U.S SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

FORM 10-KSB/A
Amendment No. 1
	(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, 2001

[ ] 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, 2001, 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, 2001.


Documents  Incorporated by Reference.

              NONE

PART 1

Item 1.	Business

Camelot Corporation ("Registrant" or "the Company") is inactive.
It was previously a holding company buts its subsidiaries have
been dissolved by its state of incorporation.  The fiscal year
ended April 30, 1999 the Company has no operations.  All previous
business operations have been discontinued.

The Company was incorporated in Colorado on September 5, 1975,
and completed a $500,000 public offering of its common stock in
March 1976.  The Company 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.

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, 2001 had an indirect interest in
700,000 common stock of Wincroft representing 13.6%
of the issued and outstanding common stock of that company.
These shares are owned by Camelot Corporation of which company
Mr. Wettreich is a Director, and Mr. Wettreich has disclaimed any
beneficial interest in these shares.  The brother of
Mr. Wettreich, Mr. Mick Y. Wettreich owned 3,576,400 shares
representing 81.2% 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 2001 had an indirect interest in
292,857 common stock of Forme representing 9.67% of the issued
and outstanding common stock of that company.  These shares are
owned by the wife of Mr. Wettreich and he has disclaimed any
beneficial interest in these shares. The brother of Mr.
Wettreich, Mr. Mick Y. Wettreich owned 2,700,000 shares
representing 89.15% 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 2001 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 brother of Mr.
Wettreich, Mr. Mick Y. Wettreich owned 7,781,490 shares
representing 92.64% of the issued and outstanding common stock of
Malex.

The Registrant has had no success in finding companies with which
to merge. During the past three years one blind pool company
eVentures Group, Inc ("eVentures") that was affiliated with Mr.
Wettreich was merged in September 1999 with another group of
companies that were affiliates of the Lamar Hunt family of
Dallas, Texas.  The basis on which the decision was taken to
merge those particular companies with eVentures was the opinion
of Mr. Daniel Wettreich the President and Director of eVentures
regarding primarily the quality of the businesses that were 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 eVentures if the merger took
place.  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:
<TABLE>
<S>            <C>                       <C>             <C>
Date     	Name  			  Business  	    Cost

March 1991	Vesta Land Title Company	Titles	  $120,000
July 1991	Business Investigations	  Investigations  $312,231
July 1992	McKee-Blanchard		  Appraisals	  $ 32,203
September 1992	First Appraisal Group	  Appraisals	  $ 15,000
June 1994	Maxmedia Distributing	  Software
                                          Distribution	  $168,500
</TABLE>
These companies ceased doing business in July 1994, July 1994,
November 1993, November 1993, and May 1995, respectively.

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

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

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

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

In November 1995, Registrant appointed Firecrest Group plc a
public company, as exclusive distributor for DigiPhone in the
United Kingdom and Ireland in consideration for $1,950,575
payable by shares equal to approximately 10% of Firecrest.
("Digiphone Rights")  In March 1996 all relations with Firecrest
were terminated and Registrant sold all its shares in
Firecrest in market transactions.  Subsequently, Firecrest sold
its DigiPhone Rights to Meteor.  In July 1996, Registrant sold
the European rights to distribute DigiPhone to DigiPhone Europe
Ltd which became a subsidiary of Meteor.  The consideration was
5,000,000 British Pounds of loan stock which was subsequently converted into
Meteor shares.  In November 1996 Registrant sold the
international DigiPhone rights to Meteor for  1,000,000 British Pounds of loan
stock which subsequently was converted into Meteor shares.  In
May 1998, DigiPhone International, Ltd. a Meteor subsidiary,
became the exclusive marketing company for all Third Planet
products on a worldwide basis.
<PAGE>
In May 1997, Registrant acquired approximately 80% of AMI whose
principle asset was approximately 57% of Meteor.  The
consideration (post reverse split) payable to the seller,
Adina, Inc. ("Adina") was 892,015 Preferred Shares, Series J of
Registrant and 453,080 Preferred Shares, Series J in deferred
consideration.  Following the transaction Adina had 49% of the
voting rights attributable to the issued and outstanding common
and preferred shares of Registrant.  Mr. Wettreich is a director
of Adina and did not participate in any directors' votes in
relation to this transaction.

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

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

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

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

Employees

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

2001

        First	July 31, 2000	     0.01   0.01
	Second	October 31, 2000     0.01   0.01
	Third	January 31, 2001     0.01   0.01
	Fourth	April 30, 2001	     0.01   0.01


	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
</TABLE>
As of July 27, 2001, 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

2001

The Company's  revenue for the period ended April 30, 2001  was
$0 compared with $0 in the comparable period.  Net incomes for
the period was $34,196 compared  with a loss for the previous
year  of  $620,408. The profit  was  due to  a  write off  of
accounts payable.

The consolidated  balance sheets for the  period show total
assets of $1,288 compared with $3,631 for the comparable period.

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 $620,408 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 $3,755 compared with $586,315 for the comparable
period.

Liquidity and Capital Resources

2001

Net cash used in operating activities for the period ended April
30, 2001 was $(2,467) compared  with $(8,484) in 2000. Net cash
used by investing activities  was $0 compared with $0 in 2000.
Net cash provided by financing activities was $0 compared with
$0 in 2000.  Cash of $1,288 compared with $3,755 at April 30,
2000.

2000

Net cash used in operating activities for the period ended April
30, 2000 was $(8,484) 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 $3,755 compared with $666 at
April 30, 1999.
<PAGE>



Item 7.  Financial Statement and Supplementary Data

Index to Financial Statements	                             Page

Report of Independent Auditors	                             F-1

Financial Statements
    Balance Sheet - April 30, 2001 	                     F-2

	Statements of Operations and
           for the years ended April 30, 2001 and 2000       F-3

	Statements of Stockholders' Equity for the
	   years ended April 30, 2001 and 2000               F-4

	Statements of Cash Flows for the years ended
           April 30, 2001 and 2000	                     F-5
                                                             and
                                                             F-6

		Notes to Financial Statements	             F-7
                                                          through
                                                            F-11
<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

I have audited the accompanying balance sheet of Camelot
Corporation as of April   30, 2001 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 in the United States of America.
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 financial   position   of
Camelot Corporation as of April 30, 2001, and the results of
their operations and their consolidated cash flows for the years
ended April 30, 2001 and 2000, 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 5 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 30, 2001
Aurora, Colorado
<PAGE>



CAMELOT CORPORATION
Balance Sheet
April 30, 2001

ASSETS
<TABLE>
<S>                                    <C>
CURRENT ASSETS
 Cash and cash equivalents             $     1,288

     Total current assets              $     1,288


                                       $     1,288

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts payable                      $     1,186

     Total current liabilities         $     1,186

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                   (32,837,512)
 Less treasury stock at cost,
   29,245 shares        	        (2,836,697)

     Total stockholders' equity                102

                                       $     1,288
</TABLE>













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



CAMELOT CORPORATION
Statements of Operations
Years Ended April 30,
<TABLE>
<S>                                       <C>        <C>
	                                     2001	 2000

  REVENUES                            $    -	     $     -

  OPERATING EXPENSES
     General and administrative     	2,467	          8,484

     Total costs and expenses  	        2,467	          8,484

  LOSS FROM OPERATIONS                 (2,467)	        (8,484)



  OTHER INCOME (EXPENSE)
     Interest and miscellaneous       	36,663	         5,912

     Loss on investment in affiliate                  (525,536)


     Note receivable allowance    		       (92,300)

Total other income (expense) 	        36,663	      (611,924)


  NET INCOME (LOSS)                 $   34,196     $ (620,408)

   INCOME (LOSS) PER SHARE
      Net income			 $.005      $(.098)



Weighted average number of common stock
 and common stock equivalent shares   6,293,740      6,293,740

</TABLE>














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


                              CAMELOT COPORATION
                      Statement of Accumulated Deficit
                          Year Ended April 30, 2001
<TABLE>
<S>                       <C>            <C>
                               2001            2000

Balance, May 1             $(32,871,708)  $(32,251,300)

Net income (loss)                34,196	     (620,408)


Balance, April 30          $(32,837,512)  $(32,871,708)
</TABLE>






























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


                              CAMELOT CORPORATION
                           Statements of Cash Flows
                             Years Ended April 30,
<TABLE>
<S>                                      <C>        <C>
                                           2001       2000
CASH FLOWS FROM OPERATING ACTIVITIES:

    Net Income (Loss)    	         $  34,196 $(620,408)

   Adjustments to reconcile net  loss to net cash used in
operating activities:

   Loss on disposal of securities		     525,536
   Note receivable allowance   		              92,300
   Change in assets and liabilities
     Accounts receivable  	      	              10,000
     Accounts payable and
       accrued expenses                    (36,663)   (9,720)


Net cash used in operating activities	   (2,467)    (2,292)

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

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

CASH FLOWS FROM FINANCING ACTIVITIES:
  Dividends paid

  Net cash provided by (used in)
    financing activities

NET INCREASE (DECREASE) IN CASH  	   (2,467)     3,089

Cash at beginning of year 	            3,755	 666

Cash at ending of year      	           $1,288     $3,755
</TABLE>

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


                             CAMELOT CORPORATION
                   Statements of Cash Flows (Continued)
                             Years Ended April 30,
<TABLE>
<S>                                     <C>      <C>

                                   	  2001 	    2000
     Supplemental information:
        Cash  paid for interest		$     -   $      -
        Cash  paid for income taxes	$     -   $      -
</TABLE>

     NONCASH INVESTING AND FINANCING ACTIVITIES

During the year ended April 30, 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 financial statements
F-6
<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.

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-7
<PAGE>


2.  INCOME TAXES

The Company had no current State or Federal income tax expense
for each of the years ended April 30, 2001 and 2000.

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

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

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


                                       2001          2000

Note receivable allowance             680,000	    680,000
Capital loss carryforward              32,000  	     32,000
Net operating loss carryforward	   11,900,000    11,900,000
       Less valuation allowance   (12,900,000)  (12,900,000)
       Deferred tax asset-net     $       -      $        -
</TABLE>
At April 30, 2001, 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.

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, 2001:
<TABLE>
<S>          <C>              <C>

Number of Shares

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

TOTAL        94,061,523		-
</TABLE>
F-8
<PAGE>
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.

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. RELATED PARTY TRANSACTIONS

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.

5. 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-9
<PAGE>



Item 8. Disagreements on Accounting and Financial Disclosure

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

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

PART III

Item 9. Directors and Executive Officers of the Registrant

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

Daniel Wettreich   49  Chairman,  September 16, 1988 Next Annual
		       President,                    Meeting
		       Director

Allan S. Wolfe	   68  Director   May 24, 1993       Next Annual
				                     Meeting
</TABLE>

Daniel Wettreich

Daniel Wettreich is Chairman, President and Director of the
Company(1) since September 1988. Additionally, he currently holds
directors positions in the following public companies:  Forme
Capital, Inc., 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.

(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.
<PAGE>
Item 10.	Executive Compensation

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

SUMMARY COMPENSATION TABLE

<TABLE>
<S>                  <C>   <C>    <C>    <C>     <C>      <C>      <C>   <C>
                                         Other                           All
                                         Annual  Restricted              Other
                                         Compen- Stock     Options/ LTIP Comp-
Name and              Year Salary Bonus sation  Awards    SARs          sation
Principal
Position

Daniel Wettreich      1998 $250,000-     -       -         -         -   (1)
Chairman and CEO (1)  1999 $52,083 -     -       -         -         -   (1)
                      2000  -      -     -       -         -         -    -
                      2001  -      -     -       -         -         -    -
</TABLE>


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

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

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

On July 1, 1995, Company entered into an employment contract with
Mr. Wettreich whereby he was employed as Chairman, Chief
Executive Officer and President of the
Company for a period of ten years at an annual salary of $250,000
and a cash bonus
equal to 5% of the Company's annual profits before taxation.  In
the event of Mr. Wettreich's death during the term of the
agreement, Company will pay annual 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.
<PAGE>
Item 11.	Security Ownership of Certain Beneficial Owners and
Management

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

Daniel Wettreich	         1,345,295(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
</TABLE>
(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.
<PAGE>
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 $75,156to 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 British Pounds of loan stock owed to the Company by Meteor and
500,000 British Pounds by  the issuance by the Company to Meteor of 80,960
restricted common shares. Mr.  Wettreich and Ms. Fitzgerald who
were directors of both companies at the time did not participate
in any directors votes in relation to this transaction.  On May
11, 1998 the PCAMS software was sold back to Meteor for 70,000 British Pounds
as the Company did not have sufficient funds to market the
software and was restricted in its ability to sublicense the
software.

On May 20, 1997, the Company's subsidiary Third Planet amended
the terms of its existing distribution agreement with DigiPhone
International a subsidiary of Meteor Technology plc, to market
exclusively all TPP products on a worldwide basis.  Mr.
Wettreich and Ms. Fitzgerald who were directors of these
companies at the time did not participate in any directors votes
in relation to this transaction.
<PAGE>
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 o500,000 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 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 ransaction.
At the same time Registrant sold to Abuja Consultancy, Ltd.
2,192,265 shares in Alexander Mark Investments (USA), Inc. for
$13,830 cash.  These transactions represented Registrants total
shareholding in Alexander Mark Investments (USA), Inc.

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

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

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

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

(a) (1)	The following financial statements are included herein
for fiscal year ended April 30, 2001.

Index to Consolidated Financial Statements	           Page

Report of Independent Auditors - 2001 and 2000	           F-1
Consolidated Financial Statements
   Balance Sheet - April 30, 2001	                   F-2

   Statements of Operations and Other Comprehensive Income
      for the years ended April 30, 2001 and 2000	   F-3

   Statements of Stockholders' Equity for the
	 years ended April 30, 2001 and 2000	           F-4

   Statements of Cash Flows for the years ended
	 April 30, 2001 and 2000	                   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.

	22(a)	Subsidiaries
	(7)	Reports on Form 8-K:	None

<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: 	February 18, 2002

	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:	February 18, 2002


By: 	/s/Allan Wolfe
	Director

Date:	February 18, 2002