   In  July 1998  Mr.
          Wettreich was terminated  along with all  the other employees  of
          the Company and  Mr. Wettreich  agreed to  waive any  outstanding
          obligations owed  by  Registrant  to  him  under  his  employment
          contract.

          Item 11.  Security Ownership  of  Certain Beneficial  Owners  and
          Management

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

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

          Daniel Wettreich               1,345,295     (1)        21.4%
          6959 Arapaho Road, Suite 122
          Dallas, Texas 75248

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

          All Officers and Directors         1,345,295 (1)(2)     21.4%
          as a group (2 persons)

          * Under 0.1%

          Forsam Venture Funding, Inc.       1,345,295 (1)        21.4%
          6959 Arapaho Road, Suite 122
          Dallas, Texas  75248
          <PAGE>
             (1) 1,345,295 of these  are Preferred Stock , Series J,  which
                have voting  rights,    and are  owned  by  Forsam  Venture
                Funding,  Inc.,  (_Forsam_ )  a  Delaware  corporation   of
                which, Mr.  Wettreich  is  a director  and  officer.    Mr.
                Wettreich has disclaimed   any beneficial  interest in  the
                shares  owned   by  Forsam.   (See   Item  13.      Certain
                Relationships and Related Transactions).

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

          Item 12.  Certain Relationships and Related Transactions

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       PART IV

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

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

          Index to Consolidated Financial Statements        Page

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

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

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

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

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

          (a) (2) Consolidated Schedule                     -
          (a) (3) Exhibits included herein:
             3(a) Articles of Incorporation  Incorporated by  reference  to
          Form 10
                             Registration  Statement  filed on June 23, 1976.

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

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

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

             22(a)  Subsidiaries
             (7)  Reports on Form 8-K:
                  Report filed on February 15, 1999 reporting Item 8.

                <PAGE>



























                                    EXHIBIT 22(a)
                                      SUBSIDIARIES
                                   AS OF MAY 14, 1999



          mrcdrom.com, inc.                            100%








            <PAGE>

























                                       SIGNATURES

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

          CAMELOT CORPORATION
          (Company)

          By:   /s/Daniel Wettreich
                President

          Date:     July 31, 2000

               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 31, 2000


          By:  /s/Allan Wolfe
               Director

          Date:   July 31, 2000